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Home My WebLink About20210896.tiffRESOLUTION RE: APPROVE COMMUNICATIONS SYSTEM AND SERVICES AGREEMENT FOR MOBILE SITE ON WHEELS 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 a Mobile Site on Wheels 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 Public Safety Communications, and Motorola Solutions, Inc., commencing upon full execution of signatures, 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 a Mobile Site on Wheels 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 Public Safety Communications, 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 29th day of March, A.D., 2021. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: denethio jelf4 e1 Weld County Clerk to the Board Steveoreno, Chair St ames, Pro-Te BY: Deputy Clerk to the Board APPROV. D A unty A torney acne Date of signature: 04/0212. CC: CM(Mul) o4 /0=1 2021-0896 CM0028 BOCC STAFF USE Date Set: Time: BOARDOF COUNTY COMMISSIONERS WORK SESSION REQUEST ,C(N,+,04- 1D*1-m-ig WORK SESSION TITLE: Mobile Site on Wheels DEPARTMENT: Public Safety Wireless Communications DATE: 02/02/2021 PERSON REQUESTING: Michael Wallace EXTENSION: 2890 Has your Commissioner Coordinator or BOCC Chair approved the work session? _X Yes, Commissioner Coordinator Yes, BOCC Chair Recommended length of time needed for discussion: _X 15 minutes 30 minutes other (list) : In addition to yourself and the board, please list who should attend: Don Warden Walt Leslie Brief description of the issue: Informational only _X_Action needed Authorization to purchase a mobile radio site on wheels, as approved in the 2021 9-1-1 capital budget for $870,000. Options for the board: Approve — moving forward with purchasing of Site on Wheels Disapprove Recommendation to the board: Approve mobile site on wheels to assist Public Safety Radio Communications in times of site failure, utility and generator outages, scheduled outages for repairs & maintenance, weather related events (lightning strikes, Ice, hail etc.) and disasters. BOARD CHAIR USE Results/Outcomes: 2021-0896 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 11, 2020 C-2 "Pricing Summary & Equipment List" dated May 11, 2020 C-3 "Implementation Statement of Work" dated May 11, 2020 C-4 "Acceptance Test Plan" or "ATP" dated May 11, 2020 C-5 "Performance Schedule" dated May 11, 2020 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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 1 (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure. However, Motorola recognizes that Customer is a Colorado governmental entity which must comply with the provisions of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all documents. "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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 2 whether made by Motorola or another party. "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 Support Policy" ("SwSP") means the policy set forth at htto://www.motorolasolutions.com/softwareoolicv 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 at Motorola's discretion. "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 v8.22.18 Weld County, CO Motorola Solutions, Inc. 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 Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale. MOL registration and other information may be found at https://businessonline.motorolasolutions.com and the MOL 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 Motorola Software License Agreement in Exhibit A ("Software License Agreement"). Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 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. 3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 4 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. Copies of the SwSP can be found at http://www.motorolasolutions.com/softwarepolicv and will be sent by mail, email or fax to Customer upon written request. Any change to the Software Support Policy by Motorola occurring after the effective date of this Agreement which has the effect of decreasing Customer's rights under this Agreement shall not be effective. 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, 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 at any time without restriction. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer. Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 5 4.6. RESERVED. 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 6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that sufficient funds have been appropriated in accordance with applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $ 883,331.00. 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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 6 pages of the proposal, or the applicable Addendum. 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment schedule in Exhibit B. 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 twelve percent (12%) annually. 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 receipt. 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: Address: 1551 North 17th Avenue, Greeley, CO 80631 Phone: Email: The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name: Address: 1551 North 17th Avenue, 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 North 17th Avenue, Greeley, CO 80631 Phone: 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 v8.22.18 Weld County, CO Motorola Solutions, Inc. 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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 8 attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 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 shipment of the Equipment by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment 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 shipment 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. Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 9 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. 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. 12.3. RESERVED. 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 as compromise and settlement negotiations for purposes of applicable rules of evidence and any Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 10 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. 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. 14.2. RESERVED. 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 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. Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 11 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. 16.1.1. During the term of this the Parties may provide each other with Confidential Information. To the extent allowed by Colorado law, each Party will: maintain the confidentiality of the other Party's Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 12 Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a `need to know' and not copy or reproduce the Confidential Information, take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be ►ess than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 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. 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. Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 13 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 agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 14 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. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 17.11. 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. 17.12. 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. 17.13 FUNDING CONTINGENCY. No portion of this Agreement shall be deemed to create an obligation on the part of the Customer to expend funds not otherwise appropriated or budgeted for. Customer shall provide evidence of appropriated funds prior to the shipment of equipment or the performance of services associated with this agreement. Motorola shall also be entitled to receive just and equitable compensation for work in progress, work completed and materials accepted by the Customer. Financial obligations of the County payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made available. Execution of this Agreement by County does not create an obligation on the part of County to expend funds not otherwise appropriated in each succeeding year. 17.14 GOVERNMENTAL IMMUNITY. No portion of this Agreement shall be deemed to constitute a waiver of any immunities the Customer or its officers or employees may possess under federal or state constitutional, statutory or common law. 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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 15 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. Motorola Solutions, Inc. Weld Cou ty Name: Thomas Hendersn Name: Steve Moreno Title: Area Sales Manager Date: 01 /27/2021 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. Chair, Board of Weld Title: County Commissioners Date: MAR 2 9.2021 16 020024 6? 960 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 v8.22.18 Weld County, CO Motorola Solutions, Inc. 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 Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 18 prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. 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. Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 19 Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHporte software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 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) 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. Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 20 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. 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, Communication System and Services Agreement v8.22.18 Weld County, CO Motorola Solutions, Inc. 21 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 v8.22.18 Weld County, CO Motorola Solutions, Inc. 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. 50% of the Contract Price due upon contract execution (due upon effective date); 2. 50`)/0 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 Teduabgist 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 $ 150.00 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.corn/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 v8.22.18 Weld County, CO Motorola Solutions, Inc. 23 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 v8.22.18 Weld County, CO Motorola Solutions, Inc. 24 MOTOROLA SOLUTIONS WELD COUNTY • MAY 11 , 2020 MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2020 Motorola Solutions, Inc. All rights reserved. PS-000099565 MOTOROLA SOLUTIONS Motorola Solutions, Inc. 500 W Monroe Street, Ste 4400 Chicago, IL 60661 -3781 USA May 8 , 2020 Mike Wallace Director of Public Safety Communications Weld County 1551 N . 17`" Ave Greeley, CO 80631 RE : Mobile Sight on Wheels Dear Mr. Wallace : Motorola Solutions, Inc . ("Motorola") is pleased to have the opportunity to provide Weld County with quality communication equipment and services. The Motorola project team has taken great care to provide unsurpassed value. Motorola ' s solution includes a combination of hardware, software, and services. Specifically, this solution provides the following : • Pepro ' s I-ICLP 600 rapid response trailer with a 60 ' telescope tower • ( 1 ) RF Site with 6 channels on the trailer • Optimization Services This proposal includes this cover letter and is subject to the terms and conditions of the attached y Communications System and Services Agreement ("CSSA") , together with its Exhibits . Weld County may accept this proposal by providing Motorola a signed version of the CSSA or alternatively issuing its purchase order to Motorola containing the following language : ' This purchase is subject to the CSSA and the Motorola ' s proposal (" Proposal") dated May 8 , 2020 . ' This proposal shall remain valid for a period of 60 days from the date of this cover letter. Motorola would be please to address any concerns the County may have regarding this proposal . Any questions can be directed to Lisa Mansuetti, Senior Account Manager, at 720 -441 -9545 . We thank you for the opportunity to furnish the County with our communications solutions and we hope to strengthen our relationship by implementing this project . Our goal is to provide you with the best products and services available in the communications industry. Sincerely, MOTOROLA SOLUTIONS , INC . "Thomas Henderson Area Sales Manager TABLE of CONTENTS Section 1 System Description 1 - 1 1 . 1 Solution Overview 1 - 1 1 . 2 Proposed Equipment 1 -2 1 . 3 Power & HVAC Requirements/recommendations 1 -3 1 . 4 Estimated Site Backhaul requirements 1 -3 1 . 5 Coverage Estimates 1 -3 1 . 5 . 1 Greeley 0 Street Site SoW Coverage Estimate 1 -4 1 . 5 . 2 New Raymer & Nunn Sites SoW Coverage Estimate 1 -5 1 . 5 . 3 Niwot , Timnath , & Grover Sites SoW Coverage Estimate 1 -5 1 . 6 Assumptions 1 -7 Section 2 System Diagram 2- 1 2 . 1 Rack Elevation Diagram 2- 1 Section 3 Equipment List 3- 1 Section 4 Statement of Work 4- 1 4 . 1 Assumptions 4-4 Section 5 Pricing Summary 5- 1 Section 6 Contractual Documentation 6- 1 Weld County May 11 , 2020 Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i Weld County May 11 , 2020 SECTION 1 SYSTEM DESCRIPTION 1 . 1 SOLUTION OVERVIEW Motorola Solutions has developed this proposal to provide Weld County with a mobile site on wheels (SoW) 700 MHz communications site . This site will operate with the FRCC system providing fill- in and emergency coverage , as required , throughout VVeld County . The proposed SoW is based upon Pepro ' s HCLP 600 rapid response trailer. This trailer features a 60 ft telescopic tower and four (4) 27 RU shielded cabinets to support the communications equipment . The trailer's GVWR is 13 , 800 lbs with a total length of 29 . 5 ft and 8 . 17 ft width . In order to provide power during typical operation the trailer is equipped with a shore power plug supporting 100 A 120/240 VAC single-phase , 3-wire electrical service . In the event that shore power is unavailable or lost the SoW also features a 12 kW generator (with manual transfer switch ) supported by a 90 gal diesel fuel tank . A 24 , 000 BTU HVAC system is also included to maintain the environmental conditions within the HCLP 600 ' s equipment bays . Motorola is proposing its GTR 8O00 Expandable Site Subsystem ( ESS ) for the SoW' s 700 MHz channels . The GTR 8000 ESS includes a single site router and six (6 ) GTR 8000 radios supporting the mobile P25 trunked site . Five (5 ) of the GTR 8000 radios will feature TDMA software providing users with up to 10 available talkpaths when operating in TDMA mode . Each of the radios also feature Motorola ' s P25 Dynamic Channel software licensing to support user radios which may lack TDMA capabilities and rely upon FDMA based communications . Due to the low profile cabinets featured by the SoW the GTR 8000 ESS rack will be distributed across two (2 ) of the HCLP 600 ' s equipment bays . An SDIV 3000 RTU is also included to support remote monitoring the SoW and its equipment . The GTR 8000 ESS ' s combiner and multicoupler systems will be supported by two ( 2 ) antenna systems featuring RFH ' s CC807 -06 6dBd antennas . The receive antenna will be permanently affixed to a 5 ft needle extension affixed to the top -section of the 60 ft telescopic tower . This configuration is intended to reduce the overall deployment time for the SoW. Meanwhile , the transmit antenna is intended to be affixed at the 50 ft level of the tower after it has been fully extended . In order to provide backup power support for the GTR 8000 ESS a 60 AH DC battery system has been included . Based upon power consumption estimates the batteries are expected to provide nearly 1 hr of backup runtime while the site ' s transmitters are operating at a 100 % duty cycle . This backup power system is intended to provide continuous operation for the ESS in the event that intermittent power loss is experienced by the site ' s primary power source , or while performing the manual switchover between the shore and generator power sources . In order to support AC powered devices an Eaton 9PX 1 . 8 kW/2 kVA rack -mounted UPS will also be included . At a full load the UPS is capable of providing up to 1 hr of backup runtime . The proposed AC powered devices are expected to draw up to 200 W/hr leaving up to 1 . 6kW of capacity for Weld County ' s chosen network backhaul equipment . A relay Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. • Motorola Solutions Confidential Restricted System Description 1 - 1 Weld County May 11 , 2.020 card is also included with the UPS to provide remote monitoring through the featured SDM 3000 RTU . This proposal does not include any form of backhaul network connectivity to support the site ' s Ethernet based connection to the FRCC core . It is expected that Weld County will provide either satellite , LTE , or other form of Ethernet connectivity to support the site 's operations . Please see the Estimated Backhaul requirements section to ensure that the provided connectivity meets the site 's needs . Additionally , Motorola does not guarantee the performance or audio quality associated with sites utilizing satellite connectivity due to the significant amount of latency/delay typically associated with these links . The proposed HCLP 600 features struts to support the placement of a satellite mounted upon the rooftop of the equipment bays . Nearly two (2 ) full 27 RU racks will be available to support Weld County' s backhaul equipment or any other devices that may be required to support the SoW. A rack elevation diagram has been included as part of this proposal for further review. •+7 /'"Ii"• �•"L�t� ti '� N"N`'1+' ,iy S F PRAFNI EY1 L� �� `S `t�:�:A'� tlC.< v�G.�' This proposal is comprised of the following summary of equipment : o One ( 1 ) HCLP 600 Site on Wheels Trailer O Master Site Expansion Licensing , Including : -- One ( 1 ) FDMA Site License - One ( 1 ) TDMA Site License -- One ( 1 ) Dynamic Talkgroup Assignment Site License — Five (5) TDIVIA Radio Licenses --- Five ( 5 ) TDMA Dynamic Channel Licenses 0 One ( 1 ) GTR 8000 ESS , Featuring : -- One ( 1 ) Juniper SRX 345 Site Router - Six ( 6 ) GTR 8000 Radios - Five ( 5 ) TDMA Software - Five ( 5 ) Dynamic Channel Software -- Two (2 ) GCp 8000 Site Controllers - One ( 1 ) 6 -Port Cavity Combiner - One ( 1 ) Cabinet Receiver Multicoupler o One ( 1 ) SDM 3000 RTU One ( 1 ) RJ -45 Ethernet Surge Protection Device One ( 1 ) EDGE II Power Distribution Unit w/ 12 15A Outlets e One ( 1 ) Eaton 9PX 1 . 8 kW/2 kVA UPS w/ 60 min runtime o Two (2 ) RF Antenna Systems featuring CC807 -06 6dBd Antennas Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. rt Motorola Solutions Confidential Restricted System Description 1 -2 Weld County May 11 , 2020 ryy{�,{� + yj�� REP �ER 7 G 4 @. 0 " 1 Y 1R SA�=3 N T "�1 E "c'. " O M F t D(�J� � a I O N Power Requirements Motorola has produced the following power loading estimate based upon the proposed RF equipment featured within the Site on Wheels . Please note that this figure does not account for additional devices such as customer-provided network equipment . The proposed equipment is expected to draw up to : 3100 W/hr HVAC Recommendations In order to ensure that the SoVV's HVAC system is properly sized Motorola has also determined the anticipated heat dissipation associated with the proposed equipment . This estimate represents the maximum level of expected heat dissipation when all site equipment and transmitters are fully active . The proposed equipment is estimated to dissipate up to : 0 , 23 Tn/ la ?x� cs �c ti ;& ire �� RUREMENTS 81r4 f lk" • SiTE BACKHAUL . !—,� `� In order to assist Weld County with provisioning sufficient Ethernet links and bandwidth for the new mobile blinked site Motorola has developed the following network requirements . The bandwidth estimate is associated with the 10 talkpaths associated with the proposed TDMA site . The estimated minimum committed information rate (CIR ) figure for the site link incicates the minimum throughput bandwidth requirement that should be utilized when selecting the site ' s LYE or Satellite backhaul service . Bandwidth Service Level Specifications Location Configured CIR min . CIR Latency/Delay Jitter Packet Loss (Kbps) ( Kbps) (ms) (ms) (. 0`I %) Weld Co SoW 512 512 40 10 1 6CH ESS COVERAGEA vto f ESTIMATES Motorola has developed the following coverage maps based upon the locations that Weld County has noted for potential placement of the SoW. Please note that these coverage maps are informational only and do not c uarantee the depicted levels of coverage . Each coverage map depicts 95 % covered area reliability associated with both portable and mobile coverage estimates . The worst -direction portable coverage estimate has been layered on top of the worst-direction mobile estimate for each depicted site location . Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. vo Motorola Solutions Confidential Restricted System Description 1 -3 t � Y l� Weld County May 11 , 2020 t51 Gree ey 0 Street Sflte Sow Coverage Esfimate Please refer to the coverage map attached in the page below . ^1R if Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1 -4 This map is a high level coverage estimate ill baud upon currently known details end should MOTOROLA Weld County , bs usedcove for esti tional purpose onry. es a CO) covera{is rentl in no details constitutes s coverage guarantee and Motorola is not �} responsible for any devlatfon betwssn the 3 ntual SoW Location Coverage Estimates e-stinlated and final system performance. 700MHz P25/Digital Trunking - Greeley N LA O Street Site Shaded Area Represents 95 % Covered Area Reliability At DACE-3 .4 / / I ' ' t • € ;yyy, .r, �.4 Y r.N • . I . 1 t ' • • YIY,.• l S I IL , , I•I iL ,Y R G D• v enj • , �' ✓a , /y1. • •• E • . i .,1:1 . , A two I • I p,. • I v I� �t ; I . I I n I• ty ,1, r ) itri i = Co Y I .fy IN 41 • Weld ' Fan Collins Ft '. • \ b • : It al ti • I.- • r `'r: t :2j ;, Sa''d.t. 4. ": * . IP SI ^7..e A.• • J T , K Rit , 1 c • fie, I I • • i k''I •; tic ' r .i.14yM e., . L. i I • yya .✓• ULW R4 7�•. , I .i r0 S• Fl a,, ,• l• , Q L nnis S a ti, I re , mi ' I I ' t"a la :>;i k' � Niwot 0 2 4 6m1 OpenStreetMap contributors . Scale 1 : 471245 APX Port b . e Over Mobile ms Worst DIIrectilon Legend 95 % Area worst dir APX Portable ---- k;.,rr 1 95% Area worst dir APX Mobile Solution : CO Weld Co (FRCC ) Project: Weld Site on Wheels Coverage Design : Design 10 Printing Design Job ID: 1129155753. 1 . Design 10 Printing Design System version : 202. 00401 , N/A , 2 . 7 . 3 Printed : 4/01 /2020 Weld County May 11 , 2020 I n 5 1 New Elmer & Nunn Sites So • Covera •! e Estimate Please refer to the coverage map attached in the page below . rQ� 4 wV, Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. OMotorola Solutions Confidential Restricted System Description 1 -5 This map la a high level coverage estimate based upon currenlfy known details and should vn# ' r ,v t be used for informational Ialnpuoscon es nsral© MOT �� , - a�= Weld t y County , coverage guarantee and Motorola is not �>� W � � C ov n a d s roatirt�e9ted atible �id fln deviation parts �� 700MHz P25/Digital Tru eking - Nunn & New Raymer Sites Shaded Area Represents 95 % Covered Area Reliability At DACE-3 .4 • [O yenne • . • i t 125 • US.87 fi " .. ..� '• 6. w.v—V " f Jl dto # t 7re 41. a iv• c M • . X t '',,,,* ;tn.- A • ;' ' ,-, .',' ''''ret "tit • . . 40. ir 4 •?.. ,, , v ' i t i a 'I •r t . 1 . 1 a w 1 y: c i e, 7i t, s �L . 0 •t I, ") it ,. • . 4•41y " `' .14 3d.# i 'Y 1!J 5 / fp '6 r 'City s f 'rJ of �,`.b3� 1. ), fa r ` is, pia n 4+ of h # 16_ .r. „IA* . r . '. A i. - t • k L `4.°' ' a +' fe R lib r �r ,, xJ ) .. 1 IS 4'1'; x yVI w s • . 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Desigri 10 Printing Design System version : 20200401 , N/A , 2 . 7 . 3 Printed : 4/01 /2020 Weld County May 11 , 2020 153 Nwot9 Tümntth , & Grover Sites So , Coverage Estimate Please refer to the coverage map attached in the page below . Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. ., Motorola Solutions Confidential Restricted System Description 1 -6 This map la a high level coverage etflrr>, fa i . elld County based upon currently known da�l#s and should GO �� # e usedove for (n4 tirm #e In o way cu onfu. Tilas a cav�rege ertirnate In no arzay crsrie#ifut»s a GS7Vt5r8g0unrantoe end PArstoro}s i8 flat o renponaibie for any devlafiban betu an the � e � � � © �" � �� E still a im�f�d and final ayabam porfarrn nt . 709M1� P2 /Digit ! 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Scale 1 : 807050 A X P r Ldo giver Monte ir, D � o Legend ; £ r 95 % Area wor�t�di APX Portable 95 % Area worst___dir APX Mobile 4°14 X 95 % Area worst�_dir APX Portable pzcrarscY+.; �� 95% Area worst dir APX Mobile 4 :' tJi\n\vk34A *;.,°0° , 95 % Area worst dir APX Portable 95 % Area worst_di APX Mobile a Solution : CO_Weld Co ( FRCC) Project ' Weld Site •or7 Wheels Covet-age Design : Design 10 Printing Design Job ID : 112915„ 753 . 1 . Design 10 Printing Design System version : 20200401 , N/A, 2 . 7. 3 Printed : 4/01 /2020 Weld County May 11 , 2020 C 6 ASStJMmONS Motorola Solutions has made a number of assumptions in preparing this proposal , which are noted below . Motorola Solutions will need to verify all assumptions or seek alternate solutions in the case of inaccurate assumptions . Frequency coordination and FCC licensing for the six (6 ) required 700MHz frequency pairs will be accomplished by Weld Co . The provided coverage estimate maps assume a licensed ERP of up to 120 W (50 . 72 dBm) . This calculated ERP estimate is based upon each radio operating at full power. The shore power presented at any intended location of operation will provide the SoW trailer with a single- phase , 3 wire 120/240 VAC power source . --- Ethernet site connectivity will be provided by Weld County through LTE , satellite , or other appropriate forms of Ethernet service . This service is assumed to meet/exceed the backhaul requirements outlined within this proposal . In order to ensure a smooth implementation coordination with the Motorola post-sale implementation team is suggested to ensure that the intended form of connectivity is appropriate for the site ' s operations . o It is assumed that Weld County will provide any desired form of UPS or other battery-backup equipment required to support the backhaul connectivity equipment . The proposed solution currently only features a battery- backup power source for the GTR 8000 ESS and its integrated site router. o Up to two (2 ) 27 RU racks are available to support the backhaul connectivity equipment . The FRCC master site intended to support the mobile SoW's operation must feature a Juniper based Switching and Routing Center ( SRC) as GGIV 8000 site routers are no longer available to support new site expansions . As such , the proposed SoW' s GTR 8000 ESS features Motorola ' s latest Juniper SRX 345 Router offering . o This proposal does not include any remote site monitoring equipment such as the SDM 3000 RTU . G Audio quality and site performance may vary based upon the chosen form of Ethernet backhaul . Satellite based links are typically sufficient, but may result in varying levels of site performance due to the high level of associated latency . Firewalls or other devices that may be required to support the desired form of site connectivity are not included as part of this proposal , at this time . Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. t�S fail Motorola Solutions Confidential Restricted System Description 1 -7 Weld County May 11 , 2020 SECTION 2 2 . 1 RACK ELEVATION D The rack diagram is attached in the pages below . _, 5iyq n,]n C 14 Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. M Motorola Solutions Confidential Restricted System Diagram 2-1 e8d County9 CO HCLP 600 4- Bay SoW Rack Estimate Rack 03 Rack O4 GTR 8000 Split ESS 01 GTR 8000 Split ESS 02 (Customer Equip) (Customer Equip) 54" Modular Rack 54" Modular Rack 54" Modular Rack 54" Modular Rack (27RU) (27RU) (27RU) (27RU) gmu a s�oii `_ $~ g g i „(F�gC00i egls i rL � _;��oi 0 •• g sO+.tisrdR?a 1g g R.45 s ThtR>rET it D g r_ _._...-... 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Jfli_ Weld County May 11 , 2020 SECTION 3 EQUIPMENT LIST QTY P/N Master Site Licensing 1 SQM01 SUM0323 ASTRO MASTER SITE 1 CA03517AB ADD : CORE EXPANSION 1 UA00153AB ADD : P25 FDMA TRUNKING OPERATION SITE 1 UA00159AB ADD : P25 PHASE 2 TDMA TRKNG OP SITE LIC 1 UA00160AA ADD : PHASE 2 DYNAMIC TG ASGNMT SITE LIC 5 UA00161AA ADD : P25 PHASE 2 TDMA SW BASE RADIO LIC 5 UA00162AA ADD : PHASE 2 DYNAMIC CH BASE RADIO LIC G-Series Licensing 1 T8343 GSERIES SOFTWARE LICENSING 6 UA00401AA ADD : GSERIES BR- P25 TRNK ST RPTR 2 UA00406AA ADD : GSERIES SC-P25 TRNK ST RPTR Juniper Router (ESS Powered ) 1 T8492 SITE ROUTER & FIREWALL- AC $K 1 CA03445AA ADD : MISSION CRITICAL HARDENING 1 CA03448AA ADD : STATEFUL FIREWALL GTR 8000 ESS - 6CH , 10 Talkpaths 1 SQM01 SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00719AA ADD : ASTRO SYSTEM RELEASE 2019 . 2 1 CA00855AA ADD : 700/800 MHZ 1 X306AC ADD : QTY (6) GTR 8000 BASE RADIOS 6 X591AE ENH : ASTRO 25 SITE REPEATER SW 5 CA01842AA ADD : P25 TDMA SOFTWARE 5 CA01902AA ' ADD : P25 DYNAMIC CHANNEL SOFTWARE 2 CA00303AA ADD : QTY ( 1 ) SITE CONTROLLER 2 CA03177AA ADD : ASTRO SITE REPEATER SC SW 1 CA00879AA ADD : PRIMARY 6 PORT CAVITY COMBINER 1 CA00882AA ADD : 700 IVIHZ TX FILTER W/PMU Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. '' ' Motorola Solutions Confidential Restricted Equipment List 3- 1 Weld County May 11 , 2020 QTY P/N Master Site Licensing 1 CA00862AA ADD : SITE & CABINET RMC W/CAPABILITY OF 7-24 BRS 1 CA01402AA ADD : 7 . 0 FT OPEN RACK 1 CA02686AA ADD : AC DC POWER DISTRIBUTION 6 3085194Y06 LINE CORD W/RECP AND PLUG 12 ' W18 1 DS1101990 SPD , SHIELDED RJ-45 JACK, SINGLE LINE GBE ( 1000MBPS) R56 COMPLIANT 1 DSTSJADP RACK MOUNT GROUND BAR , 19 IN FOR TSJ AND WPH SERIES DATA SPDS 6 3084921Y09 CBL , ASSY , COAX, 55CM , N-TO-QN SDM 3000 RTU 1 F4544 SITE MANAGER ADVANCED 1 VA00872 ADD : SDM ASTRO RTU FW CURR ASTRO REL 1 V266 ADD : 90VAC TO 260VAC PS TO SM 3 V592 AAD TERM BLCK & CONN WI 1 6406066M02 PANEL PUNCH BLOCK Power Distribution & DC Batteries 1 DS11011188 PDU , 120/240 SPLIT PH OR N + 1 REDUNDANT, 60A MAX PER PHASE , SIX DEDICAT 12 DS3750297 BREAKER , 15 AMP , CB UL 489 LISTED FOR AC EDGE II ( 1101 - 1188 ) 1 DS9PXXR18002060 S UPS , 9PX , 1800W, 120V, SOFTV\/IRED , 60 MINN RUNTIME RACKMOUNT 1 DS9PXXRELAY RELAY CARD FOR ALL 9PX MODELS 1 DS9PXXKIT2P TWO- POST RACK-MOUNT KIT FOR 9PX 1800W THRU 5400W MODELS 4 DSNSB60FTHT BA ERY , 12V, 60AH HT RED NORTHSTAR FRONT TERMINATING 1 DS40543601 BA ERY TRAY , BLACK, 19X21 , 405-436O- 1 N EWMAR Additional Rack Accessories (2 Brackets per Rack) 6 0784469Y02 BRKT , CBL SUPPORT 1 0310909C91 SCR LCK M6X1 X13 STARPAI\ STL 25ft 1 /2 Lwr Tx Jmpr_25ft 1 /2 SFLEX Lwr Rx Jmpr ( 1 /2 Mainline Inc! Pepro Quote) Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. �� vo Motorola Solutions Confidential Restricted Equipment List 3-2 q�lN Weld County May 11 , 2020 CITY P/N Master Site Licensing 25 DSLDF450ACABLE CABLE : 1 /2" LDF HELIAX POLY JKT PER FOOT 25 DSFSJ450BCABLE FSJ4-50B 1 /2 " 50 OHM Tx Antenna & Accys 1 DSCC80706 OMNI , CORPORATE COLLINEAR , 6 DBD , 746- 870 MHZ , PIM & 25 KW PIP RATED 1 DSTSXDFMBF RF SPD , 698-2700MHZ DC BLOCK HIGH PWR , DIN FEM/MALE BI - DIR W/ BRACKET 1 DSGSAKITD GROUND STRAP KIT - DIN 1 DSL4TDFPSA 7- 16 DIN FEMALE POSITIVE STOP FOR 1 /2 IN AL4RPV- 50 , LDF4-50A, HL4RPV- 1 DSL4TDMPSA 7- 16 DIN MALE POSITIVE STOP FOR 1 /2 IN AL4RPV- 50 , LDF4- 50A , HL4RPV- 50 Rx Antenna & Accys 1 DSCC80706 OMNI , CORPORATE COLLINEAR , 6 DBD , 746- 870 MHZ , PIM & 25 KW PIP RATED 1 DS1090501 WA RE SPD , 700- 1000MHZ BROADBAND 15 VDC PASS NM ANT , NF EQUIP PIP , ASIG 1 DSGSAKITD GROUND STRAP KIT - DIN 2 DSF4PNMV2HC TYPE N MALE FOR 1 /2 IN FSJ4-50B CABLE Pepro HCLP600 - 4 Bay - 60Ft Twr & 5Ft Mast 1 DQ040920JP01 PEPRO HCLP600 w 4Bay Micro Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Equipment List 3-3 Weld County May 11 , 2020 SECTION 4 STATEMENT OF WORK Motorola Solutions will install and configure the proposed equipment . The following table describes the tasks involved with installation and configuration . Tasks Motorola Solutions Customer iY,", t�_..t.A 4744-O74-. T=-CTTeTr/:•crty elew 4 eV— ..G_.pJwrs?•t. •Tesactu+IRI _ _ _ 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 . Present equipment layout plans and system design drawings . X Provide backhaul performance specifications and demarcation X points. Provide heat load and power requirements for new equipment . X Provide information on existing system interfaces. X Provide frequency and radio information for each Site on Wheels X (SOW) . Assume liability and responsibility for proving all information X necessary for complete installation . Assume responsibility for issues outside of Motorola Solutions' X control . Complete the required forms required for frequency coordination X and licensing Ensure that frequency availability and licensing meet project requirements , and pay licensing and frequency coordination X fees . _-- Review and update design documents , including System Description , Statement of Work, Project Schedule , and X Acceptance Test Plan , based on Design Review agreements . Provide minimum acceptable performance specifications for customer provided hardware , software , LAN , WAN and Internet X connectivity. Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. r. � ')i'• ;n.,j�F Motorola Solutions Confidential Restricted Statement of Work 4-1 Weld County May 11 , 2020 Tasks Motorola Solutions Customer Execute Change Order in accordance with all material changes X to the Contract resulting from the Design Review. Deliverable : Finalized design documentation based upon "frozen" design , along with any relevant Change Order documentation . , .. .. N e, f .e P.. t. ..A.. ., a..1.P ,. rr v r J',,' e ^4sY� . di ♦ .:. M .hwW ��. ,..I .< s G. 4. . . . a .7 ,� o a, .., . ,t.t,if^�°rA,,..p4w e..,n �,.. .wi, ipso, , ..r3 .A d•...-,, '� ., �� .. .�'y"jY � ,;� �' < rnk.� ,. x .n. . ..3M" �:. . �:. S' ;N ,� „ o fv, .: .tP. .. �ir,' .,n' .r ejj.�.'K• ..w. �r:• a rr ;� f,ytyn,.:`�: l;f'c .��,. .n . .C, z..y g �., -. fe. .tea. .. � ��, ,. .. :Jf �_..< •. S �. a' �p t .i'S. (yyl'�Z. .. .N. 'h' � � ,. .V "�.. b4,. ,.}:f (<'�y''µl'od / {. F.r w f:"..:....{' . ."i��5''��.., W1Cr�.�C �r�.V.?�,iv1 JA. '+!< �}SL{ .„C . .n ��': �A. � � f .. ♦ n/ ^��. •r.� ( �� (✓JG'„'. SI'�•p))1�� C �'rA�F11�M 'jpi� � � ��.„,MO. ti Y..p E 3,.M "N' .. ,)( �}'. 1 ♦ G.. :'.�. . �� "� � :.�� .� 1 �.2 r „V`'y` I?a". ,.[T!Y�� .)n� j0,�r+� � 'n...%ry�tG.e •�]�.9�,;.` 'V.+., < �'�.- �.�g�r OVA. ,M T ,ANA•..,.'% LA rr ; • 4i B r . Wi� 'ate , y _nn. .. «�'fr< s ' a, `F,' '<"''If .4 z v:;-. '� "5 ,;?'K, r�:�" :�� s •�' }4.'44.40, ,, ti'Y'. `'^w ' T'. •.�.,,-1.; v�.� ,. . , ,r ., , , ..._._:�.. �y., ,ce s'` r.� w� +r . � S,-:�. ,.�� -a 7rF .'a ,... ..•. _ .. "...--.. .. .. ,_ .. ,. . .. ,. . .- _ _ . .{':•, _ .•. r.-/—"—t..” . >.. � �� ... .-. ,Y�'1a7a,arsY�tQ,yu�.1 ._.. ._: ,.. k{�..... � h�`"�1 3is�7" �� p� '. _ �'' y Equipment Order and Manufacturing Create equipment order and reconcile to contract . X Manufacture Motorola Solutions-provided equipment necessary X for system based on equipment order. Procure non-Motorola Solutions equipment necessary for the X system . Deliverable: Equipment procured and ready for shipment. System Staging Ship all equipment needed for staging to Motorola Service Shop X (MSS) for installation of RF equipment into Pepro trailer Cut and label the cables with to/from information to specify X interconnection for field installation and future servicing needs: __ Complete the cabling/connecting of the subsystems to each X other c connectorization of the subsystems) . Assemble required subsystems to assure system functionality . X ,, ---------------------------- -- Power up, load application parameters, program , and test all X staged equipment . ' s Deliverable : System staged and ready for shipment. , Antenna and Transmission Line Installation Install antennas, including supplying and installing new side arm X mounts Install transmission lines required for system . NOTE : Transmission lines will be disconnected and stored when SOW X is not in operation . Perform sweep tests on transmission lines . X Provide and install attachment hardware for supporting X transmission lines on antenna support structure . Supply and install ground buss bar at the bottom of each X antenna support structure . _----___-- Deliverable : Antenna and Transmission Line installed . Y ASTRO 25 Core and Remote Site Configuration : -, - • ._ : . .. . � . . • . _ , • ,_��.. .: �Provide backhaul connectivity and associated equipment for all sites to meet latency, jitter and capacity requirements . This X includes anynecessary equipment required on the SOW. Configure ASTRO 25 system to support the new RF sites . X Verify site link performance , prior to the interconnection of the X X solution equipment to the link equipment. Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. sY Motorola Solutions Confidential Restricted Statement of Work 4-2 Weld County May 11 , 2020 Tasks Motorola Solutions Customer Integrate the RF sites into the system to ensure proper X operation . Deliverable : ASTRO 25 core and remote site configuration completed . Mot +1}' <, o+�Y..• J� °"'4 r . � e �,.. .^? _ ! . ..^ ��' ,9[FR �'� ,d.CS'� ��trp i '"{a� ��pp^: r.,trya�v��, �,C »'� ti+ eay '� ' :>'�r� ,x,...f N� :�^' ram .a`9-yam �. eq - '` ';[,.' -� ic, "'C5:44 * ^ +�0 ""M" 5- � '� xk Y ' , _..,.�d`'T i <7 �J'r'^i „ sM'7 �i 174 i V 1:0 ' 10 1, • yr ��e '. ^� .. 'rttG...,- :,..M "F!$e �%t"� � .. �"4,:r��. n: A ... Q m•_ ;h. ., .. .H . 1T_ .•_a. __.. _ t _ . .. A •. . � _ �. � .. .... . .5 �Solution Optimization Verify that all equipment is operating properly and that all X electrical and signal levels are set accurately. — _ - Verify that all audio and data levels are at factory settings. X Verify communication interfaces between devices for proper X operation . Ensure that functionality meets manufacturers' specifications and complies with the final configuration established during X design review or system staging . Deliverable : Completion of System Optimization . Functional Acceptance Testing Verify the operational functionality and features of the solution X supplied by Motorola Solutions, as contracted . Witness the functional testing . X Document all issues that arise during the acceptance tests. X ---------- If any major task for the system as contractually described fails during the Customer acceptance testing or beneficial use , repeat X that particular task after Motorola Solutions determines that corrective action has been taken . _ Resolve any minor task failures before Final System X Acceptance . _- - Document the results of the acceptance tests and present for X review. _ - - ---- -- - - -Review and approve final acceptance test results . )< Deliverable : Completion of functional testing and approval by Customer. Transition to Warranty Review the items necessary for transitioning the project to X warranty support and service. Motorola Solutions to provide services during year 1 warranty X which align with the proposed services . Provide a Customer Support Plan detailing the warranty support X associated with the contract equipment . - Participate in the Transition Service/ Project Transition Certificate X ( FTC) process . ---._._-- Deliverable : Service information delivered and approved by Customer Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. t'.' Motorola Solutions Confidential Restricted Statement of Work 4-3 Weld County May 11 , 2020 Tasks Motorola Solutions_ Customer Finalize Documentation and System Acceptance Provide manufacturer's installation material , part list and other X related material to Customer upon project completion . Provide an electronic as-built system manual on CD or other Customer preferred electronic media . The documentation will include the following : Site Equipment Rack Configurations . X irj Antenna Network Drawings for RF Sites (where applicable) . to Functional Acceptance Test Plan Test Sheets and Results . Equipment Inventory List . Drawings will be delivered in Adobe PDF format . Receive and approve documentation . X Execute Final Project Acceptance. X X Deliverable : All required documents are provided and approved . Final Project Acceptance . t ASSUMPTIONS Motorola Solutions has made a number of assumptions in preparing this proposal , which are noted below . Motorola Solutions will need to verify all assumptions or seek 4,6 alternate solutions in the case of inaccurate assumptions . Frequency coordination and FCC licensing for the six (6 ) required 700MHz frequency pairs will be accomplished by Weld Co . The provided coverage estimate maps assume a licensed ERP of up to 120 W ( 50 . 72 dBm ) . This calculated ERR estimate is based upon each radio operating at full power. The shore power presented at any intended location of operation will provide the SOW trailer with a single-phase , 3 wire 120/240 \/AC power source . 9 Ethernet site connectivity will be provided by Weld County through LTE , satellite , or other appropriate forms of Ethernet service . This service is assumed to meet/exceed the backhaul requirements outlined within this proposal . In order to ensure a smooth implementation coordination with the Motorola post -sale implementation team is suggested to ensure that the intended form of connectivity is appropriate for the site ' s operations . -- It is assumed that Weld County will provide any desired form of UPS or other battery-backup equipment required to support the backhaul connectivity equipment . The proposed solution currently only features a battery -backup power source for the GTR 80O0 ESS and its integrated site router. --- Up to two (2 ) 27 RU racks are available to support the backhaul connectivity equipment . The FRCC master site intended to support the mobile SoW' s operation must feature a Juniper based Switching and Routing Center (SRC) as GGM 8000 site routers are no longer available to support new site expansions. As such , the proposed SoW' s GTR 8000 ESS features Motorola ' s latest Juniper SRX 345 Router offering . Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. `�• ';;,,, Motorola Solutions Confidential Restricted Statement of Work 4-4 Weld County May 1 ? , 2020 vn This proposal does not include any remote site monitoring equipment such as the SDM 3000 RTU . Audio quality and site performance may vary based upon the chosen form of Ethernet backhaul . Satellite based links are typically sufficient, but may result in varying levels of site performance due to the high level of associated latency . • Firewalls or other devices that may be required to support the desired form of site connectivity are not included as part of this proposal , at this time . Antennas will be removed and stored when SOW is not in operation and during any movement of the trailer Antenna lines will be stored and only connected when the SOW is being brought into operation . Weld County is responsible for any and all backhaul connectivity to the Master site . Since the SOW is not in a permanent fixed location , Motorola cannot provide backhaul connectivity . All work is to be conducted Monday — Friday 8 : 30am — 4 : 30pm Initial schedule is preliminary and the final schedule will be determined during the detailed design review . Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. p j; Motorola Solutions Confidential Restricted Statement of Work 4-5 Weld County March 24, 2021 SECTION 5 UPDATED PRICING SUMMARY Please see the pricing summary included below. Equipment and Services Summary Description Price ($) Equipment $737 , 957 Implementation Services $ 109, 374 TOTAL SYSTEM $847,331 Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. 'jM :kf Motorola Solutions Confidential Restricted Pricing Summary 5-1 Weld County May 11 , 2020 SECTION 5 II ING SUMMARY Please see the pricing summary included below . Equipment and Services Summary Description Pricc ($) Equipment $773 , 957 Implementation Services ,. $ 109 , 374 TOTAL $883,331 ® �$.> SYSTEM / J : St fir, s (�l 9 l// i• / Q C 0 r obile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. Pricin Summary 5-1 1a ;i:� Motorola Solutions Confidential Restricted g Weld County May 11 , 2020 SECTION 6 CONTRACTUAL DOCUMENTATION Motorola ' s Communications System and Services Agreement (OSSA) is attached in the pages below . Mobile Site on Wheels Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 6-1 Chloe Rempel From: Sent: To: Cc: Subject: Attachments: Importance: Chloe, Esther Gesick Wednesday, March 24, 2021 2:40 PM Chloe Rempel Mike Wallace; Barb Connolly; Chris D'Ovidio; Bob Choate; Esther Gesick FW: Motorola Site on Wheels Weld County Proposal - Site on Wheels - Updated Pricing - March 2021.pdf; Motorola SOW Proposal.pdf High Mike had us hold this item pending some rate negotiations. The attachments have been reviewed/approved by Legal and Finance via separate email string. Please replace the old pricing sheet with the attached and list on the next available Agenda. Thank you, Esther E. Gesick Clerk to the Board 1150 O Street(P.O. Box 7581 Greeley, CO 80632 tel: (970) 400-4226 Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Mike Wallace <mrwallace@weldgov.com> Sent: Wednesday, March 24, 2021 1:17 PM To: Barb Connolly <bconnolly@weldgov.com>; Bob Choate <bchoate@weldgov.com> Cc: Esther Gesick <egesick@weldgov.com>; Chris D'Ovidio <cdovidio@weldgov.com> Subject: Motorola Site on Wheels Importance: High Barb & Bob, back in February the BOCC approved the work session for the Site on Wheels, (Motorola SOW Proposal) and you had signed off in ON -BASE, to goto the formal BOCC. We had placed this contract #4474 pending. Since then I was able to negotiate a cheaper price (Weld County Proposal -Site on Wheels Updated Pricing — March 2021) attachment. If you could approve via email, then Esther can get scheduled for the board on Monday the 29th and include these documents into ON -BASE. Thanks Michael R Wallace, ENP,CMCP Weld County Director of Public Safety Communications 1551 N 17th Ave Suite2 1 Entity Name. MOTOROLA SOLUTIONS INC [. New Entity? New Contract Request n ation Entity lD* 0,0003002:1 Contract Name* Contract ID MOTOROLA SITE ON WHEELS FOR PUBLIC SAFETY WIFELESS 4474 COMMUNICATIONS Contract Lead* Contract Status MRWALLACE C:TE REVIEW Contract I ead Ernail mrwallace@co.weld.co.us Contract Description* MOBILE SITE. OF WHEELS FOR PUBLIC SAFETY RADIO COMMUNICATIONS Contract description 2 Contract Type* AGREEMENT Amount k S870,000.00 Renewable.* NO Automatic Renewal NO Grant NO IGA YE.S Parent Contract ID Requires Board Approval YES Department Project Department Requested BOC:C Ag,e:nd.a Due Date COMMUNICATIONS Date* 02/20/2021 02/24.2021 Department Email CM- Cornrnunications:� eldgov.c om Department Head Email CM-Communications- DeptHeadgveldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM - COUNT ATTORNEY WELDG ©V.COM Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO 1GA Deadline Date If this is a renewal enter previous Contract ID if this is part of a MSA enter MISA Contract ID Neste: the Previous Contract Number and Master Services Agreement Number shouid be left blank if thOSE contracts are not in Onaase Contract Dates Effective Date. R View. Date* 10/01/2021 Renewal Date Termination Notice Period ed! Delivery Date. Expiration Date* 12/31/2021 Contact info :at Contact info Contact Name Contact Type Contact Erna al Contact Phone 1 Contact Phone 2 Purchasing Purchasing Approver Purchasing Approved Date pr Proce Department Head €u1f i4E WALLACE DD Approved Date � 7:202 Final Approval ]CC Approved SCICC Signed Date R£3CC Agenda Date 03/29/2021 lrigi n,ator NI RWA LLAC E Finance Approver BARB CQNNOLLY Finance Approved Date 02 (171.2021 44 isi Tyler Ref AG 1329' Legal Counsel BOB CHCJATE Legal Counsel 02/181202'1 d Date Hello