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Home My WebLink About20201053.tiffRESOLUTION RE: APPROVE COMMUNICATIONS SYSTEM AND SERVICES AGREEMENT 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 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 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 8th day of April, A.D., 2020. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: dartifvo �'•1. Weld County Clerk to the Board my : ttorney Date of signature: Li hi -W -O Kevin D. Ross Mike Freeman, Chair GC : C ►-\(Mw) 4aff/2o 2020-1053 CM0027 BOCC STAFF USE Date Set: Time: BOARD OF COUNTY COMMISSIONERS WORK SESSION REQUEST Work Session Title: Geo Redundant Prime Site (35th) Department/Office: Public Safety Communications Date: 02-13-2020 �/e Person requesting work session: Mike Wallace Extension: 2890 Has your commissioner coordinator/BOCC chair approved the work session? x Yes, Commissioner Coordinator Yes, BOCC chair Recommended length of time needed for discussion: X 15 minutes 20 minutes 30 minutes other (list) : In addition to yourself and the board, please list who should attend: Walt Leslie, Don Warden Brief description of the issue:(please select one) Informational only _X Action needed This is for a Redundant Site for the Prime Simulcast System 35th Ave Tower. A redundant site would be located at the Timnath Radio site. At the time the Simulcast was implemented (2012), the technology wasn't available to provide redundancy. This redundant site would ensure radio communications for the Prime Simulcast System in the event of 35th Ave failure. Options for the board: Approve — Redundant Prime Site Disapprove — Redundant Prime Site Recommendation to the board: Approve — Budgeted Redundant Prime Site BOARD CHAIR USE Results/Outcomes: 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 C-2 "Pricing Summary & Equipment List" dated C-3 "Implementation Statement of Work" dated C-4 "Acceptance Test Plan" or "ATP" dated C-5 "Performance Schedule" dated 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. Unless stated otherwise in the addendum, 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 Addendums 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, unless stated otherwise in the addendum. Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Confidential Information" means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 1 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 2 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 http://www.motorolasolutions.com/softwarepolicy 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 3 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 4 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. 4.6. Deleted. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 5 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 $ . If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum. 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 6 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 7 Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 9 SYSTEM ACCEPTANCE 9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 10 REPRESENTATIONS AND WARRANTIES 10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 8 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 9 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 10 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. GENERAL INDEMNITY BY CUSTOMER. Deleted. 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 11 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 Agreement 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 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 less 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 12 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. 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 13 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 14 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 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 �SollutionsInc. Weld County Q By: L--�" —77 -- - By: ' d4LL Name: Thomas Henderson Name: Mike Freeman Title: Area Sales Manager Date: 02/12/2020 Title: Date: BOCC Chair APR 0 8 2020 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 15 O2o -/°63 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 16 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found). 3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 17 Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the 'Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 18 Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 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. 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 19 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, 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 20 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 21 Exhibit B PAYMENT Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. System Purchase (excluding Subscribers, if applicable) 1. 25% of the Contract Price due upon contract execution (due upon effective date); 2. 60% of the Contract Price due upon shipment of equipment from Staging; 3. 10% of the Contract Price due upon installation of equipment; and 4. 5% of the Contract Price due upon Final Acceptance. If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped). Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site -by -site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1. Resource Types Levels Project Management System Engineering System Technologist Project Administration 4 $ 290.00 $ 300.00 $ 280.00 $ 200.00 3 $ 240.00 $ 250.00 $ 240.00 $ 180.00 2 $ 220.00 $ 220.00 $ 220.00 $ 170.00 1 $ 190.00 $ 210.00 $ 210.00 $ 160.00 Table 1 - Hourly Rates These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf. All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 22 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: Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 23 QMOTOROLA SOLUTIONS WELD COUNTY WELD GEO-RED PRIME SITES JANUARY 31, 2020 The design, technical, pricing, and other information ("Information") furnished with this submission is proprietary and/or trade secret information of Motorola Solutions, Inc. ("Motorola Solutions") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions. 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. MOTOROLA SOLUTIONS -I. a , January 31, 2020 5' Mike Wallace Director of Public Safety Communications Weld County 1551 N. 17" Ave Greeley, CO 80631 RE: Geo-Redundant Prime Sites for Central Simulcast Cell Dear Mr. Wallace: Motorola Solutions, Inc. ("Motorola") is pleased to have the opportunity to provide Weld County with quality communication equipment and services with exceptional value. Motorola's solution includes a combination of hardware, software, and services. Specifically, this solution provides the following: a Geo-Redundant Prime Site Located at Timnath • Optimization Services Weld County and Motorola previously entered into a Contract effective December 19, 2018 (the "Contract"). Section 3.4 of the Contract permits the County to make additional purchases of Equipment, Software, and services using the Contract as the underlying agreement. This proposal is based on the assumption that the County will use its rights under Section 3.4 for the proposed transaction(s) and that the terms and conditions of the Contract apply. To accept Motorola's proposal, the County may return a Purchase Order referencing the Contract and Motorola's proposal. This proposal shall remain valid for a period of 60 days from the date of this cover letter. Alternatively, Motorola would be pleased to address any concerns Weld County may have regarding the proposal. Any questions can be directed to Lisa Mansuetti, Account Manager, at 720-441-9545. We thank you for the opportunity to furnish Weld 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 Overview 1-1 1.1.1 Proposed Equipment 1-2 1.2 Design Assumptions..1-2 1.3 System Components .1-3 1.3.1 Prime Access Router 1-3 1.3.2 Sub -site Router 1-3 1.3.3 Prime Site Ethernet LAN Switch 1-3 1.3.4 Backhaul Switches 1-3 1.3.5 GCP 8000 Site Controller 1-3 1.3.6 GCM 8000 Site Comparator 1-4 1.3.7 TRAK 9100 Simulcast Site Reference 1-4 1.4 Intra-Prime Site Link Transport Design Constraints 1-4 1.5 Geo-prime Site AUdio Routing 1-5 1.5.1 Audio Routing - Normal Operation 1-5 1.5.2 Audio Routing — Comparator Failure 1-6 1.5.3 Audio Routing — Primary Prime Site Failure 1-7 1.5.4 Split Brain Operation 1-8 1.6 Backhaul Requirements 1-9 1.7 System Diagrams 1-10 1.8 Power requirements 1-11 Section 2 System Diagrams & Drawings 2-1 Section 3 Equipment List 3-1 Section 4 Statement of Work 4-1 4.1 Assumptions 4-5 Section 5 Project Schedule 5-1 Section 6 Acceptance Test Plan 6-3 6.1 System Reliability Features 6-3 6.1.1 Redundant Comparator Switching — Comparator Failure 6-3 6.1.2 Failure of the Ethernet Backhaul Switch at the Primary GEO Prime Site 6-4 Weld County January 31, 2020 Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Table of Contents i 6.1.3 Failure of Prime Site LAN Switch 1 at GEO-Prime Site - Automatic Activation of Controller 3 6-5 6.1.4 Redundant Comparator Switching —Switch Failure 6-6 6.1.5 Primary Prime Site Link Failure — Simulcast GEO Prime Site to Zone Core Ethernet Link6-7 6.1.6 Single Comparator Failure at Primary GEO-Prime Site 6-8 6.2 Signoff Certificate 6-9 Section 7 Support Plan 7-1 7.1 Overview 7-1 7.2 Services Description 7-1 7.2.1 Technical Support 7-1 7.3 Infrastructure Repair with Advanced Replacement 7-1 Section 8 Pricing Summary 8-1 Section 9 Contractual Documentation 9-1 Weld County Weld Geo-Red Prime Sites January 31, 2020 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Table of Contents ii Weld County January 31, 2020 SECTION 1 SYSTEM DESCRIPTION 1.'9 OVERVIEW Motorola Solutions Inc. "Motorola" is proposing to add a Geo-Prime Site to the North/Central Simulcast Cell for Weld County that currently exist on the FRCC system. This redundant Prime site for the North/Central Cell would be located in the same shelter as the Timnath RF site at: • 40°35'37.0"N, 104°55'33.4'W Geographically redundant ASTRO 25 prime sites keep wide -area simulcast subsystems operating even after a catastrophic loss of one of the prime sites. If the prime site becomes unavailable, the system automatically restores wide area operation with the secondary prime site. SWITCHOVER IS FAST, AUTOMATIC The ASTRO 25 system keeps users connected through a major catastrophe: • Full functionality is provided on all the channels at the sub -sites. • Redundant systems are easy to operate All equipment is centrally managed Simple, familiar system configuration and maintenance Multiple locations appear to the system as a single prime site This proposal is based on the assumption that the FRCC system core and sub -systems will be upgraded to an ASTRO 7.18 or newer release prior to the implementation of this Geo-prime site project The ASTRO 25 IP Simulcast Geo-Prime Site redundant configuration for a A7.18+ Systems consists of the following distributed in two geographical locations: two (2) LAN SWs, three (3) total site controllers two at the primary location and one at the Geo-prime site, two (2) Prime Access Routers, two (2) site frequency references and redundant comparators for each channel. A high-level network diagram shows the architecture of the Weld County North/Central Simulcast Cell is provided in the diagrams section of this proposal. At the existing North/Central Cell Prime Site, the Remote Site Access Router pair and the Prime Site Gateways are as of the date of this proposal all $6000s. It is assumed that when the FRCC core will upgrade to the newer release (A7.18+) those routers will be upgraded to Juniper SRX345. The two existing HP 2610-24 LAN switches will also be upgraded in the process with HPE Aruba 2930F 48G 4SFP+ switches. An SDM 3000 is provided for the new Geo-prime site at Timnath to monitor the status of the equipment on the UEM. Since the Timnath RF site is DC powered, a new DC power system from Delta Electronics (previously Eltek) is included for the new Geo-prime equipment provided. Separate DC plant is proposed instead of an expansion to the existing plant is per customer's Weld Geo-Red Prime Sites 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 January 31, 2020 request. Details on the power draw and heat dissipation is included in a later section of this proposal. An extended Ethernet LAN connections of 10Mbps or 100Mbps is required to be provided on the customer's existing backhaul to support the Intra-prime site link. More information on the Intra-prime link specification is provided in a later section of this proposal. Only one HPE Aruba 2930F 48G 4SFP+ switch is provided as spare as well as one SRX1500 Prime site router, it is assumed that sufficient spare equipment exist at the customer's location. 1.1.1 Proposed Equipment The following is a breakdown of the equipment provided in this proposal by location: Primary prime site (Greeley 35th): • Twelve (12) GCM 8000 redundant comparator software upgrade Geo-prime site (Timnath) • Twelve (12) GCM 8000 Redundant Comparators • One (1) GCP 8000 Site Controller • Two (2) 7.5' Standard 19" racks • One (1) SRX1500 Prime Access Router • One (1) HPE Aruba 2930E 24G 4SFP+ switch • One (1) HPE Aruba 2930E 48G 4SFP+ switch • One (1) TRAK 9100 site frequency reference • One (1) SDM 3000 Remote Terminal Unit (RTU) • Flatpack2 DC Power System from Delta Electronics (Eltek) • One (1) 800W Inverter (DC -AC) Spares • One (1) HPE Aruba 2930E 48G 4SFP+ switch ESI SSU I The following assumptions were taken into account to generate the Geo-prime design: e This proposal is based on a A7.18+ system release. e It is assumed that the existing three (3) sub -sites for the North/Central Simulcast cell for Weld County (Greeley 35th, Greeley Water Tank, and Greeley North) are all equipped with dual GGM 8000 routers that will be upgraded to the SRX345 site routers before the implementation of this project. • The Timnath RF site location is a DC powered site and as such, a DC system from Eltek is provided for the Geo-prime equipment to support the equipment for up to an hour of downtime. • In addition to the DC backup batteries, it is assumed that a generator will be in place at the Timnath location to support the new equipment in an extended power failure. ® It is assumed that the existing backhaul for the FRCC system can support the new bandwidth between the two prime sites, between the Geo-prime and the sub -sites and between the Geo-prime and the Mastersite. Link specs for this design is included in a later section. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-2 Weld County January 31, 2020 o Motorola did not include any cost to re -program the APX radios to the current release, it is the customer's responsibility to maintain the most recent release on the existing subscribers. STEM COMPONENTS This section provides a brief description of the system components included in this proposal for adding the Geo-prime site. 1.3.1 Prime Access Router The Prime Access Router (or PAR Router) provides the IP network routing interface between the prime site and the master site. In a dual prime site link or single prime site link configuration, two PAR routers are required. The prime site router supports Ethernet site links. The IP multi -site subsystem uses the PIM multicast IP routing protocol mainly for voice and control type traffic. The multicast traffic within the subsystem uses the PAR routers as the PIM Anycast RP's for RP redundancy. Because there are RP sets in every IP multi -site subsystem, the RP multicast ranges assigned with each subsystem are isolated and can be reused. 1.3.2 Sub -site Router The Subsite Router, located at the subsite, provides the IP network routing interface between the subsite and the prime site. In the dual subsite link configuration, two subsite routers are deployed, one for each subsite link. In a single subsite link configuration, a single physical Ethernet WAN is deployed with two tunnel interfaces to the prime site. Each tunnel will terminate to each PAR router at the prime site. 1.3.3 Prime Site Ethernet LAN Switch Two paired Ethernet switches form the prime site LAN in an IP multi -site subsystem. They are paired for redundancy so if one of them fails, half of the hosts (site controllers, comparators) on the LAN are still connected to a working Ethernet switch. In a dual prime site link configuration, there are two prime access routers, each of which is attached to a different prime site LAN switch. This ensures that if either switch fails, there is still a path to a prime site router for connectivity to the master site. 1.3.4 Backhaul Switches When using Ethernet links, each sub -site access router or gateway is connected to a backhaul switch. One HPE Aruba 2930F 24G 4SFP+ switch is proposed with an assumption that the other is existing at the primary prime site to facilitate the Ethernet connection for the between the Prime sites and the sub -sites. 1.3.5 GCP 8000 Site Controller The GCP 8000 Site Controller (GCP 8000) is the control interface between the transmitter/receiver subsystem and the Zone Controller. The GOP 8000 Site Controller comprises redundant site controller modules; one site controller module acts as the active module, and the second module acts as a standby. The redundancy minimizes the possibility of Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-3 Weld County January 31, 2020 a single point of failure at the site. A third site controller is proposed at the Geo-Redundant Prime Site. 1.3.6 GCM 8000 Site Comparator The GCM 8000 Comparator ensures the broadcast of the best possible voice signal by combining the best parts of a single signal that has been received by multiple sites in a simulcast system. The comparator features a digital voting methodology: Frame Diversity Reception. The comparator selects the data frame or signals with the lowest Bit Error Rate (BER) and forwards it. By using the best pieces of each input signal, the result is the best possible composite signal. For geographically redundant systems, a set of comparators is required at each prime site. This allows for both sites to be capable of handling all simulcast channel traffic. Additionally, if a single comparator fails at one prime site, the comparator at the other prime site can take over until the original controller can be repaired. The existing SW for the comparators at the current Prime site will be upgraded to redundant Comparator SW. 1.3.7 TRAK 9100 Simulcast Site Reference The TRAK 9100 Simulcast Site Reference is a GPS-based frequency and time reference. The TRAK frequency reference provides the simulcast system 1 PPS (Pulse per Second), 5 MPPS, and 1 PPS + 5 MPPS composite signals. These signals are used to synchronize the transmission of a simulcast system to improve overall performance and coverage. This unit provides a high-level redundancy, including redundant GPS receivers, backup rubidium standard, and redundant power supplies. I N T Ai T NTE;._I To support the geographic redundancy feature, the primary prime site, and secondary prime site interface through an intra-prime site link. The split -prime sites are connected to each other through an extended LAN link referred to as the intra-prime site link. The LAN link operates at a fixed speed of 10 Mbps or 100 Mbps (end -to -end). The speed required is dependent on the subsystem size. Each prime site LAN switch provides a single port (49) for this connection. The intra-prime site link is an extension of the prime site LAN. LAN protocols are typically not designed to run over WAN links and failures on the intra-prime site link are critical to overall performance of the subsystem. Given that LAN messaging is typically more sensitive to link impairments than WAN messaging, it is critical that intra-prime site backhaul designers meet the transport specifications specified in this section. lntra-prime site link failure has no impact on call processing as long as the Primary Prime Site is not impacted and is running under normal operating conditions. The following are requirements and considerations for proper backhaul design to support the Geographically Redundant Simulcast Prime Site configuration: ® One end -to -end transparent 10 Mbps or 100 Mbps Ethernet link is required. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-4 Weld County January 31, 2020 • Highly available Ethernet backhaul design (redundant paths) is required to minimize the risk of entering split -brain. Upon failure within the backhaul, an alternate bidirectional path must be established within 800 ms. • Once a transport path is up in one direction, the backhaul design must ensure bi-directional packet flow in less than 100 ms. • The backhaul design must ensure that no network looping occurs as a result of failure or recovery of a link within the backhaul or during normal operation. • Dedicated bandwidth is essential if the link is shared with other traffic. In other words, throughput must not be impacted by other traffic on the same physical transport. • Subsite links must not rely on the same physical transport as the intra-prime site link whether the subsite is remote or collocated unless an alternate path to the primary prime site is available if the intra-prime site link goes down. • One-way latency on the intra-prime site link (end -to -end between LAN switches) must be ≤ 5ms • For a given subsite, current design constraints for Ethernet Site Links require that the redundant subsite link latency for each link is within 10 ms of each other. • The intra-prime site link must be factored into the overall budgets for latency, jitter, and packet loss, like any other link segment along the backhaul. • The backhaul must support 802.1q frame format. For certain operations, the Ethernet frames sent from the prime site LAN switches on the intra-prime site link (port 49) could be as large as 1522 bytes (max limit for 802.1q). • The prime site LAN switches apply Quality of Service (QoS) prioritization to the LAN traffic. Given that the packets are ordered by the LAN switches, the backhaul must preserve the order of these packets. • Intra-prime site link traffic is tagged on VLAN 12. If Q -in -Q tagging is not used, the backhaul design must ensure that this VLAN number is not being utilized by other services. GEO-PRIME SITE AUDIO ROUTING Depending on the scenarios that could occur in a Geo-prime simulcast cell architecture, the following describes how the audio is routed between the prime sites and the sub -sites. 1.5.1 Audio - Normal Operation The Figure below shows audio packet routing during normal operation for trunking calls. As stated earlier, the preferred configuration is biased towards the primary prime site. Most of the audio routing traverses the primary prime site only. The intra-prime site link carries messaging between redundant transport components and site equipment (site controllers, comparators) at each split prime site. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-5 Weld County January 31 2020 Master Site 0 Primary Prime Site 1' (00 SSC02 00& O cn Gateways Rouuter 01 CD an CDCD CD o CE) 0cmCr) c ALAN Switch 01 wJS P C ItIP7 b2A\ kccess Router 01 0 0 a a I I / i I I I 1 I I I a 0 0 a a a itic 11.01 n d CMP- Q4A, 9 0 I I CM CM CD CD OD CD OD OD ea, Secondary Prime Site Gateway Router 02 SSCO3 LAN Switch 02 CMP 01B CMP 03B CMP 02B CMP 0nB CMP 04B Access Router 02 Backhaul Switch 02 '' el Remote Subsite 01 CD CD CD a a CD CD o CD ca CS CDT' a e a CD a® a a Oa ® E9 G8 0 J CD CD C? CD C 0 O CD 0 O D 2' 1Z) CD CD 3 CD G7 CD 6 CD CD CD D C CD CD CD CD CD CD CD Remote Subsite 02 ciRemote Subsite 03 STANDBY CMP — Comparartor SSC - Simulcast Site Controller FAILURE Figure 1-1: Geographically Redundant Prime Site with Normal Audio Routing 1.5.2 Audio Routing - Comparator Failure This feature utilizes redundant comparator functionality, to restore channel capacity in the event of a comparator failure. The standby comparator at the secondary prime site automatically activates upon detecting the loss of heartbeat messaging from the primary prime site comparator. As illustrated in the below figure, audio routing traverses the intra-prime site link for this failure scenario. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-6 Weld County January 31, 2020 Master Site 0 ., Primary Prime Site o 613 (22 4 0 SSCO2 - _ 8 a Gateway Rt uter 01 CD CZ CD C':' CD M7P3 CD cADo0 LAN Switch 01 0 OW OP OD S OD OD OD ccess Router 01 0 1 k 01 z e o 1 ti ® E a 0 a ° e 0 I a I e $ el e 0® 0 4$ 0 a 0 0 d 0 0 e 0 e 0 0 0 0 0 El mt, cm 8 A % Q Czpc,oaaoaoa aooaoCDc a 4 0 e 0 sil Opp to ®p paa on cEnczo®a— Secondary Prime Site Gateway Router 02 SSCO3 LAN Switch 02 CMP 03B CMP 02B CMP 0nB CMP 04B Access Router 02 Backhaul Switch 02 Cif C! CD cm cn ® m cm am CM ® ® ......... a Remote Subsite 01 CM CD GD OD CM CD ca gn er9 CD p CD CD Remote Subsite 02 o. Remote Subsite 03 A STANDBY CMP — Comparartor SSC - Simulcast Site Controller FAILURE. Figure 1-2: Geographically Redundant Prime Site with Failed Comparator 1.5.3 Audio Routing — Primary Prime Site Failure The figure below shows the primary objective of this feature. Upon the loss of the primary prime site, the redundant site equipment at the secondary prime site transitions to the active state and restores wide area operation. In addition, the transport equipment detects the failure and all subsites start routing packets to the secondary prime site. Wide -area operation will be restored within 60 seconds (typically < 30 seconds). Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-7 Weld County January 31, 2020 Master Site Prima Prime Site LAN Swifit CMP 01A „AP 03A ,outer 01 N CMP 04A k -,141�Switch 01 k• 0 0 c`Lbreealy liputer 02 43 gais Secondary Prime Site t :. - !OnA II Ie e air 0.ork, O'_? S Access Router t 12 r B cIC j' .( e�Y 0 ! 0 Remote Subsite 01is . e O a ci ED OW OD OD OD ED CM EO ED OD CD Remote Subsite 02 CJ CD CD CM az CD d OD®®Caaa CD a CD aaa — a OD = ! Remote Subsite 03 CD CM C CO d 0 0 C2 © Q CD® CD EM CD OD ED ED as CD ED ED az RD 4D ED CD CD CD az ED ED ED 0 8 e 0 3 3 A _ 9 vJ a o a I e a 6 ® ® 0 ! 0 9 0 ® p ® 0 ! 0 6 8 co STANDBY CMP — Comparartor SSC — Simulcast Site Controller FAILURE 4 co cz cz az az CD CD CM CM CD CD CD CD CD Cm CD CD Figure: 1-3 Geographically Redundant Prime Site with Failed Prime Site 1.5.4 Split Brain Operation The likelihood of the LAN connection failing between the switches is greater for a geographically redundant prime site configuration as compared to the existing prime site architecture. Unlike standard prime sites which utilizes a direct connection between LAN switches at the same location, this connection will now be extended over a large distance via a layer 2 transport. As a result, this feature must account for the scenario where the intra-prime site link fails. In the event of this failure, the site controller at the secondary prime site will activate due to loss of connectivity with the active site controller at the primary prime site. In addition, the standby comparators will also transition to the active state due to loss of heartbeat messaging from the active comparators. This mode of operation is referred to as "split brain". See figure below. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-8 Weld County January 31, 2020 Master Site 0 9 I a • a 0 a _ Primary Prime Site SSCO2 0 c 0 0cc i Gateway/ Router 01 c o CJ : a• CE9 ALAN Switch 01 ccess Router 01 a a a a ®' a a 0 a 0 123 a a a a U a a 0 ® tl a © a a o a a _ ® 0 o @ 13 0 a 0 a a a ® o aa. as sa o aCO Secondary Prime Site Gateway Router 02 LAN Switch 02 Baia Access Router 02 Backhaul Switch 02 0 O© o b© CO C CD CJ O O> Remote Subsite 01 CD CD n C CM c7 cn CO OD CD © Ca CM ® ® .... a a CS a 0 ad aan ..®... Remote Subsite 02 ca cm 0 as cm 0 © © © O C? O CD O © O Q CM CM 0 Remote Subsite 03 Lital STANDBY CMP — Comparartor SSC - Simulcast Site Controller Figure 1-4: Geographically Redundant Prime Site with `Split Brain' The following are expected during split brain: • Upon Intra-Prime Site Link Failure Assuming the system was in a healthy state when the intra-prime site link fails, the system should remain in wide area. After 5 seconds, comparators at the secondary prime site activate but they will not be utilized. After 10 seconds, the secondary prime site controller activates but it is not utilized. If a call was in progress, audio from the master site may be disrupted depending on the joined multicast group. • During "Split Brain" While operating in split brain, the subsystem is at risk of an outage if another failure occurs (e.g., prime site gateway or access router fails). All calls will be processed via equipment in the primary prime site. The secondary prime site equipment is not used at all. The system will maintain wide area. In order to connect the new Geo-prime site to the FRCC system, the following minimum backhaul specifications needs be accounted for in preparation for the Geo-Prime site implementation: Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-9 Weld County January 31, 2020 Connection Bandwidth Latency Jitter end to end Packet loss Intra-Prime link 10Mbps ≤ 5ms ≤ 20ms .01% end to end Geo-prime to Mastersite 1.544Mbps ≤ 10ms .01% end to end .01% end to end Geo-prime to Sub -sites 1.544Mbps ≤ 40ms 1.7 SYSTEM DIAGRAMS The following diagram is a high-level system network diagram for the Weld County North/Central Simulcast cell, showing the new equipment provided in this proposal highlighted in green: — RF Suixsetr Geniis/ 35a;CG-eca±c6RF Subs 314• f - Primary P1122%* Site - Srssay 351;:^, - -- - ...- ChX4E. 3x_ 1:211_0 Crai=d by- Rdaah Ar.rarr. . Notes - This n re -4e bet r. h*tom yarn does not present actual pat assignrnls - Hex WI': is tiiitihntrited in green 'Bale( on AT. 16+ ASTTRO Reiesse F r-S&e.Y t W&}d County M IPlS Backram'A ia.it.0 x kdw.P'tmax Ifs Lipr:Lralnt; . RF 3.t c-.t-er ars Network Diagram. Weld County North SlinuicaGt Ce€ New Geo-Prim A { yt4 t i,t : f• .t//tt�� - St:L, G;: tired% - t — Gev-Prime S'ste — Latatica.'.a: Tttex:fh -- .... rnmt7aaE VO.ONA .! VS x P _ L ' Ca MCC' car. pnJai i d:RNOns='_'YF i <.-:--a RY\::.-.2rt Figure 1-5: System Diagram Weld Geo-Red Prime Sites MOTOROLA A SOLUTIONS _ Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-10 Weld County January 31, 2020 The following is the rack diagram for the new Geo-prime site that will be co -located with the Timnath RF site showing the power draw and heat dissipation for the provided equipment: Geo-Prime Site (at Timnath) Weld County North Ceti Estimated Power draw (DC): Rack ? = 1.284 kW Rack 2=20 W +"S% add"d magi^ Total = # _630 k','r 5561 BTUs Prepared by: R.ifaah A khan s Date: 7117/2020 � � �gv45 ./ r k , h Ethernet SPD a f• BwYBrP'T'l1YY. �AVf`11{ . J __Lis'y� 'V • /lrt� fiiQrter • Ain , Cl r .'i +s :rS a . n N - 0. I v '+ f. x GC?.8000 -, -,y JJF r- 1 • 1 OM 2000 1' J. grid 8000 Cam' paa t* r I' _- - y i - GCM 2000 Comparator `. GC12 8000 Camparatar 1, 3ja]] j 1 GCtt8000Camp pater i n „ GCM 3000 Campaxatar .J New Rack Rack I 7:- ,p- nC t>m.. -I n' its .3r 'KP•M. r8i h N ^4s t' •, 7 .Y, ., r Y ^! ," ?„ a � r . ?•:�YvY •h'Y..-sn 2F$'.'St.. Rack 2 7ft 73"W) Rack — J ---4 2 .._-1 i " 10.0100 00 Batteries c�,rya�j�ysu.`-rt+a^n.SYi•.M>':'^ -' Flailicick2 Dc Figure 1-6: Rack Diagram 1.8 POWER REQUIREMENTS MOTOROLA SOLUTIONS The proposed equipment will be supplied with DC power provided by the new Eltek/Delta Electronics power plant. The total power draw is 1.630 kW. The total heat dissipation from the proposed equipment is 5561 BTUs. The DC plant will be shipped with the appropriate DC breakers required for the Geo-prime site equipment. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-11 Weld County January 31, 2020 secnonz SYSTEM DIAGRAMS & DRAWINGS The System Diagrams are included in the pages that follow. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Diagrams & Drawings 2-1 — RE Subsite: Greeley North - -- RP Subsite Greeley 35t1' (Co -located R= Subsite) GTR 8000 ESS (12th) • Primary Prime Site — Greeley 35th C") 1ME_SITE..GATEWAY. A S 3Q 00e.U„ SITE CONTROLLER 01 I ! . v GCP 8060 SITE CONTROLLER 02 SITE FREQ/TIME REFERENCE ,,t......, ., :... .a Li I -� ,ri--..4;1• t 000 Go CAM 8m,� y�l�If..�imi 11 i--- A N. {{ GFM .. _. 1 8000 Comparator j C: - ` % y 58 6 "F {I t ''III ---ur•.. Date: 4/4/2019 Created by: Rifaah Alkhamis IP SITE GATEWAY1 _ SITE GATEWAY? IP IP— IP— IP IP —IP —IP IP IP IP _ ETELAN Sp, OOp}*""AtAAe.oi'• c: 1PPS _ I- l ..M GSM .. 8000 Comparators ss�t:o GC�M 8000 Comparators IP IP _ IP IP Network Diagram: Weld County North Simulcast Cell New Geo-Prime Notes: - This high-level network diagram does not present actual port assignments - New HW is highlighted in green Weld County MPLS Backhaul 10Mbps Intro -Prime Site Extended LAN Link (new) --7 - RP Subsite: Greeley 1NT — GTR 8000 ESS (12th) IP IP Geo-Prime Site -- Location: Timnath ASR . TE_ A1' o AAA oax 2'1ELI ' V " eirsui: i T IP I PPS _ GCM 8000Compa- mtors i28f4 8 4.. I GTR 8000 ESS (12th) SITE CONTR1�`f13 I I fir 10. r...:(1r.' 0�IIL d R ', GP 8000 .₹..1 ,. _ 1 _- I ... M: SITE FREQ/TIME REFERENCE MOTOROLA SOLUTION'S.- Geo-Prime Site Weld County North Cell Estimated Power draw (DC): Rack 1 = 1.332 kW Rack 2=20 W +25% added margin Total = 1.690 kW 5766 BTUs Prepared by: Rifaah Alkhamis Date: 4/4/2019 O O Ethernet SPD O O O GGIVI 8000 1.; 11 O OO .: _�M 8�0 f i- et' Se T�1' 11 crawl- te O Inverter r' DNSWITO4 �;.. . 1ia11i11at1--. 1:1 ' OP'? J....:.... I Y1+ i1 -.a L.1. O 2 • tai .r^ V‘‘'''%','�o ._. rJ 1. 25 _• ', GC P 8000 ' ;ill.. [,._._. .,tGCM i, 8000 Comparator •'; GSM 8000 Comparator GSM 8000 Comparator ir, '•,, 1 a M 8000 I Comparator I. Q 6 nor. -1 . A, �' Gtr I �\ , GSM non Comparator _- : 8000 Comparator 9 6 Rack I tr la O 2a 3a O Rack 2 7ft 2 �°'1it9 r r.�i rrrmarrr/r w,errlrr' f di - c c-vn:r1Cr : a..•sn°e t0710 - 00 '0#E ►# — Batteries INS ••$ F ,., MOTOROLA SOLUTIONS Weld County January 31, 2020 SECTION 3 EQUIPMENT LIST QTY P/N Description (1) Geo-Prime Site Controller #3 (DC powered) 1 T7038 GCP 8000 SITE CONTROLLER 1 CA00303AA ADD: QTY (1) SITE CONTROLLER 1 CA01194AA ADD: IP BASED MULTISITE SITE CONTROLLER SOFTWARE 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 CA02474AA ADD:GEO-REDUN BACK-UP SC LIC 1 T8343 GSERIES SOFTWARE LICENSING 1 UA00405AA ADD: GSERIES SC -P25 TRNK MS IP (12) Geo-Prime Site Comparators 1 T7321 GCM 8000 COMPARATOR 2 CA01183AA GCM 8000 COMPARATOR 2 CA01974AA ADD: TRUNKING REDUNDANT COMPRTR SW 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 T7321 GCM 8000 COMPARATOR 2 CA01183AA GCM 8000 COMPARATOR 2 CA01974AA ADD: REDUNDANT COMPRTR SW TRUNKING 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 T7321 GCM 8000 COMPARATOR 2 CA01974AA ADD: TRUNKING REDUNDANT COMPRTR SW 2 CA01183AA GCM 8000 COMPARATOR 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 T7321 GCM 8000 COMPARATOR 2 CA01183AA GCM 8000 COMPARATOR Weld Geo-Red Prime Sites 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 January 31, 2020 QTY Description P/N 2 CA01974AA ADD: TRUNKING REDUNDANT COMPRTR SW 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 T7321 GCM 8000 COMPARATOR 2 CA01183AA GCM 8000 COMPARATOR 2 CA01974AA ADD: TRUNKING REDUNDANT COMPRTR SW 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 T7321 GCM 8000 COMPARATOR 2 CA01183AA GCM 8000 COMPARATOR 2 CA01974AA ADD: TRUNKING REDUNDANT COMPRTR SW 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 1 X153AW ADD: RACK MOUNT HARDWARE 1 CA00719AA ADD: ASTRO SYSTEM RELEASE 2019.2 1 CA01400AA ADD: POWER CABLE, DC 1 T8343 GSERIES SOFTWARE LICENSING 12 UA00419AA ADD: REDUNDANT CMPRTR P25 TRNK 12 UA00402AA ADD: GSERIES CM -P25 TRNK IP Geo-Prime site: Networking Equipment 1 T8555 EDGE & HUB ROUTER & FIREWALL - DC 1 CA03445AA ADD: MISSION CRITICAL HARDENING 1 CA03448AA ADD: STATEFUL FIREWALL 1 CLN1868 2930F 24 -PORT SWITCH 1 CLN1869 2930F 48 -PORT SWITCH Geo-Prime Site: SDM 3000 RTU (DC powered) 1 F4544 SITE MANAGER ADVANCED 1 VA00872 ADD: SDM ASTRO RTU FW CURR ASTRO REL 1 VA00905 ADD:24/48 VDC PS TO SM 3 V592 AAD TERM BLCK & CONN WI 1 6406066M02 PANEL PUNCH BLOCK Geo-Prime site: Racking 2 TRN7343 SEVEN AND A HALF FOOT RACK 6 0784469Y02 BRKT, CBL SUPPORT 10 3082000X12 CABLE, GROUND Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Equipment List 3-2 Weld County January 31, 2020 QTY P/N Description 2 0310909C91 SCR LCK M6X1X13 STARPAN STL 2 3182602Y06 GROUNDING BUS BAR 2 DS1101990 SPD, R56 SHIELDED COMPLIANT RJ-45 JACK, SINGLE LINE GBE (1000MBPS) 1 DSTSJADP RACK SERIES MOUNT DATA GROUND SPDS BAR, 19 IN FOR TSJ AND WPH 1�a°-�� ..: Geo-Prime powered) site: TRAK9100 Site Frequency Reference (DC 1 DSTRAK91008EDC PRIME/MASTER FREQUENCY TIMING SITE REDUNDANT SYSTEM DC MODULAR 50 DSFSJ150ACABLE CABLE: 1/4" SUPERFLEX POLY JKT PER FOOT 4 DDN9769 F1TNM-HC CABLE 1/4" N MALE CONNECTOR FOR FSJ1-50A TYPE Primary Prime Site: Comparartor SW upgrade 1 T7140 G -SERIES SOFTWARE UPGRADE 12 CA01974AA ADD: TRUNKING REDUNDANT COMPRTR SW 1 T8343 GSERIES SOFTWARE LICENSING 12 UA00419AA ADD: REDUNDANT CMPRTR P25 TRNK Delta DC Power System -Expansion 1 DSBB0112R1 SYS1 FP2 23IN NOAH DC SYS, -48/300A D23A22 R6 2T2 2BW7. 7FT X 3 DS241115105 RECTIFIER, FLATPACK 2 48/2000 HE 4 DS236408 BLIND PANEL FP2 HE BLACK G1 4 DS083E27487500 3A POSITION BIRCUIT BREAKER, SINGLE POLE, ONE PANEL 7 DS0831061408 CIRCUIT BREAKER 5A SINGLE POLE 2 DS502661 BREAKER 60A 1P AUX 5/16 BULLET 2 DS502653 BREAKER 10A 1P AUX 5/16 BULLET 1 DS0991055758 48V 62AH 12V62F BATT SET 1 DS2 19593 BREAKER DISTRIBUTION PANEL-/+ 24/48, 1U 6/6P 1 DS083E21959700 BRKR 3A 1P CR15 SNAPAK 1 DS083E21959800 BRKR 5A 1P CR15 SNAPAK 1 DS083E21960000 BRKR 10A 1P CR15 SNAPAK 1 DS083E21960100 CIRCUIT BREAKER 15 AMP 1 DS265503 INVERTER, 1000VA 48VDC/120VAC ESI SERIES 1KVA/800W Spares 1 CLN1869 2930F 48 -PORT SWITCH Weld Geo-Red Prime Sites 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 January 31, 2020 SECTION 4 TATEMENT OF WORK Motorola Solutions will install and configure the proposed equipment. The following table describes the tasks involved with installation and configuration. Tasks Solutions Motorola Customer S Kickoff Project 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. Review Design Review the Customer's operational requirements. X X Present the solution. the system design and operational requirements for X Present installation plan. X Present final cutover preliminary cutover process. plan and methods to document X Present design. configuration and details of sites required by system X Validate equipment. that Customer sites can accommodate proposed X X Provide existing approvals sites. required to add equipment to proposed X Review safety, security, and site access procedures. X X Provide demarcation backhaul points. performance specifications and X Provide equipment. heat load and power requirements for new X Provide information on existing system interfaces. X Assume Solutions' responsibility control. for issues outside of Motorola X Review Description, Acceptance and update Test Statement Plan, design of based documents, Work, on Project Design including Schedule, Review System and agreements. X Provide customer minimum provided acceptable hardware, performance software, LAN, specifications WAN and for X Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-1 Weld County January 31, 2020 Tasks •- Motorola Solutions Customer Internet connectivity. Execute changes Change to Order the Contract in accordance resulting with from the all Design material Review. X Deliverable: Finalized design documentation Change Order based upon documentation. "frozen" design, along with any relevant 'Si - , -tiEPARATION AND DEVELO ENT General Facility Improvements Provide and Standards surge adequate protection and Guidelines HVAC, based grounding, upon for Communication Motorola lighting, Solutions' cable Sites routing, (R56) X Ensure material asbestos, and other the issues structural building resolution at each risks. integrity of environmental site including, (tower, rooftop, and but not hazardous limited water tank, to, etc.), X Ensure system breakers, that equipment, surge electrical protectors, including service isolation and will accommodate cabling. transformers, installation circuit of X Provide demarcation obstruction point -free and area system for equipment. the cable run between the X Provide equipment structure (e.g. antennas, penetrations microwave (wall or roof) radios, for etc.). transmission X Supply wire supports. interior building cable trays, raceways, conduits, and X Pay during ongoing for the usage construction basis. costs of power and installation and generator effort, fueling, and on both an X Transport Customer removed and within site equipment Customer's jurisdiction. to a location designated by X Deliverable: Sites meet physical requirements for equipment installation. SYSTEM INSTALLATION Equipment Order and Manufacturing Create equipment order and reconcile to contract. X Manufacture necessary for Motorola system Solutions based -provided on equipment equipment order. X Procure non -Motorola Solutions equipment necessary for the X system. Deliverable: Equipment procured and ready for shipment. Equipment Shipment and Storage Provide secure location for solution equipment. X Pack locations. and ship solution equipment to the identified, or site X Receive solution equipment. X Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-2 Weld County January 31, 2020 Tasks Motorola Customer Solutions Inventory solution equipment. X Deliverable: Solution equipment received and ready for installation General Installation , . .. Deliver solution equipment to installation location. X Install all proposed fixed equipment as outlined in the System Description based upon the agreed -upon floor plans, connecting audio, control, and radio transmission cables to connect equipment to the power panels or receptacles, and X audio/control line connection points. Installation performed in accordance with R56 standards and state/local codes. Provide system interconnections that are not specifically outlined in the system design, including dedicated phone X circuits, microwave links, or other types of connectivity. Install and terminate all network cables between site routers and network demarcation points, including microwave, leased X lines, and Ethernet. Ensure that Type 1 and Type 2 AC suppression is installed to X protect installed equipment. Connect installed equipment to the provided ground system. X Label equipment, racks, and cables. X Perform preliminary audit of installed equipment to ensure X compliance with requirements and R56 standards. Note any required changes to the installation for inclusion in X the "as -built" system documentation. Deliverable: Equipment installed. n 'STEM AND i .. TESTING <[- t OPTIMIZATION 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. Acceptance . .. , Functional Testing Verify the operational functionality and features of the solution supplied by Motorola Solutions, as contracted. Witness the functional testing. X Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-3 Weld County January 31, 2020 • Motorola Solutions Customer Tasks 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 X use, repeat that particular task after Motorola Solutions determines that corrective action has been taken. Resolve any minor task failures before Final System X Acceptance. Document review. the results of the acceptance tests and present for X Review and approve final acceptance test results. X Deliverable: Completion of functional testing and approval by Customer. Cutover = - Finalize Cutover Plan. X X Calibrate and tune existing mobile and portable radios to X ensure good working order. Provide Motorola Solutions with user radio information for X input into the system database and activation, as required. Provide programming of user radios and related services (i.e. template building, re -tuning, testing and installations), as X needed, during cutover period. Conduct cutover meeting with relevant personnel to address both how to mitigate technical and communication problem impacts to the users during cutover and during the general X operation of the system. time Notify planned the personnel for cutover. affected by the cutover of the date and X Provide project ongoing and schedule. communication with users regarding the X X Cut system. over users and ensure that user radios are operating on X Resolve punchlist items, documented during the Acceptance Testing acceptance. phase, in order to meet all the criteria for final system X Assist Motorola Solutions with resolution of identified punchlist items by providing support, such as access to the sites, X items. equipment and system, and approval of the resolved punchlist Deliverable: Migration to new system completed, and punchlist items resolved. to Warranty - Transition Review the items necessary for transitioning the project to warranty support and service. X Motorola Solutions to provide services during year 1 warranty X which align with the proposed services. Provide a Customer Support Plan detailing the warranty X support associated with the contract equipment. Weld Geo-Red Prime Sites 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 January 31, 2020 Tasks Motorola Solutions Customer Participate Certificate in (PTC) the Transition Service/Project process. Transition X Deliverable: Service information delivered and approved by Customer Finalize Documentation and System Acceptance Provide related manufacturer's material to installation Customer upon material, project completion. part list and other include Provide Customer - ® Drawings Functional Equipment the an preferred will electronic following: Acceptance Inventory be delivered electronic as -built List. Test in system Adobe media. Plan Test PDF manual The Sheets documentation format. on CD and or Results. other will X Receive and approve documentation. X Execute Final Project Acceptance. X X Deliverable: All required documents are provided and approved. Final Project Acceptance. Hy s ASSUMPTIONS Motorola has based the system design on information provided by Weld County personnel, site walks, and an analysis of the system requirements. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to Weld County, a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order. • Weld County personnel will receive all equipment and store in a secure location • Weld County personnel will rack all equipment in the racks • Weld County personnel will complete all tasks associated with the cold installation of the new equipment, including installing racks, cabling, and labeling equipment. • Weld County personnel will install the DC plant, including all associated breakers, and connect to the electrical panel. The Timnath RF site location is a DC powered site and as such, a DC system from Eltek is provided for the Geo-prime equipment to support the equipment for up to an hour of downtime. • In addition to the DC backup batteries, it is assumed that a generator will be in place at the Timnath location to support the new equipment in an extended power failure. • Weld County personnel will connect all equipment associated with this project to the DC system, including any equipment that needs to be connected to the inverter for AC operation. • Proper grounding exists and all equipment will be grounded by Weld County personnel. All installation must meet R56 standards. • Weld County is responsible for providing the backhaul to the core. This includes any backhaul paths to Weld County's DSR core. • Weld County will ensure that all network connections, including connections to the core, remote site, and the connection between the prime sites, meets all required network specifications, including bandwidth, jitter, and delay values. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-5 Weld County January 31, 2020 ® It is assumed that the existing three (3) sub -sites for the North/Central Simulcast cell for Weld County (Greeley 35th, Greeley Water Tank, and Greeley North) are all equipped with dual GGM 8000 routers that will be re -used for Geo-prime site configuration. ® All remote sites have 2 existing routers. One will route traffic to the Main Prime site while the second will route traffic (if necessary) to the Redundant Prime site. ® Motorola did not include any cost to re -program the APX radios to the current release, it is the customer's responsibility to maintain the most recent release on the existing subscribers. ® No training has been included in this proposal ® All work is to be conducted during normal work hours, Monday — Friday, 8:00 am to 5:00 pm. ® The schedule provided as part of this project is preliminary in nature and subject to change. It is meant to be representative of the schedule required to implement the scope of work of this proposal. The final project schedule will be finalized during the Detailed Design Review. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-6 Weld County January 31, 2020 SECTION 5 ROJECT SCHEDUL The Project Schedule is listed on the page that follows. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Project Schedule 5-1 ID 1 2 3 4 5 6 7 8 9 10 Task Name Contract Contract Design Review Order Processing Manufacturing Ship to Field Receive and Inventory Duration 14 days 10 days 5 days 55 days 12 days 7 days Installation 39 days Audit and Acceptance Testing 10 days Finalize _ Final Documentation 15 days Final Acceptance_Transition to 5 days Service Start Mon 3/16/20 Fri 4/3/20 Fri 4/17/20 Fri 4/24/20 Fri 7/10/20 Tue 7/28/20 Thu 8/6/20 Wed 9/30/20 Wed 10/14/20 Wed 11/4/20 Finish Thu 4/2/20 Thu 4/16/20 Thu 4/23/20 Thu 7/9/20 Mon 7/27/20 Wed 8/5/20 Tue 9/29/20 Tue 10/13/20 Tue 11/3/20 Tue 11/10/20 Mar Qtr 2, 2020 Apr May Jun Qtr 3, 2020 Jul Aua Sep Qtr 4, 2020 Oct Nov 1 del Project: Weld County Geo-Redundant Prime Preliminary Schedule Date: Thu 1/23/20 Task Split Milestone Summary Project Summary Inactive Task Inactive Milestone Inactive Summary Manual Task Duration -only 111{1 lltillllll(I till,, II r _ Page 1 Manual Summary Rollup Manual Summary Start -only Finish -only External Tasks External Milestone Deadline Progress Manual Progress ; L Weld County January 31, 2020 SECTION 6 ACCEPTANCE TEST PLAN 6.1 SYSTEM RELIABILITY FEATURES 6.1.1 Redundant Comparator Switching• Comparator Failure 1. DESCRIPTION IP Simulcast Trunking subsystem can use two comparators for each channel in a redundant configuration at the Prime Site. The standby comparator is made active upon the loss of the active comparator. SETUP RADIO -1 - TALKGROUP 1 RADIO -1 - SITE - SITE 1 RADIO -2 - TALKGROUP 1 RADIO -2 - SITE - SITE 1 Channel -1 — Control Channel CSS Status Panel or UNC command can be used to verify the current redundancy state of the comparator (Active or Standby). VERSION #1.030 Weld Geo-Red Prime Sites 2. TEST Step 1. Verify the system is in Wide Trunking Mode with Channel -1 as the control channel and Channel -2 in service. Step 2. Key RADIO -1 and verify that RADIO -2 hears the audio. Verify Channel -2 is used. Step 3. Power off or Disable the Active comparator (i.e. Comparator 2) for Channel -2. Verify Channel -2 is out of service and RADIO -1's call ended. Step 4. DeKey RADIO -1 Step 5. Verify the Standby comparator (i.e. CM2b) for Channel -2 becomes Active and Channel - 2 is back in service (note the event in UEM event viewer). Step 6. Re -key RADIO -1 and verify that RADIO -2 hears the audio. Verify Channel -2 is used. Step 7. Power on or restore Comparator -2. Verify Comparator -2 is in the Enabled state. Pass Fail Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted 6-3 Weld County January 31, 2020 System Reliability Features 681.2 Failure of the Ethernet Backhaul Switch at the Primary GEO Prime Site 1. DESCRIPTION This test shows that in the event the Ethernet Backhaul Switch at the primary prime site fails, the voice traffic from the remote subsites are rerouted through the secondary prime site to the primary prime site. SETUP RADIO -1 -TALKGROUP 1 RADIO -1 - SITE - SITE 1 RADIO -2 - TALKGROUP 1 RADIO -2 - SITE - SITE 2 VERSION #1.040 Weld Geo-Red Prime Sites 2. TEST Step 1. Initiate a talkgroup call from RADIO -1 on TALKGROUP 1. Observe that RADIO -2 receives the audio. Dekey RADIO -1. Step 2. Step 3. Step 4. Disconnect the AC power cord from the Ethernet Backhaul Switch at the primary prime SITE 1. Observe that appropriate alarms occur in the UEM and that SITE 1 is still in Wide Area Trunking mode of operation. Initiate a talkgroup call from RADIO -1 on TALKGROUP 1. Observe that RADIO -2 receives the audio. Dekey RADIO -1. Step 5. Reconnect the AC power cable disconnected in step 2. Step 6. Observe that SITE 1 continues to operate in Wide Area Trunking. Step 7. Initiate a talkgroup call from RADIO -1 on TALKGROUP 1. Observe that RADIO -2 receives the audio. Pass Fail Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 6-4 Weld County January 31, 2020 System Reliability Features �r YS�Z1S' .V� ♦��J� �'�11 _ _i -'iT 'y tJr`�J�z _` 6.1.3 Failure of Prime Site LAN Switch 1 et GEO- Prime Site - Automatic Activation of Controller 3 1. DESCRIPTION The primary objective of this prime site configuration is to provide a highly available trunked simulcast subsystem where the failure or total destruction of a prime site location will not result in the loss of wide area radio communications for any significant period time. This test will show that in the event of a failure or loss of both the active and redundant multisite controllers at the primary prime site, the site controller at the secondary prime site (multisite controller 3) will be automatically activated to restore the system back to wide area operation. This particular event can occur due to a failure of both multisite controllers at the primary prime site or due to a failure of the prime site LAN switch they are connected to. S ETUP RADIO -1 - TALKGROUP 1 - SITE 1 RADIO -2 - TALKGROUP 1 - SITE 2 Multisite Controller 1: Active Multisite Controller 2: Standby Multisite Controller 3: Standby U EM Session running on NM Client U NC Session running on NM Client VERSION #1.120 Weld Geo-Red Prime Sites 2. TEST Step 1. Initiate a talkgroup call from RADIO -1. Observe that RADIO -2 receives the audio. Step 2. Disconnect the AC power cord from the Prime Site LAN Switch at the primary prime site. Step 3. Observe that the call is dropped and appropriate alarms occur in the UEM. Step 4. Observe that SITE 1 returns to the Wide Area Trunking mode of operation after a brief outage. Step 5. Initiate a talkgroup call from RADIO -1. Observe that RADIO -2 receives the audio. Step 6. Dekey RADIO -1. Step 7. Reconnect the AC power cable disconnected in step 2. Step 8. Observe that SITE 1 returns to the Wide Area Trunking mode of operation after a brief transition to Site Trunking. Step 9. Initiate a talkgroup call from RADIO -1. Observe that RADIO -2 receives the audio. Step 10. Dekey RADIO -1. Pass Fail Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 6-5 Weld County January 31, 2020 System Reliability Features 61.4 Redundant Comparator Switching Switch Failure 1. DESCRIPTION IP Simulcast Trunking subsystem can use two comparators for each channel in a redundant configuration in the Prime Site. The standby comparator is made active upon the loss of the active comparator due to the LAN switch failure. SETUP RADIO -1 - TALKGROUP 1 RADIO -1 - SITE - SITE 1 RADIO -2 - TALKGROUP 1 RADIO -2 - SITE - SITE 1 Channel 1 — Control Channel CSS Status Panel or UNC command can be used to verify the current redundancy state of the comparator (Active or Standby). VERSION #1.020 Weld Geo-Red Prime Sites 2. TEST Step 1. Verify the system is in Wide Trunking Mode with Channel 1 as the control channel and Channel 2 in service. Step 2. Key RADIO -1 and verify that RADIO -2 hears the audio. Verify Channel 2 is used. Step 3. Determine the LAN switch to which the current Active Comparator (i.e. CM2) for Channel 2 is connected. Step 4. Power off Switch the LAN switch. Verify Channel 2 is out of service and RADIO -1's call ended. Step 5. Dekey RADIO -1. Step 6. Verify the Standby comparator (i.e. CM2b) for Channel 2 becomes Active and Channel 2 is back in service (note the event in UEM event viewer). Step 7. Re -key RADIO -1 and verify that RADIO -2 hears the audio. Verify Channel 2 is used. Step 8. Power on or restore the LAN switch. Pass Fail Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 6-6 Weld County January 31, 2020 System Reliability Features 1 6.1.5 Primary Prime Site Link Failure — Simulcast GEO Prime Site to Zone Core Ethernet Link " _ 1 • 1. DESCRIPTION This test shows that in the event of a failure of the link between the primary prime site and the zone core, the voice traffic from the primary prime site is rerouted through the secondary prime site to the zone core. SETUP RADIO -1 - TALKGROUP 1 RADIO -1 - SITE - SITE 1 RADIO -2 - TALKGROUP 1 RADIO -2 - SITE - SITE 2 VERSION #1.040 Weld Geo-Red Prime Sites 2. TEST Step 1. Step 2. Step 3. Initiate a talkgroup call from RADIO -1 on TALKGROUP 1. Keep the radio keyed up until instructed to dekey. Observe that RADIO -2 receives the audio. Create a site link failure (prime site to zone core) by disconnecting the Ethernet LAN cable from the Prime Site Router at the primary prime SITE 1. Worst case, observe an audio hole in from RADIO -1 to RADIO -2, but that the call continues. Dekey RADIO -1. Step 4. Observe, in the Unified Event Manager, that the site link has failed. Step 5. Observe that the SITE 1 continues to operate in Wide Area Trunking. Step 6. Initiate a talkgroup call from RADIO -1 on TALKGROUP 1. Keep the radio keyed up until instructed to dekey. Observe that RADIO -2 receives the audio. Step 7. Reconnect the Ethernet LAN cable to the Prime Site Router at the primary prime SITE 1. Step 8. Observe that SITE 1 continues to operate in Wide Area Trunking. Step 9. Observe that RADIO -2 receives the audio from RADIO -1. Step 10. Dekey RADIO -1. Pass Fail Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 6-7 Weld County January 31, 2020 System Reliability Features 6t6 Single Comparator Failure at Primary GEO-Prime Site 1. DESCRIPTION This test shows that in the event of a failure of any comparator at the primary prime site, channel capacity will be restored via the redundant comparator at the secondary prime site. Simulcast remote site audio for that channel is rerouted to the corresponding comparator at the secondary prime site and that comparator assumes voting functionality for that channel. SETUP NOTE: If there are a large number of channels, you may want to reduce the number of available channels. RADIO -1 TALKGROUP 1 - SITE 1 RADIO -2 TALKGROUP 1 - SITE 1 VERSION #1.040 Weld Geo-Red Prime Sites 2. TEST Step 1 Step 2. Initiate a talkgroup call from RADIO -1 on TALKGROUP 1 on the channel to be demonstrated. Keep the radio keyed until instructed to release. Observe that RADIO - 2 receives the audio. Create a comparator failure at the primary prime site by disconnecting the Ethernet LAN cable between the comparator and the corresponding Prime Site LAN Switch. Step 3. Observe the call is dropped. Step 4. Observe, in the Unified Event Manager, that the comparator has failed. Step 5. Observe that the channel returns to service after a brief outage. Step 6. Using RADIO -1, initiate talkgroup calls until the test channel is assigned. Observe that RADIO -2 receives the audio. Step 7. Dekey RADIO -1. Step 8. Reconnect the Ethernet LAN cable between the comparator and the Prime Site LAN switch at the primary prime site. Observe that the comparator is brought back online and that any alarms are cleared in the UEM. Step 9. Observe that the channel remains in service Step 10. Using RADIO -1, initiate talkgroup calls until the test channel is assigned. Observe that RADIO -2 receives the audio. Dekey RADIO - 1. Pass Fail Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 6-8 Weld County January 31, 2020 i F !F9 By their signatures below, the following witnesses certify they have observed the system Acceptance Test Procedures. WITNESS: Please Print Name: Please Print Title: WITNESS: Please Print Name: Please Print Title: WITNESS: Please Print Name: Please Print Title: Signatures . • . a .� _-.24 �, u.:w:3�?;rrt- •.:.._o:. .=dxel t:>xL-t44u Date: -�•_5".�.:°._Y t_� 1v*N..�.•[5�3^ iii to .'l.. �:l�x^�,•b'-'c≥'S tti Initials: Date: Initials: Date: Initials: Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 6-9 Weld County January 31, 2020 SECTION 7 SUPPORT PLAN 7,1 OVERVIEW Motorola will provide warranty services per the standard warranty terms and conditions as outlined within the Communication System and Services Agreement between Weld County and Motorola effective December 19, 2018. In addition, Motorola will provide the following above -warranty services during the Warranty Period. The services are described generally below. Statements of Work more fully describing the services are available upon request. • Technical Support • Infrastructure repair w/Advanced Replacement SERVICES DESCRIPTION 7.2.1 Technical Support Motorola's Technical Support service provides telephone consultation for technical issues that require a high level of ASTRO network expertise and troubleshooting capabilities. Remote Technical Support is delivered through the Motorola System Support Center (SSC) by a staff of technical support specialists skilled in diagnosis and swift resolution of infrastructure performance and operational issues. Technical Support provides access to a solutions database, as well as access to in house test labs and additional Motorola technical resources Motorola applies industry best practices in recording, monitoring, escalating and reporting for Technical Support calls from its contracted customers, reflecting the importance of maintaining mission critical systems. 7.3 INFRASTRUCTURE REPAIR WITH ADVANCE REPLACEMENT Infrastructure Repair with Advanced Replacement provides for expedited replacement of the equipment in the proposed solution, whether it is manufactured by Motorola or by another vendor. When a component fails, Weld County will be able to request a replacement and have it shipped immediately for use in the system, prior to sending the faulty component to Motorola for repair. When requesting a replacement component, Weld County can choose to either keep the replacement component or send it back to Motorola once the original failed component is repaired and returned. Motorola will pay two-way shipping on all components shipped through this service. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Support Plan 7-1 Weld County January 31, 2020 SECTION 8 PRICING SUMMARY Please see the pricing summary included below. Equipment and Services Summary Description Price ($) Equipment $324,810 Implementation Services $130,087 TOTAL SYSTEM $454,897 Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing Summary 8-1 Weld County January 31, 2020 SECTION 9 NTRACTUAL DOCUMENTATION Contractual Documentation is included on the pages that follow. Weld Geo-Red Prime Sites Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 9-1 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 C-2 "Pricing Summary & Equipment List" dated C-3 "Implementation Statement of Work" dated C-4 "Acceptance Test Plan" or "ATP" dated C-5 "Performance Schedule" dated 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. Unless stated otherwise in the addendum, 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 Addendums 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, unless stated otherwise in the addendum. Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the Communication System and System implementation services. The terms in the Addendum are applicable only to the specific service or offering described therein. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Confidential Information" means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 1 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 2 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/softwarepolicy 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 Data99 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 3 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 licerse, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has g anted 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 f the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 SERVICES Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 4 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/softwarepolicy 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. 4.6. Deleted. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 5 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 $ . If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A change in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum. 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 6 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 7 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 oe corrected according to a mutually agreed schedule. 9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 10 REPRESENTATIONS AND WARRANTIES 10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 8 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 9 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 10 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. GENERAL INDEMNITY BY CUSTOMER. Deleted. 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. 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 11 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. Sect c•, n'15 L ITATI NOF IABI LITY 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 rl T MOTOROLA WILL NOT E LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, SLVENUES, PROFITS R SAVINGS; R 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. L, Section 16 CCONFIDENTI 4-,LITY AND PROPRIE 16.1. CNFIDENTIAL INFORMATION. ARV RIGH S 16.1.1. During the term of this Agreement 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 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 less 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 12 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. 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 13 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 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 Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 14 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 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 County By: By: Name: Name: Title: Title: Date: Date: Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 15 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 capabilkies, 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 16 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source Software (or specify where that license may be found). 3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 17 Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 18 Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 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. 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 19 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, 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 20 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. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 21 Exhibit B PAYMENT Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. System Purchase (excluding Subscribers, if applicable) 1. 25% of the Contract Price due upon contract execution (due upon effective date); 2. 60% of the Contr.ct Price due upon shipment of equipment from Staging; 3. 10% of the Contract Price due upon installation of equipment; and 4. 5% of the Contract Price due upon Final Acceptance. If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon shipment (as shipped). Motorola shall make partial shipments of equipment and will request payment upon shipment of such equipment. In addition, Motorola shall invoice for installations completed on a site -by -site basis or when professional services are completed, when applicable. The value of the equipment shipped/services performed will be determined by the value shipped/services performed as a percentage of the total milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the maximum allowable rate by state law. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. The chart below outlines the hourly labor rates for Motorola System Integration resources to be used. The staffing requirements shall be multiplied by the appropriate rate per resource in the table below. The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in Table 1. Resource Types L eve kk Project Management Systems ERghne e li'hrlg gh f' Project System Te d oollo Ad 't' hn Usf rat ion. 4 $ 290.-1..00 $ 3nfl_? (Q S 280.00 $ 2,00_-00 3 $ 240.00 $ -1 LOD $ 240.00 $ 1x'0.00 2 $ 22.0.00 S 2,20.00 S 720.n0 S '170.00 I 5 190.00 $ 210.30 $ 210.00 $ 160130 Mb i - Hauft y Razes These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional surcharges may apply to work done outside these timeframes. The minimum charge for any resource will be 4 hours. Travel expenses are not included in these rates and may be charged separately. The qualifications of each type and level of resource are defined in the tables found at https://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408.pdf. All Motorola System Integration personnel assigned to this project will be classified according these levels. Project Administrative roles are varied and their specific duties and qualifications will be determined by the complexity and requirements of each project. Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 22 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: Weld County, CO Motorola Solutions, Inc Contract No. 20.222786 23 New Contract Request Entity : r :ion Entity Name* MOTOROLA SOLUTIONS INC Contract .Name* PRIME SIMULCAST Contract Status CTB REVIEW REDUNDANT SITE Contract De.scriptiont RE D U IIT PRIME SI Contract Description Contract Type °' AGREEMENT Amount* $45097.00 :Anew . e NO Automatic Renewa N 0 Grant IGA If this. is a renewal 'f this. is pan of a mot. ULL SITE Entity t 000030021 inepartment COMMUNICATIONS Department Email CM- Communications@weldgov.co De partment Head Emai CM-Communications- DeptHead@weldgov.com Con r ty Attorney GENERAL COUNTY ATTORNEY EMAIL COUIT Attorney Email CM- COUNTYf°':TT R.NE ri@WELD GOB`. CO enter previous Contract ID MSA enter SA Contract I Contract ID 3507 Contract Lead* T RWAL.:LACE. .....-1 New Enti Contract act Lead Email mrwallace@co.weld. CQ.. U.S Requested BOCC Agenda Dot 04/0812020 Will a work sessi HAD Parent Contract I Requires YES Board Approval Department Project Due Date '0410412020 on with BOCC be required?* Does Contract require ire .Purchasing ask Dept to e included? No Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in OnBase Contract Date.s to Date. 04/08/2 Termination ination. Notice Period Review Date* I 010112020 Committed i e Date Renewal Date Expiration Date 12/3112020 1 • • Contact information Ii Contact info Contact me Purchasing PurchasingApprover pprovai P rocess Department Head MIKE WALLACE OH Approved 4/0212020 Date Final Are ROCC Approved ROCC Signed Date BOCC Agenda Date 0410812020 Originator MRWALLACE Submit Contact Type Contact Emai l Purchasing Finance Approver BARB CONNOLLY Finance:prove; Date. 0612020 Tyler. Ref AG 040820 Contact Phone 1 proved Date Legai Counsel BOB CHOA. E Cage Counsel 041061 02' Contact proved Phone Date Hello