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Home My WebLink About20194949.tiffco,1 W--rLW 2E17 - - h/2g5 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: Amendment to Motorola Services Agreement DEPARTMENT: Public Safety Communications DATE:11-16-2020 PERSON REQUESTING: Michael R Wallace Brief description of the problem/issue: Amendment to the Motorola Service Agreement(Onbase Contract#3283/Tyler#2019-4949), to increase the original agreement by $2,375 annually, with a total of $7,125 for the duration of the Service Agreement. This is increase is due to the addition of the GEO Redundant Prime for 35th Ave that's located at Timnath Tower. What options exist for the Board? (include consequences, impacts, costs, etc. of options): Approve — Amendment Disapprove — Amendment. Impacts of not approving would be no technical support or general maintenance for the GEO Redundant Prime for 35th Ave. which radio communications would be impacted if failure of 35th Ave occurred. Recommendation: Approve Amendment to add annual maintenance and technical support for GEO Redundant Prime site for 25th Ave. Approve Recommendation Mike Freeman, Chair Scott K. James Barbara Kirkmeyer Steve Moreno, Pro -Tern Kevin D. Ross 14 6 12/02420 Schedule Work Session Other/Comments: c& 9M-6* Cam') /O2/ P cv-fr° 2.Of-�9�� X002 7 AMENDMENT NUMBER I TO SERVICES AGREEMENT - CONTRACT NUMBER USC000002733 This Amendment Number 1 ("Amendment") to the Services Agreement — Contract Number USC000002733, dated December 9, 2019, ("Agreement") by and between Motorola Solutions, Inc., ("Motorola" or "Contra tor") and Weld County Colorado ("Weld County" or "Customer") (collectively the "Parties") is made o2 o2Do20, ("Effective Date"). This Amendment amends the Agreement identified above. RECITALS WHEREAS, the Parties entered into the Agreement dated December 9, 2019, under which Weld County agreed to purchase and Motorola agreed to sell maintenance services to Weld County. NOW, THEREFORE, in consideration of the mutual promises and the good and valuable consideration herein, the Parties hereby agree as follows I. The Agreement is hereby amended to include additional Technical Support services covered under the Service Agreement, ("SA") services. 2 Such additional Technical Support and the applicable pricing are described in the enclosed schedule, attached hereto and incorporated herein as "Schedule 1". 3. Except as amended herein, the terms, conditions and other provisions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the Parties hereby enter into this Amendment as of the date set forth above. Motorola Solutions, Inc. By: rod Name:_Glen Crumpton _ Title: Customer Support Manager Date: November 10, 2020 Weld County Colorado By: Name: Mike Freeman Title: BOCC Chair Date: DEC0 2 2020 c2° /9 i/9 SCHEDULE I ADDITIONAL SERVICES This Amendment includes the following technical support in order to deploy the Services Agreement. Additional sites include: • Weld County GEO Redundant Prime The following site will be added to the remainder of the existing Services Agreement, dated December 9, 2019. Additional Annual Impacts GEO Redundant Prime: $ 2,375.00 Annually Impact dates January 1,2021, through December 31, 2024 Total cost of Technical Support Services: $2,375.00 annually and $7,125.00 for the duration of the Services Agreement. Contract Form New Contract Request Entity Information Entity Name* MOTOROLA SOLUTIONS INC Entity ID* gO0030021 Contract Name* TECHNICAL SERVICE AMENDMENT 1 1-25-2020 Contract Status CT6 REVIEW ❑ New Entity? Contract ID 4285 Contract Lead* MRWALLACE Contract Lead Email mtwallace,Pco.weld.co.us Contract Description* AMENDMENT TO TECHNICAL SERVICES AGREEMENT ADDING THE GEO REDUNDANT PRIME Contract Description 2 Contract Type* AGREEMENT Amount* $2,375.00 Renewable* YES Automatic Renewal YES Grant NO IGA NO Parent Contract ID Requires Board Approval YES Department Project If Department Requested BOCC Agenda Due Date COMMUNICATIONS Date* 12'03;2020 12,'07!2020 Department Email CM- Communicationsnweldgov.c OM Department Head Email C:M-Communications- DeptHeadn weldgov.com County Attorney GENERAL COUNTY ATTORNEY EMAIL County Attorney Email CM- COUNTYA I I ORNEY::?WELDG OV.COM Will a work session with BOCC be required?* HAD Does Contract require Purchasing Dept. to be included? NO If this is a renewal enter previous Contract ID If this is part of a MSA enter MSA Contract ID Note: the Previous Contract Number and Master Services. Agreement Number should be left blank if those contracts are not in OnBase Contract Dates Effective Date 01;01,2021 Review Date* 11 101 X2021 Renewal Date* 12.01:2021 Termination Notice Period Committed Delivery Date Expiration Date Contact Information Contact Info Contact Name Purchasing Contact Type Contact Email Contact Phone I Contact Phone 2 Purchasing Approver Purchasing Approved Date Approval Process Department Head MIKE WALLACE DH Approved Date 11;25/2020 Final Approval BOCC Approved BOCC Signed Date BOCC Agenda Date 12/02/2020 Originator MRWALLACE Finance Approver BARB CONNOLLY Legal Counsel BOB CHOATE Finance Approved Date Legal Counsel Approved Date 1 1 ,r 30; 2020 11/30;2020 Tyler Ref # AG 120220 RESOLUTION RE: APPROVE THREE (3) COMMUNICATIONS SYSTEM SERVICE AGREEMENTS 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 three (3) Communications System Service Agreements 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 agreements, and WHEREAS, after review, the Board deems it advisable to approve said agreements, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the three (3) Communications System Service Agreements 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 are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreements. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 9th day of December, A.D., 2019. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, CRADO ATTEST: dithoo��. �C1Ro•� aarbara Kirkmeyer, (Chair Weld County Clerk to the Board EXCUSED BY: Deputy Clerk to the Board APPR ounty A ttorney Date of signature: 12./I f(/i' R Mike Freeman, Pro-Tem Sean ,r. Conway James Steve Moreno cmw� 00/20 2019-4949 CM0027 edwirod 6 43a 83 Regional Cornumumcatio To: Weld County Commissioners From : Michael R Wallace Weld County Regional Communications Center 1551 N 17th Avenue, Ste 2, Greeley, CO 80631 Phone: 970-350-9600 x4 I Fax: 970-304-6501. WcIWOinVilekitiov,conl www.c($i ld.co;us Co missioners, Wednesday of this ;meek you had signed off on a pass around for Annual Motorola Service Agreements. In that pass around item #3 identified the break down of the proportionate share costs for the CORE, DSR and NICE IP loggers. I had inadvertently used the wrong number of consoles for the cost. The attached REVISED PASS AROUND, has been highlighted with the CORRECT number of consoles to reflect the Correct proportionately costs that we will invoice for 2020. Sincerely, --UAW LL. . itt Michael R Wallace, ENP Director Public Safety Communications 2019-4949 emoopz 7 dain�ract arD 3@if3 BOARD OF COUNTY COMMISSIONERS PASS -AROUND REVIEW PASS -AROUND TITLE: REVISED Annual Motorola Service Agreements DEPARTMENT: Public Safety Communications Wireless DATE: 11/15/2019 PERSON REQUESTING: Michael Wallace Brief description of the problem/issue: Attached are three Service Agreements for Technical Support with a five year pricing model. Our current five year pricing model expires in 12-31-2019. The Agreements are for the following Annual Amounts; 1- Dispatch Consoles — Weld County Only = 860.40 2- RF Sites — Weld County Only = 8,639.91 3- Master & DSR CORE/NICE IP Loggers (proportionately billed) = 53,617.36 Weld — 36 Consoles =10,666.44 for CORE & DSR, 16,883.10 for NICE — Total $27,549.54 Adams - 28 Consoles =8,296.12 for CORE & DSR, 16,883.10 for NICE — Total $25,179.22 Federal Heights - 2 Consoles = 592.58 for CORE & DSR, UNC - 1 Console =296.29 for CORE & DSR, Fed fits and UNC does not use the NICE IP Loggers These 3 agreements represent a $5,169.53 reduction in cost over the previous five year period (1) Represents a 9,295.36 price DROP from 5 yrs. ago (Implemented PSWC) (2) Represents a 864.75 price INCREASE from 5 yrs ago (added 2 RF Sites) (3) Represents a 3,251.08 price INCREASE from 5 yrs ago (added an additional CORE/DSR) These has been reviewed by Bob Choate. What options exist for the Board? (include consequences, impacts, costs, etc. of options): 1 — Approve the 3 service agreements for Technical Support for the Public Safety Radio System, Dispatch System and Recording System. 2 - Disapprove the 3 service agreements for Technical Support, which would cause extended outages for Public Safety Communications, higher response times for Public Safety Agencies, delayed life safety services for the citizens of Weld. Recommendation: Approve the 3 service agreements for Technical Support for the Public Safety Radio System, Dispatch System and Recording System to ensure timely system repairs and greater life safety services for the citizens of Weld. 0240/9--el*S 6) GMOoa`1 Sean P. Conway Mike Freeman, Pro -Tern Scott K. James Barbara Kirkmeyer, Chair Steve Moreno Approve Recommendation Schedule Work Session Other/Comments: mernonottA sournows 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 Date: 10/08/2019 Company Name: WELD COUNTY Attn: Billing Address: 1551 N 17TH AVE City, State, Zip: GREELEY , CO, 80631 Customer Contact: Michael Wallace Phone: 970-573-9187 Service Name Service Description VICE AGREEMENT Quote Number : QUOTE -774920 Contract Number: USC000002733 Contract Modifier: R21-FEB-19 14:44:19 Required P.O. Customer # : 1000029844 Bill to Tag #: Contract Start Date Contract End Date Anniversary Day Payment Cycle PO# 01 -Jan -2020 31 -Dec -2024 Dec 31st MONTHLY Monthly Ext 1' Extended Amt SVC01 SVC1104O ASTRO TECHNICAL SUPPORT - RF SITES $46,482.86 Subtotal - Recurring Services Subtotal - One -Time Event Services $48,482.86 $0.00 Total 4.3%46 X182.88 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA SPECIAL INSTRUCTIONS: received Statements of Work that describe the services provided ,.gin this Agreement. Motorola's Service Terms and Conditions, a copy of which is attached to this Seance Agreement, is incorporated herein by this reference. THORIZED CUSTOMER SIGNATURE Barbara Kirkmeyer, Chair, CUSTOMER (PRINT NAME) difteat 40a - BOCC Chair TITLE Board of Weld County Commissioners DEC P92019 DATE MOTOROLA REPRESENTATIVE(SIGNATURE) Chris Aerts Customer Support Manager TITLE 575-202-8111 10/17/2019 DATE at 9-- 4/9496) moron 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 LA SOLUTIONS MOTOROLA REPRESENTATIVE(PRINT NAME) Company Name : Contract Number : Contract Modifier : Contract Start Date Contract End Date ATT We B Deputy Clerk WELD COUNTY USC000002733 R21-FEB-19 14:44:19 01 -Jan -2020 31 -Dec -2024 Payment Schedule Year P nnua9 Monthly 2020 S 8,639.91 $ 719.99 2021 aK $ -- 9,126.92 $ 76038 2022 $ 9,345.91 $ 778.83 2023 $ 9,570.25 $ 79732 2024 $ 9,799:87 99.87 $ 816.60 $ 46,482.86 GREEMENT Quote Number : QUOTE -774920 Contract Number: USC000002733 Contract Modifier: R21-FEB-19 14:44:19 PHONE BOARD OF COUNTY MMISSIONERS W:LD C•UNTY, DO arbara Kirkmeyer 02o/ft- 6491/96 OTCPR O1Yr:i?r. r' % SOLO / IONS 500 W Monroe Street Chicago, it.. 60661 (800) 247-2346 SERVICE AGREEMENT Quote Number : QUOTE -774920 Contract Number: USC000002733 Contract Modifier: R21 -FELL -19 14:44:19 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2 1 "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3. ACCEPTANCE Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2 If Motorola is providing Services for Equipment, Motorola pads or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed 4.3 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4 Ali Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6 If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this. Section 5. EXCLUDED SERVICES 5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the Internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. 070/9- 4949 6) .141OTOR OLA501 TIONS 500 111! Monroe Street Chicago, IL. 60661 (800) 247-2346 SERVIC 2 'tr EFMENT Quote Number : QUOTE -77492O Contract Number: USC000002733 Contract Modifier: R21-FEB-19 14:44:19 Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date, unless sooner terminated pursuant to Section 10 below, Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date 8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The Customer will pay all invoices as received from Motorola. 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. 8.3 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Denver -Aurora -Lakewood Consumer Price Index. Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). Section 9. WARRANTY Motorola warrants that its Services under this Agreement 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. In the event of a breach of this warranty, 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. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, Section 10. DEFAULT/TERM1NATION 10.1 If either party defaults in the performance of this Agreement, the other party will give to the non -performing party a written and detailed notice of the default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination, or provision of services for which payment has already been made. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services for which payment has not already been made. 10.3 Customer may terminate this Agreement at any time upon 30 days advance written notice to Motorola of Customer's intent to terminate. If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to 5% of the annual price times the number of years remaining for the original Term. Section 11. LIMITATION OF LIABILITY OHO SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 SERVCE AGREEMENT Quote Number : QUOTE -774920 Contract Number: USC000002733 Contract Modifier: R21-FEB-19 14:44:19 Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. 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. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. in no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agendas. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15. COVENANT it,te`OT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16. MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1 If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. MOTOROL., : SOLUTION 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege. ICE AGREEMENT Quote Number : QUOTE -774920 Contract Number: USC000002733 Contract Modifier: R21-FEB-19 14:44:19 17,4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5 Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6 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. 17.7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE, At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8 If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 17.9 If funds are not appropriated and budgeted in any fiscal year for payments due under this Agreement, Customer will immediately notify Motorola of such occurrence and this Agreement shall terminate on the last day of the fiscal year for which the appropriation was made without penalty or expense to the Customer of any kind whatsoever, except to the extent that the Termination Fee described in section 10.3 applies, To the extent Motorola has delivered Equipment or performed Services prior to the last day of the fiscal for wnich the appropriation was made, Customer shall be liable for such Equipment and Services. 17.10 Motorola agrees that it is an independent contractor and that Motorola's officers, agents or employees will not become employees of County, nor entitled to any employee benefits from County as a result of the execution of this Agreement, Motorola shall perform its duties hereunder as an independent contractor. Motorola shall be solely responsible for its acts and those of its agents and employees for ail acts performed pursuant to this Agreement. Motorola, its employees and agents are not entitled to unemployment insurance or workers' compensation benefits through County and County shall not pay for or otherwise provide such coverage for Motorola or any of its agents or employees. 17.11 No term or condition of this contract shall be construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other provisions, of the Colorado Governmental Immunity Act 5524-10-101 et seq., as applicable now or hereafter amended. 17.12 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. 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. MOTOROLA SOLUTIONS 500 0./ Monroe Street Chicago, IL. 60661 (800) 247-2346 Date: 09/02/2019 Company Name: WELD COUNTY Attn: Billing Address: 1551 N 17TH AVE City, State, Zip: GREELEY , CO, 80631 Customer Contact: Michael Wallace Phone: 970-304-6455 E V CE AGREEMENT Quote Number : QUOTE -677132 Contract Number: USC000006939 Contract Modifier: R02-SEP-19 12:34:47 Required P.Q. Customer # : 1000029844 Bill to Tag #: Contract Start Date : 01 -Jan -2020 Contract End Date : 31 -Dec -2024 Anniversary Day : Dec 31st Payment Cycle . MONTHLY PO # Service Name SVC01 SVC1104C Service Description ASTRO TECHNICAL SUPPORT - MCC7500s Monthly Ext Extended Amt $4,513.51 Subtotal - Recurring Services $4,513.51 Subtotal - One -Time Event Services $0.00 Total $4,513.51 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA SPECIAL INSTRUCTIONS: 1 received Statements of Work that describe the service provided on this Agreement. Motorola's Service Terms and Conditions, a copy of hich is attached to this Service Agreement, is incorporated herein by this reference. AUTHORIZED CUS OMER SIG ` ATURE BOCC Chair DEC 9 2019 TITLE DATE Barbara Kirkmeyer, Chair, Board of Weld County Commissioners CUSTOMER (PRINT NAME) refAisti/lea MOTOROLA REPRESENTATIVE(SIGNATURE) Customer Support Manager te 1.0/17/2919. TITLE DATE Chris Aerts 575-202-8111 M 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 MOTOROLA REPRESENTATIVE(PRINT NAME) Company Name : Contract Number : Contract Modifier : Contract Start Date Contract End Date ATTEST. Weld WELD COUNTY USC000006939 R02-SEP-19 12:34:47 01 -Jan -2020 31 -Dec -2024 Payment Schedule SERVICE AGREEMENT Quote Number : QUOTE -677132 Contract Number: USC000006939 Contract Modifier: R02-SEP-19 12:34:47 PHONE BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COkORADO Barbara Kirkmeye, , ChairoEc' 0 9 2019 0/9-e eini‘n7 � i MOTOROLA LA SOLLITIOPi 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 ERVICE AGREEMENT Quote Number : QUOTE -677132 Contract Number: USC000006939 Contract Modifier: R02-SEP-19 12:34:47 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1 "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3. ACCEPTANCE Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2 If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed 4.3 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement, Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4 6 If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this. Section 5. EXCLUDED SERVICES 5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. MOTO R LASOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 O VI A Quote Number : QUOTE -677132 Contract Number: USC000006939 Contract Modifier: R02-SEP 19 12:34:47 Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m.; local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7a CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. Ali other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date 8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The Customer will pay all invoices as received from Motorola. 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. 8.3 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI -U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). Section 9. WARRANTY Motorola warrants that its Services under this Agreement 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. In the event of a breach of this warranty, 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. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERIINATIN 10.1 If either party defaults in the performance of this Agreement, the other party will give to the non -performing party a written and detailed notice of the default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. Ail sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. 10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term. Section 11. LIMITATION OF LIABILITY A4O7.OL SOLI) /IONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 SERVIC E mENT Quote Number : QUOTE -677132 Contract Number: USC000006939 Contract Modifier: R02 -SEA' -19 12:34:47 Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WiLL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT, 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. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIO.,�S Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15. COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16. MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17 If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 01 O_a Yt <w -SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege. SERVCE AGREEMENT Quote Number : QUOTE -677132 Contract Number: USC000006939 Contract Modifier: R02-SEP-19 12:34:47 17.4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5 Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6 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. 17.7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8 If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates.. 17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity; enforceability and admissibility. 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. Revised June 16, 2018 MOTO 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 SOLUTIONS Date: 09/02/2019 Company Name: Attn: Billing Address: City, State, Zip: Customer Contact: Phone: WELD COUNTY 1551 N 17TH AVE GREELEY , CO, 80631 Michael Wallace 970-573-9187 SERVICE AGREEMENT Quote Number : QUOTE -677397 Contract Number: USC000008603 Contract Modifier: R02-SEP-19 12:46:38 Required P.O. . Customer # . 1000029844 Bill to Tag # • Contract Start Date : 01 -Jan -2020 Contract End Date : 31 -Dec -2024 Anniversary Day . Dec 31st Payment Cycle : MONTHLY PO# Qty Service Name Service Description Monthly Ext Extended Amt SVC01SVC1104C SVC02SVC0272A ASTRO TECHNICAL SUPPORT - MASTER SITE NICE GOLD WITH REMOTE ACCESS AND DSR $99,255.81 $168,831.00 Subtotal - Recurring Services $268,086.81 Subtotal - One -Time Event Services $0.0O Total $268,086.81 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING APPLICABLE, TO BE VERIFIED BY MOTOROLA JURISDICTIONS WHERE SPECIAL INSTRUCTIONS: I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference. BOCC Chair DEC 0 92019 AU HORIZED CUSTcJ MER SIGN URE TITLE Barbara Kirkmeyer, Chair, Board of Weld County Commissioners DATE CUSTOMER (PRINT NAME) Customer Support Manager MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE 10/17/2019 DATE 02oi9- i/9�9(3) M T !O 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 Chris Aerts SOLUTIONS MAw _- •t /wrrbVawAx. MOTOROLA REPRESENTATIVE(PRINT NAME) Company Name : Contract Number : Contract Modifier Contract Start Date Contract End Date ATTE Wel BY: Deputy Clerk t WELD COUNTY USC000008603 R02-SEP-19 12:46:38 01 -Jan -2020 31 -Dec -2024 Payment Schedule 2020 S. 52,b87 11 2021 $ 53,141.22 2022 5 53,606.22 2023 $ 54,082.38 2024 $ 54,569.88 Total $ 268,086.81 VICE „ u EENIENT Quote Number : QUOTE -677397 Contract Number: USC000008603 Contract Modifier: R02-SEP-19 12:46:38 575-202-8111 PHONE BOARD OF COUNTY C'OMMISSIONVRS ELD COUNTY, COLORADO ara Kirkmeyer, Chair DEC 49 2015 02,07 9- 94) MOTOR L O1 /IONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 SEPWCE AGREEMENT Quote Number : QUOTE -677397 Contract Number: USC000008603 Contract Modifier: R02-SEP-19 12:46:38 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section Al. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2 1 "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 22 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3. ACCEPTANCE Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola, The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4,1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2 if Motorola is providing Services for Equipment, Motorola pads or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed 4.3 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4 4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments 4.6 If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this. Section 5. EXCLUDED SERVICES 5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the Internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. MOTOR MA SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 SE!*:\/ICE EM Y. Quote Number : QUOTE -677397 Contract Number: USC000008603 Contract Modifier: R02-SEP-19 12:46:38 Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date 8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The Customer will pay all invoices as received from Motorola. 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. 8.3 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI -U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base). Section 9. WARRANTY Motorola warrants that its Services under this Agreement 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. In the event of a breach of this warranty, 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. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1 If either party defaults in the performance of this Agreement, the other party will give to the non -performing party a written and detailed notice of the default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. 10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term. Section 11. LIMITATION OF LIABILITY TOR 01.: =x OLU TIONS 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 CF MENT Quote Number : QUOTE -677397 Contract Number: USC000008603 Contract Modifier: 1 02-SEP-19 12:46:38 Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT 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. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15K COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors wno are responsible for rendering services under this Agreement. if this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16. MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request, This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17 1 If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. moTtoRoLA 501 UTIONS SERVICE AGREEMENT 500 W Monroe Street Chicago, IL. 60661 (800) 247-2346 17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege. Quote Number : QUOTE -677397 Contract Number: USC000008603 Contract Modifier: R02-SEP-19 12:46:38 17.4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5 Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6 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. 17.7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8 If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in wilting, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. 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, Revised June 16, 2018 New nr act Reque Entity Name* MOTOROLA SOLUTIONS INC Entity D @000 0021 Contract Name k MOTOR : Li -ti TEC HNICAL I CAL U PP RT SERVICE AGREEMENTS 5W Contract Status CTB REVIEW Contract It 3283 Contract Lead le MRWALLAE New zty :rent Contract f[) Requires Board proval ntr ct Lead Email Department Project mrwallace@co.weld.co co us Contract Description TECHNICAL SERVICE AGREEMENTS FOR RADIO SYSTEM 5YR CONTRACT RICING. AM UNT BELOW REPRESENTS TOTAL COST OVER 5YRS Contract Description 2 Contract Type AGREEMENT .amount S319 083. 8 Renewable IL Automatic R n w 1 Grant 3, G A NO Department COMMUNICATIONS Department Email CM- Communications@weldgov.co Department Head Email CM-Communications- Depthead@weldgov.com COU my Attorney GENERAL COUNTY ATTORNEY EMAIL u my Attorney Email CM- OU T rk. I0RNE @WELD GOV.00itA Requested BOCC Agenda Date* 12/1112019 Due Date 12/0712019 Will a work session with BOCC be required?* HAD Does Contract require Purchasing e t. to e include NO ft this is a renewal enter previous Contract ID ti this is ai L of a MSA enter ItiiisA Contract ID Note: the Previous Contract Number and Master Services Agreement Number should be left blank if those contracts are not in +n Base Contract Dates Effective Date Termination Notice Period Review Date 1/0412024 mined Deity. Date Renewal Date : •(15/2024 Expiration Date Contact Inforrna. o tact . to Contact Name Purchasing Purchasing Approver p o v i Protess Department • Head MIKE WALE OH Approved Date 12/0a/2019 Final Approval ROCC Approved cc Signed Date CC Agenda Date 12109/2019 Originator MRWALLACE L : al Counsel BOB CHOATE Contact Phone Legal Counsel Approved Date 12/05/201 :Contact Type Contact Email Finance Approver BARB CONNOLL' Contact Phone Purchasing Approved Date Finance Approved Date 12/04/2019 er Ref AG 120919 Hello