HomeMy WebLinkAbout20174164RESOLUTION
RE: APPROVE COMMUNICATIONS SYSTEM AGREEMENT AND AUTHORIZE CHAIR TO
SIGN ALL NECESSARY DOCUMENTS - 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 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 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 and all necessary documents.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 13th day of December, A.D., 2017.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLO DO
ATTEST: di ..elio;
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Weld County Clerk to the Board
County Attorney
Date of signature: t 9/ l 7
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IC -Ili -IA. Cozad, Chair
Steve Moreno, Pro-Tem
Sean P. Conway
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2017-4164
CM0025
Regional
Communications
To: Board of County Commissioners
Ref: Motorola DSR & 4 System Upgrade Contract
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Weld County Regional Communications Center
1551 N 17th Avenue, Ste 2, Greeley, CO 80631
Phone: 970-350-9600 x4 I Fax: 970-304-6501
WCRCC@WeldGov.com
www.co.weld.co.us
The attached is a new contract for purchase of 4 System upgrades and the DSR Core for the FRCC Radio
System.
Michael R. Wallace
Director Public Safety Communications
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2017-4164
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Communications System Agreement
Motorola Solutions, Inc. ("Motorola") and Weld County, Colorado ("Customer") enter into this
"Agreement," pursuant to which Customer will purchase and Motorola will sell the System, 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 EXHIBITS
The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this
Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the
exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order.
Exhibit A Motorola "Software License Agreement"
Exhibit B "Payment Schedule"
Exhibit C "Technical and Implementation Documents"
C-1 "System Description" dated August 7, 2017
C-2 "Equipment List" dated August 7, 2017
C-3 "Statement of Work" dated August 7, 2017
C-4 "Acceptance Test Plan" or "ATP" dated August 7, 2017
C-5 "Performance Schedule" dated August 7, 2017
Exhibit D Service Statement(s) of Work and "Maintenance Service Terms and Conditions" (if
applicable)
Exhibit E "System Acceptance Certificate"
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan.
2.2. "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.
2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational
purposes (excluding training or testing).
2.4. "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
examination, testing or analysis of any hardware, software or any component part thereof provided by
discloser to recipient. The nature and existence of this Agreement are considered Confidential
Information. Confidential information that is disclosed orally must be identified as confidential at the time
of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty
(30) days after such disclosure. The written document must contain a summary of the Confidential
Information disclosed with enough specificity for identification purpose and must be labeled or marked as
confidential or its equivalent.
2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and
freight charges.
2.6. "Effective Date" means that date upon which the last Party executes this Agreement.
2.7. "Equipment" means the equipment that Customer purchases from Motorola under this
Agreement. Equipment that is part of the System is described in the Equipment List.
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017
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2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's
reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes
or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).
2.9. "Motorola Software" means Software that Motorola or its affiliated company owns.
2.10. "Non -Motorola Software" means software that another party owns.
2.11. "Open Source Software" (also called "freeware" or "shareware") means software with either freely
obtainable source code, license for modification, or permission for free distribution.
2.12. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets,
trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the
Equipment and Software, including those created or produced by Motorola under this Agreement and any
corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software
whether made by Motorola or another party.
2.13. "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.
2.14. "Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
2.15. "Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
2.16. "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.
2.17. "System Acceptance" means the Acceptance Tests have been successfully completed.
2.18. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use,
whichever occurs first.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other
contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual
responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. 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,
Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is
obligated to perform requested changes unless both Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last.
3.4. 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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 2
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. MAINTENANCE SERVICE. 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 Statement of Work set forth in Exhibit C. 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. Maintenance services and support during the Warranty Period are 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 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 those maintenance, and/or support,- installation services, will be included in the
applicable Statements of Work and the proposal. 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.
3.6. 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.
3.7. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
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.
3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications
and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
3.9. 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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 3
conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain
provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer
delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific
lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules,
payment terms, maintenance and support provisions, additions to or modifications of the Software
License Agreement, hosting terms, and modifications to the acceptance and warranty provisions.
Section 4 PERFORMANCE SCHEDULE
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 5 CONTRACT PRICE, PAYMENT AND INVOICING
5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $3,715.644.00. If applicable, a pricing
summary is included with the Payment Schedule. Motorola has priced the services, Software, and
Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may
affect the overall Contract Price, including discounts if applicable.
5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the
Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make
payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments
when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution.
Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax
Identification Number for Motorola Solutions, Inc. is 36-1115800.
5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the
invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software
will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good
commercial practices.
5.4 INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address: 1551 N. 17`h Ave
Greeley, CO 80631
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Same as above
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
Wireless Advanced Communications
3901 East Service Road
Evans, CO 80620
Customer may change this information by giving written notice to Motorola.
5.5 Customer affirms that a purchase order or notice to proceed is not required for contract
performance or for subsequent years of service and that Customer will appropriate funds according to the
Payment Schedule. 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 per this Agreement.
Section 6 SITES AND SITE CONDITIONS
6.1. 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,
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 4
zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and
mounting locations; and access to the work sites 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.
6.2. 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.
6.3. 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 7 TRAINING
Any training to be provided by Motorola to Customer will be described in the Statement of Work.
Customer will notify Motorola immediately if a date change for a scheduled training program is required.
If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30)
days before its scheduled start date, Motorola may recover these additional costs.
Section 8 SYSTEM ACCEPTANCE
8.1. 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.
8.2. 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.
8.3. 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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 5
commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the
System.
8.4 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 9 REPRESENTATIONS AND WARRANTIES
9.1. 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.
9.2. 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 within
Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment.
9.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the
Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance
with the warranty terms set forth in the Software License Agreement and the provisions of this Section
that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after
shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires
eighteen (18) months after the shipment of the Motorola Software. Nothing in this Warranty provision
is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or
conflict between the Software Warranty and Software Support Policy, the Software Support Policy
governs. 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.
9.4. 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.
9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of
the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will
investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its
option and at no additional charge to Customer) repair the defective Equipment or Motorola Software,
replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola
Software. That action will be the full extent of Motorola's liability for the warranty claim. If this
investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding
to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 6
product is warranted for the balance of the original applicable warranty period. All replaced products or
parts will become the property of Motorola.
9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System for commercial, industrial, or governmental use only,
and are not assignable or transferable.
9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS
AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 10 DELAYS
10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if
caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers
the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the
Performance Schedule for a time period that is reasonable under the circumstances.
10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its
other contractors) delays the Performance Schedule due to its negligence, 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 11 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a
"Dispute").
11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the
laws of the State in which the System is installed.
11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice
of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle
the Dispute and who are at a higher level of management than the persons with direct responsibility for
the matter and 2) direct communication between the executives. If the Dispute has not been resolved
within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice
to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to
the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request
that American Arbitration Association nominate a mediator. Each Party will bear its own costs of
mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the
mediation in good faith and will be represented at the mediation by a business executive with authority to
settle the Dispute.
11.4. 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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 7
exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection
with this Agreement.
11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 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 12 DEFAULT AND TERMINATION
12.1 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.
12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
12.1, 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.
12.3 TERMINATION FOR CONVENIENCE. Customer may terminate this Agreement for its
convenience in whole or in part. To exercise this right, Customer must provide to Motorola formal written
notice at least thirty (30) days in advance of the effective date of the termination. If Customer exercises
this right to terminate for convenience, it will be liable to pay Motorola for services performed and
Software and/or equipment delivered up to the date of termination.
Section 13 INDEMNIFICATION
13.1. 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.
13.2. Intentionally deleted.
13.3. PATENT AND COPYRIGHT INFRINGEMENT.
13.3.1. 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").
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 8
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.
13.3.2. 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.
13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:
(a) the combination of the Motorola Product with any software, apparatus or device not furnished by
Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to
or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in
accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or instructions; (d) a
modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a
manner for which the Motorola Product was not designed or that is inconsistent with the terms of this
Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that
is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the
Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived
by Motorola from Customer from sales or license of the infringing Motorola Product.
13.3.4. This Section 13 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 13 are subject to and limited by the restrictions set forth in Section 14.
Section 14 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to
which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES,
PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL
DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
termination of the Agreement and applies notwithstanding any contrary provision. No action for contract
breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than one (1) year after the accrual of the cause of action, except for money due upon an open account.
Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION. Company is advised that as a public entity, Weld County 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.
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 9
15.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this
Agreement. During the term of this Agreement and for a period of three (3) years from the expiration or
termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii)
restrict disclosure of Confidential Information to only those employees (including, but not limited to,
employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of
the same parent company), agents or consultants who must be directly involved with the Confidential
Information for the purpose and who are bound by confidentiality terms substantially similar to those in
this Agreement; (iii) not copy, reproduce, reverse engineer, de -compile or disassemble any Confidential
Information; (iv) use the same degree of care as for its own information of like importance, but at least
use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify
Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take
reasonable steps to regain possession of the Confidential Information and prevent further unauthorized
actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to
fulfill this Agreement.
15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
demonstrate by documentation (i) is now available or becomes available to the public without breach of
this Agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully
obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to
such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's
Confidential Information or any breach of this Agreement.
15.1.3. All Confidential Information remains the property of the discloser and will not be copied or
reproduced without the express written permission of the Discloser, except for copies that are absolutely
necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request,
Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or
certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain
one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning
this Agreement. No license, express or implied, in the Confidential Information is granted other than to
use the Confidential Information in the manner and to the extent authorized by this Agreement. The
Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to
this Agreement.
15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
manufacturer of any Equipment, and the copyright owner of any Non -Motorola Software own and retain
all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
Motorola in connection with providing to Customer the Equipment, Software, or related services remain
vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell
or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
apply to Open Source Software which is governed by the standard license of the copyright owner.
15.3 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.
Section 16 GENERAL
16.1. 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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 10
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.
16.2. 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.
16.3 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.
16.4. 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.
16.5. 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.
16.6. 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.
16.7. 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
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.
16.8. 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.
WELD COUNTY, COLORADO I Motorola.CSArevision.2017 11
16.9. 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.
16.10. 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.
16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with
Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those
personnel with the training or experience to correctly use the access. 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. Customer understands that changes
made as the Administrative User can significantly impact the performance of the System. Customer
agrees that it will be solely responsible for any negative impact on the System or its users by any such
changes. System issues occurring as a result of changes made by an Administrative User may impact
Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support
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.
16.12 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.
16.13 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.
16.14. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any
payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection
9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and
Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16.
The Parties her by enter i o this Agreement as of the Effective Date.
Motorola S S. Inc
By:
Name: Larr
Title: MSSSI
Date:
President & Director Sales
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017
Customer
B
Name:Julie A. Cozad
Title: BOCC Chair
Date: nFC 13 2017
12
aO(7-,-t1Coi
Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc.,
("Motorola"), and Weld County, Colorado ("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.
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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 13
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).
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.
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,
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 14
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
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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 15
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.
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
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 16
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. 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.
13.4. 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.
13.5. 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.
13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.8 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, COLORADO I Motorola.CSA.revision.2017 17
Exhibit B
Payment Schedule
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.
1. 25% of the Contract Price due upon contract execution;
2. 20% of the Contract Price due upon shipment of 7.15 System Upgrade equipment;
3. 20% of the Contract Price due upon installation of equipmentof the 7.15 Upgrade;
4. 25% of the Contract Price upon shipment of the 7.17 Upgrade Equipment; and
5. 10% of the Contract Price due upon Final Acceptance of the 7.17 System Upgrade.
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 18
Exhibit D
MAINTENANCE 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
Maintenance 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.
WELD COUNTY, COLORADO I Motorola.CSArevision.2017 19
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
Agreement.
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.
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 PAYMENT
8.1 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. 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.
8.2 At the end of the first year from the Effective Date and each year after, a CPI percentage change
calculation shall be performed. Should the annual inflation rate increase greater than 3% during the
previous year, Motorola shall have the right to increase the current years and all future years'
maintenance prices by the consumer price index ("CPI") increase amount exceeding 3%. The All Urban
Consumers —Denver -Boulder -Greeley, CO Consumer Price Index (Series ID
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 20
CUURA433SA0,CUUSA433SA0, All Items, Not seasonally adjusted with Base Period 1982-1984=100)
shall be used as the measure of CPI for this price adjustment. The CPI percentage change calculation
will take place once the annual average for each new year has been posted by the Bureau of Labor
Statistics.
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.
Section 11 LIMITATION OF LIABILITY
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,
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 21
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 15 COVENANT NOT TO EMPLOY
During the term of this Agreement customer will abide by the Colorado statutes governing covenants not
to employ,
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.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
WELD COUNTY, COLORADO I Motorola.CSA.revision.2017 22
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.
WELD COUNTY, COLORADO I Motorola.CSArevision.2017 23
Exhibit E
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, COLORADO I Motorola.CSA.revision.2017 24
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