HomeMy WebLinkAboutCORRESPONDENCE - PURCHASE ORDER - 9201699• MOTOROLA SOLUTIONS
CITY OF FT. COLLINS-LIGHT
ANDPOWER
ADDITIONAL MCC DISPATCH CONSOLE POSITION OCTOBER 6, 2020
The design, technical, pricing, and other lnformatlon ('lnfomlation") fumiShed Ylith this submissfon Is proprietary and/or trade secret information of
Motorola Solutions, Inc. ("Motorola Solutions") and is submitted Mth the restriction that it is to be used for evaluation purposes only. To the fulest
extent allowed by applicable law, the lnfonnalion is not lo be disclosed publicly or In any manner lo anyone other than those required to evaluate the
Information v.ithout the express v.ritten permission of Motorola Solutions.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. All other trademarks are the property of their respective O'M'lers. 0 2020 Motorola Solutions, Inc. All rights reserved.
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
Motorola SoluUons, Inc.
7237 Church Ranch Blvd Sulte 406
Westminster, CO 80021
October 6, 2020
Christine Stroh
Supeivisory Electric Systems Operator
City of Ft. Collins - Light and Power
700 Wood Street
Ft. Collins, CO 80521
• MOTOROLA
Tetephone: +1 303 527 4000
Fax: +1 303 527 4001
RE: Motorola's proposal for an additional MCC Dispatch Console position
Dear Ms. Stroh:
Motorola Solutions Inc. (UMotorola") is pleased to have the opportunity to provide City of Ft.
Collins - Light and Power with qua1ity communications equipment and seivices in response
to the Request for Quote for an additional MCC Dispatch Console position. The Motorola
project team has giv,en this request thoughtful consideration in preparing a proposal that
addresses the needs you had requested.
To address those needs, Motorola's solution includes a combination of hardware, software,
and seivices. Specifically, this solution provides:
• An additional MCC Dispatch Console position:
o All necessary hardware, software, installation, configuration and optimization
This proposal shall remain valid for a period of 60 days from the date of this cover letter and
is subject to the terms and conditions of the enclosed Communicattons System and
Seivices Agreement ("CSSA~), together with its Exhibits. City of Ft. Collins - Light and
Power may accept the proposal by delivering to Motorola the CSSA signed by an authorized
signatory. Alternatively, Motorola would be pleased to address any concerns that you may
have regarding the proposal. Any questions can be directed to Amber Geiwitz, Account
Manager, at 850-345-1761.
Motorola looks forward to the opportunity to work with City of Ft. Collins - Light and Power in
adding a radio dispatch position as well as a long lasting partnership.
Sincerely,
MOTOROLA SOLUTIONS, INC.
Tom Henderson
Area Sales Manager
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
TABLE OF CONTENTS
Section 1
System Description ......................................................................................................................... 1-1
1.1 Overview ......................................................................................................................... 1-1
1.1.1 System Diagram .......................................................................................................... 1-1
1.2 ASTRO 25 Infrastructure ................................................................................................. 1-2
1.2.1 MCC 7500E Console Operator Position ....................................................................... 1-2
1.3 Assumptions .................................................................................................................... 1-4
Section 2
System Diagram ............................................................................................................................. 2-1
Section 3
Equipment List ................................................................................................................................ 3-1
Section 4
Statement of Work .......................................................................................................................... 4-1
4.1 Assumptions-Main Dispatch Center ................................................................................ 4-4
Section 5
Project Schedule ............................................................................................................................. 5-1
Section 6
Acceptance Test Plan ..................................................................................................................... 6-1
Instant Transmit ...................................................................................................................... 6-1
Talkgroup Selection and Call ................................................................................................... 6-2
Emergency Alarm and Call Display Description ....................................................................... 6-3
Multigroup Call ........................................................................................................................ 6-4
Talkgroup Patch ...................................................................................................................... 6-5
Multi-Select Operation ............................................................................................................. 6-6
Alert Tones - Talkgroup ........................................................................................................... 6-7
Call Alert ................................................................................................................................. 6-8
Activity Log .............................................................................................................................. 6-9
6.1 Signoff Certificate .......................................................................................................... 6-10
Section 7
Essential Plus Services ................................................................................................................... 7-1
7 .1 Essential Plus Services Overview .................................................................................... 7-1
7 .2 Essential Plus Services Description ................................................................................. 7-1
7.2.1 Centralized Service Delivery ........................................................................................ 7-1
7.2.2 Field Service Delivery .................................................................................................. 7-2
7.2.3 Network Hardware Repair ............................................................................................ 7-2
7.2.4 Security Management Operations ................................................................................ 7-2
7.3 Motorola's Service Capabilities ........................................................................................ 7-3
City of Ft. Collins-light and Pov.er
Additional MCC Dispatch Console Position
G) Motorola Solutions Confidential Restricted
October 6, 2020
Use or disclosure or this proposal Is subject
to the restrictions on the cover page.
Table of Contents I
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
7.3.1 On-Call Support through the Solutions Support Center (SSC) ..................................... 7-3
7.3.2 Onsite Service through a Field Service Team .............................................................. 7-3
7.3.3 Centralized Repair Management through Motorola's Repair Depot ............................. 7-3
Section 8
Pricing Summary ............................................................................................................................ 8-1
Section 9
Contractual Documentation.,. ............ 4 ...... . ... ......................... . . .. ..... .. .. . ...... .. . . . . . ....... . ........... . ..... . .... . .. . .. . ....... 9-1
Oily of Ft. Coltins-t.ight and Power
Additional MCC Dispatch Console Position
fl Motorola Solutions Confidential Restricted
October 6, 2020
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Tabfe of Contents ii
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION1
Clly or Fl. Collins-Light and Po'M!r
October 6, 2020
SYSTEM DESCRIPTION
1.1 OVERVIEW
Motorola Solutions has developed this proposal to provide the Fort Collins utilities center
with a 5th console to the dispatch center. The console will be connected to the existing
switch.
The proposed MCC 7500E dispatch site features one (1) MCC 7500E operator position
(OPs). Each MCC 7500E position will be supplied with the necessary MCC 7500E software
as well as licensing to support up to 160 audio resources. Motorola's enhanced instant recall
recorder (IRR) software will also be installed on each OP. A complement of dispatch
accessories have also been included as part of this proposal. Each position is currently
configured to be provided with one (1) Audio Interface Module (AIM), one (1) gooseneck
microphone, one (1) dual pedal footswitch, two (2) headset jacks, and two (2) high powered
USB speakers. Motorola currently understands that Fort Collins will supply the monitor for
the console position.
1.1.1 System Diagram
Below is the proposed system diagram:
OCP- COIIY IITE
'
Note: The equipment a part of this proposal is highlighted in yellow.
Additional MCC Dispatch Console Position
• Motorola Solutions Confidenllal Restricted
Use or disclosure or this proposal Is subject
to the restrictions on the cover page.
System Description 1-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
Oily of Ft. Ooll:ns-Llght and Power
October 6, 2020
1.2 ASTRO 25 INFRASTRUCTURE
1.2.1
The following sections include further information regarding the proposed MCC 7500E
dispatch site equipment.
MCC 7500E Console Operator Position
The dispatch position supports commerciaUy available accessories, including a USB
microphone, USB headset, and USB footswitch, as shown in the figure titled MMCC 7500E
Dispatch Position." The following list describes the components included in the proposed
configuration.
THE MCC 7SOOE DISPATCH CONSOLE
Local Logging Recorder---
lnstan1 Recall Recorder
External Paging Encoder
ExternalTerephone System
Footswi1ch
Computer
Displav
Figure 1-1: MCC 7500E Dispatch Position supports multiple accessories.
Audio Interface Module (AIM)
The USB Audio Interface Module (AIM) acts as an interface between analog devices and
the dispatch position and as a general purpose input/output module. The USB AIM supports
audio routing between the dispatcher and Motorola Solutions standard peripherals. The
USB AIM connects to the MCC 7500E dispatch position with a USB cable.
Personal Computer (PC)
The customer will provide a PC meeting/exceeding the minimum specifications outlined in
this description.
Computer Display
The customer will provide a display for each dispatch console.
Enhanced Integrated Instant Recall Recorder (IRR)
The Enhanced IRR is seamlessly integrated with the dispatch position's software, allowing
audio and call data from any radio or telephony resource to be recorded and easily played
back. Call data includes PTT IDs, name of resource, start time and date, and stop time and
date. Two analog inputs are available for use with recording audio from external devices.
Desktop Speakers
Motorola Solutions' purpose-build USB speakers are self-contained units, with individual
volume controls, and can be placed on a desktop or mounted on a rack or computer display.
The speakers also feature individual power supplies for additional amplification beyond the
typical capabilities of a standard USS-powered speaker.
Addntonal MCC Dispatch Console Position Use or disclosure or this proposal Is subject
to the restrictions on the cover page.
• Motorola Solutions Confidential Restricled System Descriplion 1-2
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
City or Ft. Collins-Light and Pov.er
October 6, 2020
Telephone Headset Interface Port
The telephone/headset port provides a connection for an external telephone to the dispatch
position. This allows the operator to use a single headset to communicate on both the radio
system and a telephone system.
Headset Jack
Each dispatch console is capable of supporting up to two headset jacks. A headset jack
allows a dispatch console user to use a headset while operating the dispatch console. Each
headset can either be connected to the console for supervisory applications, or to a desk
telephone. The equipment design proposed includes two headset jack(s) per operator.
The headset jack contains two volume controls: one for adjusting the level of received radio
audio and one for adjusting the level of received telephone audio.
The headset jack supports headsets which use either PJ7 (6-wire) or PJ327 (4-wire)
longframe conneclors (6-wire headsets have a PTI button while 4-wire headsets do not
have a PTI button).
Headset Base
The Headset Base consists of an audio amplifier, a push-to-talk switch and a long cord with
a PJ7 long frame connector at the end.
Headset Top
The Headset top consists of the earpiece(s), microphone and a short cable that connects to
the Headset Base.
Gooseneck Microphone
The dispatch console is capable of supporting a desktop microphone.
The desktop microphone contains a microphone cartridge on a flexible
shaft and two buttons in its base. One button controls the General
Transmit feature. The other button controls the Monitor feature.
If a desk microphone is connected to a dispatch console while no
headsets are connected, the desk microphone is active whenever
any transmit function is active. If a desk microphone is connected
to a dispatch console while one or two headsets are connected,
the desk microphone is only active during a transmit function if its
transmit button is pressed. This prevents the desk microphone
from picking up unwanted background sound while the dispatch
console user is using a headset to transmit.
Footswitch
Gooseneck
Microphone
Each dispatch console is capable of supporting a dual pedal footswitch. The footswitch
controls the general transmit and monitor functions.
Additional MCC Dispatch Console PoslUon
CD Motorola Solutions Confiden//al Restricted
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
System Description 1-3
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
1.3 ASSUMPTIONS
City of Ft. Collins-Lfghl and Power
October 6, 2020
Motorola made the following assumptions to design the addition to the system:
• There was no UPS provided in this proposal.
• All existing sites or equipment locations will have sufficient space available for the
system described as required/specified by Motorola's R56 Guidelines for
Communications Sites.
• No civil work was proposed for this project.
• All existing sites or equipment locations will have adequate electrical power in the proper
phase and voltage and site grounding to support the requirements of the system
described.
- The quoted dispatch site equipment is AC-only.
• Fort Collins is responsible for providing monitors for the one (1) dispatch consoles.
• There is enough room on the exisUng switches for the new console.
• Fort Collins is responsible for providing furniture for the proposed console.
Addillonal MCC Dispatch Console Position
fl Motorola Solutions Confidential Restricted
Use or drsdosure of this proposal Is subject
to the restrictions on the cover page.
System Description 1-4
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION2 SYSTEM DIAGRAM
System Diagram is included on the page that follows.
Additional MCC Dispatch Console Position
• Motorola Solutions Confidential Restricted
City or Ft. Collins-Light and Power
October 6, 2020
Use or disclosure of this proposal is subject
lo the restrictions on the cover page.
System Diagram 2·1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
---"'li •lit · -CN.ASOC.VTION'---------------------------------------------------------------------
Fort Collins Dispatch
Fort Collins
GCP - COHY SITE s
Dl&PA TCH SWITCH
ECCGWGt
P.IICC7!- ra. 500E DPS -
-
I Notes;
; The equipmenl a part of lhis proposal are highlighted In yellow. ·- Fort Collins Console
-- -r- 1-..- .,._ 1--- I•
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION 3
City of Ft. Collins-Light and Power
October 6, 2020
EQUIPMENT LIST
QTY NOMENCLATURE
1 SQM01 SUM0273
1 CA02629AD
1 UA00156AA
1 B1948
1 UA00652AA
1 UA00661AA
1 UA00653AA
1 UA00654AA
1 B1941
2 81913
1 DSTWIN6328A
2 B1952
2 CA03405AA
2 CA03406AA
2 CA03413AA
1 TT3492
1 T7449
1 T7885
1 DSST7300U3M
1 DSIS0BAR6UL TRAH
G
1 DSF2B56AA
Additional MCC Dispatch Console Position
G) Motorola Solutions Confidential Restricted
DESCRIPTION
MASTER SITE CONFIGURATION I
, ADD: EXPAND 7.18 M CORE
ADD: MCC7500 CONSOLE LICENSES (QTY 5)
MCC 7500E DISPATCH POSITION LICENSES
ADD: 160 RADIO RESOURCES LICENSE
ADD: ENHANCED IRR
ADD: BASIC CONSOLE OPERATION
ADD: ASTRO 25 TRUNKING OPERATION
USB AUDIO INTERFACE MODULE
MCC SERIES HEADSET JACK
PROVIDES ONE DUAL PEDAL FOOTSWITCH FOR USE WITH
MOTOROLA MCC 7500 DISP
SPEAKER,DESKTOP,USB
ADD: POWER SUPPLY WITH DC CORD
ADD: AC LINE CORD, NORTH AMERICA
ADD: USB CABLE, TYPE A TO TYPE C, 4.5M
22 G4 MINI WORKSTATION NON RETURNAB
WINDOWS SUPPLEMENTAL TRANS CONFIG
MCAFEE WINDOWS AV CLIENT
STARTECH 7 PORT USB 3.0 HUB
SPD, 6 HOSPITAL-GRADE OUTLETS, 15-FT. CORD, 3300
JOULES
USB EXTERNAL DVD DRIVE
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Equipment List 3-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION4
City of Ft. Co!llns-Llght and Power
October 6. 2020
STATEMENT OF WORK
Motorola Solutions will install and configure the proposed equipment. The following table
describes the tasks involved with installation and configuration.
Introduce team, review roles, and decision authority. X X
Present project scope and objectives. X
Review SOW responsibilities and project schedule. X X
Schedule Design Review. X X
Deliverable: Completed project kickoff and scheduled Design Review.
Design Review
Review the Customer's operational requirements.
Present the system design and operational requirements
for the solution.
Validate that Customer sites can accommodate proposed
eauioment.
Provide approvals required to add equipment to proposed
existing sites.
Review safety1 security, and site access procedures.
Provide backhaul performance specifications and
demarcation points.
Provide heat load and power requirements for new
eQuioment.
Provide information on existing system interfaces.
Assume liability and responsibility for proving all
information necessary for complete installation.
Assume responsibility for issues outside of Motorola
Solutions' control.
Review and update design documents, including System
Description, Statement of Work, Project Schedule, and
Acceptance Test Plan, based on Design Review
aareements.
Provide minimum acceptable performance specifications
for customer provided hardware, software, LAN, WAN and
internet connectivity.
Execute Change Order in accordance with all material
changes to the Contract resulting from the Design
Additional MCC Dispatch Console Po$Won
G) Motorola Solutions Confidential Resfrlcted
X X
X
X X
X
X X
X
X
X
X
X
X
X
I
X
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Statement of Wom 4-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
City of Ft. Collins-Light and Po....er
October 6, 2020
Motorola
Ta~ks S
1 1
. Customer
o u ions
Deliverable: Finalized design documentation based upon "frozen" design, along with any relevant
Chan e Order documentation.
Provide adequate HVAC, grounding, lighting, cable
routing, and surge protection based upon Motorola
Solutions' Standards and Guidelines for Communication
Sites R56
Ensure the resolution of environmental and hazardous
material issues at each site including, but not limited to,
asbestos, structural integrity (tower, rooftop, water tank,
etc . • and other buildin risks.
Ensure that electrical service will accommodate
installation of system equipment, including isolation
transformers, circuit breakers, surge protectors, and
cablin .
Create equipment order and reconcile to contract.
Manufacture Motorola Solutions-provided equipment
necessa for s stem based on ul ment order.
Procure non-Motorola Solutions equipment necessary for
the s stem.
X
X
X
Deliverable: Equipment procured and ready for shipment.
Equipment Shipment and Storage
Provide secure location for solution equipment. X
Pack and ship solution equipment to the identified, or site X
locations.
Receive solution equipment. X
Inventory solution equipment. X
Deliverable: Solution equipment received and ready for installation
Console Installation and Configuration
Identify circuits for connection to console and a
demarcation point located within 25 feet of the console
interface.
Connect console to circuit demarcation points. X
X
X
X
X
'
I
Additional MCC Dispatch Console Position Use or disclosure of this proposal Is subject
to the restrictions on the cover page,
G) Motorola Solutions Confidential Restricted Statement of Work 4-2
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
City of Ft. ColUns•Light and Pov.er
October 6, 2020
Motorola
Tasks Solutions Customer
Provide dispatch workstation
Provide monitor for posilion
Install an Audio lnteface Module (AIS) and purchased
peripheral console equipment in accordance with R56
standards and state/local codes.
Develop templates for console programming.
Perform console programming and configuration.
X
X
X
X
X
Oeffverable: Console equipment installation compfeted.
Verify that all equipment is operating properly and that all
electrical and si nal levels are set accurate( .
Verify that all audio and data levels are at factory settings.
Verify communication interfaces between devices for
ro er o eration.
Ensure that functionality meets manufacturers'
specifications and complies with the final configuration
established durin desi n review ors tern sta in .
X
X
X
X
Deliverable: Completion of System Optimization.
Functional Acceptance Testing
Verify the operational functionality and features of the
solution su lied b Motorola Solutions, as contracted.
Witness the functional testing.
Document all issues that arise during the acceptance
tests.
If any major task for the system as contractually described
fails during the Customer acceptance testing or beneficial
use, repeat that particular task after Motorola Solutions
determines that corrective action has been taken.
Resolve any minor task failures before Final System
Acee tance.
Document the results of the acceptance tests and present
for review.
Review and approve final acceptance test results.
X
X
X
X
X
X
X
Deliverable: Completion of functional testing and approval by Customer.
Review the items necessary for transitioning the project to
warrant su art and service.
Additional MCC Dispatch Console Position
• Motorola Solutions Confidential Restricted
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Statement of Work 4.3
City or Fl. Collins-light and Power
October 6, 2020
Motorola
Tasks Solutions Customer
Motorola Solutions to provide services during year 1
warran which ali n with the ro osed services.
Provide a Customer Support Plan detailing the warranty
su art associated with the contract e ui. ment.
Participate in the Transition Service/Project Transition
Certificate PTC recess.
X
X
X
Deliverable: Service information delivered and approved by Customer
Finalize Documentation and System Acceptance
Provide manufacturer's installation material, part list and
other related material to Customer upon project ' X
comoletion.
Provide an electronic as-built system manual on CD or
other Customer preferred electronic media. The
documentation will include the following:
• ATP Test Checklists.
• Functional Acceptance Test Plan Test Sheets and X
Results.
• Equipment Inventory List.
• Console Programming Template (where applicable).
Drawings will be delivered in Adobe PDF format.
Receive and approve documentation. X
Execute Final Project Acceptance. X X
Deliverable: All required documents are provided and approved. Final Project Acceptance.
4.1 ASSUMPTIONS-MAIN DISPATCH CENTER
Motorola has based the system design on information provided by the Park County
personnel, site walks, and an analysis of the system requirements. All assumptions have
been listed below for review. Should Motorola's assumptions be deemed incorrect or not
agreeable to the Park County, a revised proposal with the necessary changes and adjusted
costs may be required. Changes to the equipment or scope of the project after contract may
require a change order.
• Alt existing sites or equipment locations will have sufficient space available for the
system described as required/specified by Motorola's R56 Guidelines for
Communications Sites.
• Existing equipment racks will be used to support the proposed backroom equipment.
• AU existing sites or equipment locations will have adequate electrical power in the proper
phase and voltage and site grounding to support the requirements of the system
described.
- The quoted equipment is AC-only.
• There was no UPS provided in this proposal.
• Fort Collins will provide either an internet connection or hard connection to the ORNI
console.
• Fort Collins is responsible for providing monitors for the one (1) dispatch consoles.
Additional MCC Dispatch Console Position
G) Motorola Solutions Confidential Restricted
Use or disclosure or this proposal Is subject
to lhe restrictions on the cover page.
Statement of Worlc 4-4
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
City of FL Co:llns-llght and Power
October 6, 2020
• Motorola has provided this as a station console. This is not a grab and go console.
• The Fortinet VPN firewall must be furnished with an internet connection that includes a
publicly addressable static IP address. provided by Fort Collins Utilities
• There are ports available on the existing LAN switch
• No additional training is included.
• No new furniture has been included in this proposal.
• All work is to be conducted during normal work hours, Monday-Friday, 8:00 am to 5:00
pm.
• The schedule provided as part of this project is preliminary in nature and subject to
change. It is meant to be representative of the schedule required to implement the scope
of work of this proposal. The final project schedule will be finalized during the Detailed
Design Review.
Additional MCC Dispatch Console Position
• Motorola Solutions Confidential Restricted
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Statement of Work 4-5
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION PROJECT 5 SCHEDULE
Project Schedule is included on the pages that follow.
Additional MCC Dispatch Console Position
• Motorola Solutions Confidential Restricted
City of Ft. Collins-Light and Power
October 6, 2020
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Project Schedule 5-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
ID !Task Name I Duration !Start t inish 14th Quarter 11 st Quarter
Sen Oct I ......... I Qec Ja_n __
1 Contract 14 days Mon 9/28/20 Thu 10/15/20
2 1 Contract Design Review lday Fri 10/16/20 Fri 10/16/20
Y'
--,
3 I Order Processing 2 days Mon 10/19/20 Tue 10/20/20
~~ Manufacturing 40 days Wed 10/21/20 Tue 12/15/20 "J,. I
s Ship to Field 12 days Wed 12/16/20 Thu 12/31/20
6 I Receive and Inventory 2 days Fri 1/1/21 Mon 1/4/21 l
7 8 Audit Installation and Acceptance Testing lday 5 days Tue Tue 1/1/12/5/21 21 Tue Mon 1/1/12/11/21 21 ~
10 9 J Finalize Final Acceptance__ Final Documentation Transltion to 3 5 days days Wed Wed 1/1/13/20/21 21 Tue Fri 1/1/22/19/21 21 1
l Service
Task Manual Summary Rollup
Split ......................... Manual Summary I I
Milestone • Start-only [
Summary j j Finish-only J
Project Fort Collins Utilities MCC7SOOE
Preliminary Schedule Project Summary I I External Tasks
Date~ Thu 8/27 /20 Inactive Task External Milestone 6
Inactive Milestone Deadline ..
Inactive Summary r I Progress
Manual Task Manual Progress
Duration-only '
Page 1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION&
City of Ft. Collins-Light and PoYoer
October 6, 2020
ACCEPTANCE TEST PLAN
MCC 7100nSOO Trunked Resources
Instant Transmit
1. DESCRIPTION
The instant transmit switch provides immediate
operator access to a channel, independent of its
select status (selected or unselected). It provides
priority over other dispatcher transmit bars or
optional footswitches.
SETUP
RADI0-1 - TALKGROUP 1
CONSOLE-1 -TALKGROUP 1 (Selected),
TALKGROUP 2 (Unselect mode)
VERSION #1.010
Addltfonal MCC Dispatch Console Position
• Motorola Solutions Confidential Restricted
2.TEST
Step 1. Using CONSOLE-1, press the Instant
Transmit button on TALKGROUP 1.
Step 2. Verify that the Transmit indicator is lit.
Step 3. Verify RADI0-1 can monitor and respond to
the call on TALKGROUP 1.
Step 4. On RADI0-1 change to TALKGROUP 2.
Step 5. Using CONSOLE-1, press the Instant
Transmit button on the TALKGROUP 2 radio
resource.
Step 6. Verify RADI0-1 can monitor and respond to
the call on TALKGROUP 2.
Pass __ Fail __
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 71 oonsoo Trunked Resources
Talkgroup Selection and Call
1. DESCRIPTION
The Talkgroup Call is the primary level of
organization for communications on a trunked radio
system. Dispatchers with Talkgroup Call capability
will be able to communicate with other members of
the same talkgroup. This provides the effect of an
assigned channel down to the talkgroup level. When
a Talkgroup Call is initiated from a subscriber unit,
the call is indicated on each dispatch operator
position that has a channel control resource
associated with the unit's channel/talkgroup.
SETUP
RADI0-1 -TALKGROUP 1
RADI0-2 - TALKGROUP 2
RADI0-3 - TALKGROUP 1
RADI0-4 - TALKGROUP 2
CONSOLE-1 - TALKGROUP 1
CONSOLE-2 -TALKGROUP 2
VERSION #1.010
Additional MCC Dispatch Console Position
C) Motorofa Sofutfons Confidential Restricted
2. TEST
City of Ft, Collins.Ugh! and Power
October 6, 2020
Step 1. Initiate a wide area call from CONSOLE-1
on TALKGROUP 1.
Step 2. Observe that RADl0-1 and RADI0-3 will be
able to monitor the call. Dekey the console
and have either radio respond to the call.
Step 3. Observe that all consoles with TALKGROUP
1 can monitor both sides of the
conversation.
Step 4. Initiate a wide area call from CONSOLE-2
on TALKGROUP 2.
Step 5. Observe that RADI0-2 and RADI0-4 will be
able lo monitor the call. Dekey the console
and have either radio respond to the call.
Step 6. Observe that all consoles with TALKGROUP
2 can monitor both sides of the
conversation.
Pass __ Fail __
Use or disdosure of this proposal is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-2
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 7100n500 Trunked Resources
Emergency Alarm and Call Display
Description
1. DESCRIPTION
Users in life threatening situations can use the
emergency button on the radio to send an audible
alarm and a visual alarm signal to a console
operator in order to request immediate system
access to a voice channel for an emergency call.
An emergency alarm begins after the radio user
presses the radio's emergency button. Pressing the
emergency button places the radio in "emergency
mode". To begin an emergency call, the radio user
must press the radio's PTT button while in
"emergency mode." The assigned voice channel will
be dedicated to the emergency caller's talkgroup for
an extended period of time, equal to the Message
Hang Time plus the Emergency Hang Time. As with
other call types, emergency calls can operate across
sites as well as within the same site.
SETUP
RADI0-1 - TALKGROUP 1
CONSOLE-1 -TALKGROUP 1
CONSOLE-2-TALKGROUP 1
VERSION #1.020
Additional MCC Dispatch Console Position
• Molcxo/a So/ulions Confidenlla/ Restricted
2.TEST
City of Fl. Col ins-Light and Power
October 6, 2020
Step 1. Initiate an Emergency Alarm from RADI0-1 .
Step 2. Observe the Emergency from RADI0-1 is
received at CONSOLE-1 forTALKGROUP 1
and the text in the talkgroup resource
indicates the trigger condition for the
emergency when applicable (mandown
condition, vehicle crash or vest pierce).
Step 3. Acknowledge the Emergency at the operator
position. Verify CONSOLE-2 receives
notification that the call has been
acknowledged.
Step 4. Initiate a call with RADI0-1 to initiate an
Emergency call.
Step 5. Observe CONSOLE-1 and CONSOLE-2 can
monitor RADI0-1
Step 6. Clear the Emergency from CONSOLE-1 on
TALKGROUP 1.
Step 7. End the Emergency Alarm from RADI0-1.
Pass __ Fail __
Use or disclosure of this proposal is subject
to the restrictions on lhe cover page.
Acceptance Test Plan 6-3
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 7100ll500 Trunked Resources
Multigroup Call
1. DESCRIPTION
This trunking feature allows an equipped console
operator position to transmit an announcement to
several different talkgroups simultaneously. As with
Talkgroup Calls, multigroup calls operate across
sites as well as within the same site.
SETUP
RADI0-1 - TALKGROUP 1
RADI0-2-TALKGROUP 2
RADI0-3 - RANDOM
CONSOLE-1 - ATG 1
Note: TALKGROUP 1 and TALKGROUP 2 are
members of ATG 1. RANDOM is any talkgroup not a
member of ATG 1.
VERSION #1.010
Additional MCC Dispatch Console PosiUon
I) Motorola Solutions Confidential Restricted
2. TEST
City or Ft. Collins-Light and Power
October 6. 2020
Step 1. Using CONSOLE-1, select lhe ATG 1
resource.
Step 2. lnttiale the MUltigroup Call from CONSOLE·
1.
Step 3. Observe that RADI0-1 and RADI0-2
receive the Multigroup Call.
Step 4. Verify that RADI0-3 does not receive the
Multigroup Call because it is not a member
of ATG 1.
Step 5. Answer the MU'ltigroup Call using RADI0-1
and observe CONSOLE-1 receives the
response.
Step 6. Verify that if the call is answered within the
repeater hang time, the console will receive
the call on the ATG 1 resource tile.
otherwise the console will receive the call on
the TALKGROUP 1 tile.
Step 7. Verify that if the can is answered within the
repeater hang tune, RADI0-2 will monitor
the call.
Pass __ Fall __
Use or disclosure of thrs proposal is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-4
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 7100nsoo Trunked Resources
Talkgroup Patch
1. DESCRIPTION
Talkgroup Patch allows a dispatcher to merge
several talkgroups together on one voice channel to
participate in a single conversation. This can be
used for situations involving two or more talkgroups
that need to communicate with each other.
Using the Patch feature, the console operator can
talk and listen to all of the selected talkgroups
grouped; in addition, the members of the individual
talkgroups can also talk or listen to members of
other talkgroups. Patched talkgroups can
communicate with the console dispatcher and other
members of different talkgroups because of the
"supergroup" nature of the Patch feature.
NOTE : If "secure" and "clear" resources are
patched together, one repeater for each mode may
be assigned per site.
SETUP
RADI0-1 -TALKGROUP 1
RADI0-2 - TALKGROUP 2
RADI0-3 - TALKGROUP 1
RADI0-4-TALKGROUP 2
CONSOLE-1 - TALKGROUP 1 and TALKGROUP 2
Note: All 4 Radios must have the same home zone.
VERSION #1.010
Add~lonal MCC Dispatch Console Position
C) Motorola Solutions Confidential Restricted
2.TEST
City of Ft. Collins-Light and Power
October 6, 2020
Step 1. Using CONSOLE-1 create a patch between
TALKGROUP 1 and TALKGROUP 2.
Step 2. Initiate a patch call from CONSOLE-1.
Step 3. Verify RADI0-1, RADI0-2, RADI0-3, and
RADI0-4 can monitor the call.
Step 4. Initiate several calls between the radios and
vetify successful communication.
Step 5. Dissolve the patch created in step 1.
Pass __ Fail __
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-5
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 7100n500 Trunked Resources
Multi-Select Operation
1. DESCRIPTION
Multi-Select (Msel) allows the console operator to
group a number of channels/talkgroups together
such that when the general transmit bar is
depressed, all of the multi-selected
channels/talkgroups will transmit at the same time
with the same information. Multi-Select is one way
communication call. If a radio user responds to a
Multi-Select call the talkgroup the user is affiliated to
will be the only one to hear the call. There is no
super-group formed, so radio communication is still
at the single talkgroup level. Multi-Select is utilized
to send an APB to several channels/talkgroups. A
Multi-Select has a rimit of twenty (20)
trunking/conventional resources
SETUP
RADI0-1 -TALKGROUP 1
RADI0-2 - TALKGROUP 2
CONSOLE-1 - TALKGROUP 1, TALKGROUP 2
VERSION #1.010
Additional MCC Dispatch Console Position
I) Motorola Solutions Confidential Restricted
2.TEST
Olly or Ft. ColHns-Llght and Pov.9r
October 6, 2020
Step 1. From CONSOLE-1. create an MseJ group
with TALKGROUP 1 and TALKGROUP 2.
Step 2. Transmit on the Msel using the Msel instant
transmit button.
Step 3. Verify that RAD10·1 and RADI0-2 hear the
call.
Step 4. Initiate a call with RAD10•1.
Step 5. Verify the cab is heard on CONSOLE-1 but
not on RADI0-2.
Step 6. Initiate a call with RADI0-2.
Step 7. Verify the call is heard on CONSOLE-1 but
not on RADI0-1 .
Step 8. On CONSOLE-1 d.ssolve the Msel.
Pass __ Fail __
Use or disclosure or lhis proposal Is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-6
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 710onsoo Trunked Resources
Alert Tones· Talkgroup
1. DESCRIPTION
Pre.defined alert tones can be transmitted on the
selected Radio Resource to subscribers which can
alert members of a channel/ talkgroup to a
particular event or signify to radio users special
instructions are to follow. The Console has the ability
to send an Alert.Tone signal on selected
conventional or talkgroup resources.
SETUP
RAD10·1 • TALKGROUP 1
RAD10·2 · TALKGROUP 1
CONSOLE·1 • TALKGROUP 1
VERSION #1.040
Addnlonal MCC Dispatch Console Position
• Motorola Solutions Confidential Restricted
2. TEST
City of Ft. Collins-Light and Power
October 6, 2020
Step 1. SelectTALKGROUP 1 on CONSOLE·1.
Step 2. Select Alert Tone 1 and depress the Alert
Tone button.
Step 3. Verify that RAD10·1 and RAD10·2 hear Alert
Tone 1.
Step 4. Repeat Steps 2·3 for Alert Tone 2 and 3.
Pass __ Fail __
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-7
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 7100n500 Trunked Resources
Call Alert
1. DESCRIPTION
Call Alert Page allows a subscriber/dispatcher to
selectively alert another radio unit. The initiating
subscriber/console will receive notification as to
whether or not the call alert was received. Units
receiving a Call Alert will sound an alert tone and
show a visual alert indication. The display will afso
show the individual ID of the initiating
subscriber/console unit.
SETUP
RADI0-1 -TALKGROUP 1
CONSOLE-1 -TALKGROUP 1
VERSION #1.030
Additional MCC Dispatch Console Position
• Motorola Solutions Confident/al Restricted
2.TEST
Clty of FL Coftins•Llghl and PO\Wr
October 6, 2020
Step 1. Using CONSOLE-1, select the call alert
button in the ·Private Call" resource window.
Step 2. Enter the ID of RADI0-1 and send the call
alert to RADI0-1.
Step 3. Verify that RADI0-1 receives the alert and
that the ID or alias of the console is shown.
Step 4. Tum off RADI0-1 .
Step 5. Using CONSOLE-1 , send the call alert to
RADI0-1 again.
Step 6. Verify that after trying to page RADI0-1, the
console displays "Can not send call alert -
target not found" in the summary/status list.
Pass __ Fail __
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-8
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
MCC 7100nsoo Trunked Resources
Activity Log
1. DESCRIPTION
The Console activity log will show all traffic for the
resource assigned to that console to include the
time, radio alias, TG, PTT ID and Emergency Call.
The dispatcher has the capability of selecting a
logged call within in the "Activity Log Window" for
instant transmit on the corresponding logged
resource.
This activity log can be logged to a text file for
archival purposes.
Note: The log file in the ops will only be seen if you
first check Log Activity in Elite Admin application
then in folder options uncheck hide hidden system
files. The location will be c:\Program
Data\MCC7500\MessageMonitorlogs.
SETUP
RADI0-1-TALKGROUP 1
RADI0-2 - TALKGROUP 2
RADI0-3 - TALKGROUP 3
RADI0-4 - TALKGROUP 4
CONSOLE-1 -TALKGROUP 1, TALKGROUP 2,
TALKGROUP 3, TALKGROUP 4
VERSION #1.020
Additional MCC Dispatch Console Position
Ci) Motorola Solutions Confidential Restricted
2. TEST
City of Ft. Collins-Light and Power
October 6, 2020
Step 1. On CONSOLE-1 select the "Show Activity
Log" button on the tool bar to open the
Activity Log Window.
Step 2. Initiate calls on RADI0-1, RADI0-2, RADI0-
3 and RADI0-4 to log call information and
verify calls are displayed in the activity log
window.
Step 3. Select a logged call in the Activity Log
Window and verify that the Channel Control
Window (CCW) at the top of the Activity log
window changes to the corresponding
resource. Verify the dispatcher is capable of
responding via the instant transmit button.
Step 4. Open the text file created by the Activity Log
and verify call traffic has been archived to
the document file.
Pass __ Fail __
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-9
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
6.1 SIGNOFF CERTIFICATE
City of Fl. Collins-Light and Po~r
October 6, 2020
By their signatures below, the following witnesses certify they have observed the system
Acceptance Test Procedures.
Signatures
WITNESS: _______________ Date: __ _
Please Print Name:------------------
Initials:
Please Print Title:
WITNESS:
Please Prim Name:-----------------
Initials:
Please Prin1 Title:
WITNESS:
Please Print Name:------------------
Please Print Title:
AddlUonal MCC Dispatch Console Position
• Motorola Solutions Confident/al Restricted
lnitials:
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Acceptance Test Plan 6-10
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION7
City of Ft. Collins-Light and Power
October 6, 2020
ESSENTIAL PLUS SERVICES
7 .1 ESSENTIAL PLUS SERVICES OVERVIEW
In order to ensure that The Customer has immediate access to Motorola's onsite and
technical support teams for both unforeseen issues and ongoing maintenance, Motorola
proposes our Essential Plus Services offering to Summit County. Appropriate for customers
who want to minimize their system's downtime, Essential Plus Services provide a reliable
service response and restoral process remote assistance to address unforeseen network
events, effect onsite repairs to network components, and deliver patches to keep Summit
County's system secure. The proposed offering consists of the following specific services:
• Service Desk.
• Technical Support.
• Onsite Support.
• Annual Preventative Maintenance.
• Network Hardware Repair with Advanced Replacement.
• Self-Installed Security Patches.
These services will be delivered to The Customer through the combination of local service
personnel either dedicated to the network or engaged as needed; a centralized team within
Motorola's Solutions Support Center (SSC), which operates on a 24 x 7 x 365 basis; and our
Repair Depot, which will ensure that equipment is repaired to the highest quality standards.
The collaboration between these service resources, all of who are experienced in the
maintenance of mission-critical networks, will enable a swift analysis of any network issues,
an accurate diagnosis of root causes, and a timely resolution and return to normal network
operation.
7 .2 ESSENTIAL PLUS SERVICES DESCRIPTION
7 .2.1 Centralized Service Delivery
Centralized support will be provided by Motorola's support staff, located at our Service Desk
and Solutions Support Center (SSC). These experienced personnel will provide direct
service and technical support through a combination of Service Desk telephone support,
technical consultation and troubleshooting through the SSC, and ongoing network
monitoring of Summit County's system.
Motorola will provide Service Desk response as a single point of contact for all support
issues, including communications between Summit County, third-party subcontractors and
manufacturers, and Motorola. When Summit County's personnel call for support, the Service
Desk will record, track, and update all Service Requests, Change Requests, Dispatch
Requests, and Service Incidents using Motorola's Customer Relationship Management
(CRM) system. The Service Desk is responsible for documenting Summit County's inquiries,
requests, concerns, and related tickets; tracking and resolving issues; and ensuring timely
communications with all stakeholders based on the nature of the incident.
Add~lonal MCC Dispatch Console Position
• Motorola Solutions Conf,dentia/ Restricted
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Essential Plus Services 7-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
7.2.2
7.2.3
7.2.4
Clty of Ft. Collins-Light and Power
October 6, 2020
As tickets are opened by the Service Desk, issues that require specific technical expertise
and support will be routed to our Solutions Support Center (SSC) system technologists for
Technical Support, who will provide telephone consultation and troubleshooting
capabilities to diagnose and resolve infrastructure performance and operational issues.
Motorola's recording, escalating, and reporting process applies ISO 90001 and TL 9000-
certified standards to the Technical Support calls from our contracted customers, reflecting
our focus on maintaining mission-critical communications for the users of our systems.
Field Service Delivery
Onsite repairs and network preventative maintenance will be provided by authorized local
field services delivery personnel, who will be dispatched from and managed by the Solutions
Support Center.
OnSlte Support provides local, trained and qualified technicians who will arrive at Summit
County's location upon a dispatch service call to diagnose and restore the communications
network. This involves running diagnostics on the hardware or FRU (Field Replacement
Unit) in order to identify defective elements, and replacing those elements with functioning
ones. The system technician will respond to Summit County'slocation in order to remedy
equipment issues based on the impact of the issue to overall system function.
Annual Preventive Maintenance Service provides proactive, regularly scheduled
operational testing and alignment of infrastructure and network components to ensure that
they continually meet original manufacturer specifications. Certified field technicians perform
hands-on examination and diagnostics of network equipment on a routine and prescribed
basis.
Network Hardware Repair
Motorola also proposes Network Hardware Repair with Advanced Replacement to
Summit County. With this additional service, Motorola will exchange malfunctioning
components and equipment with advanced replacement units or Field Replacement Units
(FRUs) as they are avaiJable in the Repair Depot's inventory. Malfunctioning equipment will
be evaluated and repaired by the infrastructure repair depot and returned to the Repair
Depot's FRU inventory upon repair completion. If the Customer prefers to maintain their
existing FRU inventory. The Customer will be abre to request a Mloaner" FRU while their unit
is being repaired.
Security Management Operations
The proposed Self-Installed Security Patches Service will provide the Customer with
security updates that are pre-tested by Motorola and installed by Summit County's
personnel. Motorola's dedicated vetting lab will pre-test security updates for the proposed
ASTRO 25 system release. When appropriate, Motorola will make these updates available
to outside vendors in order to enable them to test each patch, and will incorporate the
results of those third-party tests into the updates provided to Summit County. Once an
update is fully tested and ready for deployment in Summit County's system, Motorola will
post it to a secured extranet website and send an email notification to Summit County. If
there are any recommended configuration changes, warnings, or workarounds, Motorola will
provide detailed documentation for the Customer along with the updates on the website.
Additional MCC Dispatch Console Posmon Use or disclosure of this proposal Is subject
lo the restrictk>ns on the cover page.
I) Motorola Solutions Confidential Restricted Essential Plus Services 7-2
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
City or Ft. Collins-Light and Power
October 6, 2020
7.3 MOTOROLA'S SERVICE CAPABILITIES
Our focus on the needs of our public safety partners has led us to recognize that an
integrated implementation and seivice delivery team that takes a new system from system
installation, to acceptance, to warranty, and all the way through extended maintenance. is
the best way to ensure that public safety communications systems meet the needs of first
responders. Motorola's team of experts, have developed refined processes and
sophisticated tools through our experience in delivering mission-critical communications.
7.3.1 On-Call Support through the Solutions Support Center (SSC)
7.3.2
7.3.3
The cornerstone of our customer care process, Motorola's Solution Support Center (SSC) is
staffed 24x7x365 by experienced system technologists. This TL 9000/ISO 9001-certified
center responds to over 5000 public safety, utility, and enterprise customers. With over
100,000 phone and email interactions with Motorola customers per month, the SSC
provides our customers with a centralized contact point for seivice requests.
Onsite Service through a Field Service Team
Onsite maintenance and repair of Summit County's system will be provided by Motorola's
local team of seivice personnel. Motorola will provide the Customer with a Customer
Support Plan (CSP) that outlines the details of each seivice, provides escalation paths for
special issues, and any other information specific to Summit County's seivice agreement.
Some of these details will include items such as access to sites, response time
requirements, severity level definitions, and parts department access information.
Local technicians will be dispatched for onsite seivice by the SSC, who will inform the
technician of the reason for dispatch. This will enable the technician to determine if a certain
component or field replacement unit (FRU) will be needed from inventory to restore the
system. Once on site, the field technician will notify the SSC and begin to work on the issue.
The technician will review the case notes to determine the status of the issue, and begin the
troubleshooting and restoration process. Once the system is restored to normal operation,
the field technician will notify the SSC that the system is restored. The SSC, in turn, will
notify the Customer that the system is restored to normal operation and request approval to
close the case.
Centralized Repair Management through Motorola's Repair Depot
Our repair management depot coordinates component repair through a central location,
eliminating the need to send system equipment to multiple vendor locations for repair. Once
equipment is at the depot, technicians will replicate Summit County's network configuration
in our comprehensive test labs in order to reproduce and analyze the issue. Technicians will
then restore the equipment to working order. After repairs are completed, equipment will be
tested to its original performance specifications and, if appropriate, configured for return to
use in Summit County's system. All components being repaired are tracked throughout the
process, from shipment by the Customer to return through a case management system
where users can view the repair status of the radio via a web portal.
Additional MCC Dispatch Console Position Use or disclosure or this proposal is subject
to the restrictions on the cover page.
G) Motorola Solutions Confident/al Restricted Essential Plus Services 7-3
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION& PRICING SUMMARY
Please see the pricing summary included below.
Equipment and Services Summary
Description
Equipment
Implementation Services
TOTAL SYSTEM
Post Warranty Services
City of Ft. Collins-Light and Power
October 6, 2020
Price($)
$36,821
$35,630
$72,451
~·~WMIH:~41111~
Year 2 $1 ,583
Additional MCC Dispatch Console Position
G) Motorola Solutions Confidential Restricted
Use or disclosure of 1hls proposal Is subject
to the reslridlons on the cover page.
Pricing Summary 8-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
SECTION CONTRACTUAL 9
DOCUMENTATION
City of Ft. Collins-Light and Pov.er
October 6, 2020
Contractual Documentation is included on the pages that follow.
Additional MCC Dispatch Console Position
G) Motorola Solu/lons Confidential Restricted
Use or disclosure of this proposal Is subject
to the restrictions on the cover page.
Contractual Documentation 9-1
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
Communications System and Services Agreement
Motorola Solutions, Inc. ("Motorola") and City of Fort Collins ("Customer") enter into this "Agreement;
pursuant to which Customer will purchase and Motorola will sell the System and Services, as described
below. Motorola and Customer may be referred to individually as a "Partt and collectively as the
"Parties." For good and valuable consideration, the Parties agree as follows:
Section 1 ATTACHMENTS
1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and
implementation. These Exhibits are incorporated into and made a part of this Agreement.
Exhibit A "Motorola Software License Agreement"
Exhibit B "Payment"
Exhibit C Technical and Implementation Documents
C-1 "System Descripuon~ dated-------
C-2 "Pricing Summary & Equipment Ust~ dated------
C-3 "Implementation Statement of Work· dated-------
C-4 "Acceptance Test Plan· or "ATP" dated ______ _
C-5 "Performance Schedule" dated ------
Exhibit D "System Acceptance Certificate"
1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription
services in addition to the System and related services. Any such services will be governed by the terms
in the main body of the Agreement and an applicable Addendum containing terms specifi.c to such
service. Such Addenda will be labeled with the name of the service being purchased.
1.3 ORDER OF PRECEDENCE. ln interpreting this Agreement and resolving any ambiguities: 1) the
main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an
exhibit), and any inconsistency between Exhibits A through D will be resolved in their listed order, and 2)
The applicable service Addendum will take precedence over the main body of the Agreement and the
Exhibits.
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have U,e following meanings:
"Acceptance Tests" means those tests described in the Acceptance Test Plan.
"Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions
applicable to a particular service or other offering beyond the Communication System and System
implementation services. The terms in the Addendum are applicable only to the specific service or
offering described therein.
"Administrative User Credentials" means an account that has total access over the operating system,
files, end user accounts and passwords at either the System level or box level. Customer's personnel
with access to the Administrative User Credentials may be referred to as the Administrative User.
"Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes
(excluding training or testing).
"Confidential Information" means all information consistent with the fulfillment of this Agreement that is
(i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form,
being clearly designated, labeled or marked as confidential or its equ,valent or (ii) obtained by
CommunlcaUon System and Services Agreement v .1.22.2020
DocuSign Envelope ID: 7A34E9D6-0416-4810-8F15-8A89CD07BD3D
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
lnfonnation. Confidential lnfonnation that is disclosed orally must be identified as confidential at the time
of disclosure and confinned 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
lnfonnation disclosed with enough specificity for identification purpose and must be labeled or marked as
confidential or its equivalent.
"Contract Price" means the price for the System and implementation Services, excluding applicable
sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or the
pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not
included in the Contract Price.
"Deliverables" means all written infonnation (such as reports, specifications, designs, plans, drawings,
analytics, Solution Data, or other technical or business infonnation) that Motorola prepares for Customer
in the perfonnance of the Services and is obligated to provide to Customer under this Agreement. The
Deliverables, if any, are more fully described in the Statement of Work.
"Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may
from time to time, including during the course of providing the Services, develop and/or use and/or to
which Motorola provides Customer access.
"Effective Date" means that date upon which the last Party executes this Agreement.
"Equipment" means the hardware components of the Solution that Customer purchases from Motorola
under this Agreement. Equipment that is part of the System is described in the Equipment List.
"Feedback" means comments or information, in oral or written fonn, given to Motorola by Customer in
connection with or relating to Equipment or Services, during the tenn of this Agreement.
"Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control,
such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor
disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war,
riots, or any other similar cause.
"Motorola Software" means software that Motorola or its affiliated companies owns.
"Non-Motorola Software" means software that a party other than Motorola or its affiliated companies
owns.
"Open Source Software" (also called "freeware" or "shareware") means software with either freely
obtainable source code, license for modification, or pennission for free distribution.
"Proprietary Materials" means certain software tools and/or other technical materials, including, but not
limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models,
methodologies, programs, systems, analysis frameworks, leading practices and specifications which
Motorola has developed prior to, or independently from, the provision of the Services and/or which
Motorola licenses from third parties.
"Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets,
trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the
Equipment and Software, including those created or produced by Motorola under this Agreement and any
corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software
whether made by Motorola or another party.
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"Services" means system implementation, maintenance. support, subscription, or other professional
services provided under this Agreement. which may be further described in the applicable Addendum
and/or SOW.
"Software" (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola; and
(iii) may contain one or more items of software owned by a third party supplier. The term "Software" does
not include any third party software provided under separate license or third party software not licensable
under the terms of this Agreement.
"Software License Agreement" means the Motorola Software License Agreement (Exhibit A).
"Software Support Polley" ("Swsp••) means the policy set forth at
https://www.motorolasolutions.com/content/dam/msi/secure/services/software policy. pdf describing the
specific technical support that will be provided to Customers under the Warranty Period and during any
paid maintenance support period for Motorola Software. This policy may be modified from time to time at
Motorola's discretion.
"Solution" means the combination of the System(s) and Services provided by Motorola under this
Agreement.
"Solution Data" means Customer data that is transformed, altered, processed, aggregated, correlated or
operated on by Motorola, its vendors or other data sources and data that has been manipulated or
retrieved using Motorola know-how to produce value-added content to data consumers, including
customers or citizens which is made available to Customer with the Solution and Services.
"Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
"SUA" or "SUA II" means Motorola's Software Upgrade Agreement program.
"Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
"System" means the Equipment, including incidental hardware and materials, Software, and design,
installalion and implementation services that are combined together into an integrated system; the
System(s) is (are) described in the Technical and Implementation Documents.
"System Acceptance" means the Acceptance Tests have been successfully completed.
"System Data" means data created by, in connection with or in relation to Equipment or the performance
of Services under this Agreement
''Warranty Period" for System Hardware, Software, or services related to system implementation means
one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Unless
otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days
from performance of the Service.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other
contractual responslbilities to provide the Sotulion, all in accordance with this Agreement. Customer will
perform its contractual responsibilities in accordance with this Agreement.
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3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in the cost or time required to
perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or
applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change
order or Addendum. Neither Party is obligated to perform requested changes unless both Parties
execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date of Final Project Acceptance or expiration of the Warranty Period, or completion of the
Services, whichever occurs last. The term and the effective date of recurring Services will be set forth in
the applicable Addendum.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the
Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase
order must refer to thls Agreement, the expiration date of the Agreement, and must specify the pricing
and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable
provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment,
warranty commencement, and payment terms) will govern the purchase and sale of the additional
Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless
signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will
commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will
send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively,
Customer may register with and place orders through Motorola Online c·MOL"), and this Agreement will
be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and
Conditions of Sale. MOL registration and other information may be found at
https://businessonline.motorolasolutions.com and the MOL telephone number is (800) 814-0601.
3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to
Customer solely in accordance with the Software License Agreement. Customer hereby accepts and
agrees to abide by all of the terms and restrictions of the Software License Agreement.
3.6. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor's rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may
include Open Source Software.
3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications
and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order.
3.8. OPTIONAL EQUIPMENT OR SOFlWARE. 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 Optlons exhibit.
During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one
(1) year after the Effective Date), Customer has the right and option to purchase the equipment, software,
and related services that are described in the Priced Options exhibit. Customer may exercise this option
by giving written notice to Seller which must designate what equipment, software, and related services
Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and
conditions of this Agreement will govern the transaction; however, the partles 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,
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payment tenns, maintenance and support provisions, additions to or modifications of the Software
License Agreement, hosting tenns, and modifications to the acceptance and warranty provislons.
Section 4 SERVICES
4.1. If Customer desires and Motorola agrees to continue Services beyond the Tenn, Customer's
issuance and Motorola's acceptance of a purchase order for Services will serve as an automatic
extension of the Agreement for purposes of the continuing Services. Only the terms and conditions
applicable to the performance of Services will apply to the extended Agreement.
4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance
Services for the Equipment and support for the Motorola Software pursuant to the applicable
maintenance and support Statements of Work. Support for the Motorola Software will be in accordance
with Motorola's established Software Support Policy. Copies of the SwSP can be found at
https://www.motorolasolutions.com/content/dam/msi/secure/services/software policy.pdf 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. Unless already included in the Contract Price, if
Customer wishes to purchase 1) additional maintenance or software support services during the Warranty
Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after
the Warranty Period, Motorola will provide the description of and pricing for such services in a separate
proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this
Agreement applicable to maintenance, support, installation, and/or SUA Services, will be included in the
Maintenance and Support Addendum, SUA Addendum, the applicable Slatements of Work, and the
proposal, (if applicable). These collective terms will govern the provision of such Services.
To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement
and the separate proposal document. Omission of reference to this Agreement in Customer's purchase
order will not affect the applicability of this Agreement. Motorola's proposal may include a cover page
entitled ·Service Agreement• or "Installation Agreemeni-, as applicable, and other attachments. These
cover pages and other attachments are incorporated into this Agreement by this reference
4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or
subscription Services as part of the Solution, additional or different terms specific to such Service will be
included in the applicable Addendum and will apply to those Services. Customer may purchase
additional professional or subscription serwces by issuing a purchase order referencing tms Agreement
and Motorola's proposal for such additional services.
4.4. Any information in the form of specifications, drawings. reprints, technical information or
otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed.
accessed, will remain Motorola's property, will be deemed proprietary, Confidential Information. This
Confidential Information will be promptly returned at Motorola's request.
4.5. TOOLS. All tools, equipment, dies, gauges, models. drawings or other materials paid for or
furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the
sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or
control, be riable 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. Upon tennination of the contract for any
reason. Customer shall return to Motorola all equipment delivered to Customer.
4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of one
(1) year thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend
employment to any third party of any employee of Motorola or its subcontractors without the prior written
authorization of Motorola. This provision applies only to those employees of Motorola or its
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subcontractors who are responsible for rendering Services under this Agreement. If this provision is
found to be overly broad under applicable law, it will be modified as necessary to conform to applicable
law.
4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains
assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and
complete. Any information that Customer provides to Motorola concerning the Services or Deliverables
will be accurate and complete in all material respects. Customer will make timely decisions and obtain
any required management approvals that are reasonably necessary for Motorola to perform the Services
and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola
may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any
assumptions and Customer-provided information, decisions and approvals described in this paragraph.
4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable
Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed,
Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price,
subscription fees, project schedule, Deliverables, or other changes may be necessary.
4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola
recommends that Customer purchase products or other services, nothing in this Agreement precludes
Motorola from participating in a future competitive bidding process or otherwise offering or selling the
recommended products or other services to Customer. Customer represents that this paragraph does
not violate its procurement or other laws, regulations, or policies.
4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide
Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary
Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and
Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary
Materials.
4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this
Agreement at the direction of Customer will be considered to be additional Services which are subject to
additional charges. Any agreement to perform additional Services will be reflected in a written and
executed change order, Addendum or amendment to this Agreement.
Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section 6 CONTRACT PRICE, PAYMENT AND INVOICING
6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance
or for subsequent years of service, if any, and that all funds w ill be appropriated in accordance with
applicable law. The Customer will pay all invoices as received from Motorola and any changes in scope
will be subject to the change order process as described in this Agreement. At the time of execution of
this Agreement, the Customer will provide all necessary reference information to include on invoices for
payment in accordance with this Agreement.
6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $ . If
applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced
the Services, Software, and Equipment as an integrated System. A change in Software or Equipment
quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for
professional, SUA, and/or subscription services which are not included in the Contract Price may be
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fisted in Exhibit B, the pricing pages of the proposal, or the applicable Addendum.
6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the
Payment schedule in Exhibit B. Invoices will be mailed or emailed to Customer pursuant to Section 6.5,
Invoicing and Shipping Addresses. Except for a payment that is due on the Effective Date, Customer will
make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make
payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial
institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the
Federal Tax Identification Number for Motorola is 36-1115800.
6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the
invoices. Title and risk of loss to the Equipment will pass to Customer upon 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.
6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address:
Name~-----------------------------------
Address:Phone: _-_-_-_-_-_-_-_-_-_-_-__-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_-_ - _
E-INVOICE. To receive invoices via email:
Customer Account Number: __________________________ _
Customer Accounts Payable Email: _______________________ _
Customer CC(optional) Email: ________________________ _
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name: __________________________________ _
Address: ________________________________ _
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
Name: __________________________________ _
Address~----------------------------------
Phone: "-----------------------------------
Customer may change this information by giving written notice to Motorola.
Section 7 SITES AND SITE CONDITIONS
7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement,
Customer will provide a designated project manager; all necessary construction and building permits,
zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and
mounting locations; and access to the worksites or vehicles identified in the Technical and
Implementation Documents as reasonably requested by Motorola so that it may perform its duties in
accordance with the Performance Schedule and Statement of Work. If the Statement of Work so
indicates, Motorola may assist Customer in the local building permit process.
7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and
in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the
Statement of Work states to the contrary, Customer will ensure that these work sites have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical
power outlets, distribution, equipment and connections; and adequate telephone or other communication
lines (including modem access and adequate interfacing networking capabilities), all for the installation,
use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola
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may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the
requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the
version of E.I.A. standard RS-222 in effect on the Effective Date.
7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation
Documents are no longer available or desired, or if subsurface, structural, adverse environmental or
latent conditions at any site differ from those indicated in the Technical and Implementation Documents,
the Parties will promptly investigate the conditions and will select replacement sites or adjust the
installation plans and specifications as necessary. If change in sites or adjustment to the installation
plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend
the Contract Price, Performance Schedule, or both, by a change order.
Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of
Work. Customer will notify Motorola immediately if a date change for a scheduled training program is
required. If Motorola incurs additional costs because Customer reschedules a training program less than
thirty (30) days before its scheduled start date, Motorola may recover these additional costs.
Section 9 SYSTEM ACCEPTANCE
9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten
(10) days notice before the Acceptance Tests commence. System testing will occur only in accordance
with the Acceptance Test Plan.
9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the
Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly
executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for
individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will
occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the
Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes
the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice
that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice
within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to
have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System
that do not materially impair the operation of the System as a whole will not postpone System Acceptance
or Subsystem acceptance, but will be corrected according to a mutually agreed schedule.
9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation
and testing responsibilities may be impeded if Customer begins using the System before System
Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without
Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible
for System performance deficiencies that occur during unauthorized Beneficial Use. Upon
commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the
System.
9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance
when all deliverables and other work have been completed. When Final Project Acceptance occurs, the
parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate.
Section 10 REPRESENTATIONS AND WARRANTIES
10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance
with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever
occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System
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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 ou1side the Specifications.
10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment
under normal use and service will be free from material defects in materia,s and workmanship. If System
Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes
beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the
Equipment.
10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the
Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance
with the warranty terms set forth in the Software License Agreement and the provistons of this Section
that are applicable to the Software. If System Acceptance is delayed beyond six (6) months after
shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires
eighteen (18) months after the shipment of the Motorola Software. Nothing In this Warranty provision
Is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or
conflict between the Software Warranty and Software Support Policy, the Software Support Policy
governs.
10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not
apply to: (i) defects or damage resulting from; use of the Equipment or Software in other than its normal,
customary, and authorized manner; accident, liquids, neglect. or acts of God; testing, maintenance,
disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in
writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards~ (ii)
breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii)
Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry
their own separate limited warranty) or consumables: (v) freight costs to ship Equipment to the repair
depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation
of the Equipment; and (vii) normal or customary wear and tear.
10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be
provided in a good and workmanlike manner and will conform in all material respects to the applicable
Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety
(90) days from the date the performance of the Services are completed. Customer acknowledges that
the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer
(collectively, "recommendations"). Motorola makes no warranties concernlng those recommendations,
and Customer alone accepts responsibility for choosing whether and how to implement the
recommendations and the results to be realized from implementing them.
10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of
the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will
investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty
claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment
or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective
Equipment or Motorola Software. These actions will be the full extent of Motorola's liability for the
warranty claim. In the event of a valid Services warranty claim, Customer's sole remedy is to require
Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the
non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may
invoice Customer for responding to the claim on a time and materials basis using Motorola's then current
labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty
period. All replaced products or parts will become the property of Motorola.
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10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System or Services for commercial, industrial, or
governmental use only, and are not assignable or transferable.
10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS
AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 11 DELAYS
11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if
caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay
performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers
the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the
Performance Schedule or applicable Addenda for a time period that is reasonable under the
circumstances.
11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. Jf Customer (including its
other contractors) delays the Performance Schedule, it will make the promised payments according to the
Payment schedule as if no delay occurred; and the Parties will execute a change order to extend the
Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred
because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for
additional freight, warehousing and handling of Equipment; extension of the warranties; travel;
suspending and re-mobilizing the work; additional engineering, project management, and standby time
calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 12 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a
"Dispute").
12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the
laws of the State in which the System is installed.
12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice
of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle
the Dispute and who are at a higher level of management than the persons with direct responsibility for
the matter and 2) direct communication between the executives. If the Dispute has not been resolved
within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice
to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to
the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request
that American Arbitration Association nominate a mediator. Each Party will bear its own costs of
mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the
mediation in good faith and will be represented at the mediation by a business executive with authority to
settle the Dispute.
12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days
after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent
jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the
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exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection
with this Agreement.
12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated
as compromise and settlement negotiations for purposes of applicable rules of evidence and any
additional confidentiality protections provided by applicable law. The use of these Dispute resolution
procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the
rights of either Party.
Section 13 DEFAULT AND TERMINATION
13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this
Agreement, the other Party may consider the non-performing Party to be in default (unless a Force
Majeure causes the failure) and may assert a default ciaim 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 lhe other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of
this Agreement. In the event of termination for default. the defaulting Party will prompUy return to the non-
defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates
this Agreement as permitted by this Section, and completes the System through a third Party, Customer
may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to
a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price.
Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges.
In the event Customer elects to terminate this Agreement for any reason other than default, Customer
shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed.
Section 14 INDEMNIFICATION
14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from
any and all liability, expense, judgment, suit, cause of action, or demand for personal injury. death. or
direct damage to tangible property which may accrue against Customer to the extent it is caused by the
negligence of Motorola, its subcontractors, or their employees or agents, white performing their duties
under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer
will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the
full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to
Motorola's performance under this Agreement.
14.2. RESERVED.
14.3. PATENT AND COPYRIGHT INFRINGEMENT.
14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on
a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software
("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim").
Motoro1a·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
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awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in
writing, by Motorola in settlement of an Infringement Claim.
14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
option and expense: (a) procure for Customer the right to continue using the Motorola Product: (b)
replace or modify the Motorola Product so that it becomes non-infringing while providing functionally
equivalent performance: or (c) accept the return of the Motorola Product and grant Customer a credit for
the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon generally accepted accounting standards.
14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:
(a) the combination of the Motorola Product with any software, apparatus or device not furnished by
Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to
or used in connection with the Motorola Product: (c) Motorola Product designed or manufactured in
accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or instructions; (d) a
modification of the Motorola Product by a party other than Motorola: (e) use of the Motorola Product in a
manner for which the Motorola Product was not designed or that is inconsistent with the terms of this
Agreement: or (f) the failure by Customer to install an enhancement release to the Motorola Software that
is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the
Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived
by Motorola from Customer from sales or license of the infringing Motorola Product.
14.3.4. This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability in
the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to
provide any other or further remedies, whether under another provision of this Agreement or any other
legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies
provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15.
Section 15 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and
other one-time Services with respect to which losses or damages are claimed. With respect to all
subscription or other ongoing Services and unless as otherwise provided under the applicable Addenda,
Motorola's total liability will be limited to the direct damages recoverable under law, but not to exceed the
price of twelve (12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE
PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS
OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANYWAY RELATED TO OR
ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR
THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This
limitation of liability provision survives the expiration or termination of the Agreement and applies
notwithstanding any contrary provision. No action for contract breach or otherwise relating to the
transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of
the cause of action, except for money due upon an open account.
Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
16.1. CONFIDENTIAL INFORMATION.
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16.1.1. Each party is a disclosing party ("Discloser") and a rece1v1ng party ("Recipient·) under this
Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of
this Agreement and for a period of three (3) years from the expiration or termination of this Agreement,
Recipient will (i) not disclose ConfKlential Information to any third party; (ii) restrict disclosure of
Confidential fnformation 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 confidentiatity terms substantially similar to those in this Agreement; (iii) not copy,
reproduce, reverse engineer, decompile, or disassemble any Confidential Information; (iv) use the same
degree of care as for its own information of like importance, but at least use reasonable care, in
safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery
of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain
possession of the Confidential Information and prevent further unauthorized actions or other breach of
this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement.
16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can
demonstrate by documentation (i) is now available or becomes available to the public without breach of
this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully
obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to
such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's
Confidential Information or any breach of this Agreement.
16.1. 3. All Confidentia I 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 an 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 Confidentia1 Information that it may use only in case of a dispute concerning
this Agreement. No license, express or implied, in the Confidential Information is granted other than to
use the Confidential Information in the manner and to the extent authorized by this Agreement. The
Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to
this Agreement.
16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain
all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is
intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by
Motorola in connection with providing to Customer the Equipment, Software, or related services remain
vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development
rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola
does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or
interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create
derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell
or export the Software, or permit or encourage any third party to do so. The preceding sentence does not
apply to Open Source Software which is governed by the standard license of the copyright owner.
16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement,
Motorola will have no obligation to provide Customer with access to its Confidential Information and/or
proprietary information. Under no circumstances will Motorola be required to provide any data related to
cost and pricing.
16.4 DATA AND FEEDBACK.
16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created
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solely by it or its agents (hereafter, "Customer Data"), and grants to Motorola the right to use, host, cache,
store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit,
publish, display, and distribute such Customer Data.
16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been
transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data").
16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as
confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use,
reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer.
Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by
Motorola of either the novelty or originality of any idea. The parties further agree that all fixes,
modifications and improvements made to Motorola products or services conceived of or made by
Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of
Motorola and all right, title and interest in and to such fixes, modifications or improvements to the
Motorola product or service will vest solely in Motorola.
Section 17 GENERAL
17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola
is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to
Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the
date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property
tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth.
17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the
other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or
transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.
In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"),
whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation
Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to
Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under
this Agreement.
17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either
a future or continuing waiver of that same right or power, or the waiver of any other right or power.
17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or
unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and
effect.
17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an
independent contractor. The Parties and their personnel will not be considered to be employees or
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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 fonnal business organization of any kind.
17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a timitation of
the scope of the particular section to which the heading refers. This Agreement wiU be fairly interpreted in
accordance with its tenns and conditions and not for or against either Party.
17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be
in writing and either personally delivered or sent to the address provided by the other Party by certified
mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal
Express, UPS, or DHL), or by facsimile with correct answerback reca.ved, and wilt be effective upon
receipt.
17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all appffcable federal,
state, and local laws, regulations and rules concerning the perfonnance of this Agreement or use of the
System. Customer will obtain and comply with all Federal Communications Commission (~FcC~) licenses
and authorizations required for the installation. operation and use of the System before the scheduled
installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC
license applications, neither Motorola nor any of its employees is an agent or representative of Customer
in FCC or other matters.
17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this Is an
evolving technological area and therefore, laws and regulations regarding Services and use of Solution
may change. Changes to existing Services or the Solution required to achieve regulatory compliance
may be available for an additional fee. Any required changes may also impact the price for Services.
17.10. AUTHORl"TY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all
necessary approvals, consents and authorizations to enter into this Agreement and to perfonn its duties
under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon
execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in
accordance with its terms; and the execution, delivery, and performance of this Agreement does not
violate any bylaw, charter, regulation, law or any other governing authority of the Party.
17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by
Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only
grant access to the Administrative User Credentials to those personnel with the training and experience to
correctly use them. Customer is responsible for protecting Administrative User Credentials from
disclosure and maintaining Credential validity by, among other things, updating passwords when
required. Customer may be asked to provide valid Administrative User Credentials when in contact with
Motorola System support personnel. Customer understands that changes made as the Administrative
User can significantly impact the performance of the System. Customer agrees that it will be solely
responsible for any negative impact on the System or its users by any such changes. System issues
occurring as a result of changes made using the Administrative User Credentials may impact Motorola's
ability to perform Services or other obligations under the Agreement. In such cases, a revision to the
appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the
extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure
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to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will
pay Motorola on a time and materials basis for resolving the issue.
17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this
Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software); if any
payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment); Subsection
10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and
Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 17.
17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement
of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements,
proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement
may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties
had executed it as a single document. The Parties may sign in writing, or by electronic signature,
including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff
image, of a signature, shall be treated as and shall have the same effect as an original signature. In
addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement
shall be treated as and shall have the same effect as an original signed copy of this document. This
Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or
purchase order, acknowledgment or other form will not be considered an amendment or modification of
this Agreement, even if a representative of each Party signs that document.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc. Customer
By: __________ _ By: __________ _
Name:------------
Name: _ ___________ _
Title: ___________ _ Title: ____________ _
Date:------------ Date:-------------
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This Agreement is subject to NASPO ValuePoint Cooperative Purchasing Program Master
Agreement #06913 and the corresponding Colorado Participating Addendum. In the event of a
conflict, the Master Agreement as amended by the Colorado Participating Addendum takes
precedence.
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Tom Henderson
Area Sales Manager
11/16/2020 11/17/2020
Gerry Paul
Purchasing Director
Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc.,
("Motorola"), and City of Fort Collins ("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 tS 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 tlhat 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 r~leases 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 lhird party software provided under separate license or third party software not licensable
under the terms of lhis 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 llcense under Motorola's copyrights and Confidential Information (as defined in the Primary
Agreement) embodied in the Software lo 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.
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3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software,
the terms and conditions governing the use of such Open Source Software are in the Open Source
Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms
and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses
governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of
the applicable Open Source Software Licenses will take precedence over the license grants in this
Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine
whether any Open Source Software is provided under this Agreement; and (ii) identify the Open Source
Software (or specify where that license may be found).
3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT
PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT
BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT
AGREEMENT SUPERSEDES THE SOFlWARE LICENSE AGREEMENT AS TO THE END USER OF
EACH SUCH PRODUCT.
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
the general nature of these restrictions, Licensee will not make the Software available for use by third
parties on a "time sharing," "application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to
a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or
Documentation to any third party, grant any sublicense or other rights in the Software or Documentation
to any third party, or take any action that would cause the Software or Documentation to be placed in the
public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or
Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a
manner that would result in the production of a copy of the Software solely by activating a machine
containing the Software. Licensee may make one copy of Software to be used solely for archival, back-
up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at
the same time as the original Software is being operated. Licensee may make as many copies of the
Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow
any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated
Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other
device. Licensee may temporarily transfer Software installed on a Designated Product to another device
if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
of the temporary transfer and identifies the device on which the Software is transferred. Temporary
transfer of the Software to another device must be discontinued when the original Designated Product is
returned to operation and the Software must be removed from the other device. Licensee must provide
prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an
independent third party (" Auditor") may inspect Licensee's premises. books and records, upon reasonable
prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and
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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 conftdence by Motorola and the
Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating
to the Software and Documentation (including any corrections, bug fixes, enhancements, updates,
modifications, adaptations, translations, de-compilations, disassembfies, 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 intellectua, property developed, originated, or
prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
related services, remains vested exclusiveSy in Motorola, and Ucensee 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 successfuJ 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 thfrd 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 VulnerabUities. 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 lo Licensee substitute Software which will accomptish (he same objective, or termfnate
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 Documenlation,
including, without limitation, any and all implied warranties of condition, tille, 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
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Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee
paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated
Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products
to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's
FLASHport® software) which is embedded in or furnished for use with the radio products and the related
Documentation; provided that Licensee transfers all copies of the Software and Documentation to the
transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon
request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement
is signed by both parties and will continue for the life of the Designated Products with which or for which
the Software and Documentation have been provided by Motorola, unless Licensee breaches this
Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation
may be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by
Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee's breach
of this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be
entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession
of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the
United States Government).
Section 9 Commercial Computer Software
9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and
updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of "commercial
computer software" and "computer software documentation" as such terms are defined in 48 C.F.R. Part
252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48
C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-
7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant
sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates
are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only
those rights as are granted to all other end users pursuant to the terms and conditions contained herein.
9.2 If Licensee is licensing Software for end use by the United States Government or a United States
Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all
copies of such Software and Documentation to such United States Government entity or interim
transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an
enforceable end user license agreement containing restrictions substantially identical to the ones
contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s)
authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola
software to any third party nor permit any party to do so.
Section 10 CONFIDENTIALITY
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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 ttie Primary Agreement.
Section 13 GENERAL
13. 1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
inotuding export laws and regulations of the United States. Licensee will not, without the prior
authorizalion of Motorola and the appropriate governmental authority of the United States, in any form
export or re~xport, 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
ficense or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an
evolving technological area and therefore, faws and regulations regarding Services and use of Solution
may change. Changes to existing Services or the Solution required to achieve regulatory compliance
may be available for an additional fee. Any required changes may also impact the price for Services.
13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee.
13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of
Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts
for the International Sale of Goods do not apply. In the event that the Uniform Computer Information
Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes
applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this
Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under
this Agreement. The governing law will be that in effect prior to the applicability of UCITA.
13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
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any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agreement.
13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement. the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software and
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will
take the steps set forth in Section 6 of this Agreement.
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Exhibit B
PAYMENT
Except for a payment that is due on the Effective Date. Customer will make payments to Motorola within
thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a
check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased
additional Professional or Subscription services, payment will be in accordance with the applicable
addenda. Payment for the System purchase will be in accordance with the following milestones.
System Purchase (excluding Subscribers, if applicable)
1. 50% of the Contract Price due upon contract execution (due upon effective date);
2. 50% of the Contract Price due upon completion;
If Subscribers are purchased, 100% of the Subscriber Contract Price will be Invoiced upon
shipment (as shipped).
Motorola shall make partial shipments of equipment and will request payment upon shipment of such
equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when
professional services are completed, when applicable. The value of the equipment shipped/services
performed will be determined by the value shipped/services performed as a percentage of the total
milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and
overall system package. For invoicing purposes only, discounts will be applied proportionately to the FNE
and Subscriber equipment values to total contract price. Overdue invoices will bear simple interest at the
maximum allowable rate by state faw.
For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually In advance of each year of the plan.
The chart below outlines the hourly labor rates for Motorota System Integration resources to be used. The staffing
requirements shall be multiplied by the appropriate rate per resource in the tabte below. The hourly labor rates are
fully burdened. The hourly rates per resource type and level are listed in Tabte 1 .
Resource Types
Projed SV5tem System Projed
lewis ~ement Ef1&ineeruq: Technolo1lst Administration
4 s 290.00 s 300.00 s 280.00 s 200.00
3 s 240.00 s 250.00 s 240.00 s 180.00
2 s 220.00 s 220.00 s 220.00 s 170.00
1 s 190.00 s 210.00 s 210.00 s 160.00
Table l · Hourly Rates
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm). Additional
surcharges may apply to work done outside these limeframes. The mirumum charge for any resource wiU be 4 hours.
Travel expenses are not included In tt.ese rates and may be charged separately. The qualifications of each type and
level of resource are defined in the tables found at
https://www.motorolasolutions.com/content/dam/msl/secure/services/laboMates-exhlbit· 160408 .pdf. All
Motorola System Integration personnel assigned to this project will be classified according these levels. Project
Administrative roles are varied and their specific duties and qualffications will be determined by the complexity and
requirements of each project.
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EXHIBITD
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:
Signature:-------------
Tit Print I e: Name: ___-_-_-_-_--_-_-_-_-_ -_ -
Date: ____________ _
FINAL PROJECT ACCEPTANCE:
Motorola Representative:
Signature:-------------
Print Name:------------
Title: ____________ _
Date: _____________ _
Motorola has provided and Customer has received all deliverables, and Motorola has performed all other
work required for Final Project Acceptance.
Customer Representative:
Signature:-------------
Print Name: ___________ _
Title: _____________ _
Date:--------------
Communication System and Services Agreement v.1.22.2020
Motorola Representative:
Signature:-------------
Print Name:------------
ntle: --------------
Date:--------------
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