HomeMy WebLinkAboutDoc 660 - SO - Motorola - CommunicationsDeschutes County Board of Commissioners
1300 NW Wall St., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -Fax (541) 385-3202 -www.deschutes.org
AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of December 16,2013
DATE: December 9, 2013
FROM: Darryl Nakahira Department: Sheriff s Office Phone#: 541-617-3369
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document 2013-660, Deschutes County Services Contract. This
contract is between Deschutes County, by and through its Sheriffs Office, and Motorola Solutions.
PUBLIC HEARING ON THIS DATE? No
BACKGROUND AND POLICY IMPLICATIONS:
This is the annual renewal of the services agreement for maintenance and repair to Motorola equipment
used in the 800 MHz Sheriffs Office radio communications system. Motorola Solutions provides a
variety of services to assist the Sheriffs Office in maintaining its existing radio system, including
technical support, infrastructure repair, and preventative maintenance.
FISCAL IMPLICATIONS: The total annual payment will be $174,524.88, which is included in the
current budget. This is $760 less than the previous year's payment. Sheriffs Office radio
communications personnel will be performing certain work that was previously done by Motorola
personnel, resulting in the savings.
RECOMMENDATION & ACTION REQUESTED:
Approve and sign Document No. 2013-660.
ATTENDANCE: Darryl Nakahira, Sheriffs Office Legal Counsel;
Captain Erik Utter of the Sheriff s Office
DISTRIBUTION OF DOCUMENTS:
Call Pat Davis, Sheriff's Office Legal Assistant, x3367, when a copy is ready for pick up.
DESCHUTES COUNTY DOCUMENT SUMMARY
Date: December 9,2013 Department: Sheriffs Office
Contractor/Supplier/Consultant Name: Motorola Solutions (a subsidiary of Motorola)
Contractor Contact: Jim Nicholl Contractor Phone #: 253-377-9400
Type of Document: Document 2013-660 is a Service Agreement between Motorola
Solutions and the Sheriffs Office.
Goods and/or Services: This is an annual renewal for maintenance and repair to Motorola
equipment used in the 800 MHz Sheriff's Office radio system.
Background & History: This is the annual service agreement renewal in which Motorola agrees to
provide service and maintenance to the Motorola equipment owned by the Sheriffs Office and used
in its radio communication system. Motorola Solutions provides a variety of services to assist the
Sheriffs Office in maintaining its existing radio system, including technical support, infrastructure
repair, and preventative maintenance.
Agreement Starting Date: January 1,2014 Ending Date: December 31, 2014
Annual Value or Total Payment: $174,524.88
[gJ Insurance Certificate Received (check box)
Insurance Expiration Date: 7/0112014
Check all that apply:
D RFP, Solicitation or Bid Process
D Informal quotes «$150K)
[gJ Exempt from RFP, Solicitation or Bid Process (specify -see DCC §2.37)
DCC 2.37.080(B)(4)
Funding Source: Included in current budget? [gJ Yes D No
If No, has budget amendment been submitted? DYes D No
Is this a Grant Agreement providing revenue to the County? D Yes ~ No
(
I
Departmental Contact and Title: Darryl Nakahira, Sheriff's Office Legal Counsel
Sheriffs Approval: -----1 2 ~9 ~/?
1-617-3369
+-""--+--.r-¥--+-:T
Date
Distribution of Document: Call Pat Davis, Sheriff's Office Legal Assistant, x3367, when a
copy is ready for pick up.
Official Review:
County Signature Required (check one): IZI BOCC 0 Department Director (if <$25K)
o Administrator (if>$25K but <$150K; if>$150K, BOCC Order No. _______)
Legal Review ~~Date I J... (f 1.r3
Document Number 2013-660
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2013-660
This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Sheriffs Office
(County) and MOTOROLA SOLUTIONS, INC. (Contractor). The parties agree as follows:
Effective Date and Tennlnatlon Date. The effective date of this Contract shall be January 1, 2014. Unless extended or
terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractors completed
performance or on December 31, 2014, whichever date occurs last Contract termination shall not extinguish or prejudice
County's right to enforce this Contract with respect to any default by Contractor that has not been cured.
Statement of Work. Contractor shall perform the work described in Exhibit 1and Attachments A-J.
Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1.
Contract Documents. This Contract includes Page 1-13, Exhibits 1-5, and Attachments A-K.
CONTRACTOR DATA AND SIGNATURE
Contractor Address: 10104 1771h Ave E, Bonney Lake, WA 98391
Federal Tax 10# or Social Security #: FEIN -36-1115800
Is Contractor a nonresident alien? Dyes [gJ No
Business Designation (check one): D Sole Proprietorship D Partnership ~Corporation-for profit D Corporation-non-profit D Other, describe
A Federal tax 10 number or Social Security number is required to be provided by the Contractor and shall be used for the
administration of state, federal and local tax laws. Payment information shall be reported to the Intemal Revenue Service
under the name and Federal tax 10 number or, if none, the Social Security number provided above.
I have read this Contract Including the attached Exhibits. I understand this Contract and agree to be bound by Its
Co)fictor shall also sign Exhibits 3 and 4.
~ CSM
~--------------------------Title
Jim Nicholl 12/6/2013
Name (please print) Date
tenns. ~:
~_
Si re
DESCHUTES COUNTY SIGNA TIIRE
Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until
signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration
greater than $25,000 but less than $150,000 are not valid and not binding on the County until signed by the County
Dated this ____ of ________, 2013
ALAN UNGER, Chair
TAMMY BANEY, County Commissioner
Administrator or e Board of County Commissioners .
Dated this ~f+-
Attest: .".......____........."._______________ ANTHONY DEBONE, County Commissioner
Recording Secretary
Page 1 of 13· Personal Services Contract No . 2013-660
12J612013 DC 20 3 -66 0
STANDARD TERMS AND CONDITIONS
1. Time's of the easence. Contractor agrees that time is of the essence in the performance of this Contract.
2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and
manner set forth in exhibit 1.
a. Payments shall be made to Contractor following County's review and approval of billings and
deliverables submitted by Contractor.
b. All Contractor billings are subject to the maximum compensation amount of this contract.
c. COntractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum
compensation amount of this Contract, including any reimbursable expenses, (See Exhibit 5).
1) If the maximum compensation amount is increased by amendment to this Contract, the amendment
shall be signed by both parties and fully executed before Contractor performs work subject to the
amendment.
2) No payment shall be made for any services performed before the beginning date or after the
expiration date of this contract.
d. This Contract shall not be amended after the expiration date.
e. Contractor shall submit monthly invoices for work performed. The invoices shall describe all work
performed with particularity and by whom it was performed and shall itemize and explain all expenses for
which reimbursement is claimed.
f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current
invoice.
g. Prior to approval or payment of any billing, County may require and Contractor shall provide any
information which County deems necessary to verify work has been properly performed in accordance
with the Contract
3. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work
required by this Contract or assign or transfer any of its interest in this Contract, without the prior written
consent of County, which consent will not be unreasonably withheld ..
a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall
constitute a material breach of this contract.
b. Any such assignment or transfer, If approved, is subject to such conditions and provisions as the County
may deem necessary.
c. No approval by the County of any assignment or transfer of interest shall be deemed to create any
obligation of the County to Increase rates of payment or maximum Contract consideration.
d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and
services which are incidental to the provision of services under this Contract that are necessary for the
performance of the work.
e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and
unless otherwise specified by the County the Contractor shall be responsible for the performance of the
subcontractor.
f. Notwithstanding the foregoing, Motoria 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 sa/e. establishment of a
joint venture, spin-off or otherwise (each a "Separation Evenr). 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.
4. No Third Party Beneficiaries.
a. County and Contractor are the only parties to this Contract and are the only parties entitled to enfo«:e Its
terms.
b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to
third persons unless such third persons are individually identified by name in this Contract and expressly
described as intended beneficiaries of this Contract.
S. Succeuonl In Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the
parties and their successors and approved assigns, if any.
6. Early Tennlnatlon. This Contract may be terminated as follows:
Page 2 of 13 -PenIOI1al Services Contract No. 2013-660
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a. Mutual Consent County and Contractor, by mutual written agreement, may terminate this Contract at
any time.
b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar
days written notice to the other party.
c. For cayse. County may also terminate this Contract effective upon delivery of written notice to the
Contractor, or at such later date as may be established by the County, under any of the following
conditions:
1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for
the purchase of the indicated quantity of services as required In this Contract.
2) This Contract may be modified to accommodate the change in available funds.
3) If state laws, regulations or guidelines are modified, changed or Interpreted in such a way that the
services are no longer allowable or appropriate for purchase under this Contract or are no longer
eligible for the funding proposed for payments authorized by this Contract.
4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be
paid under this Contract. and if County has no funds legally available for consideration from other
sources.
5) If any license or certificate required by law or regulation to be held by the Contractor to provide the
services required by this Contract Is for any reason denied, revoked, suspended, not renewed or
changed in such a way that the Contractor no longer meets requirements for such license or
certificate.
d. Contractor Defaylt or Breach. The County, by written notice to the Contractor, may immediately
terminate the whole or any part of this Contract under any of the following conditions:
1) If the Contractor fails to provide services called for by this Contract within the time specified or any
extension thereof.
2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue
the work so as to endanger performance of this Contract in accordance with Its terms, and after
receipt of written notice from the County specifying such failure, the Contractor falls to correct such
failure within 30 calendar days or such other period as the County may authorize.
3) Contractor institutes or has instituted against it Insolvency, receivership or bankruptcy proceedings,
makes an assignment for the benefit of creditors, or ceases doing business on a regular basis.
e. County DefauR or Breacf}.
1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior
to such termination, the Contractor shall give to the County written notice of the breach and intent to
terminate.
2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then
the Contractor may terminate this Contract at any time thereafter by giving notice of termination.
7. Payment on Earty Tennlnatlon. Upon termination pursuant to paragraph 6, payment shall be made as
follows:
a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for
work performed prior to the termination date if such work was performed in accordance with the
Contract. Provided however, County shall not pay Contractor for any obligations or liabilities incurred by
Contractor after Contractor receives written notice of termination.
b. If this Contract Is terminated under subparagraph 6 d. of this Contract, County obligations shall be
limited to payment for services provided in accordance with this Contract prior to the date of termination,
less any damages suffered by the County.
c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County,
then the County shall pay the Contractor for work performed prior to the termination date if such work
was performed in accordance with the Contract:
1) with respect to services compensable on an hourly basis, for unpaid Invoices, hours worked within
any limits set forth in this Contract but not yet billed, authorized expenses Incurred if payable
according to this Contract and interest within the limits set forth under ORS 293.462, and
2) with respect to deliverable-based Work. the sum designated for completing the deliverable multiplied
by the percentage of Work completed and accepted by County, less previous amounts paid and any
claim(s) that County has against Contractor.
3) Subject to the limitations under paragraph 8 of this Contract.
8. Remedies. In the event of breach of this Contract the parties shall have the following remedies:
s. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any
obligations or liabilities of either party already reasonably Incurred prior to such termination.
Page 3 of 13 -PenIonaI SeNicea Contract No. 2013-660
121612013
1) Contractor may not incur obligations or liabilities after Contractor receives written notice of
termination.
2) Additionally, neither party shall be liable for any indirect. incidental, consequential or special
damages under this Contract or for any damages of any sort arising solely from the termination of
this Contract in accordance with its terms.
b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor,
County may pursue any remedies available at law or in eqUity.
1) Such remedies may Include, but are not limited to, terminatiOn of this contract. retum of all or a
portiOn of this Contract amount, payment of interest earned on this Contract amount. and declaratiOn
of ineligibility for the receipt of future contract awards.
2) Additionally, County may complete the work either by Itself, by agreement with another Contractor, or
by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance
of the total compensation provided under this Contract. then the Contractor shall be liable to the
County for the amount of the reasonable excess.
c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract,
Contractor shall repay any excess to County upon demand.
d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest,
labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of COUnty or
Contractor. respectively; however, Contractor shall make all reasonable efforts to remove or eliminate
such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue
performance of its obligations under this Contract. For any delay in performance as a result of the events
described in this subparagraph, Contractor shall be entitled to additional reasonable time for
performance that shall be set forth in an amendment to this Contract.
e. The passage of this Contract expiration date shall not extinguish or prejudice the COUnty's or
Contractor's right to enforce this Contract with respect to any default or defect in performance that has
not been cured.
f. COUnty's remedies are cumulative to the extent the remedies are not inconSistent, and County may
pursue any remedy or remedies singly I collectively, successively or in any order whatsoever.
9. Contractor'. Tender upon Tennlnatlon. Upon receiving a notice of termination of this Contract. Contractor
shall immediately cease all activities under this Contract unless County expressly directs otherwise in such
notice of termination.
a. Upon termination of this Contract, Contractor shall deliver to County all documents, informatiOn, works
in-progress and other property that are or would be deliverables had this Contract been completed.
b. Upon County's request, Contractor shall surrender to anyone County designates, all documents,
research, objects or other tangible things needed to complete the work.
Motorola will not grant Customer any rights to Motorola's intellectual property, Including patents, patent
applications, copyrights, trademarks. and trade secrets. except that Customer will have the normal non
exclusive royarty..free license to use that is implied, or otherwise arises by operation of law. in the sale of
a product. Title to all Motorola software, Including all rights in patents. copyrights. trade secrets, and
other intellectual properties. remains vested exclusively in Motorola.
10. Work Standard.
a. Contractor shall be solely responsible for and shall have control over the means. methods, techniques,
sequences and procedures of performing the work, subject to the plans and specifications under this
Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors
and agents.
b. For goods and services to be provided under this contract. Contractor agrees to:
1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans
and specifications approved by County;
2) comply with all applicable legal requirements;
3) comply with all programs. directives. and instructions of County relating to safety, storage of
equipment or materials;
4) take all precautions necessary to protect the safety of all persons at or near County or Contractor's
facilities. including employees of Contractor, County and any other exmtractors or subcontractors and
to protect the work and all other property against damage.
11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of a~
and the unlawful seiling, possession or use of controlled substances while performing work under thIS
Pig-4 of 13· Personal $eNlcee Contract No. 2013-680
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Contract.
12. Insurance. Upon execution of this Contract, Contractor shall provide insurance in accordance with Exhibit 2
attached hereto and incorporated by reference herein.
13. Criminal Background Investigations. Motorola affirms that It checks the criminal records of all applicants
for felony convictions and misdemeanor convictions involving a violent act or threat of violence within the
seven (7) years prior to employment, where permitted by law. If circumstances arise that cause the
Customer to reasonably believe an additional criminal background check is necessary, Motorola agrees to
conduct such a check on terms that are mutually acceptable to the parites and compliant with applicable law.
However, In no event can Motorola agree to waive the rights of Its employees, nor can Motorola provide the
Customer with any Information protected by law, Including but not limited to background check data.
14. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as
foflows:
a. Contractor shall not use, release or disclose any information concerning any employee, client. applicant
or person doing business with the County for any purpose not directly connected with the administration
of County's or the Contractor's responsibilities under this Contract except upon written consent of the
County, and if applicable, the employee, client. applicant or person.
b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to
County and Contractor records understand and comply with this confidentiality provision.
c. Contractor shall treat all information as to personal facts and Circumstances obtained on Medicaid
eligible individuals as privileged communication, shall hold such information confidential, and shall not
disclose such information without the written consent of the Individual, his or her attomey, the
responsible parent of a minor child, or the child's guardian. except as required by other terms of this
Contract.
d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that
does not identify particular individuals.
15. Reports. Contractor shall provide County with periodic reports at the frequency and with the Information
prescribed by County. Further, at any time, County has the right to demand adequate assurances that the
services provided by Contractor shall be in accordance with the Contract. Such assurances provided by
Contractor shall be supported by documentation in Contractor's possession from third parties.
16. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract.
a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other
records shall be maintained to the extent necessary to clearly reftect actions taken.
1) All records shall be retained and kept accessible for at least three years following the final payment
made under this Contract or all pending matters are closed, whichever Is later.
2) If an audit, litigation or other action involving this Contract is started before the end of the three year
period, the records shall be retained until all issues arising out of the action are resolved or until the
end of the three year period, whichever is later.
b. Upon thirty (30) days prior written notice to Contractor, County and Its authorized representatives shall
have the right to direct access to all of Contractor's directly pertinent books, documents, papers and
records related to this Contract for the purpose of conducting audits and examinations and making
copies, excerpts and transcripts.
1) These records also include licensed software and any records in electronic form, including but not
limited to computer hard drives, tape backups and other such storage devices. County shall
reimburse Contractor for Contractor's cost of preparing copies.
2) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense,
make the above records available at a location acceptable to the County.
c. In no circumstances will Motorola be required to create or maintain documents not kept In the ordinary
course of Motorola's business operation, nor will Motorola be required to disclose any information,
including but not limited to product cost data, which it considers confidential or proprietary to Motorola.
17. Own....hlp of Work. Motorola will not grant Customer any rights to Motorola's intellectual property. including
patents, patent applications. copyrights, trademarks" and trade secrets, .exce~t that Customer will ha",:, the
normal non-exclusive royalty-free license to use that IS implied, or othel'Wlse anses by operation of law. In the
sale of a product. Title to all Motorola software, including all rights in patents, copyrights. trade secrets. and
other Intellectual properties, remains vested exclusively in Motorola.
Page Sof 13 • Peraonal Services Contract No. 2013-660
1216f2013
18. County Code Provisions. Except as otherwise specifically provided. and only If applicable to Contractor
and this Contract. the provisions of Deschutes County Code, SectIon 2.37.150 are Incorporated herein by
reference. Such code section may be found at the following URl address: http://www.deschutes.orgIcounty
code.aspx
19. Partnership. County is not, by virtue of this contract, a partner or jOint venturer with Contractor in connection
with activities carried out under this contract. and shall have no obligation with respect to Contractor's debts
or any other liabilities of each and every nature.
20. Indemnity and Hold Hanni ...
Motorola will indemnify and hold Customer harmless from any and all libility, expense, judgement, suit,
cause of action, or demand for personal injury, death, or direct damage to tangible property which may
accrue against Customer to the extent it Is caused by the negligence of Motorola, Its subcontractors, or their
employees or agents, while performing their duties under this Agreement, provided that Customer gives
Motorola prompt, wrtten notice of any such claim or suit Customer shall cooperate with Motorola in its
defense or settlement of such 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.
21. Waiver.
a. County's delay in exercising. or failure to exercise any right. power, or privilege under this Contract shall
not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege
under this Contract preclude any other or further exercise thereof or the exercise of any other such right,
power, or privilege.
b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law.
22. Govemlng law. This Contract shall be govemed by and construed in accordance with the laws of the State
of Oregon without regard to prinCiples of conflicts of law.
23. Arbitration Required and Attomeys' F.... Any dispute or claim that arises out of or that relates to this
agreement. or to the interpretation, breach, or default thereof, or to the existence, scope or validity of this
agreement or the arbitration agreement, sharr be resolved by arbitration in accordance with the then
arbitration rules of and by filing a claim with Arbitration Service of Portland, Inc., and judgment upon the
award rendered pursuant to such arbitration may be entered in any court having jurisdiction thereof. In the
event suit or action is brought, or an arbitration proceeding is initiated, to enforce or interpret any of the
provisions of this agreement, or that arise out of or relate to this agreement, the prevailing party shall be
entitled to reasonable attomey's fees in connection therewith. The determination of who is the prevailing
party and the amount of the reasonable attomey's fees to be paid to the prevailing party shall be decided by
the arbitrator(s), with respect to attomey's fees incurred prior to and during the arbitration proceedings, and
by the court or courts, including any appellate court, in which such matter is tried, heard, or decided,
including a court that hears a request to compel or stay litigation or that hears any exceptions or objections
to, or requests to modify, correct. or vacate, an arbitration award submitted to it for confirmation as a
judgment
24. Severabiilty. If any term or provision of this Contract is declared by a court of competent jurisdiction to be
illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and
the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain
the particular term or provision held invalid.
25. Counterparts. This Contract may be executed in several counterparts. all of which when taken together
shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to
the same counterpart. Each copy of this Contract so executed shall constitute on original.
26. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties
hereto or notices to be given hereunder shall be given In writing, to Contractor or County at the address or
number set forth below or to such other addresses or numbers as either party may hereafter indicate In
writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid.
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a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the
designated person or representative.
b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine
generates receipt of the transmission. To be effective against County, such facsimile transmission shall
be confirmed by telephone notice to the County Administrator.
c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice
under this Contract shall be mailed by first class postage or delivered as follows:
To Contractor: To County -General:
Jim Nicholl Captain Erik Utter
Motorola SolUtions, Inc. Deschutes County Sheriffs Office
10705174111 Ave E 63333 W Hwy 20
Bonney Lake, WA 98391 Bend, OR 97701
Fax No. 253-826-0417 Fax No. 541-389-4454
To County -Accounts Pavable To County -Legal: To Coynty -Technical:
Lois Brice Darryl Nakahira Jon Sholes or Jeff McAllister
Deschutes County Sheriffs Office Deschutes County Sheriffs Office Deschutes County Sheriff's Office
63333 W Hwy 20 63333 W Hwy 20 63333 W Hwy 20
Bend, OR 97701 Bend, OR 91701 Bend, OR 97701
Fax No. 541-389-4454 Fax No. 541-389-4454 Fax No. 541-389-4454
27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the
parties.
a. All understandings and agreements between the parties and representations by either party conceming
this Contract are contained in this Contract.
b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless In
writing signed by both parties.
c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for
the specific purpose given.
28. identity Theft Protection. If applicable to Contractor and this Contract, Contractor and subcontractors shall
comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.).
29. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the
rights and obligations set forth in Sections 4, 5, 8, 9, 14, 16-27 and 29.
30. R.p.....ntatlon••nd W.rrantles.
a. Contractor'. Representations and Warranties. Contractor represents and warrants to County that
1) Contractor has the power and authority to enter into and perform this Contract;
2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor
enforceable in accordance with its terms;
3} Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or
profession and Contractor will apply that skill and knowledge with care and diligence to perfonn the
Work in a professional manner and In accordance with standards prevalent in Contractors Industry,
trade or profession;
4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent,
and duly licensed to perform the Work;
5) Contractor prepared its proposal related to this Contract, if any, independently from aH other proposers,
and without collusion, fraud, or other dishonesty; and
6) Contractor's making and performance of this Contract do not and will not violate any provision of any
applicable law, rule or regulation or order of any court. regulatory commission. board or other
adminiStrative agency.
b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any
other warranties provided.
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EXHIBIT 1
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2013~80
STATEMENT OF WORK, COMPENSATION
PAYMENTIERMS.ndSCHEDULg
1. Contractor shall perform the following work:
as set out in exhibit 5 and the attachments A-J.
2. County Servlc ... County shall provide Contractor, at county's expense, with material and services as set
out In Exhibit 5 and the attachments A-J.
3. Consideration. County shall pay Contractor on a fee-for-service basis at the rate as set out in Exhibit 5 and
the attachments A-J.
4. The maximum compensation.
a. The maximum compensation under this contract is $174,524.88.
b. Contractor shall not submit invoices for and County shall not pay for any amount In excess of the
maximum compensation amount set forth above.
1) If this maximum compensation amount is Increased by amendment of this contract, the amendment
shall be fully effective before contractor performs work subject to the amendment.
2) Contractor shall notify County in writing of the impending expiration of this Contract thirty (30)
calendar days prior to the expiration date.
5. Schedule of Performance or Delivery.
a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with the
schedule contained in Exhibit 5.
b. County will only pay for completed work that conforms to this schedule.
Page 8 <A 13 -Personal ServicH Contract No. 2013-660
121812013
EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contnct No. 201U80
INSURANCE REQUIREMEND
Contnctor ....1 at III tImee maintain In force at Contractor'a .xpenH, _ch laurence noIiId below.
Ineuranct coverage muet .ppIy on • primary or non-contrIbutor bale. AI laurence poIlcIea, except
Prorealonll UlbIIty, ..... be wrItMn on .n OCCUl'Nllce _Ie .nd be In effect for the teem GII ...1e contract.
PoIIcIM written on • -ell_ mad.-bale muM be .pprowd .nd .uthortzed by Deech..... County.
Contractor Name
Wolke ... CoIIIpenaation InMnnce In campllance with ORS 858.017, requiring Contractor end allsubcDntractors
to pnwIde worIcerI' cornpenutIon coverage for aU subject workers, or provide ceItitIcatIon of exempt 1tatuI.
WJrIcer'I Coq)enlldlon In..ance to cover c:IaImI made under \Norker's Compensation, disability beneftt or any
oCher 8q)Ioyee benefit IRa, including statutory limits In Iny ltate of operaIion with Coverage B EmpIoy"1
LiIbIIIly coverage all at the statutory 1inItI. In the absence of statutory limits the limits of Slid Employers IabIIty
CCJVIrIIg8Ih11 be not leis than 11,000,000 each 1CCIdent, dlleae.nd each employee. ThlllnlurMCI must be
endorIed with • waiver of IUbrogation endcnanen~ waiving the Insured'i right of IUbrogatiOn against County.
PIafeaIonII UlbIIIty Insurance with an occurrence combined lingle limit of not leis thin:
Per Occurrence limit AnnUli Aggregate limit
D $1,000,000 D $2,000,000
D $2,000,000 D $3,000,000
D $3,000,000 D $5,000,000
ProfeaionaI LIabIlIty InIUrMCI covers darnageI caused by error, omillion, or negligent ects related to
proIeaionIIIl8IVices provtded under this Contract. The poUcy must provide extended ntpCMtIng period coverage,
sornetimM referred to • "tIIiI coverage-for claims made within two yen ...... the contract work Is completed.
C R ulred Coun Ii!I Not ulnld Coun one box must be checked)'--___----I
CommercIal 0enaraI LIabIlIty
Per Single Claimant and Inckltnt
insurance with • combined lingle limit
All CIaknantI ArIsing frpm Single IncIc!ent
of not less thin:
iii $1,000,000 iii $2,000,000
C $2,000,000 0 $3,000,000
C $3,000,000 0 $5,000,000
Commen:IaI General liability Insurance Includes coverage for person.' Injury, bodily Injury, ad\IertIIIng Injury,
property damIge, premlsel, operatIonl, products, completed operationl end contractual IIab.tty. The Insurance
coverages provided for herein rft.Ist be endOl'led u primary end norHXX1tributory to eny Inlurance of County, Its
ofIIcIrI, employ_ or .gen... Each luch policy obtained by Contractor shan provide that the InlUrer lhal defend
any d against the named IDlUred and the addltionallnsuredl, their ofIicerI, agents, or employees, even If such
dis frivoIoul or fraudulent Such InsulWlce IhaII provide County with the right, but not the obligation, to engage
Its own attorney for the purpose of defending Iny IegIiICtion egalnst County, ItI officers, .,..., or employees,
and that Contractor IMIllndermify County for COlts .nd expenses, Including reason.bIe attornep' fees, Incurred
or IriIing out of the defense of such action.
The policy shall be endorsed to name DeKh.... Coumy, Ita otfIcwa, ~employea and vol.",..,. ..
en addItIonaIlMured. The addItion.1 Insured endorHment sh.n not lncIucIe declaration. that reduce My per
occurrence or aggregate InlUlWlce limit. The contractor shll provide edcIlttonal coverage baled on My
outstanding cIaIm(l) made egalnst policy limits to ensure that minimum Insurance limits required by the County
.re maintained. ConstructIon contracts may Include aggregate limits that apply on I -per location-or -per poject"
basis. The additional insurance protection shall extend equal protectiOn to County .. to Contractor or
lubcolltrac:tors and ahaIl not be limited to vicarious liability only or any similar limitation. To the extent any aspect
of Ihis Paragraph sh.. be deemed unenforceable, then the edcIltIonal Insurance protection to County shall be
narrowed to the maxirnlm amount of protection allowed by law.
One bCIC must be checked
PIal 9 fA 13 • Per'1CN18ervicH Cannel No. 201U80
12lIII2013
I
Per Occurence o S6OO,ooo o $1,000,000
C $2.000,000
Automobile liability InIUf8nce InciudeI caverage for bodily Injury and property damage ntlUlang from cperalion of 8
rnoIOr vehicle. CcmrnerdaI Automobile LIabIlIty Inaurance shan provide coverage for any molar vehicle (symbol 1
on lOme InIUtWICe CII1IfIcaIes) driven by (II' on behalf of Contractor during the ccuae of providing seMces under
thII oonIract Conrnen::iIII Automobile IJIbIIty Is r.quired for contractors that own bull...vehldes ,..ed 10
the buU\eIa. ExampIeI tncfude: pk.Inbera. electricians (II' canlbuction contr8cIDnI. Nt. Example of an accepIlIbie
perIOnII automobile policy Is • contractor who ,. • sole proprfetIr that does not own vehlclel reglslet'ed to the
businIu.
filJ Not one box mull be CI'Iecked
AddIIIonII Requhwnenta. Conttactor shall pay .. deductlbl..and aeIf-inlUred retentions. A ctOIS-IIabIIty cIauIe
(II' ~of Insured's condllion ITIUIt be Included In al COITIn'I8rQaI genef81 IabIIly poIIdes reqlftd by thfs
Contract Con1ractor's coverage wII be p1maI'y In the event of lou.
CertIIIcIta oI"urance Required. Conttactor IhaII furnish • current Certiftcate of tnsunmce to the County wtIh
the signed Contract. Contractor IhaU natify the County In Wl'fllng at least 30 daylln ed..a of any CIII'tCIIIation,
termination. n'IIterIII change. or reduction of IfmIIa of the Insurance coverage. Contractor IhaII be responllble for
tIrf deductible (ll'Mlf.lnlured retention.
Di9.ltally signed by ~Harms
ON: cn=Ken Harms, o=OesdIutes
County, OU=Rlsk Management,
-;{-~ ~emall=kenhOdesd!utes.org,;Ja
c;=I)S
Date: 2013.12.06 13:S9'.36 -OS'CO'
PIlI 100113 • fWIonIII ServicII CantrIIc:t No. 201ueo."'3
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2013-680
CERTIFICAnON STATEMENT FOR CORPORA-nON
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B In addition to C below;
A. CONTRACTOR IS A CORPORA-nON LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
I certify unde penalty of perjury that Contractor Is a (check one):
I:8j Co rati D1limited Uability Company 0 Partnership authorized to do business in the state of Oregon.
r~ CSM ~~Ie/l;;
Title Dae Yi
B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR.
Contractor certifies under penalty of perjury that the following statements are true:
1. If Contractor performed labor or services as an Independent Contractor last year, Contrador filed federal and
state income tax retums last year in the name of the business (or filed a Schedule C in the name of the
business as part of a personal income tax retum), !WI.
2. Contractor represents to the public that the labor or services Contrador provides are provided by an
independently established business registered with the State of Oregon. and
3. All of the statements checked below are true.
NOTE: Check all that apply. you shall check at least three (3' -to establish that you are an
Independent Contractor.
A. The labor or services I perform are primarily carried out at a location that is separate from my
residence or primarily carried out in a specific portion of my residence that is set aside as the
location of the business.
8. I bear the risk of loss related to the business or provision of services as shown by factors such
as: (a) fixed-price agreements; (b) correcting defective work; (c) warranties over the services or
(d) indemnification agreements, liability insurance, performance bonds or professional liability
insurance.
C. I have made significant Investment In the business through means such as: (a) purchasing
necessary tools or equipment; (b) paying for the premises or facilities where services are
provided; or (c) paying for licenses, certificates or specialized training.
D. I have the authority to hire other persons to provide or to assist in providing the services and if
necessary to fire such persons.
E. Each year I perform labor or services for at least two different persons or entities or I routinely
engage in business advertising, solicitation or other marketing efforts reasonably calculated to
obtain new contradS to provide similar services.
Contractor Signature Date
Page II of 13· Personal Services Contrad No. 2013-660
12t'812013
C. Repreaentatlon and Warranties.
Contnctor certifies under penalty of perjury that the following statements are true to the best of
Contnctor's knowledge:
1. Contractor has the power and authority to enter into and perform this contract;
2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable
in accordance with Its terms;
3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance
with the highest professional standards; and
4. Contractor shall, at all times dur1ng the term of this contract, be qualified, professionally competent, and duly
licensed to perform the services.
5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws descr1bed in ORS
305.380(4),
6. Contractor understands that Contractor Is responsible for any federal or state taxes applicable to any
consideration and payments paid to Contractor under this contract; and
7. Contractor has not discr1minated against minority. women or small bUSiness enterprises in obtaining any
required subcontracts.
12/612013
C~ctor Signature Date
Page 12 of 13 -Personal Services Contract No. 2013~
121612013
exhibit"
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2013-660
Compliance with provisions, requlrementa of funding source and
Federal and State lawa, lltatutea. rules, regulations, executive ordera and policies.
COnflicts of Interest
Contractor certifies under penalty of perjury that the following statements are true to the beat of
Contractor's knowledge:
1. If Contractor is currenUy performing work for the County. State Of Oregon or federal govemment, Contractor.
by signature to this Contract, declares and certifies that Contractor's Work to be performed under this
Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations
of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this
Contract. Contractor is not an ·officer,· "employee; or "agent" of the County. as those terms are used in
ORS30.265.
2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person
for influencing or attempting to influence an officer or employee of any agency, a member of Congress. an
officer or employee of COngress. or an employee of a member of Congress in connection with the awarding
of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of
any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any
federal contract, grant, loan, or cooperative agreement.
a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for
influencing or attempting to influence an officer or employee of any agency. a member of Congress, an
officer or employee of COngress, or an employee of a member of COngress in connection with this
federal contract, grant, loan. or cooperative agreement, Contractor agrees to complete and submit
Standard Form·LLL "Disclosure Fonn to Report Lobbying,II in accordance with its instructions.
1) Standard Form·LLL and instructions are located in 45 CFR Part 93 Appendix B.
2) If instructions require filing the form with the applicable federal entity. Contractor shall then as a
material condition of this Contract also file a copy of the Standard Forrn-LLL with the Department.
3) This filing shall occur at the same time as the filing in accordance with the instructions.
b. Contractor understands this certification is a material representation of fact upon which the COunty and
the Department has relied in entering into this COntract. Contractor further understands that submission
of this certification is a prerequisite. imposed by 31 USC 1352 for entering into this Contract.
c. Any person who fails to file the required certification shall be subject to a civil penalty of not less than
$10,000 and not more than $100,000 for each such failure.
d. Contractor shall include the language of this certification in the award documents for all sub-awards at all
tiers (including subcontracts, sutrgrants. and contracts under grants, loans and cooperative
agreements) and that all sub-recipients shall certify and disclose accordingly.
e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the
terms of this certification.
f. Contractor promises to indemnify County for any damages suffered by COunty as a result of Contractor's
failure to comply with the terms of this certification.
3. Contractor understands that, if this COntract involves federally appropriated funds, this certification is a
material representation of facts upon which reliance was placed when this Contract was made or entered
into, submission of this certification is a prerequisite for make or entering into this Contract Imposed by
Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be
subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure.
12/62013c2/L
~r Signature Date
Page 13 of 13· Personal Services Contract No. 2013-660
121612013
" MOTOROLA SOLUTIONS
Attn: National Service Support/4th fI
1301 East Algonquin Road
(800) 247·2346
Date: 11/18/2013
Company Name: Deschutes County Sheriffs Office
Attn:
Billing Address: 63333 W Hwy 20
City, State, Zip: Bend,OR,97701
Customer Contact:
Phone:
SERVICES AGREEMENT
Contract Number: S00001004720
Contract Modifier: RN05-SEP-1319:03:07
Required P.O.: No
Customer #: 1000708307
Bill to Tag #: 0001
Contract Start Date: 01/01/2014
Contract End Date: 12/31/2014
Anniversary Day: Dec 31st
Payment Cycle: MONTHLY
PO#:
QTY MODEUOPTION SERVICES DESCRIPTION MONTHLY
EXT
EXTENDED
AMT
***** Recurring Services *****
SVC01SVC1102C DISPATCH SERVICE $733.18 $8,798.16
8 SVC240AA ENH: SMARTNET SITE
70 SVC241AA ENH: SMARTNET STATION
SVC01 SVC11 04C TECHNICAL SUPPORT SERVICE $814.17 $9,770.04
8 SVC135AA ENH: SMARTNET SITE
70 SVC136AA ENH: SMARTNET STATION
1 SVC147AA ENH: SMARTNET SYSTEM
SVC01 SVC11 08C INFRASTRUCTURE REPAIR $3,961.35 $47,536.20
8 SVC257AB SMARTNET SITE(S)
70 SVC258AB ENH: SMARTNET STATION
SVC01SVC1405C NETWORK PREVENTATIVE MAINTENANCE A $810.04 $9,720.48
70 SVC212AA ENH: GROUND ACCESSIBLE STATION
8 SVC850AA SITE PM ACCESS A
SVC01SVC1410C ONSITE INFRASTRUCTURE RESPONSE $1,300.00 $15,600.00
2 SVC218AA ENH: ON SITE INFRASTRUCTURE RESPONSE-SITE
10 SVC219AA STATION(S)
SVC01SVC1411C ONSITE INFRASTRUCTURE RESPONSE SERVICE
LIMITED OPTION
$5,400.00 $64,800.00
6 SVC218AB ENH: ONSITE INFRASTRUCTURE RESPONSE-SITE
60 SVC219AB STATIONS
SVC02SVC0028C SP -FSO MAINTENANCE SERVICES $1,525.00 $18,300.00
7 SITE(S)
SPECIAL INSTRUCTIONS -ATIACH
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal -Recurring Services $14,543.74 $174,524.88
SUbtotal-One-Time Event
Services $.00 $.00
Total $14,543.74 $174,524.88
Several system components are out of lifecycle
support and will be repaired to best effort.
Taxes --
Grand Total $14,543.74 $174,524.88
Exhibit 5 pg 1 of 2
THIS SElMCE AMOUNT 18 SUBJECT TO STATE AND LOCAl. TAXING
JURISDICTIONS WHERE APPUCAIlU!. TO IE VERIFIED BY MOTOROLA.
Subcontractor(') City State
MOTOROLA WEST ADJUSTMENT 00175 SAN DIEGO CA
MOTOROLA SYSTEM SUPPORT CENTER ELGIN IL
MOTOROLA SYSTEM SUPPORT CTR-CALL
CENTER 00066
SCHAUMBU
RG
IL
MOTOROLA SYSTEM
SUPPORT-TECHNICAL SUPPORT D0068
SCHAUMBU
RG
IL
DAY WIRELESS SYSTEMS 03) BEND OR
DAY WIRELESS SYSTEMS 03) BEND OR
DAY WIRELESS SYSTEMS 03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
DAY WIRELESS SYSTEMS (03) BEND OR
de,crlbe the service, provided on thl' Agreement. Motorofa', Service Tennl
attached to thll Service Agreement, II Incorporated herein by thll reference.
Sheriff 12/9/13
TITLE DATE
~"",...R (PRINT NAME) ~ 12/6/13
OTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Jim Nicholl
MOTOROLA REPRESENTATIVE(PRINT NAME)
253-377-9400
PHONE
Company Name: Deschutes County Sheriffs Office
Contract Number: S00001004720
Contract Modifier: RN05-SEP-1319:03:07
Contract Start Date: 0110112014
Contract End Date: 12/31/2014
Exhibit 5 pg 2 of 2
Motorola Solutions Service Agreement
Attachment A to Dt.~__ • .rtes County Sheriff's Office Service Agret:h._nt" s00001004720
Qty Equipment covered under Service agreement s00001004720
10 Digitacs
60 Quantars
9 Tenser Channel Bank
6 Efratom GPS Unit -Repaired to best effort
11 T-Bar Switch
2 USCI
8 MTC3600
6 Combiners
6 Multicouplers
7 Blackboxes -Repaired to best effort
Equipment Not Covered
UPS's
Antenna Systems
Microwave Links
Modems
Surge Protectors (Rf and Telco)
Patch panels
Attachment A
to Exhibit 5
Motorola Semee DepartmeJlt
AttadnneDt B to Deschutes County Sberi1fs Office Service Agreement #800001004720
AttachmentS
Description of Services for Deschutes County Sheriff's OffIce
Service Agreement tlSOOO01004720
Infrastructure Repair with Advanced Replacement
Infrastructure Repelrwlth Advanced Replacement can provide a field
replacement unit (FRU) In advance and In exchange for the customers
malfunctioning component from Infrastructure Depot Operation's (IDO's)
inventory, (FRUs are subject to availability). Advanced Replacement FRUs are
shipped overnight with high prtority.
In the event the Motorola Local Service Provider must remove a malfunctioning
board/unit at the site location, the Motorola Local Service Provider wi" contact
the System Support Centers Call Centerto request a return authorization (RA)
number. The Motorola Local Service Provider will remove the malfunctioning
board/unit and ship to the SSC for repair.
Network Preventative Maintenance
Motorola's Network Preventative Maintenance will provide operational test and
alignment, as applicable. on the customers equipment (infrastructure or fixed
network equipment only) to ensure the equipment meets ortglnal manufacturers
specifications.
OnSIle Infrastructure Response with Customer Initiated Dispatch
OnSlte InfrastnJcture Response provides for on-site technician response as
determined by pre-deflned severity levels and response times {on either a 8X5
-limited-or 24X7 basis} in order to restore the system. Technicians are
dispatched by the SSC to perform first echelon service, provide information to
customer regarding system condition, remove failed components for repair. and
reinstall new or reconditioned components. OnSile Infrastructure Response
requires the purchase of DIspatch Service.
The Call Center Operation (CCO) at Motorola's System Support Center (SSC) is
your single point of contact for service Issues. A phone call to this operation's toll
free 800-phone number initiates an electronic customer service request (Case)
and begins the response process to the appropriate degree reqUired. If a
technician Is required to respond to an Issue for resolution. the ceo identifies the
Motorola Service Shop to dispatch the appropriate technician and tracks his
response to the on-site point of failure. They track the technician's progress In
effecting the repair and restoration. and notify the Customer of the status. In the
event that a System engineer or other system speciaUst Is required, the ceo
escalates the case to the appropriate level and assigns the required personnel.
Once 1he case has been resolved the eco will contact the Customer to advise
that the Issue has been resolved and that the case Is ready to be closed wtth the
CUstomer's concurrence.
Attachment B
to Exhibit 5 pl of 2
\
1
I
Motorola Servlee Department
Attachment B to Deschutes C01mty Shcrift's Office Service Agreement #800001004720
Network Optimization -applicable for the bunked simulcast voice system
and ..so for the data system
Motorola's Network OptImization services will provide for the adjustment of
system equipment settings and alignment In order to ensure that the overall
system operates optimally. The service not only Is Intended to adjust IndMdual
pieces of equipment as In a Network Preventative Maintenance service as
described above, but also to perfonn adjustments in order for those pieces of
equipment to optimally work together as a system.
Technical Support
Motorola's Technical Support was created to insure that the customer is provided
the answers to their technical issues. Motorola's Technical Support Operation is
manned 24 hours per day, 365 days a year to field all levels of calls. This
operation is staffed with technologists who specialize in the diagnosis and
resolution of system perfonnance issues by telephone. A Case is created on
each Issue and Is followed to resolution, with escalation If necessary. Because of
the Center's proximity to the factory engineers, the highest level of technical
support is available.
J
Attachment B
to Exhibit 5 p2 of 2
Service Terms and CondHions
Motorola. Inc••("Motorola, end the customer nameclln this Agreement ,Customer") hereby agree 81 follows:
Section 1 APPLICABRJTY
These Service Terms end Conditions apply to service contracts whereby Motorola will provide to Customer either (1)
maintenance, support and/or other servIcas under a Motorola Service Agreement, or (2) Instanatian services under s
Motorola InstalJatlon Agreement
Saclion 2 DEFINITIONS AND INTERPRETATION
2.1. -Agreement" means these ServIce Tenns and Concfrtions; the cover page for the Service Agreement or the
Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In
Interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions will take precedence over
any cover page, and the cover page will take precedence over any attachments, unlass the cover page or attachment
specifically slates otherwise.
2.2. "Equlpmenr means the equipment that Is specified In the attachments or is subsequenUy added to this Agreement.
2.3. "Services· means those Installation, maintenance, support, training, and other services descnbed in this Agreement.
Section 3 ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prfces set forth In the Agreement. This
Agreement will become binding only when accepted In writing by Motorola. The term of this Agreement will begin on the
"Start Date" Indicated in this Agreement.
Section 4 SCOPE OF SERVICES
4.1. Motorola Will provide the Services described in this Agreement or in a more detailed statement of work or other
dOQJment attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's
then-applicable rates for such services.
4.2. If Motorola Is proyiding Services for Equipment, Motorola parts or parts of equal qualty WI'R be used; the Equipment
wiD be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are
pl8Scribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the Jnjfjal
Equipment, the additional equipment may be added to this Agreement and will be biDed at the applicable rates after the
warranty for such eddltlonal equipment expires.
4.4. All Equipment must be In good working order on the Start Date or when additional equipment Is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number fist of the
Equipment. Customer must prornpUy notify Motorola in writing when any Equipment Is lost, demaged, stolen or taken out
of service. Customer's obligation to pay Service fees for such Equipment will tenninste at the end of the month in which
Motorola receives such written notice.
4.5. Customer must specifically identify any Equipment that is labeled Intrtnsicelly safe for use in he:zardous
environments.
4.6. If Equipment cannot, in Motorola's reasonable opinion. be properfy or economically serviced for any reason, Motorola
may modify the scope of Services related to such Equipment; remove such Equipment from the Agreement; or Increase
the price to Service such Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notffIcation In
a maMel' consistent with the level of SeNtce purchased as Indicated In this Agreement.
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use In ottIer
Ulan the normal, customary, Intended, and authot1zed manner; use not in compliance with appIk:eble Industry standards;
excessiw wear and tear; or accident, liquids, power surges, neglect. acts of God or other force majeure II\18I1I8.
5.2. Unless apecifioaJly induded in this Agreement, Service excludes Hems that 8f8 consumed In the nannal openltion of
the Equipment, sudI as batteries or magnetic tapes.: upgrading ex reprogramming Equipment; accessorias, belt cIps,
battery chargers, custom or spedaI products. modJfted units, or software; and repair or maintenance of any transmission
Une, antenna, microwave equipment, tower or tower lighting, duplex., combiner, or multicoupler. Motorola has no
Attachment C pl of 4
I
I
1
1 I
obligations fOr any transmission medium. such as telephone lines. computer networks. the Internet or the wor1dwIde web,
or fOr Equipment malfunction caused by such transmission medium.
SectIon I TIME AND PLACE OF SERVICE
SeMce will be provided at the location specified in this Agreement. When Motorola performs servk:e at Customers
location. CUstomer wII provide Motorola, at no charge,a non-llazardoua work environment with adequate shelter. heat,
light, and power and wtth full and free access to the Equlpmenl Waivers of liability from Motorola or lis subconlraclors will
not be imposed as • site access requframenl Customer wiI provide .a information pel1alnfng to the hardware and
software elements of any system with which the equipment is Int8rfacIng 80 that Motorola may perform lis Secvices.
Unless otherwise stated In this Agreement. the houri of SefvIce will be 8;30 a.m. to 4:30 p.m .• local time, excluding ..
weekends and holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or
xpenses associated with heJfcopter or other unusual access requirements; if these charges or expenses are reasonably
Incurred by Motorola in rendertng the Sarvlces,CUstomer agrees to reimburse Motorola for such charges and expenses.
Section 7 CUSTOMER CONTACT
Customer wi! provfde Motorola with designated points of contact (Jist of names and phone numbers) that wiD be available
twenty-four (24) hours per day. seven (7) days per week, and an escalation procedure to enable CUstomer's personnel to
maintain contact. as needed, with Motorola.
SectIon 8 PAYMENT
Unless altemative payment terms are specifically stated In this Agreement, Motorola WIll invoice Customer In advance for
each payment period. All other charges will be baled montflly, and Customer must pay each invoice In U.S. dollars within
twenty (20) days of the Invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes. excise
taxes. and other taxes or assessments levied as a resutt of Services rendered under this Agreement (except income.
profit. and franchise taxes of Motorola) by any govemmental entity.
Section 9 WARRANTY
Motorola warrants thet lis Services under this Agreement will be free of defecls In materials and workmanship for a period
of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of Ihis warranty,
Customer's sole remedy Is to require Motorola to re-perform the non-confonning Service or to refund, on a pro-rata basis,
the fees paid for the non-conformlng Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10 DEFAULTITERMINATION
10.1. if either party defaults In the performance of this Agreement, the other party will give to the non-performlng party a
written and detailed notice of the default. The non-performlng party will have thirty (30) days thereafter to provfde a writl8n
plan to cure the default that Is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to It under law, may immediately terminate this Ag~nt effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, Including payments which may be due and owing at the time of termination. AJI sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement Upon the effective date of
termlnaDon, Motorola will have no further obligation to provide Services.
Section 11 UMITATION OF LIABILITY
Except for personal InJury or death. Motorola's tolalliabillty, whether for breach of contract, warranty, negligence, strict
llabIIty In tort. or otherwise, wiD be IImfted to the direct damages recoverable under law, but not to exceed the price of
twelve (12) months of Service provided under this Agreement ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR fJN(
COMMERCIAl. LOSS; INCONVENIENCE; LOSS OF USE. TIME. DATA. GOOD Will. REVENUES. PROFITS OR
SAVINGS; OR OTHER SPECIAL. INCIDENTAL, INDIRECT. OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions con1empIated by this
Agreement may be brought more than one (1) year after the accrual of the cause of ac:tJon. except for money due upon an
open accounl This limitation of IiabiUty will survive the expiration or termination of this Agreement and applies
notwfthstandfng any contrary provision.
SectIon 12 EXCWSIVE TERMS AND CONDmONS
12.1. This Agreement supersedes all prior and conaJrrent agreements and understandings between the parties, whether
writI.8n or oral. related to the Services, and there are no agreements or representations concemJng the subject matter of
Attachment C p2 of 4
this Agreement except for those 8XpI"88S8d herein. The Agreement may not be amended or mod'lfIed except by 8 written
agreement signed by authortzed representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order Issued In furtherance of this Agreement.
however. 8n emission of the refaIenoe to this Agreement 8haJI not affact Its applicability. In no event wII either party be
bound by any terms confalned In a CusfDmer purd1ase order, acknowfedgement, or other writings unless: the pun:hase
order. acknowledgement. or other writing specifically refenI to this Agreement; clearfy Indicate the Intantfon of both parties
to owrrkfe and modify this Agreement; and the purchase ortfer.acknowledgement. or other wrfUng Is signed by authorized
representatives of boll parUes.
SecUon 13 PROPRIETARY INFORMATIONj CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1. Any information or data In the fonn of specifications. drawings. reprints. technical information or otherwise fumlshed
to Customer under this Agreement will remain Motorola's property. wID be deemed proprietary. will be kept confidential.
and wIR be promptly returned at Motorola's request Customer may not disclose, without Motorola's written permission or
as requfred by law. any confidential information or data to any person. or use confidential infonnatJon or data itself for any
purpose other than performing Its obligations under this Agreement The obligations set forth in this Section will survive
the expiration or termination of this Agreement
13.2. Unless otherwise agreed In writing. no commercial. financial or technicallnfonnatlon disclosed In any manner or at
any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide
Customer with access to Its confidential and proprietary fnfonnatlon. Including cost and pricing data.
13.3. This Agreement does not grant directly or by Implication, estoppel, or otherwise, any ownership right or license
under any Motorola patent. copyright. trade secret, or other intellectual property including any intellectual property created
as a result of or related to the Equipment sold or Services performed under this Agreement.
SectJon 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer Is solely responsible for obtaIning Ocenses or other authorizations required by the Federal Communications
Commission or any other federal, state. or local government agency and for complying with an rules and regulations
required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer
In any governmental matlers
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire. engage
on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or Its
subcontractors without the prior written authorization of Motorola. This provision appUes only to those employees of
Motorola or lis subcontractors who are responsible for rendering services under this Agreement. If this provision is found
to be overly broad under applICable law, It win be modmed as necessary to conform to applicable law
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dlas, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose
of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to such property, and retum'lt to Motorola upon request.
This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises
by Motorola at any time without restriction.
Section 17 GENERAL TERMS
17.1. If any court renders any porUon of this Agreement unenforceable, the remaining tenns will continue in full force and
effect.
17.2. This Agreement and the rights and duties of the parties will be interpreted In accordance with the laws of the State
In which the Services are performed
17.3. FaDure to exercise any right will not operate as a waiver of that right. power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or ada of God.
17.5. Motorola may subcontract any of the WOIX,but subcontracting will not releve Motorola of ita duties under this
Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of Its rights or obfIgafions hereunder
without the prior written consent of the other Party. which consent wi. not be unreasonably withheld. Any attempted
assignment. delegation, or transfer without the necessary consent will be void. Notwithstanding lhe foregoing, Motorola
Attachment C p3 of 4
may assign this Agreement to any of Its affiliates or its right to receive payment without the prior consent of Customer.!n
adc:fdfon. In the event Motorola aepande8 one or mont of Its businesses (each a -Separatad Buslness-),whether by way of
a sale, eatablahment of a joint venture, spin-off or otherwise (each a -SeparatIon Event"), MotcJn:)la may, without the prior
written consent of the other Party and at no addillonal cost to Motorola, assign this Agreement such that Hwli continue to
beneftt the Separated Business and Its afIIIiates (and Motorola and Its afftllatas. to the extent applicable) following the
Separallon Event
17.7. THIS AGREEMENT WILL RENEW. FOR AN ADDnlONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date. Motorola may adjust the price of the
Services to reflect Hs current rates.
17.8. If Motorola provides Services after the termination or expiraUon of this Agreement, the tenns and conditions In effect
at the time of the tennlnation or expiration wlUapply to those Services and Customer agrees to pay for those services on 8
time and materials basis at Motorola's then effeclive hourty rates.
Revised Jan 1,2010
Attachment C p4 of 4
• IIIfOTOROLA
Exhibit B Statement of Work
Infrastructure Repair with Advanced Replacement
1.0 Description of Services
In&astrw:ture Repair is a repair service for Motorola and select d:lird party InfiasInlcturc as let forth in Che
applicable attached &hibit(s), aU ofwhich are hereby iDcotponted into this Statement ofWork (SOW) by this
rct'c:n:nce. Customer's System type determines which e:xhibit is applicable (i.e. SmartZonc I)'Item exhibit,
SmartNet system exhibit). IDfiastructure may be repaired down to Che Compooeot level, as applicable, at the
Motorola ~Depot Opcratioas (IDO). At Motosola's discretion, aelect third party Infiutructun: may
be 8aIt to the original equipmeDt ma:rm.fiIctunIr or third party wru.:Ior for repair. IfInfrutructure is DO kmger
supported by Che origiaal equipment manufacturer or d:lird patty vendor, Motorola may replace Infrutructme
with similar Infiastructw:e, when possible.
When available, Motosola will provide Customer with an Advanced Replacement unit(s) or FRU(s) in exchange
for Customer's malfimctioning FRUCs). Non-standard configuratioas, CUstoIner-modified InftastnJcturc and
certain third party ID1iutructure are excluded from AdYanced Replacement sarvice. Malfunctioning FRU (s)
will be evaluated and repaired by 100 and returned to 100 FRU inventDl}' upoa completion ofJep8ir. In cues
where Advanced Replacement is not available or when a Customer requires the exact seria1 number to be
retumcd, a FRU may be available on a Loaner basis.
The terms and conditions ofthis SOW are an integral part ofMotorola's ScrW:e Tenns and ConditioDs or other
applicable agreement to which it is attached and made a part thcreofby this rcfenmc:e.
2.0 Motorola baa the following responsibilities:
2.1. Use commerciaJl.y rcaaonable eflbrts to maintain an inventory ofFRU.
2.2. Provide, new or reconditioned umCB as FRU to Customer or Servicer, upoa request and subject to
availabllity. The FRU will be ofIimilar kit aod version, and will eontain Jib boards and chips, as the
Customr:r's maJfimct:ioning lnfrIstructure.
2.3. Program FRU to origiDal opcratiq parameters based on templates provided by Customer as requin:d in
Section 3.5. IfCustomer tr:mplafl: is not provided or is not reasouably usable. a staodani default template
will be used.
2.4. Properly package and ship Advanced Replacement FRU from IDO's FRU inventory to Customer specified
address.
2.4.1. During nonnal operating hours ofMonday through Friday 7:00am to 7:00pm CST, excluding
holidays. FRU will be sent next day air via Federal Express Priority Overnight or UPS Red, unless
olhcrwise reqocstcd. Motorola will pay for such shipping, unless Customer requests shipments
outside of the above mentioned standard business hours and/or C8Jricr proJP'8Dlll. such as NFO
(next fliJht out). In such cues, Customer will be subject to shipping and bandling chaJp.
2.4.2. When sending the Adva.necd Replacement FRU to Customer, provide a recmn air bill in order for
Customer to Mtum the Customer's maI:fi:mctionin FRU. The Customer's maIfiulctioaiDg FRU
will become property oflOO IID.d the Customer will own the Advanced Replacement FRU.
2.4.3. When sending a Loaner FRU to Customer, 100 will not provide a return air bill for the
maI:fimctionins 1':o1iu1nIc;tur. The Customer is responsible to ananae and pay for abipping the
malfunctioning Inftasuucture to 100. 100 will repair aod n:tum. the CustomcIr's l'nfi'astructur
and will provide a retum air bill for the customer to return motll Loaner FRU.
2.5. Provide repair return authorization nllD1ber upon Customer request for In.fiu1rucf:ure that is DOt classified
as an Advanced Replaeemcnt or I...oao.cr FRU.
2.6. Receive maI:fimctionins Infi:astructuR: fi'om CustDmcr aDd document its arrival, repair aod return.
2.7. Ped'oIm the fbllowing savice on Motorola InIi'atnIccun::
2.7.1. Parform an operational check on the IIrlhstntctmc to determ.iDe the rJIture of the problem.
2.1.2. Replace maI:fi:mctionin FllU or Ctmponeats.
2.7.3. Verify that MotoJOIa Infi8Itmcture is 11IIUI'Ded to Motorola manuiic::Iured specificalions. as applicable
2.7.4. Perform a Box UDit Test on aD ICII'Viccd Inftastructure.
I~Rqairw/tllN/vrurard ~
AppnwtttI fly MoIlH'Ol4 0mtrtIct tmd Cmrtp/imIcII-JJ-f)4 pag. I ofJ
Attachment D
• MO'l"OIIOLA
2.7.5. Perform a System Test OIl select JnfiaImcture.
2.8. Provide the foIlowiua service 0Il1elect third party I'nfiastnIcture
2.8.1. Perform pre-dilp""ric aDd .n:paJr aervicc8 10 CODfinn lDfi'astructure malfimcticm aud efiminIte
ICIIdin& lIdiubuetwc with no trouble found (NI1") 10 third party vendor for repair, when
IIJIPlicable.
2.8.2. Ship maI1im.cticming htfi'astmcturo to the oripw equipmeDt ~OJ' dlird party vendor
for repair ICI'Yice. whm1applicab1e.
2.8.3. Truck Infiutructure sent 10 the origina) equipmant mllllllf'acturer or third party vendor fur service.
2.8.4. Perform a post-test after repair by Motorola, original equipment manufac:turcr, or third party
vendor 10 confinn malftmctionilli Infrastructure has been repaired and _tions properly in a
Motorola Syateal cc:m1iguration, when applicable.
2.9. R~program repaired Infi:astrucmre to original operatiDs parametczI based on templata provided by
Customer as required by Section 3.S. IfCustomer templale is not provided or is not reasonably usable, a
standard default template will be used.IfIOO determines that the maJfunccioning hdiaatructure is due to a
Software defec:t.1DO ft:SeI'Ves the right to reload Infi'aatJucture with a similar Software vemoo.
EnhaDcement R.elease(s), ifneeded, are subject to additioaal charges to be paid by Customer unless the
Customer has a Motorola Software Subscription agreement
2.10. Properly package n:pairod Inftastructure unless Customer's malfunctioning FRU was exchanged with an
IDO FRU. Motorola will return Customer's FRU{s) 10 lDO's FRU inventory, upon completion ofrepair.
2.11. Ship repaired InD:astructure to the Customer specified address during normal operating homs set forth in
2.4.1. FRU will be sent two-day air unless otherwise requested. Motorola will pay for such shipping,
unless Customer requests shipments outside ofthe above mentioned ataadard business homs lDdIor carrier
programs, such as NFO (next flight out). In such caaes. Customer will be subject 10 shipping and handling
charges.
3.0 Customer has the following responsibilities:
3.1. Contact or instruct ServiCeI' to oootac:t the Motorola System Support Center (SSC) and request an
Advanced RepIacoment, or Loaner FRU and a mum authorization number (neccssaI)' for all non
Advanced Rep1a<:emeDt repairB) prior 10 shipping malfunctioning In1i'asuuctQl'e OJ' third party
IDftutructure named in the applicable auached Exhibit.
3.1.1. Provide model description. model number. serial JlUD1ber. type ofSystem and Firmware version.
symptom ofproblem and address ofsite location for FRU or Inftutructure.
3.1.2. Indicate jf.Irrlbstrudure or dlird party Infiastructurc being sent in for service was subjected to
physical damage or J.i.ghIDing d.amaae.
3.1.3. FoUow Motorola instIuctions regarding inclusion or removal ofFirmware and Software
applications from In1tastructure being sent in for service.
3.1.4. Provide Customer purchage order IIIlDlber to SCCIJle payment for any costs described herein.
3.2 Pay fur shipping ofAdvanced Replacement or Loaner FRU from IDO jfCustomer rc:qucsted shipping
outside ofstandard business hours or carrier programs set forth in section 2.4.1.
3.3 Witbinfive (5) days ofreceipt ofthe Advanced R.cplacementFRU &om lOO's FRU inventmy, properly
package Customer's malfunctioning Infi:astruct:ure and ship the ma1.fim.ctioning Infias1ructure to 100 for
evaluation and repair 88 set forth in 2.7. Customer must send the return air bill, reCereaced in 2.4.2 above
back 10 IDO in order to ensure proper tracking ofthe returned In1iasttucture. Customer will be subject to a
replacement fee for maI.1imctioning Infiastruct:ure not properJy mumed. For In.fiastructure atIdIor third
party Infrastructure repairs that are not exchanged in advance, properly package In&astructure and ship the
maltimctioning FRU, at Customer's eqJenSe and risk oflOS8 to Motorola. Customer is respoIIS1'ble for
properly prackagiug the Customer malfunctioning InftastrucI:w:e FRU to ensure that the shipped
~arrives tm-da:magcd and in repairable condition. Clearly print the return authorization
DUmber em. the outside ofthe packaging.
3.4 Ifreceived, Customer must properly plCkale and ship Loaner FRU back to IDO within five (5) days of
receipt ofCusto.merl repahd FaU.
3.5 Maintain taD:plates ofSof\waretepplications and Finnware fur reloading ofInfiasbucture III set forth in
paragraph 2.3 and 2.9.
3.6 Coopnte with Motorola and perlOnn all acts that are reasouab1e or neceaary to cmbJe Motorola to
provide the Iniutructure Repair with AdvIm:ed RepJac:ement services 10 Custom«.
page 2 of3
Aeeac:hment D
• .oTOROLA
4.0 In addidon to Illy CltChWoDa IIIIIDCld in Section .s ofthe Service Terms and ConditioDs or in tmy other
UDderlyiDg A,g:recmeDt to which this SOW is IItIaCbed. the following items Ale ezcJuded tiom lDfiutructuJe
Repair with AdWDCCld Replacement:
J. AD IJJfrutrucI:urc over ICM:D. (7) years from product caucdIation date.
2. Physically damapd JnfiIItracture.
3. Thin:l party EquipmeDt not abipped by Motorola.
4. Consumable items im:1Ddin& but not limited to, batteries, c:onnectors. cables. tone/iDle cartridges •
.s. Test equipment
6. Racks, fiIrDitme and cabinets.
7. Finnware and/or Software upst"IIdes.
I~RqtJir wid! ~/lItpIlIt:tmttm
Approw!:d by MoIlN'Olt:l CmurtIct IIIUl C«IIp1I41tce 1·1$.(U pogeJo/J
Attachment D
• MOT'OIIOLA
SDlartZoIle S,... IBdusltua, Exc:lUllous, Euepdou ud Notes lor lDfrutraeture Repair
IbfrutnadDre ExhIbit
ADIama Syattms
Excludes aU Equipment such IS bHtirecIioDal amplifier&, multicouplen. co:mbiDcrI,
tower top.' cables. fOWaI. tower HoIrtTn.. IUId nllllllilaion liDr.a.
Base Statioo{.) IIId D. .Is} Inc:Iudes: nn.nt.r. ,Diaita1 MSFSOOO aDd M'IR2000 ONLY.
CcDtral BIcctroDics Bank(.}
IDc1udCII Loaina ReconIa' Intcrfi.ce and Netwodt Hub
CIwmel Bank(s)
IDcIudea aDd Telco • Excludes Siemens
s1
IncIudee DiIitac.aDd Asttotac .
Computer(s) Includes c.omputIn (pentium I, n. m. IV) directly inter18ce with or control the
COJllllmnir:ations S;ysu:m, including SiteLeoa and SyetemwaK:b n.lDcludes keyboards,
mice and trackbalJs •.Ex.c1udes Japtop computers and all 286, 386,486 computers.
Excludes defective or pbospbor-bumed cathode ray tubes CRT(s) and bumed-in flat
panel display image retention.
Console(s) Includes CODIOles (CCldracom n. Centracom Gold Classic, CcntnlCOm Gold ERte) as part
of complete commuuication System -ONLY. blcludes beadsetjack.s, dual foolswitdJes,
and aooseaeclc mi -'-. Excludes Centracom I.
ConUon~s)-Tnuddng Includes SmartNet n prime aDd remote controllers. Excludes SSMT and SCMS
controllers.
Dictaphones and Ra::ording
Excludes all types and models.
t
Digital Interface UDit(s) Included
DidtalS' Modem(s)
Included lI1IOIl modem model availability_
Diaital Voice Modem(s)
Included lI1IOIl modem model availabilitv
Switch
Includes AEB .AIMl. ZAMBI, AMB
Management Taminals
Includes compol1li's (Pcmbum I, n. m. IV) directly :intafaco with or control the
communications System, includinl SitcLens and Systemwatch n. Excludes 1aptop
and all 286, 386 486 c
MBEX(s) or NOVA Inten:onneet
Included
Microwa'Ye Equipment
Excludccl from service agrec:mc:nt but may be repaired oa an above contract, time aDd
material basis. All ~. must be lIbipped to 100. Excludes any on-site services.
Monitor(s)
blcludes all monitors connected to computers that ctirectIy interface with or control the
communicstions System. Includes flat panel displays and touch screen JIlOIlitots.
Excludes defective or phosphor-burned cathode ray tubes CRT(s) and burned-in flat
~display ima~n:tention.
Moscad Only NFM (Network Fault Management). as part ofcommunication System ooIy.
Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be
quoted separately. Excludes Fire alanning systems.
Networlc Fault t Includes Full Vision. Excludes NMC
Printcr(s) Includes printers that directly iDterfacc with the communications System.
RASCs) Excludes RAS 1100 1101 and 1102
Receiver(s) Includes Quantar and MTR2000, ASTRO-TAC Receivers.
Sim.uk:ast Distribution Included .. ... I)
SiteF: s s) Includes Rubidium. GPS and Netelocks IYStemlI sold with the Motorola SyStem.
Uuivc:nal Simulcast Conuol1c:r Included
In~s)
UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and
material basis. All UPS SyslCms must be shipped to !DO for repair. Excludes any 0IHile
aervices. Excludes all battaries.
Zone Manager Excludes HP11SI33. HP 715150 servenI. Excludes x-1amiuaJI NDS14C 8Dd NDS17C
Zone C0ntt01let(s) Includes CODIOle tamin.Ila. Excludes ALL SuIIIIMP hard drivea ...:n.N349SA 0820
I GD drive. Excludes the following SUNIIMP CPUSEl'"s: TLN3278B 0406, 1LN334JA
CM24 and n.N3278A 018110389.
I
I
f
J
Attachment E pi of 6
• II1fOT'OIlOLA
Indullo..... .ExdadoDI, 'Exctpdolll and Not. for Infrutrueture Repair
EDlbit
SaartNet SJstem IafnIItrw:ture
ExcJades all Equipmcmt IUCh as bi-dinlctioaal amp1ifiers.lIlIlIticoupicn.
combiners, to'M::r top prwmpHfiers. antconas, cables, towem, tower lightiq.
aDd trlllsmiuion Jines
AnteJma Systems
Base Stalion(s) and Rcpeater(s) Include:a Quantar, Quantro. Digi1al MSPSOOO. MTR2000, and Desktrac
LJSSUM7()()()"T Repcatc:rs ONLY. Network Management (Plcuc refer 10
the SOW for deIaiJs) is not available on alllltations.
Ccotral Elec1ronics Baulc(.) Includes r ......;,. .. Kecorder Intarf8ce and Network Hub. .C!uamd Bank(s) Includes and Telco. ExcJudes Siemeoa
C s)
Includes S Diaitac. and Astrotac Com.1)Il'8tors,
Computer(s)
Includes computenl (pentium. I. II, m. IV) ~tly interfAce with or control
the communications System, including SitcLens and Sys1emwatch n.
Includes keyboards, mice and trackballs. Excludes laptop compulen! and an
286. 386. 486 computers. Excludes defective or phospbor-bumed cathode ray
tubes CRT(s) and bumed-in Oat pa.nel display ima~retention.
Console(s)
Includes consoles (Centracom n. Ceatracom Gold Classic, Cenlraoom Gold
Elite) as part of complete communication System -ONLY. Includes headset
iacks dual footswitches and gooseneck mic:raphones. Excludes Centracom I.
Controller -trunking Includes SmartNet n prime and remote controllers. Excludes SSMT and
SCMS controllers,.and Recording Excludes all types and models.
DiaifallDtt::rlace Unit{s)
Included
Diaital S· Modem(.)
Incb.tded 1J1)On modem model availability
!ligiIal Voice Modem(sl
Included 1J1)On modem model 'm.
Fmba88Y_Swimh
Includes AEB AIMl ZAMBI, AMB
Management TormiDals
Includes computen (pentium I. II, m, IV) ~y intcr&ce with or control
the communications System, including SiteLens and Systcmwatch II.
Excludes laptop and all 286 386 486 computers.
MBEX(s) or NOVA Interconnect Included
Microwaw Equipment
Excluded from service agrec:mcnt but may be repaired on an above contract,
time and material basis. All Equipment must be shipped 10 mo. Excludes
anyon-site services.
MoDitor(s) Includes all monitors connected to computers that directly interface with or
control the communications Systcm.. Includes Oat panel displays and touch
screen monitors. Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and bumed-in Oat J)8De1 displays imallc retention.
Moscad Only NFM (Networlc: Fault Ma!laganeot), as put ofcommunicatioD Systrm
only. Standalone MOSCAD and System Cootrol and Data Acquisition
(SCADAl must be auoted seoarately. Excludes Pire alarming systems.
Universal Simulcast Controller
-..~ s}
Networlc Pault ent Includes Pull Vision. Excludes NMC
Printcr(s) Includes orintcrs that directlv intcr£ace with the comm.unicatioas System..
RAS(s) Excludes RAS BOO 1101 and 1102
s) Inoludes ~rar.MTR2000 and ASTRO-TAC Receivers.
Simulcast Di.stribution s) Included
Site Frequency Standard(s) Includes Rubidium, GPS and Netclocb systems sold with the Motorola
Systcm..
InchJded
UPS Systems. Excluded from sc:rvice aarecments but may be repain:d OD an abovI:: contract,
tiD:ae aDd material basis. All UPS Systmu must be shipped to IDO for JepIIir.
Excludes any oo-&it8 services. Excludes all batteries.
I
Attachment E p2 of 6
I
• MOTOROLA
IDdIlSloal. Exdalloau, Eneptlenl and Notes for CoDveadoul Syttem IDfrutructure Exhlblt IDfraItnlCtllr'e __
&cIudcs all Equipmcut such IS b~ampIifias.
multicoupIera, combDters. tower top pre-ampIitien. antamas,
eabJes. towcn. tower IiKhtina. and lrIDamission lines
Bue Station(s) ml Repeater(s)
ADcama Systems
Quan"'. Quantro. Digital MSFSOOO and MTR2000 ONLY.
Excludes MICOR and Analog MSFSOOO
Central Electronics Bank(a) Includes JoainJc reconk:r intaface and netw01k hub. .Channel Bank(s) IncJudea and Telco. Excludes Siemens
.) Includes Dighc and AItrotac.
Computer(s)
Includes computm (pentium I. n. Dl,lV) direc:tly Interface
with or control the communications System. iacluding SiteLens
and Systemwatch n. Includes keyboanla, mice and trackballs.
Excludes laptop computers and 811286, 386, 486 COIlIpUfm.
Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flat panel display image mention.
Console(s) Includes coosoles (Centracom n. Centracom Gold Classic,
Centracom Gold Elite) as part ofcomplete communication
System -ONLY. Includes headset jacks, dual footswitches, and
gooseneck microphones. Excludes Centracom I. Commandstar
and Commandstar Lite are not included as a conventional
system operator position but can be covered when services are
I separately..... . Excludes all types and models.
DiJrital Interface Unitls) allm
Die and
IncJuded
Digital SimmJinR Modem(s)
Included U'DOIl modem model availability
Switch Includes AEB. AIMI, ZAMBI AMB
Microwave Equipment.
Excluded fi:om service ~but may be repaired 011 an
above contract, time and material basis. AD equipment must be
shipped to mo. Excludes anyon-site services.
Monitor(s) Includes all monitors connected to COIDp\Itel's that directly
inter&ce with or control the commnnications System. Includes
flat panel displays and toucll screen monitors. Excludes
defective or phosphor-bumed cathode ray lUbes CRT(s) and
burned-in flat panel displays image retcmtion.
Moscad Only NFM (Network Fault Management), as part of
communication System only. Standalone MOSCAD and
System Control and Data Acquisition (SCADA) must be quoted
separately. Excludes Fire alarming systems.
printcr(s) Includes printers that directly interfisce with the communications
System.
Includes Quantar MTR2000 and ASTRO-TAC receivers.
Simulcast Distribution Amplificr(s)
RJlceiver(s)
Included
Includes Rubidium, GPS and Nctclocb 8)'81mD8 sold with theSite Frequency S1andard(s)
Motoro1aS~
Universal Simulcast Controller Interfilce(s) Included
Excluded fium service agreements but may be repaired 011 In
abo"" CODtraot, time aud material basis. AD UPS SystcmB must
be shipped to mo for repair. Excludes 8J1Y on-lib: &erVic:es.
Excludes all batteries.
UPS Systems.
Attachment E pJ of 6
• MOTOIIOI-A
Iadulloaa, Esdlllloaa, E:nepdOlu and Notes for
IJaI'rlllllnlcture RepaIr
Base Station(s) and R.epcater(s)
Bau S)'stem IDfrutru.eture ExbIblt
Ioc1udea Qwmtar (DSS3, DBS). DigitIIl MSF5000 (DSS2)
ONLY.
Computa(s) Jnc1ucIes computers (pentium 1. U. JD.IV) directly inIcrfacc
with or control the cmmmmieatioDs S)'Stem. Includes
keyboards, mice and trackballs. Excludes laptop COJDpUtcrs and
aD 286, 386, 486 COlDpltem. Excludes defective or phosphor-
burned CIdbodc ray cubes CRT(s) md bumed-in flat panel
display image retmltion.
Excludes aU types aud models.
Microwave Equ.ipmcmL
Dictarlhones and Recordina EQuipment
Excluded tiom service agreement but may be repaired on an
above contract, time and material basis. All equipment must be
sIIiPDed to mo. Excludes any on-site services.
Monitor(s} Includes aD monitors connected to computers that directly
interface with or control the communications System. Includes
flat panel displays and touch screen monitors. Exclucb
defective or phospbDr-bumed cathode ray tubes CRT(s) and
burned-in flat J)8Ile1 displays imaae retention.
Printcr(s) Includes printers that directly interface with the
communications System.
Radio Network Controller Includes One (1) RNC md One (1) RNC Console. Redundant
RNC's must be quoted separately. Excludes RNClOOO,
NCPSOO NCP2000 NCP2500 and NCP3000.
Site Dasa Link Modcm(s) Included
UPS Systems. Excluded tiom service agreemeata but may be repaired on an
above contnIc:t, time and material basis. All UPS Sys1I:mS must
be shipped to lDO for repair. Excludes my OIHite services.
Excludes aD batteries.
Wireless Network Gateway Excluded tiom the primelremotc site or S)'lItIm a.gr=ncDt but
can be covered when services are ~'L ,separately.
Attachment E p4 of 6
• MOTOROLA
IDduIloJu, .Exd.1IIl0lll, Eletpdom IUd Notes for
IDfruCruetan Reoair
All Controller
911 S)'Itea IDfrutractun EsbIblt
loclude& ADa.Iog Sratioo Card(s), CalJer ID Board(I),
COJlferau:e Boud(s). DTMF TOIle Receiwr Board(.), Digital
Statioo Card(s), E&M Card(s), Orouad Loop Start Catd(a),
MF Receiver Board(s). 911 Line Card(s)
ANI ConIrOUer Included
Client Computcr(s)
Jueludes eompukn (penti1Ull I, II. m, IV) directly inter&ce
with or control the CtdDlllllnjcatioos S)'ItaD, iDcluding
Sitd.ens and Systemwatch n. Includes keyboards, mice mel
trackbaDs Excludes laptop compukn and all 286, 386, 486
computers. Excludes defective or pIIoIIphor-bumc:d cathode
ray tubes CRT(s) and bumed-in flat panel display image
retention.
DictaPhones and R.ec:ordiDa EQuipment Exeludes all types and models.
HutJ{s)
Included
Line BoostenIIAmltlliierlShort haul modems
Excludes all
Modem(lI)
Includes roD Modem. Includes UDS202T, Memotech
Digital, US Robotics Sportster, US Robotics Carrier V.
Everything. UDS 2440, Hayes Aeeura, Hayes SmarcmocIcm,
BOCA Research Tidalwave. Excludes short haul modems and
Avatcx 1200 Prac:tiea1P '-'-•• UDS FI8UI.Ik n
Mooitor:(s} Includes all moni!o.rs connected to computers that directly
interface with or control the CODIIIIUIIicati System.
Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flat 'Pallet disDIaYI imaae ret=tion.
Networlt Switches Jucluded
Pr:intcr(s)
IDcludes prhm:rs that directly interfiIce with the
comm.unieations SYlU:m.
Power Supplies
Includes PDU 120 PDU 288 RPU 48
Rina s) Included
IncJuded
SED n lSiteSentty
Roukn
Included
Server(s) -ALI, Data base Ineludes computers (Penti1Ull1, n, m, IV) directly interface
with or oontrol the oommuaications SystmD, including
SiteLcns and Systemwatch It Includes mice and trackballs.
Excludes laptop eomPUkn and all 286, 386, 486 computers.
Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flat pane] display image retention.
Excludes Intrados Loc All
TeIepbooc(s) Includes up to six (6) administrative phones, and all911and
KEMohoDes.
Terminals Includes WYle 370 and Oume VliO.
TDD 8) Ineludes and UltraTec
UPS Systems. Excluded fiom se:rviec asreemcatB bot may be repaired on an
above contract, time and matrrial buis. .AD UPS SysICms
must be shipped to IDO forrcpair. Excludes anyon-sitc
services. Excludes all batteries.
Attachment E pS of 6
• IW07OIIOI.A
IDcll1lleu, bdulou,EneptieDl ad Notes for
latrMlraetDrellepair
ClrdCQes
CODIOle 0aIy Iafnstnleture EDlbIt
Included
Central Electroaica Bank(s) (CEB)
IDcIudcs I..oggiDg R.ecorder Jaccrface and Netwodt Hub.
Includes Sue IDter&ce Module (BIM), CcmaoJe Operator
Interface Module (COoo, OIlerator Intcr&ee Module (OMI).
Computer(s) Inclwies computets (peotium I, n,llI. IV) directly intc:tface
with CEB. Includes lceyboards. mice ad tndcbaUs. Excludes
laptop c:omputmB and aJl286, 386,486 computers. Excludes
defective or pbosphor-bumed cathode ray tubes CRT(s) ad
burned-in flat 1lIlD01 display image RItenlion.
Console(s) Inchldes COIJIIOles (CenIracom n, Ccntrac:om Gold Classic,
Centrac:om Gold Elite, Commandstar' and Commandstar' Lite)
Includes headset jacks, dual fuotswitches, 80011tl11cck
microphones and Console Intrice Electronics (ClE).
Excludes Ceotracom I.
Dictaphones and Recording Equipment Exchldes all types and models.
Microwave Equipment.
Excluded from Ila'Vice agreement bot may be repaired on an
above contract, time and material basis. AD Equipment must be
shipped to mo. Excludes any on-site services.
Monitor(s) IDcludes all monitors connected to computers that directly
intrice with the CEB. Includes Oat panel displays and touch
screen monitors. Excludes defective or phoapbor-bumed
cathode ray tubes CRT(s) and bumed-in flat panel displays
image retention.
8iteF SIaJIOmUls) Jnchides Neeclocb IYItem8
UPS Systams. ExcJuded from Ila'Vice ap:emcDbl but may be repaired on an
above contract. time and material basis. All UPS Systoms must
be shipped to mo for Iepair. Excludes anyon-site services.
Excludes an baUaies.
Attachment E p6 of 6
"
j
I
1
• MOTOROLA
Exhibit C, Statement of Work
Network Preventative Maintenance
1.0 Desaiption ofSeMce
Network Preventative MaiDtewm.ce will provide an operational test and alisnment, on lbc Customer's
bdi'llltructure Equ.ipmeDt (infiutructure or fixed nctworlc equipment only) to eD8W'C the Infiutn&cture
mCCCl original marmf.acturcr's specifications. as set forth in the applicable aUllc:bed &hibi1(s). an ofwhich
are hcn:by iDcmporated by this reference. O!atomer's SyaIl:m type dccermines which Exhibit is applicable
(i.e. SmartZone sy1tem ahibit, SmattNet system exhibit). Nctwodc Pnm:D.tative Maintc:oance will be
pcdor:med durinl Standard Buainess Days. Ifthe System or Customer requirements dictate this service
must occur outside ofStandard Business Days. Motorola will provide an additional quotation. Customer is
responsible for any charges aa.soclatcd with helicopter or other UD1lS1lI.1 ac:cess n:qWrem.erua or expenses.
The terms and c:onditiODll of this SOW are an integral part ofMotorola's Serv:ic:e Terms and Conditions or
other applicable agreement to which it is attached and made a part the:n:ofby this reference.
2.0 Motorola has the following resporunbillties:
2.1 Notify the Customer ofany po8I1ble System downtime needed to perform this service.
2.2 Physically inspect the Infiastruc:1Ure Equipment in the S)'8tem (equipment cabinets, general circuitry.
fault indicators. cables. and c:oanectiODll).
2.3 Remove any dust. and/or foreign substances from the Infrastructure.
2.4 Clean fiJterB, ifapplicable.
2.S Measure. record, align, adjust the Infrastructure Equipment parameters in ac:conIanc:e with the
mannf'aaturer'slli!r\licc mannaIa and the Rules and Regulations ofthe federal Commtmic:ations
Commission (fCC), where applicable.
3.0 Customer has the following rapoasibillties:
3.1 Provide preferred achcdule for Network Preventative Mai:mJr:Dance to Motorola.
3.2 Autho.rize end acknowledge any scheduled System downtime.
3.3 Maintain periodic backup ofdatabases, Software applications and firmware.
3.4 Eslabliab and maintain a suitable environment (heat, liabt. and power) for the Equipment Iocatioll and
provide the Servicei' full,1iee, and safe access to the Equipment 80 that the Servicer may provide
services. All sites abalI be accessible by standard service vehicles.
3.5 Cooperate with Motorola and perfonn all acts that are reasonable or necessary to enable Motorola to
provide the Network Preventative Maintenance services to Customer.
Netwmt PnMotlltive Main1JlmJ!nCe Page 1 ofl
Approved by Motorolo. Contrtu:u &: CompIIImce: 04/30/04 Attachment F
I
• IIJfOTOROLA
ConsoJes P08itions/R.emotes
Controners. Digjtac, Comparators
Netwodc: PnM:otative Maintalanc:e
A.pprowIJ by MoIOrola Conlracts & Compliance: 04/JO,fH Attachment G
I
• 1If0000000LA
Exhibit D Statement of Work
OnSite Infrastructure Response and Dispatch Service
J.O Description of Services
The Motorola System Support Ceofa' (SSC) will receive Customer request for service and dispatch a Scrvi=-.
For Mesh system • Servic:er will be dispatched only to the centJal site where the Mobile Integrated System
ControlJc:r (MISC) is located. The Servic:cr will respond to the Customer loaWon based OIl pre-dcfined Severity
Levels set forth in the Severity DcfiDidoos Table and Respoaae times set forth in the Response Time Table in
mlcr to Restore the System.
Motorola will JI"Ovide Case management as set forth herein. The SSC wiU maintain contact with the on-site
Scrvicer until System RcatoraJ and Case Is closed. The SSC will Continuously track and manage Cases from
creatiOD to close through an automated Case tracking proc:c:ss. This Case management allows for Motorola to
provide Case activity reports.
The terms and c:ondltions of this Statement ofWork (SOW) are an integral part ofMotorola'. Service Terms
and Conditions or other applicable Agreement to which it is attached and made a part thereofby this reference.
2.0 Motorola has the following rapons.ibilities:
2. I. Continuously receive service requests.
2.2. Create a Case as DCCCSS8I)' when service requests are received. Gather information to perform the
following:
2.2.1. Characterize the issue.
2.2.2. Determine. plan ofaction.
2.2.3. AIIip ad track the Case to resolution.
2.3. Dispatch a Scrviccr as required by Motorola staIIdard proc:edurcs and provide necessary Case information
collcc:tod in 2.2.
2.4. F.nsun: the required personnel have access to Customer information as Deeded.
2.S. Servicer will perform the following on-site:
2.S.I. Run diagnostics OIl the Jnftastnlc:ture or FRU.
2.5.2. Replace defective Intrastructure or FRU, as applicable. Customer, Servicer or Motorola may
provide In1iutructure or FRU.
2.5.3. Provide materials, tools, documentation, physical planning manuals, diagnosticltest equipment and
my other requiremcnta nccessary to perform the Maintenance service.
2.5.4. Ifa third party VCI'1dor is needed to Restore the Systcm,the Servicer may accompany that YCI'1dor
onto the Customer's premises.
2.6. Verify with Customer that Restoration is complete or System is fUnctional, ifrequired by Customer's
repair Verification in the Customer Support Plan required by section 3.2. If Verification by Customer
cannot be completed within 20 minutes ofRcstoration, the Case will be closed and the Servicer will be
released.
2.7. Escalate the Case to the appropriate party upon expiration of. Response time.
2.1. Close the Case upon receiving notification &om Customer or Servicer, indicating the Case is resolved.
2.9. Notify Customer of Case Status II defined required by the Customer Support Plan:
2.9.1. Opco UId closed; or
2.9.2. Opco, usigncd to the Scrvicer, arrival ofthe Scrvic:er on..aite, deferred or delayed, closed.
2.10. Provide Cue activity reports to Customer.
3.0 Customer has the following responsibilities:
3.1. CODUICt Motorol-, .. nccessuy. to request service Continuously.
3.2. Pnrvide Motoroil with pre-dcfiDed Customer information ad preferences prior to Start Date necessary to
compJete CwItomer Support Plan.
3.2.1. Cue DOtifieatioo preferences and proecdure.
Ode bJfrrull'rll:tllre RuptNfle tWI DiIpoIcb SNviCf!
A.pprowd II}' A/tJk/nJIIa CoIrtrat:u rwI CompliDlt« 1/30108 ~lof3
Attaebment B
·1
• MOTOROLA
3.2.2. Repair Veri:fic:ation prcfcrence and procedure.
3.2.3. DIIBbac and escalation proc:cdurc forms.
3.2.4. Submit dllmps in 1lIIY iDfonnatiOl1 supplied in the Customer Support Plan to the Customer
Support MmagCl'.
3.3. Provide the foOowing information when initiating a service request:
3.3.1. Assigned System m number.
3.3.2. Problem description and site location.
3.3.3. Other pertinent information requested by Motorola to open a Cue.
3.4. Allow Servic:ers access to Equipment
3.5. Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in
paragraph 2.52.
3.6. Maintain and store in an easily accessible location any and all Software needed to Restore the System.
3.7. Maintain and store in an easily accessible location proper System baclcups.
3.S. For E911 systems, test the secondary""'clcup PSAP connection to be prepared in the event of a
catastrophic failure ofa system. Train appropriate personnel on the procedures to perform the function of
switching to the backup PSAP.
3.9. Verify with the sse that Restoration is complete or System is functional, ifrequired by Repair
Verification preference provided by Customer in accordance with section 3.2.
3.10. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to
provide these services.
OnSitelnfrtl8tnlchlre RUfJOfUe and Di3ptJ1clr St!l'Vice
AppraHd by lIotOf'fJlD COIrIrYIctI tmd COIIfPliluu:e 1I30I08 pGp20f3
Attachment H
I
J
I
J
I
f
_MOTOROLA
SeverIty DcftaftJou Table
..
Icverity
..evel
Icverity I
ieverity 2
leverity 3
Standard Response Time Premier Response Time Limited Response Time Restoral Ofl"Deferral
Within 4 hours from m:eipt Within 2 hours from receipt Within 4 hours from receipt 8 bO\U1 Tune provided by
ofNotification ofNotification ofNotification Servicer*
Continuously Continuously Standard Business Day
Within 4 hO\U1 from m:eipt Within 4 bours from receipt Within 4 hours from receipt Shours Time provided by
ofNotification ofNotification ofNotificatiou Servicer *
Standard Busineu Day Standard Businus Day Standard Business Day
Within 24 hours from Within 24 bours from Within 24 hours from 48 hours Time provided by
receipt ofNotificltion receipt ofNotification receipt ofNotification Servicer *
Standard Business Day Standard Business Day Standard Business Day
Severity Levd Preble. Types
Severity 1 • R.espcme is provided Coatinuously
• Major System fa.iJure
a
33% ofSystem down
• 33% orSile channels down
a Site Environment alarms (smoke, access, Imnp, AC power.
• This level is meant to repn:sent a major issue 'dult results in an lII1usable
system, sub-system, Product, or cridcal features fi'om the Customer's
perspective. No Work-around or immediate solution is available.
a Respoose duri.ng Standard Business Day
a
Severity 2
Significant System Impainnent not to exceed 33% ofsystem down
• System problems presCDtly being monitored
• This level is meant to represent a moderate issue 'dult limits a Customer's
normal use ofthe system, sub-system, product, or ouUor noo-critical
fcatores from a Customer's perspective
Severity 3 • R~dmm8StandardBusinusDay
• Inlerm.iUent system issues
• Information questious
• UpgradeslPreventative maintenance
• This level is meant to represent a minor issue that docs not pm:lude use of
the system. sub-systcm, prociw:t, or critical featurel fi'om I Customer's
perspecdve, It may also repment a cosmetic issue. including
documenfation errors, general usage questions. rec.onuncndations for
product enhancemeats or modific:atious, and scheduled C'VCIlts such as
've maintenance or ...L
TImes Table (Customer's fl""""""e Time Classification is designated in the Service Agreement)
a Please note these are Standard Commitment times. The commitment times should be based on the
Customers Support Plan,
a Provide update before the specific contractual commitments come due,
* Note: Provide update to System Support Center berore Deferral ame comes due.
OttSite lnj'rtlstnlCfrlt'e Ruponse Qlfd Di:JpaJch Service
4ppIyJNd by J/(JIIOrO/1l ~lind Ct.rplialrtz 1130108 pa,. 3 of3
Attachment H
I
I
I
I
f
I
I
1
EXHIBIT E
DESCHUTES COUNTY SHERIFF'S
OFFICE
SYSTEM OPTIMIZATION STATEMENT OF
WORK (SOW)
Attachment I pI of 5M
DESCHUTES COUNn ..JlIERIJ'J"S DEPARTMENT
OPnMIZATION SOW
1. INTRODUCTION
This document is intended to provide a definition ofresponsibility for technical
services proposed by Motorola This document separates tasks to be performed by
Motorola, or representatives ofMotorola, and others (which include the customer and
suppliers ofservices other than Motorola).
This Statement ofWorlc: (SOW) may reference other documents as part of a contract
between the Deschutes County Sheriff's Department and Motorola. In all cases, the
most recent document wiD be considered the "workingll document for the delivery of
these teclmica1 services.
This SOW contains the following topics:
(. Project Identification
(. System Description
.,. Description ofServices
.,. Excluded Services
.,. Customer Responsibilities
.,. SOW Modifications I Change Orders
.,. Repairs
.) Project TimelinelCompletion Date
(. Pricing
.,. Approval of SOW
.:-Change Order Request Form
M Deeember J1, 2007
Attachment I p2 of 5
1
800MHz TlwNXED SIMUJ.......AST SYSTEM 0nIMIZA110N STATEMEN'l vi WORK
I
2. PROJECT IDENllFICA1l0N
Identifying Name Deschutes County. OR Simulcast Optimization
Customer or Buyer Deschutes County Sherfft's Department
Customer End User Deschutes County Sheriff's Department
Customer Address
(for correspondence)
63333 W. Hwy 20
Bend Oregon 97701
Customer Contact Jon Sholes (541-385-1400)
Document Version 1.0 -December 12. 2004
Document Expiration
Date January 1,2010
3. SYSTEM DESCRIP1l0N
System Number 0572E
Identifying Name Deschutes County. OR Sheriffs Department
Motorola
Maintenance
Contract Number
SOO00100472O
System Description Motorola Smartnet 800 MHz Trunked Simulcast
NumberofRF
Channels
Ten
NumberofRF
Remote Sites
Seven
I
2 December 11, 2007 M
I
t Attachment I p3 of 5
4. DESCRIPTION OF SERVICES
Motorola will provide System Technologist(s) services to assist the Deschutes County
Sheriff's Deparbnent personnel in the optimization oftheir 800 MHz Motorola
Trunked Simulcast System. The following sections identify specific work and
services provided during the course ofthls proposal.
Below is a list ofservices included in the system optimization:
• Optimize Quant&r base stations
• Measure and optimize insertion loss oftransmitter combiners
• Perform receiver multi-coupler spectrum analysis
• Optimize tower-top amplifier systems to Motorola specifications for optimwn
performance
• Measure the effective sensitivity ofeach receiver (only if customer has test ports)
• Verify operation offrequency standards
• Verify operation ofMTC3600 controllers, including TO counters
• Optimize DigiTac audio levels
• Optimize Gold Elite Console audio levels (TBIMs only)
• Optimize USCIs (audio and data levels)
• Optimize simulcast audio amplitude
• Verify simulcast audio phasing
• Verify opcrationlprognunming of Premisys channel banks
• Check Tl links for errors and alanns (Premisys Tl links only)
• Document optimization results
5. exCLUDED SERVICES
Tasks not specifically included in section 4 of this SOW should not be considered part
ofthis SOW. Such tasks include, but are not limited to, engineering design,
engineering consulting, project management, coverage design, coverage testing.
microwave testing, subscriber template designlreview, installation of tower-top
amplifier test port coax lines, tower climbing for purposes other than antenna system
testing, and acceptance test plan.
M December 11, 2807
Attachment I p4 of 5
3
800MHz TRUNlCED SIMtI......A.ST SYs'mM OPT'IMIZA110N STATEMEru .." WORK
8. CUSTOMER RESPONSIBILmES
Deschutes County shall provide the following general items:
• Designate a single point ofeontact for all assignments
• Insure the system is in known wodcing order with no known needed repairs
• Provide site access and escort to all the associated sites
• Provide at least two portable radios for use on the 800MHz simuJcast system
• Provide transportation to any site not easily accessible with a four-wheel drive
vehicle, if necessary. The transportation shall allow for at least eight hours of
work onsite per day.
• Coordinating any scheduled downtimes with end-users on the system
7. SOW MODIFICATIONS I CHANGE ORDERS
Once this Statement of Work is approved and signed by authorized representatives of
Deschutes County and Motorola, a formal Change Order procedure will be in effect
8. REPAIRS
Motorola will notify Deschutes County ofany items found in need ofrepair. It is the
responsibility ofDeschutes County to acquire parts and effect repairs, as identified, to
the existing inftastructure equipment Motorola shall not provide labor, parts andlor
spare boards as part ofthis project to support these repairs. Motorola shall not be held
responsible for scheduJe ovemms, system malfim.ctions, or system down time related
to these items. Motorola will notify Deschutes County ofpredicted impact to the
system operation due to items in need ofrepair. Deschutes County assumes all
responsibility for system degradation andlor malfunction in this situation.
9. PROJECT TIMELINelCOMPLETION DATE
A mutually agreed upon project timeline will be developed upon receipt of executed
purchase order.
10. PRICING
The total price of Motorola services quoted is $30,000.00.
December II, 2007 M
Attachment I pS of 5
4
• MOTOROLA
Exhibit H Statement of Work
Technical Support Service
1.0 Desaiption ofServices
The Technical Support service provides centralized reDlOCe telephone support for teclmjca1 issues that
require a bJp 1m:1 ofcommunications systems expertise or lroUbIeshootiq em Equipment. The
Motorola System Support Center's (SSC) Tecbnical Support Operatioo is stam:d with technologists
who specialize in the diaplosis IIld resolution of system performance issues. Tcdmica1 Support
Service (i) does not include software upgrades that may be required for issue resolution; aDd (n) does
not include Customer training (iii) is only available for those system types supported IIld approved by
Technical Support Operations.
Tecbnica1 Support is applicable to the following system types: ASTRo®, ASTRootl 2S • ARC 4000,
smartZonc® '12.0.3 and higher, SmartZone®/OmniLink®, E911, Private Data '12.0.3 and higher,
SmartNet®, Conventional Two-Way. and WlCCless Broadband
The tenDs and conditions ofthis Statement of Work (SOW) an: III integral pan ofMotorola's Service
Terms IIld Conditions or other applicable Agreement to which it is attached IIld made a part thcn:ofby
this reference.
2.0 Motorola bas the followinS responsibilities:
2.1. Reapond to requests for Technical Support for the Restoration ofWled Systems and diagnosis
ofoperation problems in accordance with the response times act forth in the Remote
Technical Support Response Times Table and the Severity LeveJ defined in the Sew:rity
Dcfinjtjons Tablo.
2.2. Adviso caller ofproc:edun: for determining any additional requin:mcnts for issue
cbanlcterization, Restontion, including providing a bOWD ftx for issue resolution when
available.
2.3. Attempt remote access to System for remote diagnostics, when possible.
2.4. Maintain communication with the Scrviccr or Customer in the field until close ofthe Case, as
ncoded.
2.5. Coordinate technical resolutions with agreed upon third party vcndor(s), as needed.
2.6. Escalate and manase support issues, including Systemic issues, to Motorola engineering and
product groups, as applicable.
2.7. Escalate tho Case to the appropriate party upon expiration ofa Response time.
2.8. Provide Configuration Change Support and Work Flow cbange:s to Systems that have dial in
or remote access capability.
2.9. Determine. in its sole discretion, when a Case requires more than the Tcdmicat Snpport
services described in this SOW and notifY Customer of an alternative course ofaetion.
3.0 Customer bas the following respooa.ibllitie.s:
3.1. Provide Motorola with prcodcfined information prior to Start Date necessary to complete
Customer SUpport Plan.
3.1.1. Submit changes in any Information supplied in the Customer Support Plan to the
Customer Support Manqc:r.
3.2. Coatac:t the SSC in order to access the Tcdmic:aJ Support Operation, provide Dame ofc:alIer,
name ofCustomer, SystcID ID number, Service Ap:cment number. site(s) in questions, and brief
description oftho problem.
3.3. SUpply oa-sitc presence when requested by Syatcm Support Center.
304. Validate iuue resolution prior to close oftho Case.
3.S. AUow Motorola remote ICcess to the SystcID by equippins the S)'Item with the nec:eaary
Connectivity.
: Legal App,..oval
F'ehnlOry 18. 2008
fJtIP J of1
Attachment J
I
._OTOROLA
3.6. Acknowledae that Casa wDl be blDdled in accordaace with the tfmes and priorities as defined In
Rtmote Tedmic:a1 Support Response 'IJDICS Table and tho Sewrity Level defiacd in the Severity
Definitkm8 Table.
3.7. Cooperate widl Motorola ami paform a1l1CUl that are reasonable or necessary to eDIble Motorola
to provide the TedmicaJ Support service to Customer.
Severity DefiDltioas Tlble
Severity Level Problem Types
• Response is provided Continuously Severity I
• Major S,stcm failure
• 33% ofSystem down
• 33% of Site cbanrtels down
• Site Environment alll1l1! (smoke, access, temp, AC power.
• This level is meant to rqnsent a major issue that results in an unusable
system, sub-system. Product. or critical features from. the Customer's
perspective. No Work-around or immediate SOlutiOD is availabJe.
Severity 2 • R.espoose during Standard Business Day
• Significant System Impairment not to exceed 33% ofsystem down
• System problems presently being monitored.
• This level is meant to represent a moderate issue that limits a Customer's
DOl1IlI.I use oftbe system, sub-system, product, or major non-c:ritical
features from. a Customer's pmpective
Severity 3 • R.eaponse during Standard Business Day
• Intamittent system isaues
• Information qucstioos
• Upgradcslpreventtivc maintlmaDce
• This level is meant to repn:aeot a minor issue that docs not preclude use of
the system, sub-system, product, or critical features fi'Om a Customer's
perspective. It may also reptaenl a cosmetic issue, including
doeumentation errors, general usaae questions, recommendations for
product enhancements or modifu:ations. and scbeduled events such as
preventative maintenance or product/system upgrades.
Remote Teebntcal Support Response TImes Tlb••
: Legal Appruvol
Fe.iJntary 211. 2(}08
~2qf2
Attachment J
0
AC~ 10A~0MlTJ2013 ~ CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIfICATE IS ISSUED AS A MAlTER OF INFORMATION ONLY AND NO RIGHTS UPON THE ",,,,,,,,,r,,,,,,,o;; HOlDER. THIS
CERTIFICATE DOES NOT AfFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE OOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED
REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMI"'U"'I'VU; If ttHt holder Is an ............."'"'""'-ttHt must be If II..,... IS .............. ~ubjec:tto
of ttHt poI~. may requlnt an endors_nt. A statement on this cenificatlt doH not com.. rights to ttHt
! holder In Ow of ~
PROIlUCER
Aon Risk Services Central. Inc. ~(866) 28J-7U2 I ~.No.1: (800) 363-0105Chicago Il Office
200 East Randol~h ~s:Chi cago 1l 6060 USA
INSURER(S) AfFORDING COVERAGE NAIC.
liberty Mutual Fire Ins Co 23015INSURER'"INSUIlEl). l' ~~v.v a 50 utlonS, Inc. liberty ~..~w,~.~~ ~v......, a~ion 42404IN5URERI.\'Attn Karen ~;er
......-R ...1303 East Algon~in Road
schauaburg Il 196 USA INSURERD,
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\#1:" ,.iICATE t.lI,UAI:O· ~14122
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THIS IS TO CERTIFY THAT THE POlICIES OF INSURANCE USTED BElOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD
INDICATED. N01WITHSTANDING ANY REQUIREMENT. TERM OR CONDfTION OF ANY CONTRACT OR OTHER OOCUAENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POliCIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POlICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID Cl.AIMS. Umlts shoWn ~IS
1m TYPE ..... ~ar ...... UNITS
A GENBlALLWlIUTY 10f/IflII-UU IUI/O:l./ZU1.4 "M'. 4:.1 nnn 0I'Ii1 ex COMMERaAL GeNElW.lWllUTY '~~m:.NTW $250.000
:CVJMS,lWE0 OCCUR .IiIED ElCP (Any one....-l $10,000
, PERSONAL &~••~" $) I\lV\ ntV1 ~ ~
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A AUTOIIOBILE UAIIIUTY IAS;?-' 101101/20UI07/u.... ,u.' '~~ut.IT U.nntlnnt! on
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HIRED AUTOS r N<JH.OIIMIIEI) Jo! r-AUTOS ~
I UIIIBRELLA UAB HOCCUR ' fACl1""""""""""'" ~
',--i EXCESS UAB CI.MIS-MADE
10ED1 I"".en,,,,,",
B WORKERS COIIPEIC5ATlOfI ANO I Ii<IDJI' 107/ 01/:>1)1. 107/01/2014 'xl~.r~1 I~
EMPlOYERS' UAIIIUTY ~ All Other States B NN I'I<OPRIETORI PJ\I!'rnER I EXECUfIVE WC764100S169093 I 07101/201:-I 01101/,n1, E.L. ~ACCIDENT 4:.1 nnn 0I'Ii1
0Fl'lCEftII0IEM EXCLUDED? HI" i~:!.. ;_ OR,WI E.L 1""""'" "'. EMPLOYEE (1. 000. 000
El..1 LlCYut.IT U nnn nnt1 , l.I I IL
'L~ft,,,,,,,"J\/EIICl£S IABadIAC0RD1ot. ___,If__.~ :;I~~eral iHtypoHcy.
Deschutes County, its officers and employees are included as Additional Insured with respect to the
~n.I'r"I"'~WO~P l"4t.1l"J:1 'ATION ~
iIItIOULD J>Kf Of THE ABOVE DeSCRIBED POLICIElI !If CANCELLED IIEfORE THE ~EXPIAATlOfI DATE TI1DtEOF, NOTICE -.L !If DeUVERED IN ACCOAIlNfCE WITH THE
POlICY PROVISIOHlI.
Deschutes County AIITHORIZED REPRESENTATIVE IDeschutes County Sheriff's office
Attn: Pat Davis, legal Assistant ~~9'~~~63333 West Highway 2 Bend OR 97701 lISA
®1988-2010 ACORD CORPORATION. All rights reserved.
ACORD 25 (2010105) The ACORD name and logo are reglatered mar1<s of ACORD
Attachment K pg 1 of 2
POUCY NUMBER: Ta2-641"()05169~073 COMlttiRCw.. GENERAL LIABILITY
CG 20 10 0704
THIS ENOORSENENTCHANGES THEPOLlCV. PLEASE READ ITCAAEFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACTORS -SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insurance provided under the following:
COMMERCIAL GENERAL.llAaIUTY COVERAGE PART
A. Section 1\ -Who Is An Insured is amended to S. With respect to the insurance afforded to these
include as an additional insured the person(s) or additional insureds, the fo.Uowing additional exclu
organi%aUon(s) shown in the Schedule. but only sions apply:
wllh respect to Uabitlty for -bodily injury", ·property This insurance does not apply to "bodily injury. Or
damage-or ·personal and adYer1i$ing injury" "property damag$" occurring after:
caused, in whole or il part. by: 1. All work. including materials, parts or equip
1. Your acts or omissions: or ment furnished in c:onnedlon with such work.
2. The aQS or omissions of those acting on yGUf on the project (other than service. maintenaoce
behalf: or repairs} to be perfcmn.d by or on behalf of
in the performance of your ongoing operations for the additional inslJred(s) at the 'ocalJon of the
the additional insured($) at the location(s) desigcovered operations has been completed; Or
nated below, 2. That portion of ·your work· out of which the
InJury or damage arises has been put to it$ in
tended use by any pers.on or organintion other
than another contractor or subcontrador en
gaged in performing optrations fo.r a principal
as a part of the sam. project.
SCHEDULE
Name Of Additional 'nlured Person{s) Location(s) Of Covered Operations
Or OrganlzatJon(s):
All EnWes as required in writing prior to the date of loss
Information r~quired to complete this Schedule. it not shown above, will be shown in the Declarations.
CG 20 1007 1M C ISO Propertitts. Inc .. 2004 Page 1 of 1
Attachment K pg 2 of 2