HomeMy WebLinkAboutDoc 596 - SO Radio Maintenance - MotorolaI
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Deschutes County Board of Commissioners
1300 NW Wall Sf., Suite 200, Bend, OR 97701-1960
(541) 388-6570 -FU,,'i. (541) 385-3202 -\\ww.dcschutes.Q[g
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AGENDA REQUEST & STAFF REPORT
For Board Business Meeting of December 3,2014
BATE: November 20,2014
FROM: Darryl Nakahira Department: Sheriffs Oftice f'hone#: 541-617-3369
TITLE OF AGENDA ITEM:
Consideration of Board Signature of Document 2014-596, Deschutes County Services Contract This
contract is between Deschutes County, by and through its Sheriff's Office, and Motorola Solutions.
JllJBLIC 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 Sheriff's Office radio communications system. Motorola Solutions provides a
variety of services to assist the Sheriff's Office in maintaining its existing radio system, including
technical support, infrastructw'c repair, and preventative maintenance.
FISCAL lMI)LICATIONS: The total annual payment will he S 174.524.88, which is included in the
current budget. This is the same amount as the previous year's payment.
RECOMMENDATION & ACTION REQIJESTRD:
Approve and sign Document No. 20 14~596.
ATTENDANCE: Darryl Nakahira. Sheri Irs Ot1ice Legal Counsel;
Captain Erik Utter of the SherifFs Ollice
IllSTRIBUTION OF DOCUMENTS:
Call Julie Lovricn, Administrative Assistant, x4857. when a copy is ready l{)r pick up.
DESCHUTES COUNTY DOCUMENT SUMMARY
Date:November 10,2014 Department:Sheriffs Office
Contractor/SuppHer/Consultant Name: Motorola Solutions (a subsidiary of Motorola)
Contractor Contact:Jim Nicholl Contractor Phone #:253-377-9400
Type of Document:Document 2014-596 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 Sheriffs Office radio system.
Background &History:This is the annual service agreement renewal in which Motorola agrees to
provideservice 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, 2015 Ending Date:December 31,2015
Annual Value or Total Payment:$174,524.88
3 Insurance Certificate Received (check box)
Insurance Expiration Date:7/01 /2015
Check all that apply:
RFP,Solicitation or Bid Process
Informal quotes (<$150K)
3 Exempt from RFP,Solicitation or Bid Process (specify - seeDCC §2.37)
DCC 2.37.080(B)(4)
Funding Source:Included in current budget?^Yes Q No
If has budget amendment been submitted?||Yes || No
Is thisa Grant Agreement providing revenuetothe County? Yes Kl No
Departmental Contact and Title:Darryl Nakahira,Sheriffs Office Legal Counsel
PhoiM#:541-617-3369
Sheriffs Approval:
-7^
ii/s)n/?mA
ture Date
Distribution of Document:Call Julie Lovrien, Administrative Assistant, x 4857, when a copy
is ready for pick up.
Official Review:
County Signature Required (check one);^BOCC Q Department Director (if <$25K)
Administrator (!f>$25K but <$150K;if>$150K,BOCC Order No.)
Legal Review Date
Document Number 2014-596
REVIEWED 11 I ).[It
~L?Ww'SHERI F'S OFFICE
LEGAL COUNSEL
DESCHUTES COUNTY SERVICES CONTRACT
CONTRACT NO. 2014-596
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 Termination Date. The effective date of this Contract shall be January 1, 2015. Unless extended or
terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed
performance or on December 31, 2015, 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 1 and 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: 101 04 177 lh Ave E, Bonney Lake, WA 98391
Federal Tax 10# or Social Security #: FEIN -36-1115800
Is Contractor a nonresident alien? DYes [g] No
Business Designation (check one): D Sole Proprietorship D Partnership
(;gJCorporation-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 Internal Revenue Service
under the name and Federal tax ID 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
terms. N TE: Contractor shall also sign Exhibits 3 and 4.
CSM
Title
11/19/2014
Name (please print) Date
1
DESCHUTES COUNTY SIGNATURE
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
Administrator or the Board of County Commissioners.
I Dated this ___ of ________, 2014 , 2014
TAMMY BANEY, Chair
ANTHONY DEBONE, County Commissioner
ALAN UNGER, County Commissioner Attest: -:=---::---:::---c,....------
Recording Secretary
i
l Page 1 of 13 -Personal Services Conlract No. 2014-596
1111012014
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_~;":,,,;::,,=:::,,=-=-__
STANDARD TERMS AND CONDITIONS
1. Time is of the Essence. 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 sale, establishment of a
jOint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written
consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will
continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent
applicable) following the Separation Event.
4. No Third Party Beneficiaries.
a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce 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.
5. Successors 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 Termination. This Contract may be terminated as follows:
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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 Cause. 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 Default 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 fails 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 Default or Breach.
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.
I 7. Payment on Early Termination. 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
I
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
i 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,I claim(s) that County has against Contractor.
3) Subject to the limitations under paragraph 8 of this Contract. ]
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8. Remedies. In the event of breach of this Contract the parties shall have the following remedies:
a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any
I obligations or liabilities of either party already reasonably incurred prior to such termination.
Page 3 of 13 -Personal Services Contract No. 2014-596
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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, return 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, collectively, successively or in any order whatsoever.
9. Contractor's Tender upon Termination. 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 royalty-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 contractors 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 alcohol
and the unlawful selling, possession or use of controlled substances while performing work under this
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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
follows:
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 attorney. 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 reflect 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. Ownership of 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 royalty-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.
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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.org/county
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 Harmless.
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. Governing Law. This Contract shall be governed 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 Attorneys' Fees. 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, shall 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 attorney's fees in connection therewith. The determination of who is the prevailing
party and the amount of the reasonable attorney's fees to be paid to the prevailing party shall be decided by
the arbitrator(s), with respect to attorney'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. Severability. 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
10705174"' Ave E 63333 W Hwy 20
Bonney Lake, WA 98391 Bend, OR 97701
Fax No. 253-826-0477 Fax No. 541-389-4454
To County -Accounts Payable To County -Legal: To County -Technical:
Rosemary Gaines Darryl Nakahira Jeff McAllister
Deschutes County Sheriffs Office Deschutes County Sheriff's Office Deschutes County Sheriff's Office
63333 W Hwy 20 63333 W Hwy 20 63333 W Hwy 20
Bend, OR 97701 Bend, OR 97701 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 concerning
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. Representations and Warranties.
a. Contractor's 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 perform the
Work in a professional manner and in accordance with standards prevalent in Contractor's 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 all 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. 2014-596
STATEMENT OF WORK, COMPENSATION
PAYMENT TERMS and SCHEDULE
1. Contractor shall perform the following work:
as set out in Exhibit 5 and the attachments A-J.
2. County Services. 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.
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EXHIBIT 2
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2014-596
INSURANCE REQUIREMENTS
Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below.
Insurance coverage must apply on a primary or non-contributory basis. All insurance policies, except
Professional Liability, shall be written on an occurrence basis and be in effect for the term of this contract.
Policies written on a "claims made" basis must be approved and authorized by Deschutes County.
Contractor Name Motorola Solutions Inc
Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors
to provide workers' compensation coverage for all subject workers, or provide certification of exempt status.
Worker's Compensation Insurance to cover claims made under Worker's Compensation, disability benefit or any
other employee benefit laws, including statutory limits in any state of operation with Coverage B Employer's
Liability coverage all at the statutory limits. In the absence of statutory limits the limits of said Employers liability
coverage shall be not less than $1,000,000 each accident, disease and each employee. This insurance must be
endorsed with a waiver of subrogation endorsement, waiving the insured's right of subrogation against County.
Professional Liability insurance with an occurrence combined single limit of not less than:
Per Occurrence limit Annual Aggregate limit
o $1,000,000 0 $2,000,000
o $2,000,000 0 $3,000,000
o $3,000,000 0 $5,000,000
Professional Liability insurance covers damages caused by error, omiSSion, or negligent acts related to
professional services provided under this Contract. The policy must provide extended reporting period coverage,
sometimes referred to as "tail coverage" for claims made within two years after the contract work is completed.
o Required by County 0 Not required by County (one box must be checked)
Commercial General Liability insurance with a combined single limit of not less than:
Per Single Claimant and Incident All Claimants Arising from Single Incident
o $1,000,000 0 $2,000,000
o $2,000,000 0 $3,000,000
o $3,000,000 0 $5,000,000
Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising InJury,
property damage, premises, operations, products, completed operations and contractual liability. The insurance
coverages provided for herein must be endorsed as primary and non-contributory to any insurance of County, its
officers, employees or agents. Each such policy obtained by Contractor shall provide that the insurer shall defend
any suit against the named insured and the additional insureds, their officers, agents, or employees, even if such
suit is frivolous or fraudulent. Such insurance shall provide County with the right, but not the obligation, to engage
its own attorney for the purpose of defending any legal action against County, its officers, agents, or employees,
and that Contractor shall indemnify County for costs and expenses, including reasonable attorneys' fees, incurred
or arising out of the defense of such action.
The policy shall be endorsed to name Deschutes County, its officers, agents, employees and volunteers as
an additional insured. The additional insured endorsement shall not include declarations that reduce any per
occurrence or aggregate insurance limit. The contractor shall provide additional coverage based on any
outstanding claim(s) made against policy limits to ensure that minimum insurance limits required by the County
are maintained. Construction contracts may include aggregate limits that apply on a "per location" or "per project"
basis. The additional insurance protection shall extend equal protection to County as to Contractor or
subcontractors and shall not be limited to vicarious liability only or any similar limitation. To the extent any aspect
of this Paragraph shall be deemed unenforceable, then the additional insurance protection to County shall be
narrowed to the maximum amount of protection allowed by law.
It:] Required by County o Not required by County (One box must be checked)
Automobile Liabilit insurance with a combined sin Ie limit of not less than:
Page 9 of 13 -Personal Services Contract No. 2014-596
11/10/2014
Per Occurrence
D $500,000
D $1,000,000
D $2,000,000
Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a
I motor vehicle. Commercial Automobile Liability Insurance shall provide coverage for any motor vehicle (symbol 1 .
: on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under i
this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to !
the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable i
personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the:
business .
. ~B.~g~ired bY~9un!y __-=0,,---,-N-,,0:..:tc.:.r~e_q'1.=.ui;.:,.re,,-d=--=.b~y_....::C:...:o:...:uc:..nc:..tYL---..(o.::..,n""e=-=.b-=.o""x.:.cm..:,;u:..:s:,ot..=b..=e"",c:.;,h.;,,;e:...:c..:.:k.:::...:;eq.Ll_______
Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross-liability clause
or separation of insured's condition must be included in all commercial general liability policies required by this
Contract. Contractor's coverage will be primary in the event of loss.
Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with
the signed Contract. Contractor shall notify the County in writing at least 30 days in advance of any cancellation,
termination, material change, or reduction of limits of the insurance coverage. Contractor shall be responsible for
any deductible or self-insured retention.
// . / ~~'~~~:~~nH~r:.~~;e:~~~tes
Risk Management review ~!~\~t,. H.:u: '---_--'--(ounty, ou=Risk Management,
I) ........ i . , <--" emall=kenh@deschutes.org, c=US
Oate:2014.11.121S:43:00-08'OO'
P8ge 1 () of 13 -Personal Services Contract No. 2014-596
11!~O/2014
EXHIBIT 3
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2014-596
CERTIFICATION STATEMENT FOR CORPORATION
OR INDEPENDENT CONTRACTOR
NOTE: Contractor Shall Complete A or B In addition to C below:
A. CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP.
I certiry under penalty of perjury that Contractor is a [check one]:
[2J orpo tio Limited Liability Company 0 Partnership authorized to do business in the State of Oregon.
CSM 11/19/2014
Title Date
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 fast year, Contractor filed federal and
state income tax returns 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 return), and
2. Contractor represents to the public that the labor or services Contractor 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 J 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.
B. 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 contracts to provide similar services.
. Contractor Signature Date
Page II of J3 • Personal Services Contract No. 2014·596
11110/2014
C. Representation and Warranties.
Contractor certifies under penalty of perjury that the following statements are true to-ihe-~tiest-oTI
Contractor'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 during 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 described 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 discriminated against minority, women or small business enterprises in obtaining any
required subcontracts.
c2~ 11/19/2014
~Signature Date
Page 12 of 13 -Personal Services Contract No. 2014-596
1111012014
Exhibit 4
DESCHUTES COUNTY SERVICES CONTRACT
Contract No. 2014·596
Compliance with provisions, requirements of funding source and
Federal and State laws, statutes, rules, regulations, executive orders and policies.
Conflicts of Interest
Contractor certifies under penalty of perjury that the following statements are true to the best of
Contractor's knowledge:
1, If Contractor is currently performing work for the County, State of Oregon or federal government, 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
ORS 30.265.
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 Form to Report Lobbying," 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 Form-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, sub-grants, 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 flle 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.
C2~ 11/19/2014
,A5ontractor Signature Date
I
t
I
Page IJ of 13 • Personal Services Contract No. 2014·596
11/10/2014
" MOTOROLA SOLUTIONS
Attn: National Service Support/4th fI
1301 East Algonquin Road
(800) 247-2346
Date: 11/07/2014
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: RN22-JUL-14 21 :26:37
Required P.O.: No
Customer #: 1000708307
Bill to Tag #: 0001
Contract Start Date: 01/01/2015
Contract End Date: 12/3112015
Anniversary Day: Dec 31st
Payment Cycle: MONTHLY
PO#:
QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY
EXT
EXTENDED
AMT
***** Recurring Services *****
SVC01 SVC11 02C DISPATCH SERVICE $733.18 $8,798.16
8 SVC240AA ENH: SMARTNET SITE
70 SVC241AA ENH: SMARTNET STATION
SVC01 SVC11 04C TECHNICAL SUPPORT $814.17 $9,770.04
8 SVC135AA ENH: SMARTNET SITE
70 SVC136AA ENH: SMART NET STATION
1 SVC147AA ENH:SMARTNETSYSTEM
SVC01SVC1108C 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
RES PONSE·ST ANDARD
$1,300.00 $15,600.00
2 SVC218AA ENH: ONSITE INFRASTRUCTURE RESPONSE-SITE
10 SVC219AA STATION(S)
SVC01 SVC1411 C ONSITE INFRASTRUCTURE RESPONSE-LIMITED $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 I
7 SITE(S)
SPECIAL INSTRUCTIONS -ATIACH
STA TEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Subtotal -Recurring Services $14,543.74 $174,524.88
Subtotal-One-Time Event
Services $.00 $ .00
i
Total $14,543.74 $174,524.88
Due to the age of the system certain repairs can
only be repaired to best effort.
Taxes --
$174,524.88Grand Total $14,543.74
Exhibit 5, Pg 1 of 2
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA.
Subcontractor(s) 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 00068
SCHAUMBU
RG
IL
DAY WIRELESS SYSTEMS (03) BEND OR
I received Statements of Work that descnbe the services provided on this Agreement. Motorola's Service Terms
and Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference.
AUTHORIZED CUSTOMER SIGNATURE TITLE
--~.-~ -------------------------------------
CUSTOMER (PRINT NAME)
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Jim Nicholl
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name: Deschutes County Sheriffs Office
Contract Number: S00001004720
Contract Modifier: RN22-JUL-14 21 :26:37
Contract Start Date: 01/01/2015
Contract End Date: 12/31/2015
Exhibit 5, pg 2 of 2
Motorola Solutions Service Agreement
Attachment A to Db_.....Ites County Sheriffs Office Service Agret:h._1'lt # 500001004720
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 Service Department
Attachment B to Deschutes CoWlty Sheriffs Office Service Agreement #SOOOOlOO4720
Attachment 8
Description of Services for Deschutes County Sheriffs Office
Service Agreement #S00001004720
Infrastructure Repair with Advanced Replacement
Infrastructure RepairwHh Advanced Replacement can provide a field
replacement unit (FRU) In advance and in exchange for the customer's
malfunctioning component from Infrastructure Depot Operation's (IDO's)
inventory, (FRUs are subject to availability). Advanced Replacement FRUs are
shipped overnight with high priority.
In the event the Motorola Local Service Provider must remove a malfunctioning
board/unit at the site location, the Motorola Local Service Provider will contact
the System Support Center's Call Center to 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 customer's equipment (infrastructure or fixed
network equipment only) to ensure the eqUipment meets Original manufacturers
specffications.
OnSlte Infrastructure Response with Customer Initiated Dispatch
OnSite Infrastructure Response provides for on-site technician response as
determined by pre-defined 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. OnSite Infrastructure Response
requires the purchase of Dispatch Service.
The Call Center Operation (CeO) at Motorola's System Support Center (SSC) is
your single point of contact for service issues. A phone call to this operation's tolr
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 eco 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 specialist is required, the CCO
escalates the case to the appropriate level and assigns the required personnel.
Once the case has been resolved the CCO will contact the Customer to advise
that the issue has been resolved and that the case is ready to be closed with the
Customer's concurrence.
Attachment B
to Exhibit 5 pi of 2
Motorola Service Department
Attachment B to Deschutes County Sheriff's Office Service Agreement #SoooO 1004720
Network Optimization -applicable for the trunked simulcast voice system
and also 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 individual
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 performance 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.
Attadunent B
to Exhibit 5 p2 of 2
Service Terms and Conditions
Motorola Solutions Inc.{"Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1. APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1)
maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola
Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the
Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In
interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any
cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states
otherwise.
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3. "Services" means those installation, maintenance, support. training, and other services described in this Agreement.
Section 3. ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This
Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start
Date" indicated in this Agreement.
Section 4. SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other
document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's
then-applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment
will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are
prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the
warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out
of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which
Motorola receives the written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments.
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola
may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the
price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in
a manner consistent with the level of Service purchased as indicated in this Agreement.
Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories. belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
Attachment C, pg 1 of 4
I
I
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web,
or for Equipment malfunction caused by the transmission medium.
I Section 6. TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's
location, Customer will provide Motorola, at no charge,a non-hazardous work environment with adequate shelter, heat, J light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will
not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and
software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. I Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding
weekends and holidays. Unless otherwise stated in this Agreement.the price for the Services exclude any charges or
1
expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably
1
incurred by Motorola in rendering the Services,Customer agrees to reimburse Motorola for those charges and expenses.
I Section 7. CUSTOMER CONTACT
I
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available
twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.
Section 8. PAYMENTj Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
i payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty
I (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes,
and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income,
profit, and franchise taxes of Motorola) by any governmental entity.
Section 9. WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period
of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a
written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written
plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of
twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE
POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY
COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR
SAVINGS; OR OTHER SPECIAL,INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED
TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this
Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account.This limitation of liability will survive the expiration or termination of this Agreement and applies
notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
Attachment C, pg 2 of 4
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether
written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of
this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be
bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase
order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties
to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential,
and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or
as required by law, any confidential information or data to any person, or use confidential information or data for any
purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the
expiration or termination of this Agreement.
13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time
by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidential and proprietary information, including cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license
under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created
as a result of or related to the Equipment sold or Services performed under this Agreement.
Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local government agency and for complying with all rules and regulations
required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer
in any governmental matters
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage
on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its
subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of
Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found
to be overly broad under applicable law, it will be modified as necessary to conform to applicable law
Section 16. MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose
of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request.
This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises
by Motorola at any time without restriction.
Section 17. GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.
17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in
which the Services are performed
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this
Agreement.
Attachment C, pg 3 of 4
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder
without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In
addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"),whether by way of
a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior
written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the
Separation Event
17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM. ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the
Services to reflect its current rates.
17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect
at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on
a time and materials basis at Motorola's then effective hourly rates.
Revised Jan 1, 2010
Attachment C, pg 4 of 4
j • MOTOROLA
Exhibit B Statement of Work
Infrastructure Repair with Advanced Replacement
1.0 Description of SeMees
Infrastructure Repair is a repair service for Motorola and .select third party Infrastructure as set forth in the
applicable attached Exlubit(s), all of which are hCTeby incorporaled into this Statement ofWork (SOW) by this
reference. Customer's System type detcnnines which exhibit is applicable (i.e. SmartZone system cxJnbit,
SmartNet system exhibit). Infrastructure may be repaired down to the Component level, as applicable, at the
Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may
be sent to the original equipment manufacturer or third party vendor for repair. Iflnfrastructure is no longer
supported by the original equipment manufacturer or third party vendor, Motorola may replace Infrastructure
with similar Infrastructure, when possible.
When available, Motorola will provide Customer with an Advanced Replacement unites) or FRU(s) in exchange
for Customer's malfunctioning FRU(s). Non-standard configurations. Customer-modified Infrastructure and
certain third party Infrastructure are excluded from Advanced Replacement service. Malfunctioning FRU (s)
will be evaluated and repaired by IDO and returned to IDO FRU inventory upon completion of repair. In cases
where Advanced Replacement is not available or when a Customer requires the exact serial number to be
returned, a FRU may be available on a Loaner basis.
The terms and conditions of this SOW are an integral part ofMotorola's Service Terms and Conditions or other
applicable agreement to which it is attached and made a part thereof by this reference.
2.0 Motorola h.as the following responsibilities:
2.1. Use commercially reasonable efforts to maintain an inventory ofFRU.
2.2. Provide, new or reconditioned units as FRU to Customer or Servicer, upon request and subject to
availability. The FRU will be ofsimilar kit and version. and will contain like boards and chips, as the
Customer's malfunctioning Infrastructure.
2.3. Program FRU to original operating parameters based on templates provided by Customer as required in
Section 3.5. H Customer template is not provided or is not reasonably usable, a standard 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 normal operating hours ofMOTIday 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
otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments
outside of the above mentioned standard business hours and/or carrier programs, such as NFO
(next flight out). In such cases, Customer will be subject to shipping and handling charges.
2.4.2. When sending the Advanced Replacement FRU to Customer, provide a return air bill in order for
Customer to return the Customer's malfunctioning FRU. The Customer's malfunctioning FRU
will become property ofIDO and the Customer will own the Advanced Replacement FRU.
2.4.3. When sending a Loaner FRU to Customer, IDO will not provide a return air bill for the
malfunctioning Infrastructure. The Customer is responsible to arrange and pay for shipping the
malfimctioning InfrastIUct!.l.re to IDO. IDO will repair and return the Customer's Infrastructure
and will provide a return air bill for the customer to return IDO's Loaner FRU.
2.5. Provide repair return authorization number upon Customer l'C<Iuest for Infrastructure that is not classified
as an Advanced Replacement or Loaner FRU.
2.6. Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return.
2.7. Perform the following service on Motorola Infrastructure:
2.7.1. Perform an operational check on the Infrastruct!.l.re to determine the nature of the problem.
2.7.2. Replace malfunctioning FRU or Components.
2.7.3. Veri.tY that Motorola Infrastructure is returned to Motorola manufactured specifications, as applicable
2.7.4. Perfonn a Box Unit Test on alI serviced Infrastructure.
Infrasl11l.Clure Repair wilh Advanced RepktcemenJ
Approved by Motcro/a COlltract and Compliance 1·15-04 page I of3
Attachment D
" MOTOROLA
2.7.5. Perform a System Test on select Infrastructure.
2.8. Provide the following service on select third party Inftastractu:re:
2.8.1. Perform pre-diagnostic and repair ICIVices to confirm Infraslructure malfunction and eliminate
sending Infrastructure with no trouble found (NTF) to third party vendor for repair, when
appJicable.
2.8.2. Ship malfunctioning lnfrastructnre to the original equipment manufacturer or third party vendor
for repair service, when applicable.
2.83. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service.
2.8.4. Perform a post-test after repair by Motorola, original equjpment manufacturer, or third party
vendor to confinn malfimctioning Infrastructun: has been repaired and functions properly in a
Motorola System configuration, when applicable.
2.9. Re-program repaired Infrastructure to original operating parameters based on templates provided by
Customer as required by Section 3.5. If Customer template is not provided or is not reasonably usable, a
standard default template will be used. IfIDO determines that the malfunctioning Infiastructure is due to a
Software defect, IDO reserves the right to reload Infrastructure with a similar Software version.
Enhancement Release(s), if needed, are subject to additional charges to be paid by Customer unless the
Customer has a Motorola Software SUbscription agreement
2.10. Properly package repaired In1i:astructure unless Customer's malfunctioning FRU was exchanged with an
IDO FRU. Motorola will return Customer's FRU(s) to IDO's FRU inventory. upon completion of repair.
2.11. Ship repaired Infrastructure to the Customer specified address during normal operating hours 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 of the above mentioned standard business hours andlor carrier
programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling
charges.
3.0 Customer has the following TeSpOllSlbilities:
3.1. Contact or mlmct Servicer to contact the Motorola System Support Center (SSC) and request an
Advanced Replacement, or Loaner FRU and a return authorization number (necessary for all non
Advanced Replacement repairs) prior to shipping malfunctioning Infrastructure or third party
Infrastructure named in the applicable attached Exhibit.
3.1.1. Provide model description, model number, serial number, type ofSystem and Firmware version,
symptom ofproblem and address ofsite location for FRU or Infrastructure.
3.1.2. Indicate ifInfiutructure or third party Infrastructure being sent in for service was subjected to
physical damage or lightning damage.
3.1.3. Follow Motorola instructions regarding inclusion or removal of Firmware and Software
applications from In1i:astructure being sent in for service.
3.1.4. Provide Customer purchase order number to secure payment for any costs descnbed herein.
3.2 Pay for shipping ofAdvanced Replacement or Loaner FRU from IDO if Customer requested shipping
outside ofstandard business hours or carrier programs set forth in section 2.4 .1.
3.3 Within five (5) days of receipt of the Advanced Replacement FRU from IDO's FRU inventory. properly
package Customer's malfunctioning Infrastructure and ship the malfunctioning Infrastructure to IDO for
evaluation and repair as set forth in 2.7. Customer must send the return air bill, referenced in 2.4.2 above
back to IDO in order to ensure proper tracking of the returned Infrastructure. Customer will be subject to a
replacement fee for malfunctioning Infrastructure not properly returned. For Infrastructure andlor third
party Infrastructure repairs that are not exchanged in advance, properly package Infrastructure and ship the
malfunctioning FRU, at Customer's expense and risk ofloss to Motorola. Customer is responsible for
properly packaging the Customer malfunctioning Infrastructure FRU to ensure that the shipped
Infrastructure arrives un.damaged and in repairable condition. Clearly print the return authoriution
number on the outside of the packaging.
3.4 Ifreceived, Customer must properly package and ship Loaner FRU back to IDO within five (5) days of
receipt of Customer's repaired FRU.
3.5 Maintain templates of Software/applications and Firmware for reloading of Infrastructure as set forth in
paragraph 2.3 and 2.9.
3.6 Cooperate with Motorola and perform III acts that are reasonable or necessary to enable Motorola to
provide the Infrastructure Repair with Advanced Replacement services to Customer.
Infrastructure Repair willi Advanced Replai:ement
Approved by MOlOro/t:J ConJract tmd Compliance 1-15·04 page 2 0/3
Attachment D
I
I CD MOTOROLA
4.0 In addition to any exclusions named in Section S ofthe Service Terms and Conditions or in any other
underlying Agrec:mcnt to which this SOW is attached, the following items are excluded from Infrastructure
Repair with Advanced Replacement:
1. All InfrIstructun: over Beven (7) years from product cancellation date.
2. Physically damaged Infi:asttucture.
3. Third party Equipment not shipped by Motorola.
4. Consamable items including, but not limited to, batteries, connectors, cables, tonelink cartridges.
5. Test equipment
6. Racks, fumiture and cabinets.
7. Firmware and/or Software upgrades.
Infrastructure Repair willI Advanced RJ!plocemelll
Approved by MOloro/Q COllvact atUi Compli4nce 1·1 !.(J4 page 3 o/J
Attachment D
I
SmartZone System
.Infrastructure Exhibit
Ant.c:nna Systems
Base Station(s) and Repeata(s}
Central Electronics Bank(s)
Channel Bank(s)
Comparator(s)
Computer(s)
Console(s)
Controlleqs)-TnuUdng
Dictaphones and Recording
Equipment
Digital Interface Unites)
Digital Signaling Modem(s)
Digital Voice Modem(s)
Embassv Switch
Management Terminals
I MBEX(s) or NOVA Interconnect
Microwave Equipment
Mooitoqs)
Moscad
Network Fault Management
Printer(s)
RAS(s)
Receiver(s)
Simulcast Distribution
Amlllifier(s)
Site Frequency Standard(s)
Universal Simulcast Controller
Interface(s)
UPS Systems.
Zone Manager
CD MOTOROLA
Inclusions., Exclusions, Exception. and NOles for lnfrutrucrure Repair
Excludes all Equipmenl such as bi-directioaal amplifiers, multicouplcrs. combiners,
tower tap pre-amplifiers antc.rmas. cables, towers tower lighting, and tmJsmission Jines.
Includes: Quanta[ Quantro Digital MSFSOOO and MTR2000 ONLY.
Includes Logging Recorder Interface and Networlc Hub
Includes Premisvs and Telco. Excludes Siemens
Includes Spectratac Diltitac and Astrotac Comparators.
Includes computers (pentimn I, II. ill, IV) directly interface with or control the
communications System, including SiteLens and Systcmwatch II. Includes keyboards,
mice and trackballs. Excludes laptop computers and all 286. 386, 486 computers.
Excludes defective or phosphor-burned cathode ray tubes CRT(s) IIlld burned-in flat
panel display image retention.
Includes consoles (Centracom II, Centracom Gold Classic, Centracom Gold Elite) as part
of complete communication System -ONLY. Includes headset jacks, dual footswitches,
and gooseneck microphones. Excludes Centracom 1.
Includes SmartNet II prime and remote controllers. Excludes SSMT IIlld SCMS
controllers.
Excludes all types and models.
Included I
Included upon modem model availability
Included upon modem model availability
Includes AEB AlMI ZAMBI AMB
Includes computers (pentium I, II, IIJ, IV) directly interface with or control the
communications System, including SiteLens and Systemwatch II. Excludes laptop
computers and al1286 386 486 computers.
Included
Excluded from service agreement but may be repaired on an above contract, time IIlld i
material basis. All Equipment must be shipped to 100. Excludes anyon-site services.
Includes all monitors connected to computers that directly interface with or control the
communications System. Includes flat panel displays and touch screen monitors.
Excludes defective or phosphor-burned cathode ray tubes CRT(s) and burned-in flat
panel display ima~e retention.
Only NFM (Network Fault Management), as part of communication System oaly.
Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be
quoted separately. Excludes Fire alarming systems.
Includes Full Vision. &c1udes NMC
Includes printers that directly interface with the communications System.
Excludes RAS II 00 11 Oland 1102
Includes Quantar and MTR2000, ASTRO-T AC Receivers.
Included
!
Includes Rubidium, OPS and Netclocks systems sold with the Motorola System.
Included
Excluded from service agreements but may be repaired on an above contract, time and
material basis. All UPS Systems must be shipped to IDO for repair. Excludes anyon-site
services. Excludes all batteries.
Excludes HP715133, HP 715150 servers. Excludes x-termi.na.ls NDS14C and NDSI7C
Zone Controller(s) Includes con.sole tenninals. Excludes ALL SunIIMP hard drives ~1LN349SA 0820
1 OB drive. Excludes the following SUNIIMP CPUSErs: TI.N3278B 04()6, TLN3343A
0424 and 1LN3278A 0181/0389.
Attachment E pl of 6
CD MOTOROLA
SmartNet System Infrastructure Inclusions, Exclnsions, Exceptions and Notes for Infrastructure Repair
Exhibit
Antenna SystcJ:ns Excludes all Equipment 8Uch as bi-din:ctional amplifiers, multicouplc:rs,
combiners, tower top pre-amplifiers. antennas, cables, toWCI'S, tower lighting,
and transmission lines
Base Station(s) and Repeater(s) Includes Quantar, Quantro, Digital MSFSOOO. MTRlOOO. and Desktrac
L3SSUM7()oo"T Repeaters ONLY. Network Management (please refer to
the SOW for details) is not aVllilable on all stations.
I Cen1:nI.1 Electronics Bank(s) Includes Lon:in~Recorder Interface and Network Hub. .Channel Bank(s) Includes n. and Telco. Excludes Siemens
Companltor(s)
Includes Spectratac, Digitac, and Astrotac Comparators.
Computer(s)
Includes computers (pentium I, TI, ru, IV) directly interface with or control
the communications System. including SiteLens and Systemwatch n.
Includes keyboards, mice and trackballs. Excludes laptop computers and all
286, 386,486 computers. Excludes defective or phosphor-burned cathode ray
i tubes CRT(s) and burned-in flat panel display image retention. I
Console(s) Includes consoles (Centracom n, Centracom Gold Classic, Centracom Gold
Elite) as part of complete communication System· ONLY. Includes headset
jacks dual footswitcbes, and gooseneck microQhones. Excludes Centracom I.
Controller -trunking Includes SmartNet n prime and remote controllers. Excludes SSMT and
SCMS controllers.
Dictaphones and Recording Equipment
Excludes all types and models.
Digital Interface Unites)
Included
Digital Signaling Modem(s)
Included u~n modem model availability
Digital Voice Modem(s) ~upon modem model availability
Embassy Switch
des AEB A1MI ZAMBI, AMB
Management Terminals
Includes computers (pentium I. n, m, IV) directly interface with or control
the communications System, including SiteLens and Systemv.-atch n.
Excludes laptop computers and all 286 386 486 computers.
MBEX(s) or NOVA Interconnect Included
Microwave Equipment
Excluded from service agreement but may be repaired on an above contract,
time and material basis. All Equipment must be shipped to mo. Excludes
anyon-site services.
Monitor(s) Includes all monitors connected to computers that directly interface with or
control the communications System. Includes flat panel displays and touch
I screen monitors. Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flatpanel dis]'lays image retention.
I Moscad
I
OnJy NFM (Network Fault Management), as part of communication System
only. Standalone MOSCAD and System Control and Data Acquisition
i (SCADA) must be QUoted separately. Excludes Fire alarming systems.
Network Fault Management
Includes Full Vision. Excludes NMC
Printer(s)
Includes printers that directly interface with the communications System.
RAS(s)
Excludes RAS II 00 1l 0 I and 11 02
Receiver(s)
Includes Q\!antar, MTR2000 and ASTRO-TAC Receivers.
Simulcast Distribution Amplifier(s)
Included
Site Frequency Standard(s)
Includes Rubidium, GPS and Netclocks systems sold with the Motorola
SyStem.
Universal Simulcast ControUer
Included
Interfitce(s)
UPS Systems. Excluded from service agreements but may be repaired 00 an above contract,
time and material basis. All UPS Systems must be shipped to roo for repair.
Excludes lillY on-site services. Excludes all batteries.
Attachment E p2 of 6
CD MOTOROLA
Conventional System Infrastructure ExbIblt Inclusions, Exclusions, Exceplions and Notes ror
Iofnstrueture Repair
Antenna Systems Excludes all Equipment such u bi-di:rectional amplifiers,
multicouplers, combiners, tower top pre-amplifiers, antennas,
cables, toWenl tower lighting, and transmission lines
Base Station(s) and Repeater(s) Quantar. Quantro. Digital MSF5000 and M1R2000 ONLY.
Excludes MICOR and Analog MSFSOOO
Central Electronics Bank(s) Includes logging recorder interface and network hub.
Channel Bank(s) Includes Premis}'ll and Telco. Excludes Siemens
Comparator(s) Includes S~tac.Digitac and Astrotac.
Computer(s) Includes computers (pentium I. n, ill, IV) directly interface
with or control the communications System, including SiteLens
and Systemwatch II. Includes keyboards, mice and trackballs.
Excludes laptop computers and all 286, 386, 486 computers.
Excludes defective or phospbor-burned cathode ray tubes
CRT(s) and burned-in flat panel display image retention.
Console(s) Includes consoles (Centracom II, Centracom Gold Classic,
Centracom Gold Elite) as part of complete 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
purchased separately.
Dictaphones and Recording Equipment Excludes alI types and models. i
Digital Interface Unites) (DIU) Included
Digital Signaling Modem(s) Included upon modem model availability
Embassy Switch Includes AEB AIMl ZAMBI AMB
Microwave Equipment Excluded from service agreement but may be repaired on an
i
above contract., time and material basis. All equipment must be
shipped to IDO. Excludes anyon-site services.
Monitor(s) Includes all moniton; connected to computers that directly
interface with or control the communications System. Includes
flat panel displays and touch screen monitors. Excludes
defective or phosphor-burned cathode ray tubes CRT(s) and I
burned-in flat panel displays image retention.
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 alanning systems.
Printer(s) Includes printers that directly interf3ce with the communications
System.
Receiver(s) Includes Quantar, MTR2000 and ASTRO-TAC receivers.
Simulcast Distribution Amplifier(s) Included
Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the
Motorola System.
Universal Simulcast Controller Interface(s) I Included
UPS Systems. Excluded from service agreements but may be repaired on IIlI
above contract, time and material basis. All UPS Systems must
be shipped fD IOO for repair. Excludes anyon-site services.
Excludes alI batteries.
Attachment E p3 of 6
• MOTOROLA
nau System Infrastructure Exhibit Inclusions, Elclusloos, Exceptions and Notes for
Infrastructure Repair
Base Station(s) and Rcpeater(s) Includes Quantar (DSS3, DBS), Digital MSFSOOO (DSS2)
ONLY.
Computer(s) Includes computers (pentium I, II, m. IV) directly interface
with or control the communications System. Includes
keyboards, mice and trackballs. Excludes laptop computers and
all 286, 386, 486 computers. Excludes defective or phosphor
bwned cathode ray tubes CRT(s) and burned-in flat panel
display image retention_
Dictaphones and Recording Equipment Excludes all types and models.
Microwave Equipment. Excluded from service agreement but may be repaired on an
above contract, time and material basis. All equipment must be
shipped to IDO. Excludes anyon-site services.
Monitor(s) Includes all monitors connected to computers that directly
interface with or control the communications System. Includes
flat panel displays and touch screen monitors. Excludes
defective or phosphor-burned cathode ray tubes CRT(s) and
burned-in flat panel displays image retention.
Printer(s) Includes printers that directly interface with the
communications System.
Radio Network Controller Includes One (1) RNC and One (I) RNC Console. Redundant
RNC's must be quoted separately. Excludes RNCIOOO,
NCP500 NCP2000 NCP2500 and NCP3000.
Site Data Link Modem(s) Included
UPS Systems. Excluded from service agreements but may be repaired on an
above contract, time and material basis. All UPS Systems must
be shipped to IDO for repair. Excludes anyon-site services.
Excludes all batteries.
Wireless Network Gateway Excluded from the prime/remote site or system agreement but
can be covered when services are purchased separately.
Attachment E p4 of 6
• MOTOROLA
Inclusions, Exclusions, ExeeptioDJ and Notes for
lnfrutruc:ture Re~a.ir
AU Controller
911 System Infrast.1'1u:ture ExhJblt
Includes Analog Station Card(s), Caller ID Board(s),
Conference Board(s), DTMF Tone Receiver Board(s), Digital
Station Card(s), E&.M Card(s), Ground Loop Start Card(s),
MF Receiver Board(s). 911 Line Card(s)
ANI Controller Included
Client Computer(s)
Includes computers (pentium I, n, m. IV) directly interface
with or control the C()ffiDlunications System, including
SiteLens and Systemwatch D. Includes keyboards, mice and
trackballs. Excludes laptop computers and all 286, 386, 486
computers. Excludes defective or phosphor-burned cathode
ray tubes CRT{s) and burned-in flat panel display image
i retention.
Dictaphones and Recording Equipnlent
Excludes all types and models.
Hub{s)
Included
Line Boosters! Amplifier/Short haul modems
Excludes aU
Modem(s)
Includes IDD Modem. Includes UDS202T, Memotech
Digital, US Robotics Sponster, US Robotics Carrier V.
Everything. UDS 2440, Hayes Accura, Hayes Smartrnodem,
BOCA Research Tidalwave. Excludes short haul modems and
Avatex 1200 Practical Peripheral, UDS FasttaJk IT
Monitor(s) Includes all monitors connected to computers that directly
interface with or control the communications System.
Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flat panel displays image retention.
i Network Switches Included
Printer(s) Includes printers that directly interface with the
communications System.
Power Supplies
Includes PDU 120 PDU 288,-RPU 48
Ring Generator(ll)
Included i
Routers Included
SEE II /SiteSenlIY
Included
Server(s) -AU, Data base
Includes computers (pentium 1, n, m.IY) directly interface
with or control the communications System, including
SiteLens and System watch II. Includes mice and trackballs.
Excludes laptop computers and a11286. 386, 486 computers.
Excludes defective or phosphor-burned cathode ray tubes
CRT(s) and burned-in flat panel display image retention.
Excludes Intrados Loc AU
Telephone(s) Includes up to six (6) administrative phones, and a1191 I and i
KEMphones.
Tennin.als Includes Wyse 370 and Oume VI70,
TDD Detector(s) Includes Keytronics., and UltraTec
UPS Systems. Excluded from service agreements but may be repaired on an
above contract, time and material basis. All UPS Systems
must be shipped to IDO for repair. Excludes anyon-site
services, Excludes all batteries.
Attachment E pS of 6
• MOTOROLA
lDc:lusJoal, Exclusions, Exceptions and Notes for
Infrastructure Repair
CardCa2es
Console Only Iufrastructure Exhibit
Included
Central Electronics Bank(s) (CEB)
Includes Logging Recorder Interface and Network Hub.
Includes Base Interfilce Module (BlM), Console Operator
Interface Module (COlM), Oooratof Interface Module (OMl),
Computer{s) Includes computers (pentium 1. n, III, IV) directly intcface
with CEB. Includes keyboards, mice and trackballs. Excludes
laptop computers and all 286, 386, 486 computers. Excludes
defective or phosphor-burned cathode ray tubes CRT(s) and
burned-in flat panel dillPlay image retention.
Console(s) Includes consoles (Centracom n, Centracom Gold Classic,
Centracom Gold Elite, Commandstat and Commandstar Lite)
Includes headset jacks, dual footswitcbes, gooseneck
microphones and Console Interface Electronics (CIE).
Excludes Centracom I.
Dictaphones and Recording Equipment Excludes all types and models.
Microwave Equipment. Excluded from service agreement but may be repaired on an
above contract, time and material basis. All Equipment must be
shipped to 100. Excludes anyon-site services.
Monitor(s) Includes all monitors connected to computers that directly
interface with the eBB. Includes flat panel displays and touch
screen monitors. Excludes defective or phosphor-bumed
cathode ray tubes CRT(s) and burned-in flat panel displays
image retention.
Site Frequency Standard(s) Includes Netclocks systems
UPS Systems. Excluded from service agreements but may be repaired on an
above contract, time and material basis. All UPS Systems must
be shipped 10 IDO for repair. Excludes anyon-site services.
Excludes all batteries.
Attachment E p6 of 6
CD MOTOROLA
Exhibit C, Statement of Work
Network Preventative Maintenance
1.0 Description ofSCTVice
Network Preventative Maintenance will provide an operational test and alignment, on the Customer's
Infrastructure Equipment (infrastnlcture or fixed network equipment only) to ensure the Infrastnlcture
meets original manufacturer's specifications, as set forth in the applicable attached Exhibit(s), all ofwhich
are hereby incoIpOrated by this reference. Customer's System type determines which Exlubit is applicable
(Le. SmartZone system exhibit, SmartNet system exhlbit). Networlc Preventative Maintenance will be
performed during Standard Business Days. Ifthe System or Customer requirements dictate this service
must occur outside of Standard Business Days, Motorola will provide an additional quotation. Customer is
responsible for any charges associated with helicopter or other unusual access requirements or expenses.
The terms and conditions of this SOW are an integral part ofMotorola's Service Terms and Conditions or
other applicable agreement to which it is attached and made a part thereofby this reference.
2.0 Motorola bas the following responsibilities:
2.1 Notify the Customer of any possible System downtime needed to perform this service.
2.2 Physically inspect the Infrastructure Equipment in the system (equipment cabinets, general circuitry,
fault indicators, cables, and connections).
2.3 Remove any dust, and/or foreign substances from the Infrastructure.
2.4 Clean filters, ifapplicable.
2.5 Me8SlU'e, record, align, adjust the Infrastructure Equipment parameters in accordance with the
manufacturer's service manuals and the Rules and Regulations of the Federal Communications
Commission (FCC), whcrc: applicable.
3.0 Customer has the following responstbilities:
3.1 Provide preferred schedule for Networic Preventative Maintenance to Motorola
3.2 Authorize and acknowledge any scheduled System downtime.
3.3 Maintain periodic backup ofdatabases, Software applications and Firmware.
3.4 Establish and maintain a suitable environment (heat, light, and power) for the Equipment location and
provide the Servicer full, free, and safe access to the Equipment so that the Servicer may provide
services. All sites shall be accesslble by standard service vehicles.
3.5 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to
provide the Network Preventative Maintenance services to Customer.
Network Preventative Maintenance Page I of!
Approved by Motorola C01l1racts & Compliance: 04/30104 Attachment F
" MOTOROLA
I
I Consoles PositionslRemotes
1 ~
Central Controllers, Digitac, Comparators
GPS
Site Equipment
UPS (if covered under Motorola Service
Agreement)
Other Equipment
Network Preventative Maintenance
Approved by Motorola Contracts & Compliance: 04/30104 Attachment G
• MOTOROLA
Exhibit D Statement of Work
OnSite Infrastructure Response and Dispatch Service
1.0 Description ofServices
The Motorola System Support Center (SSC) will receive Customer request for service and dispatch a Servicer.
For Mesh system a Servicer will be dispatched only to the central site where the Mobile Integrated System
Controller (MISe) is located. The Servicer will respond to the Customer location based on pnHlefined Severity
Levels set forth in the Severity Definitions Table and Response times set forth in the Response Time Table in
order to Restore the System.
Motorola will provide Case management as set forth herein. The SSC will maintain contact with the on-site
Servicer until System Restoral and Case is closed. The SSC will Continuously track and manage Cases from
creation to close through an automated Case tracking process. This Case management allows for Motorola to
provide Case activity reports.
The tenns and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Tenns
and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference.
2.0 Motorola has the following responsibilities:
2.1. Continuously receive service requests.
2.2. Create a Case as necessazy when service requests are received. Gather infonnation to perfonn the
following:
2.2.1. Characterize the issue.
2.2.2. Determine a plan ofaction.
2.23. ~ign and track the Case to resolution.
2.3. Dispatch a Servicer as required by Motorola standard procedures and provide necessary Case infonnation
collected in 2.2.
2.4. Ensure the required personnel have access to Customer infonnation as needed.
2.5. Servicer will perfonn the following on-site:
2.5.1. Run diagnostics on the Infrastructure or FRU.
2.5.2. Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may
provide Infrastructure or FRU.
2.5.3. Provide materials, tools, documentarion, physical planning manuals, diagnosticltest equipment and
any other requirements necessazy to perfonn the Maintenance service.
2.5.4. Ifa third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor
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. IfVerification by Customer
cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be
released.
2.7. Escalate the Case to the appropriate party upon expiration of a Response time.
2.B. Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved.
2.9. Notify Customer of Case Status as defmed required by the Customer Support Plan:
2.9.1. Open and closed; or
2.9.2. Open, assigned to the Servicer, arrival of the Servicer on-site, deferred or delayed, closed.
2.10. Provide Case activity reports to Customer.
3.0 Customer has the fuUowing responsibilities:
3.1. Contact Motorola. as necessary, to ~uest service Continuously.
3.2. Provide Motorola with pre-deflDed Customer infonnation and preferences prior to Start Date necessary to
complete Customer Support Plan.
3.2.1. Case notification preferences and procedure.
OnSile Infrastructure RupolUe and Dispatch Service
Appr(Jlltld by MotoroliJ CofllrQCU and Compliance /130108 pagelof3
Attachment H
• MOTOROLA
3.2.2. Repair Verification preference and procedure.
3.2.3. Database and c:sc:aIatiOD procedure fonns.
3.2.4. Submit changes in any information supplied in the Customer Support Plan to the Customer
Support Manager.
3.3. Provide the following information when initiating a service request:
3.3.1. Assigned System ID number.
3.3.2. Problem description and site location.
3.3.3. Other pertinent infonnation requested by Motorola to open a Case.
3.4, Allow Servicers access to Equipment
3.5. Supply Infrastructure or FRU. as applicable, in order for Motorola to Restore the System as set forth in
paragraph 2.5.2.
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 backups.
3.8. For E911 systems, test the secondarylbackup PSAP connection to be prepared in the event of a
catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of
switching to the backup PSAP.
3.9. Verify with the SSC 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.
OnSite InfrastrucllUe RespolUe and Dupalch Service
Approved by Motorola Con/ractl! and Compliance 1130108 fXl~2of3
Attachment H
• MOTOROLA
Severity DcftDftiODS Table
I
Severity Level Problem Types
Severity I • Respame is provided Continuously
• Major System failure
• 33% of System down
• 33% of Site channels down
• Site Environment alarms (smoke, access, temp, AC power.
• This level is meant to represent a major issue that results in an unusable
system, sub-system, Product, or cr:itica1 features from the Customer's
penpective. No Work-around or immediate solution is available.
Severity 2 • Response 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 II Customer's
normal use of the system, sub-system, product, or major non-critical
features from a Customer's perspective
Severity 3 • Response during Standard Business Day
• Intermittent system issues
• Information questions
• UpgradeslPreventative maintenance · This level is meant to represent a minor issue thaI does not preclude use of
the system, sub-system, product, or critical features from II Customer's
perspective. It may also represent a cosmetic issue., including
documentation errors, general usage questions, recommendations for
product enhancements or modifications, and scbeduled events such as
preventative maintenance or product/system upgrades.
Response Times Table (Customer's Response Time Classification is designated in the Service Agreement)
leverity Standard Response Time Premier Response Time Limited Response Time RestoraJ Off Deferral I
..eve I I
;everity I Within 4 bours from receipt Within 2 hours from receipt Within 4 hours from receipt . 8 hours Time provided by
ofNotification of Notification ofNotification I Servicer •
Continuously . Continuously Standard Business Day
ieverity 2 Within 4 hours from receipt Within 4 hours from receipt Within 4 bours from receipt g hours Time provided by I
of Notification of Notification ofNotification Servicer •
ieverity 3
Standard Business Day
Within 24 hours from
Standard Business Day
Within 24 hours from
Standard Business Day
Within 24 hours from 48 hours
I
Time provided by I
receipt ofNotification
Standard Business Day
receipt of Notification
Standard Business Day
receipt of Notification
Standard Business Day
Servicer • I
• Please note these are Standard Commitment times. The commitment times should be based on the
Customers Support Plan.
• Provide update before the specific contractual commitments come due.
* Note: Provide update to System Support Center before Deferral time conu:.s due.
OnSite Ilffrastnlcture Response and Dispatch Service
Approved by Motorola Con/racts and Compliance JlJOIQ8 poge 3 00
Attachment H
EXHIBIT E
DESCHUTES COUNTY SHERIFF'S
OFFICE
SYSTEM OPTIMIZATION STATEMENT OF
WORK (SOW)
Attachment 1 pI of 5M
DESCHUTES COUNn ",BERIFF'S DEPARTMENT
OPTIMIZATION 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 of Motorola, and others (which include the customer and
suppliers of services other than Motorola).
This Statement of Work (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 will be considered the "working" document for the delivery of
these technical services.
This SOW contains the following topics:
.:. Project Identification
.:. System Description
.:. Description of Services
.:. Excluded Services
.:. Customer Responsibilities
.:. SOW Modifications I Change Orders
.:. Repairs
.:. Project TimelinelCornpletion Date
.:. Pricing
.:. Approval of SOW
.:. Change Order Request Form
M December 11, 2007
Attachment I p2 of 5
1
800MHz TRUNKED SIMUL....AST SYSTEM OPTIMIZATION STATEMEN1 vi WORK
2. PROJECT IOENTIFICA"ON
I Identifying Name Deschutes County. OR Simulcast Optimization
Customer or Buyer Deschutes County Sheriffs Department
Customer End User Deschutes County Sheriffs Department
Customer Address 63333 W. Hwy 20
(for correspondence) Bend, OreQon 9n01
Customer Contact Jon Sholes (541·385·1400)
Document Version 1.0 -December 12, 2004
Document Expiration January 1,2010Date
3. SYSTEM DESCRIPTION
System Number 0572E
Identifying Name Deschutes County. OR Sheriffs Department
Motorola
Maintenance
Contract Number
S00001 004 720
System Description Motorola Smartnet 800 MHz Trunked Simulcast
Number of RF
Channels
Ten
NumberofRF
Remote Sites
Seven
December 11, 2007 M
Attachment I p3 of 5
2
DESCHUfES COUN1 ... "HERIFF'S DEPARTMENT
4. DESCRIPnON OF SERVICES
Motorola will provide System Technologist(s) services to assist the Deschutes County
Sheriff's Department personnel in the optimization oftheir 800 MHz Motorola
Trunked Simulcast System. The following sections identify specific work and
services provided during the course ofthis proposal.
Below is a list of services included in the system optimization:
• Optimize Quantar base stations
• Measure and optimize insertion loss of transmitter combiners
• Perfonn receiver multi-coupler spectrum analysis
• Optimize tower-top amplifier systems to Motorola specifications for optimum
perfonnance
• Measure the effective sensitivity of each receiver (only if customer has test ports)
• Verify operation of frequency standards
• Verify operation ofMTC3600 controllers, including TO counters
• Optimize DigiTac audio levels
• Optimize Gold Elite Console audio levels (TBIMs only)
• Optimize uscrs (audio and data levels)
• Optimize simulcast audio amplitude
• Verify simulcast audio phasing
• Verify operation/programming ofPremisys channel banks
• Check Tl links for errors and alarms (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
of this SOW. Such tasks include, but are not limited to, engineering design,
engineering consulting, project management, coverage design, coverage testing,
microwave testing, subscriber template design/review, installation of tower-top
amplifier test port coax lines, tower climbing for purposes other than antenna system
testing, and acceptance test plan.
M December 11,1007
Attachment I p4 of 5
3
800MHz TRUNKED SIMtJ ..._AST SYSTEM OPTIMIZATION STATEMEro oJ' WORK
6. CUSTOMER RESPONSIBILf11ES
Deschutes County shall provide the following general items:
• Designate a single point of contact for all assignments
• Insure the system is in known working 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 simulcast 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.
t 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 of any items found in need of repair. It is the
responsibility of Deschutes County to acquire parts and effect repairs, as identified, to
the existing infrastructw"e equipment. Motorola shall not provide labor, parts andlor
spare boards as part of this project to support these repairs. Motorola shall not be held
responsible for schedule ovemms, system malfunctions, or system down time related
to these items. Motorola will notify Deschutes County of predicted impact to the
system operation due to items in need of repair. Deschutes County assumes all
responsibility for system degradation andlor malfunction in this situation.
9. PROJECT TIMELINE/COMPLETION 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.
4 December 11, 2007 M
Attachment I p5 of 5
" MOTOROLA
Exhibit H Statement of Work
Technical Support Service
1.0 Description of Services
The Technical Support service provides centralized remote telephone support for technical issues that
require a high level ofcommunications systems expertise Or troubleshooting on Equipment. The
Motorola System Support Centcrs (SSC) Technical Support Operation is staffed with technologists
who specialize in the diagnosis and resolution of system performance issues. Technical Support
Service (i) does not include software upgrades that may be required for issue resolution; and (ii) does
not include Customer training (lii) is only available for those system types supported and approved by
Technical Support Operations.
Technical Support is applicable to the following system Iypes: ASTRO®, ASTRo® 25, ARC 4000,
SmartZone® v2.0.3 and higher, SmartZone®IOmniLink®. E9l I. Private Data v2.0.3 and higher,
SmartNet®, Conventional Two-Way. and Wireless Broadband.
The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service
Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by
this reference.
2.0 Motorola has the following responsibilities:
2.1. Respond to requests for Technical Support for the Restoration offailed Systems and diagnosis
of operation problems in accordance with the response times set forth in the Remote
Technical Support Response Times Table and the Severity Level defined in the Severity
Definitions Table.
22. Advise caller ofprocedure for determining any additional requirements for issue
characterization, Restoration, including providing a known fix for issue resolution when
available.
2.3. Attempt remote access to System for remote diagnostics, when possible.
2.4. Maintain communication with the Servicer or Customer in the field until close ofthe Case, as
needed.
2.5. Coordinate technical resolutions with agreed upon third party vendor(s), as needed.
2.6. Escalate and manage support issues, including Systemic issues, to Motorola engineering and
product groups, as applicable.
2.7. Escalate the Case to the appropriate party upon expiIation of a Response time.
2.11. Provide Configuration Change Support and Work Flow changes to Systems that have dial in
or remote access capability.
2.9. Detennine, in its sole discretion, when a Case requires more than the Technical Support
services described in this SOW and noti11' Customer of an alternative course of action.
3.0 Customer has the following responsibilities:
3.1. Provide Motorola with pre-defined information prior to Start Date necessary to complete
Customer Support Plan.
3.1.1. Submit changes in any infonnation supplied in the Customer Support Plan to the
Customer Support Manager.
3.2. Contact the sse in order to access the Technical Support Operation., provide Dame of caller,
name of Customer, System In number, Service Agreement number, site(s) in questions, and brief
description of the problem.
3.3. Supply on-site presence when requested by System Support Center.
3.4. Validate issue resolution prior to close of the Case.
3.5. Allow Motorola remote access to the System by equipping the System with the necessary
Connectivity.
: Legal Approval
Februury 28. 2008
page J ofl
Attachment J
• MOTOROLA
3.6. Acknowledge that Cases will be handled in accordance with the times and priorities as defined in
Remote Technical Support Response Times Table and the Severity Level defined in the Severity
Definitions Table.
3.7. Cooperate with Motorola lind perform all acts that are reasonable or necessary to enable Motorola
to provide the Technical Support service to Customl:r.
Severity DefinitioDs T.bJe
Severity Level Problem Types
Severity I • Response is provided o:>ntinuously
• Major System failure
• 33% ofSystem down
• 33% of Site channels down
• Site Environment alarms (smoke, access, temp, AC power.
• This level is meant to represent 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 solution is available.
Severity 2 • Response during Standard Business Day
• Significant System Impairment not to exceed 33% of system down
• System problems presently being monitored
• This level is meant to represent a moderate issue that limits a Customer's
normal use ofthe system, sub-system. product, or major non-crltical
features from a Customer's perspective
Severity 3 • Response during Standard Business Day
• Intermittent system issues
• Information questions
• Upgradeslpreventative maintenance
• This level is meant to represent a minor issue that does not preclude use of
the system, sub-system, product, or critical features from a Customers
perspective. It may also represent a cosmetic issue, including
documentation errors, general usage questions, recommendations for
i
product enhancements or modifications, and scheduled events such as
preventative maintenance or product/system up~des.
Remote Technical Support Response Times Table
SEVERITY RESPONSE
Severity 1 Within I Hour from receipt ofNotification, Continuously
Severity 2 Within 4 Hours from receipt of Notification, Standard Business Day
Severity 3 Within next Business Day, Standard Business Day
: Legal Approval
Fe/millry 21i. 2008
page2of2
Attachment J
I DATE(MMlDDIYYYY)ACC>RV" 0610212014 ~
~
CERTIFICATE OF LIABILITY INSURANCE
IMPORTANT: If the certificate holder is an ADDmONAL INSURED. the policy{ies) must be endorsed. If SUBROGATION IS WAIVED. subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder In lieu of such endorsement{s).
PRODUCER
Aon Risk Services central, Inc. itT
"Ie. No. Ext): (866) 283-7122 I r~. No.): (800) 363-0105Chicago IL Office
200 East Randolph e-MAIL
Chicago IL 60601 USA ADDRESS:
iINSURER(SI AFFORDING COVERAGE MAlC.
INSURED IHSURERA: Liberty Mutual Fire Ins Co '23035
Motorola Solutions. Inc. 42404
Attn Karen Napier
INSURERB: Liberty Insurance Corporation
)NSURERC;1303 East Algonquin Road
Schaumburg Il 60196 USA INSURERD;
INSURERE:
INSURER F:
COVERAGES CERTIFICATE NUMBER' 570053965748 REVISION NUMBER'
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RJGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES
BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BElWEEN THE ISSUING INSURER(S). AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
i
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THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
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EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Umlts shown ani as nlques1ed
iTI'RK, TYPE OF INSURANCe ,:1= POLICY NUMBER f~~ (=~ UWIITS
A I X COWoIERCIAL GENERAL UABIUTY TBLb4LUU5~bYU/4 IUl/U1/lUH lUIlUllLU1~ EACH OCCURRENCE $1,000,000
Cw CLAIMS-MADE 0 OCCUR ~~~~~E=~0C8) S250,OOO
C MED EXP (Anyone P'lIlIO") $10,000
PERSONAl & AOV INJURY Sl ,000, 000
GEN'L AGGREGATE LIMIT APPLIES PER. GENERAL AGGREGATE $2,000,000
'X o PRODLOC Sl,Ooo,OOOPOLICY JECT
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i PRODUCTS COWIOP AGG
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A AlJTOMOBILE LIABILITY AS2-641-005169-014 07/01/2014 07/01/2015 COMBINED SINGLE LIMIT Sl,Ooo,OOO, lEa accident
~AmAUTO BODILY INJURY ( Pe, person)
, AlL OWNED PSCHEDULED BODILY INJURY (Per accident)
i~ AUTOS i AUTOS PROPERTY DAMAGE
HIRED AUTOS NON-OWNED ~ent)I--rlAUTOS I
UMBRElLA LIAS YOCCUR I EACH OCCURRENCE
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B ANY PROPRIETOR I PARTNER I EXECUTIVE ~ WC7641005169094 07/01/2014 07/01/2015 E.L. EACH ACCIDENT Sl,OOO,ooO
OFFICERIMEMBER EXCLUOED? NIA
(Mondatory In Nil) OR, WI E.L DISEASE-EA EMPLOYEE $1,000,000
gr~"rp~~~PERA nONS oelow I EL. DISEASE-POLICY LIMIT $1,000,000
I
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule. may be _oiled if more _ is required)
RE: Service A~reement_
General liabillty policy.
Deschutes County, its officers and employees are included as Additional Insured with respect to the
CERTIFICATE HOLDER
Deschutes County
Deschutes county Sheriff's Office
Attn: Pat Davis, legal Assistant
63333 west Highway 20
Bend OR 97701 USA
CANCELLAnON
SHOULD ANY OF THE ABOVE DESCRIBED POLlCIES BE CANCELLED BEFORE THE
EXPIRATlON DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE
POLICY PROVISIONS.
®1988-2014 ACORD CORPORAnON. All rights reserved_
ACORD 25 (2014101) The ACORD name and logo are registered marks of ACORD
Attachment K, pg 1 of 2
169201400000500147
POLICY NUMBER: 192·641-005'69-074 COMVERCIAL GENERAL LIABILITY
CG20 10 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.
ADDITIONAL INSURED -OWNERS, LESSEES OR
CONTRACTORS -SCHEDULED PERSON OR
ORGANIZATION
This endorsement modifies insuram:e provided under the followIng:
COMMERCIAL GENEAAL LIABILITY COVERAGE PART
A. Set;tion II -Who Is M Insured is amended to
include as an add~ional Insured the person(s) or
organgation(s) shown in the Schedule. but only with
respect to liability for "bodily injury", ·property
damage" or ·personal and advertising uljury"
caused, in whole or in part. by:
1. Your acts or omissIons; or
2. The acts or omissions of those acting on your
behalf:
in the perform ance of your ongoing operations for
the additional Insured(s)
designated above.
at the location(s)
However:
1. The insurance afforded to such add~jonal
insured only applies to the extent permitted by
law; and
2. If coverage provide d to the additional insured'is
required by a contract or agreement. the
insurance afforded to such addhional Insured will
not be broader than that which you are required
by the contract or agreement to provide for such
additional insured.
B. VVrth respect to the insurance afforded to these
additional insureds. the following additional
exclusions apply:
This Insuranc;e does not apply to "bodily Injury" or
·property damage-occurring after:
1. All work. including matenals. parts or
equipment furnished In connection with such
work. on the project (other than service.
maintenance or repairs) to be performed by or
on behalf of the additional Insured(s) at the
location of the covered operations has been
completed: or
2. That portion of 'your work" out of which the
injury or damage arises has been put to its
intended use by any person or organization
other than another contractor or subcontractor
engaged in performing operations for a
principal as a part of the same project.
C. WlI.h respect to the insurance afforded to these
additional insureds. the followlng is added to
Section 111-Limits Of Insurance:
If ,overage provided to the additional insured Is
required by a contract or agreement, the most we
will pay on behalf of the additional Insured is the
amount of Insurance:
1. Required by the contract or agreement; or
2. AvaDable under the applicable limits of
Insurance shown In the Declarations;
whichever Is less.
This endorsement shall not increase the
applicable LImits of Insurance shown in the
Declarations.
SCHEDULE
Name Of Addltlonalln5ured Person(s) Locatlon(s) Of Covered Operations
Or Organizatlon(l'l):
All Entities as required in writing prior to tho dale of loss
Information reqUired to complete this Schedule. if not shown above. will be shown In tho Declarations.
CG 20100413' Q Insurance Services Office. Inc .• 2012 Page' of 1
Attachment K, pg 2 of 2