communications System Agreement
Motorola, Inc •• a Delaware corporation1 C-Motorola•). and Contra Costa County rcustomer") enter Into this Communications System Agreement ("Agreement"), pursuant to Which Customer wm purchase and Motorola will seH the System, as described befow. Motorola and Customer may be referred to individually as "partf and collectively as "parties."
For good and valuable consideration, the parties agree as follows:
Section 1 . EXHIBITS
The Exhibits listed below are incorporated into and made a part of Ulls Agreement In interpreting this Agreement and resoMng any ambiguities1 the main body of this Agreement will take precedence over Ile EXhfbits and any inconsistency .between Exhibits A through E will be resolved in Ute order in which they are lsted.
Exhibit A
exhlblB
ExhibitC.
C-1
.C-2
C-3
• C-4
·C-5
ExhibitD
Sectlon2
Motorola 11Software Ucense Agreement"
11Payment SChedule"
..Tectmical and lmplementatton Documents"
''System Description* dated March 31 2008
• 11Equipment Usr dated March 3, 2008
"statement of Work" dated February a. 2007
11Aooeptanoe Test Plan" 0r 11ATP" dated November 18. 2008 11Perlbrmanoe Schedule" dated March 3. 2006
"System Acceptance Certificate"'
DEFINmONS
CepttatiZed terms used In this Agreem.ent shall have .the foUowing meanings; ·"Acceptance Tests*'.means those tests described :in the AGceptance Test Plan. "Beneffoim Use" means when Customer first uses the System or a Subsystem for operational purposes (ucluding tra1nlng or testing) •
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"contract Price-' means the price for the .System, exclusive of any applicable sales or similar taxe.s and freight charges. •
"Effective Date" means that date upon Which the rast party to sign this Agreement has executed it. "Equ,pmenr means the equipment lfsted in the Equipment List that Customer is purchasing from Motorola under this Agreement.
•infringement Claim' means a third-party claim aUeging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third-party's United States patent or copyright. "Motorola Software" means Soft!Nare that Motorola or Its affiliated company owns.
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11Non,..Motorola Softwiare" means Software that a party other than Motorola. or its affiliatecl company owns. "Open Source Soflware11 means. software that has its underlying source oode freely available to evaluate. copy, and modify. Open Source Software and the terms !'teeware" or 11shareware" are sometimes used interchangeably. ·
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0 Proprietary Rights•' means the patents, patent applications, lriventtons. ·copyrights, trade secrets. trademarks. trade names, mask works •. know-how; and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any oorrections, bug fixes. enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party.
"Softwan:i-means the Motorola and Non-Motorola Software fn object code fbrmat that is furnished with the System or ,Equipment and which may be listed on the Equipment list "Speclfleatfons" means the functionality and performance requirements described in the Technical and Implementation Documents.
"Subsystem• means a major portion of the .entfr,e Sy,sfem that performs specific functions or op,eratlons as · described ln the Technical and lmpfementation Documents. l!System;; m~ns the Equipment, .Software, services, supplies, and Incidental hardWare and materials combined together into a system as, more futly described in the Tedml(l:al and Implementation Ooouments. ·
•sys1em Acceptance" means the Aooeptanoe Tests have been successfully completed.
Section 3 SCOPE O,F .AGREEMENT AND T!.RM
3.1. SCOPE OF WORK. Motorola will provide. sf'liPi Install and test the System, and perfonn its other contractual responslbllitles, all in aor,:ordance with this Agreement. Customer wlII perform its contractual·:
responsibJlilies In-accordance with this Agreement. · ·
3.2.. CHANGE ORDERS. Either party may request changes within the general scope of this Ag~ement If a requested change causes an increase or decrease In the cost or time required to perform this Agreement, Motorola and Customer will agree to an equttable adjustment of the Contract . Price. Performance Schedule, or both, and will reflect such ad]ustmant In a change Older. Neither party is. · obligated to perform requested changes unless both parties execute, a written change order.
3.3. . TERM. Unless otherwise terminated in accordance With the provisions of this Agref!ment or _ extended by mutual agreement of the parttes1 the term of thts Agreement shall begin on the Effective Date :and shall continue untn ·the date of System Acceptance or expiration of the warranty period as set forth in Sectton 9, whichever occurs last. ""
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. Far three (3) years after the Effective Date of tihis Agreement, Customer may order additional Equipment or· Software provided It Is then available. Each order must ~fer to this Agreement and must specify tile pricing and dellvery terms. Notwithstanding any additlonaJ or contrary term& in the order, the applicable provisions of this Agreement (except for pricing. delivery, passage of title and risk ,of loss to Equipment warranty oommencem&nt. and payment terms) wHI govern the purchase and sale of the adtflf.ionaf Equipment or SOftware. Title and risk of loss to additional Equipment will pass at shi'pment, warranty will commence upon delivery. and payment ls due within twenty (20) days after the invoice date. Motorola wm. send Customer an involoe as the additional equipment is shipped or SoflWare is licensed. Alternative!yi Customer may regJster with and place such orders through Motorola Online ("MOL"). and this Agreement will be the 11Underlylng Agre.emenr for such MOl transactions rather than the MOL On~Un.e Terms and Conditions· of Sale. MOL regtstraUon and other Information may be found at htg:llmotggJine.mot.com ~nd the MOL telephone number is, {800) 814-0601.
3.5. ·MAINTENANCE SE.RVICE. During the ~rranty period for the Equipment and Software, Motorola will provide maintenance services for the Equipment and support for the Motorola Software · pursuant to the terms of this Agreement Such services and support are included in the Contract Price. If Customer wlshes to purchase addit!iona'~ maintenance and support services for the Equipment or CSA. 2
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Softw'are during the warranty period, or any maintenance and support services for the Equipment or Software after the warranty period, the description of and prloing for such services wm be set forth In a separate document.
3.6. MOTOROLA SOFTWARE. Any Motorola Software. Including subsequent reteases, is llcensed to Customer safety in accordance with the Software Uoense Agreement (other than software development kits, If applicable, which have separate software lloense agreements). Customer hereby accepts and agrees lo abide by all of the terms and restrictions of the Software License Agreement.
8.7. NQN .. MOTOROLA SOF1WARE. Any Non-Motorola Software is licensed to Customer in acoordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to subl:icense the Non-!Motorola Software pursuant to the Software License Agreement, in which case lt applies a11d the copyright owner will .have an of Licensor's rights and proteeti<Jns under the Software Ucense Agreement. Motorola makes no representations or warranties of any !<Ind regarding Non~Mofurola Software. Non-Motorola Software may include Open Source Soft\Nare. All Open Source Software lsi Ucensed to Customer fn accordance with • . and Customer agrees to abide byf the provisions of the standard li<:ense of the copyright owner and not the Sofl\ivare License Agreement. Upon request by Customer, Motorola Wltl use commercially reasonable efforts to (i} determine whe,ther any Open Source Software will be provided under !his Agreement; and I so, (li) Identify the Open Souroe Software and provide to Customer a copy of the applicable standard tioense (or speclfY Where such license may be found); and (iii) provide to OUstomer a copy of the Open Source SOftware source code if it Is publicly available without charge (aJthough a distribution fee or a charge for related services may be appf!Cabfe).
3.8. SijBSTITUTIONS. At no' addHional cost to Customer, Motorola reserves the right to substitute .any Equipment, Software, or services to be provided by Motorola, provided! that the substitute meets or excpeds fhe Specifications and is of equtvalent or better quality to the Customer. Any such substitution will be reflected in a change order. •
3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph appHes on!y If a "'Priced Options"' exhibit is shown in $ection 1 of this Agreement. or if the Parties amend this Agreement to add a Priced Options exhibit. Outing the term of the option as stated In the Priced Options exhibit (or if no term is slated, then for one (1) year after the Effective Date), Customer shall have the right and option to purchase the equipment, software:. and related services that are described and listed In the Priced Options exhibit. Customer may exercise this optipn by giving written notice to Seller which must designate what equfpmen~ software. and related services Customer fs selecting (including quantities, if applicable) •. To the extent they apply. the terms and conditions, of this Agreement will govern the purchase of the selected equipment. software, and rerated services. However, the parties acknowledge that certain contractual provisions must be agreed upon. and they agree to negoUate those In good faith promptly after Customer delfvers to Se!ler the option exercise nob. Examples of provislons that may need 1o. be negotiated are: specific lists of deliverables. statements of work. acceptance test plans* detivery and impiemeritatlon schedules, payment terms, maintenance and support provislons1 additions to or modifications of the Software Ucense Agreement. hosting termsi and modifications to the acceptance and warranty provisions.
Section 4 PERFORMANCE SCHEDUL.E
Motoroia and Customer agree that they will perform their respeofve responsibmties in aocordance '1.Mth the Performance Schedule. By executing this Agreement, customer authorizes Motorola to proceed with performance of this Agreement.
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Section 5 CONTRACT PRICE, PAYMENT AND INVOICING
5.1. CON:rRACT PRICE. The CQntr:act Price In U.S. dollars fs $949,876.00. If applicable, a pricing summary is included with the Payment Sched~le.
5.2. INVOICING AND PAYMENT. MotoroEa will submit invoices to Customer according to the Payment Schedule. Except fOr a payment that is due on the Effective Date, Customer wifl make payments to Motorola withfn twenty (20) days after th& date of each Invoice. Customer will make payments when due in the form of a wire transfer, check. or cashier's aheclc from a U.S. financial Institution. overdue invoices will bear simple interest at the rate of ten percent (10%) per annum. unless such rate ~oeeds the maximum allowed by law1 In which case it will be reduced to the maximum alrowable rate. For reference. the Federa1 Tax Identification Number for Motorola, Inc. is 36·1115800.
5.3. FREIGHT, TITLE, AND RISK. OF LOSS. All freight charges wm be pre-paid by Motorola and added to the involoes. Title to the Equipment wHI pass to Customer upon shipment except that title to Software wm not pass to Customer at any time. R~k of loss will pass to, CUstotner upon delivery of the Equipment to the Customer. Motorola will pack and ship air equipment in aroordance with good commercial practices.
S.4. INVOICING AND SHIPPING ADDRESSES. rnvoices will be sent to the Customer at the following address:
The city which is the ultimate destination where the Equipment will be delivered 1o Customer fs:
The .Equipment will be shlpped to the Customer at thai following address Onsert iif this Information is known):
Customer may change this information by giving written noUee to Motorola.
Sectian6 SITES AND SITE CONDITION.S
6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement.
Customer wi.11 ·provide (i) a designated projeot manager; (ii) all necessary construction and bullding pe.rmlts, zoning varianceSr llcensesi and any other approvals that are necessary to develop or use the sites; and (iH) access to the work sites identified in the Technical and Implementation Documents as reasonabty requested by Motorola so that tt may perform Its duties 1in accordance wtth the Perfonnance Schedufe and Statement of Work. If the Statement of Work so indicates, Motorola may assist the Customer in the local buildtng permit process.
6.2. SITE CONDITIONS. Customer Will ensure that an work sites it provides wm be safe, secure, and in complJanoe with an appHca.bJe industry and OSHA standards. To the extent applicable and unless Ile Statement of Work specifically states to the contrary, customer wm ensure that these work sites witl have (0 adequate physical space ro:r the inst:aUation. use and maintenance of the System; (ii) adequate air conditioning and other environmental conditions;; (Iii) adequate electrical power outlets, distribution and equipment: for the lnstallatio11, use and maintenance of the System: and (Iv) adequate telephone or other communication lines for the installation, use and maintenance of tha Syst~m, including modem access, and adequate interfacing networking capabilities. Before installing the Equipment or Software at a work site1 Motorola will inspect the work site and advise Customer of any apparent deficiencies or non .. conformities Wtth the requirements of this Sootton. This Agreement is predicated upon normal soif conditions as defined by the version of E.LA. standard RS:..222 in affect on the Effective Date.
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6.3. SITE ISSUES. Jf Motorola or customer determines that the sites identified in the Technical and Implementation Doooments are no longer a.vailable or desired, or if subsurface, structural, adverse environmental or la.tent conditions at any site differ from those Indicated in the Technical and Implementation Documents. Motorola and Customer will promptly investigate the conditions and wm select replacement sites.or adjust the rnstallatton plans and specifications as nece.ssary. If such change in sites or adjustment to the installation plans and specification:s causes a change rn the cost or time to perform, the parties wilt equitably amend the Contract Price or Performance Schedule. or both1 by a change order.
Section 7' TRAINING
Any training to be provided by Motorola to Customer under this Agreement will be described in a written training plan that is part of the Statement of Wark. Customer will notify Motorola immediately If a date change for a scheduled training program is required. ff Motorola incurs add!Uonal costs because Customer reschedules a training program less than thirty (30} days before ~ts scheduled start date, Motorola rs entitled to recover these additional costs. · Section 8 SYSTEM ACCEPTANCE
&.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola wUI provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with :the Acceptance Test Plan.
8.2. SYSTEM ACCEPTANCE. System Ac~ptance will occur upon successful completiop · .of. the Aooeptance Tests. Upon System Aoceptanoe. !he parties will memorialize this event by promptl:y . executtng a System. Acceptance Cerdlicate. If the Acceptance Test Plan includes separate tests far indMdUlill Subsystems or phases of the System, acceptance of the individual Subsystem or phase wlU occur upon tha suooes$ftlt completion of the Acceptance Tests for such Subsystem or phase, and the parties will promptly execute an .. acceptance certificate for Ile Subsystem or phase. If Customer belleves that the Sysiem has failed the oompleted Acceptance Te~ts, Customer will provide to Motorola a written noUce that includes I.he speclfic detaits cf such faUure. If Customer does not provide to Motorola such notice within thirty (30) days after completion of the Acceptance Tests. System Acceptance will be deemed to have oooorred as of the completio.n of the Acoeptance Tests. Minor omissions or variances In the System that do not materially impair lhe. operation of Cha System as a whole will not postpon.e System Acceptance or Subsystem acceptance. but will be corrected according to a mutually agreed schedule .•
8.3. BENEFICW. USE. Customer acknowledges that Motorola's ability to perform lits lmpfementatkm and testing responsibilities undedhts Agreement may be Impeded if Customer beglns ustng the System before System Acceptance. Therefore,. Customer will not_ commence Beneficial Use before System Acceptance without Motorols~s prlor written authorization, whlch Motorola will not unreasonably withhold.
Motorola is not responsible for System pei'fmmance deficiencies that occur during unauthor1zed Beneficial Use. Upon commencement of Senefio1al Use, Customer assumes responsibUlt.y f0r the use and operation of the System. ·
8.4 FINAL PR.OJECT ACCEPTANCE. Finat Project. Acceptance wm occur after System Acc$ptance and when aH deliverables and other wori< have been completed. When Flna:f Project Acceptance occurs, the parties wm prompUy memoriatize this final event by so indicating_ in the appropriate place on the S:J1$tem Acceptance Certificate.
Sections REPRESENTATIONS .AND WARRANTIES
9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform In accordance V'Ath the Specifications in all mat-erial respects. Upon System Acceptance or Beneficial· Use, whlohever occurs first, this System functionallty representation Is fulfilled. Motorola is not responsibfe for System performance. deficiencies that are caused by ancillary· equipment not furnished by Motorola which is CSA Motorola Contract No. __ _
attached tO or used fn connection with the System or for reasons beyond Motorala;s control, such as (i) an earthquake, adverse atmos.pherlc conditions, or other natural causes; (ti) the oonstructlon cf a building that adversely affects the microwave path reHabUity or radio frequency (~F} coverage; (iii) the addition of frequencies at System sites that cause RF Tnterferenoe or Intermodulation.; (iv) Customer changes to load usage or configuration outside Ile Speciflcattons; or (v) any acts of parties who are beyond Motorola's control. ·
9.2. EQUIPMENT WARRANTY. For one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants that the Equ{pment under normal use and service will be free from material defects In materials and workmanship. If System Acceptance is delayed beyond six ·(6) months after shipment of the Equipment by events or. ca.uses within Customer's controlj this warranty expires elght~n (18) months after the shlpment of the Equipment.
9.3. . MOTOROLA SOFlWARE WARRANTY.. Unless otherwise stated in the Software License Agreement. for one (1) year from the date of System Acceptance or Beneficial Use. Whf.chever occurs. 'first Molorora warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that ara appflcable to the Motorola $.ofl.ware. If System Acceptance Is delayed beyond six (6) months after shipment of' the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Saftware. ·
9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTlES. These warranties do not appty to: (I) defe.ds or damage resulting from use of the: Equipment or Motorola:
Sofb.ivare in olh.er than Its normal, customary. and authorized manner: (H) defects or damage occurring from misuse, accident,, liquids. neglect, or acts of God; (iii) defects or damage occuning from testing, malntenance1 disassembly, repair. lnstallati.on1 alteration, modification~ or adjustment not provided or authorized in writing by Motorolai (iv) breakage of or damage to antennas unless caused directly by defeots In materlal or warkmanshlp; {v) defects or damage caused by Customer's failure to compJy with all applioabte industry and OSHA standards; (vf) Equipment that has had. the serial number removed or . made ~!legible; (vU) batteries (because they carry their own separate limited warranty}; (viii) freight costs to ship Equipment to the reparr depat; (be) scratches or other cosmetic damage tQ Equipment surfaces that does n.ot affect the operation of the Eqtdpment; and (x) normal or customary wear and tear.
9.5. WARRANTY CLAIMS. For Cusb::imer to assert a claim that -the Equipment or Motorola Software does not conform to these warrantles. ·Customer must.notify Motorola in ·writing of the· claim before the expiration1 of the warranty period. Upon receipt of such notice,· Motorola will investtgate the warranty daim. If this Investigation confirms a valid warranty clalm. Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorota Software. replace it with the same ,or equivalent productJ or refund the price of the defeotive Equipment or Motorola Software. Such action wm be the fun extent of Motorola's liability hereunder. If this investigation Indicates the warranty o:laim Is not valid1 then Motorola may 1nvotce C;ustomer for re:sponding to the claim on a time and materials basis using Mo,torola1s ·current labor rates. Repaired or replaced product is warrantecl for the balance of the original applicable warranty period. AU replaced products or parts will become the property of Motorota.
9.6. ORIGINAL. ENO USER IS COVERED. These express limited warranties are extended. by Motorola to the original user purchasing the System for commercial. indusirial~ or govemmental use only, and are not assignable or transferabf e. ·
9.7. OtSCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GlVeN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA OISCLAJMS ALL OTHER WARRANTIES OR CONDITIONS.· EXPRESS OR IMPLISO, INCLUDING THE IMPLIED WARRANTIES OF MERCHANT ABILITY AND FITNESS FOR A PART[CULAR PURPOSE.
Section 10 DELAYS
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10.1. FORCE MAJEURE. Neither party wlll be Slable for Hs non~performance or delayed performance if caused by a '"Force Majeure" whIDh means an event, cJrcumstanoe, or act of a third party that is beyond a party's reasonable control, such as an act o.f God, an act Qf the public enemy, an act of a government entity, strikes or other fabor disturbances., hurricanes, earthquakes, fires, floodsj epidemics, embargoes, war, .riots, or any other slmilar oau!>e. Eaeh party will notify the other If it becomes aware of any Force Majeure that will significantly delay performance. The notifying party will gl\l'e such notice .promptly (but in no evem tater than fifteen days) after it discovers the Force Majeur:e. If a Force Majeure occurs, the parties will execute a change ·order to extend the Performance Schedule for a lime period that is reasonable under the eirtumstanoes. ·
10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If the Performance Schedule Is delayed because of Customer (including any of its other contractors), (i) customer will make the promised payments aocordJng to the Payment Schedule as If no delay oocurred; and (ii) the parties wOl execute a change order lo ex.tend the Performance SdleduJe and, if requested by Motorola. compens.ate Motorora for all reasonable charges incurred because of such delay. Delay charges may include cos1s incurred by Motorola or its subcontractors for ,addltfonaf freight, warehousing ahd handling of Equipment; extension of the warranties; travel; suspending and re-moblllzlng the work; additional engineering, project management; and standby time: calculated at then current rates; and preparing and Implementing an alternative implementation plan. ·
DISPUTES
11.1. SETTLEMENT PREFERRED. Motorola ;and Customer; through thair respective project managers) will attempt to .settle any dispute arising from this Agreement (excep·t for a claim retatlng to intellectual property or br&aGh of confidentiality provisions) through consultation and negotiation in m:>od fail.ti and a spirit of mutual' cooperation: The dispute will be escalated to app~apriate higher-level managers. of the parties, if necessary. 1If cooperative efforts. fail, the dispute wm ·be mediated by a mediator chosen Jointly by Motorola. and Customer Within thirty (30) days after notice by one of the parties demanding non..j)ind'lng mediation. Motorola and Customer wlll not unreasonably withhold consent to the selootlon of a mediator. and they wlll share the cost of the mediation equally. The parties may postpone mediation until they have com~eted some specified but limited dlacovery about the dispute. The parties may also replaoe mediation with some other form of non-binding alternative dispute resoiutlon C-ADR0). •
11.2. LITIGATION. Any claim relating to intellectual property or a breach of confidentiality provisions. and any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months: after the date of &he initial demand for non-binding mediation as described above in Section
11.1 may be submltted by either ,party to a court of competent jurisdiction In the state in which the System is installed. Each party consents to jurisdiction over It by such a court:. The us& of ADR procedures wm not be ·considered under the doctrine of laches; waiver, or estcppel tO affect adversely the rights. of either party. Either party may resort to the Judicial proceedings described in this ,section before the expiration. of the (Wo .. month ADR petiod if (I) good faith efforts to resolYe the dispute under these procedures have been unsuccessful; or {ll) Interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, a.gents, employees, customers, supp1lers.1 or subcontractors.
Section 12 DEFAULT AND TERMINATION
12 .. 1 O,EFAULT BY A FARTY. If either party falls to perform a material obllgatlon under thfs Agreement. the other party may consider the non·performing party to be fn default (unless a Force Majeura causes such fallur,e) and may assert a default claim by gMng the non-pedorming party a written and detailed notice of default. Except far a default by Customer for failing to pay any amount when due under this Agreement whleh must be cured immediately, the defaulting party will have thirty (30) days after receipt of the nolice of default to either (i) cure the default or (Ii) lf the default is not curabfe within thirty {30) 9.ays, to provide a written cure ptan. The defaulting party will begin impiement!ng the cure plan immediately after receipt of notice by the other party that it approves the plan. If Customer is the defaulting party. Motorola may stop work 011 the project until it approves the Customer's ,cure plan.
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12.2. FAILURE TO CURE. If a defaulting paiiY fails to cure the default as prov!ded above In Section
12.1, unless otherwise agreed in writing, the non-defaulting party may terminate any unfulfllled portion of this Agreement. tn the event of such termination, the defaulting party will promptly rerum to th& non- . defaulting party any of Its Confidential Information (as defined in Section 15.1 ). If Customer Is the non defaulting party, terminates this Agreement as permttted by this Section. and completes the System through a third party, Customer may as its exdusive remedy recover from Motorola reasonable costs incurred to complete the System to a capabrlity not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer agrees to use Its best efforts to mftigate such costs and to prov1de Motorola with detailed invoices substantiating the charges. · Section 13 INDEMNIFICATION
13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola win indemnify and hold Customer harmless from any and all liability, expense, judgment, suit. cause of action, or demand for personal Injury, death, or direct damage to tangible property which may accrue against customer to the extent it Is caused by the negHgence of Motorola, Its subcontractors, or their employees or agents, 'While performing their dutlles · under this Agreement, provided that customer gives Motorola prompt, written notice of any such c!alm or suit. Customer shall c-0operate with Motorola Jn its defense or seWemerit of such claim or suit. This section s.ets forth the full extent of Moto.ro!a's general Indemnification of Customer from liabiHties that ara In. any way related to Motorotds performance under tliis Agreement.
13.2. GSNERAL INDEMNlTV BY CUSTOMER. Cus!omer wm lndemntfy and hold Motorola harmless from any and all liabOlty, expense. Judgmen.t, suit. cause of action,. or d~mand for persona:! Injury, death, or drrect damage to tangfble property which may accrue against Motorola to the. extent it is caused bY.'. the negligence of Customer. !ts other contractors~ or their employees or agents. while performing their d'atles under this Agreement. ·provided that Motorola gives Customer prompt1 written notice of any such claim or suit. MotoroJa shall cooperate with Customer in its defense or settlement of such claim or suit. This section sets forth the full extent of Customer's general !ndemnification of Motorola from liabilities that are in any way :11elated to C·ustomer's performance under thls Agreement,
13.3. . PATENT AND COPYRIGHT INFRINGEMENT.
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13.3.1. Motorola will defend at its expense any surt brooght'against Customer to the extent that jt is ba&ed on an Infringement ora.im, and Motorola will indemnify Custom.er for 1hose costs and damages flnatly a.warded against Customer for an Infringement Claim. Motorola's duttes to defend and indemnify are conditioned upon: (i) Customer promptly notifying Motorola In writing of such Infringement Claim; (ii) Motorola having sore ,control of the defense of such sutt and all negotiations for Its settlement or compromise;. (Iii) Customer providing to Motorola cooperation and, if requested by MOtorola, reasonable assistance in the defense of the Infringement Clafm.
13.S.2. "If an l_nfri11gement Claim occurs, or ln Motorola's opinion is likely to o~ur,. Motorola may at its option and expense. procure for OUstomer l.'he right to continua using the Equlpment or Motorola Software, · replace or.modify It so tha.t tt beco.mes: ncn-fnfringing while providing functionally equivalent performancej or grant Customer a credit for such Equtpment or Motorola Software as depreciated and aocept its return.
The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Mototola Software. ·
13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that ts based upon (I} the combl.nation of the Eq<Jipment or Motorola Software ~ith ·any software, apparatus or device not furnished by Motorola; (ii) the use of ancillary equipment or software not furnrshed by Motorola and that is attached to or used in conn:eotion wfth the Equipment or Motorola Software; (iii) any Equipment that la not Motorola's design or formula; (iv} a moomoouon of the Motorola Software by a party other than Motorola; or (v) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liabHity of Motorola with respect to infringement of patents and copyrights by the Equtpment and Motorola Software or any parts thereof.
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Seetion 14 LIMITATION OF LIABILITY
This limitation of liability provision shall apply notwithstanding any contrary provision in this Agreement Except for personal injury or death, Motorola's total HabUity, whether for breach of contract, warranty. negligence, strict ltabllity in tart, indemnification, or othe.rwi.se, will be limited to the d'frect damages reCOV'erable under law, but .not to exceed the price of the Equipment, Software .• or services with respect to whfch losses or damages. are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSlBtLITY
OFSUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY . COMMERCIAL LOSS; INCONVENleNCE; LOSS OF use. TIME, DATA1 GOOD Will, REVENUES, 'PROFITS OR SAVINGS; OR OTHER SPECtAL. INCIDENTAL, INDlRECT, OR CONSEQUENTIAL DAMAGES lN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE
OF THE EQWPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This !Imitation of liabnlty will survive the expiration or termination of this Agreement No action for breach of this .Agreement or otherwise relating to the transactions contemplated by this Agreement may be bmught more than one (1) year after the .accrual of such cause of action, except for money due upon an open account. · Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION.
15.1.1. During the term of this Agreement, the parties may provide each other with Confidential Information. Fer the purposes af this Agreement. •eonfidential Information .. is any infomlatlon disclosed in \Vl"nten. graphic, verbal1 or maahlne-reoognizable form, and Is marked, designated, labeled or identified at the trme of disclosure· as betng confidentfial or its equivalent; or if In ·verbal form is identified. as oonfidentfal or propr:letary at the time Of disclosure and confirmed in wrmng within thirty (30) days of such disCilosure. · Notwithstanding any other provtsfons of this Agreement, Confidential Information shall not tnc1ude any mformatfon that (I) is or becomes publicly known through no wrongful act of the receiving partv: 01) is already known to the receiving party without restriction when it Is disclosed; (iU) Is~ or subSequently ·becomes. rlghtfully and without breach Of this Agreement. ln the receiving party's possession without any obligation res:tricti.ng disclosure; (iv) is independently developed by the receiving party without breach of this Agreement; or (v) ls expl!citty approved for release by Mitten authorization ,of the d[sclosing :Party. ·
15.1.2. Eaoh party will: (i) maintain the oonfidentialtty of the other party's Confideotia~ Inform atlon and not disclose it to any third party. except as authorized by the disclosing party in writing or as required by a court of oompetant Jurisdiction; (Ii) reslriot disclosure of Confidentml Information to its employees who have a uneed to knoW' and not copy or reproduce such ConfldentiaJ Information; (111) take necessary and appropriate precautions to guard the confldenttality of Confidential Information, including informing its employees who handle such Confidential tnformation that it is confidential and not to be disclosed to othersi but such precautions shall be at !east the same degrQe of care that the receiving party applies to its own aonfldantia! infarmatfon and shall not be less than reasonable care; and {Iv) use such Oonfldentfal lnfonnation only in furtheranoe of the performance of this .Agreement. Confidential Information is and sha!J at all tfm,es remain the prop~rty of the disclosing party, ·and no grant of any proprietary rights in the Confidentta, Information is hereby given or intanded, including any express or.implied license. other than the limited right of the recipient to use the Confidential tnforma:tion Im the manner and to the extent permitted by this Agreement
15.2. PRESERVATION OF MOTOROLA'S PROPRJETARY RIGHTS.
15.2.1. Motorola1 the third party manufacturer of any Equipment, and thE;J copyright owner of any Non· Motorola Software own and retatn all of their respectiv·e Proprietary · Rt,ghts in the Equipment and Software. Nothing in this .Agreement is intended to restrict the Proprietary Rights of Motorola. any oopyrlghtowner of Non-Motorola Software, or any third party manufacturer of Equipment. AU intelleotuat property developed. origfnated, or prieparecl by Motorala rn connection with providing to Customer the CSA. Motorola Ccnli'act No. __ _
Equipment, Software, or related services remain vested exclusively In Motorofa, and this Agreement does not grant to Customer any shared development rights of lntellectuat property. 1;:;.2.2. Except as explicitly provfded in the Software Ucense Agreement nothing in this Agreement will be· deemed to gran~ either directly or by ~mplieation, estoppel, or otherwise, any right. titJe or interest in Motorola's P1oprietary Rlghts. Customer agrees not to modify, disassemble, peel components, decompile, otherwise reverse engfneer or attempt to reverse engineer, derive source code or create derivative works from, adapt, lranslate, merge wtth other software. reproduce, distribute, sublicense, sell or export the Software. or permit or encourage any third party to do so. The preceding sentence shall not apply to Open Source Software whlctl is governed by the standard license of the copyright owner.
Section 16 GENERAL
16.1. TAXES. The Contract Prroe does not include any amount fer federal~ state, or local excise, sales. lease, service. rental, use, property, oooupatlon, or other taxes, assessments or duties (other than federal. state. and ~ooal taxes based on Motorola's inoome or net worth), all of whtoh wUI be paid by Customer ~cept as exempt by law. If Motorola Is required to pay or bear,the burden of any such tax:es, Motorola will send an Invoice to Customer and Customer Will pay to Motorola the amount of such taxes (including any a.ppltcable Interest and penalties) within twenty (20) days after the date of the invoice.
Customer will be solely responsible for reporti.ng the Equipment for personal property tax purposes.; Hl.2~ ASSIGNAB!UTY. Neither party may assign this Agreement without the prior written oonsentof the other party, ex:cept that Motorola may aseiign this Agreement to any of its affiliates. or its right to receive paY1Ttent without the prior consent of Customer.
16.S. SUBCONTRACTING. Motorola may subcontract any portion .of the work, but such subcontracting wttl not relieve Motorola of its duties under this Agreement.
16.4 WANER. Failure or delay by either party to exercise any right or power under this Agreement will not opera!e as a waiver of such right or power. For a waiver of a right or power to be effective. it must ba in writing signed by the waiving party. An effective waiver ·Of.a right or power shall riot be construed as either {!) a fUture or continuing waiver of that same right or power, or (ii) the waiver of any other right or power.
16.5. SEVERAB1UTY. tf a court of competent jurlsdlcuon renders any provision of this Agreement (or portion of a provision) to be invalid or otherwise unenfo~able, that provision or porl'Jon of the provision Will be s.evered and the remainder of this Agreement wm continue in full force and effect as If the invalid provlslon..or porHon af the provision were not part of this Agreement. 16J8. INDEPENDENT CONTRACTORS. Each pa·rty shaJI perform· its .activities :and duties hereunder ·Only as an fndependent contractor. The parties and their personnel shall not be considered to be empJo.yees or agents of the other party~ Nothing In this Agreement shall be Interpreted as granting either party the right or authority to make. commitments of any kind for the other. This Agreement shall not ·constitute~ create, or in any way be interpreted as a joint ven'l\lre1 partnership or formal business organization of any kind.
16.7. HEADINGS AND SECTION REFERENCES.. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a !imitation of the scope of the particular section to which the heading refers. This Agreement. wm be fairty interpreted in accordance with Its terms and conditions and not for ·or against either party.
16.8. GOVERN.lNG LAW. This Agreement and the rights and duties of the parties wilt be governed by ar:id Interpreted in aooordancewith the laws of the State in which the System is installed. 1 Et9. ENTIRE: AGREEMENT~ This A,greement including all Exhibits, constitutes the entire. agreement of the parties regarding the subject matter hereof and supersedes all previous agreements, proposals, CSA. 10
Mi:lmrola Contniie:t No,--·-~-· __ _
and understandings, whether written qt oral, relating to such subject matter. This Agreement may be altered1 amended, or modffied only by a written instrument signed by author!zed representatives of both parties. The preprinted terms and conditions found on any Customer purchase order. acknawledgment or other form wl!I not be considered a.n amendment or modification of this Agreement, even tf a representative of each party signs ;such document ·
16.10. NOTICES. Notices required under this Agreement to be given by one party to' the other must be ln 'Mitlng and either delivered in person or sent to the address shown below by certlfled man. return receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), or by facsimile with conect answerback received, and shall be effective upon receipt
Motorola, Inc.
Attn: Commercial Law Dept.
6450 Sequence Drive
San Diego, CA 92121
fax: ass 404-2594
Customer
Attn=------~----
16.11. COMPLIANCE WITH APPLICABLE LAWS. Each party will co.mp1y with all applicable federal, state.. and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer Will obtain and comply with all Federal Communications Commission rFCCN} licenses and authorizations required fOf the installation, operation and use of the System bedore the scheduled lnstallation of the Equipment. Although Motorola might assist Customer ln the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer· in FCC or other m~tters.
Hl.12. AUTHORITY TO EXECUTE AGREEMENT. Each party tepresenis to the other that (i) it has obtained an necessary approvals, consents and authorizations to enter Into thiJs Agreement and to perform. Its duties under this Agreement; (if) the person executing thls Agreement on tts behalf has the authority ta do so: (Ill) upon execution and deltvery of thls Agreement by the pames1 it is a valid and binding contract. enforceable in accordance \II/Ith Its terms; and rw:) the execution, delivery,. and performance of tros .Agreement does not violate any bylaw, charter, regulatlont law or any other goveming authority of the party.
16.13. SURVIVAL OF TERMS. The following provisions shall sui-Vive the expiration or termtnation of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-.Motorola Software): if any payment obUgations exist, Seid.ions 5.1 and 5.2 (Contract Price and Invoicing an.d Payment); Section 11 (Disputes): Section 14 (Limitation of liability): and Section 15 (Confidentiality and Proprietary Rights); and aU of the General provisions in Section 1~. .
The parties. hereby enter Into this Agreement as of lhe EffeGtive Date.
CSA.
Motorola C'onltaot No. __ .....,
Customer
By._..,,..,...~~~ ....... · -· . ....._· .·-
Name:___.£/? ..... ""'"·-· __.W.___:c::t:>_. ----
C"Z.fi Title;_._......., ________ ........
Date: __.~-..,~bo_7...,../pq........,. .. ----
.
. PORM-APPROVB'D
&tLVANO e. MARCHESl. Coo c
. . ~
BJ Deputy
1. i
Exhibit A
Software License Agreement
. '
CSA. 1
l'lltototola C011tract No. __ _
Exhibit A
SOFTWARE LICENSE AGREEMENT
This Exhibit A Software Licensa Agreement rAgreement") !s between Motorola1 Inc •• ("Motorofa"), and Conb'a Costa County ("Licensee").
For good and valuable oonsiderauon. the parttes agree as follows:
Section 1 DEFINlTIONS
1.1 QDesfgnated Products" means p.roducts provided by Motorola to Licensee with which or for which the Software and Documentation Is l!i~ensed for use. · ·
1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software . (Including a~l physloal or eleatranlo media upon wfilch such information is provided).
1.3 . "Open Source SOftlivare,. means software with either freely obtainable source <:ode. license for modifi-cation, er permlssJon for free disbibution.
1.4 liQpen Source Software License~ means the terms or conditions under which the Open Source Software is licen$ed.
1.5 "Primary Agreemenr means the agreement to which this exhibit ts attached.
1.6 "Security Vulnerabillty" means a flaw or weakness in system security procedures, design.
Implementation. or internal controls that could be exercised {aocidentally triggered or intantionatly exploited) and result In a security breach such that data is compromised~ manipulated or stolen or the system damaged. · ·
1.7 •software• (i) means proprietary software in object code format. and adaptations. translaoone:. de- compilations, disassemblies, emulations, or derlvatilve works of such sofhvare; (it) means any modifications. enhancements, new versions and new releases of the software provided byMctorola; and (iii} may contain one or more ttems of software owned by a third party supplier. The term "Software" does not lnc:lude any third party software provided under separate license or third party software not licensable under the terms of this Agreement.
Section 2 ·scOPE
Motorola and Licensee enter into this Agreement in conn:ection with Motorola's delivery of certain proprietary Software or pro{ju:cts containing embedded or pre..toaded proprietary .Software1 or ba,fh. This Agreement contains the terms and conditions of the license Motorola is providing to 'Licensee, and Licensee's use ,of the Software and Documentation. ·
Section3 GRANT OF UCENSE
3.1. Subject to the provisions of thts Agreement and the payment of applicable license fees. Motorola grants to Ucensee a personal. limited, non~transferable (except as permitted in Seel.km 7) and non· exclusive license under Motorola's copyrights and ConfidenUal Information (as defined ln the Primary Agreement) embodfed In the Software to use the Soft\i\lare, In object oode form, and the Documentation solely iin connection with L!censee4s use of the Designated Products. This Agreement does not grant any rtghts to source code. ·
Motorola G&PS Exhibit SI.A 010308 .
3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and oondftions governing the use of such Open Source Software are In the Open Source Software licenses of the copyright owner and not this Agreement. If there Is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open source Software Licenses governing Licensee's use ofthe Open Source Software, the terms and condiUons of the license.grant of the applicable Open Source Software Licenses win take precedence over the license grants in this Agreement. lf requested by Licenseei Motorola will use commercially reasonable efforts to: {I) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Ope,n Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that llcense may be found);. and, {iii) provide licensee a ·copy of the Open Source Soft.ware source code, without charge, if lt is publicly avatlable (although distribution fees may be applicable).
Sectio~ 4 LIMITATlONS ON USE
4 •. 1. · Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Softvilare avallabte for use by third parties on a 11'tlme sharing,1111app1tcatlon :service provider;" or "servloe bureau• basis or for any other simltar commerc~al rental or sharill'lg arrangement.
4.2. Licensee wilt not, and will not allow or enable any third party to: (i) reverse engineer, dfsassembJe,, peel oomponentsi decompile, reprogram or otherwise reduce the Sofl\Nare or any portton to a human perceptible form or otherwise attempt to recreate the source code; (Il) modify. adapt. create derivative works of~ or merge the Software; (!ii) copy, reproduce. distribute. lend, or lease the Softwam or Documentation ta any third party, grant any sublieense or other rights In the Software or Documentatfon to any third party, or take any action that would cause the Sottware·or Documentation to be placed 1n the publlo domain; (iv) remove, or in any way alter or obscur~, any copyright notice or ·Other notree of Motorola's proprietary rights; (v) provfde. copy,. vansmi~ disdose1 divu19" or make the Software or Documentation available kl1 or permit the use of the Software by any third party or on .any machine except as expressly authorized by this Agreement; er {vl) use, or permit the use of; the Software in a manner that would result in the produdlb:n of a oopy of the Software solely by activating a machine eontaln1ng the Software. Ur:::ensee may make one copy of Software to be used sol!ely for archlva1, back up. or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the &ame time as the original Satmare !s being operated. Licensee may make as many copies of the Documentation as it may reasonab!y require for the internal use ·of lhe Software.
4.3. Unless othel'Wise authorized by Motorola rn writing, Licensee will not. and wm not enable or anew any third party to: 0) install a licensed copy of the Software on more than one unit of a Designated .
Product; or (ii) oopy onto or tansfer Softllvare installed In one unit of e. Designated Product onto only one other de\lfoe. licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, If Licensee provides written notice to Motorola of the temporary transfar and identifies the device on whicll the Software Is transferred.
Temporary :transfer of the Soflware to another device must be discontinued when the origina' Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4. When ustng Motorola's Radto Servic:e Software ("RSS"). Uoensee must purchase a separate license for each location at which Licensee us.es RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or acces$ R.SS remotely.. Licensee may make one ,copy of RSS for each llcensed location. licensee sh.all provide Motorola with a list of al1 locat1ons at which licensee uses or Intends to use RSS upon Motorola's 1request.
4.5. licensee will maintain. during the term of this Agreement and for a period of two years Chereafter, accurate records relating to this license g.rant to verlfy oompliance with this Agreement. Motorola or an Independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable Motorola G&PS Emiblt SJ.A 010008
. !
. prior notToe lo Licensee, during Licensee's normal business hours and subject to Licensee's faolliw and security regulations:. Motorola is responsible for the payment of all expenses and costs of the Auditor.
Any.information obtained by Motorola and the Auditor will be kept In strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of thls :Agreement
Sectlon 5 OWNERSHlP AND TITLE
Motorola, its llcensors. and res suppliers retain all of their proprietary rights In any form in and to the Software and Documentation. including, but not limited to, alt rights. in patents, patent applications, ~nventioris, copyrights, trademarks. trade secrets, trade names, and other proprietary rights in or relating to the Softw.are and Documentation (Including any corrections, bug fixes, enhancements, updates. modi'ffoatlons, adaptations, translations. de-oompftatlons, disassemblies, emulations to or derivative works from the Software or Documentat?on1 whether made by Motorola or another party, or any Improvements that .result from Motorola's prooesse$ or, provision of information services). No rights are granted to Licensee under thls Agreement by l.mplication, estoppel or othel'Vilise, excep't for those rights Which are expressly granted to Uoensee in tl:lts Agreement. All intellectual property developed, originated. or prepared by Motorola in connection with providing the Software~ Designated Products. Documentation or related services. remains vested excfusively in Motorola, and Licensee will not have any shared develo:pment or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
· 6.1.. The commencement date and fhe term of the Software warranty will be as slated In the Primafy .Agreement (the 'Warranty Period"). If Licensee is not 1tn breach of any of its obllgatiom; under this Agreement1 Motorola warrants that. the unmodlfied Software, when used properly and In accordance with -the Documentation and this Agreement, w:fll be tee from a reproducible defect that eliminates the funotiona[ity or successful operalon of a ieature1 critical to the primary functionality o:r successful operation of the Software. Whether a defeot occurs will be determined by Motorola solely wUh reference to the Documentation. Motorola doe& not warrant that Licensee's use of the Software or the Designated Products wlH be uninterrupted, error~free1 completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to, any third party software included in the Software.
6.2. Motorola's s'Ole obllgalion lo Licensee and Ucensee•s exclusive remedy under this warranty is to use reasonable efforts to ·remedy any material Softw'are defect covered by this warranty •. These .efforts will involve e'lther replacing the media or attempting to correct slgnificantf demonstrable program or dooumen!ation errors or Security Vulnerabilities" If Motorola cannot correct fhe defect Ylrithin a reasonable time. then at Motorotiis optlon. Motorola wttl replace the defective Software with functlonally@equivalent .
Software, license ta Licensee substitute Software Which will accomplish the same obJective, or terminate the license and refund the Ueensee's paid license fee.
6.3. Warranty claims are described Im the Primary Agreement
6.4. The express warranties set forth in this Section e a.re in Heu of; and Motorola disclaims, any and' an 0th.er warranties (expres$ or implied, cra1 or written) With res:pect to the Software or Documentation, including. without Umitat!on, any and an imptted warranties of condition, title, non~lnfrin,gement~ merchantabillty. or fltness for a partlcular purpose or use by Licensee (whether or net Motorola knows, has reason to knowt has been advlsed, or Is 1otherwise aware of any such purpose or use), whether arising by law, by reason of ieustom O·r U:t;;age of trade, or by course of deaUng. In addition, Motorola disclaims any warranty to any person other than Ucensee with respect to the Software or Documentation.
Motorola Ga.PS E.xhibit SLA 010308
Section 1 TRAN$FERS
licensee may assign this SLA to the East Bay Regional Communications System Authorlty (ESRCSA) at. the licensee•s discretion otherwise Licensee wTll not transfer the Software or Documentation to any third party without Motorola's prlar written consent. Motorola's consent may be withheld at Us discretion and may be conditioned upon transferee pa)'in.g all applicable license fees and agreeing to be bound by this Agreement. :If the Oes~gnated Products are Motorolars radio products and Licensee !ransfers ownership of the Motorola radio products to a third party, Licensee may a:sslgn Its tight to use the Software (other than RSS and Motorola's FlASHport® software) which is embedded In or furnished for use with the radio products and the related Documentation: piovfded that Licensee ·transfers all copies of the s.oftware and Oooumentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon reque.st, obligating the h"ansferee to be bound by this Agreemen.t.
Section 8 TERM AND TERMINATION
8.1 Ucensee's right tO use the Software and Documentation will begin when the Prilmary Agreement. ts signed by both parties and wm continue for the life of the Designated Products with which or for which the Software and.Ooet.1mentatlon have been provided by MotorolaJ unless Ucensee breaches this Agreement. in which case this Agreement and Ucensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola:. ·
8.2 Within thirty (30) days after termination of this Agreemen~ licensee must certifY in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that aU ooples of the SClftware and Documentation have been retumed to Motorola or destroyed by Uce.nsee and are no longer In use by Licensee.
8.3 · Licensee acknowledges that Motorola made a considerable investment of resour,ces in the development. marketing, and distribution of the Software and Documentatton and that Licensee's breach of this Agreement wilf result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement. Motorola may term.inate this Agreement and be entlHed to all available remedies at law or in equfty (including Immediate Injunctive relief end repossession of all 11on,..embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government).
Section 9 UNITED STATES GOVERNME.NT LlCENSING PROVl,SIONS This Section appfies if Licensee is the United Stales Government or a United States Govemment agency.
Licensee's use. duplication or disclosure of the Soft.ware and Documentation under Motorola's oopyrlghts or trade secret rights Is subject lo the restrictions: set farth in subparagraphs (c)(1) and (2) of the Comm~rcial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987). if applicable. unless they are being provtded to the Department of Defense. If the Software and Documentation are being provided to th& Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation Is subject to the restricted rights set. forth In subparagraph (c)(1 ){Ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013(OCT1988), rf applicable •. The Softl.vare and Documantafion may or may not include a Restricted Righ~ notioe1 or other notfce referring to this Agreement. The provisions of this Agreement will continue to apply1 but only to the extent that they are consistent with th~ rtghts provided to the Licensee under the pr(Wisions of the FAR or DFARS mentioned abovej as applicable to the parttcular procuring agency and procure~ent transaction.
Section 10 CONFIDENTIALITY
Uaensee acknoWledges that the Software and Documentation contain Motorola1s valuable proprietary and Confidential Information and are Motorola's b"ade secrets, and that th!:) provisions in the Primary Agreement concerning Confidential lnformatton apply.
Motor~la G&PS E~hlbll SI.A 010308
Section 11 LIMITATION O.F LIABILITY
The Umita1fon of Uability provision Is described In the Primary Agreement Section 12 ' NOTlCES
Notices are descrrbed in the Primary Agreement.
Section 13 GENERAL.
13.1. COPYRIGHT NOTICES. The existence oh. eopynghtnottoe on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure· of any trade secrets associated. with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that t~e Software is subject to the laws and regutations of the United States and Lleen.see will comply with all applicable laws and regulations, indudtng rexport laws and regulations of the United States.. Licensee will not, without the prior .authoriza'lfon of Motorola and Ule appropriate govemmental authority of the United States, in any form export or re--export. sell or resell. ship or reship, or divert,. through direct or im:lirect means, any item or technical data or direct or indirect products ~old or otherwise furnished to any person wlttlln any territory for which the United States Government or any of its agencies at the time of ttle action~ requires an export license 1or other govemmentar approval. Viofa11ion of this provision is a material breach of this Agreement
13.3. ASSIGNMENTS ANQ SUBCONTRACTING. Motorola. may asslgn its rights or subcontract its obligations under this Agreement, or encumber or sell Its rights in any Software, with prior approv.al by the licensee. Ucensee's may not unraasona~!y withhold or def ay approval.
13.4. GOVERNING LAW. This Agreement Is governed by the laws of the United States to the extent that they ap;>Jy and otherwise by the intema! substantive laws of the State to which the Software is shipped if Licensee fs a sovereign-government enmy, orlhe internal substantive laws of the State of llnnols if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Bale of Goods do not apply. In the. event that the Uniform Computer Information Transaction Act1 any version of this Act. or a substantfally similar law (collectively "UCITA''} becomes appllcable to a party's performance under this Agreement. UCITA does not g<Wern any aspect of this Agreement or any lioernse granted under this Agreement. or any of the partres• rights or oblfgations under this' Agreement The goveming law will be 1hat iA effect prior to the applicability or UClTA. .
13.5. THlRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Uoensee. No third pa.rty has the right to make any claim or assert any right under this Agreement. and no third party is· deemed a beneficiary of this Agreement. Notwi:thstanding the foregoing, ariy licensor or supplier of' third party software Included In the Software will be a direct and intended third party beneficiary of this Agreement.
13.6. SURVIVAL. Seottons4, 5, a.a, 7, 819,10, 11and13 survive the t.ermination.ofthis Agreement
13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary .Agreement, lhe parties agree that this Exhibit prevails. only with respect to the specific subject · matter of this Exhibit. and not lhe Primary Agreement or any other exhibit as it applies to any other subject matter.
13.8 SECURITY. Motoro1s.•s ~nfor.matiion Assurance :Polley addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acqufsltion of third party Motorola G&PS Exhibit SL.A 010306
I
I
j
. ~
1 Software ta limit Security Vulnerabilities. WhHe no .software can be guarantee-0 to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola vi.~11 take the steps set forth in Section 6 of this Agreement.
Motorola G&PS Exhfblt SLA 0'!0308
ExhCblt e·
Payment Schedu.le
CSA. Motorola coniract No, __ _
Contra Costa County- Nichol Knob
Februaey 20, 2008
Pricing Summary and Payment Terms ·
System Integration of :P25 RF Site Equipment ..
EBRCS
Description ~
I Equipment list and Statement ofWork
Payment Ter.ms
> Execution of Contract
)> Shipment of Staged RP Equipment from
Motorola CCSI to the Field Staging Area
> Completion of installation ·
> Project Finalization
Payment due Net 30 Days from Invoice Date
Motomfa, Inc.,
64SQ Sequmce Drive. San Oiego, CA 9'lt2l U.S.A. Tel: +I 853 51&..2222 Qty
1 Unit Cost
$919,816.00
Subtotal
Sales Tax
Freight
Total
30%
50%
10%
10%
Extended Cost
· $9192876.00
$919,876.0Q
30;095.00
NIA
$949,97tOO
$ 284,991.30
$ 474,985.50
$ . 94,997.10
$ 94,997.10
ExhlbltC
Technical and Implementation Documents
CSA. 1
Motorola Contract No, __ _
$ystem Description
Contra Costa West Cell System
--Nichol Knob (RF Site)
SYSTEM DESCRIPTION
Motorola is providing ~s proposal for the Nichol Knob site located in the Point Ricbmond area of the Contra Costa West Cell. The Nichol knob site \Vill complete the equipment requirements for the implementation of the Contra Costa West Cell design.
This system description provides information regarding tb.e equipment for tlie Nichol Knob site and ideritlfies the existing equipment that has been purchased and is ready to implement in the Contra Costa County West Cell. At the completion ofthe installation and optimization of the sites listed below, Motorola will perfol.'IIl a Coverage Acceptance Test Plan (CATP) of the completed Contra Costa West Cell. • CCCWest:
l. NicholKnob
2. 10900 San Pablo
3. Pearl Reservoir
4. Turquoise - Prime Site
• Niehol Knob. (RF Site)
The Nichol Knob site is; an undergiround shelter that is shared between the City ,of Richmond~ s trunked system and Contra Costa County (County). The shelter is split in half with Richmond on one side and County on the other.
This site will require special care when bringing this equipment into the shelter due to the weight and narrow opening at the top ofthe shelter. Motorola has done a · preliminary site walk with County to identify ways to create. room for the n.ew site equipment The easiest method identified requires the re-location ofsome of the existing equipment to a wall mount or over .. head mounting method. ltre ·or disclosure of thi:r prt;prJ'i(l/ 11$ subject Ill the TBJrictWlt: "11 the lllk f?OC!!· ' Ml)loro/a Col{fidMl!lal Proprlttmy
. J.ihrr:li 3, 10D8
l
EAST BAY REGIONAL COIVJMUNICATIONS SY~M
CONTRA CosrA WEST CELL.
The existing tower used for the antenna systems is loaded fairly well. It may required that some existing antennas be ren1oved or re-located to accommodate the two Omni antennas required fur the CCC West 1.0 ch.annel system.
The installation at this site will require some collaboration between County and the City of Richmond. The open wall or ceiling areas available for the relocation of equipment is located on the Richmond portion of the shelter.
Qty
-··- .
3 2
1 1
1 1
1 3
1 a
150
1 2
1 2
1 2
2 4
2 10
10 10
10 1
3 1
1 1
1 1
12 Nichol Knob Equipment List
Nome11clature
TRN7343
· DSJ4900B
ST2500
ST2511
DSPREM1203F
OKN6119
DSTRAK92003DC
OrSTRAK91061
DSTRAK91071
TDN9714
L1700
DSPREM891830
DSPREM880460
DSPREM892060
DSPREM890220
DSPREM821260
DSPREMB22560
DSPREM8010155
DSPREM81230
DSPREM1239
T7039
X153AW
CA00855AA
CA000!25AF
F4544
V592
V260
V80~
f 4568
OQLMHF6325148AL 1
OQWLBG800M$T
DQSP4KHAM20B1A
Description ·
----- ... ~
SEVEN AND A HALF FOOT RACK
HP PROCURVE SWITCH 26268
S2500 MULTtPROTOCOL WAN ROUTER
$2500 FLEXWAN DAUGHTER BOARD
CABLE 5FT DB25M TO V.35F STRACGHT ·
CABLE,V.35;FLEXVVAN,DTE 10FT
DISTRIBUTION. CHASSIS
FOUR PORT DOM
FOUR PORT IRIG B TIME CODE FDM
114" CONN N MALES FLEX PLTD
1/4" SUPERFLEX POLY JKT PER FOOT
UNIVERSAL ENCLOSURE TENSR 800
CPU 2T1 E1 RCON BUS.CONNECT
8T1 E1 IF CARD 32K WITH MODEM
DC POWE>R SUPPLY 48 voe
2 PORT v 35 HSU CARD WITH os2·sF
10 PORT LD"SRU CARD
DUAL T1 E1 WAN CARD
CSU PLUG IN MODULE
YADAPTER 1:1 WAN REDUNDANCY
GTR 8000 BASE RADIO
ADD: RACK MOUNT HARDWARE
ADD~ 700/800 MHZ. MlD POWER
ADD: ClRCUlT BASSO MULTISITE BAS~ R
SITE MANAGER.ADVANCED
MD TERM BLCK. & CONN WI
ADD: 48 VDC PS TO SM
ADO: SDM3000 ASTRO F/W FORA.6.7/7.0
R~MUX 1004
325 AMP 48VDC N+1 REDUNDANT POWER
s.
800 AH 48 voe MEDIUM RATE VLRA BATT
BREAKER, 20 AMP
U.s1? or disc!OJt.rr~ 1;1/1l1is prapcsal i$ $11.hjec! to Ifie re$1rlclions on 1~e lfde f)tlge.
Matamlu Cc11ftdmtial f'rap1iero:iy
jll/lll'flf 3'~. 1008
8 DQSP4KHAM10B1A
6 OQSP4KHAM5B1A
3 OQSP4KCDPD100B1A
3 DQBPKR1948VL18R
3 OQBCKKBPKR
1 061400
2 BLN6200
1 DQ7489A06211TA10PR
2 OQBC060010EDIN25
2 DSL4PDMRC
100 L1705
a rroso57AA
1 TT05061M
2 CSL5TOFPS
160 l3323
1 DSDSXLMABF
1 OSXLDMABF
2 CDN6579
2 DSF4POMV2C
100 . L1702
2 CON6579
1 DSL5SGRIP
3 TDN6674
4 IDN9289
150 L1713
4 TDN7547
1 DSL6SGRJP
2 DSUITOFPS
1 DSL4APDMOM6
2 TDN9289
1 ·oDN9385
1 CDN1159A
j
SYSTEMDEScrumoN
BREAKER, 10AMP
&\CIRCUIT 6REAKERS
BREAKER. CDPD, .100 AMP
48voe19 1' RACK MOUNT BREAKER
. PANEL
CLEAR REAR COVER BPKR PANeL
120V 2·20A RACK MOUNT SURGE
PROTECT
AC POWER STRIP, 6 OUTLET
MULTlCOUPLER TXRX a06.S69 .MHZ 10 CH
OMNI Dl~RECTIONAl ANTENNA 10 DBD. 80
1/2" 7 46 DIN MALE RING ~LARE CONN
112" LOF HEUAX POLY JKT PER FT
~DO: 7-16 DIN MALE,. PS, ANTENNA END
ADD: N MALE, PS, ANTENNA ENO
7·16 DIN FEMALE CONNECTOR-POSITIV
716" AVA HELfAX POLY JKT PER FOOT
PCS MICRO FILTER PROTECTOR WIBF
BRA
COMBINER PROTECTOR 800-.2300 MHZ
DIN
112" N MALE PLATED CONNECTOR
1/2" 7116 DIN MALE CONN SFLEX
1/Z' SUPERFLEX POLY JKT PER FOOT
112" N MALE PLATED CONNECTOR
118"' SUPPORT HOIST GRIP
5/8" - 7/8" CABLE GROUND CLAMP KIT
CABLE WRAP WEATHERPROOFING
1·11411 LDF HEUAX POLY JKTPERfr
1-1/411 CABLE GROUND CLAMP KIT
t .. 1/4" SUPPORT HOIST GRIP
DIN FEMALE TRIMETAL CONNECTOR ...
PCS
112~ JUMPER 7116 DIN MALE 6'
CABLE WRAP_ WEATHERPROOF,ING
N FEMALE. POSITIVE STOP
112'' SF CONN 7-16 DIN MAL.E AA
f/Je t>Y dilt!fosurt: o/1Ms propMa.l iJ 11cbjec1 ro the r•lt'kdi:m~ M th~ tl.tfe fK1:e.
Motorola Conjldenlial PrcpritMfJI
Mn 3, 2!Jl18
'
System: CCCOWest ExhibitC-2 )- l ... ()'t
Site Nicol Knob
UemNum Qty Nomenclature r;>escription Entity
-- --------· ---
1 3 TRN7343 SEVEN AND A HAJLF FOOT RACK Staging
2 2 DSJ4900B HP PROCURVE SWITCH 26268 Staging
·3 1 ST2500 52500 MULTlPROTOCOL WAN ROUTER Staging
4 1 ST2511 92500 FLEX.WAN DAUGHTER BOARD Stagfng
5 1 DSPREM1203F CABLE SFT 0825M TO V.35F STRAIGHT Staglng 6 1 DKN611.9 CABLE.V~35,FLEXWAN,DTE 10FT Staging
7. 1 DSTRAK92003DC DISTRIBUTION CHASSIS Staging
8 3 DSTRAK91061 . FOUR PORT DOM Staging
9 1 DSTRAK91071 FOUR PORT IRIG B TIME CODE FDM Staging
10 8 TDN9714 1/4"CONN N MALES FLEX PLTD Staging
11 150 L1700 1/4• SUPERFLEX POLY JKT PER FOOT StagJng
12' 1 DSPREM891830 UNIVERSAL ENCLOSURE TENSR 800 Staging 13 2 OSPREM880460 CPU 2T1 E1 RCON BUS-CONNECT Staging
14 1 0SPREM892000 8T1 E1 IF CARD 32K WITH MODEM Stagin~ 15 2 . DSPREM890220 DC POWER SUPPL y 48 voe Staging
16 1, DSPREM821260 .2 PORT V 35 HSU CARD WlTH OB25f staging 17 2 DSPREM822560 10 PORT LD-SRU CARD Staging
18 2 DSPREM801065. DUAL T1 E1 WAN CARD Staging
19 4 DSPREM81230 CSU PLUG IN MODULE Staging
20 2: DSPREM1239 Y ADAPTER 1:1 WAN REDUNDANCY Staging
21 10 T7039 GTR 8000 BASE RADlO S~aging
21a 10 X.153AW ADO: ,RACK MOUNT HARDWARE Staging
21b 10 CAOOS55M ADD: 700/800 MHZ MID PQW,ER Staging
210 10 CA00025AF AOO: CIRCUIT BASED MULTiSITE BASE R staging ' 22 1 F4544 SITE MANAGER ADVANCED Staglng 22a 3 V592 MO TERM BLOK & CONN WI staging
22b 1 V200 ADO; 48 voe PS TO SM Staging
22e 1 V803 ADD: SDM3000 ASTRO FN\/ FOR A6.711.0 Staging 23 1 F4568 R~MUX 1004 Staging
24 1 DOLMHF6326148AL 1 325 AMP ·48VDC N+1 REDUNDANT POWERS Field 25 1 OQWLSGSOOMST 800 .AH 48 voe MEDIUM RATE VLRA BATT Retd 26 12 ·. DQSP.4KHAM20S1A BREAKER. 20 AMP .Staging
27 8 OQSP4KHAM1 OB1A . BREAKER. 10 AMP Staging
28 6 DQSP4KHAM5B1A 5A CIRCUIT BREAKERS .staging
29 3 OQSP4KCOPD100S1A BREAKER_. COP01 100 AMP Field
3() 3 OQBPKR1948VL 18R ,45 voe 19" RACKMQUNT BREAKER PANEL Staging 31 3 OOBCKKBPKR CLEAR REAR COVER BPKR PANEL Staging
32 1 DS1400 120V 2 .. 20A RACK MOUNT SURGE PROTECT Staging 33 2 BlN6ZOO AC POWER STRIP:. 6 OUTLET Staging
S4 1 OQ7489A06211TA10PR MULTICOUPLER TXRX 806~869 MHZ 10 CH Fleld 35 2 OQBCD80010:EOIN25 OMNI DIRECTIONAL ANTENNA 10 080, 80 Field 36 2 OSL4PDMRC 112" 7-16 DIN MALE RING FLARE CONN F!eld 37 100 ll.1705 112" LDF HELIAX POLY JKT .PER FT Fleld
37a ~ TI05057AA ADO; 7-16 DIN MALE1 PS, ANTENNA END Reid 37b 1. TT05061AA ADD: N MALE, PS, ANTENNA ENO, Aeld
38 2 DSLSTOFPS 1-16 DIN FEMALE CONNECTOR .. POSITIV Field $9 150 l3323 118" AVA HELIAX"POLY JKT PER FOOT Field
40 41
42 43
44 45
46 41
48 49
50 51
52 53
54 55
58 1 DSDSXLMABF
1 DSXLDMABF
2 CON6579
2 DSF4PDMV2C
100 L1702
2 CON6579
1 OSL5SGRIP
3 TON6674
4 TDN9289
150 l1713
4 TDN7547
1 OSL6SGRIP
2 DSL6TOFPS
1 DSL4AP:OMDM6
2 TDN9289
1 ODN93&5
1 CDN1159A
PCS MICRO FILTER PROTECTOR W/BF E3RA
COMBINER PROTECTOR 800-2SOO MHZ DIN
112" N MALE PLATED CONNECTOR
1/2" 7/16 DIN MALE CONN SFLEX
1/211 SUPERFLEX POLY JKT PER FOOT
1/21; N MALE. PLATED CONNECTOR ·
7/611 SUPPORT HOIST GRIP
5/811 .. 11a• CABLE GROUND CLAMP KfT
CABLE WRAP WEATHERPROOFING
1-1/411 LOF HELIAX POLY JKT PER FT
1-1/411 CABLE GROUND CLAMP KIT
1-1/4it SUPPORT HOIST GRIP
OlN FEMALE TRIMETAl CONNECTOR .. POS
112" JUMPER 7/1.6 D!N MALE 61
CABLE WRAP WEATHERPROOFING
N FEMALE~ POSITIVE STOP
112° SF CONN 7·116 OlN MALE RA
Field
Fietd ·
Field
Field
.Field
Field
Field
Field
Field
Field
Field
Fleld
Fteld
Reid
Reid
Fleld
Field
0 Statement of Work --
PHASE 2 - COCO INFRASTRUCTURE EXPANSION
DESIGN REVIEW
General .Info.rmation
This Statement of Work (SOW) defines the principal activities and responsibilities of all parties fur the expansion of the Contra Costa Cmmty West Cell .System (CC West) under the contract with Alameda County for Contra Costa County (County). The System Description provides infonnation on the equipment implemented under this scope. A System Description is included in this proposal.
Deviations·and changes to this SOW are wbject to mutual agreem.Qnt between Motorola and the County will be addressed in accordance with the Change provisions of the Contract.
This Statement ofWork is an Appendix to the full project SOW, and all the general responsibilities, as well as the project initiaticn and project closure descriptions apply to this sow.
The county and Motorola 'Will review the CC West design throujh analysis of the system connectivify md frequencies, as mutually a.greed between Motorola and the County. Motorola will present design materials such. as system diagrams, interference and intermodulation analyses, etc. De!)ign Review tasks and responsibilities are described in greater detail in the fullowing sections of this SOW. Motorola and the County deliverables and responsibilities are defined in the Responmoility Matrix below.
Task I H.esponsibiHty j Ddhern!Jle
Site sur;reys will ht conducted at each site
where new or uppded equipment will be
. installed.
rm or duc:lontreq/tMs proposal ii .mbject to the mtn'ctiGlt'J on IA~ tU/11 pagt. illollJl'ols Confoi.enliol P!'Oprltsazy
'). .. t;.01
I
EAST BAY .REGIONAL COl\IIMUMCATlONS SYSTEM EXP.ANSJON PROJF,Cf PROJECT 25 Cm.·tMUNICATIONS SYSTE.l'fi
Task I Responsibility I DeliYerable
.Motorola. will deliver oovetag:e 11\a!ps based on I
the specific site locations and antenna. l
pfacemettt, as well as the specific parametm:s of
the FCC licenses, 'These cover.age maps will
represent the portions of the simulcast cells that
will be Implemented. Since .no one simulcast
cell ~ithin the two county design is completed I
bythis expam;ion, these maps will not represent
the fmal coverage.
The County wiU provide a list of' frequencies
for use within the new sit.cs for the CC West.
A..ny changes to fl1e frequency list m.ay resultin
additional engineering design effort, which can
be provided through the change order process.
!'wfutcrola will evaluate each site within the
coverage desig11 for its compatibility wilh the
identified frequencies. Frequem::y compatibility
'i\'ith tb.e identified sites will drive the
configuratfon of the CC \~lest simulcast cell.
r------_..;..~· ---. ..
, Motorola will execute inteun:0dnlallon
i analys1s, based on a computer model, and
identify any ll'J.I hits based on that imi;.lysis.
Motorola will make recommendations to the
County to alleviate IWI probiems that are
&.covered through. t:bJs proceScs.
Motorola and the (Jounty will define the
requirc;n.en1S for the CC West connectivity
based on the following requirements:
New CC West Sites and Clmnnels
tegacy system
J!xpru:ision
. Motorola will provide link specifications and
system. microwave requirements to the; County.
The County will approve the design and
' too:lmJcd specifications,
Motorola and the C•mnty 'i'ltHl fir.ali.ze. the
, project implementation schedule.
Final Coverage Design Coverage Maps:
95% Reliable Portable
Coverage Maps
Motorola and the County Agreement of site
location and
configuration
· 1.fotoro!a · Evaluation ·of
• Frequency
· · Compatibility with
Sites.
Computer Based
Intermodulation
Analysis & Other
i County Frequency
Recoomi.en.dations
Motorola and the County
1 Connectivity
I Requirements
F
Motorola Connectivity and
Design Specifications
Motorolil r Connectivity Design
' and Technical
Specifications
Motorola and the. County Project Schedule
{/:re or disc!o:f!m! oftl1 l.!i propci$al Is .IJ1bj«t .10 tlte rt$mclimis 0:r. the #lie page. l.lo1omla (bnlidemJal Prcpdetar.v ·
Fe/mrmy 6. 1fJf)7
Task . I Responsibility f Delh'crable
Motorola will deliver a Design Document that
reflects changes in desi.gn and scope, as '\\'ell as
definition of details detetmined duri.ng the
Design Review.
• Motorola will update the equipment list ·
as necessaryto accommodate the
specifics of the Design Review.
• Motorola will update the System
Description tn reflect changes in the
system design.
• Motorola will update the .system
drawings and documentation to reflect
changes in the system design. ·
• Motorola will update the SOW to
reilect changes in the implemenmtkin
scope.
• Motorola and the County will fina:lize
the implementation schedule.
Motorola \'!kill submit a fmal Design Document
to the County through t:h:e change order
process, This do~w:nent will be base.lined by
the System Description, SOW, Project
Schedule, and other documentation provided
prior to contract approval.
T.he County mil review the work pe:rfon:ned by
Motorola and sign an approval doownenl for
· the Design Review
Mororola
County
Equipment List
System Description
System Drawfugs
Statement of Work
I Project Schedule
Change Orders (as
aecessary)
Use or dlSdasurt. of lliis proposal iss11h)ec1 10 the 1Wiric1lo11s on tht titl,e; page. fi,/.(}lorola Ci:mfo:fential f'ropri,etary
Febnuuy 6, 2fHJ1
EASTBAYREGlONAL COMl\iUNICATlONS SYSTEM EXPANSION PROJECT PROJECT 25 CO.MMUNIOATIONS S\i:STEM
-~~~-~~~~~~!.~l!~!!:~~~·-·-·-~-·-·-·-·-·-·-·~·~~-·-·~·-•-·-·-·-~·-·-·-·-·-•-•w•-•~-·-·-·•~-·-~-·-·-•-•• Site inspections will be conducted during this phase of the project All eqUipment locations will be audited for Site Ready pmposes .and Motorola will prepare a Site Audit Report for each location. Where Motorola is providing civil work, Motorola will :implement facilities that meet the Site Readiness I R56 requirements. Site surveys are executed as an integral part of installation preparation. This section addresses the facilities where the County is responsible for Site Readiness.
Responslhlllt1 Matrix
Task I Rcspon sih ility I DeliYcrabk
-
: Site Access: CoWUy SiteAooess
' The County will assure site a.ooeBS. to impect And Existing System · ~installation sites, fina&.e equipment Docum.e:nm.tion. locations and dctemline if any course of action is
necessary to handle mstallation constmints.
The County will provide existing &ite and system
&lwiin.p ,a& available.
·---·
Site Readiness Audits: Motorola Site Audit Repons
Motorola will peribnn a RS6 site audit to verify
site readiness.
' Motorola will prepare ueport !:bat includes
· recommendations detailiDg site preparation
:required to provid& a suitabm envioonment mr I mstaUatic:m of the eqmpment. This report will i become. pa.rt of the timl system. doc:ru:.tnentatioa.
Motorola will provide site hl:lprovemmt costs m Moto.rola and the Defined Sito the Cawty based on the Site Readiness Audits if ·CounlY ! Improvement Scope necessary.
Recommended site upgrades lhat 8re oot County
i
Sites that meet Sito .
implemented rnmain lhe respomibility of the Readit:l.ess Requirements County.
····-·
The County will provide my permits and licens~s OoUtl.fY Approved Llce0Se$ and that m:e identified for the system. Permits
--·-·· -
Completion CJ'iteria
This phase is considered complete when all necessary site improvements have been implemented by the County and'verified as complete.
I
Use ""'-&ciosut'I <(div propMal It SiI~ to the nut;iJt.ons 011. tlle title page.
Mof/Jlvla Cor;ldentlLd hoprielmy · Ct) M'OT"OROLA .
Febroary £ .2001
PUASE 1 ·RCS 1.llffRASTR.UCTUR.E UPGBADEExPANSION
Order Processing . · ·-· ....... ____ .,._,.....,. __ .......... _.__,~ ............ --.. -..... _.., ___ ........ _.,.,_,,._ ......... _ .. _..,..., __ ..,_ ... _,.. _____ .... _,. _________ ._,,,_.,, ....... _ ... _ .. ___ ., ..... .,.. .......... .-... _ .. __ ,,_ .. _..__..._,.,._,._,,_ .... _ ..
Description
Motorola Will execute major subcontracts.
Responsihility Matrl't
Motorola will execu.te major
subcontracts
Completion Criteria
This phase is considered eomplet.e when all suboontracts have been placed. ~.9.!il.~!.~.!§~P-~!~!!!!~!!!~~.!I.~?.J!!!l.-·-·--·-···--·-··-·---·-·-·--·-·-·-·-·-·-·--·-·-·-·~- Description
During this phase of the project, Motorola will perfonn factory staging which· includes the assembly and testing of all major radio system components. The system "will be oonfic,,aured as it will be ib tbe field for this .Factory Testing. The factory testing will exercise the :functional capabilities ,of the communications system. The equipment that will be staged was procured outside of the contract by the Oakland UASI. The equipment is currently being warehoused by the County. The equipment required for factory staging shall be shipped by the County to Motorola CCSI Bay 31 1305 B Algonquin RD, Schaumburg, IL 60196. County is. responsible for the cost and safe delivery of the equipment to CCSI. Once the equipm.ent is received, CCSI will perform an inventory and confirm safe delivery. · · · Use oi•dlsclr:mire o/thi3 pJ<Oplnal i.r subject to tlte llJlricJW118 rm lite ti.tit page. 1Wotorola ~tial Proprie.1m1
F!lbmary 6, 200 '1
EASl"BA Y REGIONAL COM'.MUNICAT10NS SYSTEM EXPAN'SION PRO.IECT PROJECT 25 CO:lt'JM.UNICATIONS SYSTEM
Responsibility Matrix
. I '
Task ; Responsibilil}1 , Deliverable
Ship required equipment to .Molorola I
CCSI for factory staging. ;
Motorola CCSI Bay 3
1305 E Algonquin RD
Schaumlnrg, IL 60196
Couuty
Motorola
I Safe delivery of
i equipment required for
staging.
fuventory Inventory mi verify safe delivery of
the equipment to be factory staged,
J...-~~-=...,.;;....~~~--.....,,,;~,,....,;_~--1c........~-~~~~~~~~+-~-'-~~~---~ Rack and configure equi.pxnent per Motorola Co:ufinn equipment is the Detailed Design Docmne:nt. con.figured per DDD.
Completion Criteria
This task is considered complete when the ·equipment is inventoried, inspected, and staged.
Use or dlsdosuni of !lii.5 f)f()p<.YPa.l is s11bjec1 .!O tfm reslric.ti0tit /Jrl 1he ti11e page, M"otom/1.1 Cr111Jide11iiat Proprieta1y Q.) MOTOROLA
Febroazy 6, 1001
!?HASE 1- RCS L'iFRASTRUCTURE Ul'GRADEEXPANSION
Description
Once the system is configured as it will be in the field, CCSI will exercise the functional capabilities of the communications system.
Respo.nsibility Matrix
Tasr~ j Responsibility j Deliverable
Functional p.e,rfurmance Testing;
Motorola. will perform a Functional
Perform.anee Test :m order to verify the
functionality of the commu!licati.omi
system •.
The Functional Perlbmiauce Test will
mclude the following:
• Physical inspection;
• Thorough exercise ofihe hardware
and software;
• Testing of thevoiee
communications features;
• Verifieationof device and system
recovery from failures
Completion Criteria -
Motorola Functional Perfurmance
Tests
This task is .considered complete when the subsystems pass the Functional p.erfonuance Tests .
. ~~-t~.~!~~P..~!:~~~!!.-·-·-·-·-·-·-·-··-·-·-··-·-·----~·-·-·-·-·-·-·-·-·---·-··-·-·-·-·----~----·-·-·-·-·------~·-·-·-· Ivfotorola will begin work at a site only afte.r mutual agreement by the County and Motorola that the site is deemed ready. At a. minimum; Site Ready requires a site to have adequate room in an existing building or shelter to accommodate the equipment to be imltalle~ and electrical service and internal distribution in place. In additio~ network testing must have been satisfactorily completed.
Sites are required to meet or exceed. the requirements as defined in the Motorola document .. Fixed Network Equipment Installations" ("RS6 Standard';). Detailed Site Ready audits will be performed by Motorola after contract ,executi.on. Motorola will provide a detailed site Usi ar disd.ruure of tMs proposal is mb]ecl ta "ilte mlriciians on the rit/e page. ilfatomla Confldtti.tial J>roprielary
Ftbi11ary ()', 2001
1 · EAST BAY REGIONAL COMMUNICATIONS SYSTILM EXPANSION PROJECT PROJECT 25 COlVIMt.~NICATIONS SYSTEM
report identifying any site deficiencies. All site upgrades not identified in this document specifically as a Motorola deliverable are the respon.ci.ibility of the County.
Tne County may elect to contract with Motorola to perfonn necessary site upgrades, perfonn the upgrades itself, or utilize the services of a third party subcontractor. Site requirements must be met before Motorola will begin installation of system equipment Description
Installation of the Fixed Network Equipment {FNE) consists of the radio communicatioll8 infrastructure and computer equipment at the dispatch and control centers.
Responsibility Matrix
·rask · · I Re!iponsibility i Deliverable
Site Ready:
• The County will prepare !:he site
for equipment installa!ions,
resolving any sit.e deficiencies
identified in. the Site Audit
Reports. Sites will be ready
according to the project
schedule for equipment
installatipn.
General Installation. Responsibilities
• Motorola will install the n£r9il
system. equipment tha:t :is
provided In the equipment list.
• Motorola will ground and bond
the site equipment to the ground
. syste:ru; .in accordance with me
RS5 site installation standards.
• .\Mo(()rofa W'ill remove an.Ii
dispose of any debri.'i that is a
resnlt ,of the project aclMties
from the site.
• Motorola 1.V:ill create '~As Built.,
documentatio11 of the prime site
installation for inclusion in th.e
finaj: p~~~ect docu.m.entadon
Moto.rola 1Mill install the RF equipment
, as described in the System Description.
Us~ or d1;cloo1mn1/ lhi> p1'!.lpi;;sa/ is s,uf/f11ct to /he restrictions on Ifie titt1.1 page.
Mo/t!1'()f1J. CMftdem!al Proprle:taq
Febroar,:• 6, 1001
County
Motorola
Motorola
Sites Meeting Site
Preparation
Requ.iremeuts fur
Installation..
New Eq,uipment
Installations per
Motorola's Site Quality
Standards
Radio S}'$tem
Installation Audit
Plt.\SE 1 ~RCS INFRASTRUCTI.IRE UPGRADEEXPANSlON
'fask ! Ricsponsibilii:y I Dcll,.·erahie
Site : c ounty ·unty
• 1'he County supply Tl microwave in place or
connectivity as defined by leased T-Is
Motorola to support the system.
The County wil1 sign installation County Signed Imtatlatkm aocepcance certificates afte:r inspection Aeeeptaooe Documents and check out of FNE on a site-by-site,
~ systemrby-systero basis.
~
The County will sign installation County Si31led Imtallation acceptance certificates after inspection Aa:epta.nce Docwnent$ and check out cf FNE on a site-by-site,
.syst001.:by-system 'basis.
~·
Compleh"on Criteria
This task is considered complete when the County reviews FNE installations with Motorola and approves by signing the instaUation check sheets. The installation of each FNE subsystem must be completed for this phase of the project to be considered complete.
!
!
§l~-~~~.!!~B.!!!~~E-!!~.9P.!!~~!~~.!._.~·---·-·-·---·-·-·~·~·~·-·-&-·-·~·-·-·-~----·-·--·-·~-~-· Descri.ptim1
During this phase of the project, Motorola will configure, optimizei and program all system equipment. Motorol.a will integrate all of the Motorola provided. subsystems, as well as integrate the County provided subsystems into the communications system. Motorola technologi.st(s) will be onsite for this phase and will prepare the system for acceptance testing.
The Motorola Technologist will maintain a punch list of items that need re.solution. The County will be responsible for directing the activities of other vendors directly contracting with the County and supporting agencies. The ·County is also responsible tn coordinate all on-site integration activities including assistance to Motorola for system testing requiring participation from vendors directly contracting with the County.
Motorola and the County will ea.ch ensure that any of their subcontractors perform in accordance with tbe implementation schedule.
Ufe 01· disclasu1"Jt of this pro~I 1$ $ttbjecr to 11111 1'/!strlctitms on diir litle pi:i~.
Molorol12 CanjMtntiat Propr·!eklry
rebmarp 6. 1(}(J7
EAST BAY R.E,GIONAL COM!lilli[li1CATlONS SYSTEM EXPANSION PROJECT PROJECT 2.S COMMUNICATIONS SYSTEM
Respon.siln1ity Matrix.
Task - ) Respon$ibility l Deliverable
Provide and install all communication
lines and equipment that are not
Motorola provided deliverables.
Provide ill required liaison support with '
the agencies and vendors required to
support the solution
Ensur·e that the necess:acy ted1.nical
support fa made available for installation
and testing with Ullrd party vendors and
i:nmiH:cs
Install, integrate and te;st the hardware, I
software and interfaces as specified hi: . .
the contract.
Maintain a punch list ·Of items that need
fe$0ltttion
tv:tarulge the resolu:tio11 of punch list
items.
Completion Criteria
County
Motaroia
Motorola
County Provided
Equipment and
Interfaces Required for
Integration
fustallation and
Integration of Equipment ·
Punch list Resolution
This taS:k is considered complete when the .system. is ready for acceptance testing.
Description
Motorola proposes a mtilti .. level acceptance testing procedure. This process provides m.ultiple checkpoints for the County to oversee the overall progress that is being made as·the communications system implementation progresse.s.
This tes.ting is composed of Equipment Installation Acceptance, Functional Acceptance Tests, and Coverage Acceptance Testing. The coverage of the West Contra Costa cell is incorporated into this scope because the implementation of Nichol Kn.ob completes that simulcast cell.
U.r·f!! or di:;closwiof 1!118 prapmal i:J subject to lhi! n1:rtricllrms on rile iiJle page.
Mc.rem/a Conllfie111l:t:1I Propril!.tary
February 6, 2007
PHASE 1 ·RCS Im'RASTRDCTtlRE UPGRADEEXPAN:SION"
Functional Tests
Description
The Functional Acceptance T,est Procedure (ATP) will be ex:ecuted in accordance with the mutually agreed upon Functional A TPs within the existing Alameda County contract.
If deficiencies are found during the testing, bo,fh the deficiencies and resolutions to the deficiencies shall be documented and agreed upon. If the documented de.ficiencies do not prevent productive operational use of the · system, as determined by the County then the test will. be deemed complete.
Motorola will,, howevert remain responsible for the resolution of the documented: deficiencies using a punch list as a controlling document for r~lution planning •
. Responsibilil1 Matrix
Task I Respousibility 1 Dclherable i i
Motorola will perlbtm nmotiooal ATPs Mc>torola Execution of Functional for the commumc:.a.tiolis system. During Aooeptance Tes.tb!I each test, test re!l'lllts will be reoorded for
review and approval of the test
Upon~ completion of each County Written, Approval of
Acceptance test on a site-by-site and Successful Functional system-by..isystem level. the County md Aooeptance Testing Motorola will sign aooepta:ooe
cmi.ficates documenting a.coopf.11nce:.
··--
Conipletlon Criteria
Upon ,completion of the acceptance:test:in& the County will acknowledge system acceptance by signing the System Acceptance document per the terms of the contract.
u
!
'
I
I I
EAST BAY REGIONAL COMMUNtCATIONS SYSTEM ExPANSION PROJECT PR.OIECT 25 COMMUNICATIONS SYSTEM
_£~!!!.~J.! . .!~~~~~~~!1!~~--·~-----·-·.-·-·----·-·-·-·--·-----·.; _____ --.. ·~·-·-·-·---·---~---·-----·-·-·· Description
Coverage Acceptance Tests will be perfonned when the RF site and control equipment installations and optimization are complete. The Coverage Acceptance Tests verify the coverage performance of the system. as agreed upon in the Design Review. A detailed Coverage A~tance Test Plan (CATP) is included in the East Bay RCS two county design document and defines the scope of the CA TP.
J!.q10nsibi1lty Matrix
Task I Rt0spou silJLlity I DelivcraMc
MotQrola will perform Coverage ATPs Motornta Execution. of Coverage for the Contra Costa West Cell, once Acceptance Tests
all four sites are installed and
optimtmd andifor Project 25
operatiOn. During the test, test resul1s
wlll be recorded for review Md
aoprova1 Qf the tesl . :
Upon successful oompletion 1of each county · Written Approval of . coverage acce.piance test,, the Coun~ ,. Successful Coverage and Motorola will sign acceptance Acceptance Testing
certificates documentina aooeotance. - ...
Compledon Criteria
This task is considered complete upon the County approval and sign-off of the Equipment Ins'lallation Aoceptanct\ Functional Test and Coverage Acceptance Test. .
The successful completion of the acceptance tests constitutes a.ccep~ of the so·ftware and hardware provided by Motorola. Upon completion of this Acceptance Test Plan, the County representatives participating in and observing the tests will sign off on the ATP, signifying acceptance of the system. If no punch list items are identified during the acceptance testing process. and Motorola has completed all other project deMverables, the County authorized signature will represent Final :System Acceptance. If a. punch list of 1.lllTesolved issues ia created as a result of the acceptance testin& Final System Acceptance Will ooeur upon resolution of all items on the punclt list.
Ute or dildasin o/lhil pf'OJIOSal i8 s1.1b}ti:i10 the restrlct{OJts on I.he titltt pap.
Moto11iia Ctmfidential PfOl»'f~tar,p
February~ 1001
PHASE l · RCS INFRASTRUCTURE UPGRADEEXPANSlON
No additional training is included under this expansion to the CC West.
Subscriber Services
Description
No subscriber equipment or services are included under this expansion to the CC West.
Cutover fa New System Oneratfons "'-"'""" """'"'"'""" ,._ .. _'"'_..,_.., __ .,_,.._ ,._ .. ..,, ,,,.,,.,.,,..,,..,,..,..._, ........ _ .... :..c., ... ,_ .. __ ..,,,,...,~ ...... ~ .. - ....... __ ..,....,_ .......... _..,_.,_". _,,,_,,,_,.._~_ .... ---- .............. ,..,...,_,._,__,._,. ''''"'="'-"'""""''-' ___ __,, __ .. _"""'.;"'""""'""'"_"'_'" Description
The o.ew equipment will only be placed into service under a change order when the frequencies become available to make the equipment operational.
System Documentation ....... ~ ...... , ..... ,._,....,.....,...,. _____ .......... -... -··-.. --.. --,.,_,,,-,...,.;,--""'""""""""''"""""'"'---"'""'"_"'_..,,.,.,,.._.,_,._..,. .... ___ ........ _ ..... _._,,,,..,.,..., .. -..,;""-~.--.. ---.--.;--,;. ................... __ ~_.,,._~_.,.,.,,.,....., __ .... _. ............... ~.-.. ...
Motorola \Vill provide a co:ns1istent level of system documentati.on for this expansion to the CC West as provided by the current contract with Alameda County.
Description
The finalization phase of the project consists of ensuring that all criteria for Final Project Completion have been met.
Responsibility Ma.trix
Motorola mll resolve punch list items
f docwnented at System Aeeeptance
Motorola will ens1.me that the criteria
de.fined to transition the project to the
Motorola :Service Organiza:tirn1.ha:ve
been completed, including the .
development of a Customer Support Plan
with the County.
Motorola
Motorola
Approved. Punch list
Resolution
Service Transition
Certificate and Customer
Support Plan
!ke or disclosure ()j lh/$ propt:Nuzf !!'. scclyect /tJ die restrl~lioos ar. tl11r tirle page.
MOMf(}fa Ccmfiden&.i Propr~lary
F'~ry 6, 2()()1
13 i . l
EAST 'BAY REGlONAL COMMV'NtcATIONS SYSTEM EXPANSION PROJECT PROJECT l5 COMMiiNICATIONS SYSTEM
Task I Rcsponsibm ty
All documents listed ill System Manual - Motorola
"A!. Built" Documentation Section will
be su.bmitte~ u !hey beoome ready •.
Final approvals of all System Manual- County
"kili Builf' Doo~ts
I Delherable
...
System Manual-,. As
. Built'' Docu:m.enm
! Written Approval
Sta:tement(s)
The County will acknowledge Final County · • Signed Final Acceptance Project Completion upon completion of Docwnents
the c:riteda for Fin.al Project Completion
for the oomm.unications system.
...
Completion Criteria
This task is considered complete when the County and Motorola have signed the Final Project Completion certificate, representing the comptetia:n ·of the system and acknowledgement of system acceptance as described in the Acceptance Test Plan •
. '!!!.~~!Y.-~~~i:!!'!._+_·~·-·-·---·---·-·-·-·---·-·---~---· .. ·-·-··-·-·-··-~----·-·--·-·---·-·-·-·-·-·-·--·-·-·· Description·
The services provided through the system wmanty are delivered in this .phase of · the project. ·
Responsibility Matrix
Task ! Respnnsibillty ! Deliverable
Motorola & the County
..
Doeumeated Otstomer Support Plan Motorola & the County
Conipletion Criteria
Aweed Wmanty Start
Date
·----····
1 Agreed upon service
'
. procedures and
ex:~ectations document
This task is considered ·complete when the warranty period expires. · Usft or disc~ of rliil proposal ls sulg"&:.t to t/111 mifielian! on tire ll"tle pgge.
Motorola Conjide11/Ull ProprilffOl'Ji
Fdima1Y 6. 1001