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Contract award, Motorola Radio Console Lifecycle Maintenance Purchase BEFORE THE BOARD OF COUNTY COMMISSIONERS OF LEWIS COUNTY, WASHINGTON RE: CONTRACT AWARD, MOTOROLA ) RADIO CONSOLE LIFECYCLE MAINTENANCE ) RESOLUTION NO. 18- R, PURCHASE AND AUTHORIZATION ) FOR EMERGENCY SERVICES DIRECTOR ) TO EXECUTE CONTRACT WHEREAS, in 2017, the Board of County Commissioners (BOCC) approved the purchase of new Radio Console Equipment system for the 911 Communications Division; and WHEREAS, the equipment will need to be kept refreshed with updated software and hardware revisions; and WHEREAS, the Motorola Lifecycle maintenance agreement offered will provide timely upkeep of the system over the next 10 years at a spread out total cost of$239,891; and WHEREAS, has the potential to save over $500,000 for a new product when after 10 years the equipment is beyond its useful lifespan; and WHEREAS, the continuous revision updates will keep the system operating at peak performance and efficiency during and after the length of the contract. NOW THEREFORE BE IT RESOLVED, the BOCC hereby authorizes the Emergency Services Director or his designee to award a contract to Motorola for this Lifecycle revisions agreement, with 10 years of service. DONE IN OPEN SESSION, this 20th day of August, 2018. APPROVED AS TO FORM: BOARD OF COUNTY COMMISSIONERS Jonathan Meyer, Prosecuting Attorney LEWIS COUNTY, WA INGTON , If \ wir By: Deputy Prosecuting Attorney -- J. Fund, -h-,AV ATTEST: -o•ert C. Jackso , Vice Chair Rieva Lester, Clerk of the Board e•00.. ry St per, omm ssioner e'\scoUNT °e • k\4oNtD QA7°e :it SINCE ;o 1845 ®1��"co�tss��: °°e�NSlstGse° °eeeee 40.0*. 401WINg LEWIS COUNTY REVISED 12 JULY 2018 LIFECYCLE SUSTAINMENT SERVICES FIRM OFFER © MOTOROLA SOLUTIONS The design,technical,pricing,and other information("Information")furnished with this submission is proprietary information of Motorola Solutions.Inc. ("Motorola")and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA,MOTO,MOTOROLA SOLUTIONS.and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings LLC and are used under license.All other trademarks are the property of their respective owners.©2018 Motorola Solutions,Inc.All rights reserved. TABLE OF CONTENTS Cover Letter Section 1 Land Mobile Radio Lifecycle Sustainment 1-1 1.1 Overview 1-1 1.2 System Upgrade Agreement II 1-2 Section 2 Lifecycle Statement of Work 2-1 ASTRO 25 System Upgrade Agreement II (SUA II) Statement of Work 2-1 Appendix A- ASTRO 25 System Release Upgrade Paths 2-7 Appendix B - System Pricing Configuration 2-8 Section 3 Lifecycle Management Pricing 3-9 Section 4 Contractual Documentation 4-1 Section 5 Product Literature 5-1 Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i ® MOTOROLA SOLUTIONS Motorola Solutions.Inc. 3131 Elliott Avenue#200 Seattle,WA 98121 July 12,2018 Dave Anderson Lewis County 351 NW North St. Chehalis.WA 98532 Subject:ASTRO 25 MCC7100 Dispatch System-Lifecycle Sustainment Services Dear Mr. Anderson: Motorola Solutions, Inc.("Motorola")is pleased to have the opportunity to provide Lewis County a lifecycle sustainment services plan for your ASTRO 25 version 7.16 dispatch system purchased in November of 2016.The Motorola project team has taken great care to propose a solution that will meet your dispatch needs and keep your investment at the current factory release for the next decade. In order to keep your dispatch system current and supportable for years to come,we are proposing a 10-year lifecycle services agreement:The System Upgrade Agreement II(SUA II). Please reference the Motorola ASTRO25 System Release Support Program fact sheet in Section 5 Product Literature for more details. • This is a complete package of hardware,software,and professional services required to update the ASTRO 25 dispatch system up to once in a two-year period to a level consistent with the latest system release shipping from the factory. This proposal consists of this cover letter,the System Upgrade Agreement Description and Statement of Work.This proposal shall remain valid thru February 15,2019. Lewis County may accept the proposal by delivering to Motorola the signed System Upgrade Agreement included in Section 4 Contractual Documentation. Alternatively,Motorola would be pleased to address any questions that Lewis County may have regarding this proposal. Any questions can be directed to Chris Tate,your Motorola Manufacturer Representative at 360-772-2890,or Motorola Senior Account Executive,Ron Spencer at(425)785-0548. We thank you for the opportunity to furnish Lewis County with"best in class"solutions and we hope to strengthen our relationship by contracting this lifecycle sustainment plan in January 2019.Our goal is to provide you with the best products and services available in the communications industry. Sincerely. MOTOROLA SOLUTIONS, 1NC. Larsen Grabenkort Area Sales Manager, PNW Region Government & Public Safety SECTION 1 LAND MOBILE RADIO LIFECYCLE SUSTAINMENT 1.1 OVERVIEW Lifecycle management of your Land Mobile Radio network (LMR network), also referred to as ASTRO 25 system, is critical to keeping, it secure.operational,expandable,and up-to-date. Throughout the lifecycle of your LMR network. maintenance and sustainment activities will be required. (Refer to the diagram below.) Sonic activities will occur daily(for example, network health monitoring),as needed (for example, lightning strike damages equipment), while others will occur in accordance with the cadence of your lifecycle plan(for example, periodic updates of computers and software). Through a lifecycle sustainment plan and with custom-tailored lifecycle products and services your LMR network will be able to support your communications requirements well into the future. •Product Repair •Channel.site, •Network Monitoring dispatch.subscriber add-ens •Preventative Support mild Maintenance Manton •Feature additions !i.e.TDMA,DSR) Lifecycle Management •OS Security Patching Security and •Software Release •Anti-Virus/Intrusion information ts,ta.ntenance Assurance Detection •Obsolescent HW •Federal Security Management Compliance Your ASTRO 25 LMR network is an integrated end-to-end solution that delivers mission-critical LMR services. The foundation of the ASTRO 25 network is an information technology(IT)based call processing core that incorporates both Motorola and third-party Original Equipment Manufacturer(OEM) software and hardware components. These components follow typical IT industry lifecycles and eventually require replacement due to obsolescence. As with IT computing platforms and other enterprise business systems, the pace of technology obsolescence is primarily driven by commercial OEM products that frequently change and transition into declining levels of support and availability. Consequently, systems without a plan for regular updates can become increasingly difficult and expensive to repair and may also become more vulnerable to security attacks. Additionally, un-updated systems may not be able to take advantage of advancements in Lewis County Revised 12 July 2018 Lifecycle sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Land Mobile Radio Lifecycle Sustainment 1-1 technology that provide enhanced features and performance and may be limited in their ability to expand. Development of a lifecycle sustainment plan provides a roadmap for anticipating and implementing actions to address obsolescence and support limitations. A well developed lifecycle sustainment plan provides these benefits: 1. Operations sustainment: Ability to maintain highest level of performance and functionality of system operations. 2. Network security and information assurance: Protection against system vulnerabilities that may compromise network security and confidential information. Compliance to these security requirements (NIST 800-53, NENA NG911, DHS 4300, DOD 8500.2, etc). 3. Support for growth and expansion: Ability to add users, channels and features; expand system coverage and capabilities and/or add-on new agencies. 4. Fiscal stability: Planned fiscal approach for system maintenance mitigating risk of unplanned expenses. Inability to fund required maintenance services can result in degradation of operation. 5. CapEx Return on Investment(ROI): Protection against premature deterioration and obsolescence and extension of the system lifespan, thereby reducing the total cost of ownership. 1.2 SYSTEM UPGRADE AGREEMENT II In order to keep your LMR system current we offer the System Upgrade Agreement Ii(SUA Ii). This is a complete package of hardware, software,and professional services required to update the ASTRO 25 system up to once in a two-year period to a level consistent with the latest system release shipping from the factory. Updates to software(and occasionally)hardware components ensure ongoing availability of repair services support, system expansion (e.g. addition of RF sites,dispatch positions, data sub-systems, or network management positions),and the latest cyber security protection. The SUA ii provides a consistent, budgeted solution that delivers complete update coverage while transferring risk associated-with integrating future(unknown today)technology to Motorola. Included features Features Descriptions SUA II Platform Release—(New System Release) Ex. A7.16 to Platform Release A7.17 ✓ Incremental Enhancements (Orderable Features and Bug Fixes)- Ex. A7.17.1 ✓ Factory-certified integration, testing, and supply chain management of new software ✓ (SW) and hardware (HW)components Platform HW and SW update in a 2-year period'2 1 Professional implementation services to upgrade your live system ✓ As major system releases become available, Motorola will provide you with the software, hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for your ASTRO 25 system. 2 Hardware updates include version updates and/or replacements for Motorola field replaceable units(FRU)and third-party networking and computing hardware when required by the software release. Platform migration like replacement of Gold Elite consoles and QUANTAR base radios are not included in this update. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Land Mobile Radio Lifecycle Sustainment i-2 • Incremental enhancements may include Motorola software bug fixes and new orderable/purchasable features. • Platform releases include commercial OS and application software updates as well as Motorola system release software to improve the system functionality and operation from previous releases as well as significant new feature enhancements that are available for purchase. • Implementation services include factory integration and testing of new 1 W and SW components, upgrade planning,and Motorola personnel at customer site to execute upgrade. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Land Mobile Radio Llfecycle Sustainment 1-3 SECTION 2 LIFECYCLE STATEMENT OF WORK The following SUA II Statement of Work fully describes the SUA 11 offering_. ASTRO 25 SYSTEM UPGRADE AGREEMENT II (SUA II) STATEMENT OF WORK 1.0 Description of Service and Obligations 1.1 As system releases become available, Motorola agrees to provide the Customer with the software, hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for their ASTRO 25 system. At the time of the system release upgrade. Motorola will provide applicable patches and service pack updates when and if available. Currently, Motorola's service includes 3rd party SW such as Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Motorola will only provide patch releases that have been analyzed, pre- tested,and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do not interfere with the ASTRO 25 network functionality. 1.2 The Customer will have,at its option,the choice of upgrading in either Year t or Year 2 of the coverage period. To be eligible for the ASTRO 25 SUA II, the ASTRO 25 system must be at system release 7.7 or later. 1.3 ASTRO 25 system releases are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola's option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola's Systems Integration Test lab. 1.4 The price quoted for the SUAII requires the Customer to choose a certified system upgrade path from the list of System Release Upgrade Paths available to the Customer as per the system release upgrade chart referenced and incorporated in Appendix A. Should the Customer elect an upgrade path other than one listed in Appendix A, the Customer agrees that additional costs may be incurred to complete the implementation of the certified system upgrade. In this case, Motorola agrees to provide a price quotation for any additional materials and services necessary. 1.5 ASTRO 25 SUA II entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. 1.6 The following ASTRO 25 certified system release software for the following products are covered under this ASTRO 25 SUA 11: base stations, site controllers,comparators,routers, LAN switches,servers, dispatch consoles, logging equipment, network management terminals, Network Fault Management("NFM")products, network security devices such as firewalls and intrusion detection sensors. and associated peripheral infrastructure software. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-1 • 1.7 Product programming software such as Radio Service Software("RSS"),Configuration Service Software("CSS"),and Customer Programming Software("CPS")are also covered under this SUA II. 1.8 ASTRO 25 SUA II makes available the subscriber radio software releases that are shipping from the factory during the SUA II coverage period. New subscriber radio options and features not previously purchased by the Customer are excluded from ASTRO 25 SUA II coverage. Additionally,subscriber software installation and reprogramming are excluded from the ASTRO 25 SUA II coverage. 1.9 Motorola will provide certified hardware version updates and/or replacements necessary to upgrade the system with an equivalent level of functionality up to once in a two-year period. Hardware will be upgraded and/or replaced if required to maintain the existing feature and functionality. Any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Unless otherwise stated,platform migrations such as,but not limited to,stations,consoles, backhaul,civil, network changes and additions, and managed services are not included. 1.10 The following hardware components, if originally provided by Motorola, are eligible for full product replacement when necessary per the system release upgrade : 1.10.1 Servers 1.10.2 PC Workstations 1.10.3 Routers 1.10.4 LAN Switches 1.11 The following hardware components, if originally provided by Motorola, are eligible for board- level replacement when necessary per the system release upgrade. A"board-level replacement" is defined as any Field Replaceable Unit("FRU") for the products listed below: 1.11.1 GTR 8000 Base Stations 1.11.2 GCP 8000 Site Controllers 1.11.3 GCM 8000 Comparators 1.11.4 MCC 7500 Console Operator Positions 1.11.5 STR 3000 Base Stations 1.11.6 Quantar Base Stations 1.11.7 Centracom Gold Elite Console Operator Interface Electronics 1.11.8 Centracom Gold Elite Central Electronics Banks 1.11.9 Ambassador Electronics Banks 1.11.10 Motorola Gold Elite Gateways 1.11.11 ASTROTAC Comparators 1.11.12 PSC 9600 Site Controllers 1,11.I 3 PBX Switches for Telephone Interconnect 1.11.14 NFM/NFM XC/MOSCAD RTU 1.12 The ASTRO 25 SUA II does not cover all products. Refer to section 3.0 for exclusions and limitations. Lewis County Revised 12 July 2018 Lifecycle Sustainrnent Services Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-2 1.13 Motorola will provide implementation services necessary to upgrade the system to a future system release with an equivalent level of functionality up to once in a two-year period. Any implementation services that are not directly required to support the certified system upgrade are not included. Unless otherwise stated,implementation services necessary for system expansions, platform migrations,and/or new features or functionality that are implemented concurrent with the certified system upgrade are not included. 1.14 As system releases become available,Motorola will provide up to once in a two-year period the following software design and technical resources necessary to complete system release upgrades: 1.14.1 Review infrastructure system audit data as needed. 1.14.2 Identify additional system equipment needed to implement a system release, if applicable. 1.14.3 Complete a proposal defining the system release,equipment requirements, installation plan,and impact to system users. 1.14.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 1.14.5 Program management support required to perform the certified system upgrade. 1.14.6 Field installation labor required to perform the certified system upgrade. 1.14.7 Upgrade operations engineering labor required to perform the certified system upgrade. 1.15 ASTRO 25 SUA II pricing is based on the system configuration outlined in Appendix B. This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. 1.16 The ASTRO 25 SUA II applies only to system release upgrades within the ASTRO 25 7.x platform. 1.17 Motorola will issue Software Maintenance Agreement("SMA")bulletins on an annual basis and post them in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. 2.0 Upgrade Elements and Corresponding Party Responsibilities 2.1 Upgrade Planning and Preparation: All items listed in this section are to be completed at least 6 months prior to a scheduled upgrade. 2.1.1 Motorola responsibilities 2.1.1.1 Obtain and review infrastructure system audit data as needed. 2.1.1.2 Identify additional system equipment needed to implement a system release, if applicable. 2.1.1.3 Complete a proposal defining the system release, equipment requirements, installation plan, and impact to system users. 2.1.1.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 2.1.1.5 Inform Customer of high speed internet connection requirements. 2.1.1.6 Assign program management support required to perform the certified system upgrade. 2.1.1.7 Assign field installation labor required to perform the certified system upgrade. 2.1.1.8 Assign upgrade operations engineering labor required to perform the certified system upgrade. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-3 2.1.1.9 Deliver release impact and change management training to the primary zone core owners,outlining the changes to their system as a result of the upgrade path elected.This training needs to be completed at least 12 weeks prior to the scheduled upgrade. This training will not be provided separately for user agencies who reside on a zone core owned by another entity. Unless specifically stated in this document, Motorola will provide this training only once per system. 2.1.2 Customer responsibilities 2.1.2.1 Contact Motorola to schedule and engage the appropriate Motorola resources for a system release upgrade. 2.1.2.2 Provide high-speed internet connectivity at the zone core site(s) for use by Motorola to perform remote upgrades and diagnostics. High- speed internet connectivity must be provided at least 12 weeks prior to the scheduled upgrade. In the event access to a high-speed connection is unavailable, Customer may be billed additional costs to execute the system release upgrade. 2.1.2.3 Assist in site walks of the system during the system audit when necessary. 2.1.2.4 Provide a list of any FRUs and/or spare hardware to be included in the system release upgrade when applicable. 2.1.2.5 Purchase any additional software and hardware necessary to implement optional system release features or system expansions. 2.1.2.6 Provide or purchase labor to implement optional system release features or system expansions. 2.1.2.7 Participate in release impact training at least 12 weeks prior to the scheduled upgrade. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.2 System Readiness Checkpoint: All items listed in this section must be completed at least 30 days prior to a scheduled upgrade. 2.2.1 Motorola responsibilities 2.2.1.1 Perform appropriate system backups. 2.2.1.2 Work with the Customer to validate that all system maintenance is current. 2.2.1.3 Work with the Customer to validate that all available patches and antivirus updates have been updated on the customer's system. 2.2.2 Customer responsibilities 2.2.2.1 Validate system maintenance is current. 2.2.2.2 Validate that all available patches and antivirus updates to their system have been completed. 2.3 System Upgrade 2.3.1 Motorola responsibilities Lewis County Lifecycle Sustainment Services Revised 12 July 2018 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-4 2.3.1.1 Perform system infrastructure upgrade in accordance with the system elements outlined in this SOW. 2.3.2 Customer responsibilities 2.3.2.1 Inform system users of software upgrade plans and scheduled system downtime. 2.3.2.2 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. 2.4 Upgrade Completion 2.4.1 Motorola responsibilities 2.4.1.1 Validate all certified system upgrade deliverables are complete as contractually required. 2.4.1.2 Deliver post upgrade implementation training to the customer as needed, up to once per system. 2.4.1.3 Obtain upgrade completion sign off from the customer. 2.4.2 Customer Responsibilities 2.4.2.1 Cooperate with Motorola in efforts to complete any post upgrade punch list items as needed. 2.4.2.2 Cooperate with Motorola to provide relevant post upgrade implementation training as needed. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.4.2.3 Provide Motorola with upgrade completion sign off. 3.0 Exclusions and Limitations 3.1 The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA II unless otherwise agreed in writing by Motorola and included in this SOW. 3.2 The parties acknowledge and agree that the ASTRO 25 SUA II does not cover the following products: • MCC5500 Dispatch Consoles • MIP5000 Dispatch Consoles • Plant/E911 Systems • MOTOBRIDGE Solutions • ARC 4000 Systems • Motorola Public Sector Applications Software("PSA") • Custom SW, CAD, Records Management Software • Data Radio Devices • Mobile computing devices such as Laptops • Non-Motorola two-way radio subscriber products • Genesis Products • Point-to-point products such as microwave terminals and association multiplex equipment 3.3 ASTRO 25 SUA H does not cover any hardware or software supplied to the Customer when purchased directly from a third party,unless specifically included in this SOW. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal Is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-5 3.4 ASTRO 25 SUA II does not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system,or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti-virus or other security applications(such as Norton). 3.5 Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA II are not included in the coverage of this SOW unless otherwise agreed to in writing by Motorola. 4.0 Special provisions 4.1 Customer acknowledges that if its System has a Special Product Feature,additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature. Upon request,Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA H. 4.2 Customer will only use the software(including any System Releases)in accordance with the applicable Software License Agreement. 4.3 ASTRO 25 SUA II services do not include repair or replacement of hardware or software that is necessary due to defects that are not corrected by the system release,nor does it include repair or replacement of defects resulting from any nonstandard, improper use or conditions;or from unauthorized installation of software. 4.4 ASTRO 25 SUA II coverage and the parties' responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer's system or discontinues the ASTRO 25 SUA II program; in either case,Motorola will refund to Customer any prepaid fees for ASTRO 25 SUA II services applicable to the terminated period. 4.5 If Customer cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date,Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. 4.6 The SUA II annualized price is based on the fulfillment of the two year term. If Customer terminates,except if Motorola is the defaulting party,Customer will be required to pay for the balance of payments owed if a system release upgrade has been taken prior to the point of termination. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-6 APPENDIX A - ASTRO 25 SYSTEM RELEASE UPGRADE PATHS Platform Certified Upgrade Paths Release Pre-7.7 7.7 Upgrade to Current Release 7.8 7.9 7.11 NA 7.14 7.13 7.14 7.15 7.14 7.15 7.16 7.15 7.16 7.17 7.16 7.17 7.18 (Planned) 7.17 7.18 (Planned) 7.19 (Planned) • The information contained herein is provided for information purposes only and is intended only to outline Motorola's presently anticipated general technology direction. The information in the roadmap is not a commitment or an obligation to deliver any product, product feature or software functionality and Motorola reserves the right to make changes to the content and timing of any product, product feature or software release. • The most current system release upgrade paths can be found in the most recent SMA bulletin. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-7 APPENDIX B - SYSTEM PRICING CONFIGURATION This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 SUA ll price adjustment. Master Site Configuration Master Site Configuration K2 # of Master Sites 1 #of DSR Sites 0 System Level Features 1551 8000/CSSI 8000-Total #of Servers(2 if redundant and/or DSR) 0 MOSCAD NFM RTU(typically 1 per site location) 0 Network Management Clients 0 MOSCAD NFM/SDM Clients 0 Unified Network Services (UNS) 0 (ex: POP25, Presence Notifier, Text Messaging, Outdoor Location, KMF/OTAR) Telephone Interconnect 0 InfoVista-Transport Network Performance Service (One per system) 0 Security Configuration Firewalls _ 0 Intrusion Detection Sensors (IDS) 0 Centralized Event Logging [SysLog] 0 Zone Core Protection (2CP) 0 Radio Authentication 0 RF Site Configuration Simulcast Prime Sites (including co-located/redundant) 0 RF Sites (includes Simulcast sub-sites, ASR sites, HPD sites) 0 I GTR 8000 Base Stations 0 HPD Base Stations 0 QUANTAR Base Stations 0 STR 3000 Base Stations 0 SmartX Site Converters 0 Dispatch Site Configuration Dispatch Sites 1 Gold Elite Consoles 0 MCC 7500 Dispatch Consoles 0 MCC 7100 Dispatch Consoles 8 Archiving Interface Server 0 Conventional Channel Gateways 6 Third Party Elements NICE Logging recorders (IP,Telephony, or Analog) _ 0 Verint Logging recorders (IP, Telephony, or Analog) 0 Mach Alert FSA 0 Genesis applications 0 Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-8 SECTION 3 LIFECYCLE MANAGEMENT PRICING The table below summarizes annual pricing for ten years, providing up to five upgrades in that ten year period. Customer will make payments to Motorola annually in advance of each defined yearly cycle. The initial payment will be billed upon the contract effective date,and annually thereafter. The annual pricing summary is defined below. Payments arc due within thirty(30)days after the date of each invoice. Customer will make payments when due in the form of a check,cashier's check,or wire transfer drawn on a U.S. financial institution and in accordance with the following payment schedule. Pricing is valid through February 15,2019. Lifecycle Products(NSAD) 2019 2020 2021 2022 2023 2024 System Upgrade Agreement II(SUA II) $26,890 S22,648 $22,886 $23,130 $23,382 S23,641 Lifecycle Products (NSAD) 2025 2026 2027 2028 Total System Upgrade Agreement II(SUA II) $23,908 $24,183 $24,466 S24,757 S239,891 LewiS County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Lifecycle Management Pricing 3-9 SECTION 4 CONTRACTUAL DOCUMENTATION Communications System And Services Agreement Motorola Solutions, Inc. ("Motorola") and Lewis County 911 ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System and Services, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration. the Parties agree as follows: Section 1 ATTACHMENTS 1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and implementation. These Exhibits are incorporated into and made a part of this Agreement. Exhibit A "Motorola Software License Agreement" Exhibit B "Payment" Exhibit C Technical and Implementation Documents C-1 "System Description" dated July 12, 2018 C-2 "Pricing Summary& Equipment List"dated July 12, 2018 C-3 "Implementation Statement of Work" dated July 12. 2018 C-4 'Acceptance Test Plan"or"ATP"dated July 12, 2018 C-5 "Performance Schedule"dated July 12, 2018 Exhibit D 'System Acceptance Certificate" 1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription services in addition to the System and related services. Any such services will be governed by the terms in the main body of the Agreement and an applicable Addendum containing terms specific to such service. Such Addendums will be labeled with the name of the service being purchased. 1.3 In interpreting this Agreement and resolving any ambiguities. 1) the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through D will be resolved in their listed order, and 2) The applicable service Addendum will take precedence over the main body of the Agreement and the Exhibits. Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or cisctcsure of this proposal is subject to the restrictions on the cover page Motorola Solutions Confidential Restricted Contractual Documentation 4-1 • "Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and conditions applicable to a particular service or other offering beyond the communication System and System implementation services.The terms in the Addendum are applicable only to the specific service or offering described therein. "Administrative User Credentials" means an account that has total access over the operating system,files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Confidential information" means all information consistent with the fulfillment of this Agreement that is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence of this Agreement are considered Confidential Information. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30)days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. "Contract Price" means the price for the System and implementation Services, excluding applicable sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment Schedule"or the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are not included in the Contract Price. "Deliverables" means all written information (such as reports, specifications, designs, plans, drawings, analytics, Solution Data, or other technical or business information)that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer under this Agreement. The Deliverables, if any, are more fully described in the Statement of Work. "Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may from time to time, including during the course of providing the Services, develop and/or use and/or to which Motorola provides Customer access. "Effective Date" means that date upon which the last Party executes this Agreement. "Equipment" means the hardware components of the Solution that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. "Feedback" means comments or information, in oral or written form, given to Motorola by Customer in connection with or relating to Equipment or Services, during the term of this Agreement. "Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes,fires,floods, epidemics, embargoes,war, riots,or any other similar cause. "Motorola Software" means software that Motorola or its affiliated companies owns. "Non-Motorola Software" means software that a party other than Motorola or its affiliated companies owns. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. "Proprietary Materials" means certain software tools and/or other technical materials, including, but not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models, methodologies, programs, systems, analysis frameworks, leading practices and specifications which Motorola has developed prior to, or independently from, the provision of the Services and/or which Motorola licenses from third parties. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, Lewis County Revised 12 July 2018 Llfecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-2 • enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. "Services" means system implementation, maintenance, support, subscription, or other professional services provided under this Agreement, which may be further described in the applicable Addendum and/or SOW. "Software" (i) means proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. "Software Support Policy" ("SwSP") means the policy set forth at http://www.motorolasolutions.com/softwarepolicy describing the specific technical support that will be provided to Customers under the Warranty Period and during any paid maintenance support period for Motorola Software. This policy may be modified from time to time at Motorola's discretion. "Solution" means the combination of the System(s) and Services provided by Motorola under this Agreement. "Solution Data" means Customer data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content to data consumers, including customers or citizens which is made available to Customer with the Solution and Services. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. "SUA"or"SUA II" means Motorola's Software Upgrade Agreement program. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. "System" means the Equipment, including incidental hardware and materials, Software, and design, installation and implementation services that are combined together into an integrated system; the System(s) is (are) described in the Technical and Implementation Documents. "System Acceptance" means the Acceptance Tests have been successfully completed. "System Data" means data created by, in connection with or in relation to Equipment or the performance of Services under this Agreement. "Warranty Period"for System Hardware, Software, or services related to system implementation means one (1) year from the date of System Acceptance or Beneficial Use,whichever occurs first. Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety (90) days from performance of the Service. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a change order or Addendum. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. The term and the effective Lewis County Revised 12 July 2018 Lirecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 4-3 date of recurring Services will be set forth in the applicable Addendum. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of the Agreement, Customer may order additional Equipment or Software, if it is then available. Each purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Additional or contrary terms in the purchase order will be inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://businessonline.motorolasolutions.com and the MOL telephone number is (800) 814-0601. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Motorola Software License Agreement in Exhibit A ("Software License Agreement"). Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 SERVICES 4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer's issuance and Motorola's acceptance of a purchase order for Services will serve as an automatic extension of the Agreement for purposes of the continuing Services. Only the terms and conditions applicable to the performance of Services will apply to the extended Agreement. 4.2. MAINTENANCE, SUPPORT, AND SUA SERVICES. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance Services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in the Maintenance and Support Addendum. Support for the Motorola Software will be in accordance with Motorola's established Software Support Policy. Copies of the SwSP can be found at http://www.motorolasofutions.corn/softwarepolicy and will be sent by mail, email or fax to Customer upon written request. Maintenance Services and support during the Warranty Period are included in the Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 4-4 Contract Price. If Customer wishes to purchase 1) additional maintenance or software support services during the Warranty Period; or 2) continue or expand maintenance, software support, installation, and/or SUA services after the Warranty Period, Motorola will provide the description of and pricing for such services in a separate proposal document. Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable to those maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal. These collective terms will govern the provision of such Services. To obtain any such additional Services, Customer will issue a purchase order referring to this Agreement and the separate proposal document. Omission of reference to this Agreement in Customer's purchase order will not affect the applicability of this Agreement. Motorola's proposal may include a cover page entitled "Service Agreement" or "Installation Agreement", as applicable, and other attachments. These cover pages and other attachments are incorporated into this Agreement by this reference. 4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or subscription Services as part of the Solution, additional or different terms specific to such Service will be included in the applicable Addendum and will apply to those Services. Customer may purchase additional professional or subscription services by issuing a purchase order referencing this Agreement and Motorola's proposal for such additional services. 4.4. Any information in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed, accessed, will remain Motorola's property, will be deemed proprietary, Confidential Information. This Confidential Information will be promptly returned at Motorola's request. 4.5. TOOLS. All tools, equipment, dies,gauges, models,drawings or other materials paid for or furnished by Motorola for the purpose of providing Services under this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer. 4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering Services under this Agreement. If this provision is found to be overly broad under applicable law,it will be modified as necessary to conform to applicable law. 4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to perform the Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed, Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price, subscription fees, project schedule, Deliverables, or other changes may be necessary. 4.9. NON-PRECLUSION. if, as a result of the Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations,or policies. Lewis County Revised 12 July 2018 Lirecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Contractual Documentation 4-5 4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary Materials. 4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this Agreement at the direction of Customer will be considered to be additional Services which are subject to additional charges. Any agreement to perform additional Services will be reflected in a written and executed change order, Addendum or amendment to this Agreement. Section 5 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 6 CONTRACT PRICE,PAYMENT AND INVOICING 6.1. Customer affirms that a purchase order or notice to proceed is not required for contract performance or for subsequent years of service, if any, and that Customer will appropriate funds according to the Payment Schedule. The Customer will pay all invoices as received from Motorola and any changes in scope will be subject to the change order process as described in this Agreement. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $ 239.891.00 . If applicable, a pricing summary is included with the Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an integrated System. A reduction in Software or Equipment quantities, or Services, may affect the overall Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the proposal, or the applicable Addendum. 6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment schedule in Exhibit B. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty(30)days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola is 36- 1115800. 6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-6 r"■ 6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Name:Lewis County 911 Communications Address: 351 NW North Street. Chehalis.WA,98532 Phone: 360-740-1464 Email: Scott.Smithermanta)_Lewiscountywa.gov The address which is the ultimate destination where the Equipment will be delivered to Customer is: Name: Lewis County 911 Communications Address: 351 NW North Street, Chehalis WA.9£i532 The Equipment will be shipped to the Customer at the following address(insert if this information is known): Name: Lewis County 911 Communications Address: 351 NW North Street. Chehalis.WA.98532 Phone: 360-740-1464 Customer may change this information by giving written notice to Motorola. Section 7 SITES AND SITE CONDITIONS 7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the worksites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Lewis County Revised 12 July 2018 Lifecycie Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. fa Motorola Solutions Confidential Restricted Contractual Documentation 4-7 /4.1 /'ti Section 8 TRAINING Any training to be provided by Motorola to Customer will be described in the applicable Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 9 SYSTEM ACCEPTANCE 9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 10 REPRESENTATIONS AND WARRANTIES 10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs fi rst, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes beyond Motorola's control, this warranty expires eighteen (18)months after the shipment of the Equipment. 10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Software in accordance with the warranty terms set forth in the Software License Agreement and the provisions of this Section that are applicable to the Software. If System Acceptance is delayed beyond six(6) months after shipment of the Motorola Software by events or causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Contractual Documentation 4-8 the Motorola Software. Nothing in this Warranty provision is intended to conflict or modify the Software Support Policy. In the event of an ambiguity or conflict between the Software Warranty and Software Support Policy, the Software Support Policy governs. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will be provided in a good and workmanlike manner and will conform in all material respects to the applicable Statement of Work. Services will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer(collectively, "recommendations"). Motorola makes no warranties concerning those recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the recommendations and the results to be realized from implementing them. 10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. These actions will be the full extent of Motorola's liability for the warranty claim. In the event of a valid Services warranty daim, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro- rate basis, the fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System or Services for commercial, industrial, or governmental use only, and are not assignable or transferable. 10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT,AND FITNESS FOR A PARTICULAR PURPOSE. Section 11 DELAYS 11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly(but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs,the Parties will execute a change order to extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the circumstances. 11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. l® Motorola Solutions Confidential Restricted Contractual Documentation 4-9 contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 12 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement(a"Dispute"). 12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10)days from the Notice of Dispute, the Parties will proceed to mediation. 12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of lathes, waiver or estoppel to affect adversely the rights of either Party. Section 13 DEFAULT AND TERMINATION 13.1. DEFAULT BY A PARTY. if either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty(30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal Is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-10 specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. Section 14 INDEMNIFICATION 14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense,judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt,written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This Section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. Notwithstanding,this obligation does not apply if Motorola is entitled to immunity under the NG911 Act of 2012. 14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola 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 Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt,written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 14.3. PATENT AND COPYRIGHT INFRINGEMENT. 14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third- party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b)the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f)the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 14.3.4. This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability in the Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 4-11 event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 15. Section 15 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or implementation Services with respect to which losses or damages are claimed. With respect to all non-implementation Services and unless as otherwise provided under the applicable Addenda, Motorola's total liability will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY Motorola PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1)year after the accrual of the cause of action, except for money due upon an open account. Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS 16.1. CONFIDENTIAL INFORMATION. 16.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term of this Agreement and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (i) not disclose Confidential Information to any third party unless required by the State of Washington Public Records Act; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this Agreement. 16.1.3. All Confidential Information remains the property of the Discloser and will not be copied or reproduced without the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-12 and to the extent authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. 16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. 16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement, Motorola will have no obligation to provide Customer with access to its Confidential information and/or proprietary information. Under no circumstances will Motorola be required to provide any data related to cost and pricing. 16.4 DATA AND FEEDBACK. 16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data created solely by it or its agents (hereafter, "Customer Data""), and grants to Motorola the right to use, host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate, transmit, publish,display, and distribute such Customer Data. 16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data"). 16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvements made to Motorola products or services conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Motorola product or service will vest solely in Motorola. Section 17 GENERAL 17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 4-13 • benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power,or the waiver of any other right or power. 17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable,that part will be severed and the remainder of this Agreement will continue in full force and effect. 17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt. 17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC")licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 17.9. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 17.10. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant access to the Administrative User Credentials to those personnel with the training and experience to correctly use them. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support personnel. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made using the Administrative User Credentials may impact Motorola's ability to perform Services or other obligations under the Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 17.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6(Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 6.1 and 6.2 (Contract Price and Invoicing and Payment); Subsection 10.8 (Disclaimer Lewis County Revised 12 July 2018 Lifecycte Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-14 of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of Liability); and Section 16 (Confidentiality and Proprietary Rights);and all of the General provisions in Section 17. 17.12. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing,or by electronic signature,including by email. An electronic signature, or a facsimile copy or computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect as an original signature. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions,Inc. Customer (/ BY('1ir L By: �. Name:G 4 , EAhee) Lj Name: V��1/t1�HF1C��Q Title: .5/"! Title: tASZ EvA3:4., L.,1\›„Itr_t‘ Date: ///45A U Date: 1 A-7 1lfs Lewis County Revised 12 July 2018 Ufecycte Suslainment Services Use or disclosure of this proposal is subject to tho restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-15 Scanned by CamScanner Exhibit A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and Lewis County 911 ("Licensee"), For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License"means the terms or conditions under which the Open Source Software is licensed. 1.5 'Primary Agreement°means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products.This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-16 Exhibit A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"),and Lewis County 911 ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 'Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 'Open Source Software' means software with either freely obtainable source code, license for modification,or permission for free distribution. 1.4 "Open Source Software License"means the terms or conditions under which the Open Source Software is licensed. 1.5 °Primary Agreement"means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary software or products containing embedded or pre-loaded proprietary software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the proprietary software and affiliated documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of Lewis County Revised 12 July 2018 Lifecycte Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 4-16 the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; and(ii)identify the Open Source Software(or specify where that license may be found). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i)install a licensed copy of the Software on more than one unit of a Designated Product;or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Contractual Documentation 4-17 • Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software,when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use),whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than CPS and Motorola's FLASHport®software)which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 4-18 I"`■ e•• copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 Commercial Computer Software 9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of"commercial computer software" and "computer software documentation" as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i)only as commercial items, and (ii)with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 4-19 Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES.The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-20 /4"■ /amb1 Exhibit B PAYMENT Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has purchased additional Professional or Subscription services, payment will be in accordance with the applicable addenda. Payment for the System purchase will be in accordance with the following milestones. For Lifecycle Support Plan and Subscription Based Services: Motorola will invoice Customer annually in advance of each year of the plan. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-21 r'q EXHIBIT D System Acceptance Certificate Customer Name: Lewis County 911 Project Name: Lifecycle Sustainment Services This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Lows County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-22 MAINTENANCE, SUPPORT AND SUA ADDENDUM This Addendum to the Communications System and Services Agreement or other previously executed Agreement currently in force, as applicable ("Primary Agreement") provides additional or different terms and conditions to govern the sale of Maintenance, Support and SUA II services. The terms in this Addendum are integral to and incorporated into the Primary Agreement signed by the Parties. 1. DEFINITIONS All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement. "SUA"or"SUA 11" means Motorola's Software Upgrade Agreement program. 2. SCOPE Motorola will provide Maintenance and Support Services and/or SUA Services as further described in the applicable Statement of Work, or attachment to Motorola's proposal for additional services. 3. TERMS AND CONDITIONS The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence. 3.1 MAINTENANCE AND SUPPORT SERVICES 3.1.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued, or expanded maintenance and software support, during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by Motorola. 3.1.2 START DATE. The "Start Date" for Maintenance and Support Services will be indicated in the proposal or a cover page entitled"Service Agreement". 3.1.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date or one Party notifies the other in writing of its intention to discontinue the Services, this Agreement will renew for an additional one (1)year term on every anniversary of the Start Date. At the anniversary date, Motorola may adjust the price of the Services to reflect the renewal rate. 3.1.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or more prior to the anniversary date. If Motorola provides Services after the termination or expiration of this Addendum, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 3.1.5 EQUIPMENT DEFINITION. For maintenance and support services, Equipment will be defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and support proposal. 3.1.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from Motorola that becomes part of the System, the additional hardware may be added to this Addendum and will be billed at the applicable rates after the warranty period for that additional equipment expires. Such hardware will be included in the definition of Equipment. 3.1.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer's product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola parts or parts of equal Lewis County Revised 12 July 2018 Litecycle Sustainment Services Use or disclosure of this proposal Is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Contractual Documentation 4-23 quality will be used for Equipment maintenance. 3.1.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken cut of service. Customer's obligation to pay maintenance and support fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. If Equipment cannot, in Motorola's reasonable opinion. be properly or economically maintained for any reason, Motorola may modify the scope of Services related to that Equipment: remove that Equipment from the Agreement: or increase the price to maintain that Equipment. 3.1.9 EQUIPMENT FAILURE. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customers notification in a manner consistent with the level of Service purchased as indicated in this Addendum and applicable SOW. 3.1.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 3.1.11 EXCLUDED SERVICES. a) Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards: excessive wear and tear: or accident. liquids, power surges. neglect. acts of God or other force majeure events. b) Unless specifically included in this Addendum, Service excludes items that are consumed in the normal operation of the Equipment. such as batteries or magnetic tapes.: upgrading or reprogramming Equipment; accessories. belt clips. battery chargers. custom or special products, modified units. or software: and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web. or for Equipment malfunction caused by the transmission medium. 3.1.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum and/or the SOW. When Motorola performs maintenance. support, or installation at Customer's location. Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless othervvise stated in this Addendum or applicable SOW. the hours of Service will be 8:30 a.m.to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services. Customer agrees to reimburse Motorola for those charges and expenses. 3.1.13 CUSTOMER CONTACT. Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day. seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact. as needed. with Motorola. 3.2 SUA SERVICES 3.2.1 The Software License Agreement included as Exhibit A to the Primary Agreement applies to any Motorola Software provided as part of the SUA transactions. 3.2.2 The term of this Addendum is 10 years, commencing on January , 201,9. The SUA Price for the 10 years of services is $ 239,891 , excluding applicable sales or use taxes but including discounts as more fully set forth in the pricing pages. Because the SUA is a subscription service as more fully described in the applicable SUA Statement of Work, payment from Customer is due in advance and will not be in accordance with any Payment Milestone Schedule. Lewis County Revised 12 July 21718 Ldecycle 5usta;nment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 4-24 3.2.3 The System upgrade will be scheduled during the subscription period and will be performed when Motorola's system upgrade operation resources are available. Because there might be a significant time frame between when this Addendum is executed and when a System upgrade transaction is performed, Motorola may substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the initially promised Equipment or Software. 3.2.4 Acceptance of a SUA transaction occurs when the Equipment (if any) and Software are delivered and the SUA services are fully performed: there is no Acceptance Testing with a SUA transaction. 3.2.5 The Warranty Period for any Equipment or Motorola Software provided under a SUA transaction will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90) days rather than one(1) year. The ninety (90) day warranty for SUA services is set forth in the SUA Statement of Work. 3.2.6 In addition to the description of the SUA services and exclusions provided in the SUA Statement of Work, the following apply: a) Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. b) SUA services exclude the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner: use not in compliance with applicable industry standards: excessive wear and tear: or accident. liquids, power surges, neglect, acts of God or other force majeure events. c) Unless specifically included in this Addendum or the SUA Statement of Work, SUA services exclude items that are consumed in the normal operation of the Equipment: accessories; and repair or maintenance of any transmission line. antenna, microwave equipment, tower or tower lighting, duplexer, combiner. or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks. the internet or the worldwide web. or for Equipment malfunction caused by the transmission medium. d) Customer will provide Motorola with designated points of contact(list of names and phone numbers) that will be available during the performance of the SUA services. 3.2.7 The SUA annualized price is based on the fulfillment of the two year cycle. If Customer terminates this service during a two year cycle, except for Motorola's default, then Customer will be required to pay for the balance of payments owed for the two year cycle if a major system release has been implemented before the point of termination. 3.2.8 If Customer terminates this service and contractual commitment before the end of the 1Q year term, for any reason other than Motorola's default, then the Customer will pay to Motorola a termination fee equal to the discount realized for the Term of the Contract. 3.2.9 SUA INFLATION ADJUSTMENT.After the end of the first year of the SUA service period in this Addendum and each year after, if the change in the U.S. Department of Labor. Consumer Price Index, all Items. Unadjusted Urban Areas (CPI-U) annual index for each SUA year exceeds five percent (5%). the price for the coming year's services will increase by an incremental dollar amount per the following formula: Current year's maintenance price * (actual change in the CPI - 5 percentage points). The successive year's service will increase from this new baseline by the dollar amount as described in the Pricing Exhibit. This adjustment will be calculated 60 days prior to the 12th/24th/36th, etc. anniversary of the end of the last service period in this Addendum. It will be calculated based upon the CPI for the most recent twelve month increments beginning from the most current month available as posted by the U.S. Department of Labor. The price adjustment would fix the price for the following 12 months. Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposals subject to the restrictions on the cover page © Motorola Solutions Confidential Restricted Contractual Documentation 4-25 4. ENTIRE AGREEMENT This Addendum, any related attachments, and the Primary Agreement, constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Addendum may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase or purchase order, acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a representative of each Party signs that document. END • Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Contractual Documentation 4-26 SECTION 5 PRODUCT LITERATURE Motorola has included the following brochure in this section: • ASTR(? 25 System Release Support Fact Sheet Lewis County Revised 12 July 2018 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Product Literature 5-1 F4CT;;,HEFT ASTRO' 25 SYSTEM RELEASE SUPPORT MOTOROLA ASTRO' 25 SYSTEM RELEASE SUPPORT PROGRAM Your ASTRO 25 radio system is composed of powerful IP-based computing platforms with modern operating systems and software applications. Like other IP systems in the communication and computing industry, much of the ASTRO 25 value is realized through software and software applications. The challenge of keeping up with rapidly changing operating systems and technology transitions is achieved through software maintenance. Software providers expend strategy,development STANDARD SUPPORT and validation resources to seamlessly keep up with Standard support will be offered for a period of 4 years these transitions and ensure ongoing operation and from factory ship acceptance date of the ASTRO 25 support. Regular software updates help to keep your release. system operating at peak performance while giving you EXTENDED SUPPORT access to the latest technologies for new features and capabilities. Extended Support begins when the Standard Support period expires. It will be offered in years 5 through 7 Motorola continues to invest in extending the useful life from the factory ship acceptance date. of the solutions we offer through Lifecycle Management END OF ALL SUPPORT services to help you keep your ASTRO 25 system updated with the most current hardware and software. After year 7 from factory ship acceptance date of the This means that your system is fully supported by ASTRO 25 software release,no Lifecycle Software Motorola and Motorola's technology partners.Without and maintenance service support will be available. a software support plan, systems fixed in time will Resolution to any issue will require migrating your reach a point where Motorola will no longer be able to system to the current release. support them. Now is the time to evaluate your support needs for your Motorola is aligning its support services with industry mission critical communication system. Motorola field practices and is updating the ASTRO 25 system and sales and service teams are available to evaluate your software support program. existing configuration and create a plan to keep your system operating at peak performance. MOTOROLA MOTO.Mo T oROI A Sow!IONS all the Stylized M Logo ar;rrariemaris nr registered trademarks or Motorola Trademark Holdings.LLC and are used under license.All other trademarks a•a'.he 'a il5 Motorola tnc.All ngtus reserved © MOTOROLA [iäcc AGENDA M SUMMARY '""' Resolution: BOCC Meeting Date: Aug 20,2018 Suggested Wording for Agenda Item: Agenda Type: Consent Approving a ten year agreement between Motorola and Lewis County Department of Emergency Services for a Life-cycle maintenance agreement. Contact Dave Anderson Phone: X3394 Department: DEM Action Needed: Approve Resolution Description The Lewis County Department of Emergency Services has an E911 Emergency Dispatch Center which is responsible for Emergency Dispatch Services for all Police, Fire and EMS units within Lewis County. Motorola is the primary vendor for the MC7100 Radio Console equipment. This agreement will allow for life-cycle upgrades to keep the existing radio console equipment in 911 refreshed, sustained, and supported. In exchange for this service,the parties involved agree to the following services and rate structure; Services: Motorola agrees to perform the following services for Lewis County 911 Communications: 1.0 Description of Service and Obligations 1.1 As system releases become available, Motorola agrees to provide the Customer with the software,hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for their ASTRO 25 system. At the time of the system release upgrade,Motorola will provide applicable patches and service pack updates when and if available. Currently, Motorola's service includes 3rd party SW such as Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Motorola will only provide patch releases that have been analyzed,pre-tested, and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do not interfere with the ASTRO 25 network functionality. 1.2 The Customer will have, at its option, the choice of upgrading in either Year 1 or Year 2 of the coverage period. To be eligible for the ASTRO 25 SUA II, the ASTRO 25 system must be at system release 7.7 or later. 1.3 ASTRO 25 system releases are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola's option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola's Systems Integration Test lab. 1.4 The price quoted for the SUAII requires the Customer to choose a certified system upgrade path from the list of System Release Upgrade Paths available to the Customer as per the system release upgrade chart referenced and incorporated in Appendix A. Should the Customer elect an upgrade path other than one listed in Appendix A, the Customer agrees that additional costs may be incurred to complete the implementation of the certified system upgrade. In this case,Motorola agrees to provide a price quotation for any additional materials and services necessary. 1.5 ASTRO 25 SUA II entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. 1.6 The following ASTRO 25 certified system release software for the following products are covered under this ASTRO 25 SUA II: base stations, site controllers,comparators, routers,LAN switches, servers, dispatch consoles, logging equipment,network management terminals,Network Fault Management("NFM")products, network security devices such as firewalls and intrusion detection sensors, and associated peripheral infrastructure software. 1.7 Product programming software such as Radio Service Software ("RSS"),Configuration Service Software ("CSS"), and Customer Programming Software ("CPS") are also covered under this SUA II. 1.8 ASTRO 25 SUA II makes available the subscriber radio software reh..,ses that are shipping from the factory during the SUA II coverage period. New subscriber radio options and features not previously purchased by the Customer are excluded from ASTRO 25 SUA II coverage. Additionally, subscriber software installation and reprogramming are excluded from the ASTRO 25 SUA II coverage. 1.9 Motorola will provide certified hardware version updates and/or replacements necessary to upgrade the system with an equivalent level of functionality up to once in a two-year period. Hardware will be upgraded and/or replaced if required to maintain the existing feature and functionality. Any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Unless otherwise stated,platform migrations such as,but not limited to, stations,consoles, backhaul,civil, network changes and additions, and managed services are not included. 1.10 The following hardware components, if originally provided by Motorola, are eligible for full product replacement when necessary per the system release upgrade : 1.10.1 Servers 1.10.2 PC Workstations 1.10.3 Routers 1.10.4 LAN Switches 1.11 The following hardware components,if originally provided by Motorola, are eligible for board- level replacement when necessary per the system release upgrade. A"board-level replacement" is defined as any Field Replaceable Unit("FRU") for the products listed below: 1.11.1 GTR 8000 Base Stations 1.11.2 GCP 8000 Site Controllers 1.11.3 GCM 8000 Comparators 1.11.4 MCC 7500 Console Operator Positions 1.11.5 STR 3000 Base Stations 1.11.6 Quantar Base Stations 1.11.7 Centracom Gold Elite Console Operator Interface Electronics 1.11.8 Centracom Gold Elite Central Electronics Banks 1.11.9 Ambassador Electronics Banks 1.11.10 Motorola Gold Elite Gateways 1.11.11 ASTROTAC Comparators 1.11.12 PSC 9600 Site Controllers 1.11.13 PBX Switches for Telephone Interconnect 1.11.14 NFM/NFM XC/MOSCAD RTU 1.12 The ASTRO 25 SUA II does not cover all products. Refer to section 3.0 for exclusions and limitations. 1.13 Motorola will provide implementation services necessary to upgrade the system to a future system release with an equivalent level of functionality up to once in a two-year period. Any implementation services that are not directly required to support the certified system upgrade are not included. Unless otherwise stated, implementation services necessary for system expansions, platform migrations, and/or new features or functionality that are implemented concurrent with the certified system upgrade are not included. 1.14 As system releases become available, Motorola will provide up to once in a two-year period the following software design and technical resources necessary to complete system release upgrades: 1.14.1 Review infrastructure system audit data as needed. 1.14.2 Identify additional system equipment needed to implement a system release, if applicable. 1.14.3 Complete a proposal defining the system release, equipment requirements, installation plan,and impact to system users. 1.14.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 1.14.5 Program management support required to perform the certified system upgrade. 1.14.6 Field installation labor required to perform the certified system upgrade. 1.14.7 Upgrade operations engineering labor required to perform the certified system upgrade. 1.15 ASTRO 25 SUA II pricing is based on the system configuration outlined in Appendix B.This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. 1.16 The ASTRO 25 SUA II apeiies only to system release upgrades wiL..,I the ASTRO 25 7.x platform. 1.17 Motorola will issue Software Maintenance Agreement ("SMA")bulletins on an annual basis and post them in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. 2.0 Upgrade Elements and Corresponding Party Responsibilities 2.1 Upgrade Planning and Preparation:All items listed in this section are to be completed at least 6 months prior to a scheduled upgrade. 2.1.1 Motorola responsibilities 2.1.1.1 Obtain and review infrastructure system audit data as needed. 2.1.1.2 Identify additional system equipment needed to implement a system release, if applicable. 2.1.1.3 Complete a proposal defining the system release, equipment requirements, installation plan, and impact to system users. 2.1.1.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 2.1.1.5 Inform Customer of high speed internet connection requirements. 2.1.1.6 Assign program management support required to perform the certified system upgrade. 2.1.1.7 Assign field installation labor required to perform the certified system upgrade. 2.1.1.8 Assign upgrade operations engineering labor required to perform the certified system upgrade. 2.1.1.9 Deliver release impact and change management training to the primary zone core owners, outlining the changes to their system as a result of the upgrade path elected. This training needs to be completed at least 12 weeks prior to the scheduled upgrade. This training will not be provided separately for user agencies who reside on a zone core owned by another entity. Unless specifically stated in this document,Motorola will provide this training only once per system. 2.1.2 Customer responsibilities 2.1.2.1 Contact Motorola to schedule and engage the appropriate Motorola resources for a system release upgrade. 2.1.2.2 Provide high-speed intemet connectivity at the zone core site(s)for use by Motorola to perform remote upgrades and diagnostics. High-speed internet connectivity must be provided at least 12 weeks prior to the scheduled upgrade. In the event access to a high-speed connection is unavailable, Customer may be billed additional costs to execute the system release upgrade. 2.1.2.3 Assist in site walks of the system during the system audit when necessary. 2.1.2.4 Provide a list of any FRUs and/or spare hardware to be included in the system release upgrade when applicable. 2.1.2.5 Purchase any additional software and hardware necessary to implement optional system release features or system expansions. 2.1.2.6 Provide or purchase labor to implement optional system release features or system expansions. 2.1.2.7 Participate in release impact training at least 12 weeks prior to the scheduled upgrade. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.2 System Readiness Checkpoint: All items listed in this section must be completed at least 30 days prior to a scheduled upgrade. 2.2.1 Motorola responsibilities 2.2.1.1 Perform appropriate system backups. 2.2.1.2 Work with the Customer to validate that all system maintenance is current. 2.2.1.3 Work with the Customer to validate that all available patches and antivirus updates have been updated on the customer's system. 2.2.2 Customer responsibilities 2.2.2.1 Validate system maintenance is current. 2.2.2.2 Validate that all available patches and antivirus updates to their system have been completed. 2.3 System Upgrade 2.3.1 Motorola responsibilities • /", 2.3.1.1 Perform system infrasti—cure upgrade in accordance with the sy.._..m elements outlined in this SOW. 2.3.2 Customer responsibilities 2.3.2.1 Inform system users of software upgrade plans and scheduled system downtime. 2.3.2.2 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. 2.4 Upgrade Completion 2.4.1 Motorola responsibilities 2.4.1.1 Validate all certified system upgrade deliverables are complete as contractually required. 2.4.1.2 Deliver post upgrade implementation training to the customer as needed,up to once per system. 2.4.1.3 Obtain upgrade completion sign off from the customer. 2.4.2 Customer Responsibilities 2.4.2.1 Cooperate with Motorola in efforts to complete any post upgrade punch list items as needed. 2.4.2.2 Cooperate with Motorola to provide relevant post upgrade implementation training as needed. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.4.2.3 Provide Motorola with upgrade completion sign off. 3.0 Exclusions and Limitations 3.1 The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA II unless otherwise agreed in writing by Motorola and included in this SOW. 3.2 The parties acknowledge and agree that the ASTRO 25 SUA II does not cover the following products: _MCC5500 Dispatch Consoles MIP5000 Dispatch Consoles Plant/E911 Systems MOTOBRIDGE Solutions _J ARC 4000 Systems _Motorola Public Sector Applications Software("PSA") _Custom SW, CAD, Records Management Software _Data Radio Devices _Mobile computing devices such as Laptops _Non-Motorola two-way radio subscriber products _Genesis Products _Point-to-point products such as microwave terminals and association multiplex equipment 3.3 ASTRO 25 SUA II does not cover any hardware or software supplied to the Customer when purchased directly from a third party,unless specifically included in this SOW. 3.4 ASTRO 25 SUA II does not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system, or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti-virus or other security applications (such as Norton). 3.5 Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA II are not included in the coverage of this SOW unless otherwise agreed to in writing by Motorola. 4.0 Special provisions 4.1 Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA II. 4.2 Customer will only use the software (including any System Releases)in accordance with the applicable Software License Agreement. 4.3 ASTRO 25 SUA II services do not include repair or replacement of hardware or software that is necessary /"`■ /a'■■ due to defects that are not corr.,,.ed by the system release, nor does it in—.,de repair or replacement of defects resulting from any nonstandard, improper use or conditions; or from unauthorized installation of software. 4.4 ASTRO 25 SUA II coverage and the parties' responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer's system or discontinues the ASTRO 25 SUA II program; in either case,Motorola will refund to Customer any prepaid fees for ASTRO 25 SUA II services applicable to the terminated period. 4.5 If Customer cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date,Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. 4.6 The SUA II annualized price is based on the fulfillment of the two year term. If Customer terminates,except if Motorola is the defaulting party, Customer will be required to pay for the balance of payments owed if a system release upgrade has been taken prior to the point of termination. Fees: As per the attached agreement,LC 911 Communications shall pay the following fee schedule; for 2019- $26,890,2020-$22,648,2021-$22,886,2022-$23,130, 2023-$23,382,2024-$23,641, 2025-$23,908,2026- $24,183, 2027-$24,466, and 2028-24,757. Additional Copies Steve Mansfield Cheryl Millman Ron Spenser Motorola