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HomeMy WebLinkAbout10 AG W/MOTOROLA 09-19-94ENDA____i NO. 10 9-19-94 ATE: September 15, 1994 TO: WILLIAM A. HUSTON, FROM: CiTY ATTORNEY SUBJECT: CITY MANAGER IIIL '~,~ ~ iSEP I 5 I ADMINISTRATION REQUEST FOR CITY COUNCIL APPROVAL OF AGREEMENTS WITH MOTOROLA TO PURCF~ASE HARDWARE AND SOFTWARE FOR THE 800 MHz SYSTEM The City Council has previously appropriated funds to upgrade the Tustin Police Department's communications dispatch center in order for it to interface with the proposed 800 MHz system that will be used throughout the County. The enclosed Agreements with Motorola, are in nearly final form. Resolution of the remaining issues by the City's negotiating team, consisting of representa- tives from the Police Department and the City Attorney's Office, is anticipated by September 19, 1994. The remaining issues consist primarily of legal issues relating to boilerplate clauses and cleanup of the technical language. If any substantive issues still remain by the time of the City Council meeting, we will let you know what those are, and request direction on their resolution so that this purchase can go forward. Recommendation Approve the attached Agreements with Motorola, subject to modifications approved by the City's negotiating team, and authorize execution by the Mayor. Lois E. Jef~Yra~;P ~ LEJ:cas :D: 09/15/94: (T106) At t achment s cc: W. D, Franks, Chief of Police Capt. Fred Wakefield Teri Helsel, Tustin Police Department Scottie Frazier, Tustin Police Department Danie I. Spence, Esq. COMMUNICATIONS SYSTEM AGREEMENT THIS AGREEMENT is made, 1994 between Motorola, Inc., a Delaware corporation, with offices at 1301 East Algonquin Road, Schaumburg, Illinois ("Seller"), and the City of Tustin ("Buyer"). Seller and Buyer may be referred to individually as "party" or jointly as the "parties." .WHEREAS, the County of Orange (the "County") is negotiating with Seller to purchase an 800 MHz communications system on behalf of itself and the various cities located within the County (the "Proposed County 800 MHz System") and to purchase such equipment as will enable the individual cities to convert to the Proposed County 800 MHz System; WHEREAS, Buyer desires to purchase a communications system, for utilization by the Tustin Police Department, that is compatible with the Proposed County 800. MHz System. ("Buyer's 450 Mhz Console Replacement System"); WHEREAS, Buyer's existing communications system is in poor condition and Buyer therefore desires to purchase Buyer's 450 Mhz Replacement System immediately, without awaiting completion of the County's negotiations of the Proposed County 800 MHz System and conversion contract with Seller (the "County Contract"); WHEREAS, Buyer believes it important to coordinate certain aspects of its purchase with the County in order to ensure the compatibility of Buyer's equipment, services and contract terms with those pertaining to the Proposed County 800 MHz System and the conversion; WHEREAS, Seller desires to sell to Buyer a communications system that is compatible with the Proposed County 800 MHz System; NOW THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties mutually agree as follows: Goods and Servlees Purchased. Seller shall sell to Buyer, and Buyer shall purchase from Seller, the hardware, software, equipment and furniture (collectively, the "Equipment") identified on Exhibit "A" attached hereto and incorporated herein by reference, together with such other goods and services (including, but not limited to installation and training) as are reflected in the Statement of Work attached hereto as Exhibit "B" and incorporated herein by reference. Purchase Price and Payment. The purchase price for the goods and services purchased hereunder shall be $241,086.08 (the 9/14/94 1 o "Purchase Price"). Upon full execution of this Agreement and receipt of a purchase order from Buyer, Seller shall invoice Buyer for the full amount of the Purchase Price. Buyer shall, within thirty (30) days of receipt of the invoice, deliver to Seller Buyer's warrant or check, in the full amount of the Purchase Price, made payable to Seller. Performance Bond. Within fifteen (15) days of receipt of Buyer's purchase order, Seller shall provide Buyer with a 100% performance bond in a form acceptable to Buyer. The surety shall be licensed to do business in, and shall be in good standing in, the State of California and shall have a Best's Key Rating of at least A VII. Scope of Work. A. Seller shall furnish the Equipment and provide such tools, supplies, labor and supervision necessary for the Equipment to be installed as detailed in the Statement of Work. Chapter 2, Section 4.2.1 of the Statement of Work is hereby clarified as follows - (1) the following language is hereby deleted: "Equipment provided in this SOW will be installed by Motorola. Removals and/or installations will only be performed by Motorola under the following conditions: To facilitate trouble shooting and malfunction investigation. To upgrade equipment or software", and (2) the following language is hereby inserted in its place: "Equipment provided in this SOW will be installed by Motorola. Removals and/or reinstallations will only be performed by Motorola under the following conditions: To facilitate trouble shooting and malfunction investigation. To upgrade equipment or software." B. Buyer shall, in addition to the responsibilities described in the Statement of Work as duties of the Buyer, perform the following duties as part of this Agreement: (1) Provide a designated Project Director; (2) Provide ingress and egress to the Site (as defined in paragraph 7 below) as requested by Seller and have the Site available for installation of the Equipment; notwithstanding the foregoing, however, Seller's access to the Site shall be limited as follows: (a) when Buyer has prepared the Site in the manner provided in the Statement of Work, it shall notify Seller; (b) Seller shall then inspect the Site to determine whether the Site is ready for installation; (c) if Seller determines that the Site is not yet ready for installation, it shall inform Buyer as to the steps necessary for completion of Site preparation; (d) after the Site has been prepared to Seller's satisfaction, Seller shall commence installation after at least forty-eight (48) hours written notice to Buyer; 9/~.4/94 2 (3) Provide adequate telephone lines for the installation and operation of the equipment; (4) Provide adequate AC Power at 117 VAC plus or minus 10%, 60 Hz for the installation and operation of the equipment; and (5) Provide a designated work area with adequate heat and light, and a storage area for equipment delivered to Buyer. Buyer shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Buyer's facilities and/or vehicles, except that Buyer shall not be liable for loss or damage to equipment due to Seller's negligence. Subsurface/Structural Conditions. This Agreement is predicated upon normal soil conditions defined by E.I.A. standard RS-222 (latest revision). Should Seller encounter subsurface, structural, and/or latent conditions at the site differing from those indicated on the specifications and used in the preparation of the bid price, Buyer will be given immediate notice of such conditions before they are further disturbed. Thereupon, Seller and Buyer shall promptly investigate the conditions and, if found to be different from those indicated on the specifications and used in the preparation of the bid price, shall adjust the plans and/or specifications as may be necessary. Any changes which cause an adjustment in the Purchase Price or in time required for the performance of any part of this Agreement shall result in a contract modification in accordance with paragraph 6 below. o Chanqes in Work. A. Buyer may, at any time, by written order submitted in accordance with the procedures set forth in Chapter 1 of the Statement of Work, make changes within the general scope of the work, including, but not limited to, revisions of, or additions to, portions of the,work, or changes in method of shipment or packaging and place of delivery. B. If any order under this paragraph 6 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, a mutually agreeable adjustment shall be made in the Purchase Price or delivery schedule, or both, and this Agreement shall be modified in pursuant to a Change Request as contained in the Statement of Work. Neither Seller nor Buyer is obligated to comply with any order hereunder unless and until the parties reach written agreement as to the aforementioned adjustment, in the manner provided in Chapter 1 of the Statement of Work. 7 o Site, Shipment and Title. and installed at Buyer's Way, Tustin, California The Equipment shall be delivered to offices located at 300 Centennial (the "Site"). Freight charges for 3 8 o 9 o delivery to the Site are included in the purchase price and no additional freight charges shall be paid by Buyer. Title and risk of loss shall pass to Buyer on delivery at the Site, subject to Buyer's right to reject the iEquipment on unsuccessful completion of the Acceptance Test. Period of Performance. A. Seller shall complete the work in accordance with the following schedule, based on receipt of an acceptable purchase order by September 26, 1994: (1) Delivery date of equipment - November 30, 1994 (2) Completion of installation - (a) Phase I Two Positions: December 5, 1994 (b) Phase II Two Positions: December 21, 1994 (3) Successful completion of Final Acceptance Test December 30, 1994 B. Whenever Seller knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the schedule set forth in subparagraph A above, Seller shall, within thirty (30) days of its knowledge of such actual or potential condition, give Buyer notice of the condition and Seller may request an extension of time to perform the work. C. In the event of failure or delay by Buyer in providing sites, space, approvals, licenses, or any other Buyer obligations required preceding delivery of the Equipment, it is agreed that Seller, at its sole discretion, may ship the Equipment as planned and that Buyer will accept the Equipment. Any additional costs incurred by Seller for storage of the Equipment will be invoiced and paid by Buyer. D. Time is of the essence of this Agreement. Seller's and Buyer's rights in the ~event that the schedule set forth in subparagraph A'above is riot met are more fully described in paragraphs 10 through 12 below. AcceDtance. The parties shall follow the acceptance test procedures contained in the Statement of Work, except to the extent that they contradict the provisions of this paragraph 9. An acceptance test shall be conducted after the first two positions are installed. Satisfactory completion of the acceptance test as to those two positions shall be conditional acceptance of those two positions. Once the third and fourth positions are installed, a second acceptance test shall be performed, which shall test not only the third and fourth positions, but also the four positions as a complete system 4 (the "Final Acceptance Test"). Final acceptance of the Equipment shall occur on successful completion of the Final Acceptance Test as to all four positions and all warranties shall 'run from successful completion of the Final Acceptance Test. 10. Excusable Delays. 11. A. Subject to the provisions of paragraph 8.B above, regarding notice by Seller, neither Seller nor Buyer shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified her~in may cause an impact on the period of performance stated in paragraph 8.A above. Such delays may be subject to a Change Request as described in paragraph 6 above; except that Buyer shall have the right to cancel for delays, whether excusable or not, as set forth in paragraph 11 below. Default. A. Even if Seller complies with the notice provisions of paragraphs 8.B and 10.A above, Buyer shall have the right to cancel this Agreement if the delivery date specified in paragraph 8.A is not met. Cancellation shall be effective upon twenty-four (24) hours notice to Seller. Buyer may opt to cancel rather than call on the performance bond. In the event of cancellation, Seller shall promptly refund the Purchase Price. B. After equipment delivery, if Seller is responsible for failure to complete installation as scheduled under paragraph 8.A or successfully complete the Final Acceptance Test as scheduled under paragraph 8.A,.Buyer may consider Seller to be in default, unless such failur~ has been caused by the conditions Set .forth in paragraph 10.A above. C. Buyer shall give Seller written notice of such default and Seller shall have thirty (30) days to provide a plan of action accePtable to Buyer to timely cure said default. If Seller fails to cure said default in accordance with the approved Plan of action, then Buyer may terminate this Agreement, or complete the system through a third party. In the event Buyer completes the system through a third party, Seller shall be responsible for the amount in excess of the Purchase Price incurred by Buyer in completing the system to a capability not exceeding that specified in the Agreement. IN THE EVElqT OF 9/~4/94 5 12. 13. 14. 15. 16. DEFAULT, SELLER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL OR CONSEQUENTIAL DAIHAGES. If this Agreement is terminated, Seller shall refund the Purchase .Price to Buyer concurrent with Buyer's return of the Equipment. Seller shall pick up the Equipment at the Site. Delays by Buyer. If Buyer is responsible for delays not included in paragraph 10.A above which cause the installation and acceptance of this system as defined herein, to be rescheduled beyond the period of performance set forth in paragraph 8.A above, Buyer shall be liable for actual and direct costs incurred by Seller, if any, resulting from these delays. Such charges may include, but are not limited to, additional engineering, rescheduling charges, storage charges, maintenance charges, and transportation charges. Buyer shall have the option to attempt to minimize actual costs incurred by storing and transporting the Equipment at its own expense. IN THE EVENT OF DEFAULT, BUYER SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL OR CONSEQUENTIAL DAMAGES. Licenses/Authorization. Buyer is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Seller nor any of its employees is an agent or representative of Buyer in FCC matters or otherwise. Seller, however, may assist in the preparation of the license application at no charge to Buyer. Buyer acknowledges that project implementation is predicated on receipt of proper FCC licensing. Indemnification. Seller agrees to and hereby indemnifies and saves Buyer harmless from all liabilities, judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from Buyer by reason of or on account of damage to the property of Buyer or the property of, injury to, or death of any person, when such damage or injury is caused by Seller's negligence or that of its employees, subcontractors, or agents while on the premises of Buyer during the delivery and installation of the Equipment.' IN NO EVENT WILL SELLER BE LIABLE FOR INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES. EquiDment Compatibility. Seller represents that the Equipment will perform in accordance with the specifications and the representations stated in Exhibits "A" and "B" and this Agreement. This representation does not extend to the Equipment when used in combination with products, elements or components not supplied by Seller. Project Manaqement. A. Seller shall assign a Project Manager, who is authorized to exercise technical direction of this project. Seller, at any time, may designate a new or alternate Project Manager, upon written notice to Buyer. The 6 17. preceding sentence shall not be construed as requiring Buyer's consent to the assignment of a new or alternate Project Manager, but is intended only to keep Buyer fully apprised of the proper individual to contact in connection with the performance of this Agreement. Seller shall, within five (5) business days of full execution of this Agreement, provide Buyer with written notice of the name, address and telephone number of the Project Manager. B. Ail matters affecting the terms of this Agreement or the administration thereof shall be referred to Seller's cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement on behalf of Seller. Seller shall, within five (5) business days of full execution of this Agreement, provide Buyer with written notice of the name, address and telephone number of the Contract Administrator. Noticg. A. Ail notices required to be given under this Agreement shall be in writing, delivered to the addresses shown below. Notice will be deemed given upon: (a) the date reflected on the return receipt, when notice is given by deposit in the United States Postal Service certified mail, return receipt requested, (b) written evidence of receipt of a facsimile, when notice is given by facsimile, or (c) affidavit of personal receipt, when notice is given by personal delivery. B. Notice to Seller shall be given at the address shown below, or such other address as the Seller may later specify by written notice to Buyer: Motorola, Inc. IL02-SH5 1301 East Algonquin Road Schaumburg, Illinois 60196 Attn: Contract Administration Department C. Notice to Buyer shall be given at the address shown below, or such other address as the Buyer may later specify by written notice to Seller: Captain Fred Wakefield Tustin Police Department~ 300 Centennial Way Tustin, California 92680 D. Notwithstanding subparagraph B above, however, in the context of warranty or license matters, notice to Seller shall be given at the address, and to the Seller contact, as specified in the warranty or the License Agreement, respectively. 18. 19. 20. 21. 22. Order of Precedence. To the extent of any conflict between the provisions of this Agreement and the provisions of any exhibit hereto, the provisions of the body of this Agreement shall control. Standards of Work. Seller agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. Seller warrants that all equipment provided under this Agreement shall be new and in good working condition. All packaging and packing shall be in accordance with good commercial practice. Taxes. The Purchase Price includes the payment of California sales tax, calculated at the rate of 7.75%. Buyer shall not be liable for any additional federal, state or local sales, excise, lease, gross income, service, rental, use, property, occupation or similar taxes. Warranties. A. Conformity - Seller represents and warrants that all Equipment delivered under this Agreement conforms in design, materials and workmanship to the appropriate Motorola technical specifications. Seller further warrants that the Equipment will interact according to the specifications contained in the Statement of Work. B. Performance Seller provides Buyer with the following performance warranties as to the Equipment, including software, being purchased hereunder: (1) the warranty for the Equipment other than software shall be in the form and substance of Exhibit "C" attached hereto and incorporated herein by reference, (2) the warranty for the software shall be as set forth in the License Agreement, and (3) extended warranties shall be as specifically referenced on Exhibit "A". The parties understand and agree that the Microsof.t Windows software described as item 14 on Exhibit "A" is warranted by Microsoft and that the Microsoft warranty shall be passed through to Buyer. License Aqreement. As part of this Agreement and prior to the date of delivery of Equipment to the Site, Seller and Buyer shall enter into a License Agreement pertaining to the licensing of the software identified on Exhibit "A." The License Agreement shall be in the form and content of Exhibit "D" attached hereto and incorporated herein by reference. Programs (as defined in the License Agreement) provided will be at software level 1, and the License Agreement shall continue in effect for a duration equal to the period of time that Buyer continues to utilize the Equipment, subject to the cancellation provisions contained in the License Agreement. Notwithstanding any provision of the License Agreement to the contrary, there shall be no additional fees or charges 9/14/94 8 23. 24. 25. 26. 27. associated with the License Agreement. Rather, the licensing of the software itemized on Exhibit "A" is included in the Purchase Price. The terms and conditions in the License Agreement shall survive the completion of the Agreement. Diselaimer of Patent License. Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Seller, except that Buyer shall have (a) the normal non-exclusive royalty-free license to use that is implied, or otherwise arises by operation of law, in the sale of a product, and (b) the license to use the product under the License Agreement. Maintenance Aqreement. Seller agrees, as a material provision of this Agreement, to sell maintenance services with respect to the Equipment as set forth in this paragraph. Buyer intends for the County to negotiate the purchase of maintenance services with respect to the Equipment as part of the County Contract. However, Seller agrees that, at any time before the County should do so, Seller will negotiate in good faith with Buyer for the sale of such maintenance services to Buyer at Seller's then standard rate with respect to such Equipment. Limitation of Aqreement. This Agreement is limited to Seller and Buyer and is not applicable to any other governmental entity or agency of Orange County and in no way constitutes an understanding in regards to other procurements. Also, this Agreement may not be deemed to restrict either party from its normal business practice of selling or providing its products or services. Conversion. The hardware, software and related equipment necessary for the conversion of Buyer's 450 MHz Roplacement Console System to interface with the Proposed County 800 MHz System is being negotiated by the County and will be a part of the County Contract. Such hardware, software and related equipment, and the purchas.e price.therefor, is not a part of this Agreement.~ It. is, however, a material part of this Agreement that the Equipment being purchased hereunder is capable of conversion to interface with the Proposed County 800 FKqz System. Limitation of Liability. Except for personal injury or death, Seller's total liability is limited to the price of the particular products sold under this Agreement. Buyer's sole remedy is to request Seller, at Seller's option, to either refund the Purchase Price, or repair or replace any product that is not as warranted. IN NO EVEAVf WILL SELLER BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL OR 29. CONSEQUENTIAL DAMAGES, TO THE FULL EXTENT SUCt~ MAY BE DISCLAIMED BY LAW. Confidentiality. The software being purchased hereunder, including file structures, documentation, algorithms and related software concepts except as otherwise provided herein, shall not be disclosed to any third party in any manner without the written permission of Seller. Likewise, the software, documentation, algorithms and related software concepts existing on Buyer's computers, shall not be disclosed to any third party in any manner without the written permission of Buyer. (Such proprietary information shall hereinafter be designated as "Information.") Seller understands and agrees that the information and all other materials submitted in connection with this Agreement may be subject to disclosure under the provisions of the California Public Records Act. In the event a request for disclosure of any part or all of the information or other material is made to Buyer, Buyer shall notify Seller of the request and shall thereafter disclose the requested information unless Seller requests nondisclosure and agrees to indemnify, defend and hold Buyer harmless in any/all actions brought to require disclosure. Additionally, Buyer shall not be bound by the confidentiality terms and conditions of this paragraph, with respect to the Information, when, after and to the extent: (a) The Information is or becomes publicly available other than through a breach by Buyer of any agreement restricting its disclosure; or (b) The Information is subsequently lawfully obtained by Buyer from a third party or parties; or (c) The Information was known by Buyer prior to its disclosure to Buyer by Seller; or · (d) The Information is independently developed by Buyer or a third party; or (e) The Information is disclosed by Buyer as compelled by legal process. Disputes. Seller and Buyer will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. It those attempts fail, then the dispute will be mediated by a mutually acceptable mediator, located in southern California, to be chosen by Seller and Buyer within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither one of the parties may unreasonably withhold consent to the selection of a mediator, and Seller and Buyer will share the cost of the 30. 31. 32. mediation equally. By mutual agreement, however, Seller and Buyer may postpone mediation until both parties have completed some limited investigation about the dispute. The parties may also agree to replace mediation with some other form of non- binding alternate dispute resolution procedure Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Orange County, California or within the Central District (U.S.D.C.). Both Seller and Buyer consent to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Waiver. Failure or delay on the part of either Seller or Buyer to exercise a right or power hereunder shall not operate as a waiver thereof. Patent Indemnification. Seller agrees to defend, at its expense, any suit(s) against Buyer based upon a claim that any product(s) furnished hereunder directly infringes a U.S. patent or copyright, and to pay costs and damages finally awarded in any such suit(s), provided that Seller is notified promptly in writing and at Seller's request and expense is given control of said suit(s) and all requested assistance for defense of same. If the use or sale of any such product(s) furnished hereunder is enjoined as a result of such suit(s), Seller, at its option and at no expense to Buyer, shall obtain for Buyer the right to use or sell said product(s), modify the product(s) to make it non-infringing or substitute an equivalent product or products reasonably acceptable to Buyer and extend this indemnity thereto, or, if none of the foregoing remedies are reasonably available to Seller, accept the return of said product(s) and reimburse Buyer the full purchase price therefor, less a reasonable charge for reasonable' wear and tear. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the combination of any product(s) furnished by Seller and other elements not furnished by Seller, nor does it extend to any product(s) of Buyer's design or formula. Insurance. Seller shall maintain comprehensive general liability insurance policies to protect its liability 11 34. 35. 36. 37. hereunder, and workers' compensation protection for Seller's employees. Compliance with Laws. Seller shall comply with all applicable laws and regulations in the performance of this Agreement, including, but not limited to, the Fair Labor Standards Act and the Occupational Safety and Health Act. During the performance of this Agreement, Seller shall not discriminate against any employee or applicant for employment based on race, color, religion, sex or national origin. Governinq Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California. Assicrnment. This Agreement may not be assigned by either party hereto, except that Seller may assign the purchase order to one of its subsidiaries as in the normal course of business. Inteqration. This Agreement contains all of the agreements, representations, and understandings of the parties and supersedes any prior oral and written agreements, communications and documents between the parties with respect to the subject matter of this Agreement. Counterparts. This Agreement may be executed in counterparts, each of which, when taken together, shall have the force and effect of an original. Seller Buyer MOTOROLA, INC., a Delaware CITY OF TUSTIN, 'corporation corporation By: By: Name: Title: a municipal Name: Title: ATTEST: City Clerk APPROVED AS TO FORM: Lois E. Jeffrey, City Attorney DIS (L958b} 12 EXHIBIT "A" PRICE LIST Exhibit "A" CITY OF TU 'IN POLICE DISPATCH CENTER August 1, 1994 ,uipment Pricing CRT Consoles and Electronics - Pricing Option A Item · Qty Model Description 1 4 B1635 la 1 K385 lb 4 K703AD lc 4 K570AC ld 4 KT04AD le 4 K572 Lf 12 K363 lg 12 K337 ih 4 K732 li 4 K348 lj 4 K347AB lk 4 K738 IL 4 I<25 lm 4 K733 In 4 K734 lo 4 K70 lp 4 1{200AA lq 4 K578 lr 4 K918 is 4 K235 It 4 K518 lu 4 K516 lv 4 K724AA lw 4 XX894 2 4 B1422 2a 4 K59 2b 4 KI43 2c 4 · K380 2d 4 K139 3 1 B1422 3a 1 K700 4 I K1422 4a 1 1{700 Desktop Console Interface Enclosure Primary Supervisor Gooseneck Microphone Headset Jack 2nd Headset Jack Dual Foot Switch MulQ Select All Points BultetSn Manual/Entry Signal/Talk Switch Touch Code Quick Can II Public Address Alert Tone 1 Alert Tone 2 Alert Tone 3 All Mute Select Intercom Audlhle Alarm Emergency Reset Priority Channel Marker (Cony. Only) Flip DLsplay Seroll Up/Down Substitute Turbo Tomi EEPROM Base Interface Module(Cony. Clan. l,~ne Operated Busy Light Repeat Disable Carrier Operated Relay DC Control Baze Interface Module (Lana]ine) PTT Relay/Deletes Tone Base Interface Module (Front Door) PTT Relay/Deletes Tone (Front Door) ~ MOTOROI,.A 4-1 CITY OF TU', ,N POLICE DISPATCH CENTER August 1, 1994 ipment Pricing 5 6 Bt422 5a 6 K700 6 1 B1423 7 8 B1452 8 8 B1453 9 1 B1442 10 1 B1626AC 10a 1 K837AC 10b 1 KS01AE 10c 6 K153 lOd I I<995AD 11 I K1769A 1la i K830AG 12 4 BI{N6170 13 4 BKN2000-200 14 4 ECEF94QW001A 15 4 TDN9791 16 4 TDN9810 Base Interface Module (Jail C~]1~) PTT RelayfDeletes Tone (Jail Cells) Dual Receive Interface Module (Re dfgghiteChn.) Control Relay Input Buffer 16 Aux IO Boazd 3 Card Cage CEB Trun}ed Extended WarranW Omits Spares 50 ft./25 pair cable 2 A.I!VfIS (Deletes System T~-ers) ZBIM ACEVI Telephone Head~et Interface Cable 200 ft./7 pair cable Provides Capability to Operate Windows 3.1 Motorola 486SX 33 mhz & 14" Color Monitor Logitech Cordless Mouse Total - CRT Consoles & Electronics $ 97,800.79 (~ MOTOROLA 4-2 CiTY OF TU 'IN POLICE DISPATCH CENTER August 1, 1994 ~ipment Pricing Centercore Console Furniture - Pricing Option A Item ~ Qty Model Description 17 4 1416A 18 I HAF2-150-H 19 I HAF2-150-Q 2O i HAF- 150-H 21 3 HWS-3024 22 I HWS-4824 23 2 7000AT 24 i HWP-7230TR 25 4 80000AT 26 2 I-~P-ANG-H 27 4 I-]I~-QBBF 28 2 SCR-3051BC 29 3 HEP-Quad-II 30 2 HTEC-6630 31 I HET-66242R 32 I . HET-8448R 33 I HFT-2118 34 2 HFT-3018 35 1 HFT-4218 36 i H1ViP-18 37 2 HPD-2014 38 10 HSL-Black 39 4 HSU-84 Sled Base Side Chair w/Molded Shell & Arms Airflow 2000 for Half Quad 66H Core Airflow 2000 for Qu~_rter Quad 48H Core Airflow 2000 for Half Quad 66H Core Extended Worksurface, Quad 30Wx24D Extended Worksurface, Quad 48Wx24D Exec Chai~, Med Back w/Upholstered Closed Arms & Knee-Pivot · Conferenc~g Worksurface Racetrack 72Wx30D Exec. Chaff, IIeadrest Back w/Upholstered Closed Arms & Knee- Pivot Angled End Panel 28H Box/Box/File Pedestal Quad 16Wx28H Haskell Storage Cabinet 30"Wx18"Dx64"II ~ End Panel, Quad 28H Trnn~itional End Trim 66-30H Transitional End Trim 66-42H Transitional End Trim 84-48II Fabric Module, 21WxlSH Fabric Module, 30WxlSH Fabric Module, 42WxlSH Corner Cover 18II, Vertical Tiers Pencil Drawer 20Wx14D SnnHght H Slotted Upright 84H Panels w/o Raceway, Vertical Tiers (~MOTOROLA 4-3 CITY OF TU, iN POLICE DISPATCH CENTER August 1, 1994 ..,ipment Pricing 40 2 HSU-66 41 1 }1-VS-1266 42 6 I-t_AK- QPPT 43 1 I-IPA- 2166R 44 4 I-IPA-3066R 45 1 t{PA-4866R 46 1 ' I-IUS-QBND 47 2 ISUS-QBX24D 48 3 HUS-QBX30D 49 4 HEL-QC 50 2 HUS-QCS30 51 1 I-IUS-QCUD 52 1 I-ILS-QLF 53 1 HI.~-QPRC 54 1 I-rUS-QSCU-L 55 1 I-ILTS-QSXD-R 56 1 R2417AF 57 1 R2410AF 58 1 R2427AF 59 1 STDBT-Round 60 1 STBB-Round 61 2 Split 62 6 R2260-10 Slotted Upright 66H Panels w/o Raceway, Vertical Tiers Vertical Storage Unit 66Hx12W Adjustable Keyboard Arm (Quad) & (Penta) Panel, Acoustic w/Raceway 21Wx66H Panel, Acoustic w/Raceway 30Wx66H Panel, Acoustic w/Raceway 48Wx66H Binder Module, Open (Quad) 8W Boxed Storage w/Door (Quad) 24W Boxed Storage w/Door (Quad) 30W Quick Connect Panel 12Wx9H Catalog Shelf 30W (Quad) Continuous Upper w/Doors (Quad) Lateral File Pedestal Quad 28Wx28H Printer Pedestal, Quad 28Wx28H Side Con~nuous Upper Center w/Door, Side Extension w/Door (Quad) Side Extension w/Personal Door (Quad) 42W Right 2400 Quad, 1/4 w/Raceway 66H A Series 2400 Quad, 1/4 w/Raceway 48H A Series 2400 Quad, Half w/Raceway 66H A Series Round Table Top 36" Diameter Round Table Base 18" Dinmeter Split Panel Upcharge Etdon Chair Mat 45"x 53" Wide Lip Total Centercore Console Furniture System Total System Installation & Optimization $47,403.00 $145,203.79 $80,824.00 (~ J~O,~OROI..~ 4-4 CITY OF TU 'IN POLICE DISPATCH CENTER August 1, 1994 aipment Pricing Shipping $3,805.00 Taxes $11,253.29 Grand Total $241,086.08. Pricing Option A - Terms: 100 % CASH WITH ORDER (Tustin will be invoiced net 30 upon receipt of Purchase Order) 100 % PERFORMANCE BOND WILL BE PROVIDED BY MOTOROLA (~MO'rOROLA ~-5 EXHIBIT "B" STATEMENT OF WORK Exhibit "B" CITY OF TU"' "iN POLICE DISPATCh, .;ENTER August 1, 1994 ' ~tement of Work Chapter 1. Purpose of Statement of Work Motorola has assembled this document, called the Statement of Work (SOW), which is a formalin, ed document, to summarize the contract deliverables for the console system contract. It cont~ns information such as Equipment Lists, Drawings, Installation Details, and other such pertinent information as may be deterra~ned relevant to the Project. It is the intent of Motorola that this document be a negotiated document representing the most current understan a~.g of the console design, operation and architecture. Changes to th~.~ document will be made by formal request by either party and approved by the other. An ~mendment process will be agreed to. The SOW'will express project deliverables in a Form, Fit and Functional basis. The SOW will document how the equipment will be configured, what equipment will be supplied, and what user and system features are included with the system. The SOW will also express 'the actual work involved for installation, what installation standards will be followed, and w~at the supplier is responsibiled for in the completion of the contract.. Lastly, it will also define the design approach taken in.key subsystem-areas that require unique design solutions with the use of'existing off-the-shelf equipment. The SOW is not a document that adckesses the entLre detailed system design. It is ~]~o not a document that is used to provide information to user groups on key operating parameters which could impact future user loading a~d system growth objectives. It is also not a vehicle to provide eaxly sex~/ice manual in/ormation that would normally be provided during the latter 3-1 CITY OF TI TIN POLICE DISPATCh CENTER August 1, 1994 '~tement of Work course of the project schedule as part of the as-built information and system documentation. SOW Amendment Procedure: Motorola will m~int~n the SOW with formal documentation denoting agreed upon changes; two identical master copies will be held, one by TUSTIN P. D., the other by Motorola. SOW revisions will be made by changes resulting from system changes or documentation updates which will follow a Change Request (CR) Process: Step 1: A CR will identify the contract change(s). Each CR will contel- a new section expl~-~ug the changes to the SOW doc~ment. Step 2: Motorola will identify and produce the new page revisions to the SOW. Page dates, page numbers, text and appropriate figures will be modiSed. Moa~Scations to pages will be merked with an appropriate symbol at the be~u~g of the text change and again with a ai~erent symbol at the end of the text change. Included with the page changes will be a revision record sheet showing the hi~tory of the changes to the SOW by CI~ kud the pages that have been moalSed. Step 3: The SOW page revisions will be distributed to TUSTI2q P. D. with an attached cover letter identifying the CR(s) involve& Step 4: A decision will be made to deter~i-e whether additional equipment, modi~cat~on of the time llne, or services will be required in order to implement the Change Request (CR). ~ MOTOROLA 3-2 CITY OF TU' TIN POLICE DISPATC. ,.;ENTER August 1, 1994 "'3tement of Work Step 5: Approval for any additional expenditures vail be obt~ed by TUSTIlq P. D. prior to the commencement of any additional work or ordering of equipment as a result of the Change Request. Step 6: TUSTIN ?. D. will officially notif~ Motorola of approval of the Change Request and provide "Notice to Proceed" with the changes. Step 7: Motorola will proceed with all due a~ligence to incorporate the changes approved to the contract. {~ ~OT'OJ=~O~..~I, 3-3 CITY OF TU' 'IN POLICE DISPATCh CENTER August 1, 1994 '~tement of Work Change Request Form, Requester: I.D.# Title, Telephone # of Requester: Description of Request: Equipment Required: Time Line Modification: Additional Services Required: ~ MOT'OROLA 3-4 CITY OF TL'-'TIN POLICE DISPATC,, CENTER August 1, 1994 ~tement of Work Justification: Dollar Value: Equipment: Services: Approvals: Engineer: Sales Motorola Project Manager TUSTIN P. D. Project Manager ~ MOTOROLA 3-5 CiTY OF TL' 'IN POLICE DISPATCH CENTER August 1, 1994 [tement of Work Chapter 2. System Design and Implementation 1. General Requirements: All work shall be performed in a good workmanship m~nner consistent with high quality commercial practice and in accordance with Motorola's "Quality Standards". Motorola wi]l exercise that care and a~l~gence generally associated with the desigu and implementation of the best quality Public Safety Land Mobile Console Communications systems. Th~s care and a~l~gence shall be applied to all phases of the work. Not withstana~ng the materials and equipment list cont~ned herein, Motorola will furnish a].l necessary mounting hardware, peripheral equipment, fasteners, fixtures, cabling, connectors, and other equipment and hardware necessary to install the Motorola supplied equipment except where such potions of the system is to be supplied by the Prime Contractor, per agu:eement. 1.1 Motorola Responsibilities: Motorola will supply the equipment in accordance with negotiated'tasks to implement the RCS. A]i Motorola provided equipment used in the system will be designed and manufactured to meet or exceed the rn~n~mum technical standards required for operation in the Public Safety environment and APCO requirements. TUSTnq P. D. supplied Telephone Company (TELCO) circuits will be tested and aligned on an end to end basis by TUSTIN P. D.'s Technical Depactment, MOTOROLA 3-6 CITY OF TI ' "IN POLICE DISPATCH CENTER August 1, 1994 ~tement of Work with Motorola responsibility extenaing only to established demarcation points on each end or drop. 1.2 Substitute Equipment: Motorola has, or will, identify in the at:ta~hment to this Statement of Work, all equipment required to implement the delineated system. If TUSTIN P. D. desires to supply substitute equipment, such equipment must be approved by Motorola as being compatible with the overall system design. 1.3 Standards of Work: All equipment provided for the site and the installation teehuiques used by TUSTIN P. D. for that equipment will protect the system ag~ust earthquake d~rnage and shall comply with the Uniform Buila~ug Code (UBC), Motorola Quality Standard-FNE Installation, National Electric Code (1993) and all other applicable codes and ordinances. 1.4 System and Equipment Layout: The overall system cou~q~tration is presented in Attachments to ~h(, SOW for the Radio Console System. All the dispatch center equipment is d-l~-eated on a the itemized equipment lists in attachments to th~.~ SOW. The specific layout of fixed equipment wi~bh~ the :['a~il{ty will be provided by Motorola, which will include implementation practices and will require both TUSTIN P. D.'s and Motorola% approval prior to actualinstallation. (~ IFIO'roRoI. A 3-7 CITY OF TU IN POLICE DISPATCH CENTER August 1, 1994 ,tement of Work 1.5 System Implementation: This system implementation includes system engineering, equipment manufacture, inventory, equipment delivery, system integration, system project management and performance verification. 1.~ I~xisting TUSTIN P. D. Owned Equipment: TUSTIN P. D. may identify existing haxdware, owned by Motorola, to be used wJth~u the Radio Console System (RCS). Motorola will use that hardwaxe to the ma~mum extent possibl~; however, where existing hardware cannot be used and new hardware is recommended, Motorola will provide full technical justification and await TUSTIN P. D. approval before such equipment is procured. 1.7 Radio'Coverage: No coverage maps or coverage testing will be provided or performed by Motorola. 1.8 Interfaces: Motorola and TUSTIN P. D. will agree upon a dema_rc point,~ for all connections between the consoles and off premises sites. Motorola w-ill connect and test to these demarcation points. Motorola will provide TUSTIN P. D. with our recommended grouna~ng procedures for the console site. TUSTIN P. D. provided AC outlets will be ~hree prong grounded twist - lock or standard duplex receptacles provJd~ug dedicated 115 - VAC, 60 - Hz 15 or 20 ~mp service as required. (~ MOTOROLA 3-8 CITY OF TI,. 'iN POLICE DISPATCH CENTER August 1, 1994 ]tement of Work 1.10 Tustin P. D. Responsibilities: TUSTIN. P. D. Ls responsible to provide the £o]lowing ser~ces: a. Provide any new and/or existing buildings require& b. Provide ail electrical power to equipment locations so as not to require extension cords to make any Motorola supplied equipment functional. Provide and/or install ail Telco circuits unless otherwise negotiated as part of the site upgrade. d. Provide technical ~n[ormation on existing systems to facilitate interface. Provide technical support on existing site equipment connections and install all cross connections io Motorola's new Demarc Blocks provided for this system. f. Provide alt cable support conduits, cable trays, and/or structures as negotiated with Motorola. go Provide all heating, ventilation, and aKr conditiou~-g as required to support the new RCS. Provide all,cable ingress/egress access includ~n g any concrete coring that may be required to route antenna feedHnes, or interconnect cable necessary for implementation of the RCS. Provide comprehensive ground~ug system including, but not l~m~ted to: Antenna mast grounrHug point; Equipment room ground halo; Single point Equipment room ground point; All gronnd~-g of TUSTIN P. D. (~ MOTOROI..A 3-9 CITY OF TL' -IN POLICE DISPATCH CENTER August 1, 1994 ~tement of Work provided equipment as prescribed in Motorola's Installation Standards Manual R-56. k. Provide all permits and equipment. 2. System Design 2.1 Overview: The Additional installation services indicated elsewhere. licenses for the installation of the new CENTI?.ACOM Console system provided in this agreement axe configured from the components described in th~ section. Spe~c configuration will be described in attachments to this SOW. 2.2 EQUIPMENT SITES: The system is presently designed as a multi-channel conventional radio system with CENTRACOM Consoles and a Central Electronics B~nk. 2.3 System Staging: Motorola will Stage the Radio Console System in our Scha-mbuxg,' faMHty prior to shipment to the field. ® System. Staging willinclude: · Complete Fixed Network Equipment (FNE) raeMng and cabling · Hardware opHm~.ation and basic level setting · Software load (~ MO'TOROI.A 3-10 CITY OF TU"-' 'N POLICE DISPATCH ~;ENTER August 1, 1994 ',ement of Work · Bum-in · System Con~guration and Installation Documentation · Break Down and pack for Site Install · Shipment to Client's location 3. Equipment Requirements: 3,1 Mounting Provisions: All equipment wLU be either rack mounted or cabinet mounted, and all and cabinets will be bolted to the floor and will be level and plumb to interior w~]l~. Additionally~ all cabinets and ra~l~ over 60" in height will be earthquake braced to either the c~ling, w~11% or TUSTI~ P. D. provided cable tray as appropriate. 3.2 Technical Requirements: Al1 equipment furnished for thi~ system will meet or exceed all FCC requixements, the technical requixements delineated by the A~eement (Contract), and thi~ SOW and will be designed, manufactured, /~ustalled, tested and adjusted with the caxe and diligence generally applied to highly reliable Public Safety Comrm,n~cations Systems. 4. System and Equipment Installation: 4.1 General: Motorola will perform ail work ancl tasks as negotiated to engineer, furni.~h, and op*m~e TUSTIN P. D. Dispatch system. ~ MOTOROI..A 3-11 CITY OF TI.'"TIN , tatement of Work POLICE DISPATC. _ ,;ENTER August 1, 1994 4.2 Required Tasks: An Overview of the Tasks Include: · Delivery of all equipment, materials and supplies to the installation location. · Provide all qualified personnel to prosecute the work as offered. · Project Management · Such other tasks as may be negotiated into the contract. 4.2.1 Conditions: Motorola will allow release of equipment for a the site only after that site is substantially ready and accepted by Motorola, and TUSTfN P. D. has notified Motorola of read,ness to proceed with the work at that site. Equipment provided in th~ SOW will be installed by Motorola. Removals and]or installations will only be performed by Motorola under the following conditions: · To fail,rate trouble shooting and malfunction investigation. · To upgrade equipment or sof£ware. Motorola and its subcontractors will coor3~uate with TUSTIN P. D., all site access requirements 48 hours prior to commen~ug with the above mentioned work at all sites. Motorola will use ca_re and a~l~gence in cou~guring all site equipment to provide the most efficient site installation. However, TUSTIN P. D. will d~l~ueate which equipment location and faMl~ty space can be use& M(~rOF~OLA 3-12 CITY OF TUF IN POLICE DISPATCi, ~NTER August 1, 1994 S~tement of Work 4.2.2 Installation, Tasks: All applicable work amd procedures wiU conform to the standards set forth in Motorola National Service publication number 1~56, Quality Stand.ds - FlqE Installations. 4,2.3 Network Integration/System Optimization Tasks: For the purpose of th~ document, it is assumed that the terms 'Network Integration' and 'System OptSm~zation' are synonymous. The term 'opera,zed' will be used to define the desired final status of a local site. Ail references to Optimization or Integration shall be limited to new equipment provided by Motorola. Any existing RF equipment is presumed to be in operating condition. Any optimization, tune-up, or modifications to existing equipment, beyond that required for relocation, can be provided as above-contract work. 4.2.3.1 General Network Integration Tasks: Network Integration for all systems will include the following tasks; · Install all required hardware. · Install, verify, and document all Product Service Direct/ves (PSD's) as required_ · Install, verify, and document all requiredboa~d j-ropers as required_ · Verify and document the proper configuxation and interconnection of all site components and interfaces. (~ MOTOROI-A 3-13 CITY OF T' 3TIN POLICE DISPA'I ,..d CENTER August 1, 1994 '~tatement of Work · Verify TUSTIN P. D.'s and/or Motorola's testing of all Telco and/or microwave circuits. Test all Motorola provided spare boards. · Verify that customer supplied backup AC power systems (as available) conform to published Motorola equipment sper~Clcations. · Review the adjustment and documentation of all local audio, DC, and RF levels per manual as required (up to TUSTIN P. D. equipment demarcation point). Work with TUSTIN P. D. as required to adjust and document all end-to- end audio and data levels per manual (up to TUSTIN P. D. equipment demarcation point). · Verify all system featuzes and parsmeters to the satisfaction of TUSTIN P.D.. 4.2.3.2 Integration of Other Equipment: In addition to the General Tasks previously described, Motorola CAN provide complete system check-out, opMmlzation, preventive mn~utenance, and coverage checks. Motorola can provide a complete and comprehensive quote for these services as TUSTIN P. D. deems necessary. 4.3 Implementation Supervision: To directly support TUSTIN P. D., a Motorola Project Manager will be assigned to coordinate, manage and dizect the implementation stage of the project. The Project Manager will provide on-site coordination to Motorola MOTOROLA 3-14 CITY OF TL TIN POLICE DISPAT~ .;ENTER August 1, 1994 atement of Work and TTJSTIN P. D. installation personnel during implementation process. Spe~6cally, the Project Manager will be responsible for; the entire system · Developing the system implementation plan. · Assisting TUSTIN P. D. in conducting a complete inventory o£ all received equipment to ensure complete delivery. · Inspecting the physical condition of all hardware to ensure that none has been damaged during shipment. Being present on site during critical installation periods and periodically during the course of the project to oversee progress and adherence to quality. Ensuring that all site preparation is complete and that all sub-systems that may be supplied by other vendors are operational and accepted by TUSTIN P. D., prior to Motorola inst~]l~ng equipment on-site. · Coordination between TUSTIN P. D.'s Telco and RF suppliers and Motorola, ensuring all on-site installation and integrationJop~m~.ation tasks are performed with~u contract requirements and Project engineering spe~6cations, and that Motorola's high quality standards are met. · Obt~u~ng customer sign-off acceptance for the completed installation of each site. (~ MOTOROLA 3-15 CITY OF TUF' 'N POLICE DISPATCH August 1, 1994 S* 'ement of Work · Verifying that a given system has been properly opera,zed and is ready for acceptance testing. · Participating in customer meetings with the TUSTIN P. D. Project Manager as required. · Participating, when requested by TUSTIN P. D., in system internal and external acceptance testing. 4.4 System Documentation: The following documentation will be provided by Motorola for this system; · Respondsibility matrix. · Equipment inventory documentation. · Equipment performance documentation.(ATP) · Copies of Customer signed Completion Cer~cates. · Drawings of the equipment room, layouts, wiring diagrams, ancl punch block layouts. 4.5 Grounding: As part of the site installation process, site grounding is key to the overall operational quality and reliability of the radio system. TUSTIN P. D. is expected to provide the basis of this grounding system by providing Terra Firma Earth ground at all major installation locations including the RF equipment room and Console Central Electronics room. Tustin P.D. will provide a suitable audio ground source of no more than 5 ohms at to MOTOROLA 3-16 CITY OF TU-'TIN POLICE DISPATC,, ,:ENTER August 1, 1994 , -- atement of Work equipment racl~ '~i~ win include a ground Halo and ground wtudow inside the bu~dlug, and, ff the antenna feedllue is not protected inside conduit, a ground buss bar ~mmediately outside the entry port o£ the equipment room. In addition to the RF equipment, all metal structures inside the equipment must be tied to this Halo. That includes Cable Trays, Air Handling Equipment, Doors, conduit, Telco demarc, AC/DC power equipment and any signi~cant metal object within slx feet of any grounded object. This will ensure security of all equipment in the event of a lightning strike to the site or corning in from a nearby strike through the phone or power lines. Motorola intencis to ground all equipment provided by us to these ground points. TUSTIN P. D. must also ground all equipment providec~ by them as prescribed above. As part Of the project, Motorola will provide R-56 quality audit of the installed site. If any deficiencies are noted in th~ audit, Motorola will attempt to correct them while on site, and provide cost and Scope of Work in¢ormation on bringing the site up to spec if additional labor/mater~M-¢ are required. 4.6 User Training: Motorola will develop and conduct a training progrurn to allow the TUSTIN P. D. operating personnel and users to become knowledgeable with the system and operation of the equipment to be provided by Motorola. Training will includ~ general Operational concepts, such as the function and operation of all controls and -knobs. Th~ training will facilitate optimum use of the equipment, proper non-technical care and operation, and will also provide characteristics of faulty operation. (~ MOI"OROLA 3-17 CITY OF TUS N POLICE DISPATCH CENTER August 1, 1994 c ~.ment of Work To the maxim~m extent possible, tr~n~n¢ will be "hands-on" operation of equipment to re~orce the tr~n~n~ materials presented. Motorola will tr~n supervisory and trm~n~ng personnel, who will then tr~n individual operators. Class size will be ]~m~ted to 10 students per session with a maximum of 1 (one) session on the Communications Consoles. tn addition to the hands-on training, Motorola will provide a user/operator's manual as standard with the equipment delivered. MOTOF~OLA 3-18 CITY OF TURIN POLICE DISPATCF, 2NTER August 1, 1994 ement of Work Chapter 3, Combined Task List: "l~e purpose o£ th~ doct~ment is to pro-tide general &e~;tlons o£ responsibility during a Public Safety l{adio System installation. It is not intended to be usecl as a legally binding contract. A fin~l~ecl l{esponsibility Matrix will be provided as part of the contract deliverables. - This document and the Matrix divide the responsibility in three m~n areas. 1. Tasks to be performed by TUSTIN P. D. or their subcontractors prior to Motorola action. 2. Tasks that are jointly performed by TUSTIN P. D., and Project Management / Systems Integration (SI). 3. Tasks that SI will perform. Terms and Conditions It is assumed that conduita, cable troughs and site preparations, including availability of AC power are the responsibility of TUSTEN P. D., with the exception of the items spen~Rcally noted previously. Coora~nation with other contractors, telephone company, customer etc. are the responsibility of'others. Motorola will assist in this coordination if needed. Connection to devices not supplied by Motorola or speM~cally shown on the equipment list aze not included by SI. It is assuraed that properly operaMng radios with full features will be available to perform the system test. MOTOROLA 3-19 CITY OF TU'"'?IN POLICE DISPATC,. ,..ENTER August 1, 1994 ""~tement of Work Deviations ~rom the scope of work and/or these terms and conditions shall be negotiated by change order. It is agreed that Motorola has final sign off authority over any installations done by TUSTtN P. D. as part of th~ project, and will only conduct the acceptance test a~er the TUS, TIN P. D. work is completed and is deemed satisfactory by Motorola. Barring satisfactory completion of any site preparation work performed by TUST]2q P. D., Motorola will not be responsible for system operation. Any dine or materials required to bring a particular site up to this requJxement will be provided as a contract change. This refers spen~cally to, but is not ]~m~ted to: AC power work and conduit. (~ MOTOFIOLA 3-20 CITY OF TUF-- IN POLICE DISPATCh. _'NTER August 1, 1994 , ' ement of Work Chapter 4. Acceptance Test Plan (ATP): Th~.~ section includes a comprehensive test plan that is written to meet the particular requirements of TUSTIN P. D. system. Upon approval the section will become a portion of the SOW document. Care will be taken to ensure the ATP test all se$'ments and functions of the system. Satisfactory completion of the ATP snail constitute acceptance of the system for warranty and payment purposes. Since ~me is of the essence on this contract, some deduction is required to determ~ue when the system is operational for acceptance purposes. An industry standard that is used for th~ purpose is "Customer Beneficial Use" or in some cases "Commercial Sercice". This standard is considered "Conditior{al Acceptance". V~hat this means is that the primary system is functional and usable for the purpose for which it was designed. It is understood that ra~uor deficiencies that do not prevent the use of the system may sti]l exist and that they will be corrected t][Lrough the punch list process. Among these deficiencies may be software items that are under deve, fopment, system features that have been quoted, but whose availability is scheduled for later, and other minor items requiring correction. It is understood that once the above parameters have been met, the "system" shall be accepted for the start of warranty. Punch list items shall be divided with respect to severity of impact. These levels of impact shall be as follows: Priority 1 - Materially affects user operation (~ MO'TOROLA S-21 CITY OF TI.' -IN POLICE DISPATCH CENTER August 1, 1994 ~tement of Work Priority 2 - Presents a;~culties to operators with work arouncls in place. Priority $ - M~u or specification di~erences being corrected Priority 4 - Features quoted but not yet available per schedule Priority 5 - Minor items of a cosmetic nature Final Acceptance shall occur when no Priority 1 or 2 items rem~u Future features will be billed as they become available. Minor items will continue to be corrected under warranty m~intenance on an ongoing basis. Acceptance Test Plan Motorola is submitting to TUSTIN P. D. an Acceptance Test Plan (ATP) with this SOW. The ATP is designed to verify that the system meets all the requirements of the speed'cation. The ATP will specifically address the areas of system functionality. Motorola proposes to use two levels of testing procedure during the ATP. 1. Site Acceptance Test Plan The following procedures wiU be u6]~.ed during the site ATP: A. All new equipment, on site wiU be accounted for and inventoried_ Th~ information will be recorded and included in the system documentation. B. Motorola will verify that site installations meet or exceed Motorola 1~56 speed'cations. MOTOROLA 3-22 CITY OF TU5 'N POLICE DISPATCH ~.~NTER August 1, 1994 , ment of Work As-Built Drawings C. Motorola will perform Fixed Network Equipment ('FlqE) quality audits on the site, ut~l~¢~ug Motorola's stringent R56 standards. A copy of the audit is provided to TUSTIN P. D. along with any recommendations for TUSTIN P. D. to improve items under their direct control. 2. System Acceptance Test Plan A_ A system functional test will be performed on each channel to verify that the system is operating as designed. Each cbsuuel will be checked for proper voice trail% operation. B. The' various failure modes of the Motorola provided equipment will be demonstrated to verify the capabilities of the system. C. One (1) set o£ system as-built doc~mentation will be developed in three ring binders amd will include the following information: · Installation Drawings · Accoumtability/Inventory · Operators Manual · Final System Acceptance Successful completion of the system ATP will constitute final system acceptance. At th{¢ t~rne Motorola will request ~nal system payment. 3-23 CITY OF TUE N POLICE DISPATCH L.E_NTER August 1, 1994 =-merit of Work Chapter 5. The R-56 Manual: Available for inspection from Motorola is the Motorola Quality Standards Manual (R-56). This document describes in detail methods for the proper design and implementation of grounH~ng systems for buildings, towers, equipment rooms, antennas and ]ine k~ts, and general installation practice~. These guidelines should be followed as closely as practical during the design, installation and implementation phases of th]¢ project. It is recognized that there are diWerent methods and practices that achieve the s~me result. Wherever conflicts may appear, the Motorola Project Manager and the TUSTIN P. D. Project Manager wiU negotiate to arrive at an acceptable conclusion. MOTOROLA 3-24 CITY OF TUt POLICE DISPATCH CENTER August 1, 1994 ~ement of Work Specifications and Methodology Control Consoles The purpose of t]~ doc-ment is to provide a procedure for the validation and acceptance of the CRT CENTI~ACOM II Console Communication~ System. Upon mutual agreement between the qu~l~6ed City personnel and Motorola, the included procedures will be used to demonstrate that the Console system meets the functional requirements by qu~l~Recl City personnel and, at successful completion of these tests, system acceptance is granted. These procedures are to be conducted in an orderly m~nner with doc-r~entation of each step properly witnessed by the qu~]~Sed City personnel and by Motorola and are recorded on fo~ms provided as pmrt of this document. Ail steps are te be executed by recording with ~n~tit~]~, of the City personnel witnessing the test being preformed, on the Pass or Fail indication llne. As a matter of precaution the appropriate dispatch/access ,control person must be notified upon entering a facility ~nd prior to disabling all operating capabilities. Verify Configuration: Spec: 1. Desigm according to equipment purchase orders amd contract exhibits amd attach rnents. MOTOROLA 3-25 CITY OF TU 'IN POLICE DISPATCH CENTER August 1, 1994 ,tement of Work Method: 1. Verify all equipment is installed in proper location, model and serial numbers are recorded, labels installed as necessary and site meets Motorola R-56 FNE installation spe~cations. Pas s: ~ Fail: CRT Monitor/Keyboard/System Unit: Spec: 1. The console CRT should respond to keyboard and mouse inputs. Method: 1. Input keyboard and mouse comma.nd~ a.Rd observe proper CRT responses. Pass: Fail: Transmit Selection: Spec: 1. Verify that the console under test can dispatch c,ll, to' a~erent channels in the system. Method: 1. Select a c~nuel at the CRT console under test. Press the transmit button and verify that the test portable can receive the dispatch on that t~ll~ group. MOTOROLA 3-26 CITY OF TL' POLICE DISPATCH CENTER August 1, 1994 ~tement of Work 2. Verify that the transmit window appears in each t~lk ~roup window during the t~lkgroup dispatch. Pas s: Fail: Transmit Audio (Level and Quality) and VU Meter Operation: Spec: 1. Transmission from the console position must be clear and understandable. 2. The console is to display an indication of transmission. Method: 1. Using a portable or mobile check that the transmission audio from the console is clear and understandable. 2. During transmission from the console, verify the illumination of the channel module transmit light. Pass: Fail: Receive Audio and Call Indicator Operation: Spec: 1. The receive audio to the operator should be clear and understandable and the call indicator light should ill-m~nate during inbound transmission. (~ MOTOROLA 3-27 CITY OF TUS POLICE DISPATCH CENTER August 1, 1994 :merit of Work Method: 1. Usin¢ the select and Jot the unselect speaker at the console check £or clear audio. 2. Observe the call monitor ].ight £or operation. Pass: Fail: Spec: 1. The supervisors master clock should syn~hrou~e all console clocks. Method: 1. Change the t~me on the master clock and observe the t~me change on all console clocks. Pass: Intercom Operation: Spec: 1. operator and other operators. Method: Fail: Intercommunications can be established between the console 1. Activate the intercom and acquire two way comm-~cation with personnel at another operator position. Pass: Fail: MOTOROLA 3-28 CITY OF Tgl POLICE DISPATCH CENTER August 1, 1994 , tement of Work Simultaneous Select Switch Operation: Spec: 1. This feature allows the operator to select multiple channels in a single transmission key operation. Method: 1. Select the multiple channel memory function on the CRT and highlight the desired grouping. Key the selection with the mouse and observe channel activation. Multi-Auto Select Operation: Spec: Fail: 1. This function allows creation of various channel groupings and creates a file in memory for later call up. Method: 1. Create a test chmnnel group with the Multi-Auto Select function and place into me.mory. Call up'tb~ test group and activate using the Simultaneous Select function. Observe proper channel activation. Pas s: F~i!: MOTOROLA 3-29 CITY OF TU'. N POLICE DISPATCH CENTER August 1, 1994 :ement of Work Muting Switch, Channel and System: Spec: 1. A button on the ch*~ne! mod~e ca~ mute the audio to a preset level. Method: ~ 1. Press the channel mute button during audio receipt and note the decrease Lu volume. Pas s: Fail: Radio/Telephone/Headset Interfacing: Spec: 1. The operator can use the radio headset for telephone conversations. Method: 1. Select an available telephone line and check for a dial tone. VCkile wes.ring the radio headset place a telephone call and establish a two way conversation. Pass: Fail: Transmitter Ke~/ing and Transmit Indicator via Foot Switch and Panel Switch: Spec: 1. Either the footswitch or the mouse can key a channel. {~ M~ROLA 3-30 CITY OF TI 'TIN POLICE DISPATC, n CENTER August 1, 1994 ~atement of Work Method: 1. 'Activate the footswitch or the mouse button to key a transra~sion. Receive an acknowledgement ~rom the receiver and Observe the channel transmit light on the console. Pass: Fail: Headset Jack Operation and Muting of Selected Speaker: Spec: 1. When headset jack is inserted into the receptacle the select speaker should be placed in a mute operation. Method: 1: Insert headset jack into headset jack receptacle at the console and insure audio in and out. The select speaker should be silent with the headset jack inserted. Pass: Fail: Volume Control Operation: Spec: 1. Two methods o£vol-me control are available to the console operator. Method: 1. Select an cj~annel on the console screen and adjust the channel volume with the screen values. MOTOROLA 3-31 CITY OF TU,c N POLICE DISPATCH ~JENTER August 1, 1994 .ement of Work 2. Manually adjust the individual volume knob on the panel for each spea~er. Alert Tone Operation: Spec: Fail: 1. An alert tone generator will provide alert tone when selected. Method: 1. Dispatcher to select the alert tone switch on the CRT with the mouse and push the mouse button. Parallel TransmiUBusy Indication: Spec: Fail: 1. With one operator keyed up on a channel, a second operator c~nuot key on the same ch~el and should get a busy light, (flasb?'g LED), showing the ch~uuel is in use. Method: 1. With one operator keyed on a channel, each console with channel access should have a flashing LED for that chsnnel. 2. A second operator is to try to access the ch~unel in use. Fail: that ~ MO1'OROLA 3-32 CITY OF POLICE DISPATCH ,..ENTER August 1, 1994 '~ement of Work Cross Muting: Spec: 1. Feedback should not occur from adjacent consoles. Method: 1. Cross Muting is a programmable feature in the console. 2. Operate adjacent consoles to deter~;,~e if crossfeed is a problem. If crossfeed is evident turn on the Cross Mu6ng feature. Pass: Fail: MOTOROLA 3-33 CITY OF TU 'IN POLICE DISPATCH CENTER August 1, 1994 ~tement of Work Technical Performance Measurement Centracom II Plus Console Central Electronics Bank Location: Date: 1.0 Physical Inspection and Observation Make the following checks and observations: 1. Rack installed is secured with surrounding equipment. Pass Fall 2. Rack is secured against movement or tipping. Pass Fall 3. Power and g-round connections aze secure. Pass Fall 4. Cables are dressed and tied. Pass Fall 2.0 Fault Maintenance Self-He~l~ g 1. Switch to the Standby System T/met. 2. Sw/tch to a Standby Base Interface Module. MOTOROLA 3-34 CiTY OF TIJ -IN POLICE DISPATCH CENTER August 1, 1994 tement of Work 3. Perform a ~Srmware restart on a a~abled interface. 4. 'Isolate failed modules from the system so that they c~nnot have any effect on the conMnued operation of the rem~u~ng portions of the system. Pass __ Fail __ 3.0 Initiation of Status Diagnostics To direct diagnostic status to the external terminal or printer, enter the following commands at the keyboard (of the terra'ual). To invoke the commands, enter the escape key followed by the two letters distinguish~ug each command. · esc RD - Initiates diagnosQcs status to the external device. · esc SD - Toggle function, temporarily stops and restarts diagnostics data to the external device. ·esc ZX - Discontinue the system dump. ·esc RT - Initiate a system dump of diagnostic status to an external device. However, only print the tone continuity test status for the resident, OMI. Pass __ Fail MOTOROLA 3-35 CITY OF POLICE DISPATCH CENTER August 1, 1994 :ement of Work 3.0 Initiation of Status Diagnostics (cont'd) · esc RR - I~.esume the printing of tone continniW test status for all remaining OMIs yet to be prompted for thei~ diagnostic data. Pass __ Fail __ Note: If the esc SD function is used to temporarily halt the prlutmg, of diagnostic data, be sure to restart the print out or use the esc ZX function to end the system dump, otherwise output to the external device is suspended indef;,~tely. 4.0 Audio Loop Testing The CentraCom automatically test all of the audio paths in the Central Electronics B~nk, including paths on the Interface Modules, paths on the OMIs, and all of the paths between the modules. This testing is perfomed continuously. There are seven basic audio tests which are perfomed to cover all the possible audio paths in the Central Electronics Bank. Witnessed For the City Date For Motorola City of Tustin Police Date MOTOROLA 3-36 CiTY OF TL' "IN POLICE DISPATCH CENTER August 1, 1994 ~tement of Work Depaztment Representative: Date: Motorola Representative:. Date: 3-37 CITY OF TUt-. ,~1 POLICE DISPATCH CENTER August 1, 'i994 ~ ement of Work APPENDIX a {~ MOTOROLA 3-38 CITY OF TU-TIN POLICE DISPATC,. CENTER August 1, 1994 ' "atement of Work Acceptance of the System Acceptance Test Plan The signature below indicates acceptance by The City of Tustin Police Department and Motorola of the format and content of the Acceptance Test Plan. Motorola Representative City of Tustin Police DepaxLment !~epresentative Date: / / Date: / / (~ M~ROLA 3-39 EXHIBIT "C" WARRANTY Exhibit "C" Comm[rci al (STANDARD) Motorola radio communications products are warranted to be free from defects in material and workmanship for a period of ONE (1) YEAR, except for crystal devices and channe~ elements which are warranted for a period of ten (10) years, from the date of shipment. Parts, including crystals and channel elements, will be replaced free of charge for the full warranty period but the ~abor to replace defective parts within the original shipped pro. ducts plus trave~ costs for work on non.movable installed equipment will only be provided for One Hundred Twenty {120) days from the date of shipment. After said 120 days, Buyer must pay for the labor involved in repairing the product or replacing the parts at the prevailing rates fogether with any travel or transportation charges to or from the place where warranty service is provided. This express warranty is extended by Motorola Com- munications and Electronics, ~nc., 1301 E. Algonquin Road, Sohaumburg, Illinois 60196, to the original buyer only, and only to those purchasing for purpose of leasing or solely for commercial, industriat, or governmental use. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED WHICH ARE SPECIFICALLY EXCLUDED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. In the event of a defect, malfunction or failure to conform to specifications established by Seller, or if appropriate, to specifications accepted by Seller in writing, during the applicable periods stated above, Seller, at its option, will either repair or replace the pro- duct or refund the purchase price thereof, and such action on the par[ of Seller shah be the full extent of Seller's liability hereunder, and Buyer's exclusive remedy. This warranty shall automatically terminate if: a. the product is used in other than its norma[ and customary manner; b. the product has been subject to misuse, accident, neglect or damage; c. improper alterations or repairs have been made, or if nonconforming parts are used in the product unless done by a service facility authorized by Seller to perform warranty service. This warranty extends only to individual products; frequency sensitive components, towers, vidicon tubes, test equipment, and batteries are excluded but carry their own separate limited warranty. Because each radio system is unique, Seller disclaims liability for range, coverage, or Operation of the system as a whole under this warranty except by a separate written agreement signed by an officer of Seller. Non. Motorola manufactured products are excluded from this warranty (unless bearing a · ' i.e. TDE6030B) but such Motorola Part Number in the form of an"a pha.numerlc number , products are subject to the warranty provided by their manufacturers, a copy of which will be supplied to Buyer on specific written request. Any claim for breach of this warranty shall be waived unless Buyer notifies Seller's salesperson or Seller at the above address, Attention: Quality Assurance Department, within the applicable warranty period. This warranty applies only within the 50 United States.  MOTOI~OLA R~,,,.~ d,~e: ~/~ Comrnunications and Electronics Inc. EXHIBIT "D" LICENSE AGREEMENT Exhibit "D" LICENSE AGREEMENT This License Agreement is between MOTOROLA, LNC.. a Dciawarc Corporation. by and through its Communication Sector, having an office at 1301 Ernst Algonquin Road, Schaurnburg. Illinois 60196 ("Motorola") and the licensee named below ("L~censee"). WHEREAS, Motorola has developed or acqmred, or will develop or acquire Programs (as hereinafter defined) mad/or Programs for incorporation into Motorola Products: WHEREAS, when the Licensee purchases, from time to time through various purchase contracts or otherwise, Programs and/or Programs incorporated into Motorola Products, the Licensee acquires certain rights in such Programs and may utilize such Programs in accordance with this License A~ecmcn~' and WHEI:LEAS, at the time of purchzse by Licensee, a Software License Level may be indicated for each Program or Program contained within a Motorola Product on such purchase contracts or othm-wise. NOW. 'I'HEREFORE, in consideration of the premises and the mutual covenants hereinafter expressed, L.inensee and Motorola agree as follows: Section 1 DEFINITIONS 1.1 "LICENSEE" shM1 mean the licensee indicated at the end of this Agrc. ement. 1.2 "IIC'~WSED SUI~IDIARIES" sha~krnean all~bsidiaries of LicenX~e that ~M~ve executed Agree~lenN~all apply to such Subsidfk~. Upon becoming a L:cense~K,~ul:~s~ ar,/, Subsidiary~all be treated for all purp~e'~s z Licensee hereunder a~ sb~ be bound by 1.3 "LICENSEE'S.PERSONNEL" shall mean any person who is directly employed by the Licensee. 1.4"MOTOROLA PRODUCTS" shall mean products designed, manufacmrexi, acquh'ed andfor sold by Motorola's Communicauons Sector, a-s4dc~i~q,.d ~,i ?,~cha~,~ ,~o~,~=,,:o or ~-- --eth~?'i?_ "PROOiR-AMS" shall mean object code sof~wm-e for use in conjuncnon v~th Motorola Produc:s or for us= within Motorola Products. U.S. Revtse~ 5/92 1.6 1.7 "SUBSIDIARY" shall mcan tony corporauon, company, or other enuty more than fifty percent (50%~ of whose outstanding shares of stock entitled to vote for thc election of directors (other than any shares or stock whose voting fights arc subject to restriction) is owned or con.oiled by a party hereto, directly or indirectly, now or hereafter, but any such company or other ennty ~s a Subsidiary. only so long as such ownc~mp or control exism. 'q'RANSFEREE" shall mcan a third party corparauon, company, or other entity (other tm a Licensed Subs/diary) that ma>, ac. quire rights in certain Programs having a Level Two Software License through a wntmn agmcmem with the Licensee. Section 2 LICENSE 2.] LEVEL ONE SOl-' 1 WARE LICENSE: Motorola hereby grants to Licensee a personal, non-exclusive, and nontransferable Level One Software License for Programs pm'~hased by Licensee which are identified, in writing, as L~vel One Software, and for any such Programs that do not have an expressly written software level. A Level One Software License shall contain thc following terms and promnons: 2.1.1 Licensee may use such Programs solely for the intended purpose of the Programs; 2.1.2 Licensee may only use Programs in the United States, tn a counrr3, expressly stated in purchase conu-acts pertaining to the Programs, or in a country, that :s othc:-wise identffied in a written a~'eement that ~s stgned by ar least Motorola; 2.1.3 Licensee shall not disseminate, disclose, or make ava/lablc thc Programs, or any parts thereof, in any form to a third party without ~he ex~ress written consent of 2,~.~ Licensee shall not disassembm or reve. Se en~neer th~ Programs, or ~y ~rtJoa · ereof, wi~out ~¢ express whiten consent of Motorola; 2.1.5 Licensee w/Il rue approFnatc action, by instruction, agreement or otherwise, with any persons, including Licensee's Personnel. pet-mitred access to the Programs, such that Licensee satisfies its confidentiality obligations under this License Agreement; 2.i.6 2.1,7 Licensee shall not make copies of the Prog'mms without the express written consent Of Motorola, except for up to four (4) backup copies: Title to Programs and any copies thereof, in whole or in pail and all fights in patents, cop.wights, trade secrets, and other intellectual properties of such Pro_u-rams am vested in Motorola; U.S. Revised 5/92 ~n~a~O fc.vaa~ Z.l.g Thc Licensee shall include all cop>right notices, tradcmm-k notices, and other proprietary legends in accordance with Motorola's instructions on all copies of thc Programs ~t makes; and 2.1.9 Licensez acknowledges and agrees that mc eximence of any copyright notice on any Program shall not be consumed as an admission or presumption that publication of such Progrmm has occm'red. 2.2 LEVEL T~VO SOk-TWAR-E LICENSE: Motorola hereby gr~mts to Licensee a personal, non-e×clusivc, transferable Level Two Soft~aze License for such Programs pm-chms¢ct by Licensee which ~e identified., in writing as Level Two Soflwarc. A Level Two Software Licens~ shall contain the following ucc'ms: 2.2.1 Licensee may use such Programs solely for the intended purpose of the Programs and only in the disthbutexl form of the Programs; 2.2.2 Licensee shall not make copies of the Pr. ogrzms except for four (4) back-up copie~; however, this restriction does not inctudc records stored on elecn-onic or magnenc media that have been created by the Prog'm.ms and used for system man=gement purposes; 2.2.3 Licensee shall not modify, adapt, or merge the Program.s; 2.2.~ Licensee shall not make the Pro=~zms available to a third party that is ngt bound by · ' m' License A cement and docs not haye a need to know; ~.)cce{>, ,.'tm p ~'© ~'~ 2.2..5 ~.,icensee may no~ disassemble, decompile, o~ otherwise reverse engineer the Programs; 2.2.6 Licensee shall pay all applicable sales ~d use t~xes or cet-:ify it.s e×¢mpdon therefrom; 2..2.7 Licensee shall comply with the expor~ regulations of the Office of £xpor~ Adminisu'ation for the United. States Depw~"nent of Commerce; 2.2.$ Licensee may transfer such Programs in their entirety to a Transferee, but only if. the Transferee uses the Programs under the same License terms and provisions as specifiexi herein from Motorola; and 2.2.9 Title to Programs and any copies thereof, in whole or in part, mhd all rights in patents, copyrights, trade sex'rets, and other intellectual propemie$ of such l:h--ograms are vested in Motorola. 2.3 LEVEL THRiFt. SOFTWARE LICENSE: Motorola hereby grants to Licensee a p~rsonal, non-exclusive, and nonm-ansferable Level Three Software License for such Progrmms U.S. Rev~se~. 5/92 o~chased by Licensee which m-¢ identifie, d, in wmtmg, m~ L=vcl ~r~e Soflw~. A Level ~= So~c Licmms= shmH contain m~ foBowing ~s ~d 2.3.1 Lic~ns~ may u~ ~ ~olcty for ~he intcnd~ p~os~ of ~ ~ogr~: 2.3.2 Licensee may only usm ~ogr~S at ~ snc, or sims, ~xpr~ssly sm~ in p~ch~ conwacts pertaining to thc Programs, or at a sim. or sites that ~e othe~is~ idcn~fied in a ~tmn agreement ~at ~s signed by Motorola. If a sim is not speciScd, the Licensee ~ay use ~e ~o~ams only at the facility where 2.3.3 ~censcc shall not ~ssc~atc, ~sclose, or m~c ava~zNc the Pro.ams, or ~y ~a~s thereof in any fo~ to a ~lrd p~y without the express ~ttcn consent of, 2.3.4 Licensee shall no~ disassemble or reverse engineer me ~rograms, or ~y pornon ther~f, wi~om ~e express' written consent of Motoml~ 2.3.5 Licensee will t~e appropriate action, by ins~cfion, a~eement or o~e~se. ~y persons, inclu~ng Licensee's Personnel, pemin~ access to the such that Licensee satisfies its confidentiality obligations under this License A~ment; 2.3.6 Licensee may make copies of the Pro~ms, bur only in sufficmnt quantifies s~ice the site, or sites, expressly star~ in purchase con.acts pe~ainmg to the Programs or othe~ise iden~fi~ ~ a w~tmn a~eement ~hat is signed by at Motorola. If a site is not s~ec~fie~, the Licensee may only make copies of Pro.ams in sufficient quan[i[ies m semite the faculty where the ~o~ams were 2.3.7 Title to Programs ~d any copies ~ereof. in whole or in part, an~a~ fights parents, cop~ghu, ~de se~e~, ~d other inmlle~ proxies of such ~ vest~ in Motorol~ 2.3.8 The Licensee sha~i include all copy~ght notices, ~adem~k notices, ~d propfietm~ legends in accordance with Motomla's ins~cfions on all copies of ~o~s it m~es: and 2.3.9 Licens~ ac~owledges ~d a~ees [~at the ex,stance of ~y cop~ght notice on ~ogrmm sh~l not ~ cons~eg as an ~mission or presumption ~t pubhcation such ~ogrm has PROVISIONS AND CONDITIONS FOR SO.WARE LICENSES Section 3 U.S. Revise. ti 5/~2 4 s ~'-,~d formai to pay for each Program, a one-time, lump-sum, License fca. fee shall bc due and payable upon receipt of invoice unless otherwise S :s at the maximum rate perrmtted by applicable law may oq accounts ann mn (10) days past due and shall be due and paya )on receipt Of invoice for such :e charges. / 3. The License fee for well be listed, in current Price Book, current to such Price B fees in the Price Book arc subject be billeZ at the License fee in Licensee shall pay all sales, use and ~ of taxes, however designated: Communication Secto!'s other tangible form. Liccn~sc Orders for each Program ; order is entered. any other assessments in the nature 3.3.1 on each Program License or usc: 3.3.2 resuhSn this License Agreement; or 3.3.3 amount payable for any services fmmtshed under this personal property taxes assessed on the Program a. nd Motorola's net income, unless Licensee furnishes Motorola with a ce rcasonabl' Motorola. 3.4 Licensee shall not assign or transfer this License Agreement or sublicense any Program purchased under this License A~cement without thc prior written consent of Motorola. Any prohibked assignment, transfer or sublicense shall be null and void. 3.5 Motorola reserves the right to assign this License Agreement, encumber or sell any Program. or subcontract any of ~ts obligations hereunder, either in whole or in part, without notice to or the consent of Licensee. 3.6 Motorola shall not be responsible for sup?cn't or field service of any Program under this License Agreement. Any maintenance by Motorola, if available, shall be by separate agree-merit on Motorola's then current tm-ms and conditions and at Motorola's then current prevailing rates for such mamtenance. Section 4 TERM OF LICENSE AGREEME-NrF ~ . <., 4'. 1'This License Agreement shal!q*a;'c r. term ef ,'-' (~ a) year: -_..~/shall be applicable to all Programs and/or Programs contained wtthin Motorola Products that ~re purchaser or otherwise,acquired, by Licensee, or Transferee. dm-ing the term of this License Agreement. sob U.S. Revised 5/92 5 4.2 This License Agreement may be terrmnated prior to th.e exptrauon of ~¢~t~ ' · c r~ns set fo~h in Section 6. For prc~turc m~manon, thc procedures ~cc~ ~n S~on 6 m~t ~ follow~ Section 5 CONFIDENTIALITY 5.1 Licensee shall keep each Program confidential and shall not usc any Program for amy purpose other than its intenc~d purpose. , 5.2 Licensee shall rcstr/ct access to each Program to Licensee's Pemonnel who have a need to know· 5.3 Licensee shall not d~sclose or dissermnate Programs, or any parts thereof, to any third party dunng the mrm of this License Agreement and for a period of ten years after the termination ~ of this License Agreement. without thc cxprcss written consent of Motorola. ~'~/S'- Thc obligations of ~is Section 5 shall survive the expU'afion, ttrmmadon, or canc~112.rl on of this License Agreement for any cause. 5/~ The obligafions of this Section 5 shall not apply to information that: 5.5.1 L~ or beeomcs publicly known through no wrongful act on the part of Licensee; 5.5.2 5.5.3 5.5.4 Section 6 TERMINATION~ Is already known to Licensee at the t/me of disclosure; Is rightfully received by Licensee from a ~ird party without breach of this License Agreement; or Is expligitly approved for public rele'~e by wnuen authorization of Motorola. 6.1 If either parry commits a material breach of any of its obligations set ford),'hcrcin, in a purchase contract for Programs, or other agreement regarding Prograrm, ~hc other party may give written notice' of ~ermmation to the breaching party. The writte~ noU.'cc of term/nation shrill specify the material breach and must specify wh.~thcr, the enm-. c Ltccn.ac Agreement is ~eing terminated or whether thc License Agreement ~s being terminated respec~ to a particular Program, or particular Programs. Upon receipt of the written nouce of termination, the breaching parry shall have sixty (60) days to cure the material breach. In the event that the material breach is not cured during thc sixty (60) days, thc License Agreement is rcrrmnated as spec4fied in thc written notice of termination. 6.2 Thc termination set forth in Section 6.1 shall not be exclusive of any other remedies or e~ms of rezkrcss to which thc non-breaching party may bc lawfully endfled. -'-~ .... :--:':.':i" · ; "'.--- ~-':--7-'7 .'~ . . :' 6.3 Upon termination of this License Agreement or termination of thi~ License Agreement for amy particular Program(s), Licens~ shall promptly forward to Motorola., or to Motorola's designee, all copies of Programs for which this Liccnse Agrrzrncnt is tcrminatetL Section 7 7.1 7.2 WARRANTY For the first one (1) year following its initial shipment. Motorola warrants that, when properly used. its Programs will be free from reproducible defects that cause a material variance from its published specification. However, Motorola docs not-warrant that l~ogram operation will be uninterrupted or error-fmc, that each defect will be corrected., or that any Program will meet Licensee's particular requirements. MOTOROLA'S TOTAL LIABILITY AND LICENSEE'S SOLE REMEDY FOR ANY WARRANTED PROGRAM SHALL BE LIMITED TO, AT MOTOROLA'S OPTION, PROGRAM REPLACEMENT OR THE PAYMENT OF LICENSEE'S ACTUAL DAMAGES, NOT TO EXCEED TILE SUMS PAID TO MOTOROLA FOR THE MOTOROLA PRODUCT INCORPORATING THE DEFECTIVE PROGRAM. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES ACCEPT THESE PROGRAMS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. THIS WARRANTY REPLACES ALL OTHER WAR_RAN t mS, EXPRESSED OR LMPLIED, INCLUDING, WITHOUT LiMITATION, ~ WARRANTIES OF MERCHANTABIZ, ITY AND FITNESS FOR A PARTICUW,-.AR PURPOSE. Section 8 LIMITATION OF LIABILITY 8.1 The entire Motorola liability to Licensee for damages concerning performance or nonperformance by Motorola under the License Agreement or in any way related to the subject mauer of the License Agreement, regardless of whether the claim for such c~.mages is based in contract, tort or otherwise, and Licensee's sole and exclusive remedy shall be limited to the payment by Motorola of actual damages not to exceed the toff.1 L4ccn3c f~ paid by Licensee for the Program, or Programs that caused the damages or is the subject matter of or is d.irecdy related to such claim. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF- USE, TI2ME OR DATA, INCONVENIENCE, COMMERCIAL LOSS, LOST PRO_~I. 1 S OR SAVINGS) TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTI'-IER PARTY. Section 9 INDEMNIFICATION U.S. Revisr~ 5/92 $ 9.1 If promptly notified in wnung. Motorola will defend any sui~ against Licensee that clamas that U.S. patents, copyr/ghts, or trade secrets of another have been infnnged solely by Mmorola's unaltered Programs and will pay any associated costs or damages finally awarded. Upon Motorola's request, Licensee agrees to reasonably assist tn any defense and surrender control of the sun ro Motorola. Motorola may elect, at any nme. to modify or m-place these Programs w;th equivalent non-infringing imms, obtain the right to continue using the Programs or, if these remedies are not reasonably available, terminate this License Agreement with respect to such Programs~. Motoro!a shall have no iiabili,ry for infmngemem that arises frown an)' modi~cation of Motorola s Pr,ogrm-ns by Licensee or from Licensee's combination of Motorola s Progr/ms with another s~ except- qo Section 10 DISPUTES 10.1 Motorola and the Lmcnsee will attempt to settle any claim ~r conrrovers~y ar/stag out of t.his ~'~rc$O~3~ Agreement through consultauon and negouarion in good faith and a spu'it of mutual coor~cration. If those attempts fail. then the dispute well be mediated by a mutually 5 acc~2ptable mcdiat~)~o be chosen by Molorola and the Licensee w~th~n th/try (30) days cOu''x'*c~ written nodce' b~ ~e of'the par'tics demanding non-binding meal/etlon. Neither one of the ~ narfies may unreas~>nably wilhold consent to the selecaon of a mem,ator, and Mot?mia ~nd r-a~ta~r¢'¢o ~he Licensee will/share the cost of the mediation e, qually. By mutual agreemcn!, on.waver, __,.., ~otorola and LiCensee may r~Osmone mediation until both pomes have completeo some ~om~,l,ce~',o~,' ~-~ / · · ' '"l~,~¢s~-'m~-~n~" -' ~-:-- ~a- also a'~ee to ro',laee ~ linmted d.C~..~-~,,,anout~mc alspute, loc pa~c~ tit ,, s~ · ~cdiarion wit~ some other form of non-binding alternate dispute resolution~procedure which cannot be resolved between the parties through negouat~on or mealalaon Any ctispute . /., .. . within two (2) months of the date of the initial demand for ~t/o/y one or me parries may men be subrmued to a cour~ of competem iunsdiction in t-lI/nci~.JlBoth Motorola and Lmensee consent to .jurisdiction over it by such'a court. The use of any ADR proce~lures will not be :onsidered under the docmne of laches, waiver or estoppel :o affect adversely the fights of e~ther parry. Nothing shall prevent either of the parues from resornng to the judicial. proceedings mentioned in th~s earagraph if (a) good faith effcras to atteropt resolution of the dispute under these procedure} have been unsuccessful or (b) interim relief from the court is Jecessary to prevent serious and irreparable injury to one of the p~rties or others. Section 11 11.1 11.2 U.S. Revised 5/~2 GENERAL PROVISIONS Tois License Agreement cons~mtes thc complete and exclusive statement of the agreement between Motorola and Licensee, and supersedes all oral or written proposals, pr/or agreements and other prior coromunications between the pomes, concerning the subject matter of the License Agreement. All formal'Xo~tices, consents and other c~munications.requi.re~/~r pc,--mitte~i under .t~ist to thc o~cr~{~y. 1 1.3 This License A~ccment shall be govcmezi by and construed in accordance with thc laws of thc Sta , of 1 1,4 No representation or promise relaung to. lind no amendment of. this License Al~n:~ment shall be binding unless it is in Wnung and signed by both parties. 1 1.5 The terms and conditions of this License Agreement shall p;evall notwithstanding any varianc~ ,.m:h the mrms and conditions of any ordc-r submitted by Licensee. 1 1.6 Motorola shall not be liable for any failure to perform duc to causes beyond its reasonable control. 11.7 No waver by a parry of any breach of any provision of this License Agreement shall constitute a waiver of any other breach of that or any other provision of this License Agreement. 11.8 Licensee recognizes that applicable Federa Communications Act and other statutes, laws, ordinances, rules, and regulations may change from time to time and that accordingly Motorola in its sole discretion has the right without liability to moc~fy this License Agxeement to comply with such change. 11.9 In the event that any of the provisions contained in this License A~eement are held to be uncaforceable, this License Agreement shall be consumed without such provisions. Ucens th= on ('q ye= of ac on? , sen. 1 I. l ] When, at the time a Program or Program contained within a Motorola Produ'c~ is shipped, a Software Level is not indicated in the purchase contract or otherwise, such Program shall be deemed Level One Software. The Software Level of a Program may be amended by a wrinen agrecmem signed by Motorola. ACCEPTED ANrD APPROVED AS OF _, 199__. MOTOROLA: MOTOROLA, INC. BY: (Authorized Signature) LICENSEE: BY: ' (Au~ofi~ Signature) U.S. Revi~d 5/92 9 ~ formz~ Exhi~:~ }5 10 NAME: I 1 IL.E: DATE: DATE: Address for Formal Notices: Motorola, Inc. 1303 East Algonquin Road Schaumburg. Illinois 60196 Arm: Intellectual Prope~y Department Customer ~. for Formal Notices: // \x U.S. Revised 5/92 10