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HomeMy WebLinkAbout2001-018NOTE Contract is attached to original ordinance. NOTE Amended by Ordinance No. 2001-275, ORDINANCE NO AVV- 0/ 0 AN ORDINANCE PROVIDING FOR THE EXPENDITURE OF FUNDS FOR THE PURCHASE OF 800 MHZ RADIO SYSTEM UPGRADE & RELOCATION WHICH IS AVAILABLE FROM ONLY ONE SOURCE IN ACCORDANCE WITH THE PROVISIONS OF STATE LAW EXEMPTING SUCH PURCHASES FROM REQUIREMENTS OF COMPETITIVE BIDS, AND PROVIDING AN EFFECTIVE DATE (PO 11509 TO MOTOROLA IN THE AMOUNT OF $837,231) WHEREAS, Section 252 022 of the Local Government Code provides that procurement of items that are only available from one source, including items that are only available from one source because of patents, copyrights, secret processes or natural monopolies, films, manuscripts or books, electricity, gas, water and other utility purchases, captive replacement parts or components for equipment, and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials, need not be submitted to competitive bids, and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That described in the "Purchase Agent, are hereby approved PURCHASE ORDER 11509 the following purchase of materials, equipment or supplies, as Orders" listed hereon, and on file in the office of the Purchasing VENDOR Motorola AMOUNT $ 837,231 SECTION II That the acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department SECTION III That the City Manager is hereby authorized to execute any contracts relating to the items specified in Section I and the expenditure of funds pursuant to said contracts is hereby authorized SECTION IV That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the a day of 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY M APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY BY l 11509 — Motorola SOLE SOURCE 2001 Communications System Agreement Communications System Agreement Motorola, Inc, a Delaware corporation ("Motorola"), by and through the United States & Canada Group of its Commercial, Government, and Industrial Solutions Sector ("CGISS"), and the City of Denton, Texas ("Customer") enter into this Communications System Agreement (the "Agreement"), effective as of the last date signed below (the "Effective Date"), pursuant to which Customer will purchase and Motorola will provide Customer with a Communications System Section 1 EXHIBITS The Exhibits below are hereby incorporated into and made a part of this Agreement In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below Exhibit A Motorola software license agreement ("Software License Agreement") Exhibit B Motorola system description ("System Description"), acceptance test plan ("Acceptance Test Plan" or "ATP"), equipment list ("Equipment List"), and statement of work ("Statement of Work"), dated September 14, 2000 Exhibit C Enhanced Service Support Plan Exhibit D Service Agreement and Software Subscription Agreement Exhibit E City of Denton Gold Elite Training Section 2 DEFINITIONS Capitalized terms used in this Agreement and not otherwise defined within the Agreement have the following meanings "Communications System" or "System" is the communications system described in Exhibit B, including the Equipment and Software described in the System Description, Statement of Work, Acceptance Test Plan and Equipment List "Equipment" is the equipment specified in the Equipment List included in Exhibit B "Motorola Software" is software whose copyright is owned by Motorola "Non -Motorola Software" is software whose copyright is owned by a party other than Motorola "Software" includes Motorola and any Non -Motorola Software that may be furnished with the Communications System Section 3 SCOPE OF AGREEMENT A SCOPE OF WORK Motorola will assemble and integrate the Equipment and Software, and deliver, install and test the Communications System at designated Contract No 01-13016-shd Page 1 Rev 04/01/99 Communications System Agreement sites, as specified in Exhibit B and in accordance with this Agreement Customer will perform its responsibilities as specified in Exhibit B and in accordance with this Agreement B CHANGE ORDERS Either party may request changes within the general scope of this Agreement If a requested change causes an increase or decrease in the cost of or time required for the performance of this Agreement, Motorola and Customer will agree to an equitable adjustment in the Agreement price or performance schedule, or both Motorola is not obligated to comply with requested changes unless and until both parties execute a written change order C ADDITIONAL PRODUCTS For three (3) years after the Effective Date of this Agreement, Customer may submit purchase orders for additional portable and mobile subscriber products manufactured by Motorola's CGISS which are currently available at the time of order If Customer and Motorola have agreed to a convention for processing electronic data interchange ("EDI") transactions, purchase orders may be transmitted electronically Each purchase order must specifically refer to this Agreement and will be an offer by Customer subject to Motorola's acceptance Except for pncing and delivery terms, which must be stated on the purchase order, Customer and Motorola agree that the applicable terms of the main body of this Agreement will be the only terms and conditions that govern the purchase and sale of products identified on such purchase orders Customer and Motorola agree that payment for all additional products so purchased will be due within thirty five (35) days after the date of Motorola's invoice for the products D MAINTENANCE SERVICE During the first year after System Acceptance, maintenance services and software support are provided pursuant to the terms of this Agreement, the ESS Plan (Exhibit C) and the applicable provisions of the Service Agreement (Exhibit D) The applicable provisions of the Service Agreement are those entitled "Service Defined" (but excluding, for purposes of the ESS Plan, the first sentence of subparagraph B of "Service Defined"), "Excluded Services", "Right to Subcontract/Assignment", "Time and Place of Service", and "Warranty" Such services are included in the Purchase Price After the first year following System Acceptance, Customer may purchase maintenance services and software support for the Communications System pursuant to a separately executed Service Agreement and Software Subscription Agreement E MOTOROLA SOFTWARE Any Motorola Software furnished will be licensed to Customer solely according to the terms and restrictions of the Software License Agreement attached as Exhibit A Customer hereby accepts all of the terms and restrictions of the Software License Agreement F NON-MOTOROLA SOFTWARE Any Non -Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non -Motorola Software, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply Contract No 01-13016-shd Page 2 Rev 04/01/99 Communications System Agreement Section 4 PERFORMANCE SCHEDULE A Motorola and Customer agree to perform their responsibilities in accordance with the following performance schedule as supplemented by the schedule included in the Statement of Work 1 Motorola will ship the Equipment to designated Customer site(s) within 10 weeks after the Effective Date of this Agreement 2 Motorola will install the Equipment within 5 weeks after the Equipment is delivered to designated site(s) 3 Motorola and Customer will complete acceptance testing within 4 weeks after installation is completed B By executing this Agreement, Customer authorizes Motorola to proceed with the manufacture, assembly, integration, delivery, installation, and testing of the Communications System No further notice to proceed, purchase order, authorization, resolution, or any other action will be required Section 5 PAYMENT SCHEDULE A The total contract price is $ 837,231 00 Except for the first payment, which is due when Customer executes this Agreement, Customer agrees to make payments to Motorola within thirty five (35) days after the date of invoices that will be submitted by Motorola according to the following payment schedule 1 15% of the total contract price is due when Customer executes this Agreement, 2 50% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities, 3 20% of the total contract price will be invoiced immediately after the Equipment is installed at the sites specified in the Exhibits, and 4 15% of the total contract price will be invoiced immediately after System Acceptance B Overdue invoices will bear interest at a rate of 10% simple interest per annum, unless such rate exceeds the maximum allowed by law, in which case it shall be reduced to the maximum allowable rate Section 6 INSTALLATION AND SITE CONDITIONS A In addition to its responsibilities described in the Statement of Work, Customer agrees to provide a designated project director, procure any necessary construction permits, budding permits, zoning variances and the like, provide access to the sites identified in the Exhibits as requested by Motorola, and have such sites available for installation of the Equipment by Motorola in accordance with the performance schedule and Statement of Work Contract No 01-13016-shd Page 3 Rev 04/01/99 Communications System Agreement B If either Motorola or Customer determines during the course of performance of this Agreement that the sites identified in the Exhibits are no longer available or desired, or, if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated on the specifications in the Exhibits, Motorola and Customer will promptly investigate the conditions and jointly select replacement sites or adjust the installation plans and specifications as necessary C If Customer and Motorola determine that any change in sites, site availability, installation plans, or specifications will require an adjustment in the contract price or in the time required for the performance of this Agreement, the parties will agree to an equitable adjustment in the price, performance schedule, or both, and this Agreement will be modified in accordance with Section 3 B of this Agreement D This Agreement is predicated upon normal soil conditions as defined by the version of E I A standard RS-222 in effect on the Effective Date of this Agreement Section 7 TRAINING If training is included in this Agreement, Customer agrees to notify Motorola immediately if a date change for a scheduled training program is required A charge will apply to a training program rescheduled by Customer less than thirty (30) days prior to its scheduled start date Section 8 SYSTEM ACCEPTANCE A Motorola will test the Communications System in accordance with the Acceptance Test Plan System acceptance will occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance If the Acceptance Test Plan includes separate tests for individual subsystems, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance Customer and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule B Motorola agrees to notify Customer when the Communications System is ready for acceptance testing Motorola and Customer agree to commence acceptance testing within fifteen (15) business days after receiving such notification If testing is delayed for reasons within the control of Customer or its contractors, agents and consultants for more than fifteen (15) business days after notification, final payment will be due within thirty five (35) days after such notification and the Warranty Period will commence immediately C Motorola may, but is not obligated to, issue written authorization for Customer's use of the Communications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance Contract No 01-13016-shd Page 4 Rev 04/01/99 Communications System Agreement Section 9 WARRANTY A WARRANTY PERIOD Upon System Acceptance, the System Functionality representation described below is fulfilled The Equipment and Motorola Software is warranted for a perod of one (1) year after System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software is shipped from Motorola Customer must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period B SYSTEM FUNCTIONALITY Motorola represents that the Communications System will satisfy the functional requirements in Exhibit B Upon System Acceptance, this System Functionality representation is fulfilled After System Acceptance, the Equipment Warranty set forth below, the Software Warranty set forth in the Software License Agreement, and the Enhanced System Support Plan described in Exhibit C will apply Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola attached to or used in connection with the System provided hereunder Additionally, Motorola will not be responsible for System performance where the functionality is reduced for reasons beyond Motorola's control including but not limited to i) an earthquake, adverse atmospheric conditions or other natural causes, ii) the construction of a building that adversely affects the microwave path reliability or RF coverage, ni) the addition of additional frequencies at System sites that cause RF interference or intermodulation, iv) Customer changes to load usage and/or configuration outside the parameters specified in Exhibit B, v) any other act of parties who are beyond Motorola's control, including Customer or its employees, contractors, consultants or agents C EQUIPMENT WARRANTY Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period Unless otherwise specified in writing, the Warranty Period for non - Motorola manufactured Equipment will be as stated in this Section At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period All replaced parts of the Equipment shall become the property of Motorola THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner b) Defects or damage occurring from misuse, accident, water, or neglect c) Defects or damage occurring from testing, operation, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this Communications System Agreement Contract No 01-13018-shd Page 5 Rev 04/01/99 Communications System Agreement d) Breakage or damage to antennas unless caused directly by defects in material or workmanship e) Equipment that has been subjected to unauthorized Equipment modifications, disassembly or repairs (Including the addition to the Equipment of non -Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim f) Equipment which has had the serial number removed or made illegible g) Batteries (because they carry their own separate limited warranty) h) Freight costs to the repair depot i) Equipment which, due to illegal or unauthorized alteration of the software/firmware in the Equipment, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Equipment at the time the Equipment was initially distributed from Motorola j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment k) Software Normal and customary wear and tear D YEAR 2000 EXPRESS WARRANTY During the Warranty Period, Motorola warrants that each hardware, software, and firmware product delivered under this Agreement ("Product") shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the year 1999 and the year 2000, including leap year calculations, when used in accordance with the Product documentation provided by Motorola, provided that all products (e g , hardware, software, firmware) used in combination with such Product properly exchange date data with it All Product manufactured by parties other than Motorola are warranted hereunder based upon Year 2000 statements, representations, and warranties made by these parties to Motorola Motorola has not verified the content of those Year 2000 statements but is merely republishing those statements, representations, and warranties for purposes of this warranty For any Product that utilizes third party computer operating system software, such as Microsoft Windows NT 4 0 or Windows 95, that third party software is warranted only with respect to the specific functions of it that are necessary in the performance of the Communication System provided under this Agreement The remedies available for breach of this warranty shall be as defined in, and subject to, the terms and limitations of the Equipment Warranty provided above Except as provided herein, nothing in this warranty statement shall be construed to limit any rights or remedies provided elsewhere in this Agreement with respect to matters other than Year 2000 performance Contract No 01-13016-shd Page 6 Rev 04/01/99 Communications System Agreement E MOTOROLA SOFTWARE WARRANTY Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit A F These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industnal, or governmental use only, and is not assignable or transferable These are the complete warranties for the Equipment and Software provided pursuant to this Agreement G THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW Section 10 FCC LICENSES AND AUTHORIZATIONS Customer agrees to obtain all Federal Communications Commission ("FCC") licenses and authorizations required for installation and use of the Communications System prior to the scheduled installation of the Equipment Although Motorola may assist in the preparation of license applications, in no event will Motorola or any of its employees be an agent or representative of Customer in FCC matters Customer is solely responsible for obtaining all FCC licenses and for complying with FCC rules Section 11 DELAYS A Successful project implementation will require cooperation and fairness between the parties Because it is impractical to provide for every contingency which may arise during the course of performance of this Agreement, the parties agree to notify the other if they become aware that any condition will significantly delay performance The parties will agree to reasonable extensions of the project schedule by executing a written change order B Under no circumstances will either party be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party ("Excusable Delays") Such events include, but are not limited to, acts of God, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental action, bid protests, fire, strikes, lock -outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor C Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities In the event of a Customer delay during the time of shipment, Motorola may ship the equipment as scheduled to a location as designated by the Contract No 01-13016-shd Page 7 Rev 04/01/99 Communications System Agreement Customer If Customer delays Motorola's performance, the performance schedule will be extended, the Customer will make the milestone payments as if no delay occurred and in the event the delay is sixty (60) days or more and is the sole cause of the customer then the parties will execute a Change Order to compensate Motorola for reasonable charges incurred because of such delays Such charges include, but are not limited to, costs incurred by Motorola and/or its subcontractors for additional freight, warehousing and handling, suspending and re -mobilizing the work, additional engineering and standby time calculated at then current man -day rates, and preparing and implementing a "work around" plan Section 12 DEFAULT A If Motorola fails to complete delivery, installation or acceptance testing in accordance with this Agreement, Customer may consider Motorola to be in default, unless such failure has been caused by an Excusable Delay Customer agrees to give Motorola written notice of such default Motorola will have thirty (30) days from the receipt of such notice to provide a plan of action that is acceptable to Customer to cure the default B If Motorola fails to cure the default, Customer may terminate any unfulfilled portion of this Agreement If Customer completes the Communications System through a third party, Customer may recover the reasonable costs of completing the Communications System to a capability not exceeding that specified in the Agreement, less the unpaid portion of the Contract Price Customer agrees to use its best efforts to mitigate such costs Motorola's liability under this Section is subject to the limitations of the Section entitled Limitation of Liability of this Agreement C THE REMEDIES PROVIDED IN THIS SECTION OF THE AGREEMENT WILL BE THE FULL EXTENT OF MOTOROLA'S LIABILITY IN THE EVENT OF DEFAULT Section 13 INDEMNIFICATION A GENERAL INDEMNITY Motorola agrees to and hereby indemnifies and saves Customer harmless from all liabilities which may accrue against Customer on account of direct physical damage to tangible property or personal injury to the extent the damage or injury is caused by Motorola's negligence or recklessness, or that of its employees, subcontractors, or agents while on the Customer's premises during the delivery, installation, or testing of the Communications System pursuant to this Agreement B PATENT AND COPYRIGHT INFRINGEMENT Motorola will defend, at its own expense, any suit brought against the Customer to the extent that it is based on a claim that the Equipment or Motorola Software infringe a United States patent or copyright, and Motorola will pay those costs and damages finally awarded against the Customer in any such suit which are attributable to any such claim, but such defense and payments are conditioned on the following i) Motorola must be notified promptly in writing by Customer of any notice of such claim, u) Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise, and in) should the Equipment or Motorola Software become, or in Motorola's opinion be likely to become, the subject of a claim of infringement of a United States patent or copyright, Customer will permit Motorola, at its option and Contract No 01-13018-shd Page 8 Rev 04/01/99 Communications System Agreement expense, either to procure for Customer the right to continue using the Equipment or Motorola Software or to replace or modify the same so that it becomes non - infringing or to grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return The depreciation amount will be based upon generally accepted accounting standards for such Equipment and Software Motorola will have no liability with respect to any claim of patent or copyright infringement which is based upon the combination of the Equipment or Motorola Software furnished hereunder with software, apparatus or devices not furnished by Motorola, nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Equipment The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof C Motorola's indemnification of Customer under this Section will be the full extent of Motorola's indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement Section 14 DISPUTES A Motorola and Customer will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation If those attempts fail, the dispute will be mediated by a mediator chosen jointly by Motorola and Customer within thirty days after notice by one of the parties demanding non -binding mediation Neither party may unreasonably withhold consent to the selection of a mediator, and Motorola and Customer will share the cost of the mediation equally The parties may postpone mediation until they have completed some specified but limited discovery about the dispute The parties may also replace mediation with some other form of non- binding alternate dispute resolution ("ADR") procedure B Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date of the initial demand for non -binding mediation may then be submitted by either party to a court of competent jurisdiction in the State in which the Communications System is installed Each party consents 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 Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two -month ADR period 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 such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors 6'�it<iE3�lul � i�i[sP►L�73fiL'1=ll�i �7 Notwithstanding any other provision to this Agreement, except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment or services with respect to which losses or damages are claimed IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL Contract No 01-13016-shd Page 9 Rev 04/01/99 Communications System Agreement LOSS, LOST PROFITS OR CONSEQUENTIAL DAMAGE AGREEMENT, THE SALE O OF SERVICES BY MOTORC of Liability will survive the ex breach of this Agreement or c Agreement may be brought r action except for money due i A TITLE AND RISK OF Lf shipment of the Equipme any time Risk of loss wil facilities designated by C B TAXES The purchase pr excise, sales, lease, sere which (other than federal worth) will be paid by Cu pay or bear the burder Customer and Customer any interest and penaltie, will be solely responsibl purposes C CONFIDENTIAL INFOF information identified as Motorola's prior written information public or disc disclose such material c disclosure SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR IN ANY WAY RELATED TO OR ARISING FROM THIS USE OF THE EQUIPMENT, OR THE PERFORMANCE A PURSUANT TO THIS AGREEMENT This Limitation ration or termination of this Agreement No action for a lerwise relating to the transactions contemplated by this ore than one year after the accrual of such cause of on an open account SS Title to the Equipment will pass to Customer upon I, except that title to Software will not pass to Customer at pass to Customer upon delivery of the Equipment to the :e does not include any amount for federal, state, or local ,a, rental, use, property, occupation, or other taxes, all of state, and local taxes based on Motorola's income or net lomer except as exempt by law If Motorola is required to of any such taxes, Motorola will send an invoice to vill pay to Motorola the amount of such taxes (including within thirty days after the date of the invoice Customer for reporting the Equipment for personal property tax ATION Customer will not disclose any material or )torola proprietary and confidential to third parties without )ermission, unless Motorola makes such material or sure is required by law If Customer is required by law to Information, Customer will notify Motorola prior to such D DISCLAIMER OF LICEN; E Except as explicitly provided in the Motorola Software License Agreement includ ad in Exhibit A, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right under any patents, pater t applications, copyrights, trade marks, trade secrets or other intellectual property 3f Motorola E ASSIGNABILITY This Agreement may not be assigned by either party without the prior consent of the other party except that Motorola may assign this Agreement to any of its affiliates or it, right to receive payment without the prior consent of Customer F WAIVER Failure or Agreement will not c G SEVERABILITY If any unenforceable, that provi Agreement will remain in of this Agreement by either party to exercise any right or power under this as a waiver of such right or power portion of this Agreement is held to be invalid or ion will be considered severable and the remainder of this Lill force and effect as if the invalid provision were not part Contract No 01-13016-shd Page 10 Rev 04/01/99 Communications System Agreement H HEADINGS AND SECTION REFERENCES The headings given to the sections of this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers ENTIRE AGREEMENT This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter This Agreement may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties J GOVERNING LAW This Agreement will be governed by and construed in accordance with the laws of the State to which the Equipment is shipped K NOTICES Notices authorized or required under this Agreement must be in writing and sent to the below addresses The City of Denton Attn Manager of Communications Denton Municpal Electric 901-A Texas Denton, Texas 76201 Motorola, Inc Attn Contract and Compliance Manager 9980 Carroll Canyon Road San Diego, Ca 92131 In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the dates set forth below IN WITNESS C y f Denton, Texas Motorola, Inc B i By Name M hae Jez Name STEVEN J. PAI M Title City Manager Title AREA CONTROLLER `t Date / — �i — 0 / Date /— / 6 — o / ATTEST JENNIFFE��R WALgTEER�S,,�C/IITY SECRETARY BY ( /l PV �[dNoll_/L APPROVED AS TO LEGAL FORM HER$ERT L �RQU BY JI( REVI ID AP 0 I A YED AS T FORD TT DODOS / DATE MOTOROLA CONTRACTS AND COM MANCE DEPT. Contract No 01-13018-shd Page 11 Rev 04/01/99 a,iq„y 6v aJ� ,'AUU( e :�AR , . = a t 51C la{ + 4 5°"t �xa5 IN, { T�{ 5fi ttA �� ifi A tit;4 {/ { fR A, I A� ,�'s a 4r 7iay.sf I- f rP s�tTd°i 4 Cx " xal�rt r 2, t t vx tzP ly, o� yt" 7kSi EXHIBIT '�q 1 SOFTWARE LICENSE AGREEMENT i,E�p�P�r2D ���;'d fop `fL AeA y M Ti ,xrytirytt'� AA��Y FF1/y-'qry. rfAY i' " J l i 4 A r r "'oyf ytt�f�Sk97"54A�vb Tt l° i$l; fa 3l `yn��rdl� �E y�l j IFs Wit e , It If f x v ` ir1 yet l p a }4 e .i4i 4i` p P iyt Ir� l Y Pi + #Jk x ,I ,kd ' , r xY �4,T^t' r f tt i n J tf i kr r i r A r`,S£ to y A t ti fps +! s, ", rtyAN�l ,it a y,s� It Vf I� x fw 1 i ry i Ap�t {, r I t �iy 'Ili, r �JY Exhibit A Software License Agreement This Software License Agreement is between Motorola, Inc, a Delaware corporation ("Motorola"), and the City of Denton, Texas Section 1 SCOPE Licensee may acquire from Motorola's Commercial, Government, and Industrial Solutions Sector ("CGISS") radio communication products ("Products") that contain embedded or pre - loaded Motorola software such as in a ROM, PROM, or EPROM, or other Motorola software provided on media such as a floppy disk, tape, diskette, or CD-ROM All such software (including Radio Service Software and FLASHport® Software) is referred to as "Motorola Software " In addition, third party software may be included which Motorola does not own but is licensed to distribute The terms of this Agreement apply to any such third party software unless an additional license agreement pertaining to the third party software is enclosed, in which case the terms of such license apply to said third party software This Agreement contains the terms under which Licensee may use Motorola Software acquired from CGISS Section 2 GRANT OF LICENSE Motorola hereby grants to Licensee a personal, non-exclusive license under Motorola's applicable proprietary rights to use Motorola Software in accordance with the terms of this Agreement Section 3 LIMITATIONS ON USE Licensee may use Motorola Software only for Licensee's internal business purposes and only as described in the Motorola Software or Product documentation Any other use of Motorola Software is strictly prohibited and will be deemed a breach of this Agreement Licensee may not copy, modify, adapt, merge with other software, reverse engineer, prepare derivative works of, or disassemble any Motorola Software for any reason, except that Licensee may make at most two copies of Motorola Software provided with infrastructure equipment for back-up purposes Licensee must purchase a copy of Radio Service Software for each site at which Licensee uses Radio Service Software, Licensee may make one additional copy for each computer owned or controlled,by Licensee at each such site Licensee may temporarily use Radio Service Software on portable or lap -top computers at other sites Prior to acquiring any Radio Service Software or upon Motorola's request, Licensee must provide a written list of all sites where Licensee uses or intends to use Radio Service Software Licensee must reproduce all Motorola copyright and trademark notices on all copies of Motorola Software Section 4 TRANSFERS If Licensee transfers ownership of Products to a third party, Licensee may assign its rights to use Motorola Software (other than Radio Service Software and FLASHportO Software) embedded in or furnished for use with those Products provided that (a) Licensee transfers all copies of such Motorola Software to the new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request) completed and signed by the new owner Otherwise, Licensee may not transfer or make available any Motorola Software to any third party Section 5 OWNERSHIP AND TITLE Title to all copies of Motorola Software In any form, including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola Section 6 CONFIDENTIALITY Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade secrets and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or other improper use of Motorola Software will result in irreparable harm to Motorola for which monetary damages would be inadequate Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents who need to use Motorola Software for Licensee's internal business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of Motorola Software Section 7 LIMITED WARRANTY For the first 120 days after initial shipment of Motorola Software, or, if the Motorola Software is provided pursuant to a Communications System Agreement or Communications Equipment Agreement between Motorola and Licensee, for the Warranty Period specified In such Agreement, Motorola warrants that the Motorola Software, when used properly, will be free from reproducible defects that eliminates the functionality of a feature critical to the primary functionality of a system The primary functionality of a voice communication system is subscriber -to -subscriber, subscriber -to -dispatcher, and dispatcher -to -subscriber voice communication The primary functionality of a data system is point-to-point data transmission Motorola does not warrant that Licensee's use of the Motorola Software or the Products will be uninterrupted or error -free or that the Motorola Software or the Products will meet Licensee's particular requirements This limited software warranty does not include any warranty covering the processing of date data from, into, and between the year 1999 and the year 2000 Any such warranty would be provided expressly in a separately executed agreement MOTOROLA'S TOTAL LIABILITY, AND LICENSEE'S SOLE REMEDY, FOR ANY BREACH OF THIS WARRANTY WILL BE LIMITED TO, AT MOTOROLA'S OPTION, REPAIR OR REPLACEMENT OF THE MOTOROLA SOFTWARE OR PAYMENT OF LICENSEE'S DIRECT DAMAGES UP TO THE AMOUNT PAID TO MOTOROLA FOR THE MOTOROLA SOFTWARE OR THE INDIVIDUAL PRODUCT IN WHICH THE MOTOROLA SOFTWARE IS EMBEDDED OR FOR WHICH IT WAS PROVIDED THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE, SUBSEQUENT TRANSFEREES MUST ACCEPT THE MOTOROLA SOFTWARE "AS IS" AND WITH NO WARRANTIES OF ANY KIND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE Section 8 LIMITATION OF LIABILITY IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES Section 9 TERM AND TERMINATION Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and will continue in perpetuity unless terminated as follows Licensee's right to use Motorola Software will terminate without notice upon a breach of this Agreement by Licensee In addition, if Licensee breaches this Agreement with respect to Radio Service Software or FLASHport® Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such Motorola Software Upon termination, Motorola will be entitled to immediate injunctive relief without proving damages and, unless Licensee is a sovereign government entity, Motorola will have the right to repossess all Radio Service Software and FLASHport® Software in Licensee's possession Within thirty days after termination of Licensee's right to use any Motorola Software, Licensee must certify in writing to Motorola that all copies of such Motorola Software have been returned to Motorola or destroyed Section 10 NOTICES All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the below addresses Change of address must be in writing to the other party The City of Denton, Texas Motorola,inc Attn Manager of Communications Attn Contracts and Compliance 901A Texas Street 990 Carroll Canyon Road Denton, Texas 76201 San Diego, Ca 92131 Section I GENERAL A COPYRIGHT NOTICES The existence of a copyright notice on Motorola Software will not be construed as an admission or presumption that public disclosure of Motorola Software or any trade secrets associated with Motorola Software has occurred B CAUSES OF ACTION Licensee must bring any action under this Agreement within one year after the cause of action arises C WAIVERS No waiver of a right or remedy of a party will constitute a waiver of another right or remedy of that party D ASSIGNMENTS Motorola may assign any of its rights or subcontract any of Its obligations under this Agreement, or encumber or sell any of its rights in any Motorola Software, without prior notice to or consent of Licensee E ENTIRE AGREEMENT AND AMENDMENT This Agreement contains the parties' entire agreement regarding Licensee's use of Motorola Software and may be amended only in a writing signed by both parties, except that Motorola may modify this Agreement as necessary to comply with applicable laws and regulations including FCC regulations F GOVERNING LAW This Agreement will be governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State to which the Equipment is shipped ' { 14 1 Ai 4 R 1 In f `Itntj�4� " ess whereof, the parties have caused duly authorized representatives to execute thu Agreement on the dates set �forth below j 4 C axe city o e ton, Ts °`As° Motorola, Inc ''- ' B hx ry 1.0 "1�; �. By Name M1'afieI s31�t,= y 'F Name STEVEN J. PALM Y k 4 F� s Title t'ty ee s ` i Title Ak6A cONTRO1.L Y t Date Q ; S``,I`' Date `m w ) r MOTORO �'[ 88NT1� M AND,iMRLINND z�6kY� ° jk 4 1 ' ,R4*4TAT101 S 1 � F I � 7E ATTE A W4, TE1 S, CiT S ITARY Fi tl Mst� BY a i ♦4 4 , Vj 1 4 t e4 IR � APP 6VE6I A$ TO LEGAL, FO* HERI LRT L PROUTY 41 BY; r a � 4 i t( ml ) f .1 N 11+ + ) i� q 6 t P in i f ri 1° r i r$$rIy rj rki III e r a t t C �^LS Pf+" c yi 7� Ir e t ' ' 1 t �r 1t EXHIBIT B SYSTEM DESCRIPTION It r t 9$ in ry f s4 I tCl y t rd ay r! wify �F pt4} y M1in Oat 4y tst t i�}a �`u x he yr Ct� t r � tV rt ✓ ce { s ryi r�q+r f r 5 r : Cti sy 1 )- i r iyaa i f i t� r ytf t r atli r A Crk rtd 4` r' t Y c S �Y r w y 4 S rl y I f i I r iT Ir � City of Denton, Texas Single Site Trunking System Description System Overview: The proposed City of Denton Communication System will be an 800 MHz, single site, eight (8) channel Trunked Radio System The system contains eight (8) Quantar repeaters and one (1) SMARTNET II MTC 3600 Trunked Central Controller to be located at the Primeco site Moreover, The proposal includes five (5) Centracom Gold Series Elite Consoles co -located with a Central Electronic Bank (CEB) at the Police Department One (1) Remote Gold Elite Operator position is provided to be installed at the Utility Dispatch Center at 1701C Spencer Road, Denton, Texas Three (3) Premisys Channel Banks are included to interface with two T1 links The first link connects the Police Department to the McKenna Park Site and the second link connects the Police Department to Utility Dispatch at 1701C Spencer Road, Denton, Texas The City of Denton shall provide the link between the sites as mentioned above If the link provided is a Fiber Optic link, then it is the responsibility of City of Denton to provide an Electric T1 interface at each end of the link The proposal does not include antennas for the McKenna Park Tower Site City of Denton must provide two (2) antennas in order to complete the radio infrastructure Motorola is not responsible for coverage or malfunctioning of the system due to the performance of the antenna A Single user Site Lens system is included in this proposal to provide flexible control and management capabilities This proposal includes the following Site Lens software packages •:• Software Select Inhibit Enhances the security of the communication system and protects sensitive communications if radio is lost or stolen This feature allows the dispatcher to remotely disable the radio A dispatcher can prohibit the radio from operating on the system Reinstating inhibited radios requires a single command from the dispatcher ❖ Software Basic Statistics Allows the Site Lens terminal to collect radio traffic statistics and store this information This feature can enhance productivity by helping managers to identify traffic and misused radios d• Software Radio Control Manager. Permits users to execute dynamic radio commands and allow them to manage and control their system i »rr � inn Svstgm Equipment. City of Denton shall provide all AC power service and surge protection at all sites listed below Moreover, City of Denton shall provide a single point system ground of (5) ohms or less, to be used on all fixed equipment supplied by Motorola 6• McKenna Park Site It is the responsibility of City of Denton to provide the adequate space at the equipment shelter that should meet Motorola R56 Safety Standards Motorola will provide the following equipment to be installed at the tower site ❖ One (1) SMARTNET II MTC 3600 Trunked Central Controller :• Eight (8) 100 Watt Quantar Repeaters :• One (1) Premisys Channel Bank ❖ One (1) Three Phase 120/208 VAC Site Surge Protector 6• Antenna Systems 0 One (1) 250-foot run of 1-114 inch LDF Transmission Line 0 One (1) Celwave WIJD860-S 10 Channels Combiner 0 One (1) 250-foot run of 7/8 inch LDF Receive Line 0 One (1) Celwave/Motorola 24-channel Multicoupler with Tower Pre -Amp 0 One (1) 250-foot run of 3/8 inch LDF Test Line 0 All Required Jumpers, Connections, and Surge Protection ❖ Dispatch Center at the Police Department It is the responsibility of City of Denton to provide the adequate space to accommodate the Central Electronic Bank (CEB) and the operator positions Motorola will provide the following equipment to be installed at the Dispatch Center ❖ One (1) Premisys Channel Bank ❖ Central Electronics Bank (CEB) that includes 0 Three (3) Card Cages 0 Interface cards to perform logging of sixteen (16) talkgroups to the existing logging recorder at the Police Station 0 Interface for a Smart Phone Service 0 All necessary interface Cards (The CEB does not include an s' interface to any conventional channels) 4• Consoles 0 Five (5) Centracom Gold Series Elite Console 0 One (1) Centracom Gold Series Elite Server d• Site Lens 0 One (1) Hewlett Packard 350MHz 128 RAM 4 3GB PC 0 One (1) 19 " Monitor 0 One (1) Hewlett Packard Desk Jet Printer 0 Two (2) Radio Interface Module (RIM II) 0 Two (2) MCS2000 Mobile Radio y 0 Two (2) 800 MHz Omni Unity Gam Antenna System r :• Utility Dispatch It is the responsibility of City of Denton to provide the adequate space to 5, accommodate the Premisys Channel Bank and the remote operator position Motorola will provide the following equipment to be installed at the Dispatch Center One (1) Premisys Channel Bank ❖ One (1) Centracom Gold Series Elite Console System Operation: SMARTNET Motorola's SMARTNET is a computer -managed wireless system of radios designed for efficient and flexible voice communications over a wide geographical area SMARTNET is a "trunking" technology that utilizes advanced signaling techniques to provide many exceptional features and benefits to system users A major benefit of trunking is that it allows many radio users to share a limited number of channels on an "as needed" basis SMARTNET trunking has resulted in optimum spectrum efficiency and rapid system access It has also made possible the growth of a single -agency's system into one capable of supporting multiple agencies Therefore, all mobile and portable radio operations and individual department requirements are satisfied with the level of inter/antra department communications trunking technology provides Basic Features Even with all the advantages trunking has to offer, a Smartnet radio is still easy to use That is because the user only has to press the PTT (Push - To -Talk) button on the radio and, if a channel is available, begin speaking If all the channels are busy, the user just waits for the go-ahead tone and begins speaking It is that simple The user does not have to monitor the channel before transmitting Simple operation is important to ensure that users easily understand and correctly use the technology SMARTNET provides many advanced system features such as Feature Benefit SMARTNET can accommodate up to 000 talkgroups and up to 48,000 As your system needs change, you can individual users Without priority easily reconfigure the talkgroups and monitor, 4,000 talkgroups are the users assigned to different groups possible The SMARTNET II system is capable Future system expansion to meet of operating in configurations up to a demands for system growth maximum of 28 channels Push -to -Talk (PTT) unit ID displa Unit ID Display/Alias allows a dispatcher to view the users ID and alias Selective radio inhibit allows the system supervisor/dispatcher to selective) Selective Radio Inhibit deny an individual radio (i a lost o stolen) access to the trunked radio system The dispatcher is immediately notified Emergency Call/Alarm of the emergency status by an audible alert and visual display of the emer enc caller's ID at the console It is unnecessary for the radio operator Busy Queue and Call Back to waste valuable time repetitive) keying his radio in an effort to gain channel access Radios can be temporarily moved into Dynamic Regrouping talkgroups not even programmed into he radio Motorola'; SMARTNET II trunkmg Upgradable system for long term systems have been designed for eas slue upgradability to grow as your needs change This allows a SMARTNET II system to expand into a wide -area SMARTNET or SmartZone system ithout replacing your entire system Basic SMARTNET Operation SMARTNET basically consists of a central controller computer MTC3600 and QUANTAR radio repeaters One of these repeaters is dedicated as a digital control channel and is not available for voice calls The control channel sends and receives digital information allowing all the radios to be in constant communication with the central controller The digital control channel operates at a data rate of 3600 bits per second (bps) Motorola determined that 3600 bps is the most effective data rate to transmit digital control channel information Instead of using one standard data rate for all data transmissions, Motorola uses the best data rate for the application In a typical call sequence, all the radios are already communicating on the control channel with the central controller by sending and receiving digital information This is how the central controller knows which radios are turned on and which group each user wants to communicate with This ensures that desired communications are not missed At this point no one is talking, so all the radios are muted while the digital communication is taking place with the central controller So far, the user has not taken any action to initiate a conversation When a user wants to talk, that person presses the Push -To- Talk (PTT) button The radio sends a signal over the control channel into the central controller The central controller processes the call request and assigns a repeater for the user to use The central controller now sends a signal back over the control channel instructing all the radios in that group to switch automatically to the assigned repeater's frequency In the Call Request Sequence, all radios in the caller's group automatically swatch to the correct repeater frequency, an automatic process that takes only a fraction of a second to complete When the conversation is done, this user group switches back to the control channel frequency and the assigned repeater is freed up for another call SMARTNET operates by assigning radio channels to user -groups only during the time a call is actually taking place When a group is not involved in an active transmission, all users in that group will be monitoring the system control channel This control channel is a single RF channel that is continually transmitting channel assignment data to all of the system users The control channel ensures that all users are able to monitor conversations intended for them while providing conversation privacy SMARTNET controller and trunking capabilities allow users to access the system efficiently, even during peak usage hours SMARTNET state of the art technologies, features, and operations all combine to create the SMARTNET advantage over similar systems our competitors may offer SMARTNET Central Controller (MTC3600) MTC 3600 Controllers are the central call processing equipment that use advanced Compact PC] technology and reliable signaling techniques in providing trunked operation in Simulcast Radio Systems When combined with other equipment, the MTC 3600 Controllers yield leading edge trunked radio operation, system management, and control In addition to supporting features like Selective Call, Group Call and Push to Talk ID Display, The MTC 3600 supports up to 28 channels with four possible control channel The MTC 3600 fully expanded to 28 channels remains in a 14" H x 14" D x 19" W card cage With only one repeater interface card per 7 channels upgrading is simple S rg 1} i ly try �n n }i I 4 Q�antar The QUANTARTm base station/repeater is one of Motorola's most sophisticated wireless infrastructure components It offers the following ' general features a I 0 Software Flexibility 0 Small Space Requirements 0 Migratabdity 0 Multiple Applications s 0 Modularity ,ry ' Motorola's QUANTAR is composed of modules that are linked and driven by', internal software The QUANTAR was developed to provide certain advantages over earlier base stations Among these are the following System reliability - QUANTAR meets the highest level of component and workmanship quality, ensuring maximum up time The QUANTAR has a rugged design, shielded modules, and all metal construction The station has been designed and tested to withstand vibration and dust environments Technology migration capability - With QUANTAR, you can build the system you need today and easily add new modules or modify the software to migrate your system to meet future requirements without replacing the QUANTAR repeaters QUANTAR's modular, software -driven design provides system configuration flexibility It can be reconfigured from analog to digital and from wide channel spacing to harrow channel spacing Easy maintenance - QUANTAR's modularity also makes troubleshooting, maintenance, and repair efficient and effective QUANTAR performs internal diagnostics and self -corrects minor discrepancies Its minimal maintenance and service requirements result in a highly reliable, easy to maintain station Efficient use of space A QUANTAR requires much less space than a traditional sized repeater and it weighs only 55 pounds The QUANTAR fits into a standard 19-inch rack and is only 8 75 inches high and 14 2 inches deep This unit's a�> compact design allows up to eight stations to be mounted on a single 7- foot open rack TeNSr (Premises Channel Bank) The Telecommunications Network Server (TeNSr) provides access to a T1/E1 network with a variety of user interfaces and enhanced services that are not available on traditional network access devices It physically resides at the customer premises provides the link between the user's equipment and the network facilities The TeNSr is a powerful and flexible communications platform that can support, integrate, and expand multiple applications and services Telecommunications systems can be divided into two distinct areas of responsibility, the user side and the network side Typically, the network side is owned by a common carrier like AT&T, MCI or Sprint, a local service provider like Ameritech, Southwestern Bell, GTE, etc, or a private microwave system The user side consists of all the equipment on the users' premises that contribute to the system The TeNSr was developed to answer the many diverse needs at the user/network interface with a single, less capital intensive device Before the advent of the TeNSr, a huge array of hardware was necessary between the user equipment and the network This required the user to invest in many devices, and inevitably face the problems of hardware obsolescence, without any investment protection This also presented space and connectivity problems The TeNSr was developed to address these problems Natwork 9de ..w. T..,.,. I»,,...4 An example of how the TeNSr might be used at the user/network interface Two (2) T-1 channel banks are proposed to connect the CEB at the Dispatch Center to the Central Controller at the tower site It is the responsibility of the City of Denton, Texas to provide one (1) T-1 circuit between the two (2) channel 41 i banks,' The following table lists the mandatory Motorola Specifications for the T-1 circuit�provided PARAMETER MEASUREMENT VALUE Bit Error Rate — BER 1 x 10 Stratum Level 2 or Better Delay 5 milliseconds mS Availability 99 999 % Line Coding B8ZS bit 8 zero substitution Signaling Clear Channel Compression None Framing ESF extended super frame Dry or Wet Dry, No voltage 48 VDC or other Present i Cut -over Plan: I A detailed cut -over plan will be created prior to the design implementation in a joint effort and mutual agreement by Motorola and City of Denton II f I I � rE u IV 4� 1 u r + zd E rT 1 i ♦a � ttt iX o IV, + E EXHIBIT B STATEMENT OF WORK , z< r � i �e r`1 1t(rtk F V 1 m CITY of DENTON r r � , 1 e r City of Denton Statement of Work Revision 1.0 Dated September 14, 2000 Motorola 01 /16/01 CITY 00 DENTON TABLE OF CONTENTS Statement of Work City of Denton TABLEOF CONTENTS.................................................................................................1 1. PURPOSE OF STATEMENT OF WORK..................................................................2 1 1 MOTOROLA SYSTEM RESPONSMILITIES (GENERAL) 12 CITY OF DENTON SYSTEM RESPONSIBILITIES (GENERAL) 13 SITE PREPARATION 131 Grounding and Surge Suppression 13 2 Electrical 13 3 Equipment Space 13 4Environmental Conditions 13 5 Earthquake Bracing 13 6 Site Access 13 7 Towers 14 SYSTEM IMPLEMENTATION 15 FACTORY STAGING 4 5 5 Errorl Bookmark not defined 5 Errorl Bookmark not defined 16 INSTALLATION AND OPTIMIZATION OF FDmD EQUIPMENT 1 61 Perform Installation of Motorola Supplied Equipment 16 2 Perform On -Site Optimization and Test ofMotorola Supplied Equipment 17 ACCEPTANCE TEST PROCEDURES 18 TRAINING 9 SYSTEM DOCUMENTATION 191 Design Documentation 19 2 CCSI Documentation 19 3 System Manual - 'As -Built" Documentation 10 SYSTEM ACCEPTANCE 11 PROJECT SCHEDULE 1 12 CHANGE ORDER PROCEDURE 1 13 CHANGE ORDER REQUEST FORM 1 14 WORK BREAKDOWN STRUCTURE ®MOTOROLA Confidential and Proprietary 7 7 7 7 8 8 9 11 11 12 13 CITY OF DENTON 1. PURPOSE OF STATEMENT OF WORK This Statement of Work (SOW) describes the work to be performed for the installation, optimization, and testing of the 800 MHz, single site, eight (8) channel Trunked Radio System The system contains eight (8) Quantar repeaters and one (1) SMARTNET II MTC 3600 Trunked Central Controller to be located at McKenna Park tower site Morever, the proposal includes five (5) Centracom Gold Series Elite Consoles co -located with a Central Electronics Bank (CEB) at the Police Department One (1) Remote Gold Elite Operator position is provided to be installed at the Power Plant The Statement of Work delineates responsibilities between Motorola and the City of Denton as agreed to by contract A Motorola Project Manager will lead the Motorola Systems Integration team The primary function of the Project Manager is to successfully implement the project, within the allotted timeframe Changes to this document shall be made through a Change Order as described in section 1 12 of this SOW 1.1 MOTOROLA SYSTEM RESPONSIBILITIES (GENERAL) Motorola will be responsible for the performance of all equipment provided by Motorola under this contract City of Denton will assume responsibility for the performance of all other equipment necessary for completion of this project not provided by Motorola Motorola's responsibilities on this project are further defined in the Project Schedule and in the Work Breakdown Structure (WBS) which is part of this SOW Motorola's general responsibilities include the following Provide a Project Manager as a primary point of contact Provide a project implementation team to implement the City of Denton system as defined in this SOW and the System Description Prepare and maintain the minutes of all project meetings Schedule the system upgrades and cutover in agreement with the City of Denton so as to mininuze the downtime of the system and the impact to the City of Denton Provide and install Ice Bridge between Existing Tower and Building at McKenna Park Provide and Install Equalization Ground Bar on exterior of McKenna Park Communications Shelter and Tower Confidential and Proprietary ®MOTOROLA CITY O� DENTON ` I j _ Provide and install side arm mounts for Bogner Antennas at McKenna Park tower _ Motorola to ground modifications to interior of existing McKenna $ark Communications Shelter to meet current Standards and Guidelines for Communications Sites To include ,but not limited to, ground door frames, air conditioner vents, cable trays and modifications to existing interior halo ground system to meet current Standards and Guidelines for Communications Site Y Coordinate the activities of all Motorola subcontractors under tlus contract Admimster safety work procedures for construction and installation y 1.2 CITY OF DENTON SYSTEM RESPONSIBILITIES (GENERAL) City of Denton responsibilities on this project are further defined in the Project Schedule and in the Work Breakdown Structure (WBS) which is part of this SOW City of Denton responsibilities include _ Provide a designated project manager for system implementation I _ Host all project meetings _ Supply primary commercial power, wrong, and cable termination's within three (3) feet of the equipment supped in this proposal Supply single point ground for the Police Department and Utility Dispatch at 1701C Spencer Rd to meet Type B sites standards to achieve a resistance to earth of five (5) ohms or less Supply all FCC, FAA, zoning, site access, and other permits (including, but not limited to, easements, impact studies, planning commission approval, variances) or any other agreements required to gain use of sites Post the RF license for radio sites prior to testing Supply the site links (1 a telephone circuits, leased T 1, etc) as required to accommodate the audio and data signals required for the Motorola system Motorola will provide the appropriate link specification to the City of Denton Provide labor and materials to install one (1) Motorola supplied Site Surge Protector McKenna communications shelter ®MOTOROLA Confidentlal and Proprietary _3 CITY OF DENTON _ Provide all travel accommodations for City of Denton visits to factory staging 1.3 SITE PREPARATION Motorola will begin work at a site only after mutual agreement by the City of Denton and Motorola that the site is deemed ready At a nummum, Site Ready requires a site to have adequate room in an existing building or shelter to accommodate the equipment to be installed, and electrical service and internal distribution in place In addition, network testing must have been satisfactorily completed Sites are required to meet or exceed the requirements as defined in the Motorola document Standards and Guidelines for Communications Sites Detailed Site Ready audits will be performed by Motorola after contract execution Motorola will provide a detailed site report identifying any site deficiencies All site upgrades not identified in this document specifically as a Motorola deliverable are the responsibility of the City of Denton The City of Denton may elect to contract Motorola to perform necessary site upgrades, perform the upgrades itself, or utilize the services of a third party subcontractor Site requirements must be met for Motorola to begin installation of system equipment The City of Denton will be responsible for any project delay costs if sites do not meet the site ready condition within the time required by the project schedule The following is a list of some, but not all, of the specific site ready requirements for this project 1.3.1 Grounding and Surge Suppression Requirement — City of Denton shall provide a single point system ground of (5) ohms or less at the police department dispatch center, to be used on all fixed equipment supplied under this contract The ground system must include an internal site tie -point within (3) feet of the Motorola supplied equipment System transient suppression for the telephone circuits, and AC power, protection is also required to meet current Standards and Guidelines for Communications Sites System Impact — Equipment installed at a site that does not meet the (5) ohms or less grounding point or site transient suppression will be considered as NOT in "normal use" for warranty purposes Also, equipment at the site that is not part of this project, which has been installed with installation deficiencies that may adversely impact the integrity of the Motorola supplied equipment, may also cause the equipment installed in this project to be considered NOT in "normal use" for warranty purposes if not rectified within 10 working days after notice Confidential and Proprietary ®MOTOROLA CITY OF DENTON 1.3.2 Electrical Reauirement — An electrical service and electrical wiring that meets all applicable city, county, state, and National Electrical Codes (NEC) requirements is required System Impact —City of Denton will be financially responsible for any project delay cost caused by its failure to provide site power requirements within the tune required by the project schedule 1.3.3 Equipment Space Requirement — Sites must have sufficient floor and desk space for the Motorola supplied equipment as identified in the approved equipment installation location document 1.3.4 Environmental Conditions Requirement — Sites must have adequate environmental control for all dispatch operator console equipment This includes heating, ventilation, cooling, and humidity requirements The site must be free of hazardous materials such as fuels, asbestos, etc Contact Motorola to obtain specific equipment specifications required for building environmental control sizing and design System Impact — Equipment installed at a site that does not meet the environmental control requirements will be considered as NOT in "normal use" for warranty purposes 1.3.6 Site Access Requirement — City of Denton shall provide site access for scheduled site walks, Installation, optimization, system troubleshooting and completion of AT? Requirement — For the existing McKenna tower, a structural engineering and grounding analysis report must be provided by the City of Denton before the proposed antenna network is installed Existing or original tower / site specifications or reports with current loading and grounding detail are required Tlus information should be obtained by the city from the current tower owner and is required in order to assure that the additional antennas and associated hardware loading does not exceed the structural integrity of the tower ®MOTOROLA Confldentlal and Proprietary _ 5 CITY OF DENTON 1.4 SYSTEM IMPLEMENTATION Implementation of the project will proceed according to the mutually agreed Project Schedule and WBS The WBS and schedule define project the inter -dependencies of the WBS and schedule tasks, as well as reflecting who is the responsible party for each task A detailed WBS is part of this SOW Motorola's phased approach to implementation includes factory staging, site development, infrastructure and subscriber unit installation, optimization and programming, and testing of the communications network 1.5 FACTORY STAGING Specialized technical teams work with factory and field project managers, project engineers, and product group personnel to set up the system at CCSI All cables with required connectors will be installed between the various system components to provide an operational system within the staging facility CCSI staff builds the system from approved drawings, configuring equipment, as it will be at its final destination The intent of the staging effort is to verify system functionality and expedite the installation effort at the various final installation locations During system staging, the factory Acceptance Test Procedures (ATP) will be performed Additional field ATPs will be performed after final installation and system optimization in the field The factory Acceptance Test Procedures may be found in a later section of this document 1.6 INSTALLATION AND OPTIMIZATION OF FIXED EQUIPMENT 1.6.1 Perform Installation of Motorola Supplied Equipment Motorola will install the equipment as defined by the Equipment List and WBS 1.6.2 Perform On -Site Optimization and Test of Motorola Supplied Equipment Motorola will verify correct operation of all Motorola supplied equipment as the equipment is installed Once the equipment has been verified that it is correctly installed, Motorola's System Technologist will optiimze the entire system Further, Motorola will verify and reset as necessary, all audio and data levels between Motorola supplied equipment and the inter -site transmission network demarcation points confidential and Proprietary ®MOTOROLA CITY OF DENTON 1.7 ACCEPTANCE TEST PROCEDURES The Acceptance Test Procedures section of this proposal details the procedures to confirm that the system provided by Motorola is complete and meets the acceptance test criteria Each segment will be tested independently using detailed check sheets to be provided by Motorola, as appropriate, and approved by the City of Denton prior to commencement of acceptance testing If deficiencies are found during the testing, both the deficiencies and resolutions to the deficiencies shall be agreed upon and documented Where the defined deficiencies do not prevent productive operational use of the system, the test will be deemed to have been completed Motorola will, however, remain responsible for the resolution of the remaining deficiencies as agreed to Any system testing that the City of Denton wants performed that is not specified in the ATP section of this proposal must be reviewed by Motorola for feasibility and acceptability Any additional tests also represent a change in the project's scope 1.8 TRAINING A detailed training plan is included in this proposal 1.9 SYSTEM DOCUMENTATION Motorola provides documentation of the system configurations, physical installation, and system testing Documentation is created and updated during the project 1.9.1 ' Design Documentation Motorola will create or update the following documents during the design phase Equipment List System Description Block and level diagrams for system and sites Acceptance Test Procedures Programming parameters Drawings ®MOTOROLA Confidential and Proprietary _ 7 CITY OF DENTON 1.9.2 CCS/ Documentation Motorola will create or update the following documents of system staging at CCSI I Programning Templates Interconnection drawings Interconnection charts _ Manufacturer's standard operator manuals Re -assembly instructions I Interconnection cable description and inventory i i Printout of equipment parameters _ Inventory with serial numbers and installation reference _ Software/firmware version numbers _ Manufacturer's standard technical manuals 1.9.3 System Manual - "As -Built" Documentation Motorola will supply "as -built" documentation for the system The documentation will consist of _ System Drawings I r 0 Plan and elevation views of the equipment installation at the radio site 0 Equipment inter -cabling diagrams for each site Demarcation wiring lists _ Programming and level setting data sheets Equipment by Site 0 Key access procedures 0 Site inventory lists i 0 Remote sign -on procedures and passwords 0 Software versions and equipment wiring by equipment site Confidential and Proprietary ®MOTOROLA e, I CITY oP DENTON _ Radio Licenses _ Field Acceptance Test Plan test sheets and results _ Standards and Guidelines for Communication Sites audit _ Warranty information, Service Provider System and Site drawings will be provided in Autocad 2000 STEM ACCEPTANCE tern Acceptance shall be controlled by section 8 of the CSA A certificate of tern Acceptance follows 1 h task requiring Acceptance Test procedures to be executed requires both the City )enton and Motorola representatives to witness and approve the test ®MO OROLA ConFldentlal and Proprietary , 9 G _ CITY OF DENTON CERTIFICATE OF SYSTEM ACCEPTANCE Customer Name - Project Name: agrees that all major provisions of the project provided by Motorola are complete and ready for the use intended, except for any minor defects and/or punchlist items noted below The items listed below will be corrected by Motorola 0 No defects or punchhst is applicable This agreement documents to the start of warranty on I and authorizes Motorola to bill for the remaining value of the contract, and it indicates Customer's Name agreement to make the final payment Print Full Name Title Signature _ Date Print Full Name Title Signature _ Date Print Full Name Title Signature Date Print Full Name Title Signature _ Date Confidential and Proprietary ®MOTOROLA CITY of DENTON 011 1.11 PROJECT SCHEDULE Motorola has included a project schedule as a part of this proposal Implementation of the system will proceed in accordance with a project schedule that is jointly approved by Motorola and the City of Denton project team The project schedule will be updated periodically to ensure all parties are apprised of the latest project status I The overall schedule will depend on the Contract Award date The projected contract date currently is set at October 31,2000 1.12 CHANGE ORDER PROCEDURE Changes to the contract will be controlled by section 3B of the CSA The following Change Order Request form must be used for all change order requests ®MOTOROLA Confidential and Proprietary _11 CITY OF DENTON 0 1.13 CI ANGE ORDER REQUEST FORM Change Order Request No Requester, Title Phone No Department Description of Request Equipment Required SOW Tmte Line Modification Additional Services Required Justification Budgetary Dollar Value Equipment Services Total Payment Terms Other Terms Unless amended above, all other terms and conditions of the Agreement shall remain in full force and effect Approved: City of Denton Project Manager Date Motorola Project Manager Date Motorola Engineer Date Motorola Account Manager Date Conlldentlal and Proprietary ®MOTOROLA i i CITY O DENTON I. , 1.14 WORK BREAKDOWN STRUCTURE Che following WBS summarizes the project activities by phase ;ach WBS task contains the following information WBS number Action item to be performed Deliverable Who is accountable for the action item Who has approval authority over that action item TOffOLA Confidential and Proprietary _ 13 _ r F D NrTONI'�� i ¢.4f f A ¢yi ,fft l� 1 r r�ea, ed k''r ,a ' This page intentionally Ieft blank, t fg 4 m E t H i 3 4 r 23,, ( y 1,4R {.e}R ndI, J E § n ,'sI', �'" 1 )ftI y i9 f i 8 2� c l r M �^ �• r, 'r iS�t' ` , {fir' yet r 4 s gyp(' it rY� rr is it i 9tiRrt 'i , h N{ is Sr , , A( si5" e t ki+{r IA f p Pf t5gp (e t 4e , ri<ryF }S k f S 4 ere r t �e��l j N r r � EEI M 5 I e f + I ConBdentlal and Proprietary ,r I ®MOTIOROLA z O z O LL O 6 V ' r *00 a) 00 00 00 Q T C Q C N Qa Qa UO z UD Up C otj otS 0 c p c c p 46 m p m m m d . c« r. 2 °o o °o o o w ° o o 2 0 2, O +T O O T O O d L N r d d C d C N C d Q w o 5,m ° cad °a`)c ca ° �a °a`) n 3 j U — U CD U . 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Yr ! i M City of Denton, Texas Acceptance Test Plan ACCEPTANCE TEST PLAN The first phase of the acceptance will take place with the fixed end equipment at the Customer Center for Systems Integration (CCSI) This will include a detailed Functional Acceptance• Test-P-lan (FATP) of all functions of the system fixed end as well as how each piece of the equipment works within the system The second phase of the acceptance will take place at the City of Denton following the equipment installation No Coverage Acceptance Test will be performed :• COMBINER AND MULTICOUPLER Functional Acceptance for the new ten (10) channel Combiner and Multicoupler/Tower Top Preamp will take place at the fixed end equipment at the Customer Center for Systems Integration (CCSI) This will include a detailed Functional Acceptance Test Plan (FATP) of all functions of the equipment The second phase of acceptance will take place at the City of Denton following the equipment installation d• CENTRACOM CONSOLE The System Acceptance Test Plan is designed to provide the City of Denton with the maximum confidence in their communications system integrity without causing undue burden and cost The purpose of this plan is to demonstrate to the City of Denton that the CentraCom Elite system meets the operational specifications rac Typical Elite Console Oneratine Screens H ER Figure 1 Typical Resource Screen File elite_atp doc Page 1 of 1 City of Denton, Texas Acceptance Test Plan Figure 2 Typical Expanded Resource I File ehte_atp doc Page 2 of 2 0 M I Elite Console Button Definitions Voice Selective Call Im Call Alert Multi -Select Edit Multi -Select Transmit Patch Edit Patch Transmit City of Denton, Texas Acceptance Test Plan 0 Telephone in On -hook State 21 Telephone in Off -hook State Phone to Radio for Patching 0 Radio to Phone for Patching Transmit Indicator Transmit Busy (another operator is transmitting) Call Receiving Alert Tones Main Active Standby / Alternative Active Volume Bar File elite atp doc Page 3 of 3 ,, M I City of Denton, Texas Acceptance Test Plan FUNCTIONALITY TESTS LOGICAL CHANNEL CALL DESCRIPTION A channel is selected by placing the mouse cursor over the RESOURCE WINDOW choose area and depressing the Choose mouse Key When selected, the background of the RESOURCE WINDOW for the channel will become brighter Depressing the General Transmit button initiates the channel call SETUP One Elite console operator positron and two radios are required to perform this test Ctarmel #1 Radio A Radio B TEST Step 1 Select the folder that houses the Resource Window by clicking the folder name once Step 2 Select one of the Resource windows by moving the cursor over the Resource Window's name and clicking the Choose button (left mouse button) As the Resource Window is selected, the background will become brighter Step 3 Select all of the other Resource Windows, one at a time Step 4 Verify that as each Resource Window is selected, its background becomes brighter Step 5 Verify that the selection of a new Resource Window will de -select the last Resource Window Step 7 Depress the General Transmit button / Footswitch to initiate the channel call Step 8 Verify that subscriber units monitoring the appropriate channel receive and can respond to the channel call Units on Site Units Tested PASS _ FAIL File elite alp doc Page 4 of 4 I, M City of Denton, Texas Acceptance Test Plan EMERGENCY PRIORITY 1 DESCRUMON When an Emergency Alarm is initiated form a radio unit, the Emergency call will have higher priority and overrule the current radioo user 2 SETUP One Elite console operator position and two radios are required to perform this test Channel #1 Radio A Racho B I 3 TESTIII Step 1 Initiate a normal voice call at channel #1 Step 2 Observe that console can receive Radio B's audio Step 3 While Radio B still keying, initiate an Emergency Call in channel #1 from Radio A Step 4 Ver f that the Radio A audio can be heard at the console instead of Radio B's aucho Step 5 Reset the Emergency alarm by selecting the KNOCKDOWN BUTTON at the Elite console Units on Site Units Tested' I PASS FAIL File ehte_atp doc Page 5 of 5 M City of Denton, Texas Acceptance Test Plan EMERGENCY ALARM DISPLAY 1 DESCRIPTION When an Emergency Alarm is received at the ELITE console the following occurs A continuous Emergency Alarm tone sounds in the select speaker for each Emergency Alarm If the Emergency Alarm occurs on a channel located in an opened folder, the border of the Resource window will flash with the color RED The Emergency subscriber ID will display in the stack line with the color red If the Emergency alarm occurs at another folder of the ELITE display, a red cross icon will flash in the folder tag In addition, the text "Ewer Alarm" in normal color will appear in the General Status Line in the Resource window Also the Activity log will display the text "Emerg Alarm" or "Emerg Call" in red color 2 SETUP One Elite console operator position and one radio is required to perform this test Channel #1 Radio A 3 TEST Step I Open a Channel RESOURCE WINDOW in a selected folder of any ELITE position Step 2 Initiate an Emergency in channel #1 from a Radio A programmed with Emergency function When the emergency call is received at the console, the Emergency Alarm tone will sound and the Emergency status RESOURCE WINDOW of channel 41 surrounded by red border will flash Step 3 The Activity log will display the text "Emerg Alarm" Step 4 The Emergency window, upon pressing the Emergency button, has commands shown as follows • ACKNOWLEDGE BUTTON will turn off the Emergency Alarm at all operator positions BUTTON removes any indication of Emergency Alarms at all operator positions • CLOSE BUTTON removes this window without affecting the status of the Emergency Alarm Step 5 Reset the emergency from Radio A by pressing the emergency button until along beep tone is heard Units on Site Units Tested PASS FAIL File elite_ptp doc Page 6 of 6 M City of Denton, Texas Acceptance Test Plan EMERGENCY CALL ACKNOWLEDGE / RESET / ALERT TONE 1 DESCRIPTION When an Emergency Alarm is received at the ELITE console, the following occurs • A continuous Emergency Alarm tone sounds in the select speaker for each Emergency Alarm If the Emergency Alarm occurs on a channel located in an opened folder, the border of the Resource window will flash with the color RED The Emergency subscriber ID will display in the stack line with the color red If the Emergency alarm occurs at another folder of the ELITE display, a red cross icon will flash in the folder tag In addition, the text "Emer Alarm" in normal color will appear in the General Status Line in the Resource window Also the Activity log will display the text "Emerg Alarm" or "Emerg Call" in the color red SETUP One Elite console operator position and two radios are required to perform this test Channel #1 Radio A Radio B Ham! Step 1 Open a Channel RESOURCE WINDOW in a selected folder of any ELITE position Step 2 Initiate an Emergency in channel #1 from a subscriber Radio A programmed with Emergency function When the Emergency is received at the console, the Emergency Alarm tone will sound and the Emergency status RESOURCE WINDOW of channel #1 surrounded by red border will flash Step 3 Depress the Alert-1 button to send atone to alert all radio users there is an emergency call minated at this channel Step 5 The Activity log will display the text "Emerg Alarm" Step 6 The Emergency window, upon pressing the Emergency button, has commands shown as follows • ACKNOWLEDGE BUTTON will turn off the Emergency Alarm at all operator positions BUTTON removes any indication of Emergency Alarms at all operator positions • CLOSE BUTTON removes this window without affecting the status of the Emergency Alarm Test Continued on Next Page File elite atp doc Page 7 of 7 + M City of Denton, Texas Acceptance Test Plan EMERGENCY CALL (Cont'd) ACKNOWLEDGE / RESET / ALERT TONE (Cont'd) Step 7 Select "ACKNOWLEDGE BUTTON' to acknowledge the alarm Step 8 Obgerve that the Emergency alarm tone is silent at all consoles Step 9 To reset the Emergency alarm, select the "KNOCKDOWN BUTTON' Step 10 Observe that the RESOURCE WINDOW goes back to normal Step 11 Click on "Close" button to exit emergency window Step 12 Reset the emergency from Radio A by pressing the emergency button until a long beep tone is heard Units on Site Units Testedi PASS FAIL 1, I File ehte_atp doc Page 8 of 8 M City of Denton, Texas Acceptance Test Plan MULTIPLE EMERGENCY DESCRIPTION There may be a chance of multiple emergencies co -existing on the same channel, the console will display the all the radio unit IDs 2 SETUP One Elite console operator position and two radios are required to perform this test Channel #1 Radio A Radio B TEST Step 1 Initiate an Emergency Call on channel #1 from Radio A programmed with Emergency function Step 2 Verify that the emergency radio unit goes into Emergency and that the unit's mic audio can be heard at the console and other radios on the same channel Step 3 Im4ate another Emergency Call on channel #1 from Radio B Step 4 Obtain the Radio B unit ID at the console Step 5 Observe that when both units transmit at the same time, the umts'audio may be mixed together at the console and other radios listening on the same channel Step 6 Reset all the Emergency alarm by selecting the "KNOCKDOWN BUTTON' at the ELITE console Units on Site Units Tested PASS FAIL File ehte_atp doc Page 9 of 9 M City of Denton, Texas Acceptance Test Plan CALL ALERT DESCRIPTION Call Alert feature provides an indication on the console position or radio that a call is requested with a specific unit SETUP One Elite console operator position and a radio subscriber (Radio A) are required to perform this test Channel #1 Radio A TEST Step 1 Press the Call Alert button to display the outbound signaling QmckList Step 2 Enter the Unit Id of Radio A and press the Send button Step 3 Observe that a flashing green LED will appear in the top left corner of the button Step 4 When the connection has been established and the request is responded to by the Radio A, the green LED will extinguish Step S Observe that the status message "Acknowledged" is displayed in the status line of the resource window Step 6 Radio A will display a message "PAGE" and a beep tone will sound Step 7 Key -up Radio A and talk to the console to release the beep tone and the message Units on Site Units Tested PASS File ehte_atp doc Page 10 of 10 File I trr tl, 4 A°lf if a, k c 9 1i3Y Y>glh �;i 'of k,�ia <rjr '`n4'�4 � %iy y`s ��ryl ti isi rlY 4 x J"� A xc ' r�8tp� M1 s dF oa i�5lr fl hiY�E r � i �E � ire ip �jV rfi 1 t ,�Il t Yr. f4 YfV S�f� tie Frvl 1 4rnE`st rah J,f i ]�1 tjEErf r " �iF t �1rY�%I'h 4 4 J YS 1 1 t d i i fri a { ffr < {S rr �, r•3a Mkt t` ry 'r � t t i 4 1{i /� f4 r 11 i r f r f4 e r 11 Y r 3 fifi r Yr r Y ' Ir b 3P4 p doc ` 1 I �r , City of Denton, Texas Acceptance Test Plan Page 11 of 11 M City of Denton, Texas Acceptance Test Plan SINGLE kREQUENCY CONVENTIONAL OPERATION Each subscriber is programmed with sunplex channel for special operation purpose While in sunplex mode, a subscriber can only communicate with the other subscriber on the same simplex channel, the audio will not pass to any console dispatcher 1 2 SET( f One Elite console operator position and two radios (Radios A and B) are required to perform this test &nlex Channel ' Racho A Radio B % 3 TEST I] Step 1 SwItch Racho A and Racho B to the same pre-programmed simplex channel Step 2 Imp to a call from Radio A Step 3 Observe that only Radio B can receive the Radio A's transmit aucho Step 4 Note that console cannot hear the audio from Radio A Units on Site Units Tested I PASS —I ' I FAIL — File elite_atp doc Page 12 of 12 t- M City of Denton, Texas Acceptance Test Plan CONSO1 E PRIORITY DESCRIPTION In Motorola, radio systems, the console operator has ultimate control of audio being transmitted on the system The console has authority to override the audio of any user for which the console can monitor Also, a higher priority console can take- over the conversation of a lower ranking console, e g , the Primary supervisor console can supersede call handling by a secondary supervisor or non -supervisor console SETUP One Elite console operator position and one primary supervisor console operator position and two radios (Radios A and B) are requiredito perform this test Radio A Radio B TEST Step 1 Initiate a call with one of the radios on channel #1 Step 2 Observe that receive audio can be heard at consoles and other radios on channel #1 Step 3 While the subscriber is in process of making the call, key channel #1 by pressing console RESOURCE WINDOW Step 4 Observe that console audio is now being transmitted on channel #1 in place of the subscriber audio Step 5 Iml ate a call with the lower pnonty-ranking console in channel #1 Step 6 Observe that the audio can be heard at a radio -monitoring channel #1 Step 7 While the operator console is in process of making the call, key the Primary supervisor console RESOURCE WINDOW Step 8 Observe that the received audio heard on the subscriber radio belongs to the Primary supervisor console, in place of the non -supervisor console Units on Site Units Tested PASS FAIL File elite atp doc Page 13 of 13 M City of Denton, Texas Acceptance Test Plan MULTI -SELECT DESCRIPTION The Multi -Select feature allows more than one Channel to be selected simultaneously The console operator can talk and listen to all the selected Channels However, the members of a Channel cannot talk or listen to members of other Channels but only to the console dispatcher and members of their own Channel SETUP Setup the EI rl!E console operator for at least two Channels Setup four radios (Radios A, B, C and D) in the following way Channql#I Channel #2 Radio A Radio C Radio B Radio D 3 TEST Step 1 Select the Multi -select resource window "MSeI 1", within the Msel/Patch folder, with the mouse Step 2 Clicking the Msel Edit button and select the desired Channels by selecting the Channel #1 and Channel #2 RESOURCE WINDOWs with the mouse Step 3 Observe that the Msel icon appears at every Multi -selected resource window Step 4 Press Msel Transmit button Step 5 Verify that Radio A, Radio B, Radio C and Radio D can monitor and respond to the console Step 6 Verify Radio A can only communicate to Radio B, and not Radios C or D, while channel #1 and channel #2 are Multi -selected on the Console Verify Radio C can only communicate to Radio D, and not Radios A or B, while channel #1 and channel 42 are Multi -selected on the Console Step 7 Terminate the Msel call by clicking the mouse select button when placed on the Msel Resource windows Units on Site Units Tested PASS File elite atp doc Page 14 of 14 M City of Denton, Texas Acceptance Test Plan RADIO CROSS PATCH 1 DESCRIPTION Racho Cross patch allows a patch between Channels 2 SETUP Setup the ELITE console operator for at least two Channels Set up two radios (Radios A and B) in the following way Channel #1 Channel #2 Radio A Radio B 3 TEST Step I Select the Patch button from the Msel/Patch folder Step 2 Select Patch 1 from the folder Step 3 Select, by clicking the Select mouse button, in MSel/Patch folder, and then in the Channel #1, and then in the Channel #2 RESOURCE WINDOWS Step 4 Depress the Patch 1 Transmit key with the mouse and send audio via the microphone Step 5 Verify Radio A and Radio B can monitor and respond to the console Step 6 Verify that both radios can monitor and respond to each other Step 7 Terminate the patch by deselecting the Patch 1 key with the mouse by clicking in the appropriate RESOURCE WINDOWS Units on Site Units Tested PASS FAIL File elite atp doc Page 15 of 15 t, M 1 City of Denton, Texas Acceptance Test Plan WORKSTATION CONTROL CAPACITY 1 DESCRIPTION The purposeof this test is to demonstrate the CENTRACOM ELITE console operator position (workstation) is capable of handling noless than five logical radio channels 2 SETUP Setup the CIENTRACOMELITE console operator position for at least six Channels Set up two rathos (Radios A and B) in the following way Channel #1 Channel 2 Radio A Radio B NOTE Due to possible limited channel availability during the test, the remaining four channels should use a transmission test set to generate a tone for console receive 3 TEST Step 1 Open the Elite Dispatch application Step 2 Select "Folder" from the "Edit" menu to configure Folders Step 3 From the "Edit Folder Resources" dialog box screen, select at least six channels from the Resource List Step 4 Select Right arrow to add the resources Step 5 Select "OK" to continue Step 6 Select "Close" Step 7 Observe that the folder is now has all the channels assigned and working � I Units on Site Units Tested PASS FAIL File elite atp doc Page 16 of 16 M City of Denton, Texas Acceptance Test Plan CONSOLE FOREGROUND AND BACKGROUND SERVICES PRIMARY & SECONDARY CHANNEL bESCRIPTION The Controller at the CENTRACOM ELITE console operator position is able to select a service to become the foreground service The other service will remain as a background service until selected to appear as a foreground service by the controller or by an Emergency call SETUP Setup the CENTRACOMELITE console operator position for at least two logical radio channels (Ch#1 & Ch#2) in a folder, and set up two radios (Rados A and B) in the following way Channel #1 Channel #2 Radio A Radio B TEST Step 1 Select the Channel #1 Resource window from the console Step 2 Keyup Radio A and talk on Channel #1 Step 3 Observe that Radio A's audio came out from the SELECT speaker of the console Step 4 Keyup Radio B and talk on Channel #2 Step 5 Observe that Radio B's audio came out from the UNSELECT speaker of the console Step 6 De4ey both radio and key up an Emergency call from Radio B Step 7 Observe that the Emergency alarm sounds on the SELECT speaker Step 8 Select the Channel #2 Resource window Step 9 Keyup Radio B and talk on Channel 42 Step10 Observe the audio of Radio B now comes out from the SELECT speaker Units on Site Units Tested PASS FAIL File ehte atp doc Page 17 of 17 M City of Denton, Texas Acceptance Test Plan CONSOLE VOLUME DESCRIPTION The volume of a Resource window, on a CENTRACOM ELITE console operator position, can be adjusted to seven levels (0 = min, 7 = max) When a Resource window is selected, the volume will automatically adjust to the maximum level (7) When the resource is de -selected, the volume will revert to the original or pre -adjusted level SETUP Setup a CENTRACOM ELITE console operator position for at least two logical radio channels in a folder and set up two radios (Radios A and B) in the following way Channel #1 Channel #2 Radio A Radio B TEST Step 1 Select the Channel #1 Resource window from the console Step 2 Keyup Radio A and talk on Channel #1 Step 3 Observe that Radio A's audio came out from the SELECT speaker of the console in full volume (level 7) Step 4 Adjust the Channel #1 volume to minimum level by means of the mouse (level 0) Step 5 Observe that the audio is muted from the SELECT speaker Step 6 De -key Radio A and keyup Radio B and talk on Channel #2 Step 7 Observe that Radio B's audio came out from the UNSELECT speaker of the console Step 8 Adjust the volume of Channel #2 using mouse cursor Step 9 Observe that the volume can be adjusted in full range (i a level 0 to level 7) Step 10 De4ey Radio B Step 11 Select Channel #2 from the Resource window Step 12 Observe that Channel #1 reverts to the adjusted volume level (level 0) out of the UNSELECT speaker of the console Units on Site Units Tested PASS FAIL File ehte_atp doc Page 18 of 18 M City of Denton, Texas Acceptance Test Plan CONSOLE TIME CLOCK DESCRIPTION On a CENTRACOM ELITE console operator position, there is a time clock always visible at the upper right hand comer of the screen The clock can only be adjusted from the console operator position that is pre -assigned as a primary supervisor All other consoles are then synchronized to the supervisory clock 2 SETUP Setup a CENTRACOMELITE console operator position programmed with PRIMARY supervisor privilege TEST Step 1 From the PRIMARY supervisor console, move the mouse cursor to the Windows NT system clock at the lower right hand corner of the screen Step 2 Double click the left mouse button to obtain the system clock setting window Step 3 Adjust the date and time to the desired value, select OK when finished setting Step 4 Observe that the clocks at all other console positions are all synchronized with the supervisory clock Units on Site Units Tested PASS FAIL File elite_atp doc Page 19 of 19 Ui CONSOLE INTERCOM 1 DESCkMnON City of Denton, Texas The Console Intercom feature provides consoles installed at locations physically separated from each other with a means of internal communication The feature is available in two modes of operation, as follows • All Operator Intercom Mode, and • Selective Operator Intercom Mode SETO Setup at least two CENTRACOM ELITE console operator positions The following test will demonstrate the Selective Operator Intercom Mode of operation TEST Step 1 Select the intercom call menu item from the menu bar This will cause the intercom dialog box appear Step 2 Select "Op" in the box labeled type Step 3 In the list item labeled ID, select the operator's position with which you wish to make an intercom call Step 4 Preasing the Send button sends a request for an intercom call to the selected operator's position Step 5 Observe that the called operator receives an Intercom call tone every 5 seconds and that a flashing cone -shape intercom indicator is displayed on the status bar Step 6 Depress the Transmit button in the Intercom Call dialog box to establish the intercom call Step 7 Repeat step 1 to 6 for all individual operator positions 'Units on Site Units Tested PASS FAIL _ File elite_stp doc Page 20 of 20 M City of Denton, Texas Acceptance Test Plan CONSOLE MANAGER - Channel Alias Assignment 1 DESCRIPTION When using an Elite console, assigning an Alias to logical channels uses CDM (Console Database Manager) 2 SETUP One CDM/ADM computer with the Elite Admin application and an Elite console position 3 TEST Step 1 Launch the CDM application To ADD an Alias Step 2 Crdate a configuration file Step 3 Choose "Add Resource" from the "Edit" pull -down menu Step 4 From the Add Resource menu, select "Conventional Radio Resources" Step 5 Under "Conventional Radio Resources" select "Stat-Alert TnRn" Step 6 From the Add/Edit radio resource window, enter the alias name in the field "Label" up to 14 Characters Step 7 Enter the rest of the required information and click ok to get back to CDM main screen Step 8 Save and Export the configuration file • To Edit an Alias Step 9 Open a configuration file Step 10 Choose the resource you want to edit in the CDM main screen Step 11 From the Add/Edit radio resource window, edit the alias name in the field "Label" up to 14 Characters Step 12 Save and Export the configuration file Step 13 Launch the Elite Adinin application Step 14 Observe that the alias is changed according to the CDM configuration Units on Site Units Tested PASS FAIL File elite atp doc Page 21 of 21 M City of Denton, Texas Acceptance Test Plan CONSOLE MANAGER - Channel Assignment (Elite Admin) 1 DESCRIPTION When using an Elite console, assign channels to folders using the Elite Admin application 2 SETUP One CDWADM computer with the Elite Admin application and an Elite console position 3 TEST Step 1 Launch the Elite Admin application Step 2 Open a configuration file Step 3 Select "Folder" from the "Edit" menu to configure Folders Step 4 From the "Edit Folder Resources" dialog box screen, select a channel from the Resource List and add it to the corresponding folder Step 5 Click "Close" to exit Edit Folder Resources screen Step 6 When finished configuring the folder, save the configuration Step 7 Reload the Elite Dispatch application Units on Site Units Tested PASS FAIL File elite atp doc Page 22 of 22 M City of Denton, Texas Acceptance Test Plan CONSOI.IE MANAGER - Channel Assignment (Elite Dispatch) DESCRIPTION When using an Elite console to assign channels to folders, using the Elite Dispatch application provides only a temporary assignment 2 SETUP An Elite dispatch console position TEST Step 1 Launch the Elite Dispatch application Step 2 Select "Folder" from the "Edit' menu to configure Folders Step 3 From the "Edit Folder Resources" dialog box screen, select the channel from the Resource List that you want to edit and add it to the corresponding folder NOTE If you want to add a resource, select it from the list on the left If you want to delete a resource, select it from the list on the right Step 4 Select Right arrow to add a resource Step 5 Select "OK" to continue Step 6 Add or Delete any other resources, if desired Step 7 Select Close Step 8 Observe that the folder is now changed according to your Folder Resources configuration Units on Site Units Tested PASS FAIL File elite atp doc Page 23 of 23 M City of Denton, Texas Acceptance Test Plan CONSOLE MANAGER - Configuration and Database Backup I DESCRIPTION Users can make a backup of the configuration and database to a diskette whenever the supervisor makes any changes to the configuration and/or database 2 SETUP One CDM/ADM computer 3 TEST 3 1 Backup Server Database Step 1 Launch the CDM application from the CDM/ADM server Step 2 Select "Edit Mode" and click the "OK" button Step 3 From the CDM main screen, select "Backup" from the "File" pull down menu Step 4 The computer will prompt the user that unsaved changes in the working database will not be backed up Step 5 Click "Yes" to continue Step 6 CDM will pop up a directory window for the user to select which directory on which to store the backup database Step 7 After selecting the directory, type in the filename of the backup database file and click the "save" button to save it 3 2 Restore Server Database Step 1 Launch the CDM application from the CDM/ADM server Step 2 Select "Edit Mode" and click the "OR" button Step 3 From the CDM main screen, select "Restore" from the "File" pull down menu Step 4 The computer will prompt the user that the process of restoring a Backup Database to the working database will cause the current working database to be lost Step 5 Click "Yes" to continue Step 6 CDM will pop up a directory window for the user to select the backup directory and database file from which the restoration process will begin Step 7 After selecting the directory and the database file, click the "Open" button to retrieve the backup database 3 3 Backup Elite Configuration File Step 1 After finishing making changes to the configuration/database, double•chck the "My Computer" icon on the Windows NT workspace screen Step 2 Go to the path C \Program Files\CENTRACOMGOLD\bin, which is the location of the database and the configuration files Step 3 Copy all files inside the directory C:\Program Files\CENTRACOMGOLD\bin\config to a floppy diskette This directory contains all of the Elite consoles configuration files File elrte_atp doc Page 24 of 24 M City of Denton, Texas Acceptance Test Plan ACCEPTANCE TEST PLAN APPROVAL (CentraCom) The signatures below indicate that Motorola has successfully completed the Acceptance Tests as described herein and that the Public Safety Department representative, affirms that the CENTRACOM Elite system is fully operational and accepted I Motorola Project Manager Date I City of Denton Representative File elite atp doc Date Page 25 of 25 M City of Denton, Texas Acceptance Test Plan •3 SMARTNET CENTRAL CONTROLLER CONTINUOUS ASSIGNMENT UPDATING When a talkgroup is assigned a voice channel, the controller continues to transmit the channel assignment for as long as the talkgroup is using the channel Radios coring into use on the system are automatically sent to conversations in progress involving their selected talkgroups Provide Continuous Assignment Updating Turn off one radio in talkgroup A (TG A) Initiate a talkgroup call using another radio in TO A While the talkgroup call is in progress, turn on the radio that was previously shut off Radio is brought back into service and joins the talkgroup call already in progress RECENT USER PRIORITY Recent User Priority assures that during system busy periods, users needing to re -initiate a previous conversation are placed ahead of talltgroups in a queue at the same priority level This helps to preserve communications continuity, by minimizing wait times between questions and answers on very busy systems Provide Recent User Priority Verify radios and channel/talkgroup are set to the same priority level Disable all channels except for one control channel and one voice channel Depress and hold the push -to -talk (PTT) switch on radio 1 in talkgroup A (TO A) TO A is assigned the last available voice channel Momentarily depress the PIT switch on a radio 2 in TO B Radio 2 receives a busy tone Momentarily depress the PTT switch on a radio 3 in TO C Radio 3 receives a busy tone Release the PTT switch on the TO A radio 1 As soon as radio 2 in TO B receives its callback tone, depress and hold its PTT switch Within 2 seconds of TO B radio 2 callback, rekey the TO A radio Radio 1 in TO A receives a busy tone File elite_atp doc Page 26 of 26 M City of Denton, Texas Acceptance Test Plan Release the PTT switch on the TO A radio 1 Radio 1 is placed in busy queue with recent user priority status Release the PTT switch on the TO B radio 2 TO A radio receives callback tone before the radio in TO C RECEIVER INTERFERENCE SHUTDOWN Receiver interference occurs when an unauthorized signal is received by a repeater Tlus can be caused by an uncovering signal from a non -system related source In order to prevent a disruption of commumcations, the central controller will remove the affected channel from the trunked system selection or assignment process when it detects an undesired carver for longer than the specified time-out period Once the interfering carver disappears, the channel is returned to service within approximately 5 minutes Provide Receiver Interference Shutdown Using a service monitor, transmit a 1 kHz tone at the receive frequency of any repeater station After the programmable threshold has been exceeded the Central controller removes the channel from the selection or assignment process Remove the interfering signal Channel is returned to service within five minutes TRANSMITTER POWER FAILURE SHUTDOWN The central controller can detect a loss or decrease in transmitter output power If the output of one of the repeaters drops below a threshold level (half rated power), the central controller will not assign that channel The central controller can also disable a channel which is detected to have an excess of reverse power Provide Transmitter Power Failure Shutdown Remove the transrtter (TX) cable from any channel which is in the current channel rotation for the trunked system Key up a repeater by initiating a talkgroup call on the channel Controller recognizes the excessive VSWR of the station and disables that channel Reconnect the TX cable to the station under test Repeater is tested by the controller and restored to service in approximately five minutes File elite_atp doc Page 27 of 27 M City of Denton, Texas Acceptance Test Plan BACKUP CONTROL CHANNELS Any one of the first four channels on a trunked radio system is eligible for assignment as a control channel In the event that the assigned control channel fails, the central controller automatically selects one of the other eligible channels as the active control channel Provide Backup Control Channels Force channel one to be the current control channel Disable channel one from the front panel of the central controller Central controller indicates channel two is the current control channel Disable channel two from the front panel of the central controller Channel three becomes the current control channel Disable channel three from the front panel of the central controller Channel four becomes the current control channel BASE STATION IDENTIFICATION The system call sign is automatically transmitted via International Morse Code once every 30 minutes in compliance with FCC regulations Tlus message is sent in Morse Code at 17 words per minute using 900 Hz tone modulation Provide Base Station Identification Set up a service momtor to momtor the lowest available transmit frequency in the system Within 30 minutes, a series of 900 Hz tones are heard File elite_atp doc Page 28 of 28 M City of Denton, Texas Acceptance Test Plan ACCEPTANCE TEST PLAN APPROVALS (CENTRAL CONTROLLER) The signatures below indicate that Motorola has successfully completed the Acceptance Tests for the Central Controller as described herein and that the City of Denton representative affirms that the SUARTNET Central Controller is fully operational and accepted Motorola Project Manager Date City of Denton Representative Date •3 Cut -Over Plan The transition to the new simulcast voice system will consist of de -energizing the existing system while energizing the new system This will occur after all new system components have been completely installed at all site locations The detailed cut -over plan will be created in a joint effort and mutual agreement by Motorola and the City of Denton File elite atp doc Page 29 of 29 v c ` r �i n ,yt rn sF ` 7 rVl i 1 tie g� sr`ce R 1 I, '" I r Spx y T l, If rt t 4 'goo it tf r4 �x EE' is� k1 F i l If At t 5 Ayg { t ,e,501 t {ati e, 4 r xir$} t �t i r n b $'vori {S1` vt.F�r fis ;�s��N i irr Bz§ 5 Jay `�ip �,�j Y � "EXHIBIT B xe "xeat=gF, EQUIPMENT LIST ru't oF° `d Merit ` Tq } �r?5x�_yy In�SYYr � 'y, ���F��z3"5�<<�t,.;y F+��e`'' "j �9� rq��y4r• bra F � �. ,u+ylq li�Ln �r a S�4r ! i o dhT'd�E '§94 ysui'F,y da3 Or.15v14�' t�Y1' ] tYv P y'id 1 1 ilYs rp r��v� � F rf { P ]yh M1 E fi `sx.a rr r " a€j o f^YF i� )SYP 41 p4�} 14 r yftY 1r71 �m1 It hi 'M r Y k{ I I f )) r rrx e.Ir r I F i 1 rf rn f Er e ikr , r F x ,F rSc i i Y rt r h x� li � fr4 Ir Ip F, a V � 'i 11 i 79I L I j} Y r�A� �r tyfl SF �, tr F F a i l 1 i 1 I y CITY OF DENTON, TEXAS RADIO UPGRADE AND RELOCATION EQUIPMENT LIST AND PRICING September 19, 2000 I TRUNKED INFRASTRUCTURE EQUIPMENT ; (1) MTC-3600 Stand Alone Single Site Controller with " Console Interface, redundant controller interface, MTX 3600 Site Spares, Operations/Service Manual, Console Interface Spares and redundant power supply f(8) C99ED Quantar Trunking Operation Repeater Stations, 800 Mhz Band, Console Priority Interface, 50' ft repeater cable, rack mount hardware and power cords (1) Wave Guide 10 Channel, 150 w Combiner (1) 12 Port Standard Quad Tower Top Multicoupler (3) DSPREM8 Universal Enclosure Channel Banks, (1) each at the McKenna Tower Site, Utility Dispatch Center and Police Dispatch Center McKenna Tower Site Miscellaneous transmission lines, connectors, Cable hanger kits, etc CONSOLE EOUIPMENT (6) Position Gold Elite with HP Vectra Pentium H with Gold Series Window NT Client, (1) HP Vectra Pentium II with Gold Series Window Server, (6) ViewSomc 17 inch short monitors and all associated accessories and cables {t { t y6 i `M� I t e'af r i F ' {ri r y �nvbl i, t2ix City o FDenton fit`,'r, x Equipment List and Pricing Page 2 — , j September 19, 200 1,117 TRA G €{�i ��EY �^yyyy ,Y 1(6 jI As defined inthe Training Statemerit,of Work 'Training requirements based upon r" customer's requirements i ER ES As ou lined m Statement of Work°, , } { r ;i y; Site Preparation �� �'� �''�, r� a I Factory Staging r �1, ' Shipment Coordination and InventoryIt , Installations' " j Optimization;+{i a` z Documentation ' System Project Management `? , (° r i b 5 k� t y is 1L !3 i II( „x I � 0 1 Y 1 1 C � I �{S 4 9�5 EJ �A i t! k Y City o Denton I Equip Tent List and Pricing ' Page 31— n 'A h� {jy s SrrE ��NS SYSTEM MANAGEMENT " Site Lens System Management System Includes_ Basic Statistics Software Radio Control Manager Software 1 Dynamic Regrouping Software Storm Plan Software Selective Inhibit Software 1 Database Snapshot Includ s HP Mim-tower, HP Desk Jet Printer, MCS2000 Control Station and all associated accessories, TX line and antenna f C Project Total f Y k , � 1 I 4� f I. September 19, 2000 1 s I { � 1 $8379231.00 1 F 1 1 31 i iP v t, re Ad, x14 r all s$' VF��tS t ' � S sg 1$ 1Y A r46f 4 la t• s S` Fr,r , u i�tIi(�tgd}I�i, S(SEl yyia x � t 1 7" t s }�y' � f .3f ' li s ,rY g§ Fr• d v EXHIBIT C ENHANCED SERVICE SUPPORT PLAN r� M;r" e �5''ry .. r iG f Eg�ryry [ [ , s'�{•k 3 f ' yy f A, up E xis 1 f6itl [ I ! }yg nRt 4yysH'J! uyfryk' � ( }3 k i' g �SfpM'it �tAt p"l, 11 0 r4 1 t 5r �3 !t h 5 x ry Ft K{ f f t e 1r r < e f Iil r k . I{ !I ,hr .rvl 4 i , rripa �3x r [ K e J` 'r f a , ! xl e f , Y � s t r f EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN MOTOROLA ENHANCED SYSTEM SUPPORT PLAN I INTRODUCTION Motorola places great emphasis on ensuring that its communications systems meet high standards for design, manufacture, and performance When communications system failures do occur, Motorola provides support to Its customers through a network of service providers including the System Support Center ("SSC"), Motorola Authorized Service Stations ("MSS"), Dealer/Servicer/Preferred Subcontractors ("Subcontractors"), and Company Owned Service Centers ("COSC") for repair service The Motorola Enhanced System Support Plan ("ESSI describes how repair services will be provided during the warranty period specified in your Communications System Agreement with Motorola All services described in the ESS will be provided In accordance with the terms of Motorola's Service Agreement and will cover only the Equipment and Software specified on the Service Agreement Order Form Enhanced System Support will only be provided for those communications systems which have been staged at Motorola's Customers Center for System Integration ("CCSI'7 located in Schaumburg, Illinois and sold through the Commercial Government and Industrial Solutions Sector (CGISS) Enhanced System Support fees for the warranty period specified In the Communications System Agreement with Motorola are included in the price of the communications system Additional periods of such support may be purchased at Motorola's then current rates Unless explicitly noted otherwise, the Motorola Enhanced System Support Plan does not cover any non -Motorola software, non-CGISS software, Radio Service Software or Data product software or those hardware Items not specifically staged at CCSI that may be Included with the communications system This Statement of Work provides a general description of how Motorola and the Customer will proceed to perform the services presented Prior to system Acceptance, a Customer Support Plan will be prepared Jointly by Motorola and the Customer The Customer Support Plan details the' specific steps within the support process, and any Customer specific information The Motorola Enhanced System Support Plan is comprised of the following services which will be described in greater detail elsewhere in this document Infrastructure Eauipment Services 0 On -Site Infrastructure Repair Service 0 Preventative Maintenance•SSC Scheduled 0 Call Management 0 Infrastructure Board Advanced Replacement 0 Technical Support 0 SiteSentry Remote Monitoring/Remote Diagnostics (Smartnet Systems) 0 FullVision Remote Monitoring/Remote Diagnostics (SmartZone/OmniLink Systems) Subscriber Eauipment Repair Service 0 Subscriber Repair Coverage Contract No 99. /xyz Page 1 Rev 04/01/99 t , I S 1 FI t EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Services 0 Software Subscription Services �G 11 IN RASTRUCTURE EQUIPMENT SERVICES On -Site Infrastructure Repair Service Description ,,� I Dispatch of technicians to Customer site(s) in response to Customer requests for service Motorola Responsibilities f ❑ Repair defective Equipment which does not conform to Motorola's specifications E 0 Repair defective Equipment which as a result of normal wear and usage and k gradual deterioration of components or drifting of levels Set appropriate level settings and perform minor system adjustments 0 On -site repair service will be provided during regular business hours which are defined as Monday - Friday 8 00 AM to 4 30 PM local business time, excluding holidays Emergency after hours service will be provided only for Seventy 1 Issues Severity One (1) is defined as a complete loss of communication to a 3 r` site ,xk, 4� Customer Responsibilities 0 Provide full and free access to the Equipment 0 Furnish shelter, heat, light and power at no charge ❑ Control temperature, humidity, and other environmental conditions in f accordance with the hardware manufacturer's specifications 0 Cooperate fully with Motorola and provide all Information pertaining to the hardware and software elements of any system with which the Equipment is Interfacing 0 Customer is responsible for any site defects including, but not limited to, building shelters, heaters, air conditioners, fans, alarm sensors (smoke detectors, hl-lo temp, entry, AC failure, etc ) ❑ All equipment sites must meet or exceed Motorola's grounding standards found In the R-56 Motorola Site Grounding Manual Costs associated with meeting this requirement are the responsibildy of the Customer 0 Customer is responsible for all costs associated with any unusual method of conveyance required to gain access to a service location and/or any fees by a site owner to provide an escort 0 Provide information required to complete the Customer Support Plan i I I� t Contract No 99- /xyz Page 2 Rev 04/01/99 i EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Preventative Maintenance -System Support Center Scheduled i Description I Annual Preventative Maintenance ("PM") check, on the Equipment/System Motorola Responsibilities 0 Schedule PM visits through the System Support Center's Call Center, on an automatic pre -determined schedule t [ 0 Inspect Equipment for compliance with Motorola specifications 0 Retain PM records on file for quality control purposes N Customer Responsibilities - t Provide Motorola with the preferred schedule to perform Preventative Maintenance checks Cal Management �_ 1. .71 Motorola's Call Center is staffed with trained Customer Support Representatives that provide a central point of contact for all service requests (1-800-448-3245) The Call Center will receive all calls and dispatch or coordinate appropriate technical support All requests are tracked and monitored from beginning to end through an electronic Customer Service Request (CSR) number Motorola Responsibilities 0 Receive Customer requests for service on a seven day per week/twenty-four hour per day (7x24) basis 0 Prompt for Information necessary to understand the situation, open a Customer Service Request (CSR) and determine the next steps to take 0 Dispatch qualified technical resource and assign the CSR as required 0 Notify Customer of technicians arrival at Customer's site (site arrival) 0 Verify with Customer that repair is complete and system is fully operational If verification by Customer cannot be completed within 20 minutes, the CSR will be closed, and the technician will be released 0 Ensure the required personnel have access to Customer information as needed 0 Notify the Customer when work is completed 0 Retain records of Customer's Equipment, including performance history and site access requirements 0 Provide period performance reports as defined in the Customer Support Plan Contract No 99- lxyz Page 3 Rev 04/01/99 �r 1 Y t��, EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN ) ki 3 4§k { 0 The Customer Support Representatives will monitor the progress of a CSR and 1' will escalate issues to Motorola Management as described in the Customer's customized Customer Support Plan Customer Responsibilities 0 Provide Motorola assigned System ID number when placing a request for service 0 Provide Information required to complete the Customer Support Plan t Inf istructure Board Advanced Replacement Description dReplacement of defective Equipment with new or repaired equipment Motorola Responsibilities 0 Provide access to an Inventory of equipment that can be shipped to Customer's site upon request, subject to availability " 0 Ship Equipment via overnight carrier, unless otherwise specified Motorola will h£' cover shipping and handling during the normal operating hours of 7 00 AM to 7 00 PM CST Shipments outside standard business hours or NFO (next flight jout) �=7 are subject to an additional charge 0 Verify and configure all equipment before shipping i� 0 Maintain past and current versions of firmware to ensure the equipment sent to the Customer is programmed correctly Motorola reserves the right to upgrade at no additional charge to Customer 0 Defective Equipment may be repaired at the System Support Center (SSC) and returned to SSC Inventory for future use Customer Resoonsibilities r< 0 Requests to ship equipment outside of the SSC's regular business hours of Monday - Friday, 7 00 AM - 7 00 PM CST, excluding holidays, are subject to additional charges 0 Request must Include model description, model number, serial number, type of system, and firmware version 0 Provide Motorola with a Purchase Order Number when ordering equipment (The Customer will not be charged for the use of the service and no Invoices will be processed against the Purchase Order unless equipment Is not returned within the time frames stated in the Terms and Conditions) 0 Malfunctioning Equipment must be sent to the SSC within five working days of receipt of the exchange equipment Additional charges may be incurred by the Customer beyond that period e ` Contract I 99- lxyz Page 4 Rev 04/01/99 i� EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN 0 The malfunctioning Equipment returned to Motorola must Include all documentation originally sent by the SSC for the return, in order to ensure proper tracking of the return 0 The Customer Is responsible for return shipment and Insurance charges Support Motorola will provide Customer technical staff with centralized telephone support for Issues that require a high level of Radio Frequency (RF) expertise or troubleshooting on infrastructure equipment, on a seven day per week/twenty-four hour per day (7x24) basis Motorola's Responsibilities 0 Maintain a database with the Customer's administrative and system Information, history of service and repairs, and current status of equipment 0 Escalate support Issues to other Motorola engineering and product groups, if necessary 0 Maintain Its help desk lines on a 7x24 basis 0 Maintain and have access to laboratory equipment for system simulations as needed 0 Work with the technicians in the field until a solution to the problem has been found 0 Coordinate technical resolutions with agreed upon third party vendor(s) as needed uaL :__f�� 11PIM ❑ Supply system information, type of equipment, model and serial numbers 0 Supply on -site presence when needed f 0 Approve any work to be performed ❑ Allow Motorola remote connectivity to equipment to facilitate diagnostics SlteSentry Remote Monitoring/Remote Diagnostics (Smartnet Systems) Description Remote monitoring of critical communication Equipment on a seven day per week/ twenty-four hour per day (7x24) basis for single site communications systems I equipped with SlteSentry SlteSentry is a Motorola product that utilizes Motorola's MOSCAD technology When your single site communications system is equipped with SlteSentry, Motorola will monitor critical components of the communication system on a 7x24 basis 4 I I Contract No 99- /xyz Page 5 Rev 04/01/99 0, , EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Additional alarming of environment, third party devices, and site conditions can be provided at an additional charge 0 Verify alarms, reporting, and connections at beginning of contract, and periodically thereafter 0 Create a Customer Service Request (CSR) and dispatch Field Technician when needed 0 Disable and enable alarm system for local technicians who go to the site when Intervention is needed 0 Verify repair of alarm 0 Provide toll free number which permits alarm reporting to the System Support Center 0 Provide 7x24 monitoring Customer Responsibilities 0 Allow Motorola's remote access to system without notification to Customer 0 Allow local site technicians access to Equipment in the event that remote restoration Is not possible 0 Provide use of on site PSTN line for connection to SiteSentry unit Full IVlsion Remote Monitoring/Remote Diagnostics (SmartZone/OmniLink Systems) Description I i l Remote monitoring of critical communication Equipment on a seven day per week/ twenty-four hour per day (7x24) basis for SmartZone/OmniLink communications systems equipped with FullVision FulIVislon is a Motorola product that utilizes SNMP protocol When your SmartZone/OmniLink communications system is equipped with FullVision, Motorola will monitor critical components of the communication system on a 7x24 basis Additional alarming of environment, third party devices, and site conditions, can be provided at an additional charge 0 Verify alarms, reporting, and connections at beginning of contract, and periodically thereafter 0 Create a Customer Service Request (CSR) and dispatch Field Technician when needed 0 Disable and enable alarm system for local technicians who go to the site when iIntervention is needed I0 Verify repair of alarm Contract No 99-__--/xyz Page 6 Rev 04/O1/99 1 1" t 3, EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN 0 Maintain connectivity to system via a 56K dedicated frame relay link 0 Provide 7x24 monitoring 0 Allow Motorola's remote access to system without notification to Customer 0 Allow local site technicians access to Equipment in the event that remote restoration is not possible III HOf TO OBTAIN SERVICE To 'obtain service of the Infrastructure system during the Enhanced System Support Plan period, the; Customer must call the Motorola System Support Center at 1-800-448-3245 and Identify themselves by using their assigned System ID number, and providing the name of the caller and Customer IV quest for service not be covered by the Motorola Enhanced System Support Plan, II contact the Customer and provide an estimate for the requested service The nter will await authorization and a purchase order number from the Customer to h the repair If an emergency response, not covered by the Motorola Enhanced sport Plan, is required, Motorola will perform repairs which are necessary to minimize f the equipment, and will contact the Customer during the next business day to obtain order number for the Repair ER EQUIPMENT REPAIR SERVICE Repair Coverage cription Motorola will provide repair services to the subscriber equipment listed on your Motorola Service Agreement Order Form Motorola Responsibilities 0 Repair defective mobile and/or portable radios which do not conform to Motorola's specifications as a result of normal wear and usage and gradual deterioration of components 0 Advise Customer of the approximate date the unit will be repaired, should the unit require repairs beyond first echelon ❑ Notify the Customer in the event of repairs not covered by the Motorola Enhanced System Support Plan ("Above Warranty Repairsj and provide quote to repair 0 Await approval from Customer in order to proceed with Above Warranty Repairs 0 Test units for proper functioning once repair is complete 0 Contact Customer by telephone when repaired unit is available for pick-up Contract N4 9g- /xyz Page 7 Rev 04/01/99 Y m y•F I EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Customer Responsibilities 0 Deliver Subscriber units to the Authorized Motorola Service provider at the Servicer's location (indicated on the front of your Motorola Service Agreement Order Form), during normal business hours, Monday - Friday S 00 AM to 4 30 PM local business time, excluding holidays 0 Attach to each radio needing repair a tag with the following information Customer information, department number If applicable, and brief description of problem, If known 0 Provide a purchase order number in the event of Above Warranty Repairs V SOFTWARE SERVICES Sok are Subscription Services Description Motorola will provide software subscription services as listed below for the Motorola Software applicable to the upgrade capable Motorola communication equipment that Is in the Customer configuration Identified on the Service Agreement Order Form For purposes of these services, the following definitions apply "Core Release" — A new version of Software which adds Features and major enhancements These new versions are signified by changes to the first digit of the version Identifier number (e g SmartZone 2 0 3 to SmartZone 3 0) "Enhancement Release" — A superseding Issue of Software which adds to, Improves, or enhances the performance of Software Features contained in the then currently shipping Software version These releases are signified by changes to the second digit of the version identifier number (e g SmartZone 3 1 to SmartZone 3 2) "Feature" — A Software functionality "Standard Feature" — An additional software functionality for components of Customer's system that is available to Customer in the standard software release "Optional Feature" — An additional software functionality issued with a Core Release that is available to Customer at additional cost Motorola Responsibilities 0 Provide Customer notice bulletins announcing Enhancement and Core Releases 0 Provide Software Enhancement Releases applicable to Features provided to Customer by Motorola under this Agreement and as ordered by Customer from the notice bulletins 0 Provide those Standard Features included In a Core Release which apply to Customer's existing system components 0 Optional Features Issued with a Core Release are not provided pursuant to the Software Subscription Program but are available to Customer, as a Program Contract No 99- /xyz Page 8 Rev 04/01/99 > 4 I Ipg , p L( EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN subscriber, at a discounted price under a separate agreement The discount available to Customer for voice system Optional Features will be 20% off the current Motorola list price Customer 666 Resoonsibllities ' 0 Customer must contact Its Motorola representative upon receiving a bulletin in " order to receive Enhancement or Core Release � 0 Customer is responsible for payment of any charges associated with additional engineering or hardware required for each Enhancement Release or Core Release that it chooses to Install Additional engineering may be required if Customers system previously had specially developed options 0 Contact a local service provider for installation assistance, if required D Customer is encouraged to upgrade the Motorola software operating on Its t,1 system with the most current Enhancement and Core Releases If Customer chooses not to Install a new software release or enhancement, however, customer acknowledges that by so choosing, R may limit or eliminate the applicability of future releases or enhancements to Its system 0 Use the Software and releases in accordance with the terms of the Motorola software license agreement executed by Customer, or Motorola's standard software license terms, if no license was signed 4 {a 1 f fT i 11 fth e f r m z 9 Contract No 99-_Jxyz Page 9 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN MOTOROLA ENHANCED SYSTEM SUPPORT PLAN INTRODUCTION Motorola places great emphasis on ensuring that its communications systems meet high standards for design, manufacture, and performance When communications system failures do occur, Motorola provides support to its customers through a network of service providers including the System Support Center ("SSC"), Motorola Authorized Service Stations ("MSS"), Dealer/Servicer/Preferred Subcontractors ("Subcontractors"), and Company Owned Service Centers ("COSC") for repair service The Motorola Enhanced System Support Plan ("ESS") describes how repair services will be provided during the warranty period specified in your Communications System Agreement with Motorola All services described in the ESS will be provided in accordance with the terms of Motorola's Service Agreement and will cover only the Equipment and Software specified on the Service Agreement Order Form Enhanced System Support will only be provided for those communications systems which have been staged at Motorola's Customers Center for System Integration ("CCSI") located in Schaumburg, Illinois and sold through the Commercial Government and Industrial Solutions Sector (CGISS) Enhanced System Support fees for the warranty period specified in the Communications System Agreement with Motorola are included in the price of the communications system Additional periods of such support may be purchased at Motorola's then current rates Unless explicitly noted otherwise, the Motorola Enhanced System Support Plan does not cover any non -Motorola software, non-CGISS software, Radio Service Software or Data product software or those hardware Items not specifically staged at CCSI that may be included with the communications system This Statement of Work provides a general description of how Motorola and the Customer will proceed to perform the services presented Prior to system Acceptance, a Customer Support Plan will be prepared Jointly by Motorola and the Customer The Customer Support Plan details the specific steps within the support process, and any Customer specific information The Motorola Enhanced System Support Plan is comprised of the following services which will be described in greater detail elsewhere in this document Infrastructure Eauwment Services ❑ On -Site Infrastructure Repair Service 0 Preventative Maintenance-SSC Scheduled 0 Call Management 0 Infrastructure Board Advanced Replacement ❑ Technical Support 0 SlteSentry Remote Monitoring/Remote Diagnostics (Smartnet Systems) 0 FullVision Remote Monitoring/Remote Diagnostics (SmartZone/OmniLink Systems) Subscriber Eauioment Repair Service 0 Subscriber Repair Coverage Contract No 99- /xyz Page 1 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Software Services 0 Software Subscription Services II INFRASTRUCTURE EQUIPMENT SERVICES On -Site Infrastructure Repair Service Description Dispatch of technicians to Customer site(s) in response to Customer requests for service Motorola Responsibilities 0 Repair defective Equipment which does not conform to Motorola's specifications 0 Repair defective Equipment which as a result of normal wear and usage and gradual deterioration of components or drifting of levels Set appropriate level settings and perform minor system adjustments 0 On -site repair service will be provided during regular business hours which are defined as Monday - Friday 8 00 AM to 4 30 PM local business time, excluding holidays Emergency after hours service will be provided only for Severity 1 issues Severity One (1) is defined as a complete loss of communication to a site Customer Responsibilities 0 Provide full and free access to the Equipment 0 Furnish shelter, heat, light and power at no charge 0 Control temperature, humidity, and other environmental conditions in accordance with the hardware manufacturer's specifications 0 Cooperate fully with Motorola and provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing 0 Customer is responsible for any site defects including, but not limited to, budding shelters, heaters, air conditioners, fans, alarm sensors (smoke detectors, hi-lo temp, entry, AC failure, etc) 0 All equipment sites must meet or exceed Motorola's grounding standards found in the R-56 Motorola Site Grounding Manual Costs associated with meeting this requirement are the responsibility of the Customer 0 Customer is responsible for all costs associated with any unusual method of conveyance required to gam access to a service location and/or any fees by a site owner to provide an escort 0 Provide information required to complete the Customer Support Plan Contract No 99- /xyz Page 2 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Preventative Maintenance -System Support Center Scheduled Description Annual Preventative Maintenance ("PM") check, on the Equipment/System Motorola Responsibilities 0 Schedule PM visits through the System Support Center's Call Center, on an automatic pre -determined schedule ❑ Inspect Equipment for compliance with Motorola specifications 0 Retain PM records on file for quality control purposes Customer Responsibilities Provide Motorola with the preferred schedule to perform Preventative Maintenance checks Call Management Description Motorola's Call Center is staffed with trained Customer Support Representatives that provide a central point of contact for all service requests (1-800-448-3245) The Call Center will receive all calls and dispatch or coordinate appropriate technical support All requests are tracked and monitored from beginning to end through an electronic Customer Service Request (CSR) number Motorola Responsibilities ❑ Receive Customer requests for service on a seven day per week/twenty-four hour per day (7x24) basis 0 Prompt for information necessary to understand the situation, open a Customer Service Request (CSR) and determine the next steps to take 0 Dispatch qualified technical resource and assign the CSR as required ❑ Notify Customer of technicians arrival at Customer's site (site arrival) 0 Verify with Customer that repair is complete and system is fully operational if verification by Customer cannot be completed within 20 minutes, the CSR will be closed, and the technician will be released 0 Ensure the required personnel have access to Customer information as needed ❑ Notify the Customer when work is completed 0 Retain records of Customer's Equipment, including performance history and site access requirements 0 Provide period performance reports as defined in the Customer Support Plan Contract No 99- /xyz Page 3 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN 0 The Customer Support Representatives will monitor the progress of a CSR and will escalate Issues to Motorola Management as described in the Customer's customized Customer Support Plan Customer Responsibilities 0 Provide Motorola assigned System ID number when placing a request for service ❑ Provide information required to complete the Customer Support Plan Infrastructure Board Advanced Replacement Description Replacement of defective Equipment with new or repaired equipment Motorola Responsibilities 0 Provide access to an Inventory of equipment that can be shipped to Customer's site upon request, subject to availability ❑ Ship Equipment via overnight carrier, unless otherwise specified Motorola will cover shipping and handling during the normal operating hours of 7 00 AM to 7 00 PM CST Shipments outside standard business hours or NFO (next flight out) are subject to an additional charge 0 Verify and configure all equipment before shipping ❑ Maintain past and current versions of firmware to ensure the equipment sent to the Customer is programmed correctly Motorola reserves the right to upgrade at no additional charge to Customer 0 Defective Equipment may be repaired at the System Support Center (SSC) and returned to SSC inventory for future use Customer Resoonsibtlitles 0 Requests to ship equipment outside of the SSC's regular business hours of Monday - Friday, 7 00 AM - 7 00 PM CST, excluding holidays, are subject to additional charges 0 Request must Include model description, model number, serial number, type of system, and firmware version 0 Provide Motorola with a Purchase Order Number when ordering equipment (The Customer will not be charged for the use of the service and no invoices will be processed against the Purchase Order unless equipment is not returned within the time frames stated in the Terms and Conditions ) ❑ Malfunctioning Equipment must be sent to the SSC within five working days of receipt of the exchange equipment Additional charges may be incurred by the Customer beyond that period Contract No 99- /xyz Page 4 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN 0 The malfunctioning Equipment returned to Motorola must include all documentation originally sent by the SSC for the return, in order to ensure proper tracking of the return ❑ The Customer is responsible for return shipment and insurance charges Technical Support Description Motorola will provide Customer technical staff with centralized telephone support for issues that require a high level of Radio Frequency (RF) expertise or troubleshooting on infrastructure equipment, on a seven day per week/twenty-four hour per day (7x24) basis Motorola's Responsibilities 0 Maintain a database with the Customer's administrative and system information, history of service and repairs, and current status of equipment ❑ Escalate support Issues to other Motorola engineering and product groups, if necessary 0 Maintain Its help desk lines on a 7x24 basis 0 Maintain and have access to laboratory equipment for system simulations as needed 0 Work with the technicians in the field until a solution to the problem has been found 0 Coordinate technical resolutions with agreed upon third party vendor(s) as needed Customer Responsibilities 0 Supply system information, type of equipment, model and serial numbers ❑ Supply on -site presence when needed 0 Approve any work to be performed 0 Allow Motorola remote connectivity to equipment to facilitate diagnostics SiteSentry Remote Monitoring/Remote Diagnostics (Smartnet Systems) Description Remote monitoring of critical communication Equipment on a seven day per week/ twenty-four hour per day (7x24) basis for single site communications systems equipped with SiteSentry SiteSentry is a Motorola product that utilizes Motorola's MOSCAD technology When your single site communications system is equipped with SiteSentry, Motorola will monitor critical components of the communication system on a 7x24 basis Contract No 99- /xyz Page 5 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Additional alarming of environment, third party devices, and site conditions can be provided at an additional charge y• • • ; �Igllti 0 Verify alarms, reporting, and connections at beginning of contract, and periodically thereafter 0 Create a Customer Service Request (CSR) and dispatch Field Technician when needed 0 Disable and enable alarm system for local technicians who go to the site when intervention is needed 0 Verify repair of alarm 0 Provide toll free number which permits alarm reporting to the System Support Center ❑ Provide 7x24 monitoring Customer Resoonsibilities 0 Allow Motorola's remote access to system without notification to Customer ❑ Allow local site technicians access to Equipment in the event that remote restoration is not possible 0 Provide use of on site PSTN line for connection to SiteSentry unit FullVision Remote Monitoring/Remote Diagnostics (SmartZone/OmmLink Systems) Description Remote monitoring of critical communication Equipment on a seven day per week/ twenty-four hour per day (7x24) basis for SmartZone/OmniLink communications systems equipped with FullVision FuliVision is a Motorola product that utilizes SNMP protocol When your SmartZone/OmniLink communications system is equipped with FullVision, Motorola will monitor critical components of the communication system on a 7x24 basis Additional alarming of environment, third party devices, and site conditions, can be provided at an additional charge Motorola Responsibilities 0 Verify alarms, reporting, and connections at beginning of contract, and periodically thereafter 0 Create a Customer Service Request (CSR) and dispatch Field Technician when needed 0 Disable and enable alarm system for local technicians who go to the site when intervention is needed 0 Verify repair of alarm Contract No 99- /xyz Page 6 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN 0 Maintain connectivity to system via a 56K dedicated frame relay link 0 Provide 7x24 monitoring Customer Resoonsibilities 0 Allow Motorola's remote access to system without notification to Customer 0 Allow local site technicians access to Equipment in the event that remote restoration is not possible III HOW TO OBTAIN SERVICE To obtain service of the infrastructure system during the Enhanced System Support Plan period, the Customer must call the Motorola System Support Center at 1-800-448-3246 and identify themselves by using their assigned System ID number, and providing the name of the caller and Customer Should a request for service not be covered by the Motorola Enhanced System Support Plan, Motorola will contact the Customer and provide an estimate for the requested service The Service Center will await authorization and a purchase order number from the Customer to proceed with the repair If an emergency response, not covered by the Motorola Enhanced System Support Plan, is required, Motorola will perform repairs which are necessary to minimize downtime of the equipment, and will contact the Customer during the next business day to obtain a purchase order number for the Repair IV SUBSCRIBER EQUIPMENT REPAIR SERVICE Subscriber Repair Coverage Description Motorola will provide repair services to the subscriber equipment listed on your Motorola Service Agreement Order Form Motorola Responsibilities ❑ Repair defective mobile and/or portable radios which do not conform to Motorola's specifications as a result of normal wear and usage and gradual deterioration of components ❑ Advise Customer of the approximate date the unit will be repaired, should the unit require repairs beyond first echelon 0 Notify the Customer in the event of repairs not covered by the Motorola Enhanced System Support Plan ("Above Warranty Repairs") and provide quote to repair 0 Await approval from Customer in order to proceed with Above Warranty Repairs 0 Test units for proper functioning once repair is complete ❑ Contact Customer by telephone when repaired unit is available for pick-up Contract No 99- /xyz Page 7 Rev 04/01/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN Customer Responsibilities Deliver Subscriber units to the Authorized Motorola Service provider at the Servicer's location (indicated on the front of your Motorola Service Agreement Order Form), during normal business hours, Monday - Friday 8 00 AM to 4 30 PM local business time, excluding holidays Attach to each radio needing repair a tag with the following information Customer information, department number if applicable, and brief description of problem, if known 0 Provide a purchase order number in the event of Above Warranty Repairs V SOFTWARE SERVICES Software Subscription Services Description Motorola will provide software subscription services as listed below for the Motorola Software applicable to the upgrade capable Motorola communication equipment that Is in the Customer configuration Identified on the Service Agreement Order Form For purposes of these services, the following definitions apply "Core Release" — A new version of Software which adds Features and major enhancements These new versions are signified by changes to the first digit of the version identifier number (e g SmartZone 2 0 3 to SmartZone 3 0) "Enhancement Release" — A superseding issue of Software which adds to, improves, or enhances the performance of Software Features contained in the then currently shipping Software version These releases are signified by changes to the second digit of the version identifier number (e g SmartZone 3 1 to SmartZone 3 2) "Feature" — A Software functionality "Standard Feature" — An additional software functionality for components of Customer's system that is available to Customer in the standard software release "Optional Feature" — An additional software functionality issued with a Core Release that is available to Customer at additional cost VAG • . F10irem,7111 0 Provide Customer notice bulletins announcing Enhancement and Core Releases 0 Provide Software Enhancement Releases applicable to Features provided to Customer by Motorola under this Agreement and as ordered by Customer from the notice bulletins 0 Provide those Standard Features included in a Core Release which apply to Customer's existing system components 0 Optional Features issued with a Core Release are not provided pursuant to the Software Subscription Program but are available to Customer, as a Program Contract No 99- /xyz Page 8 Rev 04/O1/99 EXHIBIT C — ENHANCED SERVICE SUPPORT PLAN subscriber, at a discounted price under a separate agreement The discount available to Customer for voice system Optional Features will be 20% off the current Motorola list price Customer Responsibilities 0 Customer must contact its Motorola representative upon receiving a bulletin in order to receive Enhancement or Core Release 0 Customer is responsible for payment of any charges associated with additional engineering or hardware required for each Enhancement Release or Core Release that it chooses to install Additional engineering may be required if Customers system previously had specially developed options ❑ Contact a local service provider for installation assistance, if required 0 Customer is encouraged to upgrade the Motorola software operating on its system with the most current Enhancement and Core Releases If Customer chooses not to install a new software release or enhancement, however, customer acknowledges that by so choosing, it may limit or eliminate the applicability of future releases or enhancements to its system 0 Use the Software and releases in accordance with the terms of the Motorola software license agreement executed by Customer, or Motorola's standard software license terms, if no license was signed Contract No 99- /xyz Page 9 Rev 04/01/99 L m a ly' I ty t((( b I ' (iII1 �yF r a I ia� s 4• `�F {�a�'! = t j k �xp iSF yih lVk yeT F ✓`5 t t Y ° T ✓c 4 Vhh 1 � YLr iiM1+}1 r Y k S tkl�1 ��l sT✓ ✓ ��ZdK 1f 4 d I M S� h l EXHIBIT D SERVICE AGREEMENT t k = a v 4�,°SaT s�F`4iYi b ; � F i=i�g4�a jj� L" iy Py12 �LpS Q 1 �p{H � Y i � h � a rs�3 s la 's s t ' h r s s, It h r' t s = r r h 1 .d r h! a r x= r a � h a 'f t i w s r h I I I I iV I EXHIBIT D — SERVICE AGREEMENT THIS SERVICE AGREEMENT is entered into by and between Motorola, Inc ("Motorola") and the customer named in this Agreement's Attachments ("Customer") Section 1 DEFINITIONS "Service Agreement" means this Service Agreement and its Attachments, "Equipment" means, collectively and in part, the communication equipment that is specified in the Attachments or that is subsequently added to this Service Agreement Section 2 ACCEPTANCE The terms and conditions set forth in this Service Agreement and in Attachments will become the Service Agreement only when acknowledged and accepted in writing by Motorola's Schaumburg, Illinois Service Department Section 3 SERVICE DEFINED A Motorola agrees to provide services for the Equipment as specified in the Attachments nd In accordance with the following standards p) Motorola parts or parts of equal quality�at are new or are warranted as "like new" will be used, (u) the Equipment will be Serviced at levels set forth in Motorola's product manuals, and (di) routine service procedures that are prescribed from time to time by Motorola for its products will be followed B All communication equipment purchased by Customer from Motorola ("Additional Equipment") that is part of the same communications system or of similar type as the Equipment covered under this Service Agreement will be automatically added to this Service Agreement and will be billed at the applicable rates after the warranty period has expired Motorola may also provide additional services ("Above -Contract Services") at Customer's request that will be billed at Motorola's then applicable service rates C All Equipment must be in working order on the Start Date of the Service Agreement or at the time the Equipment is added to the Service Agreement Customer must provide a complete serial number and model number list either prior to the Start Date or prior to the time that the Equipment is added to the Service Agreement and must indicate in the Attachments any Equipment that is labeled intrinsically safe for use in hazardous environments D Customer must immediately notify Motorola in writing when any Equipment is lost, damaged, or stolen Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives such written notice E If Equipment cannot, in Motorola's opinion, be properly or economically serviced for any reason including excessive wear, unavailability of parts, the state of technology, or the practical feasibility of the scope of Services as specified in the Attachments or Motorola Statement of Work, Motorola may (1) modify the scope of Services related to such Equipment, (2) remove such Equipment from Service Agreement, or (3) increase the price to Service such Equipment F Customer must notify Motorola or Motorola's Subcontractor immediately of any Equipment failure Motorola will respond to Customer's notification in a manner consistent with the level of service purchased as indicated in the Attachments Section 4 EXCLUDED SERVICES A Service does not Include the or damaged due to physical power surges, or liquids repair or replacement of Equipment that has become defective or chemical misuse or abuse from causes such as lightning, Contract No g9- /xyz Page 1 Rev 04/01/99 EXHIBIT D — SERVICE AGREEMENT 8 Unless specifically Included in the Attachments, Service does not Include repair or maintenance of any transmission line, antenna, tower or tower lighting, duplexer, combiner, or multicoupier Motorola has no obligation or responsibility for any transmission medium, such as telephone Imes, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium C Unless specifically included in the Attachments, Service of Equipment does not Include items that are consumed In the course of normal operation of the Equipment, such as, but not limited to, batteries, magnetic tapes, and computer supplies D Service does not Include reprogramming of Equipment, accessories, belt clips, or battery chargers, custom or Special Products, modified units, or software E Service does not Include certification programs, software support, reprogramming, or modifications to Equipment related to assuring the correct processing, providing, or receiving of date data from, Into, or between the year 1999 and the year 2000 Section 6 RIGHT TO SUBCONTRACT/ASSIGNMENT Motorola may assign its rights and obligations under this Service Agreement and may subcontract any portion of Motorola's performance called for by this Service Agreement t Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in the Attachments When Motorola performs service at the Equipment's location, Customer agrees to provide Motorola, at no charge, a non- hazardous environment for work with shelter, heat, light, and power and with full and free access to the Equipment Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing that enable Motorola to perform its obligations under this Service Agreement Unless otherwise specified in the Attachments, the hours of Service will be hours of 8 30 a m to 4 30 p m , excluding weekends and holidays Section 7 PAYMENT Motorola will invoice Customer In advance for each payment period All other charges will be billed monthly, and Customer must pay each Invoice within thirty (30) days of the invoice date to the Motorola office designated by Motorola Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments (except income, profit, and franchise taxes of Motorola) now or hereafter imposed on this Service Agreement by any governmental entity Motorola does not by this Agreement make any price guarantees except as stated in the Order Form Section 8 WARRANTY Motorola warrants that Its Services under this Service Agreement will be free of defects in materials and workmanship for a period of ninety (90) days beyond the expiration or termination of this Agreement Customer's sole remedies are to require Motorola to re -perform the affected Service or to refund, on a pro-rata basis, the Service fee paid for the affected Service MOTOROLA DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE Contract No 99- /xyz Page 2 Rev 04/01/99 EXHIBIT D — SERVICE AGREEMENT Section 9 CERTIFICATION DISCLAIMER Unless signed by a Motorola authorized signatory, Motorola specifically disclaims all certifications regarding the manner in which Motorola conducts its business or performs its obligations under this Service Agreement Section 10 DEFAULT/TERMINATION A Customer agrees to provide Motorola written notice of any default of this Service Agreement to state the nature of the default Noncompliance with regulatory laws or disadvantaged business entity requirements may not be cause for default If Motorola does not cure the default within sixty (60) days, Customer may terminate that portion of the Service Agreement that is in default by giving Motorola thirty (30) days prior written notice B Any dispute will be resolved by mutual agreement C Neither party is liable for delays or lack of performance resulting from any causes such as strikes, material shortages, or acts of God that are beyond that party's reasonable control Section 11 LIMITATION OF LIABILITY Notwithstanding any other provision, Motorola's total liability for losses, whether for breach of contract, negligence, Indemnity, warranty, or strict liability in tort, is limited to the price of twelve months of Services sold IN NO EVENT WILL MOTOROLA BE LIABLE FOR LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LIQUIDATED DAMAGES, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW Section 12 EXCLUSIVE TERMS AND CONDITIONS A Customer acknowledges that the Service Agreement supersedes all prior and concurrent agreements and understandings, whether written or oral, related to the services performed The Service Agreement or Attachments may not be altered, amended, or modified except by a written agreement signed by both parties B Customer agrees to reference this Service Agreement on all purchase orders issued pursuant to this Service Agreement Neither party will be bound by any terms contained in Customer's purchase order or elsewhere (even if It is attached to the Service Agreement) In the event of a conflict between the main body of this Service Agreement and any Addenda or Attachments, the main body of this Service Agreement will take precedence, unless the Addendum or Attachment specifically states otherwise Section 13 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission ("FCC ") or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters Section 14 OWNERSHIP OF INTELLECTUAL PROPERTY A This Service Agreement does not grant directly or by Implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other Intellectual property including any intellectual property created as a result of or related to the products sold or Services performed under this Service Agreement Contract No gg- /xyz Page 3 Rev 04/01/99 EXHIBIT D — SERVICE AGREEMENT B iotorola reserves the right to limit access to Its confidential and proprietary information lincluding cost and pricing data i Section 15 GENERAL TERMS A If any court renders any portion of this Service Agreement unenforceable, the remaining terms will continue in full force and effect B THIS SERVICE AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS C Failure to exercise any right will not operate as a waiver of that right, power, or privilege D Except for money due upon an open account, no action may be brought for any breach of this Service Agreement more than one (1) year after the accrual of such cause of action � E The Service Agreement will begin on the Start Date specified in the Attachments This Service Agreement will renew, for an additional one year term, on every anniversary of the Start Date unless either party notifies the other of Its Intention to discontinue the Agreement within thirty days of that anniversary date F If Motorola provides Service after the termination or expiration of this Agreement, the terms and conditions and any prices In effect at the time of the termination or expiration will apply to that Service Cu"3t or, Motorola, Inc. B/,v4/BY Name chae Jez Name STEVENJ PALM Title ity Manager Title AREA CONTROLLER Da�e /'i%iv`o / Date //' &1 T I C ATT ST: TE EERY �WALTERRS, CITY SECRETARY BYI l ,hw .lam/��l� 1� � i Contract No t AS TO LEGAL FORM 99- /xyz Page 4 REV ED AJI rR EG AS T o SCOTT DODGE I fRA—TE MOTOROLA CORTRNOTB AND DDMPLIANCE DEPT Rev 04/01/99 a k i fitly g )j Y k, i I lK I �t EXHIBIT D SOFTWARE SUBSCRIPTION AGREEMENT arc � m i ti,tit. r I I a � e EXHIBIT D — SOFTWARE SUBSCRIPTION AGREEMENT This Motorola Software Subscription Agreement ("Agreement") is between Motorola, Inc , a Delaware corporation ("Motorola') by and through its Commercial, Government, industrial Solutions Sector (CGISS) and The City of Denton, Texas Section 1 DEFINITIONS CORE RELEASE A new version of Software which adds Features and ma/or enhancements These new versions are signified by changes to the first digit of the version identifier number (e g SmartZone 2 0 3 to SmartZone 3 0) ENHANCEMENT RELEASE A superseding issue of Software which adds to, Improves, or enhances the performance of Software Features contained in the then currently shipping Software version These releases are signified by changes to the second or third digit of the version identifier number (e g SmartZone 3 1 to SmartZone 3 2, Private DataTAC 2 0 1 to 202) FEATURE A Software functionality STANDARD FEATURE An additional software functionality for components of Customer's system that Is available to Customer in the standard software release OPTIONAL FEATURE An additional software functionality issued with a Core Release that is available to Customer at additional cost SPECIAL PRODUCT FEATURE Features specially developed for Customer which contain Customer unique functionality Section 2 SUBSCRIPTION PROGRAM During the term of this Agreement, Motorola will provide Customer with the software subscription services described below ("Software Subscription Program") for upgrade capable Motorola communication equipment that is in the Customer configuration Identified in Attachment A to this Agreement Non -Motorola manufactured software, Non-CGISS software, and Radio Service Software (RSS), are excluded from the Software Subscription Program A Motorola will provide periodic Motorola Software Enhancement Releases applicable to Features currently provided to Customer by Motorola under a Software License Agreement Customer Is responsible for the purchase of additional hardware that is necessary to upgrade to the newly Issued Enhancement Release B Motorola will provide those Standard Features Included in a Core Release which apply to Customer's existing system components Customer is responsible for the purchase and license of additional products, hardware, and/or software that are necessary to migrate to the newly Issued Core Release C Optional Features Issued with a Core Release are not provided pursuant to the Software Subscription Program but are available to Customer, as a Program subscriber, at a discounted price under a separate agreement The discount available to Customer for voice system Optional Features will be 20% off the current Motorola list price The discount available to Customer for data system Optional Features will be 15% off the current Motorola list price Once an Optional Feature is provided to Customer, Customer will be entitled under this Agreement to all Enhancement Releases for that Optional Feature D Special Product Features previously developed by Motorola unique to Customer's system may require additional engineering effort to be incorporated Into a Enhancement Release or Core Release so that the Special Product Feature will not be overwritten upon its Installation Contract No 997/xyz Page 1 Rev 04/01/99 EXHIBIT D — SOFTWARE SUBSCRIPTION AGREEMENT a Upon request, Motorola will determine whether a Special Product Feature can be Incorporated into a Enhancement Release or Core Release and whether additional engineering effort Is required Customer will be responsible for all charges associated with any additional engineering required for each Enhancement Release or Core Release that it chooses to install Such equipment and engineering are not included as part of the Software Subscription Program and may be provided pursuant to a separate agreement E Motorola will issue to Customer at the below address bulletins announcing Enhancement Releases and Core Releases If Customer desires to obtain the announced Enhancement Release or Core Release, it, must contact its Motorola representative If needed, Customer should contact Its local service provider for installation assistance The City of Denton, Texas 901A Texas St Denton, Texas 76201 F Because Enhancement Releases may include minor performance enhancements, Customer Is encouraged to periodically upgrade the Motorola Software operating on Its System with the most current Enhancement Release (e g SmartZone 3 0 1 to SmartZone 3 0 2) Customer may choose not to Install a new software release, however, customer acknowledges that by so choosing, It may limit or eliminate the applicability of future releases to its system G Because the Software Subscription Program includes Enhancement Releases for only the currently shipping software version and those prior versions that Motorola may be supporting during the term of the Agreement, Customer is encouraged to migrate the Motorola Software operating on Its Communications System to the most current Core Release (e g SmartZone 2 0 3 to SmartZone 3 0) If Customer's system is not maintained to a currently supported software version, all Core Releases and Enhancement Releases may not be compatible with Customer's existing System Additional hardware, Motorola Software, and engineered modifications may be required if Customer desires to migrate to a particular Core Release or Enhancement Release Such additional hardware, Motorola Software and engineering are not included as part of the Software Subscription Program and may be provided pursuant to i a separate agreement If the size and complexity of Customer's System warrants, Motorola may provide consultation services to determine the technological, operational and financial Impact of Installing a particular Core Release or Enhancement Release on the System, pursuant to a separate agreement Section 3 FEES AND PAYMENT Attachment A contains the annual Software Subscription Program fees and payment terms The fees listed are based upon Customer's current Motorola equipment configuration as indicated in Att chment A Customer must notify Motorola promptly of any change in this configuration and Motorola will calculate revised fees (effective at the beginning of the next subscription year) based on the new configuration Motorola will refund to Customer any amounts previously paid for 'I Software Subscription Program fees that are reduced due to a new configuration If the Software Subscription Program fees are Increased due to a new configuration, Customer will pay any additional amounts within thirty days after receipt of an invoice from Motorola Section 4 TERM AND TERMINATION A The term of this Agreement is Indicated in Attachment A and shall terminate at the expiration of that term unless extended by mutual agreement of the parties Contract No 99- /xyz Page 2 Rev 04/01/99 EXHIBIT D — SOFTWARE SUBSCRIPTION AGREEMENT B The Customer may terminate this Agreement at anytime prior to the expiration of its term by providing written notice of such termination to Motorola Such termination will be effective at the next annual anniversary date following Motorola's receipt of the written notice Motorola will refund to Customer any pre -paid Software Subscription Program fees for the terminated period C The Agreement will automatically terminate if, at Its annual anniversary date, the software version in Customer's then current configuration is no longer supported by Motorola or if Motorola discontinues the Software Subscription Program, in which case Motorola will refund to Customer any pre -paid Software Subscription Program fees for the terminated period Section 6 TAXES Customer is responsible for all taxes due as a result of this Agreement, if any, other than taxes based on Motorola's Income, If Customer is a tax-exempt entity, upon execution of this Agreement, Customer must provide Motorola with tax exemption certificates from the appropriate tax authorities Section 6 EXCLUDED SERVICES The Software Subscription Program does not include repair or replacement of hardware or software defects not corrected by the Enhancement Releases and Core Releases nor does it Include repair or replacement of defects resulting from any nonstandard or improper use or conditions or from unauthorized installation of Motorola software Section 7 OWNERSHIP AND USE OF SOFTWARE All rights and title to Motorola software furnished to Customer under this Agreement remain vested exclusively In Motorola Customer's use of such Motorola software is subject to the terms of the Motorola software license agreement executed by Customer or, if no such agreement has been executed, Motorola's standard software license terms apply, which will be sent to Customer upon written request Section 6 DEFAULT Motorola at any time may suspend subscription services or terminate this Agreement If (a) Customer falls to pay any fees within thirty days after such fees are due, (b) Customer fads to correct a breach of this Agreement within thirty days after notice from Motorola of such breach, (c) ICustomer's right to use Motorola software under a Motorola software license agreement expires or is terminated, or (d) Customer replaces its Motorola communication system with a non -Motorola communication system Upon such termination, any unpaid Software Subscription Program fees will become immediately due and payable Section 9 LIMITATION OF LIABILITY MOTOROLA'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT OF SOFTWARE SUBSCRIPTION PROGRAM FEES PAID TO MOTOROLA BY CUSTOMER IN NO EVENT WILL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OFiSUCH DAMAGES Section 10 GENERAL A NOTICES All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the below addresses Change of address must be in writing to the other party Contract No 99. /xyz Page 3 Rev 04/01/99 EXHIBIT D — SOFTWARE SUBSCRIPTION AGREEMENT The City of Denton, Texas Attn Harry Hettinger 901 B Texas Street Texas 76201 Motorola, Inc Attn Contracts & Compliance Manager 9980 Carroll Canyon Road San Diego, Ca 92131 B FORCE MAJEURE Motorola will not be liable to Customer for any failure to perform services due to events beyond Motorola's reasonable control including labor disruptions C ACTIONS Customer must bring any action under this Agreement within one year after the cause of action arises D WAIVERS No waiver of a right or remedy of either party will constitute a waiver of another right or remedy of that party E ASSIGNMENTS Customer may not assign any of its rights under this Agreement without Motorola's prior consent F ENTIRE AGREEMENT AND AMENDMENT This Agreement, along with Its Attachment A, contains the parties' entire agreement regarding the Software Subscription Program and may be amended only in a writing signed by both parties, except that Motorola may modify this Agreement without joint consent as necessary to comply with applicable laws, rules, and regulations G f GOVERNING LAW This of Denton, Texas pit City Manager 1-,?-Dl will be governed by the laws of the State of Illinois ;R WALTERS, CITY SECRETARY ) AS TO LEGAL FORM L PROUTY EM Motorola, Inc By to, . Name STEVEN J. PAI M Title AREA CONTROLLER Date — d REYIE AN RO '0 AS TO FORM � 60 NOR DONE DATE MOTOROLA CONTRACTS AND 00MYUANCE DEFT. Contract No 99- /xyz Page 4 Rev 04/01/99 I i j1 I � YS A I 5 hI t ^? t I 28}4^I ris I o,:o { r7d vj, s4r,I }�'' A k x,{{{ f4>�>yy..5tti �fEi�',�, �11kSn , , �_�� , +y �k3r k1it-"s� 3 by ♦Y k!k f f If¢k f EF yy �0a. aft Ada Ir IT I t ;fATTACHMENT 1 L 3 A s T O EXHIBT D (SSA) !{X F lf fi 'F4 ki .�` A1V!�411 mF 3 'J dLS � i m59t T� A �m i � yr i � Sr C RA ,aStCi� i[ s j} )-let ANY I rvri 11IPi ,r j1 a t, �hha I -di �t i 2m r ri �I m ti r SA� 4 L m t m5 tiq I! iI I ' 1 f I 3 ! ATTACHMENT t TO EXHIBIT D SYSTEM CONFIGURATION R'attf�i`iL�C�1�l�t:�34:7�[1�1 Choose and complete the applicable sections below: Private DataTAC System SSA Number of Database Stations in Operation Number of Network Controllers inOperation Number of Data Devices In Operation (MW520, Forte, VRM Modems) IP Messaging (Yes / No) RNC Redundancy (Yes / No) Network Management (Yes / No) Mobility Management (Yes / No) Security Services (Yes / No) II SmartZone System SSA Number of Sites (in addition to the Prime Site) Number of Repeaters In Operation Number of Subscribers in Operation (Mobiles and Portables) Omnll-ink Operation (Yes / No) Digital Operation (Yes / No) III SmartNet System SSA (Single Site or Simulcast) Number of Remote Sites (in addition to the Prime Site) Number of Repeaters In Operation Number of Subscribers In Operation (Mobiles and Portables) Digital Operation (Yes / No) IV Conventional System SSA Number of Repeaters In Operation Number of Subscribers In Operation (Mobiles and Portables) Digital Operations (Yes / No) Integrated Voice and Data (Yes / No) V Console Only SSA (not required if System SSA is purchased) Number of Operator Positions Number of Channels VI Centre link 2000USA SSA TER Beginning of Term (choose one only) Expiration of existing Subscription Period (renewal) Immediately upon execution of Software Subscription Agreement Other (please specify date) Contract No 99- /xyz Page 1 Rev 05/01/99 Length of ` Contract t A r iY n ��,I Ttk�ls s AI o- j r s I �1�f. ah t t yb(nl fAf1� ' ° t ',�` r G }SryS #�E ATTACHMENT 1 TO EXHIBIT D , b i SYSTEM CONFIGURATION •fz erm'(number of years 1, 2, 3, 4,`or 5) � y ei C i a �fy�k�yy ll r 6 0.5:✓x�t yy/�/p� I i=i S Sii zacY41 � if L 1 CrAI c y? it h � �f' r i n Z I4{ V I YS �i It � rC 3C�5p��r-ry1F„.Ybi } ' i•{ + r ix$ 1' 7YtikE�* f 1 { f I gq p it I f<f1 4 �+ PP 4 IA � j t{ Aµµ"YfF4"E}'J${ t 1 y 41 il��ti�C�i��SS'LY i ti" I)t,�pj l "Srg}�sa d , $ L p'ril 2 ph y I r ' b�ki ts l t _ X J � ILI i s rz A Y j , r el isv F L ff xi ( 4 NN9 tYi�Y I 1 Y 4 e 1 } L I 'I r Y ; r ,r � p 1 F ri I 1 4 jxyz A Page 2 % r A , I I I I f I n r r ri'r I I I I 1 e Rev 05/01/99 n� ;s 4" S SSA PROQRAM FEES Annual Fe (before discouno System SSA Fee Console Only SSA Fee CENTkALINK 2000 SSA Fee SP Coverage Quote ATTACHMENT 1 TO EXHIBIT D SYSTEM CONFIGURATION I Total Annual Fee (before discount) Multi -Year piscount Level (choose the discount corresponding to the length of term) 1 ❑ 1 Yrs 00A ❑ 2 Yrs 0% p 3 Yrs 5% ❑ 4 Yrs 5% Total Annual Fee (after discouno Total Fees iiuring Term Chosen Payment Methods (check only one) (A) Payment of total Fees due upon execution of SSA (B) Payment of Annual Fee due upon first day of each subscription year (C) Other (specify) t a ❑ 5 Yrs 10% Contract No 99- /xyz Page 3 Rev 05/01/99 ' ��bkg h L a ITT re V �+ bkc �r ry#kr 1,i 5 B 1t i_i. E ll gI Sk'iztf�"" 9 1 §kkt /k i " 3Y j'fH try 7 Pn k r E e' "Simp E ss� � y , ,[,"2R '4 tlb,_ f'°L 1�, Wx M1r r 9Yg�e'�at,4�"Rj +�sc[sr� q, r �4y��y1��y� r5 e,m p,jr� I tr i lip .,'III g-'}e.Aily lip "rt `gr `', IT �`k aj ' �h4 p1 i r, r + ag;;EXHIBIT E rl�y� i EIS tt �` , .d �' r�°4m�tv�RAINING 9A*,' � ''. y 4t3xsova, �a�ka�s .j� ;4r ��irt,aiihl� ,'t r r N` 1 Y 4 4 �a 1 k4�v.F yy" r 4rY �r IT r ` r AA t'11,4 TIT +l�{1'1,� 1+4 s 1' tFfli`'ar { a 9 kl n' IT -14 u N I +`i+ai, taz t ' it la � , tj � r ♦ � � ��eV x 41 r'� f 'oil C 13 r ,IT4 �r IT- ' P. 11 f ,1 t $ I , I f i � 1 , i EXHIBIT E CITY OF DENTON GOLD ELITE TRAINING PLAN CITY OF DENTON GOLD ELITE CONSOLE TRAINING ❖ City of Denton Gold EliteTraining CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3. SYSTEM TRAINING 3.1 TRAINING 3.1.1 Overview Motorola's Worldwide Learning Services organization dedicates itself exclusively to offering the most comprehensive training available for Motorola's advanced radio equipment We understand that your equipment is a highly sophisticated communications instrument and, as such, requires specialized training to fully realize the equipment's potential Thus, you need quality training that only Motorola delivers for quality Motorola products Instructors Motorola's Customer Training Center offers advanced training facilities, resources, and techniques to help you achieve the maximum potential from your communications investment A successful training experience also requires expertise and dedication on the part of the instructor as well as the trainee At Motorola, our technical instructors have extensive backgrounds in RF communications, microwave technology, telephony, digital logic and microprocessors, as well as computer science Instructors' formal training varies from postgraduate degrees in occupational education and electronics to a variety of military instructor programs Since continuing education is crucial to continued success, Motorola instructors receive more than 100 hours of training annually in communications technology and training techniques Our close relationship with product design and development ensures current, accurate information for every product Efficiency Using Motorola technology to its fullest will assist performance at every level of system operation Over the life of your system, these efficiencies add up to large dollar amounts Receiving the proper training increases your employees' efficiency in their use of the system Integration of Training Motorola's Worldwide Learning Services organization is unmatched in their ability to deliver integrated training packages to virtually any type of client From sophisticated training need analysis to ongoing training throughout the life cycle of your product or system, Motorola's Worldwide Leaming Services can help ensure that your investment in training today is an investment for your future ®MOTOROLA Confidential and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3.1.2 Motorola Advantages Transfer of Knowledge Successful system implementation as well as ongoing system management and maintenance can be greatly enhanced by the careful transfer of knowledge from Motorola in-house experts to system managers, technicians, and end users Critical elements of knowledge transfer include knowledgeable instructors, well - designed courseware, lab activities, and system hardware and software that closely parallel your operating environment integrated with proper system documentation To understand your specific configuration and product features, there is a well-defined communication link between Worldwide Learning Services and Motorola's field personnel This link keeps us apprised of any special issues that anse Applying this approach allows us to provide tailored system manager, technician, dispatcher, and end user training Through careful Needs Analysis, we design and develop training that enables you to become self-reliant with your equipment This training can take place at one of our training centers or at your location Quality of Instructors A careful blending of background, experience and continuous training creates a grounded, intellectually stimulating, and accessible instructor who will professionally deliver your training Understanding that, the instructor will generate a training environment where students feel empowered to learn You can be assured that your Motorola instructor utilizes the Needs Analysis of your product or system The process also ensures that your instructor readily understands the equipment, fashioning a smooth and effective training event Quality of Material Course material performs a vital role in the training process and in the transfer of knowledge to the lob site It is not enough for the material to look professional Course curriculum follows a design philosophy that instructors adhere to during the training event Good course materials are easy to use, well integrated into the course design Because Motorola follows research -driven instructional design methodology, our course materials are specifically designed for ease of use and effective transfer of knowledge to the lob ®AIOTOROLA Confidential and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Course curriculum can be tailored to reflect your individual product We provide relevant documentation pertaining to your product during the training event Knowledge Retention Following a training event, the knowledge learned can sometimes be lost in the transition to the operating environment To maximize retention and transfer to the job, our instructional designers conduct task analyses to determine performance criteria as par of the Motorola design process Motorola's Worldwide Technical Education training methodology is based upon several key criteria y Course design is driven by an analysts of learner needs Learning objectives are based upon what learners need to accomplish on the job t• Our training strategies are based upon maxmuzmg transfer of skills to the job, and retention/reuse of effective learning Motorola accommodates these criteria in the following ways Course content is focused on how-to, rather than theory :• Class discussions are application based Training incorporates maximum hands-on lab opportunities te Integration of customer specific job aides into the classroom experience and the lab activities, as well as through video support Course design, based on these customer -driven performance objectives, has determined that task -driven courses provide better knowledge retention for the students Because of the course design, students will maintain the knowledge taught and apply it for immediate results that will extend the life of your product OMOTOROLA Confidential and Proprietary CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3.1.3 Types of Training Available Based upon our years of experience, we have determined that the following training will best serve your needs for comprehensive training education Instructor Led Our qualified instructor(s) will lead your students through the requested course tailored to your system Maximal instructor -led lab time has been allocated to help educate students in specific and everyday occurrences of programming, maintenance, and troubleshooting associated with your product Prerequisites We strive to provide a training experience that exceeds your expectations You can help us ensure a positive experience by reviewing prerequisite requirements that are designated in your training plan Prerequisites provide critical foundation knowledge that will be built upon during your classroom training As such, the instructor will not be able to cover content that is included in prerequisites so therefore it is imperative that you complete them If not, your subsequent training class may not provide the desired learning results 3.1.4 Training Plan/Matrix-City of Denton, Texas Course Group N of Sessions Duration Location Date It Of Attendees CENTRACOM Gold Elite Tram the Trainer for 1 1 Denton Texas TBD 4 Alias Database Manager Supervisors (ADM) (One Training Console) 13) ADMIN Administrator (One Training Console) (1) CENTRACOM Gold Elite Tram the Trainer for 1 1 Denton, Texas TBD 3 Console Operator (One Operators and Training Console) Supervisors CENTRACON Gold Elite Utilities Operators 2 1 Denton Texas TBD 4 Operator Utilities (One and Supervisors Training Console) (4 Hour (2 Sessions) Students Per Session) ®MOTOROl.A Confidential and Proprietary CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3,1.5 Course Descriptions In the process of assessing your training needs, Motorola has identified the following course(s) that are necessary to achieve your training goals Attached below are descriptions for each training course, included in this proposal 3 1 5 1 CENTRACOM Gold Elite Console Operator Training Overview This course provides Dispatch Console Operators with an introduction to the dispatch console, its basic operation and to the tailored lob aids available for assistance in operation The learning experience is a mix of video, instructor led facilitation and hands-on activities to help console operators perform common tasks associated with their console's operation Note Course given as customer specific, will cover options pertinent to customer Designed For Train the Trainer for Dispatch Console Operators and Supervisors Learning Objectives Upon completion, the participant will be able to Perform basic operational tasks of the dispatch console Utilize the providedjob aids to perform specific tasks associated with the console 4 Understand a high level view of the system configuration Course Topics d• High level overview of the customer system configuration General console operation 4 Proper operating procedures for specific customer features Program Length 8 Hours QM MOTOROLA Confidential and Pmpnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Prerequisites- 4- None required 3 1 5 2 CENTRACOM Gold Elite Administrative Operator Training Overview This course provides Dispatch Console Operators with an introduction to the dispatch console, its basic operation and to the tailored lob aids available for assistance in operation The learning experience is a rrux of video, instructor led facilitation and hands-on activities to help console operators perform common tasks associated with their console's operation Note Course given as customer specific, will cover options pertinent to customer equipment Designed For. Train the Trainer for Dispatch Console Supervisors Learning Objectives Upon completion, the participant will be able to o� Perform basic operational tasks of Alias Data Base Management Perform basic operational tasks for Console Data Base Manager + Perform basic operational tasks for ADMIN 4 Utilize the provided job aids to perform specific tasks associated with the console •: Understand a high level view of the system configuration Course Topics •3 High level overview of the customer system configuration • General console operation •: Proper operating procedures for specific customer features ©MOTORO/.A Confidential and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Program Length [IFTi7 M Prerequisites None required 3.1.6 Terms and Conditions A successful training event requires that the students have adequate time for hands-on intervention with their equipment The customer or project team shall supply product equipment This includes all necessary test equipment, cables, card extenders, etc A successful training event requires that the students have adequate time for hands-on intervention with their subscriber units The customer or project team shall supply product equipment Motorola's Customer Training Center recommends that there be one subscriber unit available per user present in the training session In the case of console end -user training, Motorola's Customer Training Center recommends that there be at least one console position for every two dispatch operators A successful training event also requires appropriate facilities in which to deliver training The customer or project team will ensure that the necessary equipment (which can include but is not hunted to chalkboard, projector screens, student tables and chairs) is in place for the training event 4 Student materials will be furnished by Motorola's Customer Training Center 5 While it is important that Motorola meets the customer's requested training dates, the final class dates are determined by instructor availability This is especially important when training in a language other than English because of the limited resources available Acknowledging there are costs associated with preparing a training program, Customer agrees to notify Motorola immediately if Customer or project team requires a date change for a scheduled training program In any event, if Customer or project team cancels or reschedules a training program within 30 days prior to the start date of a scheduled program, Customer shall pay Motorola fifty percent of the total fee charged to Customer or project team for that program 7 The effort has been made in advance to gather all relevant information to produce this proposal and is based on information available at this time ®MOTOROLA Confidential and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Additional information made available later may require Motorola to update this proposal and the price 8 All prices are valid through the year 2001 ®IMOTO/i06A Confidential and Propnetary CITY OF DENTON SITE LENS TRAINING ❖ City of Denton Site Lens Training CITY OF DENTON SITE LENS TRAINING 3. SYSTEM TRAINING 3.1 TRAINING 3.1.1 Overview Motorola's Worldwide Learning Services organization dedicates itself exclusively to offering the most comprehensive training available for Motorola's advanced radio equipment We understand that your equipment is a highly sophisticated communications instrument and, as such, requires specialized training to fully realize the equipment's potential Thus, you need quality training that only Motorola delivers for quality Motorola products Instructors Motorola's Customer Training Center offers advanced training facilities, resources, and techniques to help you achieve the maximum potential from your communications investment A successful training experience also requires expertise and dedication on the part of the instructor as well as the trainee At Motorola, our technical instructors have extensive backgrounds in RF communications, tmcrowave technology, telephony, digital logic and microprocessors, as well as computer science Instructors' formal training varies from postgraduate degrees in occupational education and electronics to a variety of military instructor programs Since continuing education is crucial to continued success, Motorola instructors receive more than 100 hours of training annually in communications technology and training techniques Our close relationship with product design and development ensures current, accurate information for every product Efficiency Using Motorola technology to its fullest will assist performance at every level of system operation Over the life of your system, these efficiencies add up to large dollar amounts Receiving the proper training increases your employees' efficiency in their use of the system Integration of Training Motorola's Worldwide Learning Services organization is unmatched in their ability to deliver integrated training packages to virtually any type of client From sophisticated training need analysis to ongoing training throughout the life cycle of your product or system, Motorola's Worldwide Learning Services can help ensure that your investment in training today is an investment for your future ©MOTOROLA Confidential and Propdetary CITY OF DENTON SITE LENS TRAINING 3.1.2 Motorola Advantages Transfer of Knowledge Successful system implementation as well as ongoing system management and maintenance can be greatly enhanced by the careful transfer of knowledge from Motorola in-house experts to system managers, technicians, and end users Critical elements of knowledge transfer include knowledgeable instructors, well - designed courseware, lab activities, and system hardware and software that closely parallel your operating environment integrated with proper system documentation To understand your specific configuration and product features, there is a well-defined communication link between Worldwide Learning Services and Motorola's field personnel This link keeps us apprised of any special issues that arise Applying this approach allows us to provide tailored system manager, technician, dispatcher, and end user training Through careful Needs Analysis, we design and develop training that enables you to become self-reliant with your equipment This training can take place at one of our training centers or at your location Quality of Instructors A careful blending of background, experience and continuous training creates a grounded, intellectually stimulating, and accessible instructor who will professionally deliver your training Understanding that, the instructor will generate a training environment where students feel empowered to learn You can be assured that your Motorola instructor utilizes the Needs Analysis of your product or system The process also ensures that your instructor readily understands the equipment, fashioning a smooth and effective training event Quality of Material Course material performs a vital role in the training process and in the transfer of knowledge to the job site It is not enough for the material to look professional Course curriculum follows a design philosophy that instructors adhere to during the training event Good course materials are easy to use, well integrated into the course design Because Motorola follows research -driven instructional design methodology, our course materials are specifically designed for ease of use and effective transfer of knowledge to the job ®MOTOROLA Confidential and Propnetary CITY OF DENTON SITE LENS TRAINING Course curriculum can be tailored to reflect your individual product We provide relevant documentation pertaining to your product during the training event Knowledge Retention Following a training event, the knowledge learned can sometimes be lost in the transition to the operating environment To maximize retention and transfer to the job, our instructional designers conduct task analyses to determine performance criteria as part of the Motorola design process Motorola's Worldwide Technical Education training methodology is based upon several key criteria. ❖ Course design is driven by an analysis of learner needs Learning objectives are based upon what learners need to accomplish on the job v Our training strategies are based upon maximizing transfer of skills to the job, and retention/reuse of effective learning Motorola accommodates these criteria in the following ways d• Course content is focused on how-to, rather than theory Class discussions are application based S Training incorporates maximum hands-on lab opportunities 4. Integration of customer specific job aides into the classroom experience and the lab activities, as well as through video support Course design, based on these customer -driven performance objectives, has determined that task -driven courses provide better knowledge retention for the students Because of the course design, students will maintain the knowledge taught and apply it for immediate results that will extend the life of your product ©MOTOROLA Confidenhal and Propnetary CITY OF DENTON SITE LENS TRAINING 3.1.3 Types of Training Available Based upon our years of experience, we have determined that the following training will best serve your needs for comprehensive training education Instructor Led Our qualified instructor(s) will lead your students through the requested course tailored to your system Maximal instructor -led lab time has been allocated to help educate students in specific and everyday occurrences of programming, maintenance, and troubleshooting associated with your product Prerequisites We strive to provide a training experience that exceeds your expectations You can help us ensure a positive experience by reviewing prerequisite requirements that are designated in your training plan Prerequisites provide critical foundation knowledge that will be built upon during your classroom training As such, the instructor will not be able to cover content that is included in prerequisites so therefore it is imperative that you complete them If not, your subsequent training class may not provide the desired learning results 3.14 Training Plan/Matrix—City of Denton, Texas Course Group A of Sessions Duration Location Date ft of Allende (days) es Site Lens End User Training Systems Managers 1 2 Denton Texas TBD 2 3.1.5 Course Descriptions In the process of assessing your training needs, Motorola has identified the following course(s) that are necessary to achieve your training goals Attached below are descriptions for the training course, included in this proposal (RMOTonc) . e► Confidential and Propnetary CITY OF DENTON SITE LENS TRAINING 3 1 5 1 Site Lens End User Training Overview This course provides communications management personnel, dispatch supervisors, and dispatchers who will be involved with, or who will operate Site Lens The learning experience is a mix of video, instructor led facilitation and hands-on activities to help operators perform common tasks associated with their Site Lens operation Note Course given as customer specific, will cover options pertinent to customer Designed For Management Personnel and Dispatch Supervisors Learning Objectives Upon completion, the participant will be able to Discuss Motorola Trunked Radio System Fundamentals :• Describe Site Lens hardware and software fundamentals Demonstrate the use of the Site Lens Core Software applications to manage infrastructure and subscriber configuration and view air traffic activity Demonstrate the use of the Site Lens SMT Access application to backup and restore the system database and to use the command line access for managing the central controller r•• Demonstrate the use of the Site Lens RCM application to manage radio dispatch commands Demonstrate the use of the Site Lens Basic Statistics application to view and print radio and system user data Course Topics •3 High level overview of the customer system configuration •% General Site Lens operation d• Proper operating procedures for specific customer features OMOTOR06A Confidential and Propnetary CITY OF DENTON SITE LENS TRAINING Program Length Two (2) 8 hour Days Prerequisites- -* Communication System Concepts (NST021) or equivalent Basic Trunkmg Concepts CD-ROM (TRK 100) or equivalent •b Knowledge of SMARTNET Overview CBT Familiarization with Windows NT operating system 3.1.6 Terms and Conditions A successful training event requires that the students have adequate time for hands-on intervention with their equipment The customer or project team shall supply product equipment This includes all necessary test equipment, cables, card extenders, etc 2 A successful training event requires that the students have adequate time for hands-on intervention with their subscriber units The customer or project team shall supply product equipment Motorola's Customer Training Center recommends that there be one subscriber unit available per user present in the training session In the case of console end -user training, Motorola's Customer Training Center recommends that there be at least one console position for every two dispatch operators A successful training event also requires appropriate facilities in which to deliver training The customer or project team will ensure that the necessary equipment (which can include but is not hrmted to chalkboard, projector, screens, student tables and chairs) is in place for the training event 4 Student materials will be furnished by Motorola's Customer Training Center 5 While it is important that Motorola meets the customer's requested training dates, the final class dates are determined by instructor availability This is especially important when training in a language other than English because of the li nited resources available MOAIOTOROI.A Confidential and Propnetary CITY OF DENTON SITE LENS TRAINING Acknowledging there are costs associated with preparing a training program, Customer agrees to notify Motorola immediately if Customer or project team requires a date change for a scheduled training program In any event, if Customer or project team cancels or reschedules a training program within 30 days prior to the start date of a scheduled program, Customer shall pay Motorola fifty percent of the total fee charged to Customer or project team for that program 7 The effort has been made in advance to gather all relevant information to produce this proposal and is based on information available at this time Additional information made available later may require Motorola to update this proposal and the price 8 All prices are valid through the year 2001 ®MOTOROLA Confidential and Propnetary ORDINANCE NO 60 _ AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER THREE TO THE CONTRACT BETWEEN THE CITY OF DENTON AND MOTOROLA, INC, PROVIDING FOR AN INCREASE IN THE SERVICE PROVIDED AND SCOPE OF WORK, AN INCREASE IN THE CONTRACT AMOUNT, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 11509 — MOTOROLA, INC IN THE AMOUNT OF $837,231 AND CHANGE ORDERS ONE AND TWO IN THE AMOUNT OF $11,110, PLUS CHANGE ORDER THREE IN THE AMOUNT OF $148,945) WHEREAS, on January 2, 2001 (Ordinance 2001-018), the City awarded a Contract for the 800 Mhz Radio System Upgrade & Relocation in the amount of $837,231, and WHEREAS, change orders one and two in the amount of $11,110 were added to the contract, and WHEREAS, the City Manager having recommended to the Council that a change order three be authorized to amend and restate such contract agreement with respects to the contract amount and service provided and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, Now, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1 That the change order three increasing the contract amount and increasing the services provided in the payment schedule of the agreement between the City of Denton and Motorola, Inc, on file in the office of the Purchasing Agent, in the amount of One Hundred Forty Eight Thousand Nine Hundred Forty Five and no/100 Dollars ($148,945), is hereby approved sand the expenditure of funds therefor is hereby authorized The master contract amount is amended to read total amount of $997,286 SECTION 2 The City Manager, or his designee, is authorized to enter into a contract on behalf of the City in accordance with the terms set forth in Section 1 and to expend the funds provided for in Section 1 as per change order three SECTION 3 That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the �Yv day of (I2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY By APUOVE'D AS TO LEGAL FORM HERBERT LP-VDUTY, CITY ATTORNEY 11509 ORDINANCE 2001 R ATTACHMENT 1 CHANGE ORDER FORM Purchaser: Name City of Denton Date, 7/26/01 Address- 901 A Texas Street Denton, TX 76201 Phone, (940)349.7172 Change Order No 8 In accordance with the terms and conditions of the Agreement dated January 24, 2001, the following changes are approved Contract Price Adjustments' ACTUAL PURCHASE ORDER AMOUNT Original Contract Value $f337.500 $837,231 Previous Change Order amounts#1&2 $11,110 $ 11,110 This Change Order # 3 $148,945 $148, 945 New Contract Value $22L62 $997 , 286 Provide Oty 50 MCS-2000 Level II, 7-15 watt SmartNet Single Control Head Remote Mount Mobile w/ 17' cable Provide Qty 6 MCS-2000 Level It, 7.15 watt SmartNet Dual Control Head Remote Mount Mobile removals of i services =' Install of MCS remote radios Programming and Installation of 6 B-link Siren packages Programming and installation of 6 SmartSiren packages ............... ......... ..... _...... --- .... -- --------------------------------------- Total for siren installations = $6,000 This change order is not billable until October 1, 2001 Unless amended above, all other terms and conditions of the Agreement shall remain in full force and effect IN WITNESS WHEREOF, the said parties have caused this Agreement to be executed as of the last day and year signed below City of Denton Purchaser By By, Title Title. Date Date Motorola, Inc. 3