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2001-018 NOTE Contract is attached to original ordinance. NOTE Amended by OrdinanCe NO. 2001-275, ORDINANCE NO ~:~7~/- ~/~ 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 avmlable from one source, including ~tems that are only avmlable 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 dlstnbutmn 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 the following purchase of materials, equipment or supplies, as described in the "Purchase Orders" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved PURCHASE ORDER VENDOR AMOUNT 11509 Motorola $ 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 Pumhaslng Department SECTION HI 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 th~s orthnance shall become effective ~mmed~ately upon ~ts passage and approval PASSED AND APPROVED this the ~,~ ?~t~/ day of ~/7Z~9~--, 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS/, C)TY SECRETARY AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY 11509 - Motorola SOLE SOURCE 2001 Communmatlons System Agreement Communications System Agreement Motorola, Inc, a Delaware corporetmn ("Motorola"), by and through the Un,ted States & Canada Group of ~ts Commercial, Government, and Industnal Solutions Sector ("CGISS"), and the C~ty of Denton, Texas ("Customer') enter ~nto th~s Communications System Agreement (the "Agreement"), effective as of the last date s~gned below (the "Effective Date"), pursuant to which Customer w~ll purchase and Motorola w~ll prowde Customer with a Commumcat~ons System Sect,on 1 EXHIBITS The Exhibits below are hereby ~ncorporated ~nto and made a part of th~s Agreement In interpreting th~s Agreement and resolwng any ambiguities, the mare body of th~s Agreement w~ll take precedence over the Exhibits and any ~ncons~stency between the Exhibits w~ll be resolved ~n the order ~n which the Exhibits appear below Exhibit A Motorola software license agreement ("Software L~cense Agreement") Exhibit B Motorola system descnptmn ("System Descnpt~on"), acceptance test plan ("Acceptance Test Plan" or "ATP"), equipment hst ("Equipment L~st"), and statement of work ("Statement of Work"), dated September 14, 2000 Exhibit C Enhanced Service Support Plan Exhibit D Service Agreement and Software Subscnpbon Agreement Exhibit E C~ty of Denton Gold Ehte Tra~mng Section 2 DEFINITIONS Capltahzed terms used ~n this Agreement and not otherwise defined w~thm the Agreement have the following meanings "Commumcat~ons System" or "System" ~s the communications system descnbed ~n Exhibit B, including the Equipment and Software descnbed ~n the System Descnpt~on, Statement of Work, Acceptance Test Plan and Equipment L~st "Equipment~' ~s the equipment specified m the Equipment L~st included ~n Exhibit B "Motorola Software" ~s software whose copynght ~s owned by Motorola "Non-Motorola Software" ~s software whose copynght ~s owned by a party other than Motorola "Software" ~ncludes Motorola and any Non-Motorola Software that may be furnished w~th the Communications System Sect,on 3 SCOPE OF AGREEMENT A SCOPE OF WORK Motorola w~ll assemble and integrate the Equipment and Software, and dehver, install and test the Communications System at designated Contract No 01-13016-shd Page 1 Rev 04/01/99 Communications System Agreement s~tes, as specified ~n Exhibit B and ~n accordance w~th th~s Agreement Customer will perform its responsibilities as specified ~n Exhibit B and ~n accordance w~th th~s Agreement B CHANGE ORDERS E~ther party may request changes w~th~n the general scope of th~s Agreement If a requested change causes an increase or decrease ~n the cost of or time required for the performance of this Agreement, Motorola and Customer w~ll agree to an equitable adjustment ~n the Agreement pnce or performance schedule, or both Motorola ~s not obhgated to comply w~th requested changes unless and until both part~es execute a wntten change order C ADDITIONAL PRODUCTS For three (3) years after the Effecbve Date of th~s Agreement, Customer may submit purchase orders for additional portable and mobile subscnber products manufactured by Motorola's CGISS which are currently available at the t~me of order If Customer and Motorola have agreed to a convention for processing electronic data ~nterchange ("EDI") transactions, purchase orders may be transmitted electronically Each purchase order must specifically refer to th~s Agreement and w~ll be an offer by Customer subject to Motorola's acceptance Except for pnc~ng and delivery terms, which must be stated on the purchase order, Customer and Motorola agree that the applicable terms of the ma~n body of th~s Agreement w~ll be the only terms and conditions that govern the purchase and sale of products ~denbfled on such purchase orders Customer and Motorola agree that payment for all add~bonal products so purchased w~ll be due w~th~n thirty five (35) days after the date of Motorola's ~nvo~ce for the products D MAINTENANCE SERVICE Dunng the first year after System Acceptance, maintenance services and software support are prowded pursuant to the terms of th~s Agreement, the ESS Plan {Exhibit C) and the apphcable prows~ons of the Service Agreement (Exhibit D) The apphcable prows~ons 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", "R~ght to Subcontract/Assignment", "T~me and Place of Service", and "Warranty" Such services ara ~ncluded ~n the Purchase Pnce After the first year follow~ng System Acceptance, Customer may purchase maintenance services and software support for the Communications System pursuant to a separately executed Service Agreement and Software Subscnpt~on Agreement E MOTOROLA SOFTWARE Any Motorola Software furnished w~ll be I~censed to Customer solely according to the terms and restncbons of the Software L~cense 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 w~ll be subject to the terms and restnct~ons of ~ts copynght owner unless such copynght owner has granted to Motorola the nght to subl~cense such Non-Motorola Software, ~n which case the Software L~cense Agreement (~nclud~ng any addendum to satisfy such copynght owner's requirements) shall apply Contract No 01-13016-shd Page 2 Rev 04/01/99 Communications System Agreement Sechon 4 PERFORMANCE SCHEDULE A Motorola and Customer agree to perform their respons~b~ht~es m accordance w~th the following performance schedule as supplemented by the schedule ~ncluded In the Statement of Work I Motorola w~ll sh~p the Equipment to designated Customer s~te(s) within 10 weeks after the Effective Date of th~s Agreement 2 Motorola w~ll ~nstall the Equipment w~th~n 5 weeks after the Equipment ~s delivered to designated s~te(s) 3 Motorola and Customer w~ll complete acceptance testing w~thm 4 weeks after ~nstallat~on ~s completed B By executing th~s Agreement, Customer authorizes Motorola to proceed w~th the manufacture, assembly, ~ntegrat~on, dehvery, ~nstallabon, and testing of the Communications System No further not~ce to proceed, purchase order, authonzatlon, resolution, or any other action w~ll be required Sect,on $ PAYMENT SCHEDULE A The total contract price ~s $ 837,231 00 Except for the first payment, which ~s due when Customer executes th~s Agreement, Customer agrees to make payments to Motorola within thirty five (35) days after the date of invoices that w~ll be submitted by Motorola according to the following payment schedule 1 15% of the total contract price ~s due when Customer executes th~s Agreement, 2 50% of the total contract price w~ll be ~nvo~ced ~mmed~ately after the Equipment ~s sh~pped from Motorola's fac~ht~es, 3 20% of the total contract pnce w~ll be ~nvo~ced ~mmed~ately after the Equipment ~s ~nstalled at the s~tes specified ~n the Exhibits, and 4 15% of the total contract pnce will be ~nvo~ced ~mmed~ately after System Acceptance B Overdue ~nvo~ces w~ll bear interest at a rate of 10% s~mple ~nterest per annum, unless such rate exceeds the maximum allowed by law, in which case ~t shall be reduced to the maximum allowable rate Section 6 INSTALLATION AND SITE CONDITIONS A In addition to ~ts respons~bil~t~es descnbed ~n the Statement of Work, Customer agrees to prowde a designated proJect d~rector, procure any necessary construcbon permits, building permits, zoning vanances and the hke, provide access to the s~tes ~dent~fled ~n the Exhibits as requested by Motorola, and have such s~tes available for ~nstallat~on of the Equipment by Motorola ~n accordance w~th the performance schedule and Statement of Work Contract No 01-13016-shd Page 3 Rev 04/01/99 Communlcatmns System Agreement B If e~ther Motorola or Customer determines dunng the course of performance of th~s Agreement that the s~tes ~dent~fled ~n the Exhibits ara no longer available or desired, or, ~f subsurface, structural, adverse enwronmental or latent conditions at any s~te d~ffer from those ~nd~cated on the specifications ~n the Exhibits, Motorola and Customer w~ll promptly ~nvest~gate the conditions and jointly select replacement s~tes or adjust the ~nstallat~on plans and specifications as necessary C If Customer and Motorola determine that any change ~n s~tes, site availability, ~nstallat~on plans, or specifications w~ll raqu~ra an adjustment ~n the contract pnce or ~n the t~me raqu~red for the performance of this Agraement, the part~es w~ll agrae to an equitable adjustment ~n the price, performance schedule, or both, and th~s Agraement w~ll be modified in accordance w~th Secbon 3 B of th~s Agreement D Th~s Agreement is predicated upon normal so~l conditions as defined by the version of E I A standard RS-222 in effect on the Effective Date of th~s Agreement Sect,on 7 TRAINING If tralmng ~s included ~n th~s Agreement, Customer agraes to not~fy Motorola ~mmed~ately ~f a date change for a scheduled training program ~s required A charge w~ll apply to a training program rascheduled by Customer less than thirty (30) days pnor to ~ts scheduled start date Section 8 SYSTEM ACCEPTANCE A Motorola will test the Communications System ~n accordance w~th the Acceptance Test Plan System acceptance w~ll occur upon the successful completion of such testing ("System Acceptance") at which t~me both part~es shall promptly execute a certificate of system acceptance If the Acceptance Test Plan ~ncludes separate tests for ~nd~wdual subsystems, both part~es shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems M~nor omissions or variances ~n performance which do not matenally affect the operation of the Communications System as a whole w~ll not postpone System Acceptance Customer and Motorola w~ll jointly prapara a hst of such omissions and variances which Motorola w~ll correct according to an agreed upon schedule B Motorola agraes to not~fy Customer when the Communications System ~s ready for acceptance testing Motorola and Customer agree to commence acceptance testing w~thm fifteen {15) bus,ness days after receiving such not~flcabon If testing ~s delayed for reasons w~th~n the control of Customer or ~ts contractors, agents and consultants for mora than fifteen (15) bus~ness days after notification, final payment w~ll be due w~thln thirty five (35) days after such notification and the Warranty Penod w~ll commence ~mmed~ately C Motorola may, but ~s not obligated to, ~ssue wntten authonzat~on for Customer's use of the Communications System or ~ts subsystem(s) for hm~ted training or testing purposes, pnor to the completion of testing by Motorola Any use of the Communications System w~thout pnor wntten authonzat~on by Motorola shall constitute System Acceptance Contract No 01-13016-shd Page4 Rev 04/01/99 Commumcatmns System Agreement Section 9 WARRANTY A WARRANTY PERIOD Upon System Acceptance, the System Funct~onahty representation descnbed below ~s fulfilled The Equipment and Motorola Software ~s warranted for a penod of one (1) year after System Acceptance ("Warranty Penod") ~n accordance w~th the apphcable hm~ted warrant~es shown below In no event w~ll the warranty penod last longer than eighteen (18) months after the Equipment and Software is sh~pped from Motorola Customer must not~fy Motorola ~n wnt~ng ~f Equipment or Motorola Software does not conform to these warranbes no later than one month after the exp~reflon of the Warranty Penod B SYSTEM FUNCTIONALITY Motorola represents that the Communications System w~ll satisfy the functional requirements ~n Exhibit B Upon System Acceptance, th~s System Funct~onahty representation ~s fulfilled After System Acceptance, the Equipment Warranty set forth below, the Software Warranty set forth ~n the Software L~cense Agreement, and the Enhanced System Support Plan descnbed ~n Exhibit C w~ll apply Motorola w~ll not be responsible for performance deficiencies of the System caused by ancillary equipment not furnmhed by Motorola attached to or used ~n connection w~th the System prowded hereunder Additionally, Motorola w~ll not be responsible for System performance where the funct~onahty ~s reduced for reasons beyond Motorola's control ~ncludmg but not hm~ted to ~) an earthquake, adverse atmosphenc conditions or other natural causes, ~) the construction of a building that adversely affects the m~crowave path rehab~hty or RF coverage, m) the addition of additional frequencies at System s~tes that cause RF ~nterference or ~ntermodulaflon, ~v) Customer changes to load usage and/or conflgurabon outside the parameters specified m Exhibit B, v) any other act of part~es who are beyond Motorola's control, including Customer or ~ts employees, contractors, consultants or agents C EQUIPMENT WARRANTY Motorola warrants the Equipment against matenal defects m matenal and workmanship under normal use and service dunng the Warranty Penod Unless otherwise specified ~n wnt~ng, the Warranty Penod for non- Motorola manufactured Equipment w~ll be as stated m th~s Section At no add~tmnal charge and at ~ts option, Motorola w~ll e~ther repair the defective Equipment, replace ~t w~th the same or equivalent Equipment, or refund the purchase pnce of the defective Equipment, and such action on the part of Motorola w~ll be the full extent of Motorola's hab~hty hereunder Repaired or replaced Equipment ~s warranted for the balance of the ong~nal apphcable warranty penod 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 ~n other than ~ts normal and customary manner b) Defects or damage occurnng from m~suse, accident, water, or neglect c) Defects or damage occurnng from testing, operation, maintenance, ~nstallat~on, alteration, modification, or adJustment not prowded by Motorola pursuant to th~s Commumcat~ons System Agreement Contract No 01-13016-shd Page 5 Rev 04/01/99 Communicatmns aystem Agreement d) Breakage or damage to antennas unless caused d~rectly by defects ~n material or workmanship e) Equipment that has been subjected to unauthonzed Equipment modifications, d~sassembly or repairs (including the addition to the Equipment of non-Motorola supphed equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere w~th Motorola's normal warranty inspectmn and testing of the Equipment to venfy 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 Equipment which, due to ~llegal or unauthorized alteration of the software/firmware m the Equipment, does not function ~n accordance w~th Motorola's pubhshed specifications or w~th the FCC type acceptance labehng ~n effect for the Equipment at the t~me the Equipment was ~n~bally d~stnbuted from Motorola j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operatmn of the Equipment k) Software I) Normal and customary wear and tear D YEAR 2000 EXPRESS WARRANTY Dunng the Warranty Penod, Motorola warrants that each hardware, software, and firmware product dehvered under th~s Agreement ("Product") shall be able to accurately process date data (~ncludmg, but not hm~ted to, calculating, companng, and sequencing) from, ~nto, and between the year 1999 and the year 2000, ~nclud~ng leap year calculations, when used ~n accordance w~th the Product documentation provided by Motorola, prowded that all products (e g, hardware, software, firmware) used ~n combination w~th such Product properly exchange date data w~th ~t All Product manufactured by part~es other than Motorola are warranted hereunder based upon Year 2000 statements, representations, and warrent~es made by these partras to Motorola Motorola has not verified the content of those Year 2000 statements but ~s merely repubhshmg those statements, representations, and warrant~es for purposes of th~s warranty For any Product that ut~hzes third party computer operet~ng system software, such as M~crosoft Windows NT 4 0 or W~ndows 95, that third party software ~s warranted only w~th respect to the specific functions of ~t that are necessary ~n the performance of the Communication System prowded under th~s Agreement The remedies available for breach of th~s warranty shall be as defined ~n, and subject to, the terms and hm~taflons of the Equipment Warranty provided above Except as prowded here~n, nothing in th~s warranty statement shall be construed to hm~t any rights or remedies prowded elsewhere ~n th~s Agreement w~th 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 ~s warranted ~n accordance with the terms of the Software L~cense Agreement attached as Exhibit A F These express hm~ted warranties as set forth in th~s Section are extended by Motorola to the ongmal end user purchasing or leasing the System for commercial, ~ndustnal, or governmental use only, and ~s not assignable or transferable These are the complete warrant~es for the Equipment and Software prowded pursuant to th~s 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") hcenses and authonzabons required for installation and use of the Communmat~ons System pnor to the scheduled ~nstallat~on of the Equipment Although Motorola may assist ~n the praparat~on of hcense apphcat~ons, ~n no event w~ll Motorola or any of ~ts employees be an agent or reprasentat~ve of Customer ~n FCC matters Customer ~s solely responsible for obtaining all FCC hcenses and for complying w~th FCC rules Sect,on 11 DELAYS A Successful project ~mplementat~on w~ll require cooperation and fairness between the part~es Because ~t m ~mpractmal to prowde for every contingency which may arise dunng the course of performance of th~s Agreement, the part~es agree to not~fy the other ~f they become aware that any condition w~ll s~gn~flcantly delay performance The part~es w~ll agree to reasonable extensions of the project schedule by executing a written change order B Under no c~rcumstances w~ll e~ther party be responsible for delays or lack of performance rasult~ng from events beyond the reasonable control of that party ("Excusable Delays") Such events ~nclude, but ara not hm~ted to, acts of God, weather conditions, comphance w~th laws and regulations (excluding Customer's failure to properly and t~mely apply for all required FCC hcenses), governmental action, b~d protests, fire, stnkes, lock-outs, and other labor d~srupt~ons, matenal shortages, nots, acts of war, arid an Excusable Delay of a Motorola subcontractor C Customer w~ll make available to Motorola the s~tes when scheduled and Customer w~ll not otherwise unreasonably delay or prevent Motorola's performance of ~ts responslb~htms In the event of a Customer delay dunng the t~me of shipment, Motorola may sh~p the equipment as scheduled to a location as designated by the contract No 01-13016-shd Page 7 Rev 04/01/99 Communlcetmns System Agreement Customer If Customer delays Motorola's performance, the performance schedule w~ll be extended, the Customer w~ll make the m~lestone payments as ~f no delay occurred and ~n the event the delay ~s s~xty (60) days or more and ~s the sole cause of the customer then the parbes w~ll execute a Change Order to compensate Motorola for reasonable charges ~ncurred because of such delays Such charges ~nclude, but are not hm~ted to, costs ~ncurred by Motorola and/or ~ts subcontractors for additional freight, warehousing and handhng, suspending and re-mob~hzmg the work, additional eng~neenng and standby t~me calculated at then current man-day rates, and preparing and ~mplement~ng a "work around" plan Sectmn 12 DEFAULT A If Motorola fa~ls to complete dehvery, installation or acceptance testing ~n accordance w~th th~s Agreement, Customer may consider Motorola to be ~n default, unless such failure has been caused by an Excusable Delay Customer agrees to g~ve Motorola written not~ce of such default Motorola w~ll have thirty (30) days from the receipt of such not~ce to provide a plan of acbon that ~s acceptable to Customer to cure the default B If Motorola fa~ls to cure the default, Customer may terminate any unfulfilled portion of th~s Agreement If Customer completes the Communications System through a third party, Customer may recover the reasonable costs of completing the Commumcat[ons System to a capab~hty not exceeding that specified ~n the Agreement, less the unpaid port,on of the Contract Pnce Customer agrees to use ~ts best efforts to m~t~gate such costs Motorola's hab~l~ty under th~s Section ~s subject to the hm~tat~ons of the Section entitled L~m~tat~on of L~ab[hty of th~s 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 ~ndemmfles and saves Customer harmless from all hab~ht~es whmh may accrue against Customer on account of d~rect physmal damage to tangible property or personal ~n.lury to the extent the damage or ~njury ~s caused by Motorola's neghgence or recklessness, or that of ~ts employees, subcontractors, or agents wh~le on the Customer's premises dunng the dehvery, ~nstallat~on, or testing of the Communications System pursuant to this Agreement B PATENT AND COPYRIGHT INFRINGEMENT Motorola w~ll defend, at ~ts own expense, any su~t brought against the Customer to the extent that ~t ~s based on a claim that the Equipment or Motorola Software ~nfnnge a Un~ted States patent or copynght, and Motorola w~ll pay those costs and damages finally awarded against the Customer ~n any such su~t which are attnbutable to any such claim, but such defense and payments are conditioned on the following ~) Motorola must be not~fled promptly ~n wntmg by Customer of any not~ce of such claim, .) Motorola w~ll have sole control of the defense of such su~t and all negotiations for ~ts settlement or compromise, and ,0 should the Equipment or Motorola Software become, or ~n Motorola's op~mon be I~kely to become, the subject of a claim of ~nfnngement of a Un~ted States patent or copynght, Customer w~ll permit Motorola, at ~ts option and Contract No 01-13016-shd Page 8 Rev 04/01/99 Communmatmns System Agreement expense, e~ther 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- ~nfnng~ng or to grant Customer a credit for the Equipment or Motorola Software as depreciated and accept ~ts return The depreciation amount w~ll be based upon generally accepted accounting standards for such Equipment and Software Motorola w~ll have no hab~hty w~th respect to any claim of patent or copynght ~nfnngement which ~s based upon the combination of the Equipment or Motorola Software furnished hereunder w~th software, apparatus or dewces not furnished by Motorola, nor w~ll Motorola have any hab~hty for the use of ancillary equipment or software not furmshed by Motorola which ~s attached to or used ~n connection w~th the Equipment The foregoing states the entire hab~hty of Motorola w~th respect to ~nfnngement of patents and copynghts by the Equipment and Motorola Software or any parts thereof C Motorola's ~ndemn~fmat~on of Customer under th~s Section w~ll be the full extent of Motorola's ~ndemn~fmat~on of Customer from hab~ht~es that are ~n any way related to Motorola's performance under th~s Agreement Section 14 DISPUTES A Motorola and Customer w~ll attempt to settle any claim or controversy ans~ng from th~s Agreement through consultation and negotiation ~n good faith and a spent of mutual cooperation If those attempts fa~l, the d~spute w~ll be mediated by a mediator chosen jointly by Motorola and Customer w~thm thirty days after notice by one of the parties demanding non-b~nd~ng mediation Neither party may unreasonably w~thhold consent to the select~on of a mediator, and Motorola and Customer w~ll share the cost of the mediation equally The part[es may postpone mediation until they have completed some specified but hm~ted d~scovery about the d~spute The part~es may also replace mediation w~th some other form of non- b~nd~ng alternate dispute resolution ("ADR") procedure B Any d~spute that cannot be resolved between the part~es through negotiation or mediation w~th~n two months after the date of the ~n~t~al demand for non-b~nd~ng mediation may then be submitted by either party to a court of competent junsdlctlon in the State ~n whmh the Communications System ~s installed Each party consents to junsd~ct~on over it by such a court The use of any ADR procedures w~ll not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the nghts of e~ther party Either party may resort to the judicial proceedings described ~n th~s paragraph prior to the expiration of the two-month ADR penod if (a) good faith efforts to attempt resolution of the d~spute under these procedures have been unsuccessful or (b) interim rehef from the court ~s necessary to prevent senous and ~rreparable injury to such party or any of ~ts afl, hates, agents, employees, customers, supphers, or subcontractors Section 15 LIMITATION OF LIABILITY Notwithstanding any other prows~on to th~s Agreement, except for personal ~njury or death, Motorola's total hab~hty, whether for breach of contract, warranty, negligence, strict hab~hty ~n tort, mdemn~fmat~on, or otherwise, w~ll be hmlted to the d~rect damages recoverable under law, but not to exceed the price of the Equipment or services w~th respect to which losses or damages are cla~med IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL Contract No 01-13016-shd Page9 Rev 04/01/99 Communmat~ons System Agreement LOSS, LOST PROFITS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE O USE OF THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOR(:: .A PURSUANT TO THIS AGREEMENT This L~m~tat~on of L~ab~l~ty w~ll survive the ex 3~rat~on or termination of th~s Agreement No action for a breach of thru Agreement or ~therw~se relating to the transactions contemplated by th~s Agreement may be brought more than one year after the accrual of such cause of action except for money due ~pon an open account Section 16 GENERAL A TITLE AND RISK OF LC SS T~tle to the Equipment w~ll pass to Customer upon shipment of the Equ~pmer t, except that t~tle to Software w~ll not pass to Customer at any t~me R~sk of loss w~ll pass to Customer upon dehvery of the Equipment to the fac~ht~es designated by CL stomer B TAXES The pumhase pti :e does not ~nclude any amount for federal, state, or local excme, sales, lease, serv~ :e, rental, use, property, occupabon, or other taxes, all of which (other than federal, state, and local taxes based on Motorola's ~ncome or net worth) w~ll be pa~d by Cu.~ tomer except as exempt by law If Motorola ~s required to pay or bear the burden of any such taxes, Motorola w~ll send an ~nvo~ce to Customer and Customer ~v~ll pay to Motorola the amount of such taxes (~nclud~ng any interest and penalties w~th~n thirty days after the date of the ~nvo~ce Customer w~ll be solely respons~bl~ for reporting the Equipment for personal property tax purposes C CONFIDENTIAL INFORI~ ATION Customer w~ll not d~sclose any matenal or ~nformat~on ~dent~fled as tv otorola propnetary and confldenbal to third part~es w~thout Motorola's pnor wntten permission, unless Motorola makes such matenal or ~nformation pubhc or d~scl )sure ~s required by law If Customer ~s required by law to d~sclose such matenal or informabon, Customer w~ll not~fy Motorola pnor to such dmclosure D DISCLAIMER OF LICEN.~ E Except as exphc~tly prowded ~n the Motorola Software L~cense Agreement ~ncluc ad m Exhibit A, nothing ~n th~s Agreement w~ll be deemed to grant, either d~rectly or ~3y impl~catmn, estoppel, or otherwise, any hcense or nght under any patents, pater t apphcat~ons, copynghts, trade marks, trade secrets or other intellectual property 3f Motorola E ASSIGNABILITY Th~s Ag'eement may not be assigned by e~ther party w~thout the pnor consent of the other party except that Motorola may assign th~s Agreement to any of ~ts affihates or ~t, nght to receive payment w~thout the pnor consent of Customer F WAIVER Failure or dela~ by e~ther party to exercise any nght or power under th~s Agreement w~ll not operat~ as a waiver of such nght or power G SEVERABILITY If any =ort~on of th~s Agreement ~s held to be ~nvahd or unenforceable, that provl~ 3n w~ll be considered severable and the remainder of th~s Agreement w~ll remain ~n L~ll fome and effect as ~f the mvahd prowsmn were not part of th~s Agreement Contract No 01-13016-shd Page 10 Rev 04/01/99 Communmat~ons System Agreement H HEADINGS AND SECTION REFERENCES The headings g~ven to the sections of th~s Agreement are ~nserted only for convenience and are not to be construed as part of th~s Agreement or as a hm~tat~on of the scope of the particular Section to which the heading refers ENTIRE AGREEMENT Th~s Agreement 0nclud~ng the Exhibits) constitutes the enbre agreement of the part~es regarding the subject matter of th~s Agreement and supersedes all previous agreements and understandings, whether wntten or oral, ralat~ng to such subject matter Th~s Agreement may be altered, amended, or modified only by a wntten mstrument signed by the duly authonzed representatives of both part~es J GOVERNING LAW Th~s Agreement will be governed by and construed ~n accordance with the laws of the State to which the Equipment ~s sh~pped K NOTICES Notmes authonzed or required under th~s Agreement must be ~n wnbng and sent to the below addresses The C~ty of Denton Motorola, Inc Attn Manager of Communications Attn Contract and Compliance Manager Denton Mumcpal Electric 9980 Carroll Canyon Road 901-A Texas San D~ego, Ca 92131 Denton, Texas 76201 In witness whereof, the part~es have caused duly authorized representatives to execute th~s Agreement on the dates set forth below IN WITNESS CIt'~f Denton, Texas / Motorola, Inc Name N/]/c h a e~,l~ Oez Name Title Clty ~anager Title AREA CONTROLLER II£VIE,~D ~.HO.~PII~ED AS T% FOR~ JENNTF:~R WACT~,R$, CITY SECRETARY ,~ITT t, AOTOROI~ AD?~O¥~D AS TO ~GAL ~O~L~ Contract No 01-13018-shd Page 11 Rev 04/01/99 ~ ~ ,~ EXHIBIT A ~ ~8OFTWARE LICENSE AGREEMENT Exhibit A Software License Agreement Th~s Software L~cense Agreement ~s between Motorola, Inc, a Delaware corporation ("Motorola"), and the C~ty of Denton, Texas Section 1 SCOPE L~censee may acqu~ra from Motorola's Commercial, Government, and Industrial Solubons Sector ("CGISS") radio commun~catlon products ("Products") that contain embedded or pre- loaded Motorola software such as ~n a ROM, PROM, or EPROM, or other Motorola software prowded on med~a such as a floppy d~sk, tape, d~skette, or CD-ROM All such software (~nclud~ng Radio Service Software and FLASHport~ Software) ~s referred to as "Motorola Software" In addition, third party software may be ~ncluded which Motorola does not own but ~s licensed to dlstnbute The terms of th~s Agreement apply to any such third party software unless an additional hcense agreement pertaining to the third party software ~s enclosed, in which case the terms of such hcense apply to sa~d third party software Th~s Agreement contains the terms under which L~censee may use Motorola Software acquired from CGISS Section 2 GRANT OF LICENSE Motorola hereby grants to L~censee a personal, non-exclusive Imense under Motorola's apphcable propnetary nghts to use Motorola Software ~n accordance w~th the terms of th~s Agreement Section 3 LIMITATIONS ON USE L~censee may use Motorola Software only for L~censee's ~ntemal business purposes and only as descnbed ~n the Motorola Software or Product documentation Any other use of Motorola Software ~s stncfly prohibited and w~ll be deemed a breach of th~s Agreement L~censee may not copy, modify, adapt, merge w~th other software, reverse engineer, prepare denvat~ve works of, or d~sassemble any Motorola Software for any reason, except that L~censee may make at most two cop~es of Motorola Software provided w~th ~nfrestructure equipment for back-up purposes L~censee must purchase a copy of Radio Service Software for each s~te at which L~censee uses Radio Service Software, L~censee may make one additional copy for each computer owned or controlled,by Licensee at each such s~te L~censee may temporanly use Radio Service Software on portable or lap-top computers at other s~tes Pnor to acqulnng any Radio Service Software or upon Motorola's request, L~censee must prowde a wntten hst of all sites where L~censee uses or ~ntends to use Radio Service Software Licensee must reproduce all Motorola copynght and trademark notices on all cop~es of Motorola Software Section 4 TRANSFERS If Licensee transfers ownership of Products to a third party, L~censee may assign ~ts nghts to use Motorola Software (other than Radio Service Software and FLASHport® Software) embedded ~n or furnished for use with those Products provided that (a) L~censee transfers all cop~es of Such Motorola Software to the new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request) completed and s~gned by the new owner Otherwise, L~censee may not transfer or make available any Motorola Software to any third party Section $ OWNERSHIP AND TITLE T~tle to all ,cop~es of Motorola Software in any form, ~nclud~ng all nghts ~n patents, copynghts, trade secrets, and other ~ntellectual properties, remains vested exclusively in Motorola Section 6 CONFIDENTIALITY L~censee acknowledges that all Motorola Software contains valuable propnetary ~nformat~on and trade secrets and that unauthonzed dissem~nabon, d~stnbuflon, modification, reverse eng~neenng, d~sassembly, or other ~mproper use of Motorola Software w~]l result in ~rreparable harm to Motorola for which monetary damages would be ~nadequate Accordingly, Licensee will t~m~t access to Motorola Software to those of its employees and agents who need to use Motorola Software for Licensee's Internal bus~ness purposes, and L~censee w~ll take appropriate action with those employees and agents to preserve the confldent[ahty of Motorola Software Section 7 LIMITED WARRANTY For the first 120 days after ~n~tlal shipment of Motorola Software, or, ~f the Motorola Software is prowded pursuant to a Communications System Agreement or Communications Equipment Agreement between Motorola and L~censee, for the Warranty Penod specified in such Agreement, Motorola warrants that the Motorola Software, when used properly, w~ll be free from reproducible defects that ehm~nates the functlonahty of a feature cnbcal to the pnmary funct~onahty of a system The pnmary functionality of a voice communication system ~s subscnber-to-subscnber, subscnber-to-d~spatcher, and d~spatcher-to-subscrlber voice commun~cabon The primary funcbonallty of a data system ~s point-to-point data transmission Motorola does not warrant that L~censee's use of the Motorola Software or the Products w~ll be uninterrupted or error-frae or that the Motorola Software or the Products w~ll meet L~censee's particular requ~raments Th~s hm~ted software warranty does not include any warranty covenng the processing of date data from, ~nto, and between the year 1999 and the year 2000 Any such warranty would be prowded 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 L~censee's nght to use Motorola Software w~ll beg~n when L~censee sends a duly executed copy of this Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to L~censee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and w~ll conbnue ~n perpetuity unless terminated as follows L~censee's nght to use Motorola Software will terminate w~thout not~ce upon a breach of th~s Agreement by Lmensee In addition, if Lmensee breaches th~s Agreement with respect to Radio Serwce Software or FLASHport~ Software, Motorola may, by nobce to L~censee, terminate L~censee's nght to use such Motorola Software Upon termination, Motorola will be entitled to ~mmedlate inlunct~ve rehef w~thOut prowng damages and, unless Lmensee ~s a sovereign government entity, Motorola w~ll have the right to repossess all Radio Servme Software and FLASHport~ Software ~n Licensee's possession Within thirty days after term~natlon of Lmensee's nght to use any Motorola Software, Licensee must certify ~n wnt~ng to Motorola that all cop~es of such Motoro[a Software have been returned to Motorola or destroyed Section 10 NOTICES All notices, consents, and waivers permitted or required under th~s Agreement will be deemed g~ven upon receipt and must be delivered ~n wnt~ng to the below addresses Change of address must be ~n wnt~ng to the other party The C~ty of Denton, Texas Motorola,lnc Attn Manager of Commumcat~ons Attn Contracts and Comphance 90~1A Texas Street 990 Carroll Canyon Road Denton, Texas 76201 San D~ego, Ca 92131 Sectmn 1 '1 GENERAL A COPYRIGHT NOTICES The existence of a copyright notice on Motorola Software will not be construed as an admms~on or presumption that public d~sclosure of Motorola Software or any trade secrets associated w~th Motorola Software has occurred B CAUSES OF ACTION Licensee must bnng any actmn under th~s 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 ~ts rights or subcontract any of its obligations under th~s Agreement, or encumber or sell any of ~ts nghts ~n any Motorola Software, w~thout pnor notice to or consent of L~censee E ENTIRE AGREEMENT AND AMENDMENT Th~s Agreement contains the part~es' entire agreement regarding Licensee's use of Motorola Software and may be amended only in a writing signed by both part~es, except that Motorola may modify thls Agreement as necessary to comply w~th apphcable laws and regulations ~nclud~ng FCC regulations F GOVERNING LAW Th~s Agreement w~ll be governed by the laws of the Umted States of America to the extent that they apply and otherwise by the laws of the State to which the Equipment ~s sh~pped In /ltness whereof, the pa~ie~, rave caused duly authonzed representahve to execu on the dates s~ ~o~h below /~ ~ Motorola, lnc By ' By Name ~ ~;~} Name Title Title Date ' ~ ? Date TO [ BY: C,ty of Denton, Texas Single Site Trunk~ng System Description System Overview: The proposed C~ty of Denton Commumcat~on System w~ll be an 800 MHz, s~ngle, site, e~ght (8) channel Trunked Radio System The system contains e~ght (8) Quantar repeaters and one (1) SMARTNET II MTC 3600 Trunked Central Controller to be located at the Pnmeco s~te Moreover, The proposal includes five (5) Centracom Gold Sones Ehte Consoles co-located with a Central Electromc Bank (CEB) at the Police Department One (1) Remote Gold Ehte Operator pos~hon is provided to be ~nstalled at the Ut~hty D~spatch Center at 1701C Spencer Road, Denton, Texas Three (3) Premlsys Channel Banks are ~ncluded to interface w~th two T1 hnks The first hnk connects the Pohce Department to the McKenna Park S~te and the second hnk connects the Pohce Department to Ubhty D~spatch at 1701C Spencer Road, Denton, Texas The City of Denton shall provide the hnk between the s~tes as mentioned above If the hnk provided is a F~ber Optic I~nk, then it is the responslblhty of City of Denton to prowde an Electric T1 interface at each end of the hnk 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 malfuncbomng of the system due to the performance of the antenna A S~ngle user Site Lens system ~s ~ncluded in th~s proposal to prowde flexible control and management capab~ht~es Th~s proposal includes the following S~te Lens software packages Software Select Inhibit Enhances the security of the commumcabon system and protects sensitive commumcabons ~f radio ~s lost or stolen This feature allows the d~spatcher to remotely disable the radio A d~spatcher can prohibit the radio from operabng on the system Remstabng inhibited radios requires a s~ngle command from the dispatcher *.** Software Basic Stabstlcs Allows the Site Lens terminal to collect radio traffic statlsbcs and store this information Th~s feature can enhance producbwty by helping managers to ~dentlfy traffic and m~sused radios Software Radio Control Manager Permits users to execute dynam~c radio commands and allow them to manage and control their system System Equipment. C~ty of Denton shall provide all AC power service and surge protection at all s~tes hsted below Moreover, C~ty of Denton shall prowde a s~ngle point system ground of (5) ohms or less, to be used on all fixed equipment supphed by Motorola o;, McKenna Park S~te It ~s the respons~b~hty of City of Denton to prowde the adequate space at the equipment shelter that should meet Motorola R56 Safety Standards Motorola will provide the following equipment to be ~nstalled at the tower s~te **,* One (1) SMARTNET II MTC 3600 Trunked Central Controller *~* E~ght (8) 100 Watt Quantar Repeaters o,** Ohe (1) Premmys Channel Bank o:* One (1) Three Phase 120/208 VAC S~te Surge Protector *:* Antenna Systems [3 One (1) 250-foot run of 1-1/4 inch LDF Transmission Line [3 I One (1) Celwave WIJD860-S 10 Channels Combiner One (1) 250-foot run of 7/8 inch LDF Receive L~ne One (1) Celwave/Motorola 24-channel Multlcoupler with Tower Pre-Amp [3 One (1) 250-foot run of 3/8 inch LDF Test Line [3 Ail Required Jumpers, Connecbons, and Surge Protecbon *.** D!spatch Center at the Pohce Department It ~s the respons~b~hty of C~ty of Denton to prowde the adequate space to accommodate the Central Electronic Bank (CEB) and the operator pos~t~ons Motorola will provide the following equipment to be ~nstalled at the D~spatch Center One (1) Premlsys Channel Bank Central Electronics Bank (CEB) that includes [3 Three (3) Card Cages D Interface cards to perform logging of sixteen (16) talkgroups to the exmt~ng logging recorder at the Pohce Stabon D Interface for a Smart Phone Service l; All necessary interface Cards (The CEB does not ~nclude an ~nterface to any conventional channels) *:*Consoles ~ n F~ve (5) Centracom Gold Senes Ehte Console [3 One (1) Centracom Gold Series Ehte Server Site Lens , E] One (1) Hewlett Packard 350MHz 128 RAM 4 3GB PC D One(l) 19" Monitor D One (1) Hewlett Packard Desk Jet Pnnter ~ Two (2) Radio Interface Module (RIM II) D Two (2) MCS2000 Mobde Radio ,~ n Two (2) 800 MHz Omm Umty Gain Antenna System .:. Utdity Dispatch It ~s the respons~bd~ty of City of Denton to prowde the adequate space to accommodate the Prem~sys Channel Bank and the remote operator pos~t~on Motorola wdl provide the following equipment to be ~nstalled at the D~spatch Center *:o One (1) Premlsys Channel Bank *;* One (1) Centracom Gold Senes Ehte Console System Operation: SMARTNET Motorola's SMARTNET ~s a computer-managed w~reless system of radios designed for efficient and flex~ble voice commumcabons over a wlde geographical area SMARTNET ~s a "trunkmg" technology that utd~zes advanced s~gnahng techmques to prowde many excepbonal features and benefits to system users A major benefit of trunkmg ~s that ~t allows many radio users to share a hm~ted number of channels on an "as needed" bas~s SMARTNET trunklng has resulted ~n optimum spectrum efficiency and rap~d system access It has also made possible the growth of a s~ngle-agency's system into one capable of supporting mulbple agencies Therefore, all mobde and portable radio operations and mdwldual department requirements are sabsfied w~th the level of ~nterhntra department commun~cabons trunkmg technology prowdes Basic Features Even with all the advantages trunkmg has to offer, a Smartnet radio is still easy to use That ~s 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 wa~ts for the go-ahead tone and begins speaking It ~s that s~mple The user does not have to monitor the channel before transm~tbng S~mple operatron ~s ~mportant 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 2,000 talkgroups and up to 48,000 As your system needs change, you can individual users Without pnonty ~aslly reconflgure the talkgroups and: 'nomtor, 4,000 talkgroups are :he users assigned to different groups !oss!.b!e .............................................. The SMARTNET Il system Is capable :uture system expansion to meet. 3f operating in configurations up to a maximum of 28 channels 'lemands for system growth 3ush-to-Talk (PTT) unit ID displa~ LImt ID Dlsplay/Ahas allows a d~spatcher to wew the users ID; ~_n.d ahas lelecbve radio inh~b~t allows the system ~uperv~soddlspatcher to selectlvely~ Selecbve Radio Inhibit :leny an ~ndlwdual radio (i e lost ~tolen) access to the trunked radl¢ System l'he dispatcher is ~mmed~ateJy nobfle¢ Emergency Call/Alarm ~f the emergency status by an audible ~lert and v~sual d~splay of the ~mergency caller's ID at the console t ~s unnecessary for the radio operato~ Busy Queue and Call Back :o waste valuable time repeflt~vel~ (eying h~s radio in an effort to ga~r ;hannel access ~adlos can be temporanly moved ~nt¢ Dynamic Regrouping :alkgroups not even programmed ~ntc he radio vlotorola's SMARTNET II trunk~nc ~ystems have been designed for easy LJpgradable system for long term Jpgradablhty to grow as your needs value :hange Thru allows a SMARTNET II ~vstem to expand Into a wide-area I]1 111111 Ih IPlllrllhl illllhlll iH ~ 191~lnl~l I............ ' ~MARTNET Or smartz°ne ~i~;t;~n lwltho~ut rep!acing yeq~.~nt!re system Basic SMARTNET Operation SMARTNET basically consists of a central controller computer MTC3600 and QUANTAR radio repeaters One of these repeaters ~s dedicated as a d~g~tal control channel and ~s not avadable for voice calls The control channel sends and receives d~g~tat ~nformabon allowing all the radios to be in constant commumcabon with the central control[er The digital control channel operates at a data rate of 3600 bits per second (bps) Motorola determined that 3600 bps ~s the most effective data rate to transmit d~gltal control channel ~nformabon Instead of using one standard data rate for all data transmissions, Motorola uses the best data rate for the apphcat~on In a typical call sequence, all the radios are already commun~cabng on the col3trol channel w~th the central controller by sending and receiving d~gltal mformabon Th~s is how the central controller knows which radios are turned on and which group each user wants to communicate with Th~s ensures that desired commun~cabons are not m~ssed At th~s point no one is talking, so all the radios are muted while the digital commumcatlon is taking place w~th the central controller So far, the user has not taken any acbon to ~nltlate 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 ~nto 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 ~nstruct~ng all the radios in that group to switch automatically to the assigned repeater's frequency In the Call Request Sequence, all radios ~n the caller's group automatically sw~tch 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 sw~tches back to the control channel frequency and the assigned repeater is freed up for another call SMARTNET operates by ass~gmng radio channels to user-groups only during the time a call is actually taking place When a group ~s not involved m ,an active transmission, all users ~n that group w~ll be monitoring the system control channel Th~s control channel [sa single RF channel that ~s continually transm~tbng 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 prowd~ng conversabon privacy SMARTNET controller and trunk~ng capablht~es allow users to access the system efficiently, even dunng 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) MTO 3600 Controllers are the central call processing equipment that use advanced Compact PCl technology and rehable s~gnal~ng techniques In providing trunked operation ~n Slmulcast Radio Systems When combined w~th other equipment, the MTC 3600 Controllers y~eld leading edge trunked radio operabon, system management, and control In addition to supporbng features I~ke 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 ~n a 14" H x 14" D x 19" W card cage With only one repeater interface card per 7 channels upgrading ~s s~mple au~antar The QUANTARTM base station/repeater ~s one of Motorola's most SOl~hlst~cated w~reless ~nfrastructure components It offers the following general features n Software Flex~blhty ,O Small Space Requirements Mlgratab~hty n Multiple Apphcabons O Modularity Motorola's QUANTAR is composed of modules that are hnked and driven by jlnternal software The QUANTAR was developed to prowde certain advantages over earher base stations Among these are the following SyRtem reliability - QUANTAR meets the highest level of component and workmanship quality, ensunng maximum up t~me The QUANTAR has a rugged demgn, shielded modules, and all metal construcbon The station has been designed and tested to w~thstand v~brat~on and dust enwronments Technology migration capab~lity - W~th QUANTAR, you can budd the system you need today and easily add new modules or modify the software to m~grate your system to meet future requirements without replacing the QUANTAR repeaters QUANTAR's modular, software-driven design prowdes system configuration flexlbdlty It can be reconflgured from analog to d~g~tal and from wide channel spacing to narrow channel spacing Easy maintenance - QUANTAR's modularity also makes troubleshooting, maintenance, and repair efficient and effective QUANTAR performs internal dlagnosbcs and self-corrects m~nor discrepancies Its minimal maintenance and sen/ice requirements result ~n a h~ghly rehable, easy to mmnta~n stabon Effiment use of space A QUANTAR requires much less space than a traditional sized repeater and ~t weighs only 55 pounds The QUANTAR fits ~nto a standard 19-tach rack and ~s only 8 75 inches high and 14 2 ~nches deep Th~s unit's compact design allows up to e~ght stations to be mounted on a s~ngle 7- foot open rack TeNSr (Premlsys Channel Bank) The Telecommumcabons Network Server (TeNSr) provides access to a T1/E1 network w~th a variety of user ~nterfaces and enhanced serwces that are not available on traditional network access devices It physically resides at the customer premises provides the hnk between the user's equipment and the network fac~htles The TeNSr ~s a powerful and flex~ble commumcat~ons platform that can support, ~ntegrate, and expand multiple apphcabons and services Telecommumcat~ons systems can be dlwded ~nto two d~st~nct areas of respons~blhty, the user s~de and the network side Typically, the network side is owned by a common carrier hke AT&T, MCI or Sprint, a local serwce provider hke 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 d~verse needs at the user/network ~nterface w~th a s~ngle, less capital intensive device Before the advent of the TeNSr, a huge array of hardware was necessary between the user equipment and the network Th~s requlrad the user to ~nvest ~n many devices, and ~newtably face the problems of hardware obsolescence, without any investment protecbon Th~s also presented space and connecbv~ty problems The TeNSr was developed to address these problems An examp/e of how the TeNSr might be used at the user/network ~nterface Two (2) T-1 channel banks ara proposed to connect the CEB at the D~spatch Center to the Central Controller at the tower s~te It ~s the respons~b~hty of the C~ty of Denton, Texas to provide one (1) T-1 circuit between the two (2) channel banks The following table hsts the mandatory Motorola Speclflcabons for the T-1 c~rcu~t )rowded PARAMETER MEASUREMENT VALUE Bit Error Rate - BER 1 x 10 '~ Stratum Level 2 or Better Delay 5 m~lhseconds (mS) Avadab~hty 99 999 % Line Coding B8ZS (b~t 8 zero subst~tubon) Signahng Clear Channel Compression None Framing ESF (extended super frame) Dry or Wet Dry~ No voltage (-48 VDC or other) Present Cut-oyer Plan: ] A detailed cut-over plan will be created prior to the design ~mplementabon ~n a joint effort and mutual agreement by Motorola and C~ty of Denton CITY O; DENTON City o~f Denton Statement of Work Revision 1.0 Dated September 14, 2000 Motoro~la 01/16/01 CITY oF DENTON TABLE OF CONTENTS Statement of Work Clty of Denton TABLE OF CONTENTS ................................................................................................. 1 1. ?UP. POSE OF STATEMENT OF WORK. ................................................................. 2 1 1 MOTOROLA SYSTEMRESPONSIBILITIES (~E~) 2 1 2 CITY OF DENTON SYSTEM P,.ESPONSIBILITIES (GENERAL) 3 1 3 SITE PREPARATION 4 l 3 I Grounding and Surge Suppresston 4 1 3 2 Electrical 5 1 $ $ Equtpment Space 5 1 3 4Envtronmental Conditions 5 1 $ 5 Earthquake Braczng Error! Bookmark not defined 1 3 6 &te Access 5 1 3 7 Towers Errorl Bookmark not defined. 1 4 SYSTEM IMPLEMENTATION 6 1 5 FACTORY STAGING 6 1 6 INSTALLATION AND OPTIMIZATION OF FIXED EQUIPMENT 6 i 61 Perform Installat~on ofMotorola SupphedEqutpment 6 1 6 2 Perform On-Stte Opttmtzatton and Test ofMotorola SupphedEqutpment 6 1 7 ACCEPTANCE TEST PROCEDURES 7 1 8 TRAINING 7 1 9 SYSTEMDOC~ATION * 7 1 9 !Destgn Documentatton 7 1 9 2 CCSlDocumentatton 8 ! 9 $ System Manual - "As-Butlt" Documentation 8 1 ] 0 SYSTEM ACCEPTANCE 9 1 11 PROJECT SCHEDULE 11 1 12 CHANOE ORDER PROCEDURE 11 1 13 CHANOE ORDER REQUEST FORM 12 1 14 WORKBREAI<DOWN STRUCTUI~ 13 ~MOTOFIOLA Confidential and Proprietary CITY OF DENTON '1. PURPOSE OF STATEMENT OF WORK Thls Statement of Work (SOW) describes the work to be performed for the installation, opttnuzatlon, and testing of the 800 MHz, single site, eight (8) channel Trunked Radm System The system contaans eight (8) Quanta repeaters and one (1) SMARTNET II MTC 3600 Trunked Central Controller to be located at McKenna Park tower me Morever, the proposal includes five (5) Centracom Gold Series Elite Consoles co-located with a Central Electromcs Bank (CEB) at the Police Department One (1) Remote Gold Ehte Operator posmon is provided to be installed at the Power Plant The Statement of Work delineates respons~[nht~es 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, w~t[nn the allotted timeframe Changes to ti'ns document shall be made through a Change Order as descnbed in section 1 12 oft[ns SOW MOTOROLA SYSTEM RESPONSIBILITIES (GENERAL) Motorola w~ll be responsible for the performance of all equipment prowded by Motorola under t[ns contract C~ty of Denton w~ll assume responslbdlty for the performance of all other equipment necessa~ for completton oft[ns project not proxaded by Motorola Motorola's respons~blhtles on ttus project are further defined m the ProJect Schedule and in the Work Breakdown Structure (WBS) wbach is part of t[ns SOW Motorola's general responsibilities include the following Provide a Project Manager as a pnmary point of contact Prowde a project implementation team to implement the City of Denton system as defined in t[ns SOW and the System Descnptlon Prepare and mmntain the rmnutes of all project meetings _ Schedule the system upgrades and cutover in agreement w~th the City of Denton so as to mimnuze the downtime of the system and the impact to the C~ty of Denton _ Provide and install Ice Bridge between Erdstmg Tower and Building at McKenna Park _ Prowde and Install Equalization Ground Bar on extenor of McKerma Park Commumcations Shelter and Tower Confidential and Proprietary CITY O" DENTON Provide and anstall sade arm mounts for Bogner Antennas at McKenna Park Motorola to ground modaficataons to anterior of exastang McKenna l~ark Conunumcatlons Shelter to meet current Standards and Guldehnes for Communications Sites To include ,but not llnuted to, ground door frames, air condmoner vents, cable trays and moddicatmns to ex~stmg interior halo ground system to meet current Standards and Gmdelmes for Commumcatlons Site _ Coordinate the aCtlWtaes of all Motorola subcontractors under tins contract _ Adrmmster safety work procedures for constructton and installation 1.2 C;TY OF DENTON SYSTEM RESPONSIBILITIES (GENERAL) ~Qty of Denton responsab~htaes on ti'ns project are further defined m the ProJect iSchedule and in the Work Breakdown Structure (WBS) winch as part of tins SOW iClty of Denton responsabahttes anclude _ Prowde a desagnated project manager for system lmplementat~on _ Host all project meetings Supply primary commercaal power, wrong, and cable terrmnataon's wninn three (3) feet of the equipment supped m tins proposal Supply single point ground for the Pohce Department and Utdaty Daspateh at 1701C Spencer Rd to meet Type B s~tes standards to acheve a resastance to earth of five (5) ohms or less Supply all FCC, FAA, zomng, sate access, and other pernuts (mclud~ng, but not hrmted to, easements, ampact studaes, planmng conumssaon approval, variances) or any other agreements reqmred to gain use of sites Post the KF license for radao sites prior to testing Supply the site hnks O e telephone earcmts, leased Ti, etc) as reqmred to accommodate the audio and data sagnals reqmred for the Motorola system Motorola will prowde the appropriate hnk spemficatmn to the Caty of Denton Prowde labor and materials to install one (1) Motorola supphed Site Surge Protector McKenna commumcatlons shelter Confidential and Proprietary .3 CITY OF DENTON _ Provtde all travel accommodattons for City of Denton vistts to factory staging '1.3 SITE PREPARATION Motorola w~ll begin work at a site only after mutual agreement by the Ctty of Denton and Motorola that the s~te ts deemed ready At a anmmum, Stte Ready reqmres a site to have adequate room tn an erastmg building or shelter to accommodate the equtpment to be installed, and electrical service and internal dtstnbution tn place In addmon, network testing must have been satisfactorily completed Sttes are reqmred to meet or exceed the requtrements as defined tn the Motorola document Standards and Gutdelmes for Commumcatmns Sites Detatled Stte Ready audtts wdl be performed by Motorola aiter contract executmn Motorola w~ll prowde a detaded stte report ~dentif~nng any stte deficiencies All site upgrades not ~dentlfied in tins document specifically as a Motorola deliverable are the respons~bihty of the Qty of Denton The Qty of Denton may elect to contract Motorola to perform necessary site upgrades, perform the upgrades xtself, or utfllze the serwces of a tinrd party subcontractor Site reqmrements must be met for Motorola to begin installation of system equipment The Qty of Denton will be responsible for any project delay costs ffsttes do not meet the stte ready eondmon within the tn-ne required by the project schedule The following is a list of some, but not all, of the specific sxte ready requirements for flus project f.3.'/ Grounding and Surge Suppression Reflulrement - 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 eqmpment supplted under tins contract The ground system must tnclude an tnternal stte tte-pomt w~tinn (3) feet of the Motorola supplied eqmpmant System transient suppression for the telephone circuits, and AC power, protection is also required to meet current Standards and Gutdelmes for Commumcattons Sites System Imuact - 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 tn "normal use" for warranty purposes Also, equipment at the site that is not part of tins project, wbach has been installed wtth installation defic~enctes that may adversely impact the lntegnty of the Motorola supphed equtpment, may also cause the equipment installed m this project to be constricted NOT tn "normal use" for warranty purposes if not recttfied wtthin 10 working days ai~er nntme Confidential and Proprietary ~MOTO~tOLA CITY OF DENTON f.3.2 Electrical Reamrement - An electrical serwce and electrical wrong that meets all a_ophcable city, county, state, and National Electrical Codes (NEC) reqmrements is required System Imnact -Ctty of Denton mil be financially responsible for any project delay cost caused by ~ts fadure to prowde s~te power requirements w~tlun the throe reqmred by the project schedule '/.3.3 Equipment Space Reqmrement - Sites must have suftictent floor and desk space for the Motorola supphed eqmpment as ldentrfied m the approved equipment mstallatmn location document f.3.4 Environmental Conditions Reqmrement - Sites must have adequate enxaronmental control for all dtspatch operator console eqmpment Ttus includes heating, ventflatmn, coohng, and hunu&ty reqmrements The s~te must be free of hazardous materials such as fuels, asbestos, otc Contact Motorola to obtmn specific eqmpment specifications required for bmldmg environmental control s~zmg and design System Imnact - Eqmpment installed at a me that does not meet the environmental control reqmrements w~ll be considered as NOT m "normal use" for warranty purposes f.3.5 Site Access Reamrement - City of Denton shall prowde site access for scheduled s~te walks, installatton, optmnzat~on, system troubleshooting and completion of ATP Reqmrement - For the erdstmg McKenna tower, a structural engmeenng and grounding analys~s report must be promded by the Qty of Denton before the proposed antenna network ~s installed Erdstmg or original tower / s~te specifications or reports wtth current loading and grounding detml are reqmred Tlus mformat~on should be obtained by the mty from the current tower owner and ~s reqmred m order to assure that the add~ttonal antennas and associated hardware loading does not exceed the structural integrity of the tower (~MOTOROL, A Confidential and Proprietary _ 5 CITY OF DENTON 'J.4 SYSTEM IMPLEMENTATION Implementation of the project vall 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 oftlus SOW Motorola's phased approach to nnplementaUon includes factm7 stagmg, site development, infrastructure and subscriber umt installation, optmuzation and programming, and testing of the commumcaUons network '1.5 FACTORY STAGING Spec~ahzed tectwacal teams work with factory and field project managers, project en~neers, and product group personnel to set up the system at CCSI All cables vath required connectors vall be installed between the various system components to provide an operational system vatlun the staging facility CCSI staffbuflds the system fi.om approved dravangs, comeigunng equipment, as it vail 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 Dunng system staging, the factory Acceptance Test Procedures (ATP) vail be performed Addmonal field ATPs vall be performed after final installation and system optimization in the field The factory Acceptance Test Procedures may be found m a later section of fins document '~.6 INSTALLATION AND OPTIMIZATION OF FIXED EQUIPMENT f. 6. f Perform Installation of Motorola Supplmd Equipment Motorola vail install the equipment as defined by the Equipment List and WBS f. 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 optmuze the entire system Further, Motorola will verify and reset as necessary, all audio and data levels between Motorola supplied equipment and the inter-site transnusslon network demarcation points Confidential and Proprietary CITY OF DENTON 1.7 ACCEPTANCE TEST PROCEDURES The Acceptance Test Procedures section ofttus 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 Ii'deficiencies are found dunng 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, remmn responsible for the resolution of the remalmng 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 feaslblhty and acceptability Any additional tests also represent a change in the project's scope 1.8 T,RA~N~N(3 A detailed training plan is included in this proposal 1.9 SYSTEM DOCUMENTATION Motorola provides documentation of the system configurations, physical installation, and system test,rig Documentation is created and updated dunng the project '1.9.1 Oesign 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 (~MOTOROI..A Confidential and Proprietary - 7 CITY OF DENTON '/.9.2 CCSI Documentation M~torola will create or update the following documents of system staging at CCSI Prograratmng Templates Intereonnectlon drawings Interconnectlon charts ],_ Manufacturer's standard operator manuals Re-assembly instructions Interconneetion cable description and inventory ~ _ Printout of equipment parameters I. Inventory with serial numbers and installation reference Software/firmware version numbers _ Manufacturer's standard techmcal manuals f.9.3 System Manual- "As-Built" Documentation Motorola will supply "as-built" documentation for the system The documentation coflsist of _ System Drawings D Plan and elevation views of the equipment installation at the radio site 13 Equipment mter-cabhng diagrams for each site _ Demarcation w~rmg hsts Progranmung and level setting data sheets ,_' Equipment by Site 13 Key access procedures D Site inventory lists D Remote s~gn-on procedures and passwords Software versions and equipment wrong by equipment site Confidential and Proprletary (~MOTOROLA CITY 0 DENTON _ Radto Licenses _ F,eld Acceptance Test Plan test sheets and results _ Standards and Guidelines for Commumcatlon Sites audtt W~rranty mformatton, Senace Proxader _ System and S~te drawings will be prowded m Autocad 2000 SYSTEM ACCEPTANCE System Acceptance shall be controlled by section 8 of the CSA A cemficate of System Acceptance follows ' ~-anh task roqmmg Accept~c, Test procedures to be executed requires bo~h the C~ty ~fDenton ~d Motorola representa~ves to wttness ~d approve the test (~MO' r'OJ=IOLA Confidential and Proprietary _ 9 CITY OF DENTON Customer Name' Project Name: ~,,O~m~,~v,,,,,e - 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 punchhst items noted below The items hsted below will be corrected by Motorola Tt~m l~r~h~n ~nrn~l~t~ Tl~t~ ~ No defacts or punchhst Is applicable Tlus agreement documents to the start of warranty on , and authorizes Motorola to bill for the remaunng value of the contract, and It mdmates Customer's Name agreement to make the f'mal payment Pnnt Full Name Pnnt Full Name Title T~fle Signature Signature Date Date Pnnt Full Name Pnnt Full Name Title Title Signature S,gnatur¢ Date Date Confidential and Proprietary ~MO'rOI~OI.A CITY O~ DENTON '1.'11 pROJECT SCHEDULE Motorola has included a project schedule as a part ofttus proposal Implementation of' ~he system wdl proceed m accordance w~th a project schedule that is jointly approved by Motorola and the City of'Denton project team The project schedule w~ll be ~pdated periodically to ensure all parties are apprised of the latest project slams The overall schedule wdl depend on the Contract Award date The projected contract ~late currently is set at October 31,2000 '1.12 ~CHANGE ORDER PROCEDURE ~Changes to the contract w~ll be controlled by section 3B of'the CSA The follov~ng Change Order Request form must be used for all change order requests (~MOTO~IOLA Confidential and Proprietary - '~ 1 CITY OF DENTON CHANGE ORDER REQUEST FORM Change Order Request No Requester, 'l~tle Phone No Department Description of Request Eqmpmcnt Reqmred SOW Moddicat~on. Tune Line ModLricaUon Adchttonal Serwces Reqtured Sust~catton Budgetary Dollar Value Bqmpment Serwces Total Payment Terms Other Terms Unless amended above, all other terms and condmons 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 Confiriontlal and Proprietary ~MOTOROLA CITYO DENTON WORK BREAKDOWN STRUCTURE The follow'rog WBS sunmlarlzes the project actavitles by phase Each WBS task contains the following mformatton WBS number Actton item to be performed . Dehverable _ Who ~s accountable for the action ~tem _ Who has approval authority over that actmn ~tem ~MO I~O~IOLA Confidential and Propdetar7 _ 1 ~ Confld~entlal and Proprietary ~MOTO~IOLA ',J~ EXHIBIT B ACCEPTANCE TEST PLAN City of Denton, Texas M Acceptance Test Plan ACCEPTANCE TEST PLAN The first phase of the acceptance will take place with the fixed end eqmpment at the Customer Center for Systems Integration (CCSI) Tbs wdl include a detaded Functional Acceptance 'fest-P~an ~AT~P) of all fanct~ons of the system fixed end as well as how each piece of the eqmpment works wlttun the system The second phase of the acceptance will take place at the Oty of Denton following the eqmpment installation No Coverage Acceptance Test will be performed COMBINER AND MULTICOUPLER Functional Acceptance for the new ten (10) channel Combmer and Multtcoupler/Tower Top Prenmp will take place at the fixed end equipment at the Customer Center for Systems Integration (CCSI) Tbas mil include a detailed Fuactaonal Acceptance Test Plan (FATP) of all functaons of the equipment The second phase of acceptance wall take place at the City of Denton £ollowmg the equipment installation CENTRACOi~[ CONSOLE The System Acceptance Test Plan Is designed to provide the City of Denton with the maximum confidence in their commumcatlons system integrity without causing undue burden and cost The purpose oftl~s plan is to demonstrate to the City of Denton that the CentraCom Ehte system meets the operational specifications Typzcal Ehte Console Operating Screens F~gure 1 Typical Resource Screen File ehte_atp doc Page 1 of 1 City of Denton, Texas M Acceptance Test Plan F~gure 2 Typical Expanded Resource File ehte_atp doc Page 2 of 2 City of Denton, Texas Acceptance Test Plan Elite Console Button Definitions Telephone m On-hook State Instant Transnut - at Resource  Telephone ~n Off-hook State Emergency Acknowledge ~ Phone to Radio for Patching Close Condensed Resource Radio to Phone for Patclung Expand Condensed Resource Transrmt Indacator Hang-up Telephone Linc i Transnut Busy (another operator ~s transnu~ng) Voice Selectave Call Call Receiving Call Alert Alert Tones MulmSelect Edit Matn AcUve MulU-Select Transnut  Standby / AltemaUve Acuve Patch Edit  Volume Bar Patch Transnnt F~le el~t~_atp doc Page 3 of 3 , City of Denton, Texas M Acceptance Test Plan FUNCTIONALITY TESTS LOGICAL CHANNEL CALL i DESCKIPTION 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 RESOURCB WINDOW for the channel vall become brighter Depressing the General ~ansrmt button iniuates the channel call 2 SETUP One Elite colasole operator posmon and two radios are reqmred to peri'om tins test Channel #1 Radto A Ra&o B 3 TEST Step 1 Select the folder that houses the Resource Window by chchng the folder name once Step 2 Select one of the Resource windows by moving the cursor over the Resource Window's name and chchng the Choose button (leit mouse button) As the Resource Window Is selected, the background vatl become bnghter 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 tho selecUon of a new Resource Wmdow vall de-select the last Resource Window Step ? Depress the General Transmit button / ¥ootswitch to initiate the chanuel call Step 8 Verify that subscnber umts momtoring the appropriate channel receive and can respond to the channel call Umts on Site Units Tested PASS FAIL File elite_atp doc Page 4 of 4 City of Denton, Texas M Acceptance Test Plan EMERGENCY PRIORITY 1 DESCILIPTION When an Emergency Alarm is lrutiateA form a radio unit, the Emergency call vail have lugher pnonty and override the current rath0 user I 2 SETU~ One Ehte oon~ole operator pos~t~on and two radio~ am ~luised to perform tins test Ch~l #1 Radio A Radio B 3 T~ST I Step 1 Initiate a normal voice call at ~nn~l #1 I , Step 2 Observe that console can receive Radio B s audio 3 W~,le Radio B ~ll keying, lmtiate an Emergency Call in chatmel #1 from Radio A Step Step 4 Vent~, that the Raa,o A audio can be heard at the console ~nstead of Radio B's audio Step 5 Ras~t the Emergency alarm by selecting the KNOCKDOWN BUTTON at the Ehte console Umts on S~t~ Umts Tested' PASS FAlL File ehte_atp doc Page 5 of 5 City of Denton, Texas M Acceptance Test Plan EMERGENCY ALARM DISPLAY 1 DESCRIPTION When an Emergency Alarm as recolved at the ELrr~ console the following occurs A continuons Emergency Alarm tone sounds in the select spesker for each Emergency Alarm If the Emergency Alarm occurs on a channel located an an opened folder, the border of the Resource wndow will flash with the color RED The Emergency subscnber ID will dasplay m the stack hne with the color red If the Emergency Mann occurs at another folder of the ELITE chsplay, a red cross acon will flash m the folder tag In addmon, the text "Emer Alarm" in normal color will appear m the General Status hne ut the Resource window Also the Acttwty log will d~splay the text "Emerg Alsrm" or "Emerg Call" ~n red color 2 SETUP One Elate console operator potation and one radio is reqturefl to per~onu th~s test Channel #1 Radm A 3 TEST Step 1 Opea a Channel RESOURCE WINDOW m a selected folder of any ELITE posmon Step 2 Imtlate an Emergency m 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 Wi2qDOW of channel #1 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 offthe Emergency Alarm at all operator pomtmns KNOCKDOWN BUTTON removes any red, carton of Emergency Alarms at all operator potations CLOSE BUTTON removes flus window without affecting the status of the Emergency Alarm Step 5 Reset the emergency from Radio A by pressing the emergency button until a long beep tone is heard Umts on Sate Umts Tested PASS FAIL File elite_atp doc Page 6 of 6 M ' C,ty of Denton, Texas Acceptance Test Plan EMERGENCY CALL AC OWL .DO / V, SET / TOn 1 DES~ON W~n ~ E~n~ ~ ~s r~ce~v~ at ~ ~rl'~ co~ol~, ~e follo~g oc~ A ~n~uous Emergan~ ~ ~ so~ds m ~e sel~ spewer for each Emer~n~ ~ N ~e Emergan~ ~ occ~s on a ch~el l~ m ~ opened folder, ~e border of~e ~ ~ndow ~ll fl~h ~ · e ~lor ~D The Emergen~ subs~ber ~ ~ll &splay m ~e s~ck hnc ~ ~e color red N ~e Emarg~ ~ occ~ at ~o~er folder ~e EL~ &splay, a red cross icon ~ll flash in ~e folder ~g ~ ad&~on, ~e te~ "Emer ~" m ~ color ~I appe~ m the Gener~ S~s Line m ~e Reso~ce ~dow ~so ~ Ac~,log ~H &~lay ~e te~ "Emerg ~" or "E~rg C~I" m ~e color red 2 SETUP On~ Eht¢ console operator posihon and two radios are reqmred to peffo~ ~s test C~l tl ~o A ~o B 3 ~ST S~p 1 ~an a C~el ~SO~CE ~OW m a selected folder ~ ~y ELI~ posmon Step 2 ~ate an Emergen~ m ch~el ~1 ~om a subscriber ~dm A pro~ed Emergen~ ~s r~ved at ~e console, ~ Emergen~ ~ tone ~H so~d ~d ~O~ ~OW of c~el ~1 ~o~d~ by r~ border ~11 fl~h Step 3 Depress the Alert-1 button to send a tone to alert all radAo users there ~s an emergency call nurtured at tlns channel Step 5 Tho Actwlty log will d~splay the text "Emerg Alarm" Step 6 The Emergency window, upon pressing the Emergency button, has commands shown es follows ACKNOWLEDGE BUTTON wall turn otfthe Emergency Alarm at all operator positions KNOCKDOWN BUTTON removes any mdmatton of Emergancy Alarms at all operator positions CLOSE BUTTON removes this window vnthout affecting the status of the Emergency Alarm Test Conttnued on Next Page File ehte_atp doc Page 7 of 7 M ~ City of Denton, Texas Acceptance Test Plan EMERGENCY CALL (Cont'd) ACKNOWI~EDGE / RESET / ALERT TONE (Cont'd) Step 7 Select "ACKNOWLEDGE BUTTON" to acknowledge the alarm St~p $ Observe that the Emergency alarm tone is s,~ent at all conmles Step9 To reset the Eraergency alarm, select the "KNOCKDOWN BUTION" Step 10 Observe that the RESOURCE WINDOW goes back to normal Step 11 Chck on "Close" buttonto e~ut emergencywmdow Step 12 Reset the emergency from Radio A by pressing the emergency bu~ton tmtfl a long beep tone is heard Um'~ o11 S1~ Umts Tested Fde ehte._atp doc Page 8 of 8 I City of Denton, Texas M Acceptance Teat Plan MULTIPLE EMERGENCY 1 DESCRIF'HON There may be a chance of mulUple emergencies co-erasUng on the same channel, the console vall display the all the radio umt IDs 2 SETUP One Elite console operator posmon and two radios are reqmred to perform tlus test Radio A P~fio B 3 T~ST Step 1 Imttate an Emergency Call on channel #1 from Radio A programmed w~th Emergency funcUon Step 2 Verify that the emergency radio umt go~ rote Emergency and that the unit's nnc audio can be heard at the console and other radios on the same channel Step 3 Imt~ate another Emergency Call on channel #1 from Radio B Step 40b~!~ the Radio Bumt ID at the console Step 5 Observe that when both umts Uansnnt at the same Ume, the umts'audio may be nnxed together at the console and other radios hstenmg on the same eh~nel Step6 Reset all the Emergency alarm by selecting the "KNOCKDOWN BUTTON'" at the ELITE console Umts on S~te Umts Tested PASS FAIL File ehte_atp doc Page 9 of 9 M ' City of Denton, Texas Acceptance Test Plan CALL ALERT 1 DESCRIPTION Call Alert feature provides an indicat~on on the console posmon or radio that a call is requested with a specffic unit 2 SETUP One Ehte console operator position and a radio subscriber (Radio A) are reqtured to perform fins test Cl~mel #1 Radio A 3 TEST Stepl Press the Call Alert button to dlsplay the outbound signaling Qu~ckList Step 2 Enter the Umt Id of Radio A and press the Send button Step 3 Observe that a flaslung green LED will appear in the top ldt comer of the button Step 4 When the connectton has been estabhahed and the request is responded to by the Radio A, the green LED vail e~n~nsh Step 5 Observe that the status message "Acknowledged" ~s displayed m the stares hne of the resource window Step 6 Radao A will dasplay a message "PAGE" and a beep tone will sound Step 7 Key-up Radio A and talk to the console to releese the beep tone and the message Umts on Site Umts Tested PA~$ Pile ehte_atp doc Page I0 ofl0 , t, ~.: -. ' '~ City of Denton, Texas M ~ ~ ~ ~ AccentAncs Test Plan File el~ ~ d~ , Pag= 11 ~11 M ~ City of Denton, Texas Acceptence Test Plan SINGLE FREQUENCY CONVENTIONAL OPERATION 1 DESCRIPTION Each subscriber is programmed with sunplex channel for special opemUon purpose While m sunplex mode, a subscnber can only commumcate with the other subscriber on the same simplex channel, the audio vail not pass to any console dispatcher I One Elite cqnsole opomtor position and two radios (Radios A and B) are reqtured to perform tins test Suunlex Channel Radio A Radio B Step 1 Switch Radio A and Radio B to the same pm-programmed simplex channel 2 Im~ate a call from Radio A Step Step 3 Observe that only Radio B can receive the Radio A's transuut audio Step 4 Note that console cannot hear the audio from Radio A Umtl/on Slt~ ~ Uml~ Testei PASS FAIL File chte_atp doc Page 12 of 12 City of Denton, Texas M Acceptance Test Plan CO.SOlVE PRtORrrY i DEsGR~TION In Motorola, r~o ~sto~, ~ conso~ ope~tor ~s ~mate consol of au&o be~ ~R~ on ~e ~m ~e comole ~ au~on~ ~ ~e~do ~ auto of ~y ~or for w~ch ~e console ~ momtor ~so, a ~gher pnonW ~le over ~ conv~saUon ~ a lower ~ng ~nsole, e g, ~o Pnm~ ~pe~sor ~ole c~ supercale c~l ~&mg by a s~n~ ~pe~sor or non-~sor console 2 O~ Ehte c0~ole operator posmon ~d ono pn~ ~pc~sor con.lc op~ator post,on ~d ~o radios ~os A ~d B) ~e requ~ed~ p~o~ ~s ~st , C~el ~1 ~&o A 3 ~ST Step 1 Im~a~sc~onoof~ra&osonch~el~l Step 2 Obse~ ~t r~e~ve au&o ~ be h~d at co~oles ~d o~er ra~os on ~el ~1 Step 3 ~le ~ subscriber ~s m process of ~ng ~e c~l, key ch~el ~1 by pr~smg co~ole ~SO~CE Step 4 Obs~e ~t ~nsole au&o is now being ff~R~ on ch~el ~1 m place of ~e ~bscnber Step 5 Im~ate a ca~ wi~ ~ lower pnon~-~ng ~o1~ in c~el ~1 Step 6 Obs~e ~t ~ auto c~ be h~d at a ~o-momto~g c~el ~1 St~p 7 ~le ~e operator console is m pro.ss of ~g ~e c~, key ~e Pnm~ supe~sor console ~OW S~p 8 ObSe~ ~t ~e ~coiv~ auto ho~d on ~e subscnber ra&o b~ongs to ~o Pnm~ sup~sor co~ole, m pla~ of · e non-supe~sor ~nsole Umts on S~te Umts Tested PASS F~ ehte_atp doc Page 13 of 13 City of Denton, Texas M Acceptance Test Plan MULTI-SELECT i DESCRIPTION The Multi-Select feature allows more than one Channel to be selected simultaneously The console operator can talk and hsten to all the selected Ch~nels However, the members of a Channel cannot talk or listen to members of other Channels but only to the console dispatcher and nmmbers of their own Channel 2 SETUP Setup tha E~iTt~ console operator for at least two Ehannels Setup four radius (Radios A, B, C and D) in the following way Channel gl Channel//2 Radio A Radio C Radio B Radio D 3 TEST Step 1 Sel~t the Multi-select resource vnndow "MSel 1", w~ttun the Msel/Patch folder, wtth the mouse Step 2 ChOking t.~ M. sel Edit button and select th~ desffed Channels by selecUng the Channel gl and Channel #2 P,E$OURCE WINDOWs with the mouse Step 3 Observe that the Msel icon appears at every Multi-selected resource window Step 4 Press Msel Transnnt button Step 5 Verify that Radio A, Radio B, Radio C and Radio D can momtor and respond to the console Step 6 Verify Radio A can only commumcate to Radio B, and not Radios C or D, wtule channel gl and channel #2 are M~tt-selected on tho Console Verify Radio C can only commumcate to Radio D, and not Radios A or B, wlule chatmel gl and channel #2 are Multi-selected on the Console Step ? Ternunate the Msel callby chchng the mouse select button when placed on the Msel Resource windows Umts on Site Umts Tested PASS FAIL File ehte_atp doc Page 14 of 14 City of Denton, Texas M Acceptance Test Plan RADIO CROSS PATCH 1 DESCRIPTION Radio Cross patch allows a patch between Channels 2 SETUP Setup th~ ELITE console operator for at least two Channels Set up two rachos (Pa&os A and B) m the follovnng way Channel #1 Channel #2 Ra~ho A P, ad~o B 3 TEST Stop 1 Solect the Patch button from the Msel/Patch folder Step 2 Select Patch 1 from the folder Step 3 Select, by chclcng the Select mouse button, m MSel/Patch folder, and then m the Channel #I, and then m the Channel #2 RESOUP. CE WINDOWs Step 4 Depress the Patch 1 Transmit key vnth the mouse and send audio va the rmcrophone Step 5 Verify Radio A and Ra~ho B can momtor and respond to the console Step 6 Verify that both radios can momtcr and respond to each other Step 7 Terminate the patch by deselectmg the Patch 1 key with the mouse by chckang m the appropnate P. ESOUKCE WINDOWs Umts on S~te Umts Tested__ PASS File ehte_atp doc Page 15 of 15 M ~ City of Denton, Texas Acceptance Teat Plan WORKSTATION CONTROL CAPACITY ! DESCRIPTION The purpos~ of this te~t is to demonstrate the CENTRACOM ELITE console operator positron (workstatmn) is capable of handling no~ less than five log~cel radio channels 2 sErt P Setup the CEJWI'P~4COMELITE console operater positron for at least six Channels Set up two radios (Radios A and B) m the followng way Channel #1 Channel #2 Radio A Radio B NOTE Due to possible lumtad channel availability dunng the test, the remanung four channels should use s transrmsswn test set to generate a tell~ for console receive 3 TEST Step 1 Open the Bhte Dispatch apphcation Step 2 Select "Folder" from the "Edit" menu to configure Folders Step3 FroIn the "l~dit Folder Resources" dialog box screen, select at least six channels from the Resource List Step 4 Select Right arrow to add the resources Stop $ Select "OK" to continue Step 6 Select "Close" Step 7 Observe that the folder is now has all the charm, s assigned and working Umts on Slt~ __ Umts Tested PASS FAIL File elite_atp doc Page 16 of 16 Clty of Denton, Texas M Acceptance Test Plan CONSOLE FOREGROUND AND BACKGROUND SERVICES PRIMARY & SECONDARY CHANNEL 1 DESCRIPTION The Controllsr at the CENTIMCOM ELITE console operator posmon is able to select a serwce to become the foreground sennce The other serwce will remmn as a background service until selected to appear as a foreground serwce by the controller or by an Emergency call 2 SETUP Setup the CEN'iI~COMELITE console operator poslt~on for at least two logical rathe channels (Ch#1 & Ch#2) m a folder, and set up two rathos (Pathos A and B) m the follovang way Chanunl #1 Channel #2 Rathe A Ra&o B 3 TEST Step 1 Select the Channel #1 Resour~ window from the console Step 2 Keyup Rathe 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 De-key both rathe and key up an Emergency call from Rathe B Stop 7 Observe that the Emergency alarm sounds on the SELECT speaker Step 8 Select the Channel #2 Resource w~ndow Step ? Keyup Rathe B and talk on Channel #2 Stepl0 Observe the autho of Rathe B now comes out from the SELECT speaker Umts on Site Umts Tested PASS File eht~_atp doc Page 17 of 17 City of Denton, Texas M Acceptance Test Plan CONSOLE VOLUME 1 DESCRIPTION The volume of a Resource w~ndow, on a CENTP~ACOMELITE console operator poslt~on, can be adjusted to seven levels (0 = n~n, 7 = max) When a Resourc~ window Is selected, the volume mil automaucally adjust to the maximum level (7) When the resource Is de-selected, the volume vail revert to the original or pre-adjnsted level 2 SETUP Setup a CENTRACOMELITE console operator posmon for at least two logical radio channels m a folder and set up two radios (Radms A and B) m tl~ follovnng way Channel/il Channel//2 Radio A Radio B 3 TBST Step 1 Select the Channel #1 l~source vnndow from the oonsole Step 2 Keyup Radio A and talk on Channel #1 Step 3 Observe that Radio A's au/ho came out from the SELECT speaker of the console m full volume (level ?) Step 4 AdJuSt the Channel # 1 volume to nunimum level by means of the mouse (level 0) Step ~ Observe that the aucho 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 aucho 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 m full range 0 e level 0 to level 7) Step 10 DeWey Radio B Step 11 Select Channel#2 fromtheResourcew~ndow Step 12 Observe that Channel #1 reverts to the adjuSted volume level (level 0) out of the UNSELECT speaker of the console Umts on S~tc Umts Tested PASS File ehte_atp doc Page 18 of 18 M ' City of Denton, Texas Acceptance Teat Plan CONSOLE TIME CLOCK 1 DES(~E~HON On a CENTPMCOM ELITE console operator postUon, there Is a time clock always ,astble at the upper nght hand comer of the screen The clock can only be adjusted from the console operator pesmon that is pre-assigned as a primary supenasor All other consoles are then synchromzed to the super~sovj clock 2 SETUP Setup a CENTRACOMELITE console operator positron programmed w~th P~Y supemsor pnwlege 3 TEST Step 1 From tho PRIMARY superwsor console, move the mouse cursor to the Windows NT system clock at the lower nght hand corner of the screen Step2 Do}thio chck the ldt monse button to obtain the system clock setting vandow Step 3 Adjust the date and time to the des~ed value, select OK when fimshed setting Step 4 Observe that the clocks at all other console pos~Uons are all synchromzed vath the supenusory clock Umts on Site Umts Tested PASS FAIL File ehte_atp doc Page 19 of 19 ~ C,ty of Denton, Texas M , Acceptance Teet Plan CONSOEE INTERCOM 1 D]~SOkIPTION The Console Intercom feature provides consoles installed at locations physically separated from each other vath a means of ,ntemal communication The feature ~s available m two mod~s of operation, as follows I All Operator Intercom Mode, and I Select, ye Operator Intercom Mode 2 SETU~ Setup at least two CENTRACOM ELITE console operator potations The following test vail demonstrate the Select~ve Operator Intercom Mode of operation 3 TEST, Step 1 Select the intercom call menu Item from the menu bar Tlus vail cause the intercom chalog box appear Step 2 Salect "Op' m the box labeled type Step 3 In the list item labeled ID, select the operator's posltwn vath which you vash to make an intercom call Step4 Pressing the Send button seads a request for an ~ntercom call to the selected operator's poslt~on Step 5 Ob~en, e that the called operator ~ecmves an Intercom call tone every $ seconds and that a flasbang cone-shape intercom mihcator ~s thsplayed on the status bar Step6 Depress the Transnut button m the Intercom Call d,alog box to estabhsh the intercom call Step ? Repeat step i to 6 for all individual operator poslt~ons Umts on Site Umts Tested PASS FAIL Fde ehte_Itp doc Page 20 of 20 City of Denton, Texas M Acceptance Test Plan, CONSOLE MANAGER - Channel Alias Assignment 1 DESCRIPTION When using an Ehte console, asmgnmg an Alia~ to logical channels uses CDM (Console Database Manager) 2 SETUP One CDM/ADM computer wth the Ehte Adman apphcataon and an Ehte console position 3 TEST Step 1 Launch the CDM apphcaUon To ADD an Al,as Step 2 Create a conliguratton 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 Untler "Conventtonal Radio Resources" select"Stat-Alert TnRn" Step 6 From the Add/Edit radio resource window, enter the alias name m the field "Label" up to 14 Characters Step 7 Enter the rest of the required informaUon and chck ok to get hack to CDM mare screen Step 8 Save and Export the configuration ~e To Edit an Alms Step 9 Open a configuration file Step 10 Choose the resource you want to edit in the CDM ramn screen Step 11 From the Add/Edit radio resource window, edit the alms name m the field "Label" up to 14 Characters Step 12 Save and Export the configurat~an file Step 13 Launch the Bhte Adimn application Step 14 Obgerve that the abas ~s changed according to the CDM configuraUon Uuits on S~to Umts Tested PASS FAIL File ehte_atp doc Page 21 of 21 City of Denton, Texas M Acceptance Teat Plan CONSOLE MANAGER - Channel Assignment (Elite Admin) i DESCR~TION When using an Ehte console, assign channels to folders using the Ehte Adnun apphcaUon 2 SETUP One CDM/ADM computer w~th the Elite .4am~a appheataon and an Ehte console posmon 3 TEST Step 1 Launch the Bhte Admm apphcat~on Step 2 Open a configttraL~on Step 3 Select "Folder" from the "Eiht" menu to configure Folders Step 4 From the "Echt Folder P.~soure~" chalog box screen, select a channel from the Resource hst and add it to the corresponchng folder Step 5 Click "Close" to erat Edit Folder Resources screen Step 6 When fimshed configunng the folder, save the configuration Step 7 Reload the l~hte Dispatch apphcatmn Umts on Site Umts Tested PASS FAIL File ehte_atp doc Page 22 cf 22 M ' City of Denton, Texes Acceptance Test Plan CONSOLE MANAGER - Channel Assignment (Elite D~spatch) I DESCRIPTION When using au Elite console to assign channels to folders, using the Ehte Dispatch apphcauon prowdes only a tempora-~y assignment 2 SETUP An Ehte dispatch console posllion 3 TEST Step 1 Launch the Ehto D~at~h apphcation Step 2 Select "Folder" from thc "]~dit" menu to configure Folders Step 3 Froln the "Edit ~'older P, esources" dialog box screen, select the channel from the P, esource L~st 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 hst on the right Step 4 Select Right arrow to add a resource Step $ Select "OK" to continue Step 6 Add or Delete any other resources, ff des]red Step 7 Select Close Step g Observe that the folder is now changed according to your Folder Resources configuration Umts on Site __ Umtz Tested PASS FAIL File ehte_atp doc Page 23 of 23 City of Denton, Texas M Acceptance Test Plan CONSOLE MANAGER - Configuration and Database Backup I DESCRIPTION Users can roake a backup of the configuration and database to a diskette whenever the superasor makes any changes to the configuration and/or database 2 SETUP One CDM/ADM computer 3 TEST 3 1 Backup Serwr Database Step 1 Launch the CDM application from th~ CDM/ADM server Step 2 Select "Edit Mode" and clack the "OK" button Stop 3 From the CDM mmn screen, select "Backup" from the "File" pull down menu Step 4 The computer vall prompt the user that unsaved changes m the workang database vail not be backed up Stop 5 Chck "Yes" to conunus Step 6 CDM will pop up a directory vandow for the us~r to select which directory on wlnch 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 ! Lauach the CDM application from the CDM,/ADM server S~;ep 2 Select "Edit Mode" and click the "OK" button Step 3 Froro the CDM main screen, select "Restore" from the "File' pull down menu Step 4 The computor vail prompt tl~ user that the process of restonng a Backup Database to the worhng database vail cause the current working database to be lost Step 5 Chck "Yes" to continue Step 6 CDM will pop up a directory vandow for the user to select the backup directory and database file from which the restoration process will begin Step ? After selecUng the directory and the database file, click the "Open" button to retneve the backup database 3 3 Backup Elate Configuratton File Step 1 After fnuslung making changes to the configuration/database, double-chck the "My Computor" icon on the Wrodows lit workspace screen Step 2 Go to the path C kProgram Files\CENTRACOMGOLD\bm, which Is the location of the database and the configuraUon files Step 3 Copy all files inside the directory CAProgram Filas\C~,NTRACOi~lGOLD\bln\config to a floppy diskette Tlus directory contains all of the Elite consoles configuraUon files File elate_atp doc Page 24 of 24 City of Denton, Texas Acceptance Test Plan ACCEPTANCE TEST PLAN APPROVAL (CentraCom) The signatures below lndtcate that Motorola has successfully completed the Acceptance Tests as described herein and that the Pubhc Safety Department representative, affirms that the CEN7~COM Ehte system is fully operational and accepted Motorola ?rojeotManager Date City of Denton Representative Date F~le ellte_a ~ doe Page 25 of 25 M City of Denton, Texas Acceptance Teat Plan *:' SMARTNET CENTRAL CONTROLLER CONTINUOUS ASSIGNMENT UPDATING When a talkgroup is assigned a voice channel, the controller continues to transrmt the channel assignment for as long as the talkgroup is using the channel Radios conung rotc use on the system are automatically sent to conversaUons m progress involving tlletr selected talkgroups Provide Continuous Assignment Updating Turn off one radio in talkgroup A (TG A) Im~ate a talkgroup call using another radio in TG A Wlule the talkgroup call is m progress, turn on the radio that was prevmusly shut off Radio is brought back into serwce and joins the talkgroup call already m progress RECENT USER PRIORITY Recent User Pnonty assures that dunng system busy penods, users needing to re-lmtiate a previous conversation are placed ahead of talkgroups in a queue at the same pnorlty level This helps to preserve conunumcaUous conUntuty, by nunmuzmg wa~t Umes between questions and answers on very busy systems Provide Recent User Pnonty Verify radios and channeYtalkgroup are set to the same priority level Disable all channels except for one control channel and one voice chmmel Depress and hold the push-to-talk (PTT) switch on radio 1 m talkgroup A (TG A) TG A is assigned the last available voice channel Momentarily depress the PTr sw~tch on a radio 2 m TG B Radio 2 receives a busy tone Momentarily depress the PTT rmtch on a radm 3 in TG C Radm 3 receives a busy tone Release the PTr sw~tch on the TG A radio 1 As soon as radio 2 in TG B receives its callback tone, depress and hold its PTT svatch Within 2 seconds of TG B radio 2 callback, rekey the TG A radio Radio 1 in TG A receives a busy tone File elite_atp doc Page 26 of 26 M ~ City of Denton, Texas Acceptance Test Plan Release the PTT switeh on the TG A radio 1 Radio 1 Is placed in busy queue with recent user priority status Release the PTT switch on the TG B radio 2 TG A Indio receives callback tone before the radio in TG C RECEIVER INTERFERENCE SHUTDOWN Receiver interference occurs when an unauthorized stb,~l is received by a repeater This can be caused by an uncovenng signal from a non-system related source In order to prevent a disrupUon of communications, the central controller will remove the affected channel from the tranked system selection or asstgnment process when it detects an undes,red carrier for longer than the specified time-out period Once the mterfenng carrier disappears, the chalmel is returned to service within approximately $ minutes Pro,ado Receiver Interference Shutdown Using a serwce inointor, transnnt a 1 kHz tone at the receive frequency of any repeater station A/k;r the programmable threshold has been exceeded tha Central controller removes the channel from the selecUon or assignment process Remove the lnterfenng signal Channel is returned to service within five nnnutes TRANSMITTER POWER FAILURE SHUTDOWN The central controller can detect a loss or decrease in transnntter output power If the output of one of the repeaters drops below a threshold level (half rated power), the central controller wE not asstgn that channel The central controller can also disable a channel which Is deteeted to have an excess of reverse power Provide Transmitter Power Fa~hire Shutdown Remove the transmitter (TX) cable from any channel which is in the current chan~el rotaUon 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 Reeonn~ct the TX cable to the station under test Repeater is tested by the controller and restored to senace m approximately five minutes FI~ ellte_atpdoc Page27of27 City of Denton, Texas M Acceptance Test Plan BACKUP CONTROL CHANNELS Any one of the first four channels on a tmnked radio system is ehgible for assignment as a control channel In tl~ event that the assigned control channel fails, the central controller automatically selects one of the other ehg~ble channels as th~ active control channel Prowde Backup Control Channels Force channel one to be the aurent 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/tithe central controller Channel three becomes the current control channel Disable channel thr~ from the front panel of the central controller Channel four becomes the current control channel BASE STATION IDENTWICATION The system c~all sign is automatically transrmtted wa International Morse Code once every 30 nunutes m comphance w~th FCC regulations Ttus message is sent m Morse Code at 17 words per nunute using 900 Hz tone modulation Prowde Base Statton Ident~icatlon Set up a senace momtor to momtor the lowest avadable trananut frequency in the system W~tlun 30 minutes, a sones of 900 Hz tones are heard File ehte_atp doc Page 28 of 28 City of Denton, Texas M Acceptance Test Plan ACCEPTANCE TEST PLAN APPROVALS (CENTRAL CONTROLLER) The s~gnatures below mchcate 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 SMARTIVET Central Controller ~s fully operattonal and accepted Mot6rola ProJect Manager Date City of Denton Representattve Date **.o Cut- ~ver Plan The trans~tton to the new s~mulcast vome system wall consist of de-energizing the erasUng system wtule energizing the new system Tins wall occur after all new system components have been completely installed at all stte locations The detailed cut-over plan will be created an a jmnt effort and mutual agreement by Motorola and the C~ty of Denton File elate_atp ~c Page 29 of 29 CITY OF DENTON, TEXAS RADIO UPGRADE AND RELOCATION EQUIY~NT LIST AND PRICING September 19, 2000 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 (8) C9~ED Quantar Trunlcng Operation Repeater Stations, 800 MM Band, Console Priority Interface, 50' ii repeater cable, rack mount hardware and power cords (1) Wave Guide 10 Channel, 150 w Comblnar (1) 12 ~Port Standard Quad Tower Top Multlcoupler (3) DSPKEM8 Universal Enclosure Channel Banks, (1) each at the Mc, Kenna Tower Site, Utility Dispatch Center and PoMe Dispatch Center McKenna Tower Site IVhscellaneous transrmsslon hnes, connectors, Cable hanger kits, etc CONSOLE EOUIPMENT (6) Position Gold Elite with I-IP Vectra Pentmm H with Gold Series Window NT Chent, (1) HP Vectra Pentlum H with Gold Series Window Server, (6) VlewSomc 17 inch short momtors and all associated accessories and cables C~ty o ~Denton Equip: nent List and Pncing Page - [ , September 1.c As del ined m the Tra~mng Tratmng requirements based upon; CUStO~ ler's requirements As ou~ ~ed m Statement of Work S~to Proparatlon Facto tang ~vento~ Instdlatton Doeumenta~on System Project Management City ot Denton Equlpr0ent List and Pnclng Page 3~-~ September 19, 2000 S~: 5ENS SY~M ~NAGEMENT S~te Lens System M~agement System Includ~ Bas~c Stat~sttcs ~&o Control Manager So,ware Dyn~e Ro~oupmg So,ware Selec~ve ~b~t So~e Database Snapshot ~ ~m-tower, MCS2000 Control Statton ~d associated accessories, TX hne and ~te~a Project Total $837,231.00 ' ~ EXHIBIT C ENHANCED SERVICE SUPPORT PLAN EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN MOTOROI.,A ENHANCED SYSTEM SUPPORT PI-AN INTRODUCTION Motorola places groat emphasis on ensunng that its commun~cabons systems meet high standards for design, manufacture, and performance When commun~cabons system failures do occur, Motorola provides support to its customers through a network of service providers ~ncludlng the System Support Center (~SSC"), Motorola Authonzed Serwce 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 rapa~r services will be provided during the warranty period specified in your Communications System Agreement wdh Motorola Ali services described ~n the ESS will be provided in accordance with the terms of Motorola's Service Agreement and w~II 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 Commumcabons System Agreement w~th Motorola are included in the price of the communications system Addltlonal 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 Th~s Statement of Work provides a general descnphon of how Motorola and the Customer w~il 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 w~thin the support process, and any Customer specific ~nformabon The Motorola Enhanced System Support Plan ~s compnsed of the follow~ng services which will be described in greater detail elsewhere m this document Infrestructure Eoulement Services [3 On-Site Infrastructure Repair Service Preventative Ma~ntenance-SSC Scheduled Call Management Infrastructure Board Advanced Replacement [3 Technical Support D SiteSentry Remote Monitoring/Remote D~agnoshcs (Smartnet Systems) D FullV~sion Remote Momtoring/Remote D~agnosbcs (SmartZone/OmniLink Systems) Subscriber Eouloment Reealr Service D Subscriber Repair Coverage Contract No 99- /xyz Page 1 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN So tware Services ~ , ~' ~ D Software Subscription Services = II INI ~PJ~STRUCTURE EQUIPMENT SERVICES ,'~ On~.Slt · Infrastructure Repmr ServEce Descrlotion Dispatch of technicians to Customer s~te(s) ~n response to Customer requests for ServiCe Motorola Resoonslb~libes D Repmr defective Equipment whmh does not conform to Motorola's specifications E] Repmr defective Equipment whmh as a result of normal wear and usage and gradual deterioration of components or drifting of levels Set appropriate level !'~i" settings and perform minor system adjustments D On-site repmr 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 site Customer Resoonslbilitms '~ D Provide full and free access to the Equipment ' D Furnish shelter, heat, light and power at no charge ~ D Control temperature, humidity, and other enwronmental conditions In accordance w~th the hardware manufacturer's speciflcatmns D Cooperate fully with Motorola and provide all Information pertaining to the hardware and software elements of any system w~th which the Equipment Is Interfacing D Customer Is responsible for any site defects Including, but not limited to, building shelters, heaters, air conditioners, fans, alarm sensors (smoke detectors, hi-lo temp, entry, AC failure, etc ) D All equipment sites must meet or exceed Motorola's grounding standards found in the R-56 Motorola Site Grounding Manual Costs associated wtth meeting this reqmrement are the responslbihty of the Customer [3 Customer Is responsible for all costs associated with any unusual method of conveyance required to gmn access to a service location and/or any fees by a site owner to provide an escort [3 Provide information required to complete the Customer Support Plan Contract N~3 99- /xyz Page 2 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN P revent ative Maintenance-System Support Center Scheduled Descriotion Annual Preventative Maintenance ("PM") check, on the Eqmpment/System Motorola Resoonsibilities D Schedule PM visits through the System Support Center's Call Center, on an automahc pro-determined schedule D Inspect Equipment for compliance w~th Motorola speclficahons [3 Retmn PM records on file for quahty control purposes Customer Resoonslbilitles Provide Motorola w~th the preferred schedule to perform Preventative Maintenance checks Call Management Descdot~on Motorola's Call Center Is staffed w~th trained Customer Support Representatives that provide a central point of contact for all service requests (1-800-448-3245) The Call Center wdl roce~ve all calls and dispatch or coordinate appropriate technical support All requests ars 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 D Prompt for information necessary to understand the situation, open a Customer Service Request (CSR) and determine the next steps to take DDispatch qualified technical resource and assign the CSR as mqulrod Notify Customer of techmcmns arnval at Customer's site (s~te amval) D Verify with Customer that repmr ~s complete and system is fully operabonal If vedflcahon by Customer cannot be completed within 20 minutes, the CSR will be closed, and the technic~an will be released D Ensure the required personnel have access to Customer information as needed D Not~fythe Customer when work is completed D Retain records of Customer's Equipment, ~nciud~ng performance history and s~te access requlroments n Provide period performance reports as defined in the Customer Support Plan Contract Nd 99- /xyz Page 3 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN D The Customer Support Representatives will momtor the progress of a CSR and will escalate issues to Motorola Management as described ~n the Customer's customized Customer Support Plan Customer Responsibilities D Provide Motorola assigned System ID number when placing a request for service [3 Provide Information required to complete the Customer Support Plan structure Board Advanced Replacement Descd~fion Replacement of defective Equipment with new or repaired eqmpment Motorola Resoonsib~hties [3 Provide access to an inventory of equipment that can be shipped to Customer's site upon requeat, eub a to eva,ab,,ty D Ship Equipment via overnight carrier, unless otherwise specified Motorola will cover shipping and handling during the normal operating hours of 7 O0 AM to 7 O0 PM CST Shipments outside standard bus~ness hours or NFO (next flight out) are subJect to an additional charge D Venfy and configure all equipment before shipping [3 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 Defective Equipment may be repaired at the System Support Center (SSC) and returned to SSC inventory for future use Customer Resoonslbllltles D Requests to ship equipment outside of the SSC's regular business hours of Monday - Friday, 7 00 AM - 7 00 PM CST, excluding hohdays, are subject to additional charges Request must include model description, model number, serial number, type of system, and firmware versmn [3 Prowde 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 ) D Malfunctioning Equipment must be sent to the SSC within five working days of receipt of the exchange equipment Addlbonal charges may be incurred by the Customer beyond that period Contract N 99- /xyz Page 4 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN D 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 [3 The Customer Is responsible for return shipment and Insurance cha~ges TeChnical Support Descdotion Motorola will provide Customer technical staff with centrahzed 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 rvlotor0ia's Resoonsibdities D Maintain a database with the Customer's admm~strabve and system Information, history of service and repairs, and current status of equipment D Escalate support Issues to other Motorola engineering and product groups, If necessary D Maintain Its help desk lines on a 7x24 bas~s [3 Maintain and have access to laboratory equipment for system s~mulations as needed D Work with the technicians in the field untd a solution to the problem has been found Coordinate technical resolutions w~th agreed upon third party vendor(s) as needed Customer Resoonsibihtles D Supply system ~nformation, type of equipment, model and serial numbers D Supply on-site presence when needed D Approve any workto be performed D Allow Motorola remote connecflwty to eqmpment to facihtate dmgnost~cs SIteSentry Remote Momtonng/Remote Dmgnoshcs (Smartnet Systems) Descrlptiorl Remote monitoring of critical communlcatmn Eqmpment on a seven day per week/ twenty-four hour per day (7x24) bas~s for s~ngle s~te commumcatmns systems equipped with SlteSentry SiteSentry Is a Motorola product that ublizes Motorola's MOSCAD technology When your single s~te communicatmns system Is equipped w~th 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 Add~bonal alarming of environment, third party devices, and s~te conditions can be provided at an additional charge Motorola Resoonslbditles [3 Verify alarms, reporting, and connecbons at begmmng of contract, and periodically thereafter D Create a Customer Servtce Request (CSR) and d~spatch Field Techmclan when needed 0 Disable and enable alarm system for local technicians who go to the site when intervention is needed D Verify repair of alarm D Provide toll free number which permits alarm reporting to the System Support Center O Provide 7x24 monltorlng Customer Resoons~bihtms D Allow Motorola's remote access to system without notification to Customer D Allow local site technicians access to Equipment in the event that remote restoration Is not possible D Provide use of on site PSTN hne for connecbon to S~teSentry unit FullVislon Remote Monitoring/Remote Diagnostics (SmartZone/OmniLInk Systems) Desoriotlon Remote monitonng of cnbcal commumcation Equipment on a seven day per week/ twenty-four hour per day (7x24) basis for SmartZone/OmniLInk communications systems equipped with FullV~smn FullVislon is a Motorola product that utdizes SNMP protocol When your SmartZone/OmniLink commumcations system is equipped with FullVision, Motorola will monltor cnbcal components of the communication system on a 7x24 basis Additional alarming of environment, third party devices, and s~te conditions, can be prowded at an additional charge Motorola Resoonslbilitles D Verify alarms, reporting, and connections at beginmng of contract, and periodically thereafter D Create a Customer Service Request (CSR) and d~spatch Field Techmcmn when needed r~ D~sable and enable alarm system for local techmcians who go to the site when Interventmn is needed g Verify repair of alarm Contract Nb 99- /xyz Page 6 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN D Maintain connectivity to system wa a 56K dedicated frame relay hnk O Provide 7x24 monitoring Customer Resoonsibihtles D Allow Motorola's remote access to system without notification to Customer D Allow local site technicians access to Equipment in the event that remote restoration is not possible HO ~/TO OBTAIN SERVICE To 3btaln service of the Infrastructure system during the Enhanced System Support Plan period, the Customer must call the Motorola System Support Center at t-800-448-3245 and Identify thetnselves by using their assrgned System ID number, and providing the name of the caller and Customer Sh~,uld a request for service not be covered by the Motorola Enhanced System Support Plan, Mo orola will contact the Customer and provide an estimate for the requested service The Service Center will awmt authorization and a purchase order number from the Customer to proceed with the repair If an emergency response, not covered by the Motorola Enhanced Sy,, rem Support Plan, is required, Motorola w~ll perform repairs which are necessary to minimize do~ ,ntlme of the equipment, and will contact the Customer during the next business day to obtain a p~rchase order number for the Repair SUBSCRIBER EQUIPMENT REPAIR SERVICE 8u scriber Reparr Coverage Descriotion Motorola will provide repair services to the subscriber equipment listed on your Motorola Service Agreement Order Form Motorola Resconslbllitles Repmr defective mobile and/or portable radios which do not conform to Motorola's speciflcatmns as a result of normal wear and usage and gradual deterioration of components D Advise Customer of the approximate date the unit will be repaired, should the unit require repairs beyond first echelon D Notify the Customer in the event of repairs not covered by the Motorola Enhanced System Support Plan ("Above Warranty Repmrs") and provide quote to repair [3 Await approval from Customer in order to proceed w~th Above Warranty Repairs Test units for proper funcbonlng once repair is complete Contact Customer by telephone when repaired unit is available for pick-up Contract Ne 99- /xyz Page 7 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN Customer Responsibilities D Deliver Subscriber units to the Authorized Motorola Service provider at the Servlcer's location (indicated on the front of your Motorola Service Agreement Order Form), dudng normal business hours, Monday - Friday 8 00 AM to 4 30 PM local business time, excluding hohdays D Attach to each radio needing repair a tag with the following ~nformatlon Customer ~nformatlon, department number If apphcable, and brief description of problem, If known a Provide a purchase order number ~n the event of Above Warranty Repairs V SC FTWARE SERVICES So ~vare Subscription Services Descrlotion Motorola w~ll provide software subscrlpbon services as hsted below for the Motorola Software apphcable to the upgrade capable Motorola commumcat~on equipment that ls In the Customer conflgurabon Identified on the Servme Agreement Order Form For purposes of these services, the following defimbons apply "Core Release" - A new version of Software which adds Features and major enhancements These new versions are ingrafted 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 whmh adds to, improves, or enhances the pen'ormance of Software Features contained in the then currently shipping Software version These releases are sigmfled 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 funct~onahty for components of Customer's system that is available to Customer ~n the standard software release "Optional Feature" - An additional software funchonahty ~ssued with a Core Release that is available to Customer at add,bona[ cost Motorola Responsibilities D Provide Customer nohce bullstlns announcing Enhancement and Core Releases a Prowde Software Enhancement Releases apphcable to Features provided to Customer by Motorola under this Agreement and as ordered by Customer from the notice bulletins O Provide those Standard Features included In a Core Release which apply to Customer's existing system components Optional Features issued with a Core Release are not provided pursuant to the Software Subscription Program but are avadable to Customer, as a Program Contract N, 99- /xyz Page 8 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN subscriber, at a discounted price under a separate agreement The d~scount available to Customer for voice system Ophonal Features will be 20% off the current Motorola list price Customer Resoonstbihtles D Customer must contact Its Motorola representative upon receiwng a bulletin In order to receive Enhancement or Core Release D Customer Is responsible for payment of any cha~ges associated w~th 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 {3 Contact a local service provider for mstallatmn assistance, If required D 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, ~t may hm~t or eliminate the ~ applicability of future releases or enhancements to Its system O Use the Software and releases in accordance wlth the terms of the Motorola software license agreement executed by Customer, or Motorola's standard software license terms, If no license was signed Contract N~ 99- /xyz Page g Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN MOTOROLA ENHANCED SYSTEM SUPPORT PLAN INTRODUCTION Motorola places groat emphas~s on ensunng that ~ts commun~catmns systems meet h~gh standards for design, manufacture, and performance When commumcatlons system failures do occur, Motorola prowdes support to ~ts customers through a network of service providers ~ncluding the System Support Center ("SSC"), Motorola Authorized Service Stabons ("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 servmes will be prowded during the warranty period specified ~n your Communications System Agreement w~th Motorola All services described ~n the ESS w~il be provided ~n accordance with the terms of Motorola's Serwce Agreement and w~ll cover only the Equipment and Software specified on the Service Agreement Order Form Enhanced System Support w~ll only be prowded for those communmabons systems which have been staged at Motorola's Customers Center for System Integratmn ("CCSI") located ~n Schaumburg, Illinois and sold through the Commercial Government and Industrml Solubons Sector (CGISS) Enhanced System Support fees for the warranty period specified m the C0mmumcations System Agreement w~th Motorola arc ~ncluded m the price of the communications system Additional periods of such support may be pumhased 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 ~ncluded with the commumcabons system Th~s Statement of Work prowdes a general descnptmn of how Motorola and the Customer w~ll proceed to perform the services presented Prmr to system Acceptance, a Customer Support Plan will be prepared jointly by Motorola and the Customer The Customer Support Plan details the specific steps w~th~n the support process, and any Customer specific ~nformabon The Motorola Enhanced System Support Plan is comprised of the following services which w~ll be described ~n greater detail elsewhere ~n th~s document Infrastructure Eoumment Services [3 On-S~te Infrastructure Repair Service [3 Preventative Maintenance-SSC Scheduled [3 Call Management [3 Infrastructure Board Advanced Replacement [3 Technmal Support SiteSentry Remote Monitoring/Remote D~agnosbcs (Smartnet Systems) [3 FullV~s~on Remote Monitoring/Remote Dmgnost~cs (SmartZone/OmmL~nk Systems) Subscriber Eou~oment Repair Servme [3 Subscriber Repa~rCoverage Contract No 99- !xyz Page 1 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN Software Services D Software Subscnpbon Serwces II INFRASTRUCTURE EQUIPMENT SERVICES On-Site Infrastructure Repair Service Descriotion Dispatch of technicians to Customer site(s) ~n response to Customer requests for service Motorola Resoonsiblhties Repair defective Equipment which does not conform to Motorola's spec~flcabons D Repair defective Equipment which as a result of normal wear and usage and gradual deteriorebon of components or drifting of levels Set appropnate level settings and perform minor system adJustments n On-s~te repair service w~ll be prowded dunng regular bus~ness hours which are defined as Monday - Friday 8 00 AM to 4 30 PM local bus~ness t~me, excluding holidays Emergency after hours service will be provided only for Seventy 1 issues Severity One (1) ~s defined as a complete loss of commumcahon to a s~te Customer Resoons~b~litles D Prowde full and free access to the Equipment n Furnish shelter, heat, hght and power at no charge n Control temperature, humidity, and other enwronmental cond~bons m accordance with the hardware manufacturer's spec~flcatmns Cooperate fully w~th Motorola and prowde all ~nformahon pertaining to the hardware and software elements of any system w~th which the Equipment Is ~nterfacmg Customer ~s responsible for any s~te defects ~nclud~ng, but not I~m~ted to, building shelters, heaters, a~r conditioners, fans, alarm sensors (smoke detectors, h~-Io temp, entry, AC failure, etc) All equipment s~tes must meet or exceed Motorola's grounding standards found ~n the R-56 Motorola S~te Grounding Manual Costs associated w~th meeting th~s reqmrement are the respons~b~hty of the Customer C Customer is responsible for all costs assocmted w~th any unusual method of conveyance reqmred to gmn access to a servme ~ocahon and/or any fees by a s~te owner to provide an escort [~ Prowde ~nformabon 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 DescnDt~on Annual Preventative Maintenance ("PM") check, on the Equ~pmentJSystem Motorola ResDonsib~htms n Schedule PM visits through the System Support Center's Call Center, on an automatic pre-determined schedule D Inspect Equipment for compliance w~th Motorola spec~flcahons n Retain PM records on file for quality control purposes customer ResDons~b~hbes Prowde Motorola w~th the preferred schedule to perform Preventabve Maintenance checks Call Management Description Motorola's Call Center ~s staffed w~th trained Customer Support Representahves that prowde a central point of contact for all service requests (1-800-448-3245) The Call Center w~ll race~ve all calls and dispatch or coordinate appropriate techmcal support All requests are tracked and monitored from beg~nmng to end through an electromc Customer Servme Request (CSR) number Motorola ResDons~b~htles Receive Customer requests for servme on a seven day per week/twenty-four hour per day (7x24) bas~s Prompt for ~nformation necessary to understand the situation, open a Customer Service Request (CSR) and determine the next steps to take [3 D~spatch qualified technmal resource and assign the CSR as required [3 Notify Customer of techmcmns arrival at Customer's s~te (s~te arnval) n Verify w~th Customer that repair is complete and system ~s fully operatmnal If verification by Customer cannot be completed w~th~n 20 m~nutes, the CSR w~ll be closed, and the technician w~ll be released [3 Ensure the required personnel have access to Customer mformatmn as needed Not~fy the Customer when work ~s completed Retain records of Customer's Equipment, including performance h~story and s~te access requirements n Prowde period performance reports as dehned in the Customer Support Plan Contract No 99- /xyz Page 3 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN D The Customer Support Representabves w~ll momtor the progress of a CSR and will escalate Issues to Motorola Management as described ~n the Customer's custom~zed Customer Support Plan Customer Resoonsib~hties D Pmwde Motorola assigned System ID number when placing a request for service [3 Provide information reqmrod to complete the Customer Support Plan Infrastructure Board Advanced Replacement Descrlotion Replacement of defective Eqmpment w~th new or repaired eqmpment Motorola Resnonslbiht~es D Prowde access to an inventory of equipment that can be sh~pped to Customer's s~te upon request, subJect to ava~lab~hty 13 Sh~p Equipment via overmght carner, unless otherwise specified Motorola w~ll cover shipping and handling dunng the normal operabng hours of 7 00 AM to 7 00 PM CST Shipments outside standard bus~ness hours or NFO (next flight out) are subject to an additional charge Venfy and configure all equipment before sh~pp~ng Maintain past and current vere~ons of firmware to ensure the eqmpment sent to the Customer ~s programmed correctly Motorola reserves the right to upgrade at no add,bona[ charge to Customer Defective Equipment may be repaired at the System Support Center (SSC) and returned to SSC ~nventory for future use Customer Resoonsib~htles Requests to ship equipment outside of the SSC's regular bus~ness hours of Monday -Fnday, 7 00 AM - 7 00 PM CST, excluding hohdays, are subject to additional charges Request must include model description, model number, serial number, type of system, and firmware version D Prowde Motorola w~th a Purchase Order Number when ordenng equipment (The Customer w~ll not be charged for the use of the serwce and no ~nvo[ces w~ll be processed against the Purchase Order unless equipment ~s not returned w~thm the t~me frames stated in the Terms and Conditions ) Malfunctioning Equipment must be sent to the SSC w~thm five working days of receipt of the exchange equipment Add~bonal charges may be ~ncurred by the Customer beyond that per~od Contract No 99- /xyz Page 4 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN D The malfuncbonlng Equipment returned to Motorola must include all documentahon originally sent by the SSC for the return, ~n order to ensure proper tracking of the return D The Customer is responsible for return shipment and ~nsurance charges Technical Support Descrmtlon Motorola wdl prowde Customer technmal staff with centrahzed telephone support for ~ssues that require a high level of Radio Frequency (RF) expertise or troubleshooting on ~nfrastructure equipment, on a seven day per week/twenty-four hour per day (7x24) basis Motor01a's ResDons~bd~tms D Maintain a database w~th the Customer's admm~strabve and system ~nformatmn, history of servme and repairs, and current status of equipment Escalate support issues to other Motorola engmeenng and product groups, necessary D Maintain its help desk lines on a 7x24 bas~s Ma~ntmn and have access to laboratory equipment for system s~mulabons as needed D Work w~th the techmclans ~n the field unhl a soluhon to the problem has been found Coordinate technmal resolutions w~th agreed upon third party vendor(s) as needed C~Istomer ResDons~bihtles Supply system ~nformat~on, type of equipment, model and senal numbers Supply on-s~te presence when needed n Approve any work to be performed Allow Motorola remote connectw~ty to eqmpment to facd~tate d~agnostms $1teSentry Remote MonitorIng/Remote DIagnostics (Smartnet Systems) Descri Dtlon Remote momtormg of cnhcal commumcahon Eqmpment on a seven day per week/ twenty-four hour per day (7x24) bas~s for s~ngle s~te commumcat~ons systems equipped with SiteSentry SiteSentry ~s a Motorola product that utd~zes Motorola's MOSCAD technology When your s~ngle s~te communmat~ons system ~s eqmpped w~th S~teSentry, Motorola monitor cntmal components of the commumcat~on system on a 7x24 bas~s Contract No 99- /xyz Page 5 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN Add~tional alarming of environment, third party dewces, and s~te cond~bons can be provided at an additional cha~le Motorola Resoonslbilit~es Verify alarms, reporting, and connections at beg~nmng of contract, and penodmally thereafter D Create a Customer Service Request (CSR) and d~spatch Fmld Techmcmn when needed [3 Disable and enable alarm system for local techmcmns who go to the s~te when ~ntervent~on ~s needed Verify repair of alarm Provide toll free number which permits alarm reporting to the System Support Center D Prewde 7x24 monitoring Customer Resoons~bihties Allow Motorola's remote access to system w~thout notification to Customer Allow local site techmc~ans access to Equipment ~n the event that remote restoration is not possible D Prowde use of on s~te PSTN line for connecbon to S~teSentry umt FullVlsmn Remote Monitoring/Remote Diagnostics (SmartZone/OmmLink Systems) Descrlptto~ Remote monitoring of cntical commun~cabon Equipment on a seven day per week/ twenty-four hour per day (7x24) basis for SmartZone/OmmL~nk commumcat~ons systems equipped with FullVision FullV~s~on ~s a Motorola product that ubhzes SNMP protocol When your SmartZone/OmmLink commumcat~ons system ~s equipped w~th FullV~sion, Motorola will momtor critmal components of the communmabon system on a 7x24 bas~s Add~bonal alarming of enwronment, third party dewces, and site conditions, can be prowded at an additional cha~le Motorola ResDons~biht~es Verify alarms, reporting, and connectmns at beginning of contract, and periodically thereafter Create a Customer Service Request (CSR) and d~spatch F~eld Techmcmn when needed D D~sable and enable alarm system for local technicians who go to the s~te when ~ntervention is needed E Verify repair of alarm Contract No 99- /xyz Page 6 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN [3 Maintain connecbvlty to system via a 56K dedicated frame relay hnk D Prowde 7x24 monitoring Customer Resoons~b~hbes [3 Allow Motorola's remote access to system w~thout nobflcat~on to Customer D Allow local s~te techmc~ans access to Eqmpment ~n the event that remote restoration is not possible III HOW TO OBTAIN SERVICE To obtain service of the infrastructure system dunng the Enhanced System Support Plan penod, 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 Should a request for service not be covered by the Motorola Enhanced System Support Plan, Motorola will contact the Customer and provide an esbmate for the requested service The Service Center will await authorization and a purchase order number from the Customer to proceed w~th the repair If an eme~lency response, not covered by the Motorola Enhanced System Support Plan, ~s required, Motorola w~ll perform repairs which are necessary to minimize downbme of the equipment, and will contact the Customer dunng the next bus~ness day to obtain a purchase order number for the Repair IV SUBSCRIBER EQUIPMENT REPAIR SERVICE Subscriber RepaIr Coverage Descdot~on Motorola will prowde repair serwces to the subscriber eqmpment hsted on your Motorola Servme Agreement Order Form Motorola ResDons~b~htms Repair defecbve mobile and/or portable radios whmh do not conform to Motorola's speclflcabons as a result of normal wear and usage and gradual deter~oret~on of components E] Adwse Customer of the approximate date the umt w~ll be repaired, should the umt require repairs beyond first echelon E] Notify the Customer ~n the event of repairs not covered by the Motorola Enhanced System Support Plan ("Above Warranty Repairs") and prowde quote to repmr Await approval from Customer m order to proceed w~th Above Warranty Repairs Test units for proper funcboning once repair ~s complete Contact Customer by telephone when repaired umt ~s available for pink-up Contract No 99- /xyz Page 7 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN customer p, escons~b~ht~es D Dehver Subscriber units to the Authorized Motorola Service provider at the Serv~cer's location (md~cated on the front of your Motorola Service Agreement Order Form), during normal bus~ness hours, Monday -Fnday 8 00 AM to 4 30 PM local business time, excluding hohdays ~] Attach to each radio needing repair a tag w~th the following ~nformat~on Customer ~nformat~on, department number ~f apphcable, and brief description of problem, ~f known [; Provide a purchase order number ~n the event of Above Warranty Repairs V SOFTWARE SERVICES Software Subscription Services Descriohon Motorola w~ll prowde software subscription serv;ces as hsted below for the Motorola Software apphcable to the upgrade capable Motorola commumcabon equipment that is m the Customer configuration idenbfled 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 s~gmfled by changes to the first dtg~t of the version identifier number (e g SmartZone 2 0 3 to SmartZone 3 0) "Enhancement Release" - A superseding ~ssue of Software which adds to, ~mproves, or enhances the performance of Software Features contained ~n the then currently sh;pplng Software version These releases are s;gmfled by changes to the second dig~t of the version ~dent~fier number (e g SmartZone 3 1 to SmartZone 3 2) "Feature" - A Software funcbonahty "Standard Feature" - An additional software funchonahty for components of Customer's system that ~s available to Customer ~n the standard software release "Optional Feature" - An add~bonal software funchonahty ~ssued w~th a Core Release that ~s available to Customer at additional cost Motorola Resoons~b~ht~es n Provide Customer notme bullet~ns announcing Enhancement and Core Releases Prewde Software Enhancement Releases applicable to Features prowded to Customer by Motorola under th~s Agreement and as ordered by Customer from the nobce bulletins n Provide those Standard Features included in a Core Release whmh apply to Customer's ex,sting system components n Optional Features ~ssued w~th a Core Release are not prowded pursuant to the Software Subscripbon Program but are available to Customer, as a Program Contract No 99- /xyz Page 8 Rev 04/01/99 EXHIBIT C - ENHANCED SERVICE SUPPORT PLAN subscnber, at a discounted pnce under a separate agreement The d~scount available to Customer for voice system Ophonal Features w~ll be 20% off the current Motorola list price Customer Resoons~b~l~hes Customer must contact its Motorola representahve upon rece~wng a bulletin m order to receive Enhancement or Core Release n Customer ~s responsible for payment of any charges associated w~th addlbonal engineering or hardware required for each Enhancement Release or Core Release that it chooses to ~nstall Additional eng~neenng may be required if Customers system prewously had specially developed options Contact a local serwce provider for ~nstallahon assistance, ~f reqmred Customer ~s 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, ~t may hm~t or eliminate the applicability of future releases or enhancements to ~ts system n Use the Software and releases m accordance w~th the terms of the Motorola software hcense agreement executed by Customer, or Uotorola's standard software hcense terms, if no I~cense was signed Contract No 99- /xyz Page 9 Rev 04/01/99 EXHIBIT D - SERVICE AGREEMENT THIS SERVICE AGREEMENT ~s entered into by and between Motorola, Inc ("Motorola") and the customer named in this Agreement's Attachments ("Customer') Section t DEFINITIONS ~Servme Agreement" means this Service Agreement and ~ts Attachments, "Equipment" means, collectively and in part, the communication equipment that is specified in the Attachments or that is subsequently added to th~s Service Agreement Section 2 ACCEPTANCE The terms and conditions set forth in th~s Service Agreement and ~n Attachments w~II become the Service Agreement only when acknowledged and accepted in wr~bng by Motomla's Schaumburg, Ilhnols Service Department Section 3 SERVICE DEFINED A Motorola agrees to provide services for the Equipment as spectfied m the Attachments~and in accordance with the following standards (0 Motorola parts or parts of equal quahty t~at are new or are warranted as "like new" will be used, (H) the Equipment w~ll be Serv~cedat levels set forth In Motorola's product manuals, and (~i0 reut~ne servme procedures that are prescnbed from t~me to time by Motorola for ~ts products w~ll be followed B All communication eqmpment purchased by Customer from Motorola ("Additional Equipment") that ~s part of the same communicahons system or of s~m~lar type as the Equipment covered under this Service Agreement w~l] be automabcally added to th~s Service Agreement and w~ll be b~lled at the apphcable rates after the warranty period has expired Motorola may also prowde additional services ("Above-Contract Servmes") at Customer's request that will be b~lled at Motorola's then apphcable service rates C All Equipment must be m working order on the Start Date of the Service Agreement or at the tlme the Eqmpment is added to the Servloe Agreement Customer must prowde a complete serial number and model number list e~ther prior to the Start Date or prior to the t~me that the Equipment ~s added to the Service Agreement and must md~cate ~n the Attachments any Equipment that ~s labeled ~ntrlnsically safe for use in hazardous environments D Customer must ~mmed~ately not~fy Motorola in writing when any Equipment is lost, damaged, or stolen Customer's obhgatlon to pay Service fees for such Eqmpment w~ll terminate at the end of the month ~n whmh Motorola receives such written nobce E If Equipment cannot, ~n Motorola's opinmn, be properly or economically serviced for any reason Including excessive wear, unavallabIhty of parts, the state of technology, or the prectmal feas~b~hty 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 Servme Agreement, or (3) ~ncraase the pdce to Servme such Equipment F Customer must notify Motorola or Motorola's Subcontractor ~mmedmtely of any Equipment failure Motorola will respond to CustomeCs not~flcatmn ~n a manner consistent w~th the level of servme purchased as mdmated In the Attachments Section 4 EXCLUDED SERVICES A Servme does not include the repair or replacement of Equipment that has become defective or damaged due to physmal or chemical m~suse or abuse from causes such as hghtning, power surges, or hquids Contract No 9g- /xyz Page I Rev 04/01/99 EXHIBIT D - SERVICE AGREEMENT B Unless specifically Included In the Attachments, Service does not include repair or maintenance of any transmission line, antenna, tower or tower I~ghting, duplexer, combiner, or multicoupler Motorola has no obligation or responsibility for any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmiss~on medium C Unless specifically included in the Attachments, Service of Eqmpment does not include items that ara 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 repragramm~ng of Equipment, accessories, belt chps, or battery chargers, custom or Special Products, modified un~ts, or software E Service does not include cert~ficabon programs, software support, reprogrammmg, or modifications to Equipment ralated to assunng the correct processing, pravldlng, or receiving of date data from, into, or between the year 1999 and the year 2000 Section $ RIGHT TO SUBCONTRACT/ASSIGNMENT Motorola may assign its rights and obl~gabons under th~s Service Agreement and may subcontract any portion of Motorola's performance called for by th~s Service Agraement Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location spec#~ed 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 w~ll prowde all informabon pertaining to the hardwara and softwara elements of any system with which the Equipment is ~nterfacing that enable Motorola to perform its obligations under this Service Agraement Unless otherwise specified in the Attachments, the ho~rs of Service wdl be hours of 8 30 a m to 4 30 p m, excluding weekends and hohdays Section 7 PAYMENT Motorola will mvolce Customer In advance for each payment period All other charges w~ll be billed monthly, and Customer must pay each invoice w~th~n thirty (30) days of the invome date to the Motorola office designated by Motorola Customer agrees to ra~mburse 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 heraafter imposed on th~s Service Agraement by any governmental entity Motorola does not by th~s Agraement make any price guerantees except as stated ~n the Order Form Section 8 WARRANTY Motorola warrants that its Services under this Serwce Agraement w~ll be free of defects in materials and workroanshlp for a period of ninety (90) days beyond the expiration or termination of this Agraement Customer's sole ramedles are to raqu~ra Motorola to ra-perform the affected Service or to refund, on a pro-rata basis, the Serwce fee pa~d 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 s~gned by a Motorola authorized s~gnatory, Motorola specifically d~sclaims all certifications regarding the manner m whmh Motorola conducts its bus~ness or performs its obligations under this Service Agreement Section 10 DEFAULT/TERMINATION A Customer agrees to provide Motorola written nobce of any default of th~s Service Agreement to state the nature of the default Noncomphance w~th regulatory laws or disadvantaged business entity roqmrements may not be cause for default If Motorola does not cure the default within s~xty (60) days, Customer may terminate that porhon of the Service Agreement that is ~n default by giving Motorola thirty (30) days prior written not~ce B Any dmpute will be resolved by mutual agreement C Neither party ~s hable for delays or lack of performance resulting from any causes such as str~kes, material shortages, or acts of God that are beyond that party's reasonable control Section 11 LIMITATION OF LIABILITY Notwithstanding any other prowsion, Motorela's total liab~hty for losses, whether for breach of contract, negligence, indemnity, warranty, or strmt hablhty in tort, m hm~ted 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 prmr 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 s~gned by both parties B Customer agrees to reference thfs Service Agreement on all purchase orders Issued pursuant to this Service Agreement Neither party w~ll be bound by any terms contained in Customer's purchase order or elsewhere (even ~f It is attached to the Service Agreement) In the event of a confhct between the ma~n body of th~s Service Agreement and any Addenda or Attachments, the ma~n body of th~s Servme Agreement will take precedence, unless the Addendum or Attachment specifically states otherwise Sectmn '13 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obta~mng hcenses or other authorizabons required by the Federal Communlcatmns Commission ("FCC ") or any other federal, state, or local government agency and for complying with all rules and regulations reqmred by such agencies Neither Motorela nor any of its employees ~s an agent or representabve 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 ~nteIlectual property created as a result of or related to the products sold or Services performed under th~s Service Agreement Contract No 99- /xyz Page 3 Rev 04/01/99 EXHIBIT D - SERVICE AGREEMENT B reserves the right to Ilm~t access to its confidential and proprietary information llncludlng cost and pricing data 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 =allure to exercise any right wlll not operete as a waiver of that right, power, or privilege tExcept for money due upon an open account no action may be brought for any breach of D /thIs Bervlce Agreement more than one (1) year after the accrual of such cause of action E IThe 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 anmversary of the Start Date unless either party notifies the other of Its Intention to discontinue the Agreement w thin thirty days of that anniversary date F If Motorola provides Service after the termination or exptrabon of thru Agreement, the terms and condttions and any prices in effect at the time of the termination or expiration will apply to that Serwce Cu Motorola, Inc. Nam ha ez Name SIEV£N J PALM I ~ity Manager T~tle AREA CONTROLLER Title RrV~. £DAJ[~V~ R~ EG AS T,O FO~M SCDTT DODGE £ MOTOROLA ATTI~ST: JENI~ER WALTERS, CITY SECRETARY BY APPi .OVED AS TO LEGAL FORM HER IERT L PROU Y ¢ontrect No go- /xyz Page 4 Rev 04/01/go SOFTWARE SUBSCRIPTION AGREEMENT EXHIBIT D - SOFTWARE SUBSCRIPTION AGREEMENT This Motorola Software Subscription Agreement ("Agreement") ~s between Motorola, Inc, a Delaware corporet~on ("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 major enhancements These new versions are signified by changes to the first d~g~t of the version identifier number (e g SmartZone 2 0 3 to SmartZone 3 O) ENHANCEMENT RELEASE A superseding issue of Software which adds to, Improves, or enhances the performance of Software Features contained m the then currently sh~pping Software version These releases are s~gmfied by changes to the second or third d~git of the version ident~fler number (e g SmartZone 3 1 to SmartZone 3 2, Private DataTAC 2 0 1 to 2 02) FEATURE A Software functionality STANDARD FEATURE An additional software funcbonahty for components of Customer's system that is available to Customer m the standard software release OPTIONAL FEATURE An additional software funchonahty ~ssued w~th a Core Release that Is available to Customer at additional cost SPECIAL PRODUCT FEATURE Features specially developed for Customer which contain Customer umque functionality Section 2 SUBSCRIPTION PROGRAM During the term of th~s Agreement, Motorola will provide Customer w~th the software subscription services described below ("Software Subscription Program") for upgrade capable Motorola commumcat=on equipment that ~s ~n the Customer configuration ident~fled ~n Attachment A to this Agreement Non-Motorola manufactured software, Non-CGISS software, and Radio Service Software (RSS), are excluded from the Software Subscnpbon Program A Motorola w~ll prowde periodic Motorola Software Enhancement Releases applicable to Features currently prowded 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 prcwde those Standard Features Included m a Core Release which apply to Customer's existing system components Customer is responsible for the purchase and license of add~bonal 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 d~scount available to Customer for voice system Optional Features will be 20% off the current Motorola hst price The discount available to Customer for data system Optional Features w~ll be 15% off the current Motorola list price Once an Optional Feature is prowded to Customer, Customer will be enbtled under this Agreement to all Enhancement Releases for that Optional Feature D Specml Product Features previously developed by Motorola unique to Customer's system may require additmnal englneenng effort to be incorporated into a Enhancement Release or Core Release so that the Special Product Feature w~ll not be overwritten upon its installation Contract No 99- ./xyz Page 1 Rev 04/01/99 EXHIBIT D - SOFTWARE SUBSCRIPTION AGREEMENT Upon request, Motorola will determine whether a Specml Product Feature can be Incorporated into a Enhancement Release or Core Release and whether additional englneenng effort Is mqulmd Customer will be responsible for all charges associated with any additional eng~neering required for each Enhancement Re[ease or Core Release that It chooses to install Such equipment and engineenng are not ~ncluded as part of the Software Subscription Program and may be provided pursuant to a separate agreement ~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 ~ts Motorola representabve 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 ~nclude m~nor 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 apphcablhty of future releases to its system G Because the Software Subscription Program ~ncludes Enhancement Releases for only the currently shipping software version and those prior versmns that Motorola may be supporting ,during the term of the Agreement, Customer is encouraged to m~grate 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 ex~sting System Addlbonal hardware, Motorela Software, and engineered modifications may be required if Customer desires to migrate to a partmular Core Release or Enhancement Release Such addlbonal hardware, Motorola Software and engineering are not included as part of the Software Subscription Program and may be provided pursuant to ~a separate agreement If the s ze and comp ex ty of Customer's System warrants, Motorola I o , may provide consultat[ n services to determine the technological, operet~onal and financial Impact of Instalhng 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 Attechment 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 subscnptlon year) baded on the new configuration Motorola will refund to Customer any amounts previously paid foriSoffware Subscription Program fees that are reduced due to a new configuration if the Software Subscription Program fees are increased due to a new conflgurabon, 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 partms Contract No 99- /xyz Page 2 Rev 04/01/99 EXHIBIT D - SOFTWARE SUBSCRIPTION AGREEMENT B The Customer may terminate this Agreement at any bme prior to the exp~rahon of ~ts term by providing written notice of such termination to Motorola Such terminat~on will be effective at the next annual anniversary date following Motorola's receipt of the written notice Motorola will refund to Customer any pre-pa~d Software Subscription Program fees for the terminated period C The Agreement w~ll automatically terminate ~f, 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 Subscnpbon Program, m whmh 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 enhty, upon execution of this Agreement, Customer must provide Motorola w~th tax exemption certificates from the appropriate tax authonties Section 6 EXCLUDED SERVICES The Software Subscription Program does not ~nclude repair or replacement of hardware or software defects not corrected by the Enhancement Releases and Core Releases nor does ~t Include repair or replacement of defects resulting from any nonstandard or ~mproper use or conditions or from unauthorized installabon of Motorola software Section 7 OWNERSHIP AND USE OF SOFTWARE All rights and t~tle 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 updn written request Sechon 8 DEFAULT Motorola at any time may suspend subscnptmn services or terminate th~s Agreement If (a) Customer fails to pay any fees within thirty days after such fees are due, (b) Customer fa~ls to correct a breach of th~s Agreement within thirty days after notice from Motorola of such breach, (c) ICustomer's right to use Motorola software under a Motorola software hcense agreement expires or ~s terminated, or (d) Customer replaces ~ts 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 OF~SUCH DAMAGES Section 10 GENERAL A NOTICES All notices, consents, and waivers permitted or roqmred under th~s Agreement w~ll be deemed given upon receipt and must be delivered ~n writing to the below addresses Change of address must be in wrltmg to the other party Contract No 99- /xyz Page 3 Rev 04/01/99 EXHIBIT D - SOFTWARE SUBSCRIPTION AGREEMENT The City of Denton, Texas Motorola, Inc Attn Harry Hettlnger Attn Contracts & Comphance Manager 901B Texas Street 9980 Carroll Canyon Road ,Denton, Texas 76201 San Dmgo, Ca 62131 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 dlsrupUons 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 nghts under this Agreement without Motorola's pdor consent F ENTIRE AGREEMENT AND AMENDMENT This Agreement, along with its Attachment A, contains the parties' entlra agreement regarding the Software Subscription Program and may be amended only in a wdtlng 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 ~GOVERNING LAW This Agreem/ent will be governed by the laws of the State of Ilhnols T~ ~-¢~ltyof Dentoj% Texas / Motorola, lnc -- "--~' Name $~£VEN J. PAl M Tltl City Man, ager TitleAREA CONTROLLER Da $- O l ats ./- / - / ATT] ',ST. SGDfT OO0i[ ' /DATE YEN') IFER WALTERS, CITY SECRETARY MOTOROLA BY APPi ,OVED AS TO LEGAL FORM ~ HER IERT L PROUTY Contract Nb 9g- /xyz Page 4 Rev 04/01199 ~,~,~,ATTACHMENT 1 (SSA) ATTACHMENT l TO EXHIBIT D SYSTEM CONFIGURATION SYSTEM CONFIGURATION Choose and complete the applicable sections below: Private, DataTAC System SSA Number of Database Stations in Operation Number of Network Controllers inOperatlon Number of Data Devices In Operation (MW520, Forte, VRM Modems) IP Messaging (Yes / No) RNC Redundancy (Yes / No) Network Management (Yes / No) Mobility Management (Yes / No) Security Services (yes / No) II SmartZone System SSA Number of Sites (in addition to the Prime Site) Number of Repeaters In Operation Number of Subscribers in Operation (Mobiles and Portables) OmnlLInk Operation (Yes / No) Digital Operation (yes / No) III SmartNet System SSA (Single Site or Slmulcast) Number of Remote Sites (in addition to the Prime Site) Number of Repeaters In Operation Number of Subscribers In Operation (Mobiles and Portables) D~gltal Operation (yes / No) IV Conventional System SSA Number of Repeaters in Operation Number of Subscribers In Operation (Mobiles and Portables) D~gltal Operations (Yes / No) Integrated Voice and Data (Yes / No) V Console Only SSA (not required if System SSA is pumhased) Number of Operator Posibons Number of Channels VI Centrallnk2000 USA SSA TERM Beg[nmng of Term (chooee one only) Expiration of existing Subscription Period (renewal) Immediately upon execution of Software Subscription Agreement Other (please specify date) Contract No 99- /xyz Page 1 Rev 05/01/99 I ~ ~'~ ATTACHMENT 1 TO EXHIBIT D ~ ~ ~ ~ 8YS~EM CONFIGURATION Length of'l years,~l 2 3 4~or5) Contra~ N~ ~9- ~ /~z , '/ Page 2 Rev 05/01/99 ATTACHMENT t TO EXHIBIT D SYSTEM CONFIGURATION SSA PROGRAM FEES Annual Fe~s (before di$counO System SSA Fee Consol~ Only SSA Fee CENTRALINK 2000 SSA Fee SP Cov~erage Quote Total Annual Fee (before discount) ~ Multi-Year D scount Love (choose the discount corresponding to the length of term) D1Yrs 0% EI2Yrs 0% , O3Yrs 5% D4Yrs 5% DSYrs 10% Total Annu ee (after dlscoun ' ' Total Fees ~urlng Term Chosen Payment Methods (cheek only one) ,,, (^) Payment of total Fees due upon execution of SSA (B) Payment] of Annual Fee due upon first~ ~day of each subscription year (C) Ct!er (specify) Contract No 99- /xyz Page 3 Rev 05/01/99 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 EUTE CONSOLE TRAINING 3. SYSTEM TRAINING 3.1 TRAINING 3. 1.1 Overview Motorola's Worldwnde Learning Servnces orgamzatnon dedncates ntself exclusnvely to offering the most comprehensnve trmnmg available for Motorola's advanced radno eqmpment We understand that your eqmpment ns a hnghly sophnstncated commumcatlons instrument and, as such, reqmres specnahzed trannmg to fully reahze the eqmpment's potentml Thus, you need quahty trmmng that only Motorola delnvers for qualnty Motorola products Instructors Motorola's Customer Trmmng Center offers advanced trmnmg fac~lntnes, resources, and techmques to help you achieve the maxnmum potential from your commumcattons investment A successful training experience also reqmres expertnse and dedmatnon on the part of the instructor as well as the trainee At Motorola, our techmcal instructors have extensnve backgrounds m RF commumcatnons, m~crowave technology, telephony, d~gltal logm and nucroprocessors, as well as computer sc~enee Instructors' formal trannmg vanes from postgraduate degrees nn occupational education and electromcs to a variety of mlhtary instructor programs Smee cont~nmng education ~s crucial to continued success, Motorola instructors recenve more than 100 hours of training annually m commumcations technology and tranmng techmques Our close relationsh~p w~th product desngn and development ensures current, accurate ~nformanon for every product Efficiency Using Motorola technology to ~ts fullest will assist performance at every level of system operation Over the lnfe of your system, these efficnencnes add up to large dollar amounts Recenvnng the proper training ~ncreases your employees' efficiency m their use of the system Integrahon of Trmning Motorola's Worldwnde Learning Servnces orgamzatnon ns unmatched m their ability to deliver integrated tranmng packages to mrtually any type of client From sophnstmated tralmng need analysis to ongoing trmnmg throughout the lnfe cycle of your product or system, Motomla's Worldwnde Learmng Servnces can help ensure that your investment m training today is an nnvestment for your future Confidential and Propneta~ CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3.1.2 Motorola Advantages Transfer of Knowledge Successful system implementation as well as ongotng system management and maintenance can be greatly enhanced by the careful transfer of knowledge from Motorola m-house experts to system managers, techmctans, and end users Cr]ttcal elements of knowledge transfer include knowledgeable instructors., well- designed courseware, lab act]vtttes, and system hardware and software that closely parallel your operatmg environment integrated wtth proper system documentatton To understand your specffic configuranon and product features, there ts a well-defined commumcatton bnk between Worldwtde Learning Servtces and Motorola's field personnel Th~s hnk keeps us apprised of any spectal issues that arise Applying thts approach allows us to promde tailored system manager, techmctan, dispatcher, and end user tra]mng Through careful Needs Analysis, we design and develop tramlng that enables you to become self-rehant wtth your eqmpment This trmmng can take place at one of our tralmng centers or at your location Ouahty of Instructors A careful blending of background, experience and conttnuous tratmng creates a grounded, intellectually st]mulattng, and accesstble instructor who wtll professtonally dehver your training Understandmg that, the instructor will generate a trmnmg environment where students feel empowered to learn You can be assured that your Motorola instructor utlhzes the Needs Analysis of your product or system The process also ensures that your mstructor readily understands the eqmpment, fashtonmg a smooth and effective trmmng event Quality of Mater,al Course material performs a vital role ~n the trammg process and tn the transfer of knowledge to the job site It ts not enough for the material to look professtonal Course curnculum follows a design philosophy that mstmctors adhere to dunng the trmmng event Good course materials are easy to use, well integrated into the course destgn Because Motorola follows research-driven mstmctmnal design methodology, our course materials are specffically destgned for ease of use and effecttve transfer of knowledge to the job (~I~01FOi~OZ.A Confidential and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Course cumculum can be tailored to reflect your mdtvtdual product We provide relevant documentaUon pertamtng to your product dunng the tralmng event Knowledge Retention Following a training event, the knowledge learned can somettmes be lost tn the transttton to the operating envtronment To maxnmze retentton and transfer to the.lob, our instructional destgners conduct task analyses to determtne performance criteria as part of the Motorola design process Motorola's Worldwide Technical Education tratning methodology is based upon several key criteria 4- Course design is driven by an analysis of learner needs · :. Learning objecttves are based upon what learners need to accomphsh on the job · :. Our trmmng strategies are based upon maxmuzmg transfer of skalls to the job, and retentton/reuse of effecttve learning Motorola accommodates these criteria in the following ways · :-Course content ts focused on how-to, rather than theory · :.Class discussions are apphcat~on based · :-Trmmng incorporates maximum hands-on lab opportumttes · :-Integratton of customer specific job aides into the classroom experience and the lab acttvmes, as well as through vtdeo support Course design, based on these customer-driven performance objectives, has determtned that task~driven courses provide better knowledge retention for the students Because of the course destgn, students wtll matntam the knowledge taught and apply tt for tmmedtate results that will extend the hfe of your product (~MO'rOI~OI,.A Conhdentlal and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3.1.3 Types of Tratning Available Based upon our years of experience, we have deterrmned that the following trmmng will best serve your needs for comprehensive trmmng educahon Instructor Lad Our quahfied 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 m spectfic and everyday occurrences of programming, maintenance, and troubleshooting assocmted w~th your product Prereqms~tes We strive to provide a training experience that exceeds your expectations You can help us ensure a posttlve experience by reviewing prerequisite requirements that are designated m your tramtng plan Prereqms~tes provide crtt~cal foundation knowledge that will be budt upon durmg your classroom training As such, the instructor will not be able to cover content that ts included m prerequisites so therefore tt ~s tmperattve that you complete them If not, your subsequent traimng class may not provide the desired learning results 3.1.4 Tratning Plan~Matrix-City of Denton, Texas Duration # of Course Group # of Sessions (days) Locahon Date Attendees CENTRACOM Gold Elite Tram the Trainer for 1 t Denton Texas TBD 4 Ahas Database Manager Supen/Isors (ADM) (One Training Console) (3) ADMIN Admmmtralor (One Training Console) (1) CENTRACOM Gold Elfle Tram the Trainer for 1 1 Denton, Texas TBD 3 Console Operator (One Operators and Training Console) Supervisors CENTRACON Gold Ehte Ut~llbas Operators 2 1 Denton Texas TBD 4 Operator Utiht~ss (One and Super~sors Training Console) (4 Hour (2 Sessions) Students Per Sessmn) Confidential and Proprietary CITY OF DENTON GOLD ELITE CONSOLE TRAINING 3.1.5 Course Descripbons In the process of assessing your trmnmg needs, Motorola has ~dentlfied the following course(s) that are necessary to achieve your training goals Attached below are descriptions for each tralmng course, included in this proposal 3 1 5 lCENTRACOM Gold Elite Console Operator Training Overview Th~s course provides D~spatch Console Operators with an lntroductmn to the dispatch console, ~ts basic operation and to the tmlored Job rods available for assistance in operation The learning experience ~s a m~x of wdeo, instructor led facilitation and hands-on acttvmes to help console operators perform common tasks assocmted w~th their console's operanon Note Course given as customer spectfic, wtll cover optwns pertinent to customer eqmpment Des{gned For Tram the Trmner for D~spatch Console Opera{ors and Supervisors Learning Obleetlves Upon completion, the pamc~pant will be able to · :. Perform basic operaUonal tasks of the dispatch console · :- Utilize the prowdedjob rods to perform specffic tasks associated with the console · :- Understand a h~gh level wew of the system configuration Course Topics · :. H~gh level overview of the customer system configuration · :- General console operaUon · :- Proper operaUng procedures for specffic customer features Program Length 8 Hours (~) J~O"roJ~OL,4 Conhdent~al and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Prerequ,sites' None required 3 I 5 2 CENTRACOM Gold Elite Adm,nistrative Operator Training Overview This course prowdes Dispatch Console Operators w~th an introduction to the dispatch console, Its basic operation and to the tmlored job aids available for assistance ~n operation The learmng experience is a nux of video, instructor led faclhtation and hands-on actlwt~es to help console operators perform common tasks associated with their console's operation Note Course given as customer specie, will cover options pertment to customer equipment Oes,gned For. Train the Trainer for Dispatch Console Supervisors Learn,ng Object,ves Upon completion, the participant will be able to · .'. Perform basic operational tasks of Alias Data Base Management · :.Perform basic operational tasks for Console Data Base Manager · :.Perform basic operational tasks for ADMIN ¢- Utihze the provided job a~ds to perform specific tasks associated w~th the console ..n Understand a high level view of the system configuration Course Topics ¢' H~gh level overview of the customer system configuration · :-General console operation · :.. Proper operating procedures for specific customer features Confidential and Propnetary CITY OF DENTON GOLD ELITE CONSOLE TRAINING Program Length 8 hours Prerequisites · :. None required 3.1.6 Terms and Condibons 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 eqmpment, cables, card extenders, etc 2 A successful training event requires that the students have adequate time for hands-on intervention with their subscriber umts The customer or project team shall supply product equipment Motorola's Custo~ner Training Center recommends that there be one subscriber unit available per user present in the training session In the case of console end-user tralmng, Motorola's Customer Training Center recommends that there be at least one console posit~on for every two dispatch operators 3 A successful training event also reqmres appropriate facd~t~es m which to dehver training The customer or project team wdl ensure that the necessary equipment (which can include but is not hrmted to chalkboard, projector screens, student tables and chairs) lb 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 m a language other than English because of the limited resources available 6 Acknowledging there are costs associated with prepanng a training program, Customer agrees to notify Motorola immediately ~f Customer or project team requires a date change for a scheduled trmmng 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 (~Mo'roJ~'OL~ Confldentml and Propnetary CiTY OF DENTON GOLD ELITE CONSOLE TRAINING Add~tional information made available later may require Motorola to update this proposal and the price 8 All prices are valid through the year 2001 (~WIOTO~OJ.A Confidential and Propneta~7 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 orgamzation dedicates itself exclusively to offering the most comprehensive training available for Motorola's advanced radio eqmpment We understand that your eqmpment is a h~ghly sophistmated commumcatlons instrument and, as such, reqmres specialized trmmng to fully reahze the equipment's potential Thus, you need quahty traimng that only Motorola delivers for quahty Motorola products Instructors Motorola's Customer Traimng Center offers advanced tra~mng fac~hnes, resources, and techmques to help you achieve the maximum potential from your commumcat~ons investment A successful training experience also requires expertise and dedtcation on the part of the ~nstructor as well as the trainee At Motorola, our techmcal instructors have extenstve backgrounds m RF commumcat~ons, nucrowave technology, telephony, d~g~tal logm and rmcroprocessors, as well as computer science Instructors' formal trauung vanes from postgraduate degrees tn occupattonal education and electromcs to a variety of military ~nstmctor programs S~nce continuing education ~s crucml to conttnued success, Motorola instructors receive more than 100 hours of training annually ~n commumcat~ons technology and trmnmg techmques Our close relationship w~th product design and development ensures current, accurate mformatmn for every product Eff,clency Using Motorola technology to ~ts fullest wdl assist performance at every level of system operation Over the hfe of your system, these efficiencies add up to large dollar amounts Rece~wng the proper trmnmg increases your employees' efficiency m their use of the system Integrahon of Traln,ng Motorola's Worldwide Learning Serwces orgamzat~on ~s unmatched tn their abd~ty to dehver integrated trmnmg packages to wrtually any type of chent From sophisticated trmnmg need analys~s to ongoing tralmng throughout the hfe cycle of your product or system, Motorola's Worldwide Learning Services can help ensure that your ~nvestment ~n training today ~s an investment for your future CITY OF DENTON SITE LENS TRAINING 3.1.2 Motorola Advantages Transfer of Knowledge Successful system ~mplementat~on as well as ongmng system management and maintenance can be greatly enhanced by the careful transfer of knowledge from Motorola m-house experts to system managers, techmclans, and end users Critical elements of knowledge transfer include knowledgeable instructors, well- destgned courseware, lab activities, and system hardware and software that closely parallel your operating enwronment integrated w~th proper system documentation To understand your specific configuration and product features, there ~s a well-defined conunumcatlon hnk between Worldwide Learning Services and Motorola's field personnel Th~s link keeps us apprised of any special ~ssues that ar~se Applying th~s approach allows us to provide tailored system manager, techmc~an, d~spatcher, and end user tralmng Through careful Needs Analys~s, we design and develop training that enables you to become self-rehant w~th your eqmpment Th~s 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 trmmng creates a grounded, ~ntellectually stimulating, and accessible ~nstmctor who wall professmnally deliver your tmmmg Understanding that, the instructor w~ll generate a tr,unmg enwronment where students feel empowered to learn You can be assured that your Motorola instructor utilizes the Needs Analys~s of your product or system The process also ensures that your instructor readily understands the eqmpment, fash~omng a smooth and effecttve training event Oual,ty of Material Course material performs a wtal role ~n the tramtng process and m the transfer of knowledge to the job s~te It ~s not enough for the material to look professional Course cun'mulum follows a design philosophy that instructors adhere to during the traanmg 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 spectfically designed for ease of use and effective transfer of knowledge to the job (~MOTOROLA ConfidentJal 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 tralmng event Knowledge Retention Following a training event, the knowledge learned can sometimes be lost m 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 Techmcal Education tralmng methodology ns based upon several key crlterm. Course design is driven by an analysis of learner needs · :- Learning objectives are based upon what learners need to accomplish on the job · :' Our training strategies are based upon maximizing transfer of skdlls to the job, and retention/reuse of effective learning Motorola accommodates these criteria ~n 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 · :.Integration of customer specffic job aldes into the classroom expermnce 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 mamtmn the knowledge taught and apply it for immediate results that will extend the life of your product (~IIiIOTOIIOLA Confidential 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 quahfied instructor(s) wall lead your students through the requested course tmlored 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 m your training plan Prerequisites prowde critical foundation knowledge that wall be built upon dunng your classroom training As such, the instructor will not be able to cover content that is included in premqmsites 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 Durabon # ol Course Group # of Sess~ans (days) Location Date Altende es S~to Lens End User Training Systems Managers 1 2 Denlon Texas TBD 2 3.1.5 Course Descriptions In the process of assessing your training needs, Motorola has ldentffied the following course(s) that are necessary to achieve your training goals Attached below are descnptmns for the training course, included in th~s proposal Conhdenhal and Propneta~y CITY OF DENTON SITE LENS TRAINING 3 1 5 I Site Lens End User Tra,mng Overview This course provides communications management personnel, dispatch supervisors, and d~spatchers who will be revolved with, or who wall operate S,te Lens The learning experience is a mix of rodeo, instructor led faclhtat~on and hands-on act~wtms to help operators perform common tasks assocmted with their S~te Lens operaUon Note Course gtven as customer spectfic, wdl cover opttons pertinent to customer equtpment Oes,gned For Management Personnel and Dispatch Supervisors Learmnfl Objecbves Upon completion, the participant will be able to · :- Dmcuss 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 S~te Lens SMT Access appbcatlon to backup and restore the system database and to uqe tile command line access for managing the central controller 4, Demonstrate the use of the S~te Lens RCM apphcauon to manage radio d~spatch commands · :- Demonstrate the use of the Site Lens Basic Statistics application to wew and pnnt radio and system user data Course Topms · :.Htgh level overview of the customer system configuration · .'. General Stte Lens operation 4° Proper operating procedures for specffic customer features Confidential and Propnelary CiTY OF DENTON SITE LENS TRAINING Program Length Two (2) 8 hour Days Prerequisites- · :' Commumcat~on System Concepts (NST021) or eqmvalent ~.'Basra Trunkmg Concepts CD-ROM (TRK 100) or eqmvalent · :. Knowledge of SMARTNET Overview CBT · :. Familiarization with Windows NT operating system 3.1.6 Terms and Condttions A successful trmmng event reqmres that the students have adequate time for hands-on mterventAon with their equipment The customer or project team shall supply product equipment This includes all necessary test eqmpment, cables, card extenders, etc 2 A successful training event requires that the students have adequate time for hands-on intervention w~th theAr subscriber units The customer or project team shall supply product equipment Motorola's Customer Trmmng Center recommends that there be one subscriber umt available per user present In the training session In the case of console end-user training, motorola's Customer TramAng Center recommends that there be at least one console position for every two dAspatch operators 3 A successful trmnmg event also requires appropriate facd~nes m whmh to debver training The customer or project team will ensure that the necessary equipment (which can include but As not hrmted to chalkboard, projector, screens, student tables and chmrs) Is in place for the traimng event 4 Student materials will be furmshed by Motorola's Customer Traraing Center 5 While At As important that Motorola meets the customer's requested traimng dates, the final class dates are determined by instructor avallabd~ty ThAs is especially Amportant when training In a language other than English because of the hrmted resources available Confidential and Proprietary CITY OF DENTON SITE LENS TRAINING 6 Acknowledging there are costs associated w~th preparing a tra~mng program, Customer agrees to not~fy Motorola ~mmed~ately ff Customer or project team reqmres a date change for a scheduled training program In any event, if Customer or project team cancels or rescbedules a training program w~thln 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 m advance to gather all relevant mformat~on to produce th~s proposal and ~s based on mformat~on avmlable at th~s t~me Additional ~nformat~on made avatlable later may reqmre Motorola to update this proposal and the price 8 All prices are vahd through the year 2001 Confidenbal and Propnetaty ORDINANCE NO~9~)O/-g:~ '~~- AN ORD~qANCE 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 CaW awarded a Contract for the 800 Mlaz Radio System Upgrade & Relocation ~n the amount of $837,231, and WI4_EREAS, change orders one and two m the amount of $11,110 were added to the contract, and WHEREAS, the C,ty Manager hav,ng recommended to the Council that a change order three be authorized to amend and restate such contract agreement w~th respects to the contract amount and serrate provided and smd change order being in comphance w~th 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 m the pa)anent schedule of the agreement between the City of Denton and Motorola, Inc, on file m the office of the Purchasing Agent, in the amount of One Hundred Forty Eight Thousand Nine Hundred Forty F~ve and no/100 Dollars ($148,945), is hereby approved,and 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 Ins designee, is anthonzed to enter into a contract on behalf of the C~ty m accordance w~th the terms set forth in Section 1 and to expend the funds provided for m Section I as per change order three SECTION 3 That tlns ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the ~Pf-~ day of~2001 BULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY ~&Zs ~o ~A~;O~ HB~~Y, CITY ATTO~k~BY CHANGE ORDER~eff~[PO 11509 ORDINANCE 2001 t ATTACHMENT 1 CHANGE ORDER FORM Purchaser: Change Order No Name City of Denton Date' 7/26/01 Address' 901 A Texas Street Denton, TX 76201 Phone' (940) 349-7172 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 Or,glnal Contract Value $837.500 $837,231 Prewous Change Order amounts #1&2 $11,110 This Change Order # 3 $148,945 $148,945 New Contra~ Value $997.625 $997,286 Provide Qty 50 MCS-2000 Level II, 7-15 watt SmartNet S~ngle Control Head Remote Mount Mobile w/17' cable Provide Qty 6 MCS-2000 Level II, 7.15 watt SmartNet Dual Control Head Remote Mount Mobile Programming, removals of Syntor Radios, Install of MCS remgte red;os Total for above services -- $142,945 Programming and installation of 6 B.l~nk Siren packages Programming and installation of 6 SmartSffen packages Total for siren installations = $6,000 Th~ change O~der La not billable un~il 0¢cober 1, 2001 Unless amended above, all other terms and conditions of the Agreement shall remain in full force end effect IN WITNESS WHEREOF, the said parties have caused this Agreement to be executed as of the last day end year signed below City of Denton . Motorola, Inc. Purchaser By By' T~tle T~tle. Date Datc