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R-07-06-14-12B1 - 6/14/2007 RESOLUTION NO. R-07-06-14-12131 WHEREAS, the new Police facility' s communication system will require radio console and other site specific equipment to upgrade to the new digital radio system, and WHEREAS, the City Council wishes to enter into a Communications Systems Agreement with Motorola for radio console, related equipment, and services associated with the use of this equipment, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City a Communications System Agreement with Motorola, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 14th day of June, 2 7 . N WEL , Mayor T ST: ity of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secre ry 0:\wdox\RESOLUTI\R70614B1.WPD/rmc COMMUNICATIONS SYSTEM AGREEMENT (No ESS) Motorola, Inc. ("Motorola"), and the City of Round Rock, Texas ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell and install the System, as described below. Seller and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 Exhibits The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola"Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" Exhibit D Above Warranty Services Statements(s)of Work dated January 2007 and Service Terms and Conditions (if applicable) Exhibit E "System Acceptance Certificate" Section 2 Definitions Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.3. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.4. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 00115378/jkg EXHIBIT CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. All 2.5. "Effective Date" means that date upon which the last Party executes this Agreement. 2.6. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2.7. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.8. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright. 2.9. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.10. "Non-Motorola Software"means Software that another party owns. 2.11. "Open Source Software" (also called "freeware"or"shareware")means software that has its underlying source code freely available to evaluate, copy, and modify. 2.12. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this .Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another Party- 2.13. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with the System or Equipment. 2.14. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.15. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.16. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is more fully described in the Technical and Implementation Documents. 2.17. "System Acceptance" means the Acceptance Tests have been successfully completed. 001153780kg 2 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. 2.18. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 Scone of Amement and Term 3.1. Scope of Work. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. Change Orders. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. Term. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. Additional Equipment or Software During the Term of this Agreement, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due in accordance with the Prompt Payment Policy stated herein, and Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at hft://www.motorola.com/businessand wernment/ and the MOL telephone number is (800) 814-0601. 3.5. Above Warranty Services During the Warranty Period for the Equipment, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the terms of this Agreement, including the Above Warranty Services Statement of Work and Service Terms and Conditions. Such services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment after the Warranty Period,the description of and pricing for such services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such maintenance, support or software subscription services 0011537s�jkg 3 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. Motorola Software. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. Non-Motorola Software. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. Substitutions. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. Prompt Payment Policx Payments will be made within thirty (30) days after the City receives the supplies,materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the service, whichever is later. Motorola may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this Prompt Payment Policy; however, this policy does not apply to payments made by the City in the event: 3.9.1 There is a bona fide dispute between the City and Motorola concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 3.9.2 The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or 3.9.3 There is a bona fide dispute between Motorola and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late;or 00115378(jkg 4 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. 3.9.4 The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or contract or other such contractual agreement. Section 4 Performance Schedule The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 Contract Price, Payment, and Invoicing 5.1. Contract Price. The Contract Price in U.S. dollars is Three Hundred Seven Thousand Five Hundred Twenty-eight Dollars and 151100 ($307,528.15). If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in the Software or Equipment quantities, or services,may affect the overall Contract Price, including discounts if applicable. 5.2. Invoicing and Payment. Motorola will submit invoices to Customer according to the following Payment Schedule: 75%of the total Contract Price shall be paid upon delivery of Equipment 25%of the total Contract Price shall be paid upon System Acceptance Customer will make payments to Motorola in accordance with the Prompt Payment Policy stated herein. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at an amount not exceeding the maximum allowable rate. For Customer's reference, the Federal Tax Identification Number for Motorola, Inc. is 36-1115800. 5.3. Freight, Title, and Risk of Loss Motorola will ship Equipment F.O.B. Destination. The parties expressly agree that if there is no arrival there is no sale. The title and risk of loss of the Equipment shall not pass to Customer until Customer actually receives and takes possession of the Equipment at the point or points of delivery. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. Invoicing and Shipping Addresses Invoices will be sent to the Customer at the following address: Accounts Payable, 221 East Main Street, Round Rock,Texas 78664-5299. The ultimate destination where the Equipment will be delivered to Customer is: RZ Communications, c/o John Landry, 1400 Smith Road, Suite 101B, Austin, Texas 78721, Attention: City of Round Rock Console Project. Customer may change this information by giving written notice to Motorola. 00115378/jkg 5 CSA.NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. Section 6 Sites and Site Conditions 6.1. Access to Sites. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites; and access to the work sites as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist the Customer in the local building permit process. 6.2. Site Conditions. Customer will use best efforts to ensure that these work sites are safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will use best efforts to ensure that these work sites have adequate: physical space, air conditioning and other environmental conditions, electrical power outlets, distribution and equipment, and telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. Site Issues. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ materially from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications if and as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule,or both,by a change order. Section 7 Trainine Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover those additional costs. Section 8 System Acceptance 8.1. Commencement of Acceptance Testing Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 00115378/jkg 6 CSA.NoESS.FINAL..Set.1.10.05.revision.doc Motorola Contract No. 8.2. System Acceptance. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes, to the best of Customer's knowledge, the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty(30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. Beneficial Use. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4. Final Proiect Acceptance Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the Parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 Representations and Warranties 9.1. System Functionality Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. Equipment Warrant. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 00115378/jkg CSA.NoESS.FINALSet.1.10.05.revision doc Motorola Contract No. 9.3. Motorola Software Warranty. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen(18) months after the shipment of the Motorola Software. 9.4. Exclusions to Equipment and Motorola Software Warranties These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that do not affect the operation of the Equipment; and(vii)normal or customary wear and tear. 9.5. Warranty Claims. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 9.6. Original End User is Covered These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. Disclaimer of Other Warranties THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the preceding statement, Motorola warrants that the equipment is fit for the purposes as described in the technical documents in this Agreement. 00115378/jkg 8 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. Section 10 Delays 10.1. Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. Performance Schedule Delays Caused by Customer. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 Disuutes 11.1. Settlement Preferred. The Parties will attempt to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the Parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by the Parties within thirty(3 0) days after notice by one of the Parties demanding non-binding mediation. The Parties will not unreasonably withhold their consents to the selection of a mediator, will share the costs of the mediation equally, and may agree to postpone mediation until they have completed some specified but limited discovery about the dispute. 11.2. Litigation. A Party may submit to a court of competent jurisdiction in the state in which the System is delivered any claim relating to intellectual property or a breach of confidentiality provisions and any dispute that cannot be resolved between the Parties through negotiation or mediation within two (2) months after the date of the initial demand for non- binding mediation. Each Party consents to jurisdiction over it by the courts of Williamson County,Texas. Section 12 Default and Termination 12.1. Default by a Party. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of the default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty(30) days after receipt of the notice of default to either cure the 00115378/jkg 9 CSA.NoI~SS.FINAL.Svt.1.10.05.revision.doc Motorola Contract No. default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. Failure to Cure. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. Section 13 Indemnification 13.1. General Indemnity by Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the'negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement. Customer shall give Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. General Indemnityby Customer. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement. Motorola shall give Customer prompt, written notice of any claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. Patent and Copyright Infringement. Motorola will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola 00115378/jkg 10 CSA.NoESS.FINAL.Set.1.10.05.revisiondoc Motorola Contract No. Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. If the return of the Equipment directly causes a diminution in the value of the remainder of the System sold under this Agreement, Motorola agrees to provide an equitable adjustment to Customer for such diminution in value. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 14 Limitation of Liability Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to. which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than two (2) years after the accrual of the cause of action, except for money due upon an open account. Section 15 Confidentiality and Proprietary Ritzhts 15.1. Confidential Information. During the term of this Agreement, the Parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable 00115378/jkg 1 1 CSA.NoESS.FINAL.Set.1.10.O5.n vision.doc Motorola Contract No. care; and use the such Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. Notwithstanding the above, the parties recognize and understand that Customer is subject to the Texas Public Information Act and its duties run in accordance therewith. 15.2. Preservation of Motorola's Proprietary Rights. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt; translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 General Terms 16.1. Taxes. The Contract Price does not include excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty'(20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. Assi ng_ability and Subcontracting. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3. Waiver. Failure or delay by either Party to exercise any right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 00115378/jkg 12 CSA.NoESS.FINALSet.1.10.05.revisiondoc Motorola Contract No. 16.4. Severability. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. Independent Contractors. Each Party will perform its duties under this Agreement only as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. Headings and Section References: Construction. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. Governing_Law. This Agreement and the rights and duties of the Parties will be governed by and interpreted in accordance with the laws of the State in which the System is installed. 16.8. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: To Customer: City Manager City Attorney City of Round Rock and to: Stephan L. Sheets, 221 East Main Street 309 East Main Street Round Rock, TX 78664 Round Rock, TX 78664 Fax: 512-218-7097 Fax: 512-255-8986 00115378/jkg 1 3 CSA.NoESS.FINAL.Set.1.10.0S.revision.doc Motorola Contract No. To Motorola: Motorola, Inc. Attention: Law Department 6450 Sequence Drive San Diego, CA 92121 Fax: 858-404-2500 16.10. Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.11. Authority to Execute Agreement. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.12. Survival of Terms. The f6llowing provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software), Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); Section 15 (Confidentiality and Proprietary Rights); and all of the General Terms in this Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola, Inc. Customer By: By: Name: Name: Title: Title: Date: Date: 00115378/jkg 14 CSA.NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. Exhibit"A" Motorola"Software License Aereement" In this Exhibit "A," the term "Licensor" means Motorola, Inc. ("Motorola"); "Licensee" means the Customer; "Primary Agreement" means the agreement to which this exhibit is attached; and "Agreement"means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The Parties agree as follows: Section 1 Scope Licensor will provide to Licensee proprietary software; or radio communications, computer, or other electronic products ("Products") containing embedded or pre-loaded proprietary software; or both. "Software" means proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of the software,and may contain one or more items of software owned by a third party supplier("Third Party Software"). Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." This Agreement contains the terms and conditions pursuant to which Licensor will license to Licensee, and Licensee may use, the Software and Documentation. Section 2 Grant of License Subject to Section 1, Licensor hereby grants to Licensee a personal, non-transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license does not grant any rights to source code. If the Software is or includes Integration Framework, Customer Service Request ("CSR"), or Cityworks software, that Software is licensed pursuant to this Agreement plus a separate document entitled "Software License Agreement Rider for Integration Framework, Customer Service Request, or Cityworks Software" (which document is incorporated by this reference and is either attached to this Agreement or will be provided upon Licensee's request). Section 3 Limitations on Use 3.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third party to do so, except that Licensee may make one(1) copy of Software provided by Licensor to be used solely for archival, back-up, or disaster 00115378/jkg 1 CSA.NoESS.FINAL,.Set.1.10.05.revision.doc Motorola Contract No. recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, if Licensee provides written notice to Licensor of the temporary transfer and the temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one (1) additional copy for each computer owned or controlled by Licensee at each authorized location. Upon Licensor's written request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 Ownership and Title Title to all copies of Software will not pass to Licensee at any time and remains vested exclusively in the copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party, or any improvements that result from Licensor's processes or, if applicable, providing information services). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, Documentation, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. Section 5 Confidentiality Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and Confidential Information and are Licensor's trade secrets, and that the provisions in the Agreement concerning Confidential Information apply. Section 6 Limited Warranty 6.1. The commencement date and the term of the Software warranty will be as stated in the Primary Agreement, except that the Warranty Period for LiveScan software will be ninety (90) days; and for application Software that is provided on a per unit basis, the Warranty Period for subsequent units licensed is the remainder (if any) of the initial Warranty Period or, if the 00115378/jkg 2 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. initial Warranty Period has expired, the remainder(if any) of the term of the applicable Software Maintenance and Support Agreement. 6.2. During the applicable Warranty Period, Licensor warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined solely with reference to the Documentation. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Licensee's particular requirements. Warranty claims are described in the Primary Agreement. 6.3. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the preceding statement, Motorola warrants that the equipment is fit for the purposes as described in the technical documents in this Agreement. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE OF GOODS. Section 7 Limitation of Liability The Limitation of Liability provision is as described in the Primary Agreement. Section 8 Transfers Licensee will not transfer Software or the related Documentation to any third party without Licensor's prior written consent, which consent may be withheld in Licensor's reasonable discretion and which may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHport® Software) embedded in or furnished for use with those radio Products if Licensee transfers all copies of the Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 Term and Termination Licensee's right to use the Software and Documentation will begin when this Agreement is mutually executed by both Parties and will continue during the life of the Products in which the Software is used, unless Licensee breaches this Agreement in which case it will be terminated immediately upon notice by Licensor. Licensee acknowledges that Licensor has made a considerable investment of resources in the development, marketing, and distribution of its proprietary Software and Documentation and that reasonable and appropriate limitations on Licensee's use of the Software and Documentation are necessary for Licensor to protect its investment, trade secrets, and valuable intellectual property rights concerning the Software and Documentation. Licensee also acknowledges that its breach of this Agreement will result in 00115378/jkg 3 CSA.NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. irreparable harm to Licensor for which monetary damages would be inadequate. In the event of a breach of this Agreement and in addition to termination of this Agreement, Licensor will be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 Notices Notices are as described in the Primary Agreement. Section 11 United States Government Licensine Provisions If Licensee is the United States Government or a United States Government agency, then this section also applies. Licensee's use, duplication or disclosure of the Software and Documentation under Licensor's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 12 General 12.1. Copyright Notices. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. 12.2. Compliance with Laws. Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies, at the time of the action, requires an export license or other governmental approval. Violation of this provision will be a material breach of this Agreement, permitting immediate termination by Licensor. 00115378/j*g 4 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. 12.3. Assignments. Licensor may assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Software, without prior notice to or consent of Licensee. 12.4. Governing Law. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped if Licensee is a sovereign government entity, or the laws of the State of Illinois if Licensee is not a sovereign government entity. 00115378/jkg 5 CSA.NoESS.FINAL.Set.1.10.05.rovision.doc Motorola Contract No. Exhibit"B" Payment Schedule 75%of the total Contract Price shall be paid upon delivery of Equipment 25%of the total Contract Price shall be paid upon System Acceptance 00115378/jkg 6 CSA.NoESS.FINAL.Set.1.10.05.n✓vision.doc Motorola Contract No. Exhibit"C" Technical and Implementation Documents 00115378/jkg 7CSA.NoESS.FINAL.Set.I.10.05.revision.doc Motorola Contract No. ° =2 ROUND RO%..n DispATcH ABOvE-GRANTEoUIPMENT \ JANUARY 2007 HIGH LEVEL SYSTEM DESCRIPTION AND STATEMENT OF WORK Summary This document serves as a description of the proposed quote for the equipment and services requested in addition to Round Rock's MCC7500 Dispatch Console Site being purchased under the COPS grant. The equipment in this proposal is designed to enhance the functionality of said MCC7500 Dispatch Console Site by providing two (2) additional Operator Positions, additional conventional channel capability, backup Consolettes, logging control stations for recording of talkgroup calls, and the appropriate antenna system and hardware. Two (2) additional MCC7500 Operator Positions have been included in this proposal and, with the exception of the addition of DES-01713 encryption, have been designed identically to the four (4) Operator Positions being purchased under the COPS grant. Each of these positions includes a Motorola-certified MCC7500 workstation PC with MCC7500 Operator Position software and a General Purpose Input/Output Module (GPIOM). The workstation PC runs the Operator Position software while the GPIOM interprets and sends to the speakers the radio system's incoming IP audio packets and converts the Operator's voice to outgoing IP audio packets. Each of these positions will also include ADP encryption capability, 21" flat-panel monitor, a"trackerball" and standard mouse, a standard keyboard, two (2) speakers for select and unselect audio respectively, two (2) headset jacks, a gooseneck microphone, and a dual footswitch. Dual Instant Recall Recorder(Dual IRR)has been included with each position as well. Dual IRR is a short-term audio recording program, used to play back recent radio system talkgroup or conventional calls directly from the Operator Position. Additional conventional channel capability is provided through the use of additional Conventional Channel Gateways (CCGWs), which allow 4-wire E&M-capable radios to be controlled by MCC7500 Operator Positions. Examples of conventional channels commonly employed on trunking radio systems include backup consolettes, NPSPAC repeaters, and interface radios into other trunking or conventional radio systems. Each CCGW allows four (4) such conventional radios to be interfaced to the system. This proposal provides two (2) additional CCGWs for Round Rock's Console Site, which will be used to interface the six (6) XTL 5000 backup Consolettes also included in the proposal. This setup leaves two (2) extra ports on the CCGWs for future expansion. II�OTOR�A Motorola Confidential Restricted January 2007 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL The aforementioned backup Consolettes are intended for use in the unlikely event the Round Rock Dispatch Center loses communication with the Master Site. In this event, the Operator Positions will not have direct wireline communication with the radio system and must therefore dispatch using backup Consolettes interfaced to the Round Rock Console Site. These Consolettes will be accessed on the Operator screen of the MCC7500 Operator Position just as the talkgroup resources were in normal operation. This proposal provides six (6) of these XTL 5000 backup Consolettes, allowing each of the Operator Positions to have a conversation on a different talkgroup simultaneously. An antenna system for these Consolettes has also been included in this proposal and is described later in this document. One (1) XTL 2500 and twenty-five (25) XTL 1500 control stations have been provided in this proposal for talkgroup logging. The logging recorders, playback stations, and anything else needed to implement this talkgroup logging solution have not been included in this proposal and are the responsibility of Round Rock. An antenna system for these control stations has also been included in this proposal and is described below. A DC power system for these control stations has also been included, and consists of three (3) 70VDC power supplies. The power supplies will be connected such that all DC-powered equipment will continue to function in the event that one(1)power supply malfunctions. Due to the large number of antennas needed to implement these backup Consolettes and logging control stations, a control station combiner (CSC) system has been included in this proposal. This CSC system combines up to forty(40) Consolettes and control stations onto two (2) antennas (IOdB Yagis in this case). Fifty (50) feet of %2" Superflex coaxial cable, one hundred seventy (170) feet of 5/8" Low-Density Foam (LDF) coaxial cable, one (1) lOdB Yagi antenna, and one (1) Polyphaser lightning arrestor have also been included for each of the two (2) antenna runs. The following diagram shows the above equipment and distinguishes between the equipment purchased under the COPS grant (not highlighted) and the equipment being purchased individually by agency over and above the COPS grant(highlighted in yellow). MOTQRQ�� Motorola Confidential Restricted January 2007 2 ROUND ROCK DISPATCH ABOvE-GRANT EQUIPMENT PROPOSAL Round Rock Dispatch To Mes1s Site Rw mmww t lilt Over ST60W Zrow%end 1 irk over T7 Raler levied Tt �y ink ,r< To Conventional "h Resources ` r MxIA AIM CCGW Sie Camp MSDOWEW Condoler a � ' MP OpelarPew"MI OpostorPeeegl2 9VwdWPselisn4 Opeety Position) OpelarPeeltlasi OpssesPadliasi MCC7sOOCensale MCCTSW Cosofe MCCT500 Canswe MCC7swconsole MOC7MO Casak MOCT600 Covok vvmms-oFe V*hDESOFB Eifetirip CukanerEOionene Opforsl—OuNOSCOPSGmd9eeipr EQUIPMENT, RESPONSJBwTIES, AND CAVEATS This section lists the equipment provided, delineates the responsibilities of both Motorola and Round Rock, and presents the caveats inherent in the design and pricing of this proposal. EQUIPMENT PROVIDED e (2)MCC7500 Dispatch Console Operator Positions with DES-OFB Encryption e (2) Conventional Channel Gateways(CCGWs) e (6)Backup XTL 5000 Consolettes e (25)XTL 1500 Control Stations e (1)XTL 2500 Control Station with DES-OFB Encryption AIOTOR�LA Motorola Confidential Restricted January 2007 3 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL • (1) Key Variable Loader(KVL) with ADP and DES-OFB Encryption Support • (1) 32-Port Control Station Combiner • (1) 8-Port Control Station Combiner • 100' of%2" Superflex coaxial cable and 340' of 5/g" LDF coaxial cable • (2) Polyphaser Antenna Line Surge Suppressors • (2) 7.5' 19" Racks with ground bar and(1)power distribution/surge protection panel • (2) l OdB Yagi antennas MOTOROLA RESPONSIBILITIES • Provide, install, and optimize equipment listed in this proposal • Custom Radio Template Configuration-(1) for(6)Backup XTL 5000 Consolettes • Radio Programming—for(6) Backup XTL 5000 Consolettes • Motorola will furnish analog audio from logging control stations to punch-block demarcation point located in radio equipment room. Motorola will verify that analog audio is present on the audio pairs • Perform functional acceptance testing on all equipment installed • Provide program management • Provide documentation on final installed configuration • Provide 1 year warranty on all equipment provided CUSTOMER RESPONSIBILITIES AND PROPOSAL CAVEATS • Provide adequate space, cable trays, environmental controls, electrical service, conduit runs, wall penetrations,facility grounding and other R56 standards • The City is responsible for expanding all electrical sub-panels to provide dedicated AC-power for Motorola's supplied equipment. • The City is responsible to install (24) dedicated 20-amp AC power circuits, from AC- distribution panel to the top of Motorola equipment racks location. Leave approximately six feet of spare AC-power wire to be connected by Motorola. (It is recommended that the electrical runs not be on center-line of equipment or cable tray.) • UPS and/or generator capacity, sized adequately for the equipment in this proposal WWrOROLA Motorola Confidential Restricted January 2007 4 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL • Microwave and/or Leased T1 line Connectivity between the dispatch site and the master site. • Removal of any existing equipment • Provide tower space, ice bridge space, antenna loading analysis, antenna line feed- throughs and boots • Since the equipment location has not been finalized at this time, the coaxial cable length has been assumed. If when the final equipment location is chosen the lengths given are not accurate, Motorola reserves the right to increase the stated lengths and adjust final equipment and installation prices accordingly • Control station combiner has been chosen with the assumed coaxial cable length losses and assumed final Round Rock Dispatch Center location (used for path loss calculations). If any variables such as these change significantly when the new Round Rock Dispatch Center is built, Motorola reserves the right to alter the design and consequently the final price of the control station combiner system • Provide logging recorder,playback stations, and any other equipment besides the XTL control stations needed to realize the talkgroup logging solution. Motorola will furnish analog audio to punch-block demarcation point located in radio equipment room • Operator Position headsets are not included in this proposal and must be purchased by Round Rock • Additional MCC7500 Dispatch training is not included in this proposal • Alias Database and Configuration changes will need to be arranged with an entity that maintains a Network Management terminal • The City is responsible for Radio Template Configuration for(26)XTL Control Stations • The City is responsible for Radio Programming for(26)XTL Control Stations • Identify Location for Equipment Storage-the City will need to identify the location for equipment storage. This location will be used as the"ship to"address for the equipment and the storage facility will be used to warehouse the equipment. • All pricing included in this proposal assumes installation of this equipment will occur at the same time and in conjunction with installation of the equipment purchased under the COPS grant. Installation and services pricing is not valid for any other scenario W WORCLA Motorola Confidential Restricted January 2007 S ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL PRICING, PER CONDITIONS ABOVE (PRICE VALID TILL 3/25/2007) • $ 307,528.15 11 CVrC RCX.A Motorola Confidential Restricted January 2007 6 Exhibit"D" Above Warranty Services Statement of Work and Service Terms and Conditions (if applicable) 00115378/jkg 8 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. f SECTION 9 4 WarranWost-Warran y Support Jan 2007 { 3 9. WARRANTY/POST=WARRANTY SUPPORT Motorola places great emphasis on ensuring that communications systems, such as the one proposed for the City of Round Rock,meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post-warranty services as outlined in this Section. Table 1: Warranty/Post-Warranty Services Overview. Warranty/Post • • Optional Not Included Warranty: Standard 4 Warranty: Enhanced Warranty Support Services 4 Dispatch Services 4 Technical Support J Network Monitoring Service J Infrastructure Repair w/Advanced Replacement OnSite Infrastructure Response(7X24 2-hour) 4 Network Preventative Maintenance 4 Post Warranty Services 9.1.1 Warranty Services Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. 9.1.2 Enhanced Warranty Support Services Motorola is able to customize its standard warranty offering through the delivery of a combination of unique services to provide full operational support of your MCC7500 Dispatch Console Add-on. By combining our system services into a comprehensive and cohesive program, Motorola is able to effectively deliver technical support, diagnostic assistance, and restoration services in a thorough and responsive manner. ® JWCrr0RQLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,1007 1 [TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOvE GRANT This Enhanced warranty service support is included as part of your first year System Support Plan beginning during the warranty period. The following figure represents an overview of the enhanced warranty services maintenance support plan to be delivered, indicating the various interactions among system support components. Enhanced Service Support Plan (ESS) r1 CushxnerSCMM Cal ............ � 4cry= LaalServioe RadioSerwice A OSSA) -Provider cmw(00 Figure 1:Enhanced Warranty Support Services Plan Overview. The following list depicts those services included in this enhanced warranty services support plan and available to customize post-warranty services: 9.1.2.1 Dispatch Services The Call Center Operation(CCO) at Motorola's System Support Center(SSC)is your single point of contact for service issues. A phone call to this operation's toll free 800-phone number initiates an electronic customer service request(Case) and begins the response process to the appropriate degree required. If a technician is required to respond to an issue for resolution, the CCO identifies the appropriate technician and tracks his response to the on-site point of failure. They track the technician's progress in effecting the repair and restoration, and notify the Customer of the status. In the event that a System Engineer or other system specialist is required, the CCO escalates the case to the appropriate level and assigns the required personnel. Once the case has MOTORQLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 2 ]TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT been resolved the CCO will contact the Customer to advise that the issue has been resolved and that the case is ready to be closed with the Customer's concurrence. TYPICAL FLOW OF A CSR(case) CMR.e.iv.d- THROUGH THE SSC \csRop..e R.rppw 01.k 6A SW &a AMVW L.pp.d D (-W l r VP Clxk DWw.W. eaMnPaElre 54r1.d R.pi.Qt r ra mnb - A.gc.11o••O.bRb M. n.rte R.prl Yw SiYYb.n M..O. CMVPy.�IWdw.r. E•Pi.dT R.dw dr lbw Todnd­ -� Yw b S.rYi.► Appraprkft Rgw.lT � � I I T.d.itlw Cmp.y. b clm— I ,D.O.T.kn R.pw.l ror t Cl—CSR i V.dAe.eon Req, CV)Cloek Sora(b n/5 min j rw rs iVMy YV.. E.pid7 .� Asad i rw ! I i D.O.P-m D.M t Obl CmrtirT j T.c11ri.1.n ETA iO.O.Oba S",R.p.i Doo ETA R.gr..1 kd.nn.Y.n kan . AOP.n..ETA j T.clnici.ri ' LO0 R.JI1 - + Si�wlfoA MQ D.b S.Mb Road.for RW. r YwN�w A.6- CSR CbYd P— R.pa.d END OF PROCESS! A 9.1.2.2 Technical Support Motorola's Technical Support was created to insure that the City of Round Rock is provided the answers to their technical issues. Motorola's Technical Support Operation is manned 24 hours per day, 365 days a year to field all levels of calls. This operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues by telephone. A Case is created on each issue and is followed to resolution, with escalation if necessary. Because of the Center's proximity to the factory engineers, the highest level of technical support is available. 9.1.2.3 Network Monitoring Services Motorola's Network Monitoring Operation monitors specific elements of the system for events and alarms. When events or alarms are detected, they are forwarded to Motorola's System Support Center using system-specific monitoring tools. The System Support Center is staffed with trained technologists,who acknowledge the ® MOTORQLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 3 [TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT event, run available diagnostic routines, and initiate an appropriate response. Many system issues may be resolved remotely through these services. In the event that field resources are required, they are alerted to specific elements of the problem, and informed as to what spares, and/or boards to have on hand for replacement. This provides the most efficient and ]east amount of downtime to your system. Reports are sent monthly about system performance. 9.1.2.4 Infrastructure Repair Service w/Advanced Replacement Infrastructure Repair with Advanced Replacement can provide a field replacement unit(FRU) in advance and in exchange for the customer's malfunctioning component from Infrastructure Depot Operation's(IDO's) inventory, (FRUs are subject to availability). Advanced Replacement FRUs are shipped overnight with high priority. In the event the Motorola Local Service Provider must remove a malfunctioning board/unit at the site location, the Motorola Local Service Provider will contact the System Support Center's Call Center to request a return authorization(RA)number. The Motorola Local Service Provider will remove the malfunctioning board/unit and ship to the SSC for repair. Upon receipt of malfunctioning equipment,the SSC will fully system test and repair malfunctioning Motorola manufactured boards/units down to the component level utilizing automated test equipment. A system test is performed to ensure that all software and hardware is set to the current customer configuration. If the unit is not manufactured by Motorola, the unit may be returned to the Original Equipment Manufacturer(OEM) for repair. 9.1.2.5 On-Site Infrastructure Response OnSite Infrastructure Response provides for on-site technician response as determined by pre-defined severity levels and response times in order to restore the system. Technicians are dispatched by SSC's Call Center Operations(as described under Dispatch Service)to perform first echelon service,provide information to customer regarding system condition, remove failed components for repair, and reinstall new or reconditioned components. OnSite Infrastructure Response requires the purchase of Dispatch Service. On-Site Infrastructure Response provides for response as determined by pre-defined severity levels and response times. Severity I issues are dispatched twenty four(24) hours a day, three hundred sixty five(365)days a year including holidays. Motorola's on-site response time goal for this system is 2 hours or less for Severity 1 events. MOTORQ/r[ Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 4 [TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT 9.1.2.6 Radio Repair Service Motorola recognizes that mobile and portable subscriber support issues do not normally require the diagnostic and escalation process that is so integral to infrastructure support. Therefore, the City of Round Rock can best implement mobile and portable subscriber support by either forwarding units in need of repair directly to Motorola's Radio Support Center(RSC) Depot or receive first echelon support from their local technicians and/or the Authorized Motorola Local Service. The following figure provides an overview of this process within the Mobile and Portable Subscriber Service Plan. Subscriber Support Plan up*&cur"Wr ■ ■ ■ Support Manager As CutfamerSeMceCall . _ AaSe xioe to .a C) Figure 2:Subscriber Support Plan. Motorola's Radio Support Center Depot was designed to provide expertise in the full range of Motorola subscriber devices. Technicians specially selected for their expertise in the Motorola mobile and portable subscriber portfolio will test and repair malfunctioning radios down to the component level, utilizing state-of-the-art equipment. All modified or repaired equipment will be configured and verified before it is shipped back to the City of Round Rock. Once repaired, the equipment is tested and restored to Motorola Factory Specifications to ensure that the equipment is in the best operating condition possible. This also helps eliminate problems before they occur and ensures maximum uptime for the customer's mobile and portable radios. ® MOTORQ� Use or disclosure of thisproposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 5 (TBD-INSERT NAME OF CITY,STATE) SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT Motorola will also maintain past and current versions of firmware to ensure the equipment sent back to the City of Round Rock is programmed correctly. 9.1.2.7 Network Preventative Maintenance Motorola's Network Preventative Maintenance service will provide the City of Round Rock with an operational test and alignment of the fixed equipment to insure that it continues to meet the original manufacturer's specifications. This service will be performed annually in conjunction with a prearranged schedule. This service will be performed during normal working hours with the intent to minimize any disruption of service to users. If the service must be performed after hours, a quote will be provided. System documentation will be updated based on this information. The list of documented parameters will be determined by agreement with the City of Round Rock. All equipment provided as a part of the system will be included. 9.2 POST WARRANTY SERVICES As Motorola's continuing commitment to supporting your system,warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase either in"System Support Services"packages or as individual service offerings. These system support services significantly benefit City of Round Rock because the system can be effectively supported after the warranty period, thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. A description of the post warranty services proposed are below. No post-warranty support services have been included with this proposal. They will be discussed and added to the existing Service Agreement at the appropriate time. IMO'rCM10" Use or disclosure of this proposal is subject to the restrictions on the title page. - Motorola Confidential Proprietary February 7.2007 6 Exhibit E System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables,and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: CSA.NoESS.FINAL.Set.1.10.05.revision.doc 1 Motorola Contract No. DATE: June 7, 2007 SUBJECT: City Council Meeting - June 14, 2007 ITEM: 12B1. Consider a resolution authorizing the Mayor to execute a Communications System Agreement with Motorola Inc. for the Police Department's communication system at the new facility. Department: Police Staff Person: Rick White, Administrative Manager Justification: This resolution would allow the new police building project and the digital radio system migration projects to remain on schedule. Equipment includes radio console and other site specific equipment required to upgrade to the new digital radio system. Motorola will provide, install, and test the equipment as well as provide training in the use of this equipment. Ric Bowden, CORR Purchasing Department has reviewed this agreement. Funding: Cost: $307,528.15 Source: Self Financed Construction Outside Resources: N/A Background Information: N/A Public Comment: N/A 0 O OCOMMUNICATIONS SYSTEM AGREEMENT (No ESS) Motorola, Inc. ("Motorola"), and the City of Round Rock, Texas ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell and install the System, as described below. Seller and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 Exhibits The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" Exhibit D Above Warranty Services Statements(s) of Work dated January 2007 and Service Terms and Conditions (if applicable) Exhibit E "System Acceptance Certificate" Section 2 Definitions Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.3. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.4. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 00115378/jkg CSA.NoESS.FINAL.Set.I.10-05.revision.doc Motorola Contract No. 2.5. "Effective Date" means that date upon which the last Party executes this Agreement. 2.6. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2.7. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.8. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright. 2.9. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.10. "Non-Motorola Software"means Software that another party owns. 2.11. "Open Source Software" (also called "freeware"or"shareware")means software that has its underlying source code freely available to evaluate, copy, and modify. 2.12. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another Ply 2.13. "Software" means the Motorola Software and Non-Motorola Software in object code format that is furnished with the System or Equipment. 2.14. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.15. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.16. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is more fully described in the Technical and Implementation Documents. 2.17. "System Acceptance" means the Acceptance Tests have been successfully completed. 00115378/jkg 2 CSA.NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. 2.18. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 Scope of Agreement and Term 3.1. Scope of Work. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. Change Orders. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. Term. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. Additional Equipment or Software. During the Tern of this Agreement, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due in accordance with the Prompt Payment Policy stated herein, and Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at http://www.motorola.com/businessand2ovemment/ and the MOL telephone number is (800) 814-0601. 3.5. Above Warranty Services. During the Warranty Period for the Equipment, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the terms of this Agreement, including the Above Warranty Services Statement of Work and Service Terms and Conditions. Such services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment after the Warranty Period, the description of and pricing for such services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such maintenance, support or software subscription services 00115378/jkg 3 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. Motorola Software. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. Non-Motorola Software. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. Substitutions. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. Prompt Payment Policy. Payments will be made within thirty (30) days after the City receives the supplies, materials, equipment, or the day on which the performance of services was completed or the day on which the City receives a correct invoice for the service, whichever is later. Motorola may charge a late fee (fee shall not be greater than that which is permitted by Texas law) for payments not made in accordance with this Prompt Payment Policy, however, this policy does not apply to payments made by the City in the event: 3.9.1 There is a bona fide dispute between the City and Motorola concerning the supplies, materials, services or equipment delivered or the services performed that causes the payment to be late; or 3.9.2 The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or 3.9.3 There is a bona fide dispute between Motorola and a subcontractor or between a subcontractor and its suppliers concerning supplies, material, or equipment delivered or the services performed which caused the payment to be late; or 001153785kg 4 CSA.NoESS.FINAL.Set.1.10.05.tevision.doc Motorola Contract No. 3.9.4 The invoice is not mailed to the City in strict accordance with instructions, if any, on the purchase order or contract or other such contractual agreement. Section 4 Performance Schedule The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 Contract Price, Payment, and Invoicins: 5.1. Contract Price. The Contract Price in U.S. dollars is Three Hundred Seven Thousand Five Hundred Twenty-eight Dollars and 151100 ($307,528.15). If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in the Software or Equipment quantities, or services,may affect the overall Contract Price, including discounts if applicable. 5.2. Invoicing and Pam Motorola will submit invoices to Customer according to the following Payment Schedule: 75% of the total Contract Price shall be paid upon delivery of Equipment 25%of the total Contract Price shall be paid upon System Acceptance Customer will make payments to Motorola in accordance with the Prompt Payment Policy stated herein. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at an amount not exceeding the maximum allowable rate. For Customer's reference, the Federal Tax Identification Number for Motorola, Inc. is 36-1115800. 5.3. Freight, Title, and Risk of Loss. Motorola will ship Equipment F.O.B. Destination. The parties expressly agree that if there is no arrival there is no sale. The title and risk of loss of the Equipment shall not pass to Customer until Customer actually receives and takes possession of the Equipment at the point or points of delivery. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. Invoicing and Shipping Addresses. Invoices will be sent to the Customer at the following address: Accounts Payable, 221 East Main Street, Round Rock,Texas 78664-5299. The ultimate destination where the Equipment will be delivered to Customer is: RZ Communications, c/o John Landry, 1400 Smith Road, Suite 101B, Austin, Texas 78721, Attention: City of Round Rock Console Project. Customer may change this information by giving written notice to Motorola. 00115378/jkg 5 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. Section 6 Sites and Site Conditions 6.1. Access to Sites. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites; and access to the work sites as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist the Customer in the local building permit process. 6.2. Site Conditions. Customer will use best efforts to ensure that these work sites are safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will use best efforts to ensure that these work sites have adequate: physical space, air conditioning and other environmental conditions, electrical power outlets, distribution and equipment, and telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. Site Issues. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ materially from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications if and as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 Trainine Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover those additional costs. Section 8 System Acceptance 8.1. Commencement of Acceptance Testing Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 001153781kg 6 CSA.NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. 8.2. System Acceptance. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes, to the best of Customer's knowledge, the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. Beneficial Use. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4. Final Project Acceptance. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the Parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 Representations and Warranties 9.1. System Functionality. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. Equipment Warranty. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 00115378/jkg CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. 9.3. Motorola Software Warranty. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen(18)months after the shipment of the Motorola Software. 9.4. Exclusions to Equipment and Motorola Software Warranties These warranties do not apply to: (i)defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that do not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5. Warranty Claims. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 9.6. Original End User is Covered. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. Disclaimer of Other Warranties. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the preceding statement, Motorola warrants that the equipment is fit for the purposes as described in the technical documents in this Agreement. 00115378/jkg 8 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. Section 10 Delays 10.1. Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. Performance Schedule Delays Caused by Customer. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 Disputes 11.1. Settlement Preferred. The Parties will attempt to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the Parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by the Parties within thirty(30) days after notice by one of the Parties demanding non-binding mediation. The Parties will not unreasonably withhold their consents to the selection of a mediator, will share the costs of the mediation equally, and may agree to postpone mediation until they have completed some specified but limited discovery about the dispute. 11.2. Litigation. A Party may submit to a court of competent jurisdiction in the state in which the System is delivered any claim relating to intellectual property or a breach of confidentiality provisions and any dispute that cannot be resolved between the Parties through negotiation or mediation within two (2) months after the date of the initial demand for non- binding mediation. Each Party consents to jurisdiction over it by the courts of Williamson County,Texas. Section 12 Default and Termination 12.1. Default by a Party. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of the default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty(30) days after receipt of the notice of default to either cure the 00115378/jkg 9 CSA.NoESS.FINAL.Set.I.10.05.revision.doc Motorola Contract No. default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. Failure to Cure. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. Section 13 Indemnification 13.1. General Indemnity by Motorola. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement. Customer shall give Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. General Indemnity by Customer. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement. Motorola shall give Customer prompt, written notice of any claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. Patent and Copyri t Infringement. Motorola will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola 00115378/jkg 10 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. If the return of the Equipment directly causes a diminution in the value of the remainder of the System sold under this Agreement, Motorola agrees to provide an equitable adjustment to Customer for such diminution in value. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 14 Limitation of Liability Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than two (2) years after the accrual of the cause of action, except for money due upon an open account. Section 15 Confidentiality and Proprietary Rights 15.1. Confidential Information. During the term of this Agreement, the Parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable 00115378/jkg 11 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. care; and use the such Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. Notwithstanding the above, the parties recognize and understand that Customer is subject to the Texas Public Information Act and its duties run in accordance therewith. 15.2. Preservation of Motorola's Proprietary Rights. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt; translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 General Terms 16.1. Taxes. The Contract Price does not include excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty' (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. Assignability and Subcontracting. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3. Waiver. Failure or delay by either Party to exercise any right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 00115378/jlcg 12 CSA.NoESS.FINAL.S et.1.10.05.revision.doc Motorola Contract No. 16.4. Severability. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. Independent Contractors. Each Party will perform its duties under this Agreement only as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. Headings and Section References: Construction. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. Governing Law. This Agreement and the rights and duties of the Parties will be governed by and interpreted in accordance with the laws of the State in which the System is installed. 16.8. Entire Agreement. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: To Customer: City Manager City Attorney City of Round Rock and to: Stephan L. Sheets 221 East Main Street 309 East Main Street Round Rock, TX 78664 Round Rock,TX 78664 Fax: 512-218-7097 Fax: 512-255-8986 001153781kg 13 CSA_NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. To Motorola: Motorola, Inc. Attention: Law Department 6450 Sequence Drive San Diego, CA 92121 Fax: 858-404-2500 16.10. Compliance with Applicable Laws. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.11. Authority to Execute Agreement. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.12. Survival of Terms. The f6llowing provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software), Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 ( ' iability); Section 15 (Confidentiality and Proprietary Rights); and all of the Ge is Section 16. 'l The Parties hereb Agreement as of the Effective Date. Motorola, Inc. Customer By By Name: Name"JIL49 Mf4XU)Cj L Title: Title: Date: Date: SOP 00115378/jkg 14 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. Exhibit"A" Motorola "Software License Agreement" In this Exhibit "A," the term "Licensor" means Motorola, Inc. ("Motorola"); "Licensee" means the Customer; "Primary Agreement" means the agreement to which this exhibit is attached; and "Agreement"means this Exhibit and the applicable terms and conditions contained in the Primary Agreement. The Parties agree as follows: Section 1 Scope Licensor will provide to Licensee proprietary software; or radio communications, computer, or other electronic products ("Products") containing embedded or pre-loaded proprietary software; or both. "Software" means proprietary software in object code format, and adaptations, translations, de-compilations, disassemblies, emulations, or derivative works of the software, and may contain one or more items of software owned by a third party supplier("Third Party Software"). Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." This Agreement contains'the terms and conditions pursuant to which Licensor will license to Licensee, and Licensee may use, the Software and Documentation. Section 2 Grant of License Subject to Section 1, Licensor hereby grants to Licensee a personal, non-transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license does not grant any rights to source code. If the Software is or includes Integration Framework, Customer Service Request ("CSR"), or Cityworks software, that Software is licensed pursuant to this Agreement plus a separate document entitled "Software License Agreement Rider for Integration Framework, Customer Service Request, or Cityworks Software" (which document is incorporated by this reference and is either attached to this Agreement or will be provided upon Licensee's request). Section 3 Limitations on Use 3.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third party to do so, except that Licensee may make one(1) copy of Software provided by Licensor to be used solely for archival, back-up, or disaster 00115378/jkg 1 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, if Licensee provides written notice to Licensor of the temporary transfer and the temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one (1) additional copy for each computer owned or controlled by Licensee at each authorized location. Upon Licensor's written request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 Ownership and Title Title to all copies of Software will not pass to Licensee at any time and remains vested exclusively in the copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party, or any improvements that result from Licensor's processes or, if applicable, providing information services). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, Documentation, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. Section 5 Confidentiality Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and Confidential Information and are Licensor's trade secrets, and that the provisions in the Agreement concerning Confidential Information apply. Section 6 Limited Warranty 6.1. The commencement date and the term of the Software warranty will be as stated in the Primary Agreement, except that the Warranty Period for LiveScan software will be ninety (90) days; and for application Software that is provided on a per unit basis, the Warranty Period for subsequent units licensed is the remainder (if any) of the initial Warranty Period or, if the 00115378/jkg 2 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. initial Warranty Period has expired, the remainder(if any) of the term of the applicable Software Maintenance and Support Agreement. 6.2. During the applicable Warranty Period, Licensor warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined solely with reference to the Documentation. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Licensee's particular requirements. Warranty claims are described in the Primary Agreement. 6.3. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Notwithstanding the preceding statement, Motorola warrants that the equipment is fit for the purposes as described in the technical documents in this Agreement. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE OF GOODS. Section 7 Limitation of Liability The Limitation of Liability provision is as described in the Primary Agreement. Section 8 Transfers Licensee will not transfer Software or the related Documentation to any third party without Licensor's prior written consent, which consent may be withheld in Licensor's reasonable discretion and which may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHport® Software) embedded in or furnished for use with those radio Products if Licensee transfers all copies of the Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 Term and Termination Licensee's right to use the Software and Documentation will begin when this Agreement is mutually executed by both Parties and will continue during the life of the Products in which the Software is used, unless Licensee breaches this Agreement in which case it will be terminated immediately upon notice by Licensor. Licensee acknowledges that Licensor has made a considerable investment of resources in the development, marketing, and distribution of its proprietary Software and Documentation and that reasonable and appropriate limitations on Licensee's use of the Software and Documentation are necessary for Licensor to protect its investment, trade secrets, and valuable intellectual property rights concerning the Software and Documentation. Licensee also acknowledges that its breach of this Agreement will result in 00115378/jkg 3 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. irreparable harm to Licensor for which monetary damages would be inadequate. In the event of a breach of this Agreement and in addition to termination of this Agreement, Licensor will be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 Notices Notices are as described in the Primary Agreement. Section 11 United States Government Licensing Provisions If Licensee is the United States Government or a United States Government agency, then this section also applies. Licensee's use, duplication or disclosure of the Software and Documentation under Licensor's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 12 General 12.1. Copyright Notices. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. 12.2. Compliance with Laws. Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies, at the time of the action, requires an export license or other governmental approval. Violation of this provision will be a material breach of this Agreement, permitting immediate termination by Licensor. 00115378/jkg 4 CSA.NoESS.FINALSet.1.10.05.revision.doc Motorola Contract No. 12.3. Assignments. Licensor may assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Software, without prior notice to or consent of Licensee. 12.4. Governing Law. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped if Licensee is a sovereign government entity, or the laws of the State of Illinois if Licensee is not a sovereign government entity. 00115378/jkg 5 CSA.NoFSS.FINAL.Set.1.10.05.revision doc Motorola Contract No. Exhibit"B" Payment Schedule 75% of the total Contract Price shall be paid upon delivery of Equipment 25%of the total Contract Price shall be paid upon System Acceptance 00115378/jkg 6 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. Exhibit"C" Technical and Implementation Documents 00115378/jkg 7 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT JANUARY 2007 HIGH LEVEL SYSTEM DESCRIPTION AND STATEMENT OF WORK Summary This document serves as a description of the proposed quote for the equipment and services requested in addition to Round Rock's MCC7500 Dispatch Console Site being purchased under the COPS grant. The equipment in this proposal is designed to enhance the functionality of said MCC7500 Dispatch Console Site by providing two (2) additional Operator Positions, additional conventional channel capability, backup Consolettes, logging control stations for recording of talkgroup calls, and the appropriate antenna system and hardware. Two (2) additional MCC7500 Operator Positions have been included in this proposal and, with the exception of the addition of DES-01713 encryption, have been designed identically to the four (4) Operator Positions being purchased under the COPS grant. Each of these positions includes a Motorola-certified MCC7500 workstation PC with MCC7500 Operator Position software and a General Purpose Input/Output Module (GPIOM). The workstation PC runs the Operator Position software while the GPIOM interprets and sends to the speakers the radio system's incoming IP audio packets and converts the Operator's voice to outgoing IP audio packets. Each of these positions will also include ADP encryption capability, 21" flat-panel monitor, a "trackerball" and standard mouse, a standard keyboard, two (2) speakers for select and unselect audio respectively, two (2) headset jacks, a gooseneck microphone, and a dual footswitch. Dual Instant Recall Recorder(Dual IRR) has been included with each position as well. Dual IRR is a short-term audio recording program, used to play back recent radio system talkgroup or conventional calls directly from the Operator Position. Additional conventional channel capability is provided through the use of additional Conventional Channel Gateways (CCGWs), which allow 4-wire E&M-capable radios to be controlled by MCC7500 Operator Positions. Examples of conventional channels commonly employed on trunking radio systems include backup consolettes, NPSPAC repeaters, and interface radios into other trunking or conventional radio systems. Each CCGW allows four (4) such conventional radios to be interfaced to the system. This proposal provides two (2) additional CCGWs for Round Rock's Console Site, which will be used to interface the six (6) XTL 5000 backup Consolettes also included in the proposal. This setup leaves two (2) extra ports on the CCGWs for future expansion. MO!OR�L� Motorola Confidential Restricted January 2007 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL The aforementioned backup Consolettes are intended for use in the unlikely event the Round Rock Dispatch Center loses communication with the Master Site. In this event, the Operator Positions will not have direct wireline communication with the radio system and must therefore dispatch using backup Consolettes interfaced to the Round Rock Console Site. These Consolettes will be accessed on the Operator screen of the MCC7500 Operator Position just as the talkgroup resources were in normal operation. This proposal provides six (6) of these XTL 5000 backup Consolettes, allowing each of the Operator Positions to have a conversation on a different talkgroup simultaneously. An antenna system for these Consolettes has also been included in this proposal and is described later in this document. One (1) XTL 2500 and twenty-five (25) XTL 1500 control stations have been provided in this proposal for talkgroup logging. The logging recorders, playback stations, and anything else needed to implement this talkgroup logging solution have not been included in this proposal and are the responsibility of Round Rock. An antenna system for these control stations has also been included in this proposal and is described below. A DC power system for these control stations has also been included, and consists of three (3) 70VDC power supplies. The power supplies will be connected such that all DC-powered equipment will continue to function in the event that one(1)power supply malfunctions. Due to the large number of antennas needed to implement these backup Consolettes and logging control stations, a control station combiner (CSC) system has been included in this proposal. This CSC system combines up to forty (40) Consolettes and control stations onto two (2) antennas (IOdB Yagis in this case). Fifty (50) feet of ''/s" Superflex coaxial cable, one hundred seventy (170) feet of 5/8" Low-Density Foam (LDF) coaxial cable, one (1) l OdB Yagi antenna, and one (1) Polyphaser lightning arrestor have also been included for each of the two (2) antenna runs. The following diagram shows the above equipment and distinguishes between the equipment purchased under the COPS grant (not highlighted) and the equipment being purchased individually by agency over and above the COPS grant(highlighted in yellow). MOTORQLA Motorola Confulential Restricted January 2007 2 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL Round Rock Dispatch To Mester Sde RecornmeM 1 Ift ova ST6000 ' mc�ow�eeeord sed Tat*over T7 Routerq� „r �. 0 To Conventional ResourcesfOnrRprird) it F3 serve .�(� d,FaMi�btAra9 CCcvv Sle Camp ST250DWEM1 Cortroh ,.. Y LAN SvdCh 2626 EMA �,< OprMar Poepfm1 OP OpsdvPoeNiml Opsaly PoeMim4 OpelarPedsm5 OperRvPwltlmi MCC79WCmsole MCC7500 Caeob MCC7500C, MCC7S00 Car"* MCC7500 Cmsde MCC7SW Comate WMDES-0FS Vft DES-0FS =E*dit Cw*=r Ep�prrs� Opford-Outdd.COPS pentDeipr EQUIPMENT, RESPONSIBILITIES, AND CAVEATS This section lists the equipment provided, delineates the responsibilities of both Motorola and Round Rock, and presents the caveats inherent in the design and pricing of this proposal. EQUIPMENT PROVIDED • (2)MCC7500 Dispatch Console Operator Positions with DES-OFB Encryption • (2) Conventional Channel Gateways (CCGWs) • (6) Backup XTL 5000 Consolettes • (25)XTL 1500 Control Stations • (1)XTL 2500 Control Station with DES-OFB Encryption MOTDRQLA Motorola Confidential Restricted January 2007 3 ROUND ROCK DISPATCH ASOvE-GRANT EQUIPMENT PROPOSAL • (1) Key Variable Loader(KVL) with ADP and DES-0F13 Encryption Support • (1) 32-Port Control Station Combiner • (1) 8-Port Control Station Combiner • 100' of Superflex coaxial cable and 340' of 5/g" LDF coaxial cable • (2) Polyphaser Antenna Line Surge Suppressors • (2) 7.5' 19" Racks with ground bar and(1) power distribution/surge protection panel • (2) 1 0d1 Yagi antennas MOTOROLA RESPONSIBILITIES • Provide, install, and optimize equipment listed in this proposal • Custom Radio Template Configuration- (1) for(6) Backup XTL 5000 Consolettes • Radio Programming—for(6) Backup XTL 5000 Consolettes • Motorola will furnish analog audio from logging control stations to punch-block demarcation point located in radio equipment room. Motorola will verify that analog audio is present on the audio pairs • Perform functional acceptance testing on all equipment installed • Provide program management • Provide documentation on final installed configuration • Provide 1 year warranty on all equipment provided CUSTOMER RESPONSIBILITIES AND PROPOSAL CAVEATS • Provide adequate space, cable trays, environmental controls, electrical service, conduit runs, wall penetrations, facility grounding and other R56 standards • The City is responsible for expanding all electrical sub-panels to provide dedicated AC-power for Motorola's supplied equipment. • The City is responsible to install (24) dedicated 20-amp AC power circuits, from AC- distribution panel to the top of Motorola equipment racks location. Leave approximately six feet of spare AC-power wire to be connected by Motorola. (It is recommended that the electrical runs not be on center-line of equipment or cable tray.) • UPS and/or generator capacity, sized adequately for the equipment in this proposal WWONOLA Motorola Confidential Restricted January 2007 4 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL • Microwave and/or Leased Tl line Connectivity between the dispatch site and the master site. • Removal of any existing equipment • Provide tower space, ice bridge space, antenna loading analysis, antenna line feed- throughs and boots • Since the equipment location has not been finalized at this time, the coaxial cable length has been assumed. If when the final equipment location is chosen the lengths given are not accurate, Motorola reserves the right to increase the stated lengths and adjust final equipment and installation prices accordingly • Control station combiner has been chosen with the assumed coaxial cable length losses and assumed final Round Rock Dispatch Center location (used for path loss calculations). If any variables such as these change significantly when the new Round Rock Dispatch Center is built, Motorola reserves the right to alter the design and consequently the final price of the control station combiner system • Provide logging recorder, playback stations, and any other equipment besides the XTL control stations needed to realize the talkgroup logging solution. Motorola will furnish analog audio to punch-block demarcation point located in radio equipment room • Operator Position headsets are not included in this proposal and must be purchased by Round Rock • Additional MCC7500 Dispatch training is not included in this proposal • Alias Database and Configuration changes will need to be arranged with an entity that maintains a Network Management terminal • The City is responsible for Radio Template Configuration for(26) XTL Control Stations • The City is responsible for Radio Programming for(26)XTL Control Stations • Identify Location for Equipment Storage-the City will need to identify the location for equipment storage. This location will be used as the"ship to"address for the equipment and the storage facility will be used to warehouse the equipment. • All pricing included in this proposal assumes installation of this equipment will occur at the same time and in conjunction with installation of the equipment purchased under the COPS grant. Installation and services pricing is not valid for any other scenario MOTOROLA Motorola Confidential Restricted January 2007 5 ROUND ROCK DISPATCH ABOVE-GRANT EQUIPMENT PROPOSAL PRICING, PER CONDITIONS ABOVE (PRICE VALID TILL 3/25/2007) • $ 307,528.15 Af0rCMWOLA Motorola Confidential Restricted January 2007 6 Exhibit"D" Above Warranty Services Statement of Work and Service Terms and Conditions (if applicable) 00115378/jkg 8 CSA.NoESS.FINAL.Set.1.10.05.revision.doc Motorola Contract No. SECTION 9 WaffantylPost Waffanty Support Jan 2007 Y x. 9. WARRANTY/POST-WARRANTY SUPPORT Motorola places great emphasis on ensuring that communications systems, such as the one proposed for the City of Round Rock, meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post-warranty services as outlined in this Section. Table 1: Warranty/Post-Warranty Services Overview. Warranty/Post • • Optional Not Included Warranty: Standard Warranty: Enhanced Warranty Support Services Dispatch Services Technical Support Network Monitoring Service Infrastructure Repair w/Advanced Replacement OnSite Infrastructure Response(7X24 2-hour) Network Preventative Maintenance Post Warranty Services 9.1.1 Warranty Services Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. 9.1.2 Enhanced Warranty Support Services Motorola is able to customize its standard warranty offering through the delivery of a combination of unique services to provide full operational support of your MCC7500 Dispatch Console Add-on. By combining our system services into a comprehensive and cohesive program,Motorola is able to effectively deliver technical support, diagnostic assistance, and restoration services in a thorough and responsive manner. MQTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,1007 (TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT This Enhanced warranty service support is included as part of your first year System Support Plan beginning during the warranty period. The following figure represents an overview of the enhanced warranty services maintenance support plan to be delivered, indicating the various interactions among system support components. E nhanced Service Support Plan (ESS) �� CaclanrrSemcr Gll W------------ F ------•-----► die soltwaraServioe Local Service Radio Service ASreemer8 OSSA) P�i�, Ceater�$C) Figure 1:Enhanced Warranty Support Services Plan Overview. The following list depicts those services included in this enhanced warranty services support plan and available to customize post-warranty services: 9.1.2.1 Dispatch Services The Call Center Operation(CCO) at Motorola's System Support Center(SSC)is your single point of contact for service issues. A phone call to this operation's toll free 800-phone number initiates an electronic customer service request(Case) and begins the response process to the appropriate degree required. If a technician is required to respond to an issue for resolution, the CCO identifies the appropriate technician and tracks his response to the on-site point of failure. They track the technician's progress in effecting the repair and restoration, and notify the Customer of the status. In the event that a System Engineer or other system specialist is required, the CCO escalates the case to the appropriate level and assigns the required personnel. Once the case has ® Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 2 (TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT been resolved the CCO will contact the Customer to advise that the issue has been resolved and that the case is ready to be closed with the Customer's concurrence. TYPICAL FLOW OF A CSR(case) rCW R--d- THROUGH THE SSC CSR Op...d R..pon..CI-A A Sw Sb Amv.V�.ppM Stftd d1 R.V�. w..fwf. H-Rpr SibbonM— �CayrPap.— T.d.—a Yw b S_ • Ea..1M- .. ..o. •>' I 'i T.CIYitl.rl CengbY. Ri- n b Cwtomrt D.O.TA-R.wW br a aw.7 A i M Cl-k Stft(p S- v.y T. Exp-e � rr i D.O.PmNd-0.f. , R.pvf R.pY acb� T.dvkd ETA O.O.Oblrna Sauk.R.p.F Oo..ETA " M � ' I Appew ETA Y �p MW 09" p Raad.per P. r— Mmdi pTt i D.lpmbw ACCpf CSR CI-.d Pfeo...iq R.pi.d END OF PROCESS! A 9.1.2.2 Technical Support Motorola's Technical Support was created to insure that the City of Round Rock is provided the answers to their technical issues. Motorola's Technical Support Operation is manned 24 hours per day, 365 days a year to field all levels of calls. This operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues by telephone. A Case is created on each issue and is followed to resolution,with escalation if necessary. Because of the Center's proximity to the factory engineers, the highest level of technical support is available. 9.1.2.3 Network Monitoring Services Motorola's Network Monitoring Operation monitors specific elements of the system for events and alarms. When events or alarms are detected,they are forwarded to Motorola's System Support Center using system-specific monitoring tools. The System Support Center is staffed with trained technologists,who acknowledge the ® MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,1007 3 (TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT event, run available diagnostic routines, and initiate an appropriate response. Many system issues may be resolved remotely through these services. In the event that field resources are required, they are alerted to specific elements of the problem, and informed as to what spares, and/or boards to have on hand for replacement. This provides the most efficient and least amount of downtime to your system. Reports are sent monthly about system performance. 9.1.2.4 Infrastructure Repair Service w/Advanced Replacement Infrastructure Repair with Advanced Replacement can provide a field replacement unit (FRU) in advance and in exchange for the customer's malfunctioning component from Infrastructure Depot Operation's (IDO's) inventory, (FRUs are subject to availability). Advanced Replacement FRUs are shipped overnight with high priority. In the event the Motorola Local Service Provider must remove a malfunctioning board/unit at the site location, the Motorola Local Service Provider will contact the System Support Center's Call Center to request a return authorization(RA) number. The Motorola Local Service Provider will remove the malfunctioning board/unit and ship to the SSC for repair. Upon receipt of malfunctioning equipment, the SSC will fully system test and repair malfunctioning Motorola manufactured boards/units down to the component level utilizing automated test equipment. A system test is performed to ensure that all software and hardware is set to the current customer configuration. If the unit is not manufactured by Motorola, the unit may be returned to the Original Equipment Manufacturer(OEM) for repair. 9.1.2.5 On-Site Infrastructure Response OnSite Infrastructure Response provides for on-site technician response as determined by pre-defined severity levels and response times in order to restore the system. Technicians are dispatched by SSC's Call Center Operations (as described under Dispatch Service)to perform first echelon service,provide information to customer regarding system condition, remove failed components for repair, and reinstall new or reconditioned components. OnSite Infrastructure Response requires the purchase of Dispatch Service. On-Site Infrastructure Response provides for response as determined by pre-defined severity levels and response times. Severity 1 issues are dispatched twenty four(24) hours a day, three hundred sixty five(365)days a year including holidays. Motorola's on-site response time goal for this system is 2 hours or less for Severity 1 events. ® MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 4 [TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTY/POST-WARRANTY SUPPORT MCC7500 ABOVE GRANT 9.1.2.6 Radio Repair Service Motorola recognizes that mobile and portable subscriber support issues do not normally require the diagnostic and escalation process that is so integral to infrastructure support. Therefore, the City of Round Rock can best implement mobile and portable subscriber support by either forwarding units in need of repair directly to Motorola's Radio Support Center(RSC) Depot or receive first echelon support from their local technicians and/or the Authorized Motorola Local Service. The following figure provides an overview of this process within the Mobile and Portable Subscriber Service Plan. Subscriber Support Plan Up&&-Cus"Wr ■ ■ ■ SupportManagcr Local C NAMWswwce call •. . _ . p -cf , BatliaService Pzcwnce 1Ceater.(RSC) Figure 2:Subscriber Support Plan. Motorola's Radio Support Center Depot was designed to provide expertise in the full range of Motorola subscriber devices. Technicians specially selected for their expertise in the Motorola mobile and portable subscriber portfolio will test and repair malfunctioning radios down to the component level, utilizing state-of-the-art equipment. All modified or repaired equipment will be configured and verified before it is shipped back to the City of Round Rock. Once repaired,the equipment is tested and restored to Motorola Factory Specifications to ensure that the equipment is in the best operating condition possible. This also helps eliminate problems before they occur and ensures maximum uptime for the customer's mobile and portable radios. ® Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 5 [TBD-INSERT NAME OF CITY,STATE] SECTION 9:WARRANTYIPOST-WARRANTY SUPPORT MCC7500 ABOVE GRANT Motorola will also maintain past and current versions of firmware to ensure the equipment sent back to the City of Round Rock is programmed correctly. 9.1.2.7 Network Preventative Maintenance Motorola's Network Preventative Maintenance service will provide the City of Round Rock with an operational test and alignment of the fixed equipment to insure that it continues to meet the original manufacturer's specifications. This service will be performed annually in conjunction with a prearranged schedule. This service will be performed during normal working hours with the intent to minimize any disruption of service to users. If the service must be performed after hours, a quote will be provided. System documentation will be updated based on this information. The list of documented parameters will be determined by agreement with the City of Round Rock. All equipment provided as a part of the system will be included. 9,2 POST WARRANTY SERVICES As Motorola's continuing commitment to supporting your system, warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase either in"System Support Services"packages or as individual service offerings. These system support services significantly benefit City of Round Rock because the system can be effectively supported after the warranty period, thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. A description of the post warranty services proposed are below. No post-warranty support services have been included with this proposal. They will be discussed and added to the existing Service Agreement at the appropriate time. AWN MOKKA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary February 7,2007 6 Exhibit E System Acceptance Certificate Customer Name: Project Name- This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables,and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: CSA.NoESS.FINAL.Set.1.10.05.revision.doc 1 Motorola Contract No.