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Contract - Motorla Solutions - 1/14/2016
SYSTEM PURCHASE AGREEMENT (Radio Systems) THIS AGREEMENT ("Agreement") is made and entered into this 17th day of December 2015, by and between Motorola Solutions, Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller") and City of Round Rock, Texas, a body corporate and politic ("Purchaser"). WITNESSETH: WHEREAS, the Purchaser desires to purchase a Communications System; and WHEREAS, Motorola desires to sell a Communications System to Purchaser; and WHEREAS, Houston -Galveston Area Council ("H -GAC"), acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including the Purchaser) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and WHEREAS, H -GAC and Motorola entered into that certain Contract dated as of May 5, 2015 (the "Contract"), which provided that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 6 of the Contract, Motorola and Purchaser now wish to enter into this System Purchase Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by the Purchaser. THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: Exhibit A General Provisions. Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, consisting of. System Description, Equipment List and Statement of Work all dated November 10, 2015. Exhibit D Motorola/H-GAC Contract dated May 5, 2015. Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: Motorola Contract No. - I - System Purchase Agreement 9.8.2011 Section 1 SCOPE OF WORK A. Motorola shall furnish all of the equipment and software as outlined in Exhibit C and provide the tools, supplies, labor and supervision necessary for the installation of the items purchased in accordance with Exhibit C. B. In addition to responsibilities described in the Statement of Work, Purchaser shall perform the following coincident with the performance of this Agreement: (1) Provide a designated Project Director. (2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola and have such facilities available for installation of the equipment to be installed. (3) Provide adequate telephone or other communications lines (including modern access and adequate interfacing networking capabilities) for the installation, operation and support of the equipment. (4) Provide adequate space, air conditioning and other environmental conditions, and adequate and appropriate electrical power outlets, distribution, equipment and connections for the installation, operation and support of the equipment. (5) Provide a designated work area with adequate heat and light, and a secure storage area for equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Purchaser's facilities and/or vehicles. Section 2 SITES This Agreement is predicated on the utilization of sites and site configurations, which have been selected either by the Purchaser or by Motorola and set forth in Exhibit C. In either situation, should it be determined by either Motorola or Purchaser during the course of performance on this Agreement that the sites or configuration selected are no longer available or desired, new or replacement sites or configuration will be selected and approved by both Motorola and the Purchaser. If any price or schedule adjustments are necessary as a result of these new or replacement sites, such adjustments will be added to this Agreement by change order in accordance with Section 4 of the General Provisions. Section 3 SUBSURFACE/STRUCTURAL CONDITIONS This Agreement is predicated upon normal soil conditions defined by E.I.A. standard RS -222 (latest revision). Should Motorola encounter subsurface, structural, adverse environmental and/or latent conditions at any site differing from those indicated on the specifications, or as used in the preparation of the bid price, the Purchaser will be given immediate notice of such conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall promptly investigate the conditions and, if found to be different, will adjust the plans and/or specifications as may be necessary. Any changes that cause an adjustment in the contract price Motorola Contract No. - 2 - System Purchase Agreement 9.8.2011 or in time required for the performance of any part of the contract shall result in a contract modification in accordance with Section 4 of the General Provisions. Section 4 PERIOD OF PERFORMANCE A. Motorola projects that it will be able to obtain final acceptance and completion of the Acceptance Test Plan within the time interval specified in Exhibit C (if applicable). A more detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. B. Whenever a party knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, the party shall within thirty (30) days give the other party notice thereof and may request an extension of time to perform the work. C. In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that Purchaser will accept shipment, and make payment as required by this Agreement. D. It is also agreed that equipment shipping dates reflected in this Agreement are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5 ACCEPTANCE CRITERIA A. Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance will occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems or phases of the System, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems or phases. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule. B. Motorola agrees to notify Purchaser when the Communications System is ready for acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten (10) business days after receiving such notification. If testing is delayed for reasons within the control of Purchaser or its employees, contractors, agents or consultants for more than ten (10) business days after notification, final payment will be due within thirty (30) days after such notification and the Warranty Period will commence immediately. C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the Communications System or its subsystem(s) for limited training or testing purposes, prior to the Motorola Contract No. - 3 - System Purchase Agreement 9.8.2011 completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. Section 6 PAYMENT SCHEDULE A. Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the sum of $334.371.00 , which includes the H -GAC administration fee. The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit "C". B. Payments to Motorola shall be made according to the following milestones: 20% of the total contract price is due when Purchaser executes this Agreement; 2. 60% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 10% of the total contract price will be invoiced immediately after the Equipment is installed at the sites specified in the Exhibits; and 4. 10% of the total contract price will be invoiced immediately after System Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable. C. In the event of failure or delay by the Purchaser in providing sites, space, approvals, licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment, it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the Purchaser will accept the equipment and make payment in accordance with the terms of this Agreement. Any additional costs incurred by Motorola for storage of equipment will be invoiced and paid by Purchaser. D. Payments to Motorola shall be made as follows: (i) Motorola shall immediately forward an invoice for the payment requested in Section 6(B) above to Purchaser. (ii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. E. Motorola will pay H-GAC's administrative fee in accordance with the payment terms of Motorola/H-GAC Contract dated May 5, 2015. F. 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 date as Motorola Contract No. - 4 - System Purchase Agreement 9.8.2011 set forth above and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. Section 7 PROJECT MANAGEMENT A. If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technical direction of this project. Motorola, at any time, may designate a new or alternate Project Manager with written notice to Purchaser and H -GAC. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola's cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Section 8 NOTICE ADDRESSES A. Motorola Solutions, Inc. 1303 East Algonquin Road Schaumburg, IL 60196 Attn.: Law Department B. Rick White Round Rock Police Department 2701 North Mays Street Round Rock, Texas 78668 C. Houston -Galveston Area Council 3555 Timmons Lane, Suite 120 Houston, Texas 77027 Attn.: Public Services Manager Section 9 ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the ZD following order: The main body of this Agreement. Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Technical and Implementation Documents, consisting of: Logging Recorder Upgrade Project. Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable) Exhibit D Motorola/H-GAC Contract dated May 5, 2015. Motorola Contract No. - 5 - System Purchase Agreement 9.8.2011 Section 10 DISPUTES Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Motorola and the Purchaser will bear their own costs but will share the cost of the mediator equally. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non- binding alternate dispute resolution procedure ("ADR"). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. All communications pursuant to the negotiation and mediation will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11 SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or portion of such provision shall be considered severable, and the remainder of this Agreement shall not be affected. Section 12 HEADINGS AND SECTION REFERENCES The headings given to the paragraphs are inserted for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Section 13 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of Precedence); Section 10 (Disputes); Section 11 (Severability); Section 12 (Headings and Section References); Section 13 (Survival of Terms) and Section 14 (Full Agreement). Motorola Contract No. - 6 - System Purchase Agreement 9.8.2011 Section 14 FULL AGREEMENT This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. The preprinted terms and conditions found on any Purchaser 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. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below. MOTOROLA SOLUTIONS, INC. By: (Signature) Name: (Print - Block Letters) Title: (Print - Block Letters) Date: PURCHASER By: a�wllt (Signature) Name:A00 I Y I G (202 VV (Print - Block Letters) Title: I V IG (Print - Block Letters) Date: L I H ' 1 Motorola Contract No. - 7 - System Purchase Agreement 9.8.2011 EXHIBIT A GENERAL PROVISIONS MOTOROLA SOLUTIONS, INC. Section 1 STANDARDS OF WORK Motorola agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXES The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor. Section 3 SHIPPING, TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination. After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be borne by the Purchaser. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or under any circumstances. Section 4 CHANGES IN THE WORK A. The Purchaser may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to; portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Motorola is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. Motorola Contract No. - 1 - System Purchase Agreement 9.8.2011 Section 5 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability whether for breach of contract, warranty, negligence, indemnification, strict liability in tort or otherwise, is limited to the price of the particular products or services sold hereunder with respect to which losses or damages are claimed. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action shall be brought for any breach of this contract more than two (2) years after the accrual of such cause of action except for money due upon an open account. Section 6 EXCUSABLE DELAYS A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT A. 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 such failure has been caused by the conditions set forth in Section 6 of these General Provisions) and may assert a default claim by giving the non-performing party a written and detailed notice of default. Except for a default by Purchaser for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting party will begin implementing the cure plan immediately after receipt of notice by the other party that it approves the plan. If Purchaser is the defaulting party, Motorola may stop work on the project until it approves the Purchaser's cure plan. B. If a defaulting party fails to cure the default as provided above in Section TA, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting party will promptly return to the non -defaulting party any of its confidential information. If Purchaser is the non -defaulting party, terminates this Agreement as permitted by this Section, and completes the System through a third party, Purchaser may Motorola Contract No. - 2 - System Purchase Agreement 9.8.2011 as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the contract price. Purchaser will mitigate damages and provide Motorola with detailed invoices substantiating the charges. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 8 DELAYS BY PURCHASER If the Purchaser is responsible for delays in the schedule set forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays if Motorola requests compensation. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges. The Purchaser shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Such delays will be subject to an Agreement addendum as described in Section 4. Section 9 LICENSES/AUTHORIZATION The Purchaser is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees is an agent or representative of the Purchaser in FCC matters or otherwise. Motorola, however, may assist in the preparation of the license application at no charge to the Purchaser. Purchaser acknowledges that project implementation is predicated on receipt of proper FCC licensing. Section 10 INDEMNIFICATION Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all liabilities, judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the Purchaser by reason of or on account of damage to the tangible property of the Purchaser or the property of, injury to, or death of any person, to the extent and in the proportion that such damage or injury is caused by Motorola's negligent acts or omissions or that of its employees, subcontractors, or agents while on the premises of the Purchaser during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 11 WARRANTIES A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below. In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or Motorola Contract No. - 3 - System Purchase Agreement 9.8.2011 Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below and the Software Warranty set forth in the Software License Agreement will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance when the functionality is reduced for reasons beyond Motorola's control including, but not limited to, i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or RF coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Purchaser changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act Of parties who are beyond Motorola's control, including Purchaser or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non -Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, liquids, neglect or acts of God. C) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this System Purchase Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. Motorola Contract No. - 4 - System Purchase Agreement 9.8.2011 e) Equipment that has been subjected to unauthorized modifications, disassembly or repairs (including the addition to the Equipment of non - Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i) Equipment that has been subject to illegal or unauthorized alteration of the software/firmware in the Equipment. j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. 1) Normal or customary wear and tear. D. Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. E. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Motorola Contract No. - 5 - System Purchase Agreement 9.8.2011 Section 12 CONFIDENTIAL INFORMATION Motorola proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked Motorola PROPRIETARY and/or CONFIDENTIAL will be released as necessary under the following conditions: (1) Purchaser shall exercise reasonable and prudent measures to keep these items in confidence. (2) Purchaser shall not disclose these items to third parties without prior written permission, unless Motorola makes them public or Purchaser learns them rightfully from sources independent of Motorola, or it is required by law to be disclosed. (3) Motorola, where necessary, retains the right to prescribe specific security measures for the Purchaser to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non -Disclosure Agreement will be required. Section 13 SOFTWARE LICENSE A. Motorola Software. Any Motorola Software furnished will be licensed to Purchaser solely according to the terms and restrictions of the Software License Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and restrictions of the Software License Agreement. B. Non -Motorola Software. Any Non -Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non -Motorola Software pursuant to the Software License Agreement, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply and and the copyright owner will have all of Motorola's rights and protections under the Software License Agreement. Section 14 PATENT INDEMNIFICATION A. Motorola will defend at its expense any suit brought against Purchaser to the extent it is based on a third -party claire alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Purchaser 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 Purchaser providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Purchaser by a Motorola Contract No. - 6 - System Purchase Agreement 9.8.2011 court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. B. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Purchaser the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Purchaser a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. C. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Purchaser's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Purchaser to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Purchaser extend in any way to royalties payable on a per use basis or the Purchaser's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Purchaser from sales or license of the infringing Motorola Product. D. This Section 14 provides Purchaser's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Purchaser has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 5. Section 15 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola, except that Purchaser shall have the normal non-exclusive royalty -free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Section 16 WAIVER Failure or delay on the part of Motorola or Purchaser to exercise a right or power hereunder shall not operate as a waiver of the right or power. For a waiver of a right or Motorola Contract No. - 7 - System Purchase Agreement 9.8.2011 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. Section 17 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 18 ASSIGNABILITY Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Purchaser. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.. Section 19 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default); Subsection 11.F (Disclaimer of Implied Warranties); Section 12 (Confidential Information); Section 13 (Software License); and Section 16 (Waiver); Section 17 (Governing Law) and Section 19 (Survival of Terms). Section 20 ADMINISTRATOR LEVEL ACCOUNT ACCESS Motorola will provide Purchaser with Administrative User Credentials. Purchaser agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Purchaser is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Purchaser may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Purchaser understands that changes made as the Administrative User can significantly impact the performance of the System. Purchaser agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the Motorola Contract No. - 8 - System Purchase Agreement 9.8.2011 extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Purchaser and Purchaser will pay Motorola on a time and materials basis for resolving the issue. Section 21 MAINTENANCE SERVICE If this Agreement contains a Warranty and Maintenance Plan, then, during the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the terms of this Agreement, including the Warranty and Maintenance Plan 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 during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for such services will be set forth in a separate document. Unless otherwise agreed by the Parties in writing, the terns and conditions applicable to such maintenance and support will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. Motorola Contract No. - 9 - System Purchase Agreement 9.8.2011 Exhibit B Software License Agreement This Exhibit B, Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and City of Round Rock, Texas ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains the terns and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. Motorola Contract No. - 1 - System Purchase Agreement 9.8.2011 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use cornmercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "timesharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any Motorola Contract No. - 2 - System Purchase Agreement 9.8.2011 information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terns of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software =and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non - infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon Motorola Contract No. - 3 - System Purchase Agreement 9.8.2011 transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this. Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola'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 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and confidential information and are Motorola's trade secrets. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Motorola. Licensee will take necessary and appropriate precautions to maintain the confidentiality and guard against the unauthorized disclosure of the Software and Documentation. Licensee will limit access to the Software and Documentation only to Licensee's employees who "need to know" and are authorized to use the Software and Documentation as permitted by this Agreement. Motorola Contract No. - 4 - System Purchase Agreement 9.8.2011 Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Motorola Contract No. - 5 - System Purchase Agreement 9.8.2011 Exhibit C Technical and Implementation Documents Motorola Contract No. - 6 - System Purchase Agreement 9.8.2011 CITY OF ROUND ROCK NOVEMBER 10, 2015 L -'G OO�'7u�:�� �U� � �Jc""'�7�J E C'�UIDG InWLD) rr\\\\,uj Qr MOTOROLA The design, technical, pricing, and other information ("Information") furnished with this submission is proprietary information of Motorola Solutions, Inc. ("Motorola") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. SYMBOL is a trademark owned by Symbol Technologies, Inc., which is a wholly owned subsidiary of Motorola Solutions, Inc. All other trademarks are the property of their respective owners. © 2013 Motorola Solutions, Inc. All rights reserved. REF/Control No. TX -14118A TABLE OF CONTENTS Section 1 SystemDescription............................................................................................................................1-1 1.1 Solution Overview..............................................................................................................1-1 1.2 System Detailed Overview.................................................................................................1-1 1.2.1 Base Offering: NRX Analog Recording and Williamson County P25 Recorder Overview1-1 1.2.2 Option 2: Round Rock Radio IP Recorder Detailed Overview.......................................1-3 1.3 NICE NRX Recording Solution...........................................................................................1-3 1.4 INFORM Product Information.............................................................................................1-4 1.4.1 Overview........................................................................................................................1-4 1.4.2 Intelligent Incident and Event Management with NICE Inform.......................................1-5 1.4.3 NICE Inform Server System...........................................................................................1-6 1.4.4 NICE Inform Client Applications.....................................................................................1-6 1.4.5 Application Description...................................................................................................1-7 1.4.6 Audio Playback features.................................................................................................1-8 1.4.7 Graphical Content Playback Features............................................................................1-9 1.5 Cutover Process...............................................................................................................1-15 1.6 System Functional Test....................................................................................................1-15 Section 2 SystemDrawings...............................................................................................................................2-1 Section 3 EquipmentList...................................................................................................................................3-1 3.1 Base Offering: NRX Local Analog Recorder And Williamson County p25 Radio Recorder3-1 3.2 Optional Offering: Round Rock P25 Radio IP Recorder....................................................3-2 Section 4 StatementOf Work............................................................................................................................4-1 4.1 Installation for the Base -Offering: Customer -Shared Model...............................................4-1 4.2 Optional Offering: Customer -Owned Model Installation.....................................................4-2 4.2.1 Motorola Responsibilities: .............................................................................................. 4-2 4.2.2 City of Round Rock Responsibilities..............................................................................4-3 4.3 Implementation Assumptions.............................................................................................4-6 4.4 Dependencies and Other Requirements............................................................................4-7 4.5 Restrictions and Limitations...............................................................................................4-8 Section 5 Warrantyand Maintenance................................................................................................................5-1 5.1 The Motorola Service Delivery Team.................................................................................5-1 5. 1.1 Account Services Manager............................................................................................5-1 5.1.2 Motorola System Technologists.....................................................................................5-1 5.1.3 Motorola System Support Center...................................................................................5-1 City of Round Rock November 10, 2015 Logging Recorder Upgrade Project Use or disclosure of this proposal is subject REF/Control No. TX -14118A to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Table of Contents i 5.1.4 Motorola Local Service Provider ............................. 5.2 Warranty Services....................................................... 5.2.1 Dispatch Service ..................................................... 5.2.2 NICE Support Services ........................................... 5.3 Post -Warranty Services ............................................... 5.4 Summary ..................................................................... Section 6 PricingSummary ......................................................................... Section 7 Terms and Conditions................................................................. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. ii Table of Contents ............................................ 5-2 ............................................5-2 ............................................5-2 ............................................ 5-2 ............................................ 5-3 ......................................:.....5-3 ............6-1 .....7-1 City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted SECTION 1 SYST L- M GESCRP7 ON �.� SOLUTION OVERV/ EW Motorola Solutions along with NICE Systems is committed to supporting the City of Round Rock in the transition to an upgraded recording solution. The NICE solution is centered on the NICE Inform Public Safety multimedia application suite. This application suite is well established and offers the ability to view recorded information from a variety of sources including audio, video and text. Recorded information can be collected into incident folders, stored and distributed. Multimedia integration is a core architectural feature of NICE Inform. The architecture is able to add support for future media types to NICE Inform while maintaining a same simple, single application to operators. This architecture allows the incorporation of new media types as they become relevant in the future while preserving The City of Round Rock's investment in previous platforms. Motorola's proposal includes detailed descriptions and pricing for two separate offerings to allow the City of Round Rock a choice of which offering best fits your needs. The first option consists of a recorder to record analog audio components locally at the Round Rock Dispatch. This option will also allow the City of Round Rock to utilize a P25 Radio IP Recorder currently located at Williamson County. The second option will provide the City of Round Rock with its own P25 Radio IP Recorder along with the analog recorder. 1.2 SYSTEM DETAILED OVERVIEW 1.2.1 Base Offering: NRX Analog Recording and Williamson County P25 Recorder Overview The City of Round Rock currently utilizes a Higher Ground Logger to record radio traffic as well as 911 position audio. Motorola will continue to record radio traffic using the existing XTL Mobiles located in the equipment room. The XTL Mobiles will be reprogrammed a single talkgroup each, to be specified by the City of Round Rock. This will allow the City of Round Rock to record audio for specific talkgroups. Along with the radio audio the 911 position audio will be recorded off the existing Solacom PAC Units used for 911 audio. Three more PAC units, identified by the City of Round Rock, will be added to the new recorder to record those supervisor positions. Also, consolettes currently being used for backup will be used for recording. This will allow for redundancy of radio traffic in the event of equipment failure. The NICE NRX Recording Solution is capable of and licensed to record 32 Simultaneous resources. It will allow the City of Round Rock to record radio audio as well as any Telephony resources. Also included is NICE's Inform Application, which is a browser -based application suite for Public Safety Organizations, that pieces together incidents in a highly visual and intuitive way: all laid out in a time sequence on a graphical display. This application can be accessed from the City of Round Rocks network. The Inform Application will be licensed for the Reconstruction, Monitor, QA, and Organizer applications. A NAS device will be included to provide archiving capabilities. Figure 1-1 illustrates the shared recordings. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-1 EXISTING MOTOROLA WILLIAMSON COUNTY RADIO RADIO NETWORK (RNI) RECORDER WILLIAMSON COUNTY RADIO RECORDER LICENSED TO REC ROUND ROCKTGS Existing Williamson County _Radio Nelwoik EXISTING WILCO FIREWALL Existing Williamson County NICE Network EXISTING WILLIAMSON COUNTY WILCO NICE U4, INFORM APP NETWORKLICENSED TO ADD ROUND ROCK TGS ROUND ROCK— WILLIAMSON COUNTY SHARED NETWORK HACKHUAUL (NOT CURRENTLY EXISTING) EXISTING CURRENTLY BEING REC I Existing Round Rock Network (I Playback 2 -WIRE ANALOG EXISTING CURRENTLY BEING REC NRX SERVER INFORM APPLICATION (MATRIX) (6) CONSOLETTES NEW Figure 1-1: Shared Recordings ❑ Existing equipment but NOT wnenu, recorded ❑ Existing equipment on existing recorder 3)S OLACOM NEW This Inform Application will also be given access to the P25 Radio IP Recorder currently located in Williamson County ESOC. The City of Round Rock will be given the capability to access audio specific to their radio talkgroups. An agreement and network interface will be designed to allow the communication of the City of Round Rock Record with the Williamson County Recorder. The Radio IP Recorder located at Williamson County and its associated hardware components are capable of recording 120 Talkgroups simultaneously. Williamson County is licensed to use 90 of the Talkgroups. In order to record the City of Round Rock Talkgroups the software will be licensed to record the remaining 30 available Talkgroups. The Voice Processing Module (VPM) is used to decode audio and to attach speakers and other devices. The VPM holds the encryption algorithms used by Williamson County. The City of Round Rock currently utilizes ADP and DES Encryption. In order to decode and record the audio that is DES Encrypted the VPM will be upgraded to include the proper algorithms. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-2 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted dft 1.2.2 Option 2: Round Rock Radio IP Recorder Detailed Overview RADIO RECORDER EXISTING RR ROUND ROCK IP DISPATCH RECORDER SWITCH \ RR ARCHIVING INTERFACE SERVER (AIS) RR VOICE PROCESSION MODULE (VPM) ❑ Existing equipment but NOT—,,11, J`� JPO NRX SERVER recorded o INFORM APPLICATION Playback �', Existing equipment on existing recorder 2 -WIRE ANALOG EXISTING ^^ I^�^EXISTING ^x^�^ (6) CO NEtETTES I (3) SN WCOM Figure 1-2: Round Rock IP Recorder Detailed Overview As an option Motorola has proposed a Radio IP Recorder for The City of Round Rock. This option will give The City of Round Rock an NRX Recorder for the analog resources as well as P25 IP Recorder to record radio traffic directly off the Motorola Radio Network. The IP recorder will be licensed to record up to 60 clear radio calls simultaneously, or 30 Encrypted simultaneous calls, or a mixture of both. The recorder and its components will be located at the Round Rock dispatch site. It will interface directly to the existing radio network located at dispatch. This will allow The City of Round Rock to have full control of their recordings. Figure 1-2 shows the detailed overview. 1.3 NICE NRX RECORDING SOLUTION NICE Recording Express was specifically designed to meet the needs of the Public Safety environment. The solution is an easy to deploy, feature rich audio recording platform that addresses the rigors and requirements of your communication center. It captures all forms of audio — VoIP, analog and digital telephony — a critical necessity. With support for a wide range of PBX platforms, extensions and IP switches, NICE Recording lets you cost effectively transition into tomorrow's PSAP today. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-3 1.4 1.4.1 Recording alone is simply not enough. You need to be able to quickly find calls, have flexible recording and storing options, integrate with other systems, and have the ability to easily share your information when relevant. And it all needs to be done cost effectively. NICE Recording provides you with these benefits and many more: All -in -One Box Solution — Easy to deploy and to management. Optional selective call deletion — allowing you to automatically delete based on retention; schedule deletion for marked calls; retain call data even if audio is deleted. Wide range of storage and archiving possibilities — you'll be able to select the option you need for cost savings and efficiency with local storage to standard HDD; choice of 10 compression algorithms; archive to SAN/NAS and RDX; central storage to SAN/NAS, EMC Centera, NetApp Snaplock; in addition to flexible scheduled archiving capabilities. INFORM PRODUCT INFORMATION This section describes the functionality provided by the NICE Inform multimedia incident data management application suite. It gives an overview of the user interface of each NICE Inform application as well as providing information on their use and characteristics. Overview NICE Inform is a multimedia incident data management solution which organizes and manages recorded audio and video content as well as other media types for the purpose of investigation and operational review (Figure 1-3). � FIICEUiform R6.0 -Smith, Richard NICE • Monger 1 Rt.c Muctbb 1 OrDanhar I Raperter I Evaluator 1: Administratbn Reconstruction —i— III 17 I I3r e ._' + _ y; + ' R—n a .1001,00 1002,00 10:03,00 03/03/2013 _ City West .` Intersection i Intrusion e64 bl YJt 'b1 -_----•I—L`M= -- Intrusion audio '�' •._ _,._pg _ ... - Intrusion Video. � 5 Metro south I m 5 Operator Q 4 Traffic4-� Vehicle Detection %1 < Resuli: Tz61e --- It P' R —I startT a Our. tion ch noel Logger ;il• a] Metro south 05/03!2013 i... 00:00:29 5 7212 U Telephony LD V Traffic 05/03/2013 1... 00:00:29 21 7212 -tart T,ma: 05/031201310:03:49 I& p IntrusionA 05!03/20131... 05:00:00 2 11303701 Stcp Time: 051031201310:04:34 ouration: 00:0005 & t Vehicle Oetec... 05/03/20131... 04:26:54 3 124236178 ch.nnel: 21- p Intrusion audio 05/03/2013 1... 05:00:00 5 11303701 C:R Intrusion Video 05/03120131... 05:00:00 3 11303701 Traffic 05103120131... 00:00:25 21 7212 1{p� Metro south 0-5/03/20131... 00:00:25 5 7212 Traffic 05/03/20131:.. 00:01:18 23 7212' Q] Retro south 05/03/2013 1... 00:01:18 5 7212 Figure 1-3: NICE Inform Reconstruction Application November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-4 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted Inherent to all organizations are independent silos of structured and unstructured data. In its native form this data can only provide a certain level of useful information to a user. However, once these silos are time synchronized in relation to specific events and then organized for investigation and review, new levels of insight can be gained. NICE Inform delivers intelligent incident and event data management by linking together disparate silos of data such as recorded telephony, radio, CCTV, screen, radar, GIS, AVL and other types of multimedia information. It's powerful yet easy to use user interface can combine data from multiple organizations to provide improved situational and post event analysis. NOTE: Not all features listed below are included in the proposal; refer to detailed equipment list for list of features and capabilities. 1.4.2 Intelligent Incident and Event Management with NICE Inform NICE Inform has the capability to capture, manage and analyze information from multimedia sources including audio, video, screen, radar, text and data. Furthermore, it provides a complete, unified, chronological history of incidents in order to enable streamlining of investigations, information sharing and evidence delivery. In addition to traditional means of communications, communication over IP -based and wireless technologies, both voice and video can be managed in a synchronized manner with the NICE Inform application. Utilizing NICE Inform, the process of reconstruction, investigation and information -sharing is more complete and efficient. There is a single interface for risers to manage the information of the incident including search and retrieval, investigation, creation of an incident folder, enriching the incident folder with additional information available post incident, and also sharing the information with others. Key Benefits of the NICE Inform solution include: • Consolidated multimedia information - There is a single interface for the user to retrieve information from multiple sources of data and geographic locations. The information is synchronized and organized in a chronological manner allowing complete and authentic incident reconstruction. • Multimedia management - Incident information can be stored from multiple sources, regardless of its type and format of the source system. These systems include: telephony, radio, CCTV, recorded screens, radar, photos taken by mobile phones or any other camera, video clips, text messages and documents, any other information in digital format. Moreover, multimedia information management by NICE Inform is location independent. Each of the sources mentioned, can be integrated into the NICE Inform system regardless of its location. • Secure quarantine of sensitive incident information - Each incident has a dedicated incident folder. Only users that have been assigned the appropriate access can view, modify or transfer information into an incident folder. All access to incident folders is tracked. • Improved interoperability - Easy and secure information -sharing within an agency and between other agencies and organizations. NICE Inform is a browser -based application, so any authorized user with the right level of privileges may access the incident folder assigned for them. For example, an investigator can access a specific incident folder, review information and playback voice and video. The investigator may also add additional information they find relevant or that might have been produced during their investigation. An example of this would be an incident report. • Authentication of incident information - Once centralized in the incident folder, any item as well as the collection of all the items may be authenticated. NICE Inform applies a digital signature and will detect tampering with any of the incident folder items. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-5 • Traceability of actions — every action taken with Inform system data is recorded and available for review to monitor the interactions with critical incident data. • Unifies Distributed Systems - Enables organizations to securely access recorded resources such as telephony channels and radio talk groups from other disparately located sites and between NICE Inform Servers. • Provides a method of consistently reproducing, managing and consolidating multimedia information via a single, easy to use graphical user interface. • Provides a repository for long term storage of consolidated incident information. • Allows users (with the appropriate access privileges) to locate and replay from multimedia interactions on a unified interface from multiple repositories across multiple departments. • Maximizes efficiency of the incident reconstruction, investigation and information distribution processes by providing a highly intuitive method of organizing disparate information sources. • Maximizes the efficiency of the incident distribution process by providing a highly efficient method of distributing authenticated incident information. • Minimizes human error associated with manually attempting to coordinate and "match" data from multiple disparate information sources. • Minimizes training and maintenance effort and costs by providing a single interface in lieu of individual interfaces for each information source. 1.4.3 NICE Inform Server System The NICE Inform Server hosts the NICE Inform database, the NICE Inform Server software services and the web interface used by the clients to start the NICE Inform Applications. The NICE Inform Server software provides a single entry point into the underlying logging systems, providing a unified view across parallel recording systems. The NICE Inform Server Matrix capability enables users within one organization to access audio resources such as telephony channels or radio talk groups recorded within another organization in a secure and controlled manner. This is achieved by an Inform server located at one of the sites providing access to recorded resources to another Inform Server located at a completely separate site utilizing a WAN. (Please note, video, software screen recording and other non -audio media types cannot be shared via an Inform server Matrix connection). 1.4.4 NICE Inform Client Applications The NICE Inforn suite of applications has been developed specifically to support Public Safety and Security users. NICE Inform uses Microsoft's .NET Windows Forms technology in order to initially deploy all client applications and provide subsequent automatic updates from the NICE Inform web server. For audio -only systems the only pre -requisite required by NICE Inform client applications is the Microsoft .Net 4.0 framework. For systems that provide support replay from NiceVision VMS systems, the Microsoft WMV codec is also required (this can be downloaded from the Inform Server but requires Windows Administrator privileges to install). This helps NICE combine low desktop support costs with feature -rich, high quality graphical user interfaces. Users benefit as well — for example, user preferences and settings, including window sizes and locations, preferred search fields and many other options, are all stored centrally. Users can share their workstations or use different workstations from day-to-day, and their own personal preferences will be applied as soon as they log onto NICE Inform. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-6 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted 1.4.5 Application Description NOTE: Not all feature listed below are included in the proposal; refer to the detail equipment list for features and capabilities included in this proposal. Reconstruction Module In addition to analogue, digital, VoIP telephony, and radio, the NICE Inform Reconstruction module is capable of searching, displaying and replaying other forms of media such as video, radar, screen, Computer Aided Dispatch (CAD), Automatic Vehicle Location (AVL), Automatic Number Plate Recognition License Plate Recognition (ANPR/LPR) and Geographic Information System (GIS) data, synchronized and replayed on a single consolidate interface. The Reconstruction module provides a combination of graphical and list displays of the recordings — giving a visualization of the recordings and the detail to investigate more closely. Reconstruction includes many powerful features, designed and developed with the user in mind in order to facilitate an easy and effective work process. MCElnfotm R5fl-Ddault:Administrator NICE ♦ Reconstruction H.A— 1 `Remlubu.t$an 1 0ry..i .r I Ppd., 1 Evaluator I: Administration - 13 1 7 1 0- V V • I: 1wi ...1 L''9353 4.—D-(' Time Fame # (tt�. 11 I`✓ N :a= _ ._ C' Show last: 1'T' I �--:' \ 0 !'J' - : +t:J Lil KC' F ' i Y � — f I` -Hl R.sa:m CL00 17/10120n12,43:53 1 12 45 00 32 46100 TJ d 39 F From: - 40 (�] —_._... 17/10/2013 112:41:28-8 1„*yy. __._� ...4143 LEI 4� 37/70/2013 'p•°n•1112t 46:28 8 44 d -- v 45 d :_ _... t' 46 L9 d - Other Fields_ „e 47 esauru (Ali) _ a '_�. R113087U11.UU1_L----- _- ' - RI1308701002_L:1._%Id — ------_ ----” ' R11308701V003_L•I... 1& 4 UJ Telephony Extension: Agent Name: -1 1 DT/AF. eiiulu Ti,bie - J Extension: 47 tF Resource ;—i si—tT Duration i 45 17/1012013 12:32:31 00:12:34 ri . 47 17/10/2013 12:32:31 00:12:34 Le 44 17/10/2013 12:32:31 00:12:34 41 17/10/2013 12:32:31 00:12:34 x Dt�l 43 17/10/2013 12:32:31 00:12:34 48 17/10/2013 12:35:40 00:09:25 [Nu --, 12, < 10 sec tN 17/1012013 12:35:40 00:09:25 y 55 42 17/10/2013 12:35:40 00:09:25 _-_-___-______--_-,__ Ij7 38 17/10/201312:37:24 00:04:10 1-7i Private 37 17/10/2013 12:37:2< 00:04:10 - NSI eo _.-,,. n,,,..o .1.11.11 ,n.....rn __. _... J Figure 1-4: View of NICE Inform Reconstruction Module City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-7 The Reconstruction module within the Inform application provides the basis of the search and replay activities within the system (Figure 1-4). It is from here that the user is able to perform extensive searches for the recorded multimedia elements they wish to review, organize, manage or distribute later in the application. The search function within the Reconstruction module includes several powerful features and enables the user to utilize all search parameters and criteria captured by the Inforn application and associated recording platform. Users can search by items such as call duration, caller ID, specific recorded resources, annotations/bookmarks, user ID and extension, to name but a few of the search criteria available. Saved searches (private and public) — Once a search has been defined this can then be saved as a search that may be used again at a later date. Searches can be made available to other Inform users by making them public or specific to the user that created them by assigning them as private. Filter and pinpointing incident information — A search may be further defined by the use of the filter tool which applies additional filter parameters against the search results displayed within the graphical and text results fields (please see Figure 1-5). \J1 I l'.1111111 t%�!" 17,- Filter (not applied) 7 79 `T' Filter:_ Communication: Resource: Logger: Trunk: _ kyply to: (Telephone +: JR11308701AOD1 L:i- Figure 1-5: View of NICE Inform Reconstruction filter panel 1.4.6 Audio Playback features There are a number of playback options provided for the user in order to enhance the review of the search results. These include — Skip silence, adding spoken date and time announcements, volume, balance and Automatic Gain control. The playback bar is shown in Figure 1-6. O oa:oo:oo Q I • IO ® ® O ...-- ---- - - --- xn.xs �, xs r.�a za Figure 1-6: Inform Reconstruction playback bar Playback Volume and Balance Control per Recorded Channel When replaying multiple audio channels mixed together and synchronized in real- time, users can dynamically control audio settings for each channel independently. Users can therefore quickly gain an understanding of both the incident communication as a whole and each audio recording individually. Figure 1-7: Inform Reconstruction volume and balance control panel November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-8 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted 1.4.7 Graphical Content Playback Features The Reconstruction module uses `Insight Windows' to display and replay graphical content such as video, screen recording, location information rendered onto a map etc. Insight Windows can also be used to display meta data describing the properties of audio recordings as they are replayed. Insight Windows can either be displayed `docked' within the Insight Panel of the Reconstruction module, as shown in Figure 1-7above, or within an separate application window known as an Insight Grid, shown below in Figure 1-8 . Up to 3 Insight Grids can be launched from Reconstruction. Each Insight Grid can use one of 8 pre -defined layouts with up to 4 Insight Panels. J. T�: ... i Figure 1-8: Reconstruction Application with Insight Grid There are a number of review functions within the NICE Inform Reconstruction module. These enable the user to understand and interpret the incident with a view to providing additional information and observations concerning the recorded interactions that are displayed. Annotations — During the review of the audio, users can add text and/or speech annotations to store further details or notes on the entire audio segment or on specific points in the recording. Annotations are marked as flags on the graphical view of recordings, so users can quickly refer to them. Bookmarks (annotations without text or speech) can also be added. Users may also search for annotations at a later date. The Inform Reconstruction Annotation Panel is shown in Figure 1-9. Adding New Annotation Time:11:33:25 0 iB �l oo:00:00 Figure 1-9: Inform Reconstruction Annotation Panel City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-9 Video replay and options — When reviewing a video channel a user has a number of review options available to them in order to capture certain observations. A user has the ability to capture a specific frame of the video stream, highlight a particular area and also create an annotation against it. This can then be captured against a specific time point on the interaction can be searched for at a later date. (Please note, screen capture is not available for software screen recording). Once a search selection and incident/event has been recreated by the user using the search and review tools within Reconstruction, there are a number of ways to save or transfer the selection from the Reconstruction module: Add to Organizer - It is anticipated that the majority of the titne the normal selection save would be to transfer the incident information directly to Organizer. This results in a copy of all selected media recordings and all meta -data describing them being added to the selected incident folder. Evaluate - This results in a copy of all selected media recordings and all meta -data describing them being added to the selected evaluation folder for subsequent analysis for Quality assurance purposes. Save Scenario — Each selected audio recording is saved as a separate PCM .wav file in the designated Windows folder location, along with all meta -data describing each recording. Other media types (e.g video, screen recordings etc.) are not supported by the Save Scenario function. Save Audio — Whole or partially selected audio recordings can be saved in either PCM .wav file or Windows Media Audio (.wma) file formats. All selected files are saved into a single file, either sequentially or summed, determined by the current application setting. Spoken Date and Time announcements and Automatic Gain Control can optionally be applied to saved audio files. Save Video — Whole or partially selected video recordings can be saved in either standard (.avi) or NICE proprietary (.nvf) file formats, with each video channel saved to a separate file. Organizer Module Organizer is an advanced incident data management module. Authorized users can transfer multiple recordings from connected recording servers into Incident folders where they can be managed. Access to incident folders is controlled on a per user account and tracked. The incident storage area is independent from the normal recording storage area and provides online accessibility to these recordings, that are digitally replicated from the recorder that captured them. Recordings that are stored within an incident folder can be displayed and replayed with the same flexible user interface as in the Reconstruction module. Related files can be added. Organization of Incident Information in Folders — This provides a central location where all the incident recordings and related information are stored. This saves time and reduces errors, as users can refer to one location for all incident information rather than to multiple sources. Incidents can be accessed from any workstation. An authorized user, who has been granted the appropriate access privileges, can refer to the folder quickly and save time and effort in reconstructing the incident audio again. User privileges to access specific incidents may be independently defined for each incident. Figure 1-10 and Figure 1-11 show the Incident Search Panel and the Inform Organizer Module Incident Search and Incident Details Panels. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-10 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted ' NaW—R&D-Sr AKW-hW a�=o � w Organizer ...... .... =--- =11;�p NICE Inform'" a Oiganizer > Reconstruction Content E3 M I T .0. 7 CJ kbM R.d 0.TA (QH- 9 x 0 _—C—t 8% 4m; x N.— Ck 33 . .. . ........... ........... TDd,y 0 ... Trairinq Q.--- 13/10/201313:4... 05/10/201311:0... Dd—h, Admi,i— 8 S&.,,b, Rs,h,11, 5 TestSO so W1012013 27:2 %ViNel—, Ra 5 D ... mt— 37 4 ---------- 041102013 12:3... VA,I ftb 15 WM/ Telt 1 1610912013 0:0 10 40 Cl-ftd by, -20 3D/09/201300:0... Sr.ab, A- — -- — ----- 35 1:!1020130... 00:03:33 -0 0310112013 MS.- Dlfl.t, Admire... I name IInme FAY IlJ 35 14!10I20130– 00:01:13 r show i -I IW U 14/1012013 0... 00:02:33 36 14/1012013 D 00:01:33 40 I4A012013 0 00:01:33 33 14/ID/2013 D 00:01M Figure 1 -10: Incident Search Panel tact w— R64 - &,Ah, Richard T" NICE Inform a�=o � w Organizer ...... .... Stockbridge Road RTA (QW33453�), > Reconstruction Content E3 7 CJ kbM R.d 0.TA (QH- 9 x 0 _—C—t 8% S Ck 33 . .. . ........... ........... -J P 4; 3: 37 4 ---------- 39 N Z4- 40 A- — -- — ----- 35 1:!1020130... 00:03:33 33 14/2012013 0... 00:01:33 37 1-11012013 0 00:01:33 IlJ 35 14!10I20130– 00:01:13 IW U 14/1012013 0... 00:02:33 36 14/1012013 D 00:01:33 40 I4A012013 0 00:01:33 33 14/ID/2013 D 00:01M Figure 1-11: Inform Organizer Module Incident Search and Incident Details Panel City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-11 The Organizer module includes a number of features which enable the user to manage, organize, review, audit and distribute both newly and previously created incident folders. The incident search panel within the Organizer module will search for previously defined incident folders that are available within the Organizer module. There are a number of search parameters from which the user can search and once the search has been run a list of incident folders matching that criteria may be individually selected if the user has the appropriate access to that folder. From this panel the user may also create a new folder (using a wizard based approach) and retrospectively add recordings that have been searched within the Reconstruction module. Incident retention — If a retention period is added to an incident it means that a user is unable to delete it within this period and that it is only available for deletion once this period has ended. This may be applied at the point of incident creation or by editing an existing incident. Incident import/export — Once an incident has been exported, the user may import the incident into another NICE Inform system or back into the original system at a later date. This, therefore, allows the user to store an incident outside of the NICE Inform system and utilize its contents to combine with contents of another incident within another Inform system. Equally the Inform system is able to import an incident from a previously exported incident folder Incident authentication — This tool will allow the user to understand if the contents of an incident have been modified or deleted from when the files were first added to it. This is usually used when a user wishes to authenticate an incident prior to exporting it. Distribution Authentication — When recordings are distributed they are saved as files in a folder that is given the name of the distribution. To authenticate a distribution, the user opens the authentication dialogue and selects the relevant incident distribution folder. The distribution is then checked and the results of the verification, including any differences, are then reported to the user. Incident Details Panel The incident details panel will specify the incident folder information and provide access for the user to the different aspects.of the incident folder which may include audio and video information from the Reconstruction module, related material items, draft and sealed distributions, notes and audit trails of incident folder events. Managing Additional Information —Any other files or documents related to the incident can be imported to the incident folder to maintain, manage and secure all information about an incident in a single location. For example, the audio request that generated the creation of the incident folder could be saved alongside the incident recordings to provide a single location for all data concerning the incident. NICE Inform now supports bringing additional media into an incident so that they can be replayed on the timeline in the client, in synch with any audio or video recorded by the native systems. Additionally saved scenarios from Reconstruction can be imported directly into Organizer. Automated Distribution Process — A wizard -guided distribution process simplifies the work for the user, enabling them to distribute incident data to users who do not have access to the NICE Inform system. Two main formats are supported, as described below. Either whole incident folders or subsets of information can be distributed. Incident data may be distributed multiple times, in multiple formats, without the need to search the logging system each time. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-12 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted NICE Inform Distribution r Media Player Distribution Settings Location CAusers\rsmith\Documents\NICE Inform\hty Distributions\ Browse... Folder name: Stockbridge Road RTA (QH-334535)_Distribution 2 Distribution settings I✓ Secure distribution with password r_ include annotations Password; I✓ Include ANI/ALI F nclude NICE Inform Media Player r Include incident created by Confirm password: Help «Back Next» Cancel Figure 1-12: Inform Organizer Distribution Wizard Media Player Distribution — This format exports incident material, including multiple files and media formats, into a single compressed media file that can be reviewed using the Inform Media Player (Figure 1-12). The Inform Media Player application itself can be freely distributed along with the distribution file for use by the recipient. Users are encouraged to secure Media Player Distributions via an applied password. Supported media types: • Audio. • Video. • Software Screen Recording. (`Related Material' files of any type, e.g. jpg files, can also be exported into a Media Player distribution and can subsequently be reviewed in the appropriate application, e.g. windows Photo Viewer, MS Excel etc). Web Distribution - This format exports incident material into selected storage location in industry standard formats appropriate to each media type, e.g..wav, .avi, .wma, so that it can be replayed by third - party applications, e.g. Windows Media Player. Options enable multiple audio recordings to be exported as a separate file, mixed into a single file or saved as a single file per recording channel, etc. including optional audio certification messages recorded by the user. Video recordings are always saved into a separate .avi file per recording. Software Screen Recording is not supported within Web Distributions. Log of Distributed Material — This further enhances traceability of distributed material. Access Control to Evidence — Privilege -based access to specific incident folders is supported with the ability to define unique user security access lists for each incident. History of Actions — An audit trail is kept of every action taken on any of the recordings or the related material once it has been incorporated into an incident folder. This provides the ability to follow up and view actions taken by authorized users concerning the material of interest. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-13 Monitor Module The NICE Inform Monitor module provides near real time, non intrusive access to ongoing static - channel recordings and a way to view real time activity on a group of channels. One or more channels can be optionally selected for monitoring and provides a local audio output on the workstation which is approximately 5 to 10 seconds behind the actual conversation, dependent upon the audio compression algorithm in use on the channel being monitored. The Graphical User Interface (GUI) display will enable the user: • to understand the resource name and type (e.g. telephony). • to understand whether there is activity on that particular channel. • to change the individual channel volumes and balance. • to select up to 10 channels to synchronously monitor. From the Monitoring panel the user is able to review the most recent call list for the selected channels by selecting the replay last message button. This will take the user directly to the Recent Call Replay panel and display the associated call list. A view of the NICE Inform Monitor is shown in Figure 1-13. '. NCE Irdam, 96D Smith NOW U=.=) R59 NICE Inform" Monitor MonRm I R�wnat�uclbn 1 Ory�Nx�r t R�porGr 1 Erab�tor II Ildminhlralbn ®I t � [}� Q]70 ---GJn w6 -.....n°'_ --([J 75 rl!.b,ae�.la. _...._w�tndr _ tY 6001 .._� 26 Q] ► 6003 6003 rJ •g frtl��ll _-.41 0120. ► 39 1-' -� 21 37 32 3S aZI 3 —IU 4 w 32 30 26 �3-'� .r}r 27 aj 37tQ 25 71 -_UD q2 —� 43 _t4 -i a6 <3 ! E] � cnera 1!.ErApa -8 fF .I In . .I I JI Figure 1-13: View of NICE Inform Monitor QA Module The NICE Inform QA application provides the most comprehensive solution in the market for capturing and analyzing interactions to enable organizations to drive performance, enhance operational efficiency and ensure regulatory compliance, while maintaining low total cost of ownership. It provides organizations with critical operational and training requirement insights through unified solutions for compliance recording, quality management, interaction analytics, and call -taker coaching. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-14 System Description City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted 1.5 CUTOVER PROCESS A detailed cutover process will be discussed with The City of Round Rock during DDR process. It will outline the requirements and steps that will be taken during the cutover process to ensure minimal interruption of service. 1.6 SYSTEM FUNCTIONAL TEST Once the system has been implemented in the field and each site has been, Motorola will perform a functional test to verify that the system operates as required by the City of Round Rock. This test will test the overall functionality of the system. The functional test scripts will be discussed during the design review phase of this project. The acceptance tests will be performed by Motorola and witnessed by the City of Round Rock's representative during the installation and testing phases. Each test will be performed independently using detailed procedures. If a deficiency is found during a test, the deficiency, the appropriate resolution and party responsible for resolution shall be identified and documented in a "punchlist" City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 1-15 SECTION 2 SYS"FEM DRAWNGS The system drawings are included on the following pages. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Drawings 2-1 co ( // ® )§\\ ^ t� 0 u 14 x 2 § \ )) % n =1 . @} | owIm uB §C4[} � 09 f\ - ■ \ §®\§§ &/E:= \ i r \ \ \z r © 2 _.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._.._ ❑ o l< § _ g ( I L) ;\} 0Y /o : �� CL 5 e ,\) \\�§ § ; Cw Y z ,{ )LL . °// % z %§E ; §$i / } — �� ' \ °�. Ia/(E _ MD \ \ ) 2 38 Q§ .F§SE� £ # 5 $ �?/§SE ;%>g>uF_ # & f : § 5 ? § o<o>� ®3=3uo ® ƒg \ i \ §&/&gE Sc\ ) &< ~< % c § a/ /)\ § E z> E \ § \ ;o/ Wk� .+ \ j§ / : § 2 . & I It . �m _...�...---..�.._..----� m §)§(§ § o■§§m 0 / §§)m•W @ —Z E ® R . u ` {\K 2§z c § j co e 11) Ln ID co = o » m c u m < § I ! 2 �� ( \ P 2 § e \ §� \Iz 0 \ 2 23 2 ( El E ([ )§ §)\ 1\) ( \$ §3 ƒ± EW0 . 2 El � \ § ■ ') ) 2e \ °ƒ = 0 "1 "1 11 o 01 « - ID ! 2 ❑ E § \ \ �J 23 2 4\ X( E ([ )§ §)\ 1\) \§ \$ §3 ƒ± EW0 zg E , ') ) 2e \ °ƒ \_ fig/ 1730 ° \ /l ,) o , z \§ ƒ 10 \)( _ z\§ = 0 "1 "1 11 o 01 « - ID SECTION 3 �.� BASE OFFS NG: NRX LOCAL ANALOG RECORDER AND WILLIAfIf SON COUNTY P25 RAMO RECORDER NRX Analog Recorder Playback PC Description Z420 LOW TIER WORKSTATION WINDOWS 7 TT2671 32 CHANNEL NRX BASE BUNDLE TT05764AA ADD: ADDITIONAL 8 RECORDING LICENSES - MAX OF 20 DDN1693 ANALOG AUDIO BOARD - 24 PORTS TT05771AA ADD: ANALOG CHANNEL FLAG DDN1690 ANI-ALI DRIVER DDN7532 SNMP MANAGEMENT APPLICATION DQROUNDROCKPD STANDALONE NICE INFORM 6.1 WITH SERVER DL360 DDN1697 INFORM MATRIX SERVER LICENSE DDN1704 NETGEAR READYNAS 2120 8TB WITH RAID CONTROLLER, SINGLE POWER SUPPLY Playback PC Rack, Power, and KVM Description Z420 LOW TIER WORKSTATION WINDOWS 7 TT2538 T7448 WINDOWS SUPPLEMENTAL FULL CONFIG CDN6673 CREATIVE LABS INSPIRE A60 DDN9992 HP P201 20 LED MONITOR Rack, Power, and KVM Network i�iC�X� DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS DSB020U1619K NETDIRECTOR 191N CONSOLE KVM WITH 8 USB/PS2 COMBO CABLE KITS - 16PORT DSCB27U 2 POST CONVERSION BRACKET CENTER MOUNT FOR 71.11 DSCB24U 14U - 2 POST CONVERSION KIT Network i�iC�X� T7376 JUNIPER/FIREWALL GATEWAY City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 8 Motorola Solutions Confidential Restricted Equipment List 3-1 3.2 OP T MAL ®FFA RMG: ROUND ROCK P25 RAMO � � , RECORDER NRX Analog Recorder AIS VPM 10 SIMUL CALL MCC 7500 IP RECORDER TT2671 32 CHANNEL NRX BASE BUNDLE TT05764AA ADD: ADDITIONAL 8 RECORDING LICENSES - MAX OF 20 DDN1693 ANALOG AUDIO BOARD - 24 PORTS TT05771AA ADD: ANALOG CHANNEL FLAG DDN1690 ANI-ALI DRIVER DDN7532 SNMP MANAGEMENT APPLICATION DQROUNDROCKPD STAND ALONE NICE INFORM 6.1 WITH SERVER DDN1697 INFORM MATRIX SERVER LICENSE DDN1704 NETGEAR READYNAS 2120 8TB WITH RAID CONTROLLER, SINGLE POWER SUPPLY AIS VPM AIS Desktop 10 SIMUL CALL MCC 7500 IP RECORDER B1905 MCC 7500 ASTRO 25 SOFTWARE B1933 MOTOROLA VOICE PROCESSOR MODULE CA00288AB ADD: MCC 7500 ARCHIVING INTERFACE SERVER SOFTWARE LICENSE CA00147AF ADD: MCC 7500 SECURE OPERATION CA00143AC ADD: DES-OFB ALGORITHM CA00245AA ADD: ADP ALGORITHM CA00140AA ADD: AC LINE CORD, NORTH AMERICAN T7885 MCAFEE WINDOWS AV CLIENT AIS Desktop IP Recorder 10 SIMUL CALL MCC 7500 IP RECORDER TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 IP Recorder November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-2 Equipment List City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted ��� 10 SIMUL CALL MCC 7500 IP RECORDER TT2668 TT05784AA ADD: 10 SIMULTANEOUS CALL CAPACITY TT05601AA ADD: IP LOGGING RECORDER FOR USE ON 7.13 SYSTEMS DDN9748 19 INCH BLACK SHELF T7885 MCAFEE WINDOWS AV CLIENT T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-2 Equipment List City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted ��� Storage Center _11101 '11111F, C f@J , kf DDN1703 STORAGE CENTER - BASIC SERVER SW TT2694 CLS SERVER Playback PC Aw rP_Lf\l`rl TT2538 Z420 LOW TIER WORKSTATION WINDOWS 7 T7448 WINDOWS SUPPLEMENTAL FULL CONFIG CDN6673 CREATIVE LABS INSPIRE A60 DDN9992 HP P201 20 LED MONITOR Pack, Power, and KVM Network T7376 I JUNIPER/FIREWALL GATEWAY City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Equipment List 3-3 POWER, SPD, TYPE 3,120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS DSRMP615A DSB020U1619K NETDIRECTOR 191N CONSOLE KVM WITH 8 USB/PS2 COMBO CABLE KITS - 16PORT DSCB27U 2 POST CONVERSION BRACKET CENTER MOUNT FOR 71J DSCB24U 14U - 2 POST CONVERSION KIT Network T7376 I JUNIPER/FIREWALL GATEWAY City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Equipment List 3-3 SECTION 4 STATEMENT OF WORK Motorola is proposing a NICE Inform QA Evaluator solution including a report package, Verify Inform, and an upgrade to the existing NICE server, which is required in order for the proposed solution to be implemented as described in this proposal. This Statement of Work delineates the general responsibilities between Motorola and Williamson County as agreed to by contract. 4.1 INSTALLATION FOR THE BASE -OFFERING: CUSTOMER - SHARED MODEL The Base -Offering consists of the NICE NRX Analog recorder along with access to Williamson County P25 Recorder. The NRX will record each 911 position, existing XTL Control Stations, existing Consolettes, and any other device that can provide analog audio. Most of these devices are currently being recorded on the existing Higher Ground recorder. The new recorder will be connected in parallel to the old recorder and will use existing demark points during the cutover process. Motorola Responsibilities Motorola's general responsibilities include the following: • Schedule the implementation in agreement with City of Round Rock. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Install the Motorola -provided equipment described in this proposal in the Recording Equipment Room at City of Round Rock. • Install and bolt equipment in existing racks. • Install power cables from each piece of equipment to the customer provided power. • Ground all equipment to FNE using R56 guidelines. • Provide all required materials for installing, mounting, crimping, grounding and bonding all Motorola provided equipment as part of this proposal. • Provide additional miscellaneous install -related hardware (screws, tie wraps, Shielded CAT5e, Punch Blocks) as necessary, and the adapter required to capture the audio from the back of the consolette. • Reprogram the existing XTL radios to a single Talkgroup, to be identified by City of Round Rock, to record. The Talkgroup will be identified by City of Round Rock. • If required, Motorola will open the existing consolettes to set the Dip Switches to enable Record Audio from the ACC ports. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement Of Work 4-1 Install all equipment interconnect cables: — Create and route (1) plenum Shielded CAT5e runs from the NRX Recording Server, Inform Server, and NAS Storage Device to switch port on City of Round Rock's Network Switch. — Route Amphenol Cable from NRX Server to Punch block where all analog audio lines are terminated. — Create and route 2 -wire cables and interface to the six (6) consolettes and the three (3) Solacom positions that are currently not using recorded and interface to recorder. — Route KVM Cables to HP Servers. Provide training: — Provide two days of instructor led onsite training for up to six students. Covers Verify, Monitor, Reconstruction, Organizer and Reporter, as well as administration applications. — Provide an additional day of onsite instructor led NICE Inform Evaluator QA training for up to six students. • Provide user manuals. City of Round Rock Responsibilities • Identify the Talkgroup for reprogramming of the existing XTL radios. 4.2 OPTIONAL OFFERING: CUSTOMER -OWNED MODEL INSTALLATION The Optional Offering consists of the Base -Offering plus the components associated with the Motorola IP Recorder. This IP Recorder will record Talkgroups directly off the Motorola Radio Network specific to City of Round Rock. The equipment will be located at the Round Rock dispatch location and interfaced to the existing Motorola Radio Network. 4.2.1 Motorola Responsibilities: • Schedule the implementation in agreement with City of Round Rock. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Install the Motorola -provided equipment described in this proposal for the optional offering in the Recording Equipment Room at City of Round Rock. • Install and bolt equipment in existing racks. • Install power cables from each piece of equipment to the customer provided power. • Ground all equipment to FNE using R56 guidelines. • Provide any miscellaneous install -related hardware needed (screws, tie wraps, Shielded CAT5e, Punch Blocks.) • Provide all required materials for installing, mounting, crimping, grounding and bonding all Motorola provided equipment as part of this proposal. • Provide all necessary shielded CAT5e LAN cable and connectors, tie wraps, etc. • Install all equipment interconnect cables. • Create and route Shielded CAT5e runs from the switch port on Radio Network Switch for: — (1) HP Desktop AIS. — (1) VPM. — (1) HP Server. — (1) Juniper Firewall. • Route SCSI from HP Server to external tape drives. • Route CAT5e cable from Juniper Firewall to City of Round Rock CEN Switch. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 42 Statement Of Work City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted • Provide a Motorola System Technologist to configure the AIS to output desired Talkgroup audio to the AIS Logging System. • Motorola will make all requisite border router modifications to allow communication between NICE recording components "inside" the Motorola Border Router (MBR) and "outside" the MBR to include replay workstation(s), CLS Servers, Storage Center Servers, Administration workstations, Analog and Digital logging devices and IP logging devices as required for consolidated replay (i.e. telephony/conventional audio with radio audio logged via AIS). • Provide a Motorola System Technologist to properly configure the Border Router and Firewall to allow the NICE user applications (on City of Round Rock network) to communicate with the Motorola IP Radio Logger. • Provide training: — Provide two days of instructor led onsite training for up to six students. Covers Verify, Monitor, Reconstruction, Organizer and Reporter, as well as administration applications. — Provide an additional day of onsite instructor led NICE Inform Evaluator QA training for up to six students. • Provide user manuals. • A Motorola technician will be present during first day of the recording installation for City of Round Rock's radio components. 4.2.2 City of Round Rock Responsibilities General • City of Round Rock will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. • City of Round Rock to provide detailed schematic of infrastructure, including details of all routers/switches for the data network relating to the recorder system and the mapping of phone lines in the system. • City of Round Rock will identify designated internal IT/Telephony/Network staff dedicated to the implementation of the purchased recording solution, in writing, prior to the commencement of the on-site implementation. • City of Round Rock is responsible for notifying the Motorola Project Manager in writing at least 72 hours in advance of schedule change or cancellation of services. • City of Round Rock will provide all required site clearances for Motorola and its subcontractors from commencement of project (i.e. project kickoff meeting) through project completion designated by City of Round Rock signoff on Project Completion Document. • City of Round Rock will designate an authorized representative to participate in system acceptance testing in its entirety. This representative will be identified prior to start of on-site implementation. Cabinet and Rack Mounting • If third party servers are sourced by the City of Round Rock from a vendor other than NICE, all mounting hardware is the responsibility of the City of Round Rock. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Statement Of Work 4-3 Facilities (Electrical, HVAC and Dimensions) • City of Round Rock is responsible for providing the required power for the proposed system including all associated wiring, hardware, outlets, grounding etc. • City of Round Rock is responsible for providing sufficient heat dissipation for the proposed system as defined in the attached environmental specifications. • City of Round Rock to ensure all recording equipment associated to the recording process should be protected by an Uninterruptable Power Supply (UPS) to ensure operation during a power failure. • City of Round Rock is responsible for providing UPS backup to provide enough power to associated equipment for a minimum of five (5) minutes subsequent to loss of power. Demarcation • City of Round Rock is responsible for ensuring the availability and proper function of all audio for recording up to and including the demarcation point. • City of Round Rock is responsible for ensuring the availability and proper function of any data feeds being utilized for capture by the recording system including but not limited to ANUALI, Caller ID, CTI, etc. up to and including the demarcation point whether hard point or LAN based. • City of Round Rock is responsible for all wiring up to and including the demarcation point to include audio signaling, network and antennae (if required). • All audio and LAN connections should be terminated within no more than ten (10) feet of the equipment location, unless otherwise specified during the Detailed Design Review. • All telephony audio feeds for recording must be in two -wire format. • Telephony instruments must be within 1500 feet of the switch as defined by cable length unless otherwise specified during the Detailed Design Review.. Interfaces For the Optional Customer Owned Offering, City of Round Rock is responsible for providing ANUALI data to the rear of the Motorola -provided NRX Server via RS232 serial cable. City of Round Rock is responsible for providing a data capture file for ANUALI prior to confirmation of ANUALI driver operation. City of Round Rock is responsible for providing all necessary licensing and installation of CTI, CDR and SMDR feeds for any and all PBX's to meet the integration requirements. Labor • City of Round Rock will ensure that no contracted union or other labor will cause delay in acceptance, unloading, delivery, locating and affixing system cabinets and components in designated space. City of Round Rock is responsible for all aspects of Union or other labor negotiations, procurement, contracting, use and payment. If the City of Round Rock requires the use of union or other labor for any work to be performed, City of Round Rock is responsible for this labor to accept, unload, deliver, locate and affix system cabinets and components, wire and otherwise "setup" system components (such as cables and wiring) under the direction of a Motorola. Inform • City of Round Rock supplied replay workstations must support the Microsoft .NET infrastructure. • City of Round Rock is responsible for management (backup, Data Storage Management, increases in storage capacity, etc) of the Inform server. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-4 Statement Of Work City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted Network • City of Round Rock is responsible for all data network infrastructure not purchased as part of this proposal including (but not limited to) switches, hubs, bridges, routers, firewalls, external caching devices and cabling. • City of Round Rock will provide signals from the City of Round Rock network on minimum CAT 5 (RJ45 terminated). Archiving • The proposed solution provides storage internal to the logger. Unless specifically stated, Motorola makes no claim as to the retention period (measured in the number of days) this solution will support. For example, the Motorola MCC 7500 IP Radio Logger can store up to 75,000 hours of digitally trunked radio audio. Motorola makes no claim as to how many days this will be as it is entirely dependent on the amount of audio the City of Round Rock generates each day. • City of Round Rock is responsible for backing up the SQL database on a regular basis. • The SQL database tables in each logger are configured to hold 84 months of tables. City of Round Rock is responsible for addressing any requirements beyond a seven-year retention period during the Detailed Design Review; changes to the configuration to address a longer retention period must be made prior to the final system configuration. • If City of Round Rock is archiving to network storage, the LAN/WAN latency in the network is assumed to be less than 30 milliseconds. Motorola Mixed Systems (IP Radio and Standard Telephony) City of Round Rock will provide 2 -wire audio from the consoles to a demarcation point (i.e. 66 - Block) within 10 feet of the recorder if Select Audio (mixed audio) from console positions is required. Round Rock will provide 2 -wire audio from all conventional radio channels (from control stations, BIM, TBIM or other source) to a demarcation point (i.e. 66 -Block) within 10 feet of the recorder if conventional radio channel recording is required. City of Round Rock will provide all audio from analog telephony devices to a demarcation point (i.e. 66 -Block) within 10 feet of the recorder (lengths are "cable length' not "line of sight') if analog telephony recording is required. Implementation and Cut -Over Hours for implementation and training will be 8:OOAM - 5:OOPM Local Time Monday through Friday, excluding NICE and Customer holidays. City of Round Rock is responsible for providing sufficient facilities to conduct all training specified in the provided quotation. City of Round Rock is responsible for providing appropriate office space to NICE staff for duration of implementation and testing. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Statement Of Work 4-5 Project Completion, Post Implementation, and Maintenance • City of Round Rock will ensure that all radio, dispatch, telephony and network systems are available and fully operational prior to the arrival of the NICE equipment. • City of Round Rock will ensure availability of designated staff to assist in commissioning/implementation issues within a reasonable time once notified by NICE staff that their assistance is required. • City of Round Rock will provide reasonable and necessary access to all required equipment upon verbal or written request by NICE Staff within a reasonable time period upon request. • Designated City of Round Rock representative will sign Project Completion Document upon successful completion of all aspects of Acceptance Document. • City of Round Rock is responsible for frill -time system management subsequent to completion of implementation and training of City of Round Rock staff. Warranty Support City of Round Rock must provide written permission to Motorola must to allow NICE Systems to have access to the recording solution via the SSC's connectivity to the radio system. If components of the Recording Solution reside on the City of Round Rock's network, the City of Round Rock is responsible for providing a high speed network connection for remote diagnostics. The Motorola PM must facilitate communication between the City of Round Rock and NICE Systems to set up remote access to the NICE devices (if any) on the City of Round Rock network City of Round Rock must provide remote access to all recording system components to Motorola and NICE Systems in order to meet the Warranty SLA's in the Motorola Sub Contractor Agreement. If NICE Systems does not have remote access to the system, NICE Systems cannot commit to the response times outlined in the Motorola/NICE Systems Sub Contractor Agreement. 4.3 IMPLEMENTATION ASSUMPTIONS Motorola has based the system design on assumptions and information gathered from the City of Round Rock and an analysis of their existing system. All assumptions are listed below for review by City of Round Rock. Should Motorola's assumptions be deemed incorrect or not agreeable to the City of Round Rock a revised proposal with the necessary changes and adjusted costs will be required. • All existing sites or equipment locations will have sufficient space available for the system described. • All existing sites or equipment locations will have adequate electrical/generator power and circuits, surge suppression, and site grounding to support the requirements of the system described. • City of Round Rock will provide environmentally controlled equipment areas. • A network connection between City of Round Rock and Williamson County will have to be designed in order to facilitate the base offering in order to share the P25 Radio recorder located at Williamson County. City of Round Rock will provide and facilitate this network connection. Motorola will assist in the network design if required. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-6 Statement Of Work City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted • Any Agreements required to facilitate the use of the Williamson County recorder is the responsibility of City of Round Rock. • The existing XTL Radios are in working condition. • Removal of the Higher Ground Recorder is the responsibility of City of Round Rock. • Motorola will not remove, relocate, or dispose of existing communications equipment. • Motorola will NOT rerun any new cabling to replace existing runs to the existing recorder. The existing demares that the Higher ground recorder is using to record the 911 and any analog will be reused for the new recorder. • City of Round Rock will provide Anti-virus for any computers added onto the City of Round Rock Network. • City of Round Rock will not require union or other third party labor not provided as part of this proposal after siting (placement and wiring) of equipment. • LAN/WAN latency is assumed to be less than 30 milliseconds. 4.4 DEPENDENCIES AND OTHER REQUIREMENTS The following is a list of dependencies and other project specific information regarding the City of Round Rock solution: • All pricing regarding warranty upgrades and post -warranty maintenance is based on the assumption that NICE Systems will have remote access to all components of the recording system (components on both the radio network and the City of Round Rock network). If remote access is not available, pricing is subject to change. • Electrical connectors for all NICE recording systems are standard NEMA 5-15P, 3 -wire, non- locking, straight blade, grounded plugs. • NICE recorders and servers require a static IP address for each device. • Network utilizes Microsoft's TCP/IP protocol stack. • Network supports 10013aseT Ethernet. • All electrical outlets for the proposed system should be located no more than 3 feet from the rear of the equipment location. • Audio captured from Motorola IP system via the AIS logging system is stored in clear (un - encrypted) IMBE packets. • The Motorola IP Radio Logger resides on the Radio Network. Remote Access to the Recording device(s) on the Motorola Radio Network is mandatory for support during the warranty period. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Statement Of Work 4-7 9 RESTRICTIONS AND LIMITATIONS • Motorola will not assume any responsibility for City of Round Rock -provided equipment that is not described in this proposal. • The proposed system is not certified for seismic activity and does not include any hardware or subsystems making it more [or less] susceptible to seismic activity. • Unless otherwise specifically addressed and priced in this proposal, Motorola makes no implicit or explicit commitment to interface to any third party software such as CAD, GIS, etc. • Unless explicitly stated in the proposal, no PC workstations are included in this proposal. • City of Round Rock does not employ Network Address Translation (NAT) between any of the recording system components when utilizing the Scenario Replay application. • Automated system processes such as automatic installation of patches, application pushes, automated anti-virus updates, etc. are not to be run on logging system components (loggers, servers, etc), unless specifically addressed in this proposal. • AIS logging recorders capture audio only from the Motorola IP Radio System environment. • AIS logging recorders exist only inside the Motorola Border Router, on the Motorola Network. • The following limitations exist for the AIS Configuration: — Maximum of 256 Trunking and Conventional Resources (Talk Groups) per AIS (less if encryption is utilized). — Maximum of 120 Simultaneous Call Paths per AIS. — Maximum of 70 Concurrent Analog Conventional Calls. — Maximum of 63 AIS per Zone. — Maximum of 4 AIS per Control Site. — Maximum of 441 AIS per Cluster. — Maximum of 3528 AIS per System. The following audio is NOT recorded by the proposed system: Audio associated with talk groups NOT affiliated with an AIS in MCC7500 based IP systems. Should the radio system revert to "failsoft" mode, no audio will be recorded. November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 48 Statement Of Work City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted SECTION 6 PRICING SUMMARY Motorola's system solution and services are priced as follows: Total solution price per equipment and services outlined in this proposal. 6.1 OPTION 1- BASE OFFERING (SHARED MODEL WITH WILLIAMSON COUNTY) 6.2 Description .. System Total $248,572.00 HGAC Contract Discount ($29,648.00) Grand Total $218,879.00 NICE NRX Analog / Digital Logger (911 Equipment) $134,747.00 NICE QA Software and Services $84,132.00 Pricing only valid if purchased as package Project price breakdown: Equipment $118,590.00 Services $100,28 OPTION 2- ROUND ROCK SOLE OWNERSHIP (NON SHARED) Description System Total $408,943.00 HGAC Contract Discount ($74,572.00) Grand Total $334,371.00 NICE NRX Analog / Digital Logger (911 Equipment) $134,747.00 NICE QA Software and Services $84,132.00 Radio IP Logger $115,492.00 Pricing only valid if purchased as package Project price breakdown: Equipment $212,000.00 Services $122,371.00, City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Pricing Summary 6-1 Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement Motorola Contract No. - 1 - System Purchase Agreement 9.8.2011 Radio Communication/Entereencv Response & Mobile Interonerability Equipment Pape 1 of S A CONTRACT BETWEEN HOUSTON-GALVES1'ON AREA COUNCIL I louston, Texas AND \IOTOROI,A SOLUTIONS, INC. Fanners Branch, Texas This Contract is made and entered into by the Houston -Galveston Area Council of Governments, hereinafter referred to as H -GAC, having its principal place of business at 3555 Timmons Lane, Suite 120, liouston, Texas 77027, AND, Motorola Solutions, Inc. hereinafter referred to as the CONTRACTOR, having its principal place of business at Park West C-2, 1507 LBJ Freeway, Farmers Branch, Texas 75234. - ARTICLE 1: SCOPE OF SERVICES The parties have entered into a Radio C'ommunieation/Emergency Response & Mobile Interoperability Equipment Contract to become effective as of May 1, 2015, and to continue through April 30, 2018 (the "Contract"), subject to extension upon mutual agreement orthe CONTRACTOR and I1 -GAC. H -CAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred In its END USER, for the purchase of Radio Communication/Emergency Response & Mobile Interoperability Equipment offered by the C:ONrRAC.TOR. The CONTRAC'T'OR agrees to sell Radio Communication/Fniergcncy Response & Mobile Interoperability Equipment through the H -GAC Contract to END USERS, ARTICLE 2: THE COMPLETE AGREEA4ENT The Contract shall.consist of the documents identified below in order of precedence: 1. The text of this Contract form, including but not limited to, Attachment A 2 General Terms and Conditions 3, Proposal Specifications No: RA05-15, includingany relevant suffixes 4. CONTRACTOR's Response to Proposal No: RA05-15, including but not limited to, prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a pan of this Contract, and shall constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the panics relating to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent ofboth parties. ARTICLE 3; LEGAL AUTIIORITY CONTRACTOR and H -GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies, where applicable,, have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS 'Pilo parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuances, ordinances, and laws in etlect or promulgated during the terni of this Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of II -CAC: or CONTRACTOR. No provision of this Contract or act of H -GAC in pertbrmance of this Contract shall be construed as making CONTRACI'OR the agent, servant or employee of [I -GAC, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACI'OR is solely responsible for employee p+yrolls and claims arising therefrom ARTICLE G: END USER AGREEMENTS If -GAC acknowledges that the END USER may choose to enter into an 1=nd User Agreement with the CONTRACTOR through this Contract and that the term of said Agreement may exceed the term of the N -GAC Contract. however this acknowledgement is not to be construed as I I-GAC's endorsement or approval ofthe Fnd User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to of accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H -GAC contract. Further, termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into between CONTRACTOR and any END I ISE,11 which shall, in each instance, continue pursuantto their stated terns and duration.'fhe only cllcct of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End Uscr Agreements tiithEND USERS pursuant to this Contract. Applicable 11 -GAC order processing charges \will be due and payable to H -GAC on any End User H, XCONIRACrslRadin CommunicatiorrlF.mergcncy Response & Mobile Inicrorvrabiiity F.quipmentWotirrolu Solutions. Inc \RAOS-15 19 Radio Communication/Emergency Response & Mobile Interoperability Equipment Pape 2 of 5 Agreements surviving termination of this Contract between 11 -GAC and CONTRACTOR. ARTICLE 7: SUBCONTRACTS & ASSIGNMENTS CONTRACTOR agrees not subcontract, assign, transfer, convey; sublet or otherwise dispose of this Contractor any right, title, obligation or interest it may have therein to any third party %without prior written notice to 11 -CAC. 11 -GAC reserves the right to acceptor reject any such change CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment H -GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE 8: EXAMINATION AND RETEN'T'ION Off CONTRACT'OR'S RECORDS CONTRACTOR shall maintain during the course of its work, complete and accurate records of items that are chargeable to END USER under this Contract. H -GAC, through its staff or its designated public accounting firm, the State ofTexas, or the United States Govemment shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide access to Tecordsmay lie cause for termination ofthis Conti -act CONTRACTOR shal I maintain at I record s pertinent to this Contract for a period ofnot less than five (5) calendar years fioin the date ofacceptance of the final contract closeout and until any outstanding litigation, auditor claim has been resolved. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. CONTRACTOR further agrees to include in all subcontracts under this Contract, a provision to the effect that the subcontractor agrees that H-GAC'S duly authorized representatives. shall, until the expiration of rive (5) calendar years after final payment under the subcontractor until all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent books, documents, papers, invoices and records of'such subcontractor involving any transaction relating to the subcontract. To the extent allowed by law, nothing conlained herein shall authorize H -GAC and/or END USER.to audit confidential information regarding product cost. ARTICI.F. 9: REPORTING RF.QI1IRFMF:N I'S CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the Proposal Specifications. If CONTRACTOR fails to submit to 11 -CAC in a timely and satisfactory maturer any such report or documentation, or otherwise tails to satisfactorily render performance hereunder, such failure may be considered cause for termination of this Contract. ARTICLE 10: MOSTFAVORED CUSTOWER CLAUSE I f CONTRACi'OR at any time during a contract period, routinely enters into agreements with other governmental customers within the State ofTexas, and offers the same or substantially the same products offered to H -CAC on a basis that provides prices more favorable than those provided to II -GAC, CONTR.AC.TOR shall within ten (10) business days thereafter notify H -GAC ofthat offering. The contract with H -GAC shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract, wherein CONTRACTOR shall provide the same quantity discount to iI-GACand its Fnd Users for equal or larger orders purchased the sante quantity and Linder the same circumstanecs. t1 -GAC shall have the right and option at any time to deel ine to accept any such change, in which Case the amendment shall be deemed null and void. If CONTRACTOR believes any apparently more favorable price charged and/or offered a customer during the term of this agreement is not in fact most favored treatment, CONTRACTOR shall within ten (10) business days notify II -GAC in writing, setting forth the detailed reasons CONTRACTOR believes aforesaid otter which has been deemed to be a most favored treatment, is not in fact most favored treatment. H -GAC, after due consideration of such written explanation, may decline to accept such explanation and thereupon the contract between H -GAC and CONTRACTOR shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices to H -GAC, The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Contractor has in the State of Texas The term pre-exrsNng contracts" shall refer to contracts in existence as of the original effective date of the HGAC contract, The Parties agree that the above MFC provision shall not apply to the sale of large communications systems (one million dollars ($1,000,000.00) and above). The term "Co»rntrrnicatiw►s Syste,ti"shall refer to a project that includes the sate of infrastructure hardware and/or software, user devices, and Motorola engineering and installation service. The contract for a "Communication System' will ahvarys have a Statement of Work and an Acceptance Test Plan. The Parties accept the following definition of routine, A prescrihecl,, detailed coarse ofactinn is hefollouvedregularlrs a standard procedure. ARTICLE 11: SEVERABILITY All parties agree that should any provision of this Contract be determined to be inval id or unenforceable, such determination shall not affect any other term of this Contract, which shall continue in full tierce and effect 11 '(ONTRAC"I'Mi,hilt„intert"rAilitytiquipmentWohxola Sylutians. Inc_1RAV-15.19 Radio Communication/Emergeoev Response & Mobile Interoverability Equipment Page 3 of 5 ARTICLE 12: DISPUTES Any and all disputes concerning questions of tact or ol'law arising under this Contract, which are not disposed of by agreement, shall be decided by tile Executive Director of H -GAC: or his designee, who shall reduce his decision to writing and provide notice thereof to CONTRACTOR. The decision ofthe Gxectative Director or his designee shall be final and conclusive.unless, within thirty (30) days from the date of receipt of such notice, CONTRACTOR requests a rehearing from the Executive Director of H -CMAC. In connection with any rehearing under this Article, CONTRACTOR shall he afforded an opportunity to he heard and offer evidence in support of its position. The decision of the Executive Director atter any such rehearing shall he final and conclusive. CONTRACTOR may, if it elects to do so, appeal lite final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H -CAC's final decision. ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER, CONTRACTOR's total liability under this Contract, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnity H -GAC described in Article 14, is limited to the price ofthe particular productt/services sold hercunder,and CONTRACTOR agrees either to refund the purchase price or to repair or replace prodtict(s) that are not as +warranted. In no event will CONTRACTOR be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. CONTRACTOR understands and -agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by 11 -CA(;, its independent auditors, or any agency of Saute or Federal government to [lave been paid in violation ol'the terms orlhis Contract. ARTiC:I,E 14: LiMiT OF I1-GAC'S LIABILITY AND INDEMNIFICATiON OF H -GAC H-GAC's liability under this Contract, whether for breach ofcontract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. in no event will 1111 -GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law. to defend and hold harmless 11 -GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a result of CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify II -GAC of the threat of lawsuit or of any actual suit filed against CONTRACTOR relating to this Contract. ARTICLE 15: TTSRMINATiON FOR CAUSE H -GAC [nay terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions ofthe Contract; provided that 1i -GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty (30) days after receipt of such notice, CONTRACTOR shall not Itave either corrected such failure, or thereafter proceeded diligently to complete such correction, then II -GAC may, at its option, place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H -GAC any order processing charges due from CONTRACTOR oil that portion of the Contract actually performed by CONT'RACT'OR and for which compensation was received by CON'T'RACTOR. ARTICC.E 16: 'TERMINATION FOR CONVENIENCE: Either H -GAC or CONTRACTOR may cancel oi-terminate this Contract at anytime by giving thirty (30) days written notice to the other. CONTRACTOR maybe entitled to payment from END IISER for services actually performed; to the extent said services are satisfactory to END USER. CONTRACTOR shall pay to H -GAC any order processing charges due from CONTRACTOR on that portion ofthe Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANG"TIONS CONTRACTOR agrees that it will perform under this Contract in conformance +vith safeguards against fraud and abuse as set forth by H -GAC, the State of Texas, and the acts and regulations of any funding entity. CONTRA(70111 agrees to notify H -GAC; of any suspected fraud, abuse or other criminal activity related to this Contract through til ing of a written report promptly after it becomes a++areofsuch activity. ARTICLE: 18: GOVERNING I,AW & VENUF. This Contract shall be governed by the law, the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Contract shall tic exclusively in Harl is County, Texas. Disputes between END USER and CONT'RACT'OR are tube resolved in accord with the faw and venue rules ofthe state of purchase. CONTRAC"TOR shall immediately notify H -GAC of such disputes. ARTICLE 19: PROCEDURAL STEPS ENUMERATED FOR SALES (T'O END USERS I. All Cooperative Purchasing business wil I be pt ocessed in accordance with I I-GAC's policies and procedures, at contracted prices, and shall include approved orderprocessing charges. 2 END USER will access the Cooperative Purchasing Program through the H -GAC website and /or by submission of any duly IHC;oN7RACI'SMadin Communicution/iimergency Response, R: Mobile tnteroperubitity F.quipmentWolocola Solutions, lne.IRA05-15 19 Radio Communieation/Eme.rgenev Response & Mobile lateroperability Equipment Paec d of S executed purchase order to a contractor having a valid conte ct with H -GAC and in a format acceptable to H -GAC:. 3. END i1SER will submit order(s) electronically through CONTRACTOR'S on-line ordering processor issue Purchase Orders) directly to CONTRACTOR at contract prices, and also submit a copy to H -GAC:. 4. The Il -GAC CONTRACTOR will deliver products/servicesas specified by the contract between CONTRACTORand H -GAC, and invoice each END USER for (1) products/services purchased and (2) H-GAC'S applicable order processing charge. 5. Upon delivery, acceptance, and receipt of an [I -GAC CONTRACTOR's,documented invoice, END USER shall pay the H - GAC CONTRACTOR the till amount of the invoice. G. For orders of less than $100,000, CONTRACTOR will promptly pay to H -GAC any order processing charges due, and in Any case, not later than sixty (00) calendar days alley land User order is processed, Payments will be processed to H-GACon a monthly basis. For orders of 5100,000 or more, CONTRACTOR will promptly pay to H -GAC any order processing charges due, and in any case not later than forty-five (A 5) calendar days after receipt of End User payment by Motorola. 7. Failure to promptly remit I I-GAC's order processing charges may result in sanctions including, but not limited to, contract termination 8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER, according to the requirements of the specifications, this Contract, and purchase order issued to CONTRAC'1'011 by an FIND USER. All required equipment tests shall be borne by CONTRACTOR. 9. CONTRACTOR shall promptly provide H -GAC and END USER with all information pertaining to delivery schedules. CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification for any speci fic purchase order when requested. 10. All prices are F.O.B. END USER'S location with all transportation charges prepaid and included in any invoice. 11. All pricing shall be based on the current contract unless the H -GAC CONTRACTOR prior to receipt of END USER's purchase order for delivery of any products/seryices has received H -GAO's prior written approval for any price increases, 12. The 1 -1 -GAC CONTRACTOR agrees to accept the terms of this agreement and to conduct all transactions based on pricing and other terms of the contract including, but not limited to, the applicable H -GAC order process ing charge. The CON7'RACI'OR agrees to encourage END USERS to execute authorizing Interlocal contracts with H -GAC. ARTICLE 20: LIQUIDATED DAHAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed. ARTICLE 21: PERFORMANCE BONDS FOR INDIVIDUAL ORDERS Exeept as described below for fire apparatus, CONTRACTOR agrees to provide a Performance Bond at the request of END BSER within ten (10) days of receipt of END USLR's purchase order. .It shall be standard procedure for every order received for lire apparatus that a Performance Bond in the amount oftlie order be provided to (he. END USER. Failure of CONTRACTOR to provide such performance bond within ten (10) days of receipt of END USER's order may constitute a total breach of contract and shall be cause for cancellation of the order at END USER's sole discretion. END USER may choose to delete the requirement fora Performance Bond at END USER's sole discretion. If the bond requirement is Halved, END USER shall he entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond. ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify 11 -CAC, in writing, ofANY change in ownership, control,dealership/franchiscestants, Motor Vehicle license status, or name, and shall also advise whether or not this Contract shall be affected in any wily by such change. H -GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be %arranted, up to and including cancellation of Contract. ARTICLE 23: LICENSING REQUIRED BY TEXAS MOTOR VEHICLE BOARD 11FAPP1JCA8/,F/ CONTRACTOR will for the duration ofthis Contract maintain current licenses that are required by the Texas Motor Vehicle Commission Code. Ifat any time during this Contract period, any CONTRACTOR'S license is not renewed, oris denied or revoked, CONTRACTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to 1 -1 -GAC upon request. 11 \CONTRACl;Ctltadw CommunieutiyNlimcrgency Response Re Mu(nle Inlerpperabilily FtImpmeniWo:orola Solutions; InctRAQ5-IS;Iy Rndlo Coromuai_catigp/EMP=O -ICY ii snort9e-4_ Mob 1Le Infst onernlalllty >;att nmeltt Pie S of 4 W WITNESS WIMREOF, tho parties have cm,scd this Contract io be executed by their duly authorized reprcaentatives, Signed Ibr Houston -Galveston Arta Co■nell, Housmn, Taxu: , Executive Director Attest for Uousua-Catvuton An* CaedrA Houston, Texts: or Slgncd for Motorolt 901e110nr, Ise. Farmers $ranch, Team Prinkd Nfwng do Title:dwt.r F .*1 msss 1 Vim, Dxta• Lf Anast for Motorola Solallons, Inc. Parmeit Branch, Tmau: PrinlodNemo & Title: 1-kwo vo( a erCae MS55J: V. P - Data: 3 ° so I S I I:ICON[RACTStrt<dio CemmwriatkiWrieNrVwy Regr aut A Mchlts interopembility F�ugwlrtnllMotprolt $olptbna, roc.tRAOS• 15.19 Attachment A Motorola Solutions, inc. Radio Communicalion/Emergency Response & Mobile Interoperability Equipment Contract No.: RA05-15 Product Category Description Base Offered Price OA, Oft, OC Per rhe RFP Motorola has included an F_lectronies Catalogue (F,C.4 T (Ask) on a CD nrerlia in lieu of Acting erreh individual product and its options. Ar addition, a discount APC sheet is adrrched in the pricing section and used to calculate all individual prices n•ithftt the SCAT dish. See APC Discounts per li(:A'I' lhook Iricce I:I cLiv ?/14/20I S OD Molurola Integration Services LMit Motorola offers veidc range of services including integration, installation and Training. The cost of (hese seryices is regional in nature. Samples below arc listed for relbrence only. OI) Project Management Daily Rate' $ I,R18.00 OD System Technologist Dath Rate` $ 2117300. OD Stattdard Shop Installation Houriv Rate* $ 150.00 OD Standard Shop installation: Dailv Rate* $ 1,200.00 OD Mobile Rmdio Installation' $180-SS00 OD Radio Pitwamming, $55-5125 Of) Data In;13llaU0r.* $130-S428 *Prices rrtav van- by Region and Staled Scone. Travel Not included OD Motorola Integration Services Advanced Services Motorola offers wide range ofservices including integration, installation and Training The cost of these services is regional in nature Samples below are listed for reference only. OD N(;9 -I-1 ConsoltineServices-Daily Rate $I.t,94 OD Security Project/Program Mana emeni-Daily Rate' $1.694 OD Wireless Security Technician-Dai1v Rate' $1.580 OD Securitv Penetration Tester (Wired Network) -Daily hate* $1.580 OD SeculrivTrriner-Dai! Rate" $1328 OI) Application Securitv Code Reviewer -Daily Rate" $2.033 OD IT Incident Response and li-Discover• Assitanee-Daily Rate* $1.694 OD IT Disaster Recovery Planner -Dally Ratc* $1.530 OD iT Disaster Recovery Plan Teeter -Daily Rate* $1.580 OD Buisness Continuih,/Continuity ofGovcnunent Planner -Daily Rate* $1,580 OD Buisness ContinudyiContinudy of Government Plan Te,ter-Daily Rate' $1,580 OD Mobile Ao Itcation Services Project Management -Doily Rate* SSG; OD Mobile Application Services Solution tVchitech-Daily Rate' $2.033 OD Mobile Application Services Application and Solution Design -Daily Rate* $2.033 OU Mobile Application Services Application and Solution implementation -Daily Rate* $2.033 OD Application Integration and Customization Services Project Management -Daily Rate* $1.694 OD Application Integration and Custom iration Services Solution Architech-Daily Rate* $2.033 Oi) Application integration and Custonpis.ition Services Application and Solution Desiogn-Daily Rate* $2.033 OD Application Integration and Customisation Services Application and Solution Implernenfation-Daily Rale* $1,694 OD Unified COntn]tlnicarions Services Proiect Management -Daily Rate' $1.694 OD l rnitied Communications Services Solution Architect -Dail • Rate* $2.033 OD Unified Communications Services Application and Solution Design -Daily Rate* $2.033 OD Unified Communications Services Application and Solution Implementation- Daily Rate* $1.694 Page I of OD Consulting Serv;ces Project Mana^.ernent-Daily Rate' $1,694 OD ConsultinaScrvices Svstem Engincer-Daily Rate $1,694 OD Consulting Services Solution Arclutech-Daily Rate" $2,033 OD Consulting Scrvrccs Internet Protocol Network Accessnirnt-Daily Rale" $2,033 OD Consulting Servics IP Network Desien and Integration-Dail- Rale" $2.033 OD CunSttlring SctViccs II' Wrdc Arca Nctturrk Rackhaul Design and Itttcgra(inn- Daily Ratc" $2.033 OD Services Custoernr Network Interf<ce Design and lnlegratton-D .tiv Rate, Rate' � $_ 033 APC DISCOUNTS '1• 001 Portable Radiophone (Portables) 20% 020 7n, gwpment List 039 UAD Equipment 5% 068 CAD Equipment 10% 232 CAD Equipment5% 297 CAD Equipment5% 330 CAD Equipment5% 333 CAD Equipmenttoga 548 CAD Equipment 10% 702 CAD Equipment List 850 CAD Equipment List 879 CAD Equipment List 981 CAD Equipment List 040 Data Applications 15% 041 Data Applications 10% 041 Data Applications 10% 153 Data Applications 15% 343 Data Applications 10% 670 Data Applications List 766 Data Applications List 177 Data Subscriber Devices 15% 185 Data Subscriber Devices List 736 Data Subscriber Devices 22% 855 Data bubscriber Devices 10% 006 Dispatch bervice 5% 768 L)Ispatch Service List 118 Dispatch bolutions 10% 124 Dispatch Solutions 15% 129 Dispatch Solutions 20% 147 Dispatch Solutions 10% 185 L)ispatch Solutions List 202 Dispatch bolutions 15% 207 Dispatch Solutions 10% 226 oispatch Solutions 15% 228Dispatch-Solutions 30% 229 Dispatch Solutions 13.50% 261 Dispatch Solutions 5% 322 Dispatch bolutions 15% 404 Dispatch Solutions 20% 415 Dispatch Solutions 10% 443 L)ispatch Solutions 20% 454 Dispatch Solutions 15% 520 Dispatch Solutions 10% 524 Dispatch Solutions 10% 660 Dispatch Solutions 10% 706 Dispatch Solutions 20% 708 IDispatch Solutions 17% 729 IDispatch Solutions 17% Page 2 of 6 740 Dispatch Solutions 15% 892 Dispatch Solutions 10% 214 Fixed Data Prociucts 10% 275 Fixed Data Products 10% 342 Fixed Data Products 10% 382 Fixed Data Products 10% 403 Fixed Data roducts 15% 455 Fixed Data Products 15% 469 Fixed Data Products 10% 499 Fixed Data Products 10% 708 Fixed Data Products 17% 222 Fixed NetworkEquipment 15% 329 Fixed NetworkEquipment 10% 381 Fixed NetworkEquipment 15% 207 Fixed Station Accessories 10% 273 Fixed Station Accessories 10% 277 Fixed Station Accessories 20% 457 Fixed Station Accessories 20% 515 Fixed Station Accessories 20% 524 Fixed Station Accessories 150/0 525 Fixed Station Accessories 15% 856 Fixed Station Accessories 10% 207 Fixed Station Antenna Systerns 10% -Fixed 005 Stations 20% 112 Fixed 5tations 18% 225 Fixecl Stations 10% 281 Fixed Stations 18.50% 301 Fixed Stations 20% 360 Fixed Stations 21.50% 377 Fixed Stations 17% 417 Fixed Stations 10% 424 Fixed Stations 15% 425 Fixed Stations 15% 448 Fixed Stations 20% 474 Fixed Stations 23% 509 Fixed Stations 21.50% 512 Fixed stations 23% 537 Fixed Stations 21.50% 590 Fixed Stations 21.50% 595 Fixed Stations 18% 643 Fixed Stations 15% 675 Fixed Stations 20% 680 ixed stations 21.50% 744 Fixed Stations 20% 811 Plxed Stations 5% 881 Fixed Stations 15% 015 Fixed Wireless broadband 20% 075 Fixed Wireless Broadband List 224 Fixed Wireless Broadband 15% 800 Fixed Wireless E3roadband List 832 Fixed Wireless broadband 10% 882 Fixed Wireless broadband 15% 904 Fixed Wireless Broadband 15% 906 Fixed VVIreless Broadband 15% 910 Fixed Wireless Broadband 15% 947 Fixed Wireless Broadband 15% 901 Lifecvcle Services list 902 Lifecycle Services List 903 Lifecycle Services List Page 3 of6 904 Lifecycle Services List 905 Lifecycle Services List 051 LTE 10% 052 LTE 10% 053 LIL 10% 054 LIE 10% 055 LiE 10% 056 L I E 10% 057 L I E 1041C 058 LIE 5% 059 ILIE 10% 061 LlE 10% 063 LIE 10% 065 LIF 10% L I E 10% 375 LIE List 708 LTE 17% 984 LTE List List JL I E List 823 Maintenance List 983 Maintenance List 554 Mobile Accessories 15% 644 Mobile Accessories 15% 879 Mobile Applications Sorrware 10% 038 Moblie btations 10% 103 Mobile Stations 26.50% 109 Mobile Stations 26.50% 159 Mobile Stations 20% 189 Mobile Stations 15% 276 Mobile Stations 25% 287 o i e Stations 10% 374 Mobile Stations 15% 426 Mobile Stations 25% 471 Mobile Stations 25% 484 Mobile Stations 10% 500 Mobile Stations 25% 514 Mobile Stations 25% 518 Mobile stations 25% 527 Mobile Stations 25% 571 Mobile Stations 15% 585 Mobile Stations 25% 652 Moblle Stations 25% 655 Mobile tations 25% 656 Mobile talions 25% 761 Mobile Stations 251/6 775 Mobile Stations 16.50% 776 Mobile Stations 20% 792 Mobile stations 20% 869 Mobile Stations 20% 922 Mobile 9tations 20% 422 MOIQTRBU 10% 475 10% 516 MOFOIRBU 10% 557 Id1OTOTRBO 10% 563 MOTOTRBO 10% 777 MOTOTRBO 10% 131 Network Products 10% 147 Network Products 10% Paee 4 46 207 Network Products 10% 232 Network Products 10% 708 Network Products 17% 136 Pagers/Receiver 15% 169 Pagers/Receiver 20% 452 Pagers/Receiver 15% 361 aging ec evers 15.00% 839 PaginglRecievers 15%, 940 PagingiRlecievers 15% 941 Flaging ecrevers 15% 004 Portable Radiophone (Portables) 20% 008 Portable Radiophone (Portables) 201/o Portable Hadicip9one (Portables) List t Portable Radiophone (Portables) List Portable Radiophone ( ortab es) List 037 Portable Radiophone (Portables) 10% 087 Portable Radiophone (Portables) 10% 158 Portable Radiophone (Portables) 20% 185 Portable Radiophone (Portables) List 187 Portable Radiophone (Portables) 15% 205 Portable Radiophone (Portables) 25% 271 Portable Radiophone (Portables) 25% 291 Portable Radiophone (Portables) . 25% 320 Porlable Radiophone (Portables) 25% 332 Portable Radiophone (Portables) 201/o 362 Portable Radiophone (Portables) 200/, 372 Portable Radiophone (Portables) 20% 402 Portable Radiophone (Portables) 20% 407 Portable Radiophone (Portables) 25% 414 Portable Radiophone (Portables) 20% 426 Portable Radiophone (Portables) 25% 430 Portable Radiophone (Portables) 20% 442 Portable Radiophone (Portables) 20% 453 Porlable Radiophone (Portables) 20% 456 Portable Radiophone (Portables) 20% 458 Portable Radiophone (Portables) 20% Portable Radiophone (Portables) 25% 476 Portable Radiophone (Portables) 20% 481 Portable Radiophone ( ortao es) 25% 483 Portable Radiophone (Portables) 25% 505 Portable Radiophone (Portables) 20% 527 Portable Radiophone (Portables) 25% 536 Portable Radiophone (Portables) 25% 562 Portable Raotopnone ( ortab es) 25% Portable Radiophone (Portables) 10% 577 Portable Ramopnone (Portables) 20% 619 Portable Raaiophone (Portables) 15% 626 Portable Radiophone (Portables) 20% a- Portable Radiophone (Portables) List 655 Portable Radiophone (Portables) 25% 656 Porta6le Radiophone orta es 25% 672 Portable Radiophone (Portables) 33.50% 687 Portable Racilophone (Portables) 20% 721 Portable Raoiophone (Portables) 25% 726 Portable Radiophone (Portables) 25% 742 Portable Radiophone (Portables) 25% 749 IPortable Radiophone (Portables) 33.50% 755 IPorlable Radiophone (Portables) 25.00% 756 IPortable Radiophone (Portables) 25.00% Page 5 orh 785 Portable Radiophone (Portables) 250/c 795 Portable RadiophonF (Portables) 25% 798 Ponable Radiophone (Portables) 25% 837 Portable a ,op one (Portables) 25% 841 Portable Radiophone (Portables) 33.50% 883 Portable Radiopnone ona es) 15% 977 Ponawe Radiophone (Portables)) 10% 390 Professional Semces List 659Prolessiorial Services List 659 Professional services List 670 Professional Services List 842 Professional Services List 509 Receivers 21.50% 512 Receivers 2311io 743 Receivers 15% 608 Recoros management Software 10% 9 Kccurds Notlaaic List 137 Secure solutions 5% 201 secure solutions 10% 229 secure solutions 14% 462 SeCUre solutions 10% 524 Secure Solutions 15% 525 Secure Solutions 15% 519 Security List 519 Secunry List 561 servicelmaintenance List 769 ervicelt atntenance List 769 Service/maintenance List 772 Service/Maintenance List 929 ervice atntenance List 293 Service7maintenance List 195 Software pgra es r as port List 371 Software UpgradesiFlashport List 430 Software pgradesl as port 20% 262 1 est qupment 20% t3 a Test Equipmen, List 293 Traming-Professional Services List 039 IfUnking Products and Systems 5% 85 1 runking Products and Systems 15% 112 1 run rng Products and Systems 18% 115 1 runking Products and Systems 10% 277 1 runking Products and Systems 20% 280 1 runking Products and Systems 18.501/c 281 1 runking Products and Systems 18.50% 377 Trunking Products and Systems 17% 495 [ run ing Proclucts and Systems 15% 593 frunking Products and Systems 23% 708 Irunking ProdLJCtS and Systems 17% 877 1 runking FIrodUCtS and bystems 18.50% 002 Video SOILItions 10% 080 Video Solutions 10% 488 r eo o u ons 10% 964 Warranty List 606 Wireless Mobility 15% 832 Wireless Mobility 10% 907 Wireless Mobility 15% 908 Wireless Mobility 15% Page 6 of6 Exhibit E Service Terms and Conditions and Warranty and Maintenance Terms Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer') hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support and/or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1 "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for the additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to such Equipment; remove that Equipment from the Agreement; or increase the price to Service such Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Motorola Contract No. - 1 - System Purchase Agreement 9.8.2011 Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by such transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER Contact Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re- perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non- conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. Motorola Contract No. - 2 - System Purchase Agreement 9.8.2011 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. 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 OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. 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 such cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writing unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying Motorola Contract No. - 3 - System Purchase Agreement 9.8.201 I with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it shall be modified as necessary to conform to such law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in accordance with the laws of the State of Texas. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Motorola Contract No. - 4 - System Purchase Agreement 9.8.2011 SECTION 5 WARRANTY AND MAINTENANCE Motorola has over 75 years of experience supporting mission critical communications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals, backed by proven processes, tools, and continuous training. 5.1 THE MOTOROLA SERVICE DELIVERY TEAM 5.1.1 Account Services Manager Your Motorola Account Services Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Account Services Manager (ASM) is responsible to oversee the execution of the Warranty and Service Agreement and ensure that Motorola meets its response and restoration cycle time commitments. The ASM will supervise and manage the Motorola Authorized Servicer's functions. 5.1.2 Motorola System Technologists The Motorola System Technologists (ST) are available to assist Motorola's Authorized Servicers when needed for network health and operations. 5.1.3 Motorola System Support Center Located in Schaumburg, Illinois, the System Support Center (SSC) is a key component to the overall management and system maintenance. As detailed in this Customer Support Plan, the following services are provided by the System Support Center: • Network Monitoring. • Dispatch Service. • Infrastructure Repair with Advanced Replacement. • Technical Support. City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A ® Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Warranty and Maintenance 5-1 5.1.4 Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians. They provide rapid response, repair, restoration, installations, removals, programming, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. Motorola places great emphasis on ensuring that communications systems, such as the one proposed for 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. 5.2 WARRANTY SERVICES Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. In addition to the Standard Commercial Warranty, the service products that comprise the Custom Warranty package mirror those delivered to City of City of Round Rock and are listed below along with a brief description. 5.2.1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. 5.2.2 NICE Support Services On Motorola's behalf, NICE Systems, Inc. will provide customized support services during the warranty period on the proposed NICE Logging systems. Warranty support services will be enhanced to NICE's Gold Level of support, providing 24x7 Support services. These Gold Level support services are available for purchase post -warranty. This Gold Level bundle of NICE support services to be delivered is outlined in Table 5-1. Table 5-1: Gold Level November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 5-2 Warranty and Maintenance City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A Motorola Solutions Confidential Restricted 5.3 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. Post -warranty support has not been included with this offering but can be provided upon request. 5.4 SUMMARY Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your cornmunications network. Motorola's goal is to provide City of Round Rock with the qualified resources, to maintain and improve system operation and availability, and to deliver world-class service support. Warranty and Post -Warranty Service support services to be delivered are outlined in Table 5-2. Table 5-2: Warranty and Post -Warranty Service Overview City of Round Rock Logging Recorder Upgrade Project REF/Control No. TX -14118A © Motorola Solutions Confidential Restricted November 10, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Warranty and Maintenance 5-3