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HomeMy WebLinkAboutContract 40526 CITY SECRETARY CONTRACT NO, 02 SYSTEM PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into by and between Motorola Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller"), and the City of Fort Worth, a municipal corporation organized under the laws of the state of Texas ("Purchaser" or "City"). WITNESSETH: WHEREAS, the Purchaser desires to purchase a Communications System; and WHEREAS, Motorola desires to sell a Communications System to Purchaser; and WHEREAS, H-GAC, acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including the Purchaser) has solicited quotations 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 Radio Communications Equipment & Systems Agreement dated as of January 1, 2008 (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 34 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 Motorola's Statement of Work, System Description, Acceptance Test Plan, and Equipment List all dated April 21, 2010. Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement dated January 1, 2008. Exhibit E Motorola Enhanced System Support Statement of Work ("ESS Plan") 05-28- 10 P'"'2 :39 IN City of Fort worth-Motorola P25 IP Trunked Radio System Agreement i •.,f. A t4I. 6 L k System Purchase Agmt. Dt NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: Section 1 SCOPE OF WORK A. Motorola shall furnish all of the equipment 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 lines (including modem access and adequate interfacing networking capabilities) for the installation and operation of the equipment. (4) Provide adequate AC Power at 117 VAC + 10%, 60 Hz for the installation and operation 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 as contained in the Motorola proposal. 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 adjustments are necessary as a result of these new or replacement sites, such price 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 and the Motorola proposal are predicated upon normal soil conditions defined by E.I.A. standard RS-222 (latest revision). Should Motorola encounter subsurface, structural, 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 City of Fort Worth-Motorola r P25 IP Trunked Radio System Agreement System Purchase Agmt. 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 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 three hundred (300) days after the contract is signed by all parties. Upon execution of this Agreement, a Purchase Order, which shall operate as a Notice to Proceed, shall be issued by the Purchaser's Project Manager in accordance with Exhibit A, Section 8. A more detailed timeline shall be provided to Purchaser after the design review and customer kick- off meeting. B. Whenever Motorola 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, Motorola shall within thirty (30) days give Purchaser notice thereof and may request an extension of time to perform the work. An extension shall only be granted upon written agreement of both parties. If such extension will increase the cost of the Agreement, then the extension must be approved in accordance with City requirements. C. All equipment and materials necessary for this project shall be shipped directly to and received by Motorola or its designated subcontractor at Motorola's expense. No materials or equipment shall be shipped to or directly received by the Purchaser at any of its facilities or properties. 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, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. 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. City of Fort Worth-Motorola P25 IP Trunked Radio System Agreement ,- y t p�> System Purchase Agmt. 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 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 an amount not to exceed $1,649,850.04, which includes any H-GAC administration fees related to this Agreement. 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: 30% of the total contract price will be invoiced when purchaser executes this agreement; 40% of the total contract price will be invoiced upon delivery of shipment of equipment to Purchaser's facilities for installation pursuant to the agreed upon Performance Schedule which is developed by the City and Motorola during the Design Review; 15% of the total contract price will be invoiced upon completion of Acceptance Test Plan; and 15% of the total contract price will be invoiced immediately after system acceptance. C. During the Design Review, the City and Motorola will develop a Performance Schedule to correspond with the Payment Milestones set forth herein in this section. In the event of any substantial delay in providing sites, space, approvals, licenses, or any other obligations required preceding delivery of Motorola equipment pursuant to the Performance Schedule, Purchaser or Motorola shall initiate a Change Order to modify the Performance Schedule. The Change Order shall be mutually agreed upon and executed by both parties. It is agreed that Motorola will ship equipment as planned, in the manner specified in this Contract. Purchaser shall make payment in accordance with the Payment Milestones of this Agreement. 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 upon completion of the corresponding milestone. (ii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. E. Payment of H-GAC's administrative fee: --- --- OFFICIPA City of Fort Worth—Motorola P25 IP Trunked Radio System Agreement 4 System Purchase Agmt. 08. Motorola will pay H-GAC in accordance with the payment terms of Contract No. RA01- 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 last date executed by all parties and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. Post-Warranty services will be provided upon completion of the Warranty Period as set forth in this Agreement Service Terms and Conditions in Exhibit E along with the ESS Statement of Work. 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 whose qualifications are acceptable to the Purchaser 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 Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. However, no changes to this Agreement shall be finally approved unless agreed to in writing in accordance with the terms of this Agreement and signed by an authorized representative of each party. Section 8 NOTICE ADDRESSES A. Motorola, Inc. 6450 Sequence Drive San Diego, CA 92121 Attn.: Law Department B. City of Fort Worth IT Solutions Department 1000 Throckmorton Street Fort Worth, Texas 76102 With copy to the City Attorney 1000 Throckmorton Street Fort Worth, Texas 76102 C. Houston-Galveston Area Council 3555 Timmons Lane, Suite 120 ,�4 L RECORD Houston, Texas 77027 OFFICI �� CO'� RD� I Attn.: Public Services Manager '3 '11 SE(,•�,t7_TAR F City of Flirt Worth—Motorola P25 IP Trunked Radio System Agreement - 5- System Purchase Agmt. Section 9 ORDER OF PRECEDENCE In the event of any inconsistency between this Agreement and the Exhibits, the inconsistency shall be resolved in the following order: Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan and Equipment List. Exhibit E Motorola Enhanced System Support Statement of Work (`BSS Plan") Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement dated January 1, 2008. 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 may 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. If the parties agree to mediation, neither party may unreasonably withhold consent to the selection of a mediator, and Motorola and the Purchaser will share the cost of the mediation equally; however, each party shall be liable for its own expenses. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some agreed upon, 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 resolution proceedings, including mediation, shall be held in Tarrant County, Texas. Any dispute which cannot be resolved between the parties through negotiation or mediation within sixty (60) days 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. The use of any ADR procedures will not be considered under the doctrine of ]aches, 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 serous and irreparable injury to one of the parties or others. a City of Fort worth_Motorola P25 IP Trunked Radio System Agreement -6- System Purchase Agmt. 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 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 not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. Section 14 RIGHT TO AUDIT Motorola agrees that Purchaser shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of Motorola involving transactions relating to this contract. Purchaser may send a representative to a Motorola facility during normal business hours to conduct such limited review, or at Purchaser's request Motorola will provide copies of the specific documents to Purchaser's location for its review. Motorola books and records provided to Purchaser pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of Motorola, unless required by law. In no circumstances will Motorola be required to create or maintain documents not kept in the ordinary course of Motorola's business operations, nor will Motorola be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to Motorola. Motorola agrees that Purchaser shall have access during normal working hours to all necessary Motorola facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Purchaser shall give Motorola reasonable advance notice of intended audits. (a) Motorola further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that Purchaser shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subcontractor, subject to the provisions of the paragraph above, involving transactions to the subcontract, and further, that Purchaser shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. Purchaser shall give subcontractor reasonable advance notice of intended audits. Oily of Fort Worth—Motorola P25 IP Trunked Radio System Agreement A P 7- l System Purchase Agmt. iV' ii A, (b) Motorola and subcontractor agree to photocopy such documents as may be requested Purchaser. Purchaser agrees to reimburse Motorola and or subcontractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. [Signature Page to Follow] 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, IN CITY OF FORT WORTH I By: (Signature) y (Signature) Name: Edward Fuerst Name: Karen L. Montgomery (Print-Block Letters) Title: MSSI Vide President & Director of Sales Government & Commercial Markets—Americas Title: Assistant City Manager (Print-Block Letters) / Date: June 21, 2010 Date: CONTRACT AUTHORIZATION: APPROVED TO FORM AND LEGALITY: M&C: 0, Date Approved: Maleshia B. Farmer (per I,� h l o Assistant City Attorney ATTEST- p O�F0�r � p�v C 0, By: e� duo ,z� art Hendrix F-0 0 City Secretary o c 0 * 00000000,0 Ay a����XuoA�4O' City of Fort Worth Motorola - P25 IP Trunked Radio System Agreement -K- Systicryr�pt[a#s�;;q�mt. EXHIBIT A GENERAL PROVISIONS MOTOROLA,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 within the industry. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXES Purchaser is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. 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 of the above referenced taxes are 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 Title to the equipment shall pass to the Purchaser upon delivery to Purchaser's designated site following issuance of a Purchase Order by Purchaser's Project Manager. Risk of loss and damage to all equipment and materials shall be borne by the Seller until such delivery as set forth above. 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 ark--addendum -to .xhis._.; Agreement. P System Purchase Agmt Section 5 LIMITATION OF LIABILITY Except for personal injury or death, or damage to tangible property caused by Motorola, 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, 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 one four (4) 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 Motorola is wholly responsible for failure to make delivery or complete installation under the Agreement, the Purchaser may consider Motorola to be in default, unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions. B. The Purchaser shall give Motorola written notice of such default and Motorola shall have thirty(30) days to provide a plan of action to cure the default. If Motorola fails to cure the default, the Purchaser may terminate any unfulfilled portion of this Agreement or complete the system through a third party. In the event the Purchaser completes the system through a third party, Motorola shall be responsible for an amount in excess of the Agreement price, not to exceed the value of the terminated portion, incurred by the Purchaser in completing the system to a capability not exceeding that specified in the Agreement. System Purchase Agmt Section 8 NOTICE TO PROCEED Purchaser shall issue a Purchase Order, which shall operate as the Notice to Proceed to Motorola, prior to Motorola delivering any equipment or materials to the designated Purchaser Site. Purchaser shall not be liable for any work performed by Motorola prior to such Purchase Order being issued. 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 and/or H-GAC harmless from all liabilities,judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the Purchaser and/or H-GAC 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 intentional conduct 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 OR CONSEQUENTIAL DAMAGES. Section 11 EQUIPMENT COMPATIBILITY; PRODUCT SUPPORT Motorola agrees that the equipment, will perform in accordance with the specifications and representations stated in Motorola's Proposal and Equipment List included in this Agreement. This Agreement does not extend to the performance of the equipment as a part of a larger system generally nor specifically to equipment in combination with products, elements or components not supplied by Motorola. Motorola will use commercially reasonable efforts to provide replacement parts for Motorola manufactured subscriber equipment for five (5) years and for Motorola manufactured fixed infrastructure equipment for seven (7) years, both from the date of last manufacture. Motorola reserves the right to supply either assemblies or piece parts. System Purchase Agmt Section 12 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 shipment of the equipment. Purchaser must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit 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 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. 4 System Purchase Agin( b) Defects or damage occurring from misuse, accident, water or neglect, unless such defect or damage was caused by Motorola's workmanship or performance. C) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this Communications System Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. 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 5 System Purchase Agml PURPOSE. EXCEPT FOR DAMAGES FOR PERSONAL INJURY, INCLUDING DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY MOTOROLA, IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 13 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 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 14 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, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply. 6 System Purchase Agmt Section 15 PATENT INDEMNIFICATION Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright ("Infringement Claim"), and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 16 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 17 WAIVER Failure or delay on the part of Motorola or Purchaser to exercise right or power hereunder shall not operate as a waiver thereof. Section 18 GOVERNING LAW/VENUE 7- System Purchase Agmt This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any action brought pursuant to this Agreement shall be in Tarrant County, Texas. Section 19 ASSIGNABILITY The Agreement may not be assigned by either party hereto without the prior written consent of the other party; however, Motorola may assign this order to one of its Subsidiaries as in the normal course of business. In the event Motorola assigns the right to receive payment to one of its affiliates, then Customer shall be authorized to request a sworn affidavit from the affiliate verifying its right to receive payment from Motorola prior to making such payment. 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. Such assignment will not relieve Motorola of its duties or obligations under this Agreement to the City. 8 System Purchase Agmt Exhibit B Software License Agreement This Exhibit B, Software License Agreement ("Agreement") is between Motorola, Inc., ("Motorola"), and ( 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 terms and conditions of the it 1-ti' System Purchase Agmt 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. 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 commercially 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 "time sharing," "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 System Purchase Agmt . (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 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 terms 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 System Purchase Agm[ 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. 4 System Purchase Agmt 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 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). 5 System Purchase Agmt 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, and that the provisions in the Primary Agreement concerning Confidential Information apply. 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 -6- System Purchase Agmt 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 consent of Licensee. However, in the event Motorola assigns the right to receive payment to one of its affiliates, then Licensee shall be authorized to request a sworn affidavit from the affiliate verifying its right to receive payment from Motorola prior to making such payment. 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. Such assignment will not relieve Motorola or its duties or obligations under this Agreement to the City. Such assignment will not relieve Motorola of its duties or obligations under this Agreement to the City. 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, 6.3, 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. -7- Systern Purchase Agmf 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. R System Purchase Agmt Exhibit C Technical and Implementation Documents Motorola's Statement of Work, System Description, Acceptance Test Plan and Equipment List 9 System Purchase Agmt Section 1 . System Description 1 .1 Technology and System Architecture Proposed The City of Fort Worth currently utilizes two analog SMARTNET systems to provide radio communications throughout the city and outlying areas. The City of Fort Worth has requested a proposal for an ASTRO 25 digital system to provide digital coverage within the City of Fort Worth, and to allow for future growth to the system. This will allow the city to add sites to this system in as the City boundaries expand into places like the Walch Ranch and elsewhere. Further it provides the City interoperability with the surrounding City of Dallas and North Central Texas COG systems and as a beginning point for migration to an APCO Project 25 compliant trunked radio communications system. Motorola proposes an ASTRO 25 solution to meet the City of Fort Worth's goals. Our proposed solution is an IP-based digital trunked radio system that is capable of advanced trunking features and expandability. Our design is for a robust radio communications system and we are confident our design meets the City of Fort Worth's current goals. This solution leverages the City of Fort Worth's existing investment in sites, infrastructure, and subscribers while providing interoperability with other agencies, and a provides vehicle for a future migration and growth of the City's radio system. The system design consists of an ASTRO 25 Master Site, an 800 MHz ASTRO 25 Site Repeater Subsystem and a 700 MHz ASTRO 25 Site Repeater Subsystem at Burnett Plaza, Console system, and a single ISSI interface for the proposed City of Fort Worth ASTRO 25 system to interface to the City of Dallas ASTRO 25 system. Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-1 Utilization of Existing Sites The proposed system utilizes the City's existing assets, as outlined in Table 1-1. Table 1-1: Reuse of Existing City of Fort Worth Sites in New System Existing Site Name —1 Site Type Eagle Mountain Communication Tower Site ASTRID 25 Master Site(Currently an RF Site on the analog Simulcast System and will continue in that role. Will also be the location of the Master Site for the ASTRO 25 system) Burnett Plaza Building Site RF Site(Currently used as SMARTNET Prime and Remote Simulcast Site and also is the location of the SMARTNET Single Site system. It will continue in its current role, as well as serving as an RF Site for the ASTRID 25 System). The RF Site for the ASTRID 25 will have two ESS Repeater Sub-Systems one in the 800 MHz sub-system and one 700 MHz sub-system Bolt Street Dispatch Site Dispatch for the ASTRID 25 System (Continues use as Dispatch Site for the existing SMARTNET systems) Alternate Dispatch Center Remains in its current role of dispatch on the existing SMARTNET systems and has two added resources for interfacing with the ASTRID 25 system at an RF control station level. 1 .1 .1 The System Solution for the City of Fort Worth, Texas The major components of the ASTRO 25 system as designed include: ♦ A Project 25 Master Site located at the Eagle Mountain Water Treatment Communications Tower Site. ♦ A RF-based 800 MHz ASTRO Site Repeater system located at the Burnett Plaza Building Site. ♦ A RF-based 700 MHz ASTRO Site Repeater system located at the Burnett Plaza Building Site. Modifications to the Console System at the Bolt Street Dispatch Center to allow direct interface to resources on the ASTRO 25 system. These modifications will allow this site to continue to dispatch on the two existing SMARTNET Systems. Minor additions to the console system at the Alternate Dispatch location. This additional equipment will allow the console operators at this location to access resources on the ASTRO 25 system through two control stations that will be located at this site. ISSI Interface for the proposed City of Fort Worth ASTRO 25 system to connect to the existing City of Dallas network. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-2 1 .1 .2 A Brief Summary of the System Solution for the City of Fort Worth, Texas The City of Fort Worth currently has two console systems interconnect to their two existing SMARTNET Systems. This is done via two Ambassador Electronics Bank (AEB) systems. One AEB is located at the Bolt Street dispatch center and a second AEB is located at the Alternate dispatch location. The proposed system includes a new two card cage AEB and main and redundant Motorola Gold Elite Gateways (MGEGs). These will be located at the Eagle Mountain Site along with the Master Site Equipment. This AEB will be equipped to handle the existing six Central Electronic Banks(CEBs) and the future single CEB for TCCCD that are currently or are scheduled to be interconnected to the AEB at Bolt Street. As part of the implementation process, some of the Ambassador Cards (AMB) currently located in the Bolt Street AEB will be removed and reused at the Eagle Mountain Site. Once the CEB interconnections have been established and cut- over to the Eagle Mountain Site, the AEB at Bolt Street will be decommissioned. Our proposed console design allows Gold Elite Console Operators located at Bolt Street to control existing resources on the two existing SMARTNET systems, and control additional resources on the ASTRO 25 system. The ASTRO 25 interface will be accomplished via the new Gold Elite ASTRO 25 interface(AEB/MGEG system) located at Eagle Mountain. The connections from the AEB to the CEBs at the Alternate Dispatch Site for the two existing SMARTNET systems will not change. Two ASTRO 25 XTL 5000 Desktop units(in a rack-mount configuration) and two Base Station Interface Modules (BIMs) will be added to this site. The console operators at this location will be able to dispatch on the SMARTNET system as they do today. They will also be able to dispatch selected and preprogrammed talkgroups on the ASTRO 25 system via the two XTL 5000 consolettes. The proposed system will utilize the existing Eagle Mountain Site to house the master site equipment. The remote 800 MHz and 700 MHz RF Site Repeaters equipment will be located at the existing Burnett Plaza Site. New antenna systems are included for the remote RF site. The antenna system for this site will use SC412-HF2LDF series antennas. These antennas are Collinear omni-directional, 11.5 dBd gain, HD, 746-869 MHz antennas. These antennas were chosen because of the current antenna structure loading at the site and because of they will cover the entire band. The Bolt Street CEBs will connect to the Master Site via 25 T1 Is supplied by the City of Fort Worth microwave system. These additional T Is are necessary to carry console data between the the existing six Central Electronic Banks (CEBs) and the future single CEB for TCCCD (T1 terminated at Bolt Street) that will be connected in the system as designed,between Bolt Street and the Master Site location. This is the number of T Is required to reconfigure the existing links from E 1 Manchester links, to Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-3 T1 links in a X-bus redundant configuration so that the same amount of console data that is used today can be managed by the AEB located at the Eagle Mountain Master Site. The 7th CEB will be a remote CEB located at the Tarrant County Community College District(TCCCD) dispatch center. This CEB is scheduled to come online during the summer of 2010. This proposal assumes that the 7th CEB's T1 link will be cross-connected at the Bolt Street facility and routed to the Eagle Mountain master site. The TCCCD 7th CEB will utilize Point-to-Point microwave as the transport to the Bolt Street facility. With the additional cross-connect of this T1 link from the Bolt Street facility to the Eagle Mountain master site there is the possibility of exceeding the maximum allowable delay of this circuit. If this link is found to exceed the maximum delay it will be the responsibility of TCCCD to find an alternate T1 circuit from their CEB to the Eagle Mountain master site. Motorola will work with the City of Fort Worth to assure that TCCCD is notified in advance of relocating the T1 links to the Eagle Mountain link. The remote RF site at Burnett Plaza will connect to the Master Site via two TIs supplied by the City of Fort Worth microwave system. The City of Fort Worth is responsible for any modifications to the microwave system or other transport means to make these T1 connections between Bolt Street, Burnett Plaza, and the Master Site. Two Network Management(NM) Clients will be included in this proposal. One of these Network Management Clients will be located at the Eagle Mountain Master Site. The second client will be located at the Radio Communications Shop for the City of Fort Worth. The remote client at the City of Fort Worth Radio Communications Shop will be connected to the Master Site via a City of Fort Worth supplied T1. The Radio Communications Shop site will contain a router for this purpose. The proposal includes a single license for each application on the NM system. The City of Fort Worth is responsible for supplying the T1 connectivity between these two sites. Connection to the City of Dallas and NCTCOG will be via the Inter RF Subsystem Interface(ISSI) and with Customer-supplied T1 circuits between these systems. The additional single interface ISSI equipment and software required for the City of Fort Worth and City of Dallas are included in this proposal. Please note that for the City of Dallas, we have included equipment to upgrade the existing ISS 1.1 network gateway only. This is based on current knowledge of the City of Dallas's ISS.1 system design. System operation, interagency agreements, communication, and coordination are a responsibility of the City of Fort Worth and Dallas. Should the City of Dallas ISSI.1 system change prior to a formal interagency agreement being reached with the City of Dallas, Motorola will revisit this interface to confirm what additional, (if any) changes will be necessary to the proposed ISSI.1 solution. This proposal includes an additional UPS for the Burnett Plaza Site, but does not include a generator, shelters, HVAC, for any of the other sites described in this proposal. It is our assumption that the current HVAC, generators, and electrical ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-4 systems at these sites are sufficient. We highly recommend that the City evaluate these systems in advance of the installation of the system. Further, it is the responsibility of the City of Fort Worth to provide any modifications or additions required to these sites with regards to space, electrical systems, generator capacity, and UPS capacity for all sites. (Note -we are including a UPS for Burnett Plaza)to provide the environment necessary for this equipment to function properly. 1 .2 System Overview The proposed offering consists of a fully equipped ASTRO 25 Master Site. This Master Site has the capacity of controlling up to twenty-four sites. The Master Site in this proposal is equipped for a single RF Site. The Master Site consists of several different components including Zone Controllers, configuration database servers, system monitor servers, and network routing equipment. The Zone Controllers provide the system control through system access and call setup, maintenance, and teardown functions. Two Zone Controllers are included at the Master Site to provide full redundancy. The configuration database servers provide the user the ability to configure the system infrastructure and subscriber units based on the functionality required within the system. This information is then used by the Zone Controllers to perform the control of the system. The system monitor servers provide a means for the user to monitor the status of the system through fault management and usage statistics gathering mechanisms. The network routing equipment provides the backbone for the master site. This equipment provides all the routing and switching functionality required to connect all Master Site equipment. In addition, this provides the interface to exterior subsystems such as RF sites and dispatch sites. This equipment is designed to be fully redundant so that a single point of failure will not result in disruption of service. This system is currently licensed for one RF Site, and two thousand unit IDs. This proposal also includes a fully equipped ASTRO 25 Site Repeater Subsystem for RF connectivity to subscriber units. This Site Repeater subsystem includes six channels and associated network equipment, and must be connected to the Master Site. The proposed equipment allows for redundant network paths over T1 links back to the Master Site to avoid connectivity issues caused by a single link failure. The Site Repeater Subsystem provides the RF link to the subscribers, and to the Alternate Dispatch Center. Included in this proposal are two Expandable Site Sub-System (ESS)to be housed at the Burnett Plaza location. The T1 links will be provided by the City of Fort Worth and must meet Motorola site link specifications. Motorola assumes that the City will build out it's existing microwave T1 capacity to supply the T 1 links required. These T Is are required for proper system operation. It is the responsibility of the City of Fort Worth to provide all these TI links. ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-5 For the Site Repeater Subsystems, full transmit and receive antenna systems are included. These will be located on the roof top support structure at the Burnett Plaza Site. All antenna systems will utilize 11.5 dB 700/800 MHz band antennas. The proposal includes AEB and MGEG equipment for the Eagle Mountain Water Treatment site to interface with the existing Gold Elite Console System located at the Bolt Street facility. This will allow the operators at this location to continue their day to day roles of dispatching the City of Fort Worth users on the two existing SMARTNET systems, while also allowing the to dispatch users on the new ASTRO 25 system. This provides a direct connection to the new system for operators at this site. The Alternate Dispatch site console system will remain as it is today. This will allow the operators at this location to continue their day to day roles of dispatching the City of Fort Worth users on the two existing SMARTNET systems. The Central Electronics Bank system will receive to additional BIMs for connection to two consolettes programmed on the ASTRO 25 system. This will allow operators at this site to receive and send audio traffic on the ASTRO 25 system on specific talkgroups on the ASTRO 25 system. This proposal includes two Network Management terminals. One located at the Master Site and one located at the Radio Shop Site. This will allow access to the Network Management features to be utilized at these two sites. 1 .2.1 System Architecture Figure 1-1 depicts a high level diagram of the City of Fort Worth ASTRO 25 System Motorola is offering. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-6 Bolt Street CITY OF FORT WORTH P25 SYSTEM Public Safety EAGLE MOUNTAIN Dispatch WATER TREATMENT FACILITY P25 MASTER SITE \ SITE REPEATER REMOTE BURNETT PLAZA ISSI EQUIPMENT \ T1 MW T1 ISSI EQUIPMENT AT DALLAS Figure 1-1: High level System Diagram of the proposed Clty of Fort Worth ASTRO 25 System Master Site Configuration The Master Site is the central point for all radio system traffic in the system. The call processing and system management for the ASTRO 25 system occur at the Master Site. Master Site equipment is listed in Table 1-2. Table 1-2: Proposed Master Site Infrastructure and Associated Equipment Site Name Site •' Associated Equipment Eagle Mountain Water ASTRO 25 Master Redundant Zone Controller, Zone Database Treatment Facility Site Server, User Configuration Server, Core Security Server, Network Transport Management Server, GPS Time/Frequency Reference, One two card cage Ambassador Electronics Bank, A main and redundant Motorola Gold Elite Gateway equipment, ISSI Gateway and routers and a switch for connection to the City of Dallas ISSI Master Site, Expansion of the ISSI system at the Dallas Master system to accept this ISSI connection, One Network Management User Terminal, (Note: One other Network Management Terminal will be located at the City of Fort Worth Radio Shop) Note: This Master Site has the capacity of controlling up to twenty-four sites. The Master Site in this proposal is equipped for a single RF Site. Bolt Street Dispatch Gold Elite Dispatch Will use the six existing CEBs and the T1 for ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-7 Site Name I- Site Type Associated System the TCCD console which will terminate at this site will be routed their T1/AIMI links to the Eagle Mountain site for connection to the AEB there. Alternate Dispatch Control Stations Two XTL 5000 consolette units will be located here and connected to the existing CEBs at this location. The Master Site equipment will be located at the Eagle Mountain Water Treatment Site The detailed design includes the following Master Site equipment: ♦ One 3-phase AC Type I Main-Panel Surge Protector One 3-phase AC Type II Sub-Panel Surge Protector ♦ Two 16 T1 surge suppression panels ♦ Two GAS Servers/Zone Controllers ♦ One Terminal Server ♦ Two Gateway Routers ♦ Two Master Site LAN Switches Two Core Routers ♦ Three WAN Relay Panels ♦ One TRAK Frequency Standard with a main and redundant GPS antenna system ♦ One Core Security Management Server(CSMS) with Monitor ♦ Site spares ♦ Five 7.5' 19" Equipment Racks ♦ Ten Type III Surge Protectors ♦ One Network Management Client Workstation monitor.(Note an additional Network management terminal is designated for the City of Fort Worth Radio shop). ♦ ISSI equipment: • One ISSI Network Gateway with software and one ISSI Gateway Application • One Firewall for the ISSI network • Two Routers with T 1 daughter boards • One 24 port Ethernet Switch • Additional ISSI equipment to be located at the City of Dallas P25 Overlay Master Site. • One add on license for ISSI Application • Two Routers with T 1 daughter boards • One 7.5' 19" Equipment Rack • One Type III Surge Protector 1.2.1.1 Site Repeater RF Site Table 1-3 summarizes one trunking Site Repeater subsystem. Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-8 Table 1-3: Proposed RF Site Infrastructure and Associated Equipment Site Name Site Type Associated Equipment City of Fort Worth Site Repeater Site Two Site Routers, an integrated six 800 Burnett Plaza(Building MHz channel ESS station, an integrated Top Site) four channel 700 MHz channel ESS station both stations integrated with antenna systems and Tower Top Amplifier. Surge suppression equipment for T1 and AC circuits, and one 20KVA 3-phae 208V UPS. Two ASTRO 25 Site Repeater RF Site ESS stations have been included to be located at the Burnett Plaza Site. The detailed design includes the following equipment: ♦ One single phase AC Type I Main-Panel Surge Protector ♦ One single phase AC Type II Sub-Panel Surge Protector ♦ One single 208 V 20KVA UPS with By-Pass Switch ♦ Two Site Routers with T1 interface modules ♦ One ESS Site Repeater with six 800 MHz channels ♦ One ESS Site Repeater with four 700 MHz channels ♦ Two 700/800 MHz band SC412-HF2LDF series antennas. These antennas are Collinear omni-directional, 11.5 dBd gain, HD, 746-869 MHz antennas. ♦ 250' of transmission line each for the TX, RX and TTA Test Port ♦ Three transmission line lightning arrestors ♦ One Tower Top Amplifier with Control Unit ♦ Two 7.5' 19" Equipment Rack The Equipment for an ASTRO 25 Site Repeater Remote RF Site has been included for the Aledo Tower Site. Note: the equipment will be used in a future project of the City of Fort Worth for system expansion. The equipment in this proposal does not include site licensing, antenna equipment, T1 interface equipment, nor installation services. The detailed design includes the following equipment: ♦ Two Site Routers with T1 interface modules ♦ One ESS Site Repeater with six 800 MHz channels ♦ Two 7.5' 19"Equipment Rack 1 .2.1.2 Bolt Street Dispatch Site There will be no additional equipment provided for this site. The AIMI links from the CEBs at this site will be rerouted to the Eagle Mountain Water Treatment Site. The AEB at Eagle Mountain is provisioned for one AIMI/AMB link for T1 connectivity for each of the CEBs associated with this site. During cut-over the E 1 connections to Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-9 0 the AEB at this site will be reconfigured for T1 connectivity and routed to the Eagle Mountain site, once the Eagle Mountain site is up and operational, six of the AMB cards from the Bolt Street AEB will be removed and installed at Eagle Mountain site. At this point the AEB at the Bolt Street site will be decommissioned and removed from the site. 1.2.1.3 Alternate Dispatch Site Two Base Station Interface Modules will be installed in one of the CEBs at this site. These two interface modules will be connected to two XTL 5000 desktop control stations, which will be installed in existing racks at this site. These stations will have antenna systems and a unity gain antenna. These antennas will be located on the antenna network structure associated with this site. 1.2.1.4 Radio Shop A Network Management terminal will be located at this site along with a router. These will be connected to the Master Site so that Network Management functions may be performed from this site for the ASTRO 25 system. Note the T1 link between this site and the Master Site is the responsibility of the City of Fort Worth. 1 .3 Network Transport The City of Fort Worth is responsible for providing 25 microwave based T 1 links between the Eagle Mountain Water Treatment Master Site and the Bolt Street dispatch that meet Motorola site link specifications. The City of Fort Worth is responsible for providing two microwave-based T1 links between the Eagle Mountain Water Treatment Master Site and the Burnett Plaza Site Repeater RF Site that meet Motorola site link specifications. The City of Fort Worth is responsible for providing one T1 link between the Eagle Mountain Water Treatment Master Site and the City of Dallas Master Site location that meets Motorola site link specifications. Required T1 links to be provided by the City of Fort Worth.Point B Number of T1s Eagle Mountain MUSite olt Street Dispatch Site 25 Eagle Mountain urnett Plaza RF Site 2 Eagle Mountain allas Master Site 1 Eagle Mountain ty of Fort Worth Radio Shop tal 28 Motorola C onfidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-10 Motorola site link specifications: Parameter Measurement Value Bit Error Rate—BER 1 x 10-6 Stratum Level 2 or Better Max. Delay 5 milliseconds(ms) Availability 99.999% Line Coding B8ZS (bit 8 zero substitution) Signaling Clear Channel Compression None Framing ESF(extended super frame) Pulse Amplitude 0 dBdsx (3.OV+/-0.3V or 6V P-P) Dry or Wet Dry, No voltage(-48 VDC or other) Present 1 .3.1 Spares The detailed design includes the standard RF Site recommended spares described in the equipment list. No Spares have been included for the Master Site in this proposal. 1 .4 Radio System Coverage The radio system coverage is largely dependent upon the number of RF sites and their locations. For this proposal the City of Fort Worth selected the site location as opposed to Motorola designing the system for a specific coverage requirement. Motorola will perform benchmark coverage testing to validate antenna system performance as well as the informational coverage maps in lieu of a guaranteed coverage analysis and drive test. The coverage maps will be presented at the time of the award of contract and all coverage maps that will be presented shall be for informational purposes only. Since there are no coverage guarantees associated with this proposal, Motorola will not be performing a Customer Coverage Acceptance Test Plan as part of this project. 1 .5 ASTRO 25 System Design 1 .5.1 Architecture The proposed system includes Motorola's ASTRO 25 master site control architecture. The ASTRO 25 master site equipment provides the interface between the Repeater sites and the dispatch console network. ASTRO 25 provides an extra layer of system and database management. The user-friendly management architecture provides a GUI-based management terminal capable of multi-tasking and presenting all of the ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-11 i information required to manage your system. The inclusion of an ASTRO 25 foundation provides the flexibility to easily expand the system by adding additional sites and/or accommodating neighboring systems. ASTRO 25 transparently links dispatch and field personnel, tracking each radio from site-to-site and group-to-group. Radio sites are automatically assigned and connected for wide area calls, allowing a dispatcher or field unit to effortlessly reach another radio -no matter where the person is located in the service area. ASTRO 25 technology meets the demands of mission critical communications and accommodates digital voice, digital signaling, encryption, and the latest digital breakthroughs in communications systems. 1.5.1.1 Network Transport Subsystem At the center of ASTRO 25 is the Network Transport Subsystem, designed to carry the system applications. This master site transport network uses several network technologies to cover the needs of the communications system. The goal of the transport network is to create a large system solution that meets the following characteristics: ♦ Scalable Platform—The transport network supports a large number of zones/sites per system. The ASTRO 25 system capability supports 7 zones and 100 sites per zone. ♦ Digital only platform— Supports the open standard IMBE protocol for voice transmission. ♦ End-to-end vocoding—The transport network provides the ability to transparently pass vocoded and encrypted audio. Once voice is vocoded at a source, the digital information is passed all the way through the network with no conversions required. Conversion to the original audio format is required only at the destination receiver. The ASTRO 25 system supports radio-to-radio or dispatch-to-radio secure operation. ♦ Packet transportation network-The transport network consists of a packet transportation network that is not concerned with what is contained in the packets. The ASTRO 25 systems includes an IP-based infrastructure that provides IP multicast technology for dispatch services. This technology allows group calls to be set up, processed, and torn down easily in a packet environment, replacing circuit switched methods. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-12 1.5.1 .2 Internet Protocol (IP) Multicast Routing IP Multicast Routing, commonly referred to as simply"Multicast,"is a method of transmitting messages (datagrams)between a number of sites, which are part of a multicast group. This differs from unicast, which transmits messages between two endpoints,and broadcast, which transmits messages from a single source to all hosts on a network. Multicast employs a concept known as a Rendezvous Point(RP), in which a router or set of routers is identified as an RP for an associated multicast group address range. The function of the RP is to receive multicast transmissions from an originating site, and then fan them out to other sites and zones, creating a multicast"tree" for each multicast group. Multicast is closely aligned with the talkgroup concept. With multicast,the transmitting radio's audio is distributed to the appropriate sites by the RP router. Without multicast, the transmitting unit would have to send a separate copy of each packet of a transmission to each receiving site. Multicast transmissions are sent only to those sites that have subscribed or"joined"the specific multicast group. Once the join message is received,the routers propagate multicast traffic to the appropriate sites and zones. Multicast trees for audio traffic are set up on service request and are present only for the duration of the call. 1.5.1.3 Call Processing The main purpose of an ASTRO 25 system is to provide voice services to subscribers and dispatchers throughout the system. The diagram shown on the following page will be used to discuss call processing. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-13 ®Network Everts Taw Fm—0{phAv 1 oos to 1055 P&-Lam 50 ❑N �j ❑► 8everlty DatWTlme IV Managed Resource EMRy Message Dec 01,200714:59:49... 1001 D,,k,Merge newt Syrlclr,,,m F&A manager has srndrorized feu[hlormetbn with Dec 01,2W714:59-.49... 10.101.11 92 Syr1cfromabon F&A merger hu syncMonized lout Mormdion wth1 Dec 01,200714:59:49... 10.101.11 A 10101.11.0 Al lead one node in Chia=AxW is in failed s late. Dec 01,2007 1 4:59:49... 10.101.11.92 SynctroNzabw Faut Merger receved Syrlcrorizebw Complete nctifi e Dec 01,200714:59:49... 1001 DeviceCtNr1ge11ew1 Syrrclror ZaUon Fact Mormebm for this device may be out Of ddeRee hfo Dec 01,2007 14:5949... 10.101.11.92 Agent Re&ndw oy Foll—r AttrIxAe Values have changed.rmaRedAgrt Dec 01,2007 14:59.49., 10.101.11.92 power supply 94ABLED,NO REASON Dec 01,2007 14:59.49 10.101.11 92 Swtchl ENABLED,NO READ tfla Dec 01,2W714:511.49, 10.101.11.92 GPS MNIOR MALFUNCTION,HARDWARE FALL SE Dec 01,2W714:5949... 10.101.11 92 Fen MAJOR MALFUNCTION,HARDWARE FALLRE Dec 01,200714:5948... 10.101.11.92 Ste Cortroler MABLED,NO REASON e Dec 01,2W714:5948... 10101.11.0 10.101.11.0 At kiwi or node in the subrxt is in imed aide. Dec 01,200714:5948... 1001 DevlceCherye newt awrea MALFUNJCTpM,BAND PLAN MISMATCH Dec 01,2W7 14:5948... 1001 DeviceChwW_newl Chercbll MALFUNCTION.BAND PLAN MISMATCH Dec01,2W714:5948... 1001 DevfoachwW_r1ew1 Ste SITE TRLNIOJG,RECOVERY e Dec 01,200714:5948... 1001 DevrceCherlge_newl Sy ovorl an Faut information for this device may be Ott 01 deteR. e Dec 01,200714:59.48.. 10.101.11.92 Syr6 roroahon Fmull hformdion for this device may be out of ddeRea Dec 01,200714:59:34... 10.101.110 10.101.110 At heat or node in thia arbnet is in lailed aWe, Dec 01,2007 14:5934... 10.101.11.94 Synctrorxzabw Faull me,wKW has synctrordzed feat kformdlon with 1 Dec 01,200714:5934 10.101.1194 SyrlcrariZah0n F&A Mmmger received Syrcryrofizatbn Complete no" Dec 01,2W714:5934... 10.101.1194 Receiver CRnXAL FAILED,RxLol Lock or RxLo2 Lock Dec 01,200714:5934... 10.101.11 94 Power Supply ENABLED,NO REASON a Dec 714:59.34.., 10.101.11 A 10101.11.0 Al least one node in Oils sabre is in fyed stay, _ Dec 01,2W714:5934... 10.101.11.94 Power Ainpifier ENABLED NO READ Dec 01,200714:5934... 10.101.11.94 ExcMw CIVICAL FAILED,TX LOCK 1-6: UEM Event Browser Sample Screen Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-14 0 ©0 o©0 s� ® 0©-0 0 OF Zone 3 00 CRP•Control Rendezvous Point ©O ARP•Audio Rendezvous Point 1-2:Call processing in an ASTRO 25 system Step 1 A radio user presses the PTT switch to talk to other users in the talkgroup. The radio transmits a Call Request on the RF control channel at the site. The Call Request is received by the control channel and forwarded to the site Ethernet LAN. Before placing the Call Request packet on the site Ethernet LAN, the base station encapsulates the Call Request message in a UDP/IP datagram with the destination IP address of the zone controller. Note: User Datagram Protocol(UDP)is a transport layer protocol that resides on top of the Internet Protocol (IP). UDP provides a transaction-oriented, best effort delivery service. Note: Internet Protocol (IP)is the Internet Layer protocol tasked with defining how data is transferred across the network, how devices are addressed, and how to route data appropriately. IP defines a universal/global addressing method. It defines how to fragment, transport, and reassemble data packets. Motorola Confidential Restricted ® Use or disclosure of this proposal is Project 25 IP Trunk City e Fort Worth,d Radio System m subject to the restrictions on the title page April 21,2010 System Description 1-15 Ol Step 2 The IP packet network routes the Call Request packet to the zone controller. Upon receiving the Call Request message the zone controller checks an internal database to determine the location of all members in the requested talkgroup (such as RF sites and Remote Dispatch sites locations. The zone controller then assigns a multicast group to the call and sends the assigned multicast group to all the participating RF sites and Remote Dispatch resources. This message is referred to as a Call Grant message and is sent in an IP datagram. Step 3 Upon receiving the Call Grant message, the RF and dispatch sites extract the IP multicast address from the Call Grant. The assigned voice channels at IR sites, and the comparators at digital simulcast subsystems, generate a group Join message. The group Join message is an IP control packet. Step 4 Upon receiving the IP group join message, the RF and dispatch site routers communicate with other routers in the system to set-up an IP multicast distribution tree. This tree is used to distribute voice payload traffic to all sites participating in the call. Step 5 The radio begins transmitting vocoded audio on the assigned RF voice channel at its site. The audio is received by the voice channel and is placed in an IP datagram destined to the assigned IP multicast address (as assigned in the Call Grant). The IP multicast packet is placed on the Ethernet LAN. Step 6 The IP Multicast audio stream is distributed to all the RF and dispatch sites via the Rendezvous Point router and IP multicast tree. Step 7 When the first user dekeys and a second member of the talkgroup transmits while the call is still active (repeater call hang time has not expired), the same multicast tree is used. Vocoded audio is received by the voice channel at the new source site and placed in an IP packet destined for the group's Rendezvous Point router. The IP packet flows down the same IP multicast tree generated earlier by the routers. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-16 Step 8 When the call is over(expiration of the message timer), the sites (RF or dispatch) generate an IP group Leave message. The Leave messages cause the multicast tree to be taken down. Note:The preferred mode of operation for an ASTRO 25 system is message trunidng with PTT-ID.This parameter is programmed in the system,through the User Configuration Manager(UCM), as message trunking, and in the radios,via their programming software, as PTT-ID. 1 .5.2 ASTRO 25 Technology ASTRO 25 is Motorola's Project 25 compliant, digital radio communications system solutions. This section describes the features of the ASTRO 25 trunking system. 1.5.2.1 ASTRO 25 4-Level Digital Modulation System Platform Motorola's ASTRO 25 is a revolutionary digital communications platform and signaling format that provides the most advanced communications system available. Outlined in the chart below are a few of the ASTRO 25 digital benefits. ASTRO 25 System Advantages I Benefit Improved audio quality Consistent audio quality throughout the coverage area for all digital users through the use of an enhanced Project 25 CAI compliant IMBE vocoding and error correction techniques. Advanced embedded signaling Improved efficiency and system features for users. features Secure audio capability Prevents eavesdropping and unauthorized use. System characteristics Cost effective migration path to current and future digital standards. ASTRO 25's unique features translate into benefits that improve radio communications in many different ways. ASTRO 25 is designed to improve system control, enhance user safety, maximize communications security, and provide outstanding system growth potential. Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-17 1.5.2.2 Audio Quality Enhancements with ASTRO 25 The improvement in audio quality comes from the nature of the ASTRO 25 signal framing and error correction coding. The radio is capable of detecting and correcting errors caused by transmission noise. With an ASTRO 25 digital system, the audio quality remains consistent as the user travels away from the signal source, as shown in 1-3. The characteristics of ASTRO 25 digital audio and the embedded error correction further enhance the voice quality in the simulcast overlap areas. These differences can be directly equated to performance gains. Radios that deliver enhanced coverage and better audio quality mean improved safety. Audio Digital Qualitv Analog Po[�r Strung Signal Strength Weak 1-3: Digital Audio Quality 1.5.2.3 ASTRO 25 Advanced Embedded Signaling One important feature of the ASTRO 25 system is the advanced embedded signaling. The use of embedding signaling provides many benefits to the ASTRO 25 user, including: ♦ Elimination of Preamble Voice Truncation—Older analog conventional and trunked systems required Unit ID and Encryption information to be sent prior to beginning voice transmissions (preamble), delaying the analog audio being sent through the system. ASTRO 25 digital systems interleave the signaling and voice bits, thereby eliminating the concern with voice truncation. 4 and 5 demonstrate the differences between analog signaling and the ASTRO 25 embedded signaling. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-18 Analog Signaling Ph t�lble To sordift Tranemiltef Truricaleid Audio Sub-audible signaling PTT Time 1-4:Analog preamble signaling PDigital Embedded Signaling Analog Audio Digititad Audio To Embedded m Tr Astro Digital Stream ansmitter r Signaling 1-5:ASTRO 25 embedded signaling ♦ Digital "Noise Canceling"—Analog radios will process any information received into the microphone of the transmitting radio. Any audio components (sirens, bells, wind noise, pump engines, etc.) occurring near the speaker will be transmitted over the air with the user's voice. This can create difficult conditions for the dispatcher and other users on the same channel when the user is in a high noise environment. The Project 25 IMBE vocoder is designed to process only the audio components of human speech. Other sounds within the range of the transmitting radios microphone that are not voice components are not processed Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-19 ♦ Continuous ID with receive ID displayed on field units—the embedded signaling information containing the transmitting unit's ID is sent continuously. Field units that are out of range or turned off initially will be able to decode the transmitting unit's ID when they gain access to the system. Properly equipped receiving radios can display the ID as it is decoded from the signaling information. ♦ Enhanced Selective Calling—Selective calling has been a feature of two-way radio systems for many years. However,there was never a method to selectively call or signal a radio while they were in the process of receiving a voice message. With ASTRO 25 embedded signaling a dispatcher can contact a unit while it is receiving a conversation and direct them to another channel or talkgroup. ♦ Enhanced Priority Scan—previous scanning algorithms could only detect the presence of a priority message by either interrupting the message being received, and forcing the radio to quickly scan all channels for activity; or, in the case of trunked systems, by sending low speed sub-audible information underneath the current voice conversation. This can be very slow and be disruptive to the listener. ASTRO 25 embedded signaling contains priority channel activity information. Received conversations will not be interfered with in any way–even while the radio is receiving this signaling information. When a designated priority call begins on the listener's radio, it will switch to the priority conversation. This capability is functional whether the radio is operating in the "clear"or "encrypted"ASTRO 25 mode. 1 .6 ASTRO 25 System Components The ASTRO 25 system is comprised of a master site, ASTRO 25 repeater sites, and ASTRO 25 Simulcast sites. This section discusses the components that make up each piece of the ASTRO 25 system. 1 .6.1 Master Site Equipment The Master site is the central point for all system traffic in the single ASTRO 25 zone. The call processing and system management occur at the Master Site. The Master Site equipment is described briefly in the following sections. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-20 1 .6.1 .1 Zone Controller The MZC 5000 Zone Controller is a redundant processor that provides trunking call processing for ASTRO 25 system operation. The MZC 5000 forms the heart of a wide area radio system by providing the central processor for the zone with the necessary hardware and software capabilities to provide call processing and mobility management. The MZC 5000 is supplied in a redundant controller configuration. This provides automatic switchover to the standby controller if a loss of wide area communications is detected due to an internal failure to the active controller. Also, this configuration allows each controller to run separate versions of software to ensure that upgrades occur on a fully functional controller before upgrading the second controller. The MZC 5000 builds upon the strength and experience of Motorola Wide Area Trunking Systems to deliver multiple layers of reliability for business critical, mission critical and life critical applications. ♦ System Availability—The MZC 5000 allows software upgrades once loaded, providing enhanced system availability. ♦ Intelligent Switchover—The Redundant Configuration provides automatic switchover to the standby controller if a loss of wide area communications is detected. Notification can be sent to the user if other components fail, allowing the user to manually switch to the standby controller if desired. ♦ Cross Controller Compatibility—Capable of running two different versions of software simultaneously, ensuring that upgrades are fully functional with one controller before upgrading the second controller. ♦ Redundant Configuration—The Redundant Zone Controller is a computer platform with redundant-processors that provide trunking call processing for ASTRO 25 wide area radio communication systems. The Redundant Zone Controller is designed to detect failures by automatically switching operation to the standby controller, minimizing interruption of call processing functionality. 1.6.1.2 Network Management Servers The NMS subsystem is comprised of the following servers at the zone and system levels of the ASTRO 25 Project 25 system. In an ASTRO 25 M2 Scalable Master Site configuration like the one provided to the City of Fort Worth there are two GAS servers all other server functions described below take place on one of these two servers. ♦ NMS Zone-level Servers(one each per zone): Zone Database, UEM INM Server, Unified Event Manager, and Zone Statistics Server. System-level Servers(one each per system): User Configuration Server(UCS). Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-21 Zone Database Server (ZDS) The ZDS handles a variety of tasks; including hosting the zone configuration database, administering applications licenses, authenticating network manager users accessing the system, and performing back-end support for user applications. The Zone Database Server(ZDS)performs the following database server functions: Maintains the infrastructure (zone configuration)database for the zone. ♦ Exports the infrastructure information from its database to the Zone Controller where it is stored as the local infrastructure database. ♦ Maintains a replica of the current UCS database and home zone map. ♦ Exports the radio information it receives from the UCS to the Zone Controller The ZDS also performs all network management and fault management polling of system devices to support the network management clients. The fault management information that the ZDS collects is passed on to the UEM Integrated Network Management(INM) server. The ZDS handles a variety of administrative tasks, including the following: Administering the standard and optional applications licenses ♦ Authenticating network manager users accessing the system ♦ Performing back-end support services for user applications ♦ Handling telephone interconnect record processing UEM Integrated Network Management (INM) Server The UEM Integrated Network Management(INM) server provides fault management for the system. It hosts the UEM INM and UEM Web applications, along with a Router Manager application and optional MOSCAD= application for monitoring alarms of third-party devices. UEM INM allows access to status, alarm messages, and other fault management information obtained from the ZDS and other IP-managed devices via a network management client workstation. The UEM INM application provides a centralized view of system operational status by displaying intuitive, graphical representations (subsystem topology maps) of the system. UEM INM also maintains a data warehouse, storing event history for report generation. UEM INM scans system-level and zone-level configuration information to monitor the health of system and zone-level objects such as servers, Zone Controllers, and sites. There is one UEM INM server per zone. In a multiple zone system, one of the UEM INM servers is equipped with the ability to collect and present information from all zones. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-22 Zone Statistics Server (ZSS) The statistics server is the data repositories for data statistics necessary to drive Historical Reports. Statistics such as the number of calls,push-to-talks, and busies are accumulated over preset time intervals. User Configuration Server (UCS) The UCS provides database storage and back-end processes required for most system-wide functions. The UCS makes it possible for management personnel to con home zone maps, users, radios, talkgroups, critical sites, Adjacent Control Channels (ACC), security information at a system-level, and other system-level parameters. Group and Unit ID home zone assignments are also made at the UCS level. This information is cond using the User Configuration Manager(UCM)application and is saved in the UCS database. Unified Event Manager (UEM) The UEM provides a central location for managing all radio, �° 4"""'"` P r`"' I** LO&A FW ""wbw t .a«.b� .II. yI Summary . transport, and environmental : t. devices on the system. The �' `� ® R 4 A �' application automatically discovers devices on the network i to determine their real-time status. -- — Color-coded symbols displayed on a topography map provide a geographical and hierarchical representation of the entire • -- - network. The UEM allows each user to filter out and customize the pertinent information important to their roles and responsibilities. Features and benefits of the UEM are outlined in Table 1-4. Table 1-4: Benefits of the UEM Feature Benefit Centralized View of Entire Network Managers can view the entire system status and Communications Network quickly isolate problems to the board level. Intuitive Graphical User Network Managers can be quickly notified of failures on Interface (GUI) the system and diagnose device problems, utilizing a display and an intuitive GUI. Auto Discovery of Devices Components are automatically discovered and map views are created to show the overall health of the network. Active Alarms View and Alarm Persistent single view all failure conditions in the network Summary and a quick reference summary of alarms by severity allows users to quickly pinpoint the highest prioritv Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-23 Feature Benefit failures Secure Device Access SNMPv3 protocol with Triple DES and AES 256 bit encryption to prevent security breach attempts Northbound Interface Real time event stream using a standard industry protocol that can be used to forward events to a higher level management application for added flexibility. Email Notifications User specified event notifications sent via email—which could also be forwarded to a portable mobile device— allows System Managers to simultaneously address other tasks Network Monitoring Archive and export event history data for analysis Capabilities Remote Command Operation Remote state change capability helps to avoid unnecessary sites trips The Unified Event Manager(UEM) gives the Network Manager virtually instantaneous notification of any system deficiency or element failure. Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-24 UEM Event Browser x ®Network Everts Tall Fow—usplay►+p F,D06 to F 1055 Pepe L«oh 50 :_ �j �j ►i Seve* Daternme'V Managed Resource En* Message Dec 01,200714:59:49... 1001 Devlcepenpe_Mwl SynctroNzatbn Fault manager has synchroNxed fail information With Dec 01,200714:59:49... 10.101.11.92 Synchronaabon Fail manager has synchron¢ed lout Mormetm with f Dec 01,200714:59:49... 10.101.11.0 10.101.11.0 At load one node In fits sLb 01 is In laded state. Dec 01,200714:59:49... 10.101.11.92 SynctroNzetion Fell Manager received Synctronizetion Complete notifi e Dec 01200714:5449_. 1001 Devf¢eChage_newl Synchronrzdion Fad Informdbn for this device may be out o1 tide Rae into Dec 01,2007 14:59:49... 10101.11.92 Agent Redrldency Fotowirg Attribute Values have derged.nmaRedAV Dec 01,200714:5449... 10.101.11.92 Power supply ENABLED,NO REASON Dec 01,2007 14:5449... 10.101 11,92 Swtchl ENABLED,NO REASON Mnar Dec 01,200714:5449... 10.101.11.92 GPs MINOR MALFUNCTION,HARDNARE FALURE Dec 01,2007 14:59:49... 10.101.11.92 Fen MAJOR MALFUNCTION,HARDWARE FAILURE Dec 01,2007 14:59:48... 10.101.11.92 Ste Cortroter ENABLED,NO REASON a Dec 01,2007 14:5948 .. 10.101.11.0 10.101.11.0 Al best one node in this subnet is in laded state. Dec 01,200714:59:48... 1001 DevfceChanpe rewl CharnaQ MALFLNCTION,BAND PLAN MISMATCH Dec 01,200714:59:48... 1001 DevneChaige_newl Chernell MALFUNCTION,BAND PLAN MISMATCH Dec 01,200714:59:48... 1001 DevlroChage jxrw l Ste SITE TRUNI(NG,RECOVERY e Dec 01,200714:59:46... 1001 Daykc Cherge_nawl SynchroNZdion Fault ntormebon for this device may be out of dde Rea Dec 01,200714:59:48... 10.101.1192 Syrlchrordzetlon Fal Wormdlon for fits device may be out of dde.Ree Dec 01,2007 14:59:34... 10.101.11D 10.101.11.0 At best one node h fits subnet is in laded state. Dec 01,20(V 14:%.34... 10.1 D1.11 94 SynctroNzebon Fain manager has syncMoNzed lout nlor""ion with I Dec 01,200714:59:34 .. 10.101.11.94 Syrlchrorvzdfon Feut Manager received Syrldrorixatfon Complete notill Dec 01,2W7 14:59:34... 10.1 DI 11 94 Receiver CRrr0CAL FAILED,RxLol Lode or RxLo2 Loud Dec 01200714.5934... 10.101.11.94 Power Supply ENABLED,NO REASON Dec 01,200714:5434... 10.101.11.0 10.101.11 A Al bast one node in this slixet is in faded side. Dec 012W7 14:5434... 10101 11.94 Power Amplifier ENABLED NO REASON Dec 012W714:%.34... 10.1M.11.94 Exciter CRITICAL FAILED,TX LOCK 1-6: UEM Event Browser Sample Screen The UEM event browser 1-6 provides a way to look at all the events (or a filtered subset of events) that are received by UEM. By default, when viewing an event, the event browser displays Severity, Date/Time, Managed Resource, Entity, and Message. Additional display properties are available. Up to 10,000 of the most recent events from any managed device within a zone can be displayed. 1.6.1.3 Network Manager Terminals The NMS Windows-based client/server architecture distributes most of the user application processing to the client PC workstations. This approach yields important benefits: ♦ Application performance is less dependent on the number of concurrent users and open applications. Personnel typically responsible for managing a radio system or computer network are already familiar with, or easily trained to use, the Graphical User Interface (GUI)of NMS applications that conform to Windows operating system conventions. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-25 ♦ Remote operation performance over a limited bandwidth link(e.g., a telephone line used for accessing the network remotely via dial-up modems) is improved. The following applications run on or may be accessed from the PC client workstations: ♦ System Profile ♦ User Configuration Manager ♦ Software Download ♦ Historical Reports (System-level) ♦ Zone Profile ♦ Zone Configuration Manager ♦ ZoneWatch ♦ Affiliation Display ♦ Air Traffic Information Access (ATIA) Log Viewer ♦ Dynamic Reports ♦ Historical Reports (Zone-level) ♦ Fault Manager using Universal Event Manager(UEM) ♦ UEM Administration ♦ UEM Web Browser ♦ Radio Control Manager(RCM) ♦ Radio Control Manager Reports 1.6.1.4 Network Transport Subsystem The ASTRO 25 release transport core is engineered to meet the performance requirements of a real time system transporting voice, call control, network management, and ancillary network services. The Transport Network is a closed network. Only Motorola supplied equipment, applications and services can be used on the network. Ethernet Switch The Enterprise Ethernet Switch(LAN Switch) is used to aggregate all the Ethernet interfaces for all servers, clients, and routers. To meet system availability requirements, the LAN Switch is a chassis based device with redundant power supplies, redundant CPUs and redundant port cards. The LAN switch has a Network Management system to provide proactive fault management. Cooperative WAN Routing The Motorola Cooperative WAN Routing (CWR) solution allows core and exit routers to interface directly with site and interzone links through a simple, reliable, and passive relay panel. This allows a direct interface to the sites, exit routers, and other zone master sites. Motorola Confidential Restricted City of Fort Worth TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-26 The core and exit routers are cond in pairs to provide path redundancy for audio and control packets. With CWR, the routers work to control an external relay panel to switch a group of 12 non-redundant TI/El links between the two routers. One router is always considered as the "Active"router and the other router is considered as the "Inactive" router. Each router is provisioned with two 12-port T1/E1 modules, providing up to 24 T1/E1 link terminations per router pair. The CWR solution has the following advantages: ♦ Provides redundant router failover capabilities Allows for easier configuration, testing, and maintenance ♦ Requires less downtime during upgrades Core Routers The Core Routers route all control, audio, data and network management traffic in and out of the Zone, while maintaining the short delays required by real-time voice systems. To increase availability, redundant Core Routers are used. If the path through the primary router is lost, the redundant router takes over. One-to-one Core Router redundancy increases system availability. The number of core routers depends upon the number of channels in the zone. Gateway Routers Gateway Routers are used for devices that are multicasting beyond their local LAN. In ASTRO 25, all of the functions of the Data and Control routers are established within a single pair of Gateway Routers. The functionality includes providing a single access point for each host to access the Core and Exit Routers and to isolate multicast traffic from the various hosts they are servicing. Exit Routers Exit Routers are routers that handle Inter-Zone links. The Exit Router uses Frame Relay to talk to other Zones via the WAN Switch, which acts as a Frame Relay server. To increase availability, redundant Exit Routers are used. All ASTRO 25 systems are equipped with Exit Routers. Zone Core Synchronization The synchronization used at the Zone Core will be Network Time Synchronization (Network Time Protocol (NTP). NTP will synchronize the clocks of all devices on network. The clock source for both types of synchronization will be a Stratum 1 source. The Stratum 1 source will be derived from the Global Positioning Satellite (GPS) system. This will require a GPS receiver to be located at the zone core. Motorola Confidential Restricted ® Use or disclosure of this proposal City ke Fort Worth,TX p posal is Project 25 IP Trund Radio system subject to the restrictions on the title page April 21,2010 System Description 1-27 0 1.6.1 .5 Network Security Equipment Motorola provides a suite of network security products and service in order to fulfill customer needs to prevent, detect, and respond to security incidents. Motorola's offering consists o£ ♦ Core Security management Server(CSMS) 1.6.1.5.1 Core Security Management Server The Core Security Management Server(CSMS) is the management entity for network security and is required for each system. The CSMS provides centralized user authentication for the network, and is the host server for Antivirus, Intrusion Management, and Firewall Management. The CSMS is required for each system. It consists of hardware and software components to ensure that only authorized users access the radio network system. The CSMS is required to safely enable use of system interfaces for remote service access and remote network management service. The CSMS functions as a user authentication server controlling access through dial-in terminal servers or service routers by maintaining individual user accounts and passwords for each authorized remote user. Access to the network is denied if users do not provide appropriate credentials. The CSMS also verifies that a remote computer, typically used by service and support personnel, meets qualifying criteria before connecting to the network by checking for the presence of antivirus software required to be installed on the remote computer. The CSMS performs the following functions: ♦ Administration of network antivirus software ♦ Authentication of service interface users to ensure secure remote access System Anti-Virus The radio network contains anti-virus protection for its Windows-based elements. Anti-virus protections are required in every system design, and provide a means to prevent, detect, and respond to virus attacks. The system's anti-virus elements include Anti-Virus Clients and an Anti-Virus Server. Motorola installs an anti-virus scanning client on each Windows-based computer that is supplied by Motorola, including, but not limited to, network management client workstations and dispatch console operator positions. The Anti-Virus Server manages the configuration of each client, receives and reports events and alarms, and distributes anti-virus definition updates to each client. The Anti-Virus Server resides on the Core Security Manager. ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-28 Service Interface Barrier The Service Interface Barrier ensures that only authorized individuals are allowed to remotely access the radio system. The Service Interface Barrier consists of an authentication server working in conjunction with the system's dial-up terminal servers and fixed link service routers. The Authentication Server maintains individual user accounts and passwords for each authorized remote user. It will also support the option to utilize RSA Secure ID tokens in the authentication process. The Authentication Server will terminate any attempted connection if the remote user does not present proper credentials. It can also verify that computers used by remote personnel meet qualifying criteria, such as the status of the anti-virus software. 1 .6.2 ASTRO 25 Repeater Sites The ASTRO 25 Repeater sites provide communications through repeaters for the subscriber units into and out of the ASTRO 25 Network. ASTRO 25 Repeater Site equipment is described in the following sections. 1.6.2.1 ASTRO 25 GTR 8000 Expandable Site Sub-system The ASTRO 25 GTR 8000 expandable site sub-system was designed for use in ASTRO 25 Repeater sites. The GTR 8000 expandable site sub-system is Motorola's Next Generation platform, in which Motorola has incorporated benefits such as: Software-based design ♦ Integrated design provides a smaller footprint at the site. ♦ Due to common hardware platform, fewer unique Field Replaceable Units (FRU) needed ♦ Front/top access design and minimized cabling reduces install and service labor. The site sub-system consists of a GCP 8000 Site Controller, up to six GTR 8000 Base Radios, a receive multicoupler, and a transmit combiner. Additional GTR 8000 expandable site sub-systems can be added to sites with more than six channels. The GCP 8000 site controller maintains the link and communication to the Zone Controller. It also controls the site's states (wide area trunking, site trunking, etc.), provides integrated voice and data control, manages call control functionality when in wide area trunking, and provides call processing functionality when in site trunking. With the addition of integrated voice and data the site controller will also manage data control for the site. The GCP 8000 will be shipped standard in a fully redundant configuration. The redundant GCP 8000 will communicate with the active one, at regular short intervals to detect any failures. If the active GCP 8000 should fail, the redundant GCP 8000 will pick up all current functionality and state information to maintain continuous Motorola Confidential Restricted ® Use or disclosure of this proposal City e Fort Worth,TX p posal is Project 25 IP Trunkd Radio system subject to the restrictions on the title page April 21,2010 System Description 1-29 operation of the site. If both GCP 8000s fail at the same time the site will revert to Failsoft operation. The GTR 8000 base radio is the supported station for ASTRO 25 Repeater sites. The base radios provide a modular, flexible design for today's communication systems and those of the future. The innovative design allows for upgrades within systems via hardware and/or software to avoid total infrastructure replacement. Through software options, the GTR 8000 can be cond as either an ASTRO 25 trunking radio or a High Performance Data radio, and can operate in a single site or a Simulcast site. Some of the functions of the GTR 8000 base radio include: Joins multicast groups for voice calls. Maintains a connection to a multicast group for duration of call. ♦ Routes inbound payload from the subscriber unit to zone core routers. ♦ Translates outbound payload from zone core routers to Common Air Interface (CAI) format. Through software options, the GTR 8000 can be cond as either an ASTRO 25 trunking radio or a High Performance Data radio,and can operate in a single site or a Simulcast site. 1.6.2.2 Remote Site Router The site router provides a F1exWAN interface that handles all of the IP Network Management traffic to and from the Master site for the Remote Site. The Site Routers provide the following function for the NM packets: ♦ Media conversion—the router converts the l OMB Ethernet LAN packets to IP packets encapsulated in Frame Relay on a(FlexWAN). ♦ Traffic prioritization—the router applies the correct prioritization marking to the packets leaving the site. ♦ Fragmentation—the router fragments large IP packets per standards. The Remote Site Router used with its Network Management provides proactively managed system as well as a means of receiving and reporting failure alarms. 1.6.2.3 Site LAN Switch The remote site LAN Switch performs two main functions at the remote site. The switch provides a LAN interface for the Site RF stations and a LAN port for the site router. The switch also provides a port for interfacing the MOSCAD network. The service technicians using CSS software use a switch port to gain access at the site to service the site and also access the system's Graphical User interfaces to maintain the system. Dynamic Host Configuration Protocol (DHCP) service allows the technician with a properly cond Windows PC to connect to the LAN at the site. The site router Motorola Confidential Restricted ® Use or disclosure of this proposal is City Fort Worth,System TX Project 25 IP Trunke subject to the restrictions on the title page d Radi o System April 21,2010 System Description 1-30 will assign the Windows PC an IP address that will allow the PC access to the ASTRO 25 network. 1.6.2.4 GTR 8000 Expandable Site Sub-System The GTR 8000 expandable site sub-system is used in ASTRO 25 Site Repeater remote site configurations operating in the UHF 435—524 MHz, 700 MHz, and 800 MHz frequency bands. It forwards digital voice and data from the comparator to the transmitter and forwards digital voice and data from the receiver to the comparator. 1 .6.3 ISSI.1 Network Gateway Subsystem The proposed ASTRO®25 trunked network incorporates ISSI.I. The ISSI.I Network Gateway(NGW) supports basic call services including ISSI Group Call, and ISSI Emergency Call. The ISSI.I NGW uses a simple mapping function to essentially translate the TalkGroup IDs from one system to another. This avoids the need to coordinate fleetmaps. The City of Fort Worth can simply set aside available Talkgroups without having to worry about coordinating exact Talkgroup numbering schemes. ♦ Connects Disparate Systems—enabling talkgroups from differing System IDs, WACN IDs, different P25 system vintages, RF bands, manufacturers and coverage areas to be connected. ♦ Enable Task Force Interoperability—First and second level responders can be securely and digitally connected together across multiple systems and vast coverage areas. This versatility will undoubtedly become a vital tool in responding most effectively to unpredictable or unusual projects, events and disasters. ♦ Permit multiple P25 ISSI enabled networks to interconnect—networks from other Project 25 trunked manufacturers can be connected together in a regional network interoperability solution. ♦ Provide connected roaming without modifying subscribers—enabling wireline connectivity without requiring software upgrade to the subscriber devices to enable roaming. ♦ Retain individual system and fleetmap autonomy—preserves the User Configuration Server databases on each system enabling operational autonomy among the connected systems and fleetmaps. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-31 1.6.3.1 Features and Services Description 1.6.3.1.1 Call Services Support Table Table 1-5: Call Services Support supported Call Services . .. ISSI Group Registration Yes Yes ISSI Group Tracking Yes Yes ISSI Group Call Yes Yes ISSI Emergency Group Call Yes Yes Manual Inter-System Roaming Yes No 1.6.3.2 ISSI Group Registration The ISSI.1 NGW operating on a Local system as the Home RF Subsystem (RFSS), supports ISSI Group Registration, allowing another RFSS to register interest in a Talkgroup Home to the Local system. This means that any calls from other systems to that talkgroup will be enabled on the Local system. 1.6.3.3 ISSI Group Tracking ISSI Group Tracking is an underlying group call capability which basically ensures that the system maintains the association between the radio users and the Talkgroup to which they are currently affiliated and operating. 1.6.3.4 ISSI Group Call The ISSI Group call refers to a group call service which is enabled across ISSI gateways operating between trunked systems. Because of the potentially longer delay to enable the voice to travel across a WAN. between the systems, the delay specification for the ISSI Group Call is longer than a typical intra-system Project 25 Group voice call by 100 to 200ms. An ISSI Group Call operating between two ASTRO 25 systems using ISSI.1 gateways has different operational characteristics such as requiring manual roaming, multiple points of configuration, some unusual conditions caused by a behavior called "Collide and Divide"and no Emergency Alert. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-32 1.6.3.5 ISSI Emergency Call ISSI Emergency Call is initiated by pressing the emergency button on the radio unit. This action changes the call by setting the emergency bit in the protocol which then shows up as an emergency call to all of the other radios and consoles affiliated to the call. All radios and consoles must be cond properly to support Emergency services. The ISSI Emergency Call is substantially different in that it does not support the preceding Emergency Alert function. 1.6.3.6 Connected Inter-System Manual Roaming Roaming can be achieved between two connected systems through manual roaming procedures. This is done by configuring groups in the subscriber that are allowed on the connected system. When the user is geographically located in the coverage of the connected system, they can then manually change the selected Talkgroup on the subscriber to one of the talkgroups that are allowed in the connected system. The two systems can then con the talkgroups used in both systems to interwork through the ISSI.1 NGW, allowing the user to communicate from the roamed system to his/her home system. 1.6.3.7 PTT ID and Alias Behavior Each Talkgroup cond in the gateway is associated with a"Mapped Talkgroup ID". When a call is initiated from the peer RF Subsystem(RFSS), the Gateway translates the request to a call request on the corresponding Home Talkgroup from the Mapped Talkgroup Unit ID (MTUI). The subscribers then see the PTT ID or alias of the MTUI for all call requests originated from the peer RFSS. This allows the ends user to recognize the MTI or alias and know that the call was originated from the peer RFSS. All call requests originated within the same RFSS will continue to show the PTT ID or alias of the originating subscriber. 1.6.3.8 Mapped Talkgroup Unit IN and Mapped Talkgroup Unit Aliases The ISSI.1 NGW Solution enables group voice interoperability between disparate trunked networks. The ISSI.1 NGW maps talkgroups (TG) from a Local ASTRO 25 System to a TG on a connected trunked network, or Foreign System. The ISSI.1 NGW does this by configuring the local zone controller to see an ISSI.1 NGW as an RF site and then programming one Local TG ID and one Mapped TG Unit ID (MTUI) into the ISSI.1 NGW, as well as a Foreign TG ID, for every Talkgroup mapped between the two networks. TG mappings can be uploaded to the ISSI.l NGW. To a subscriber unit on the local system, calls received from the foreign system will have a different experience than calls received from a user on the local system. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-33 However, the native experience when a local user receives a call from another local user will be the same even if the TG they are affiliated to is mapped in the ISSI.1 NGW. When a user initiates a call from the connected Trunked network on the Foreign Talkgroup mapped in the ISSI.1 NGW, an ASTRO 25 user will receive that call,but it will appear as if that call was initiated by the MTUI that is associated with that TG ID that the ASTRO 25 user is currently affiliated to. 1.6.3.9 Availability Monitoring The ISSI.1 NGW supports the availability monitoring procedure. At this time, this procedure has been proposed as an extension of the ISSI standard. This procedure allows the ISSI.1 NGW to periodically poll the peer RFSS to ensure communications paths are established. If this procedure is enabled in the gateway, the ISSI.1 NGW will perform this procedure with the peer gateway. If the availability monitoring procedure is not successful, the ISSI.1 NGW will enter Site Trunking and report a fault for the peer RFSS link. This state will remain until the procedure is able to complete successfully, at which time the ISSL 1 NGW will return to Wide-Area Trunking. 1 .6.4 Limitations of the ISSI.1 Network Gateway 1.6.4.1 Interrupt Handling It is recommended that interrupt handling be disabled for talkgroups used by the ISSI.1 gateway. This gateway treats each call request from the ASTRO 25 system with the same priority. If an interrupt occurs from the same system as the transmitter, the ISSI.1 NGW will end the existing transmission and start a new transmission from the new audio source. However, if an interrupt occurs from the peer system that is the same or lower priority the ISSI.1 NGW will continue sourcing its existing transmission and deny the new interrupt request. This will result in a Collide and Divide scenario where the two systems are hearing different audio sources. This scenario applies to all non-emergency calls, even if a console is the interrupting source. The exception to this scenario is an emergency request. If an emergency request is received, the ISSI.I NGW will always forward this request to the ASTRO 25 network regardless of whether it is currently sourcing a call or not. 1.6.4.2 Busy Handling If a subscriber unit initiates a call in the City of Fort Worth ASTRO 25 system. The call will be granted by City of Fort Worth ASTRO 25 system as soon as resources are available. The call will also be sent to ISSI.1 NGW. When the ISSI.I NGW in the Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-34 City of Dallas ASTRO 25 system receives the call, if no resources are available in the sites needed to start the call, call will be busied out by the City of Dallas ASTRO 25 system. In such a situation there will not be any feedback to City of Fort Worth ASTRO 25 system that this busy occurred. Furthermore, the call will have already been granted in City of Fort Worth ASTRO 25 and the unit initiating the call will begin sourcing audio. This audio will be dropped by the ISSI.1 NGW in City of Dallas ASTRO 25 system until resources become available and the call is granted in City of Dallas ASTRO 25 system. When the call is granted, City of Dallas ASTRO 25 system will start sourcing audio on a talkgroup in that system. 1.6.4.3 No Console Priority The ISSI.1 Network Gateway Application does not support Console Priority across the interface,potentially resulting in some awkward and unfamiliar radio behaviors. Again, users will need to be trained to learn to adapt and work around these limitations during certain situations. Customers are recommended to have a console operator on either side of the ISSI.1 Network Gateway. 1.6.4.4 Collide and Divide The ISSI.1 Network Gateway Application uses the site link, rather than the zone link. This allows for easy installation but affects call processing robustness. This type of link will allow for a"Collide and Divide" situation to happen. A"Collide and Divide" situation will result in two separate calls being setup when users on an interoperability TalkGroup happen to key up in the same 500ms window of time. This phenomina should occur only a small percentage the time between systems using ISSI.1. The behavior was readily identifiable and users were able to provide specific operational recommendations to minimize its impact. Some recommendations include: Console dispatchers should monitor ISSI.1 talk groups on both sides of the ISSI.1 Network Gateway. ♦ Users should receive formal radio etiquette training such as identifying themselves before communicating. ♦ Users should be trained on this condition so they understand that it might occur. 1 .6.4.5 Console Multi-Select (MSEL) and Patch Usage Patch and Multi-Select (MSEL) allow a console operator to communicate with multiple talkgroups simultaneously. It also provides the ability to achieve RF efficiencies by combining multiple talkgroups on a single RF channel. The ISSI.1 Network Gateway does not support the regrouping aspect of patch and MSEL. Each talkgroup that is cond in the gateway should also be cond in the console as non- Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 System Description 1-35 regroupable. In the event that an operator chooses to patch or MSEL a talkgroup that is cond in the gateway, the ASTRO system will create a separate call for that talkgroup and the audio will be patched through the console to the other members of the patch/MSEL call. Additionally, if there are any subscriber units affiliated to the gateway talkgroup, they will use a separate RF channel for the patch/MSEL call. Motorola Confidential Restricted ® Use or disclosure of this proposal is Project 25 IP Trunke City Fort Worth,d Radio System m subject to the restrictions on the title page April 21,2010 System Description 1-36 Section 2. Equipment List System Qty Nomenclature Description T LE MTN 1 NPI_000343 SQM01SUM0199-MASTER SITE CONFIGULE MTN 1 CA01428A6 ADD: ZC/NM HW 24 SITES OR LESS LE MTN 1 CA01429A6 ADD: REDUNDANT ZC HW 24 SITE OR LES GLE MTN 1 NPI_000345 CA01606AA-ADD: DUAL COMMON PLATFO EAGLE MTN 1 CA01471 AA ADD:WINDOWS SUPPLEMENTAL TRANS CON EAGLE MTN 1 QA01205AA ENH:ASTRO 25 WITH IV&D EAGLE MTN 2 CA01209AB ENH: ASTRO 25 IV&D SITE EAGLE MTN 1 CA01223AA ADD: HIGH AVAILABILITY ZC LICENSE EAGLE MTN 1 NPI_000353 CA01593AA-BASELINE BACK UP EAGLE MTN 4 CA01208AA ENH: 500 RADIO USER LICENSES EAGLE MTN 1 Z13AG ENH: UNIFIED NETWORK CONFIGURATOR EAGLE MTN 1 Z802AF ENH: USER CONFIGURATION MANAGER(UC EAGLE MTN 1 CA01224AB ENH: UNIFIED EVENT MANAGER(UEM) EAGLE MTN 1 D52AJ ENH: ZONEWATCH EAGLE MTN 1 DA00148AG ENH: ZONE HISTORICAL REPORTS EAGLE MTN 1 ZA00149AD ENH: DYNAMIC REPORTS EAGLE MTN 1 Z801 AM ENH: RADIO CONTROL MANAGER EAGLE MTN 1 ZA00151AG ENH:AFFILIATION USER REPORTS EAGLE MTN 1 D999AL ENH: SECURITY PARTITIONING EAGLE MTN 1 CA00965AA ENH: CHANNEL PARTITIONING EAGLE MTN 1 CA01395AA ADD: 700/800 MIXED SITE OPERATION EAGLE MTN 1 DLN6692 HP LASERJET PRINTER CP3525DN 110V EAGLE MTN 1 DDN9629 CERTIFIED NETWORK MANAGEMENT ASTRO EAGLE MTN 1 NPI_000301 ASTRO 7.9 CLIENT APPLICATION SOFTWA EAGLE MTN 1 DS019BLK 19" LCD, BLACK, NON-TOUCH EAGLE MTN 1 DDN9657 CRYSTAL REPORTS 2008 (VISTA COMPAT SHOP 1 NPI_000302 RUBY ROUTER SHOP 1 NPI_000303 ADD: Base Router w/T1 module Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-1 Nomenclature Description System Qty SHOP 1 CLN1836 2610-24 ETHERNET SWITCH SHOP 1 DLN6692 HP LASERJET PRINTER CP3525DN 110V SHOP 1 DDN9629 CERTIFIED NETWORK MANAGEMENT ASTRO SHOP 1 NPI_000301 ASTRO 7.9 CLIENT APPLICATION SOFTWA SHOP 1 DS019BLK 19" LCD, BLACK, NON-TOUCH SHOP 1 DDN9657 CRYSTAL REPORTS 2008 (VISTA COMPAT EAGLE MTN 1 DDN9182 CERTIFIED CORE SECURITY MANAGEMENT EAGLE MTN 1 T7401 CSMS SUPPLEMENTARY DISK A7.1.1 EAGLE MTN 11 D NN9607 SYMANTEC ANTI VIRUS 10.2.1 CORP ED EAGLE MTN 1 TT1969 RSA AUTH. MGMT V. 6.1 WITH 25 CLIEN EAGLE MTN 1 TT04523AA ADD: RSA ACE SERVER MAINTENANCE FOR EAGLE MTN 5 DDN8653 RSA 5 YEAR HARD TOKEN EAGLE MTN 1 TT2022 LX4000T 8 PORT TERMINAL SERVER EAGLE MTN 11 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG EAGLE MTN 1 DSTRAK91009 REMOTE SITE CONFIG AC POWER EAGLE MTN 1 DSTRAK91111 FOUR PORT T1 FRAMED AND CLOCK TELEC EAGLE MTN 500 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER EAGLE MTN 4 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 EAGLE MTN 1 SQM0JSUM0189 SRC7500 SWG - R OUTING CENTER EAGLE MTN 1 CA01420AA ADD: DUAL CORE LAN 1-24 SITES EAGLE MTN 1 CA01344AA ADD: DUAL GATEWAY ROUTERS AEB IF EAGLE MTN 1 CA01425AA ADD: RED CORE ROUTER 1-24 SITES CWR EAGLE MTN 1 CA01354AA ADD: DUAL LINK 1 PAIR CWR EAGLE MTN 1 T7380 CO-OP WAN ROUTER RELAY PANEL EAGLE MTN 1 DVN4046 MASTER SYSTEM KEY PACKAGE FOR THE A EAGLE MTN 1 SQM01SUM0191 ISS1.1 NETWORK GATEWAY EAGLE MTN 1 t754 ADD: ISSIA SOFTWARE EAGLE MTN 1 AA ADD: ONE ISSI.1 GATEWAY APPLICATION EAGLE MTN 1 302 RUBY ROUTER . EAGLE MTN 1 303 ADD: Base Router w/T1 module EAGLE MTN 1 0 SSG140 FIREWALL W/2 YEARS SUPPORT EAGLE MTN 1 CLN1836 2610-24 ETHERNET SWITCH EAGLE MTN 1 NPI_000302 RUBY ROUTER EAGLE MTN 1 NPI_000303 ADD: Base Router w/T1 module DALLAS 1 T7541 ADD: ISSI.1 SOFTWARE DALLAS 1 CA01406AA I ADD: ONE ISSI.1 GATEWAY APPLICATION Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-2 System Qty Nomenclature Description DALLAS 1 NPI_000302 RUBY ROUTER DALLAS 1 NPI_000303 ADD: Base Router w1T1 module DALLAS 1 NPI_000302 RUBY ROUTER DALLAS 1 NPI_000303 ADD: Base Router w/T1 module DALLAS 1 TRN7343 SEVEN AND A HALF FOOT RACK DALLAS 1 DSOP820B POWER DIST. UNIT SURGE PROTECT 120V EAGLE MTN 1 B1842BB CENTRACOM GOLD AMBASSADOR ELECTRONI EAGLE MTN 1 X758AA ADD: SPARES,AMBASSADOR ELECTRONICS EAGLE MTN 1 CA00126AA ADD: SOFTWARE LICENSE,ASTRO 25 TRU EAGLE MTN 1 K762BD EHN: EXTENDED WARRANTY, 2 CARD CAGE EAGLE MTN 7 K994AJ ADD: MODULE, AMBASSADOR EAGLE MTN 4 K994AJ ADD: MODULE,AMBASSADOR EAGLE MTN 1 X762AB ADD: INTERFACE,ZONE CONTROLLER(TW EAGLE MTN 2 81896 MGEG WITH CPU, 120 CLEAR CALL CAPAB EAGLE MTN 2 CA00169AA ADD: ASTRO 25 IMBE CAPABILITY EAGLE MTN 1 TRN7343 SEVEN AND A HALF FOOT RACK EAGLE MTN 1 RLN5342 DRIIVE RAILS, 0113990606 EAGLE MTN 1 RLN5343A AC POWER SUPPLY, 0113990B07 EAGLE MTN 1 RLN5344 DUAL IDE CABLW, 0113990B08 EAGLE MTN 1 RLN5345 FILLER PANEL, 0113990609 EAGLE MTN 1 RLN5352 REAR FAN FRU, 0113990B16 EAGLE MTN 1 RLN5353A BOTTOM TRAY FAN, 0113990B17 EAGLE MTN 1 RLN5354 TRANSITION MODULE EE EAGLE MTN 1 BLN1273 VC/SC TRANSITION CARD FRU (POST A6. EAGLE MTN 1 TRN7343 SEVEN AND A HALF FOOT RACK EAGLE MTN 1 TRN7343 SEVEN AND A HALF FOOT RACK EAGLE MTN 5 TRN7343 SEVEN AND A HALF FOOT RACK EAGLE MTN 10 DSOP820B POWER DIST. UNIT SURGE PROTECT 120V EAGLE MTN 10 DS1101378 RACK MOUNTING PLATE ADAPTER, DSOP8 EAGLE MTN 1 DDN8325 17" LCD DRAWER W/KEYBOARD&MOUSE, EAGLE MTN 16 DQKVMCABLE15FT 15 FT KVM CABLE-26-15-51213 ALT_PSAP 2 81840 CENTRACOM GOLD INTERFACE MODULE FOR ALT_PSAP 1 81827 CENTRACOM GOLD SOFTWARE LICENSE MAN ALT_PSAP 2 X597AE ADD: SOFTWARE LICENSE, CONVENTIONAL ALT_PSAP 50 L1705 CLE: 1/2" LDF HELIAX POLY JKT PE ALT PSAP 2 DDN9385 N FEMALE POSITIVE STOP CO Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-3 System Qty Nomenclature • • ALT_PSAP 1 DSDSXL DC BLOCK, HIGH POWER 700 TO 220OMHZ ALT_PSAP 1 DSGSAKITD GROUND STRAP KIT- DIN ALT_PSAP 100 L1702 CABLE: 1/2"SUPERFLEX POLY JKT PER ALT_PSAP 2 CDN6579 1/2"TYPE N MALE PLATED CONNECTOR ALT_PSAP 3 TDN6673 1/2"CABLE GROUND CLAMP KIT ALT_PSAP 1 J DSL4SGRIP SUPPORT HOIST GRIP 1/2" LDF ALT_PSAP 1 TDN6670 CABLE TIES NYLON (1 EA= 1 BAG = 50 ALT_PSAP 1 TDF6481 ANTENNA 800 OMNI NFE UNITY GAIN, 80 ALT_PSAP 50 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PE ALT_PSAP 2 DDN9385 1/2"TYPE N FEMALE POSITIVE STOP CO ALT_PSAP 1 DSDSXL DC BLOCK, HIGH POWER 700 TO 220OMHZ ALT_PSAP 1 DSGSAKITD GROUND STRAP KIT- DIN ALT_PSAP 100 L1702 CABLE: 1/2" SUPERFLEX POLY JKT PER ALT_PSAP 2 1 CDN6579 1/2"TYPE N MALE PLATED CONNECTOR ALT_PSAP 3 TDN6673 1/2" CABLE GROUND CLAMP KIT ALT_PSAP 1 DSL4SGRIP SUPPORT HOIST GRIP 1/2" LDF ALT_PSAP 1 TDN6670 CABLE TIES NYLON (1 EA= 1 BAG =50 ALT_PSAP 1 TDF6481 ANTENNA 800 OMNI NFE UNITY GAIN, 80 Burnett PI 2 NPI_000302 RUBY ROUTER Burnett PI 2 NPI_000303 ADD: Base Router w/T1 module Burnett PI 1 T7054 GTR 8000 EXPANDABLE SITE SUB-SYSTEM Burnett PI 1 CA00855AA ADD: 700/800 MHZ MID POWER Burnett PI 1 X306AC ADD: QTY(6)GTR 8000 BASE RADIOS Burnett PI 6 X591AE ENH:ASTRO 25 SITE REPEATER SW Burnett PI 1 CA00862AA ADD: SITE&CABINET RMC W/CAPABILIT Burnett PI 1 CA00879AA ADD: PRIMARY 6 PORT CAVITY COMBINER Burnett PI 1 CA00883AA ADD: 800 MHZ TX FILTER W/PMU Burnett PI 2 CA00303AA ADD: QTY(1)SITE CONTROLLER Burnett PI 2 X591AF ENH: ASTRO 25 SITE REPEATER SITE CO Burnett PI 1 X882AH ADD: 7.5 FT OPEN RACK, 48RU Burnett PI 1 CA00881AA ADD : 700 MHz+ 800 MHz DIPLEXER w/PMU Burnett PI 1 TRN7343 SEVEN AND A HALF FOOT RACK Burnett PI 3 DSOP820B POWER DIST. UNIT SURGE PROTECT 120V Burnett PI 3 DS1101378 RACK MOUNTING PLATE ADAPTER, DSOP8 Burnett PI 2 DSTSJ100BT EIGHT WIRE PROTECTION MODULE WITH R Burnett PI 1 DSTSJADP HORIZONTAL RACK BUS BAR FOR TSJ AND is Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-4 System Qty Nomenclature Description Burnett PI 1 NPI_000302 RUBY ROUTER Burnett PI 1 NPI_000303 ADD: Base Router w/T1 module Burnett PI 1 DLN6566 FRU: GTR 8000 TRANSCEIVER 700/800 M Burnett PI 1 DLN6567 FRU: GTR 8000 PA 700/800 MHZ Burnett PI 1 DLN6634 FRU: 700/800 MHZ SITE LNA Burnett PI 1 DLN1306 FRU: 700/800 MHZ CABINET LNA Burnett PI 1 DLN6569 FRU: GCP 8000/GCM 8000 Burnett PI 1 DLN6568 FRU: GTR 8000/GCP 8000 POWER SUPPLY Burnett PI 1 DLN6455R CONFIGURATION/SERVICE SOFTWARE Burnett PI 1 DSAPXIMAX808 240/120 1 PHASE TYPE 1 NEMA 4X Burnett PI 1 DSAPXIMAX808MM 240/120 VAC 1 PHASE TYPE 2 NEMA 4X EAGLE MTN 1 DSAPXIMAX809 208/120 3 PHASE TYPE 1 NEMA 4X EAGLE MTN 1 DSAPXIMAX809MM 208/120 3 PHASE TYPE 2 NEMA 4X 160K Burnett PI 1 DSNN200120612A UPS, NFINITY 20KVA/16KW, 7 MIN RUN EAGLE MTN 2 DSCPX1101986 16 PORT DATA PROTECTION DEVICE FOR Bolt Stree 2 DSCPX1101986 16 PORT DATA PROTECTION DEVICE FOR ALT_PSAP 1 L20URS9PW1 N 10-35W 762-87OMHZ XTL 5000 CONSOLET ALT_PSAP 1 G806 ENH: IMBE ASTRO DIGITAL CAI OP ALT_PSAP 1 G361 ENH:ASTRO PROJECT 25 TRUNKING SOFT ALT_PSAP 1 G51 ENH: 3600 SMARTZONE OPERATION ALT_PSAP 1 G80 ADD: W7 HW SETUP CONSOLETTE ALT_PSAP 1 G400 ENH: 1 YEAR REPAIR SERVICE ADVANTAG ALT_PSAP 1 G799 ADD: PRINTED TEST RESULTS ALT_PSAP 1 L146 ADD: TONE REMOTE CONTROL XTL 5000 ALT_PSAP 1 TRN7466 MOUNTING BRACKET EIA 19 INCH ALT_PSAP 1 L20URS9PW1 N 10-35W 762-87OMHZ XTL 5000 CONSOLET ALT_PSAP 1 G806 ENH: IMBE ASTRO DIGITAL CAI OP ALT_PSAP 1 G361 ENH: ASTRO PROJECT 25 TRUNKING SOFT ALT_PSAP 1 G51 ENH: 3600 SMARTZONE OPERATION ALT_PSAP 1 G80 ADD: W7 HW SETUP CONSOLETTE ALT_PSAP 1 G400 ENH: 1 YEAR REPAIR SERVICE ADVANTAG ALT_PSAP 1 G799 ADD: PRINTED TEST RESULTS ALT_PSAP 1 L146 ADD: TONE REMOTE CONTROL XTL 5000 ALT_PSAP 1 TRN7466 MOUNTING BRACKET EIA 19 INCH Burnett PI 1 T7054 GTR 8000 EXPANDABLE SITE SUB-SYSTEM Burnett PI 1 CA00855AA ADD: 700/800 MHZ MID POWER Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-5 System Qty Nomenclature • • Burnett PI 1 X304AE ADD: QTY(4)GTR 8000 BASE RADIOS Burnett PI 1 X591AE ENH:ASTRO 25 SITE REPEATER SW Burnett PI 1 CA00861AA ADD: CABINET RMC W/CAPABILITY OF 6 Burnett PI 1 CA00879AA ADD: PRIMARY 6 PORT CAVITY COMBINER Burnett PI 1 CA00882AA ADD: 700 MHZ TX FILTER W/PMU Burnett PI 1 CA00303AA ADD: QTY(1)SITE CONTROLLER Burnett PI 1 X591AF ENH: ASTRO 25 SITE REPEATER SITE CO Burnett PI 1 X882AH ADD: 7.5 FT OPEN RACK, 48RU Burnett PI 15 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PE Burnett PI 2 DSL4TDMPS 1/2" 7- 16 DIN MALE POSITIVE STOP Burnett PI 2 TDN9289 CABLE WRAP WEATHERPROOFING Burnett PI 250 L1713 CABLE: 1-1/4" LDF HELIAX POLY JKT P Burnett PI 1 TT05071AA ADD:1-1/4"7-16 DIN FEMALE, POSITIV Burnett PI 1 TT04970AA ADD: CONNECTOR ATTACHMENT FEE FOR L Burnett PI 1 DSL6TDFPS 1-1/4"7-16 DIN FEMALE POSITIVE STO Burnett PI 6 TDN7547 1-1/4"CABLE GROUND CLAMP KIT Burnett PI 2 DSL6SGRIP 1-1/4"SUPPORT HOIST GRIP Burnett PI 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700 MHz-2 Burnett PI 1 DSGSAKITD GROUND STRAP KIT- DIN Burnett PI 50 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PE Burnett PI 1 DDN9386 1/2"TYPE N MALE POSITIVE STOP CONN Burnett PI 1 DSL4TDMPS 1/2"7- 16 DIN MALE POSITIVE STOP Burnett PI 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN &TY Burnett PI 15 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE Burnett PI 1 DDN9386 1/2"TYPE N MALE POSITIVE STOP CONN Burnett PI 1 DSL4TDMPS 1/2"7- 16 DIN MALE POSITIVE STOP Burnett PI 5 TDN9289 CABLE WRAP WEATHERPROOFING Burnett PI 5 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PE Burnett PI 2 DDN9386 1/2"TYPE N MALE POSITIVE STOP CONN Burnett PI 250 L3323 CABLE: 7/8"AVA HELIAX POLY JKT PER Burnett PI 1 TT05176AA ADD: 7/8"TYPE N FEMALE POSITIVE ST Burnett PI 1 TT04969AA ADD: CONNECTOR ATTACHMENT FEE FOR A Burnett PI 1 DDN9498 7/8"TYPE N FEMALE POSITIVE STOP C Burnett PI 6 TDN6674 5/8"-7/8"CABLE GROUND CLAMP KIT Burnett PI 2 DSLSSGRIP 7/8"SUPPORT HOIST GRIP Burnett PI 250 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PE Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-6 System Qty Nomenclature • • Burnett PI 1 TT05061AA ADD: 1/2"TYPE N MALE POSITIVE STOP Burnett PI 1 TT04967AA ADD: CONNECTOR ATTACHMENT LDF4 ANTE Burnett PI 1 DDN9385 1/2"TYPE N FEMALE POSITIVE STOP CO Burnett PI 6 TDN6673 1/2"CABLE GROUND CLAMP KIT Burnett PI 2 DSL4SGRIP SUPPORT HOIST GRIP 1/2" LDF Burnett PI 1 DSDASITYNMNF0IS DAS-HY-NMNF-01S-800-2500MHZ, RJ45 Burnett PI 50 L1700 CABLE: 1/4" SUPERFLEX POLY JKT PER Burnett PI 2 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 Burnett PI 50 L1702 CABLE: 1/2"SUPERFLEX POLY JKT PER Burnett PI 2 CDN6579 1/2"TYPE N MALE PLATED CONNECTOR Burnett PI 1 DS42883H01TA TTA, COMPACT AUTO QUAD 792-824 MHZ Burnett PI 1 DS42883H01 MA 16-PORT RX MULTICOUPLER DECK FOR Burnett PI 2 DSSC412HF2LDFE5608 COLLINEAR OMNI ANTENNA, 11.5 DBD GA Burnett PI 4 DSCLAMP006C SINGLE CLAMP FOR SC281/SC381 ANTENNA Burnett PI 1 DSCGXZ36NMNFA 400-120OMHZ+36 VOLT(CGXZ+36NMNF-A) Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Equipment List 2-7 Section 3. Statement of Work 3.1 Implementation Overview Motorola is proposing an ASTRO 25 IP-based trunked radio system for the City of Fort Worth. Our proposal includes a Master site at Eagle Mountain, six channel 800 MHz and four channel 700 MHz ASTRO 25 Repeater Subsystems (ASR)at Burnett Plaza and ISSI interface to the NCTCOG Project 25 trunked radio system. We have also proposed interfacing the existing Bolt Street Dispatch and Gold Elite consoles to the new Master site. The System Description discusses the design in further detail. Our proposal provides the City of Fort Worth with a robust Project 25 compliant communications system as well as a framework for citywide migration. The system design is scalable, with inherent capability for expansion and enhanced coverage. Our solution also provides interoperability both within the City of Fort Worth between legacy and proposed ASTRO 25 systems via the Gold Elite Gateway and with the City of Dallas and NCTCOG via ISSI. We have designed the system assuming implementation in 2010. Should there be changes to the design or assumed timeline,Motorola will revise our proposal to reflect these changes and subsequent costs. The City of Fort Worth is in the process of implementing a new remote CEB at TCCCD Dispatch as part of another project, which will utilize a point-to-point microwave site link to connect to the Ambassador Electronics Bank(AEB) at Bolt Street. The proposed design requires that the TCCCD Dispatch remote CEB connect to the new AEB co-located with the Master site at Eagle Mountain. The City is responsible for funding, rerouting the existing link if possible or providing a new site link for this CEB. We have included ISSI equipment in our proposal for the City's new ASTRO 25 trunked radio system to be located at the Eagle Mountain site. Per the City's request, we have also included equipment and software to upgrade the pending NCTCOG ISSI to be located at the City of Dallas. Our services for this proposal also include installation of a new single rack at the Dawson site. Please note however that it is the City of Fort Worth's responsibility to work with the City of Dallas and NCTCOG to facilitate system interconnection, fund and provide all required site links, system configuration, programming, operational testing, interagency agreements and Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-1 coordination. Additionally,both agencies are responsible for providing electrical, backup power, site link interconnectivity, space and R56 compliance at Dawson for the ISSI equipment. Should the Cities require additional support or services beyond installation, configuration and testing of new equipment, these may be acquired via change order to the contract. For the Burnett Plaza site location, we assume the City of Fort Worth and their preferred subcontractor will provide all electrical services, associated equipment, space and wiring required to support the proposed equipment. Our equipment list includes new Type 1, 2, and 3 surge protectors as well a UPS with bypass switch used to back-up the equipment contained in this proposal. The City of Fort Worth must install, wire and interface these devices to existing electrical systems in the building as well as provide any additional electrical equipment required. These items include installing Type 1 and Type 2 building surge protectors and bypass switch and connecting to existing electrical systems per R56 Standards and Guidelines for Communications sites. The City must hardwire and install the new UPS unit,bypass switch and provide UPS electrical panels on the existing Generator and wire accordingly. The City must install all new Type 3 surge suppressors into racks and wired to individual 20Amp breakers in the new City provided UPS electrical breaker panels. We are not proposing new Project 25 capable subscribers or flash upgrades to existing radios to provide this capability as part of this project. The City is responsible for providing radios capable of operating on the proposed radio system. The following sections provide a description of the work breakdown structure associated with the main elements of the project as well as an indication of Motorola and City of Fort Worth responsibilities. This is a preliminary Statement of Work based on our proposed design and will be revised(as necessary)throughout the development of the scope of the project. 3.2 Contract 3.2.1 Contract Award The City of Fort Worth and Motorola execute the contract and both parties receive all the necessary documentation. 3.2.2 Contract Administration Motorola Responsibilities: ♦ Assign a Project Manager, as the single point of contact with authority to make project decisions. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-2 ♦ Assign resources necessary for project implementation. ♦ Set up the project in the Motorola information system. ♦ Schedule the project kick-off meeting with the City of Fort Worth. City of Fort Worth Responsibilities: ♦ Assign a single point of contact(SPOC)responsible for City of Fort Worth signed approvals. ♦ Assign other resources necessary to ensure completion of project tasks for which the City of Fort Worth is responsible. Completion Criteria: ♦ Motorola internal processes are set up for project management. ♦ Both Motorola and the City of Fort Worth assign all required resources. ♦ Project kickoff meeting is scheduled. 3.2.3 Project Kickoff Motorola Responsibilities: ♦ Conduct a project kickoff meeting. ♦ Ensure key project team participants attend the meeting. ♦ Introduce all project participants attending the meeting. ♦ Review the roles of the project participants to identify communication flows and decision-making authority between project participants. ♦ Review the overall project scope and objectives with the City of Fort Worth. ♦ Review the resource and scheduling requirements with the City of Fort Worth. ♦ Review the Project Schedule with the City of Fort Worth to address upcoming milestones and/or events. ♦ Review the teams' interactions (Motorola and the City of Fort Worth), meetings, reports, milestone acceptance, and the City of Fort Worth's participation in particular phases. City of Fort Worth Responsibilities: ♦ The City of Fort Worth's key project team participants attend the meeting. ♦ Review Motorola and City of Fort Worth responsibilities. Completion Criteria: ♦ Project kick-off meeting completed. ♦ Meeting notes identify the next action items. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-3 3.3 Contract Design Review (CDR) 3.3.1 Review Contract Design Motorola Responsibilities: ♦ Meet with the City of Fort Worth project team. ♦ Review and confirm the operational requirements and the impact of those requirements on various equipment configurations. ♦ Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. ♦ Review the System Design, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. ♦ Submit design documents (at the meeting and throughout the project) to the City of Fort Worth for approval. These documents form the basis of the system, which Motorola will manufacture, assemble, stage, and install. ♦ Prepare equipment layout plans for staging. ♦ Provide minimum acceptable performance specifications for microwave, fiber, or copper links. ♦ Establish demarcation points to define the connections between the Motorola- supplied equipment and the City of Fort Worth-supplied link(s) and external interfaces. Work with the City of Fort Worth to identify radio interference between the new communication system and other existing radio systems, if interference exists. Restrictions: ♦ Motorola assumes no liability or responsibility for inadequate frequency availability or frequency licensing issues. Motorola is not responsible for issues outside of its immediate control. Such issues include, but are not restricted to, improper frequency coordination by others and non-compliant operation of other radios. ♦ Motorola is not responsible for co-channel interference due to errors in frequency coordination by APCO or any other unlisted frequencies, or the improper design, installation, or operation of systems installed or operated by others. ♦ If, for any reason, any of the proposed sites cannot be utilized due to reasons beyond Motorola's control, the costs associated with site changes or delays including, but not limited to, re-engineering, frequency re-licensing, site zoning, site permitting, schedule delays, site abnormalities, re-mobilization, etc., will be paid for by the City of Fort Worth and documented through the change order process. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-4 City of Fort Worth Responsibilities: ♦ The City of Fort Worth's key project team participants attend the meeting. ♦ Make timely decisions, according to the Project Schedule. ♦ Frequency Licensing and Interference: • As mandated by FCC, the City of Fort Worth, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system staging. This responsibility includes paying for FCC licensing and frequency coordination fees. • Provide the FCC "call sign" station identifier for each site prior to system staging. • The City is responsible for providing six additional 800 MHz and four additional 700 MHz frequency pairs that fit within the proposed antenna combining systems and provide adequate isolation from existing channels. This information will be required prior to ordering equipment. The City must procure and license these channels by the final established date in the project schedule for frequency acquisition. Should the City desire to reuse frequencies, it will be their responsibility to relicense these at the new site. Completion Criteria: ♦ Complete Design Documentation, which may include updated System Description, Statement of Work, Equipment List, system drawings, or other documents applicable to the project. ♦ Incorporate any deviations from the proposed system into the contract documents accordingly. ♦ The system design is "frozen,"in preparation for subsequent project phases such as Order Processing and Manufacturing. ♦ A Change Order is executed in accordance with all material changes resulting from the Design Review. 3.3.2 Design Approval ♦ Motorola and the City of Fort Worth execute a Design Approval milestone document. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-5 3.4 Order Processing 3.4.1 Process Equipment List Motorola Responsibilities: ♦ Validate Equipment List by checking for valid model numbers, versions, compatible options to main equipment, and delivery data. ♦ Enter order into Motorola's Customer Order Fulfillment(COF) system. ♦ Create Ship Views, to confirm with the City of Fort Worth the secure storage location(s)to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. ♦ Create equipment orders. ♦ Reconcile the equipment list(s)to the Contract. ♦ Procure third-party equipment if applicable. City of Fort Worth Responsibilities: ♦ Approve shipping location(s). Complete and provide Tax Certificate information verifying tax status of shipping location. Completion Criteria: ♦ Order bridged to the manufacturing facility. ♦ Resulting Factory Orders generated, indicating anticipated ship dates. 3.5 Manufacturing and Staging 3.5.1 Manufacture Motorola Fixed Network Equipment Motorola Responsibilities: ♦ Manufacture the Fixed Network Equipment (FNE) based on equipment order. City of Fort Worth Responsibilities: ♦ None Completion Criteria: ♦ FNE shipped to either the field or the staging facility. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-6 3.5.2 Manufacture Motorola Consolettes Motorola Responsibilities: ♦ Manufacture the consolettes based on equipment order and project schedule. City of Fort Worth Responsibilities: ♦ None Completion Criteria: ♦ Subscribers (consolettes) shipped to the field. 3.5.3 Manufacture Non-Motorola Equipment Motorola Responsibilities: ♦ Manufacture non-Motorola(third party suppliers) equipment necessary for the system based on equipment order. City of Fort Worth Responsibilities: ♦ None Completion Criteria: ♦ Ship non-Motorola manufactured equipment to the field and/or the staging facility. 3.5.4 Develop Fleetmap — Alternate PSAP Consolettes The term"Fleetmap" is generically used to describe the programming parameters that are used to tailor the functionality of the system to specific customer's use-cases. Items such as dispatch functionality are reviewed and configuration parameters are determined. Motorola Responsibilities: ♦ Schedule meetings with City of Fort Worth representatives. ♦ Provide details on the features and functionality of the system. ♦ Work with the City of Fort Worth and obtain approval of the fleetmap. ♦ Program the Alternate PSAP Consolettes based on the fleetmap. ♦ Any changes requested by the City of Fort Worth, after approval of fleetmap and template definitions, will require a review of the impact to project cost and schedule and updating the contract documents accordingly. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-7 City of Fort Worth Responsibilities: ♦ Assign a single point of contact to serve as the interface to Motorola regarding Fleetmap development. ♦ Assist in the completion of the initial fleetmapping process prior to staging of the system. Completion Criteria: ♦ Fleetmap requirements completed and approved by the City of Fort Worth. The Alternate PSAP consolettes will be programmed to operate with a subset of preprogrammed talkgroups on the proposed new ASTRO 25 trunked radio system. These consolettes will allow dispatchers at Alternate PSAP to monitor audio on a selected ASTRO talkgroup. As such, fleetmapping, template and programming activities will be limited to providing this functionality. 3.5.5 Develop Consolette Radio Templates Motorola Responsibilities: ♦ Motorola will define radio programming templates for the two consolettes at Alternate PSAP to provide the functionality described above. ♦ Program the approved templates into a radio-programming template tool. Is ♦ Program consolettes with approved templates and deliver for the City of Fort Worth evaluation. City of Fort Worth Responsibilities: ♦ Single point of contact approves spreadsheet templates prior to programming of sample test radios. ♦ Approve templates Completion Criteria: ♦ Templates completed and approved by the City of Fort Worth. 3.5.6 Ship to Staging Ship all equipment needed for staging to Motorola's factory staging facility (CCSi). Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-8 3.5.7 Stage System Motorola Responsibilities: Set up and rack the system equipment on a site-by-site basis, as it will be configured in the field at each of the dispatch and transmitter/receiver sites. Floor- space layouts will be used at CCSi to mimic the layout of each site. ♦ Cut cables to length according to the floor-space layout documentation. ♦ Label the cables with to/from information to specify interconnection for field installation and future servicing needs. ♦ Complete the cabling/connecting of all system components. ♦ Assemble required subsystems(Dispatch, RF, System Management and Control) to assure system functionality. ♦ Power up,program, and test all staged equipment. ♦ Confirm system configuration and software compatibility. ♦ Complete programming, configuration and optimization of the Fixed Network Equipment. ♦ Program the approved templates into a radio-programming template tool. ♦ Complete programming of consolettes. ♦ Inventory the equipment with serial numbers and installation references. ♦ Complete system documentation. ♦ Perform end-to-end functional acceptance testing. City of Fort Worth Responsibilities: ♦ Provide information on room layouts or other information necessary for the assembly to meet field conditions. ♦ Review and approve proposed equipment rack and floor layouts. ♦ Review and approve proposed interfaces to City of Fort Worth-provided sub- systems (i.e. new dispatch consoles and remote site communications link). ♦ Review and approve the proposed CCSi functional acceptance test plan. Completion Criteria: ♦ System staging completed and ready for testing. 3.5.8 Perform Staging Acceptance Test Procedure Motorola Responsibilities: Test and validate system software and features. ♦ Functional testing of standard system features. Conduct site and system level testing. ♦ Power-up site equipment and perform standardized functionality tests. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-9 ♦ Perform system burn-in 24 hours a day during staging to isolate and capture any defects. ♦ Perform City of Fort Worth-witnessed tests based upon Factory Acceptance Test Plan. City of Fort Worth Responsibilities: ♦ Attend Factory Acceptance Testing ♦ Pay for travel, lodging, meals, and all incidental expenses for City of Fort Worth personnel and representatives to witness the Factory Acceptance Testing. Completion Criteria: ♦ Approve CCSi functional acceptance test. 3.5.9 Ship Equipment to Field Motorola Responsibilities: ♦ Pack system for shipment to final destination. ♦ Arrange for shipment to the field. City of Fort Worth Responsibilities: ♦ Coordinate with Motorola to determine the logistics receiving and unloading equipment at City of Fort Worth facilities (e.g. identifying the need for lift-gates or forklifts to assist unloading if the City of Fort Worth cannot provide). Completion Criteria: ♦ Equipment ready for shipment to the field. 3.5.10 CCSi Ship Acceptance ♦ All equipment shipped to the field. ♦ All equipment inventoried, verified received. 3.6 Civil Work And Site Improvements The term "civil work"generically describes the activities required to prepare facilities for the installation of the proposed equipment. Such activities can include structural modifications to provide the amount of space to accommodate the new equipment; expansion of existing AC or DC power systems; improvement of existing grounding systems; expansion of existing HVAC systems. Specific site development activities are determined through a series of onsite visits in order to determine the extent of Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-10 civil work required to accommodate the system. Motorola and the City of Fort Worth conducted site visits throughout the development of this proposal. General and site- specific development responsibilities are described below. 3.6.1 General Site Development Responsibilities Motorola Responsibilities: ♦ Provide detailed requirements regarding space, electrical, heat load, surge protection, grounding, HVAC etc. for the new equipment to be installed at all City locations. ♦ Ground and bond new Motorola provided equipment at proposed sites. ♦ Provide specific site improvements at sites as described in 2.6.2 below per R56 Standards and Guidelines for Communications Sites. City of Fort Worth Responsibilities: ♦ Secure site lease/ownership,zoning,permits, regulatory approvals, and easements,power, and telecommunications connections. ♦ Perform tower mapping and structural analyses of proposed tower sites. Note: This proposal includes structural analysis services for Burnett Plaza rooftop only but not tower mapping. This proposal does not include any costs to perform structural reinforcements or modifications to the existing towers. ♦ Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for trucks to deliver materials under their own power and for personnel to move materials to the facility without assistance from special equipment unless otherwise noted prior to equipment shipment. ♦ Design and construct(or modify) facilities for housing communications equipment such as shelters, towers, generators, fuel tanks, fenced compounds, etc. ♦ Supply adequately sized main electrical service, backup power(UPS, generator, batteries, etc.). Motorola has included a single UPS for Burnett Plaza to be installed by the City of Fort Worth. ♦ Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (accommodating existing and new equipment) based upon Motorola's R56 Standards and Guidelines for Communication Sites. Note: the proposed system consists of 7-1/2" equipment racks. This requires a minimum ceiling height of 9 ft. and minimum cable tray height of 8 ft. ♦ Provide floor space and desk space for all equipment per floor-space layouts determined during the design review. Each rack shall be provided a minimum of 24" x 24" footprint with 36 inches clearance in the front and back. ♦ Relocate existing equipment, if needed, to provide required space for the installation of Motorola-supplied equipment. ♦ Bring grounding system up to Motorola's R56 Standards and Guidelines for Communication Sites and supply a single point system ground, of 5 ohms or less, Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-11 to be used on all Motorola-supplied equipment. Supply grounding tie point within 10'of the Motorola-supplied equipment. Note: Motorola can provide a quote for R56 upgrades after doing site audits, if the city desires. ♦ Provide all necessary wall or roof penetrations for antenna system coax and inter- equipment cabling. ♦ Provide obstruction-free pathways for cable runs between demarcation points and Motorola-supplied equipment. ♦ Supply interior building cable trays,raceways, conduits, and wire supports. ♦ Responsible for all environmental aspects of City-provided facilities. ♦ Resolve environmental or hazardous material issues. Provide Motorola notice to proceed when facilities are prepared for installation. ♦ Arrange for space on the tower for installation of new antennas at the proposed heights. ♦ Provide structural modifications to the tower if deemed necessary based on the tower mapping and structural analysis. ♦ Complete all City of Fort Worth deliverables in accordance within the approved project schedule. Completion Criteria: ♦ All sites are ready for equipment installations in compliance with Motorola's R56 Standards and Guidelines for Communication Sites. 3.6.2 Site-Specific Site Development Responsibilities 3.6.2.1 Eagle Mountain Master Site Motorola Responsibilities: ♦ Engineering Services for site drawings and regulatory approvals. ♦ Prepare site construction drawings, showing the layout of various new and existing site components. ♦ Conduct site walks to collect pertinent information from the sites (e.g., location of Telco, power, existing facilities etc.). ♦ Prepare an exhibit sketch of the site to communicate to the property owner the proposed space and planned development at the particular site location. ♦ Prepare record drawings of the site showing the as-built information. ♦ Research permit requirements (building, utility) for the construction work at the site, and determine if the permits are required. If a permit is required, the Motorola shall obtain the necessary permit forms and complete the necessary information on behalf of the Customer. ♦ Submit the completed application forms, to the local jurisdiction and apply for applicable permits. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-12 ♦ Provide one-time mobilization costs for the construction crews. Any remobilization due to interruptions/delays that are out of Motorola's control will result in additional costs. City of Fort Worth Responsibilities: ♦ Zoning and local permitting services ♦ As applicable, coordinate,prepare, submit and pay for all required permits and inspections for the work that is the Customer's responsibility. ♦ Review and approve site design drawings within seven calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be required, the Customer shall review and approve the re-submitted plans within seven calendar days from the date of submittal. ♦ Pay for application fees, taxes and recurring payments for lease/ownership of the property. ♦ Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. ♦ Secure clear and unencumbered title, Memorandum of Understanding(MOU) or Lease Agreement with the property owner. ♦ Provide existing as-built drawings of the site and site components to Motorola for conducting site engineering. ♦ Provide a right of entry letter from the site owner for Motorola to conduct field investigations. ♦ Provide space, HVAC, backup power(UPS and generator), grounding, lighting, fire suppression and cabling facilities for the equipment room per Motorola's R56 specifications. ♦ Confirm that there is adequate utility service to support the new equipment and ancillary equipment. ♦ Confirm that the existing generator is sufficient to support the new equipment and ancillary equipment loads. ♦ Supply required UPS Power to support the additional proposed equipment. This uninterruptible power source shall be adequate to back-up all radio equipment as well as future equipment growth. ♦ Provide support and entry facilities for the cables (cable ladder/chase-way, entry ports etc.)between the proposed equipment locations. Assumptions: ♦ No prevailing wage, certified payroll, mandatory union workers or mandatory minority workers are required for this work. ♦ All work is assumed to be done during normal business hours as dictated by time zone (Monday thru Friday - 7:30 a.m. - 5:00 p.m.). ♦ Site has adequate electrical service for the new shelter and tower. Utility transformer, transformer upgrades, line or pole extensions have not been included. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-13 Pricing has been based on National codes such IBC or BOCA. Local codes or jurisdictional requirements have not been considered in this proposal. A maximum of 30 days will be required for obtaining approved building permits from time of submission and a maximum of 60 days will be required for zoning approvals from time of submittal. ♦ The existing ground system at the site is sufficient to achieve resistance of 10 ohms or less. ♦ AM detuning or Electro-magnetic emission studies will not be required. ♦ The site has adequate utility service to support the proposed equipment loading. Utility transformer upgrades or step-up or down transformers will not be required. ♦ Alarming at existing sites will be limited to new component installations and will have to be discussed and agreed to on a site-by-site basis. ♦ The site will have adequate room for installation of proposed equipment,based on applicable codes and Motorola's Standards and Guidelines for Communications Sites (R56, revision 09/01/2005). ♦ The existing utility service and backup power facilities (UPS, generators)have sufficient extra capacity to support the proposed new equipment load. ♦ The floor can support the proposed new loading. Physical or structural improvements to the existing room will not be required. Completion Criteria Site development completed and approved by City of Fort Worth. Site Specific Tasks: Responsibility Task Site Provide adequate space, backup power, Eagle Mountain City of Fort Worth electrical facilities, grounding, HVAC for compliance to R56. Architectural & Engineering Services: Eagle Mountain Motorola Construction& Record Drawings Permit Preparation Zoning& Permitting Eagle Mountain City of Fort Worth Install Type 1 surge protector on load Eagle Mountain Motorola site of Automatic Transfer Switch (ATS) Install Type 2 on electrical service side Eagle Mountain Motorola of ATS Install 10 Type 3, 8-outlet surge Eagle Mountain Motorola protector in equipment racks and wire to individual 20 Amp breakers in existing City electrical panels within 35' Install 20 Amp breakers in existing City Eagle Mountain Motorola electrical panels and wire to simplex outlets located within 35' Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-14 Task Site Responsibility Install two GPS Antenna systems for Eagle Mountain Motorola network time synchronization Provide Construction Supervision Eagle Mountain Motorola 3.6.2.2 Burnett Plaza ASR Sites Motorola Responsibilities: ♦ Engineering Services for site drawings and regulatory approvals. ♦ Existing tower to be used for antennas-567'Rooftop. ♦ Prepare site construction drawings, showing the layout of various new and existing site components. ♦ Conduct site walks to collect pertinent information from the sites (e.g., location of Telco,power, existing facilities etc.). ♦ Prepare an exhibit sketch of the site to communicate to the property owner the proposed lease space and planned development at the particular site location. ♦ Prepare record drawings of the site showing the as-built information. ♦ Perform National Environmental Policy Act(NEPA) Threshold Screening including limited literature and records search and brief reporting, as necessary to identify sensitive natural and cultural features referenced in 47 Code of Federal Regulations (CFR) Chapter 1, subsection 1.1307 that may be potentially impacted by the proposed construction activity. This does not include the additional field investigations to document site conditions if it is determined that the proposed communication facility "may have a significant environmental impact"and thus require additional documentation, submittals or work. ♦ Provide a structural engineering analysis for antenna support structure, if necessary, to support the proposed the proposed equipment loads. ♦ Research permit requirements (building, utility and construction permits) for the construction of the proposed site, and determine if the permits are required. If a permit is required, the Motorola shall obtain the necessary permit forms and complete the necessary information on behalf of the Customer. ♦ Submit the completed application forms to the local jurisdiction and apply for applicable permits. ♦ Provide one-time mobilization costs for the construction crews. Any remobilization due to interruptions/delays that are out of Motorola's control will result in additional costs. City of Fort Worth Responsibilities: ♦ Site Acquisition services ♦ Zoning and local permitting services ♦ Provide EME plans for the site to comply with FCC requirements prior to starting tower work. ♦ Assist Motorola with permitting for sites as owner/lessee. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-15 ♦ As applicable, coordinate, prepare, submit and pay for all required permits and inspections for the work that is the Customer's responsibility. Review and approve site design drawings within seven calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be required, the Customer shall review and approve the re-submitted plans within seven calendar days from the date of submittal. Pay for application fees,taxes and recurring payments for lease/ownership of the property. Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. ♦ Secure clear and unencumbered title, Memorandum of Understanding (MOU) or Lease Agreement with the property owner. ♦ Provide property deed or lease agreement, along with existing as-built drawings of the site and site components to Motorola for conducting site engineering. ♦ Provide a right of entry letter from the site owner for Motorola to conduct field investigations. ♦ Arrange for space on the structure for installation of new antennas at the proposed heights on designated existing antenna mounting structures. Perform any required structural modifications to antenna mounting structures required to support proposed equipment. ♦ Provide as-built structural and foundation drawings of the structure and site location(s)along with geotechnical report(s) for Motorola to conduct a structural analysis. ♦ Provide support facilities for the antenna cables (cable ladder, entry ports, waveguide bridge) from the antenna to the equipment room. ♦ Provide space, HVAC, backup power(generator), outlets, grounding, lighting, fire suppression and cabling facilities for the equipment room per Motorola's R56 specifications. ♦ Confirm that there is adequate utility service to support the new equipment and ancillary equipment. ♦ Confirm that the existing generator is sufficient to support the new equipment and ancillary equipment loads. ♦ If required, remove or relocate any existing facilities, equipment and utilities to create space for new site facilities and equipment. ♦ If required, provide any physical improvements (walls, roofing, flooring,painting etc.) necessary to house the equipment in the existing room. Assumptions: ♦ No prevailing wage, certified payroll, mandatory union workers or mandatory minority workers are required for this work. All work is assumed to be done during normal business hours as dictated by time zone (Monday thru Friday - 7:30 a.m. - 5:00 p.m.). Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-16 ♦ All utility installations shall be coordinated and paid for by the site owner and located at jointly agreed to location within or around the new communications shelter or equipment room. ♦ Site has adequate electrical service for the new equipment. Utility transformer, transformer upgrades or line extensions have not been included. ♦ Pricing has been based on National codes such IBC or BOCA. Local codes or jurisdictional requirements have not been considered in this proposal. ♦ Site is being constructed at a location where hazardous materials are not present. Testing and removal of hazardous materials encountered during site investigations or construction will be the responsibility of the Customer. ♦ A maximum of 30 days will be required for obtaining approved building permits from time of submission and a maximum of 60 days will be required for zoning approvals from time of submittal. ♦ If extremely harsh or difficult weather conditions exist that delay the site work for more than a week,Motorola will seek excusable delays rather than risk job site safety. ♦ Existing facility has an adequate ground system with a ground resistance of 10 ohms or less. ♦ Existing antenna support structures is structurally capable of supporting the new antenna, cables and ancillary equipment proposed and will not need to be removed or rebuilt at the existing site. The tower or supporting structure meets all applicable EIA/TIA-222 structural, foundation, ice, wind and twist and sway requirements. Motorola has not included any cost for structural or foundation upgrades to the antenna support structure. ♦ Existing cable support facilities from the antenna to the cable entry port can be used for supporting the new antenna cables. ♦ Extensive documentation(balloon tests, photo simulations, expert testimony etc.) to support zoning effort for existing structures is not required. ♦ Alarming at existing sites will be limited to new component installations and will have to be discussed and agreed to on a site-by-site basis. ♦ The site will have adequate room for installation of proposed equipment based on applicable codes and Motorola's Standards and Guidelines for Communications Sites (R56, revision 09/01/2005). ♦ The existing utility service has sufficient extra capacity to support the proposed new equipment load. ♦ A clear obstruction-free access exists from the antenna location to the equipment room. ♦ The Customer does not desire upgrade of the existing site to meet the requirements of R56 - 2005 version. ♦ The floor can support the proposed new loading. Physical or structural improvements to the existing room will not be required. Completion Criteria ♦ Site development completed and approved by City of Ft. Worth. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-17 Site Specific Tasks Responsibility Task Site Provide adequate space, backup power, Burnett Plaza City of Fort Worth electrical facilities, grounding, HVAC for compliance to R56. Architectural & Engineering Services: Burnett Plaza Motorola Construction & Record Drawings Permit Preparation for Rooftop site NEPA compliance/FCC checklist Structural Analysis for Rooftop Zoning& Permitting Burnett Plaza City of Fort Worth Install ASR Antenna Systems: Burnett Plaza Motorola Four Antennas with side arms Two Tower Top Preamplifiers 500'each of Transmit, Receive&Test transmission lines Sweep antenna lines Ground and Bond Supply and install 200A UPS breaker Burnett Plaza City of Fort Worth panels with capacity for at least 32 circuits Supply and install 32 20A single pole Burnett Plaza City of Fort Worth breakers in the distribution panels and wire to outlets located on an average within 35 cable feet Supply and install one 200A circuit breaker Burnett Plaza City of Fort Worth in the main electric panel to feed the Uninterruptible Power Supply(UPS) system proposed for the new equipment Install Type 1 surge protector on load site Burnett Plaza City of Fort Worth of Automatic Transfer Switch (ATS) Install Type 2 on electrical service side of Burnett Plaza City of Fort Worth ATS Install new UPS equipment, maintenance Burnett Plaza City of Fort Worth bypass switch and wire output to UPS breaker panels Install (4)Type 3 8-outlet surge protectors Burnett Plaza City of Fort Worth in equipment racks and wire to individual 20 Amp breakers in UPS distribution panel within 35' Provide Construction Supervision Burnett Plaza Motorola Provide electrical services, electrical Burnett Plaza City of Fort Worth panels, wire, grounding etc. to install Motorola provided UPS, surge protectors and equipment Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21.2010 Statement of Work 3-18 3.6.2.3 Other Proposed Sites Responsibility Task Site Provide adequate space, backup power, Dawson City of Fort Worth, City of electrical facilities, grounding, HVAC for Dallas and NCTCOG compliance to R56. (If required)Architectural& Engineering Dawson City of Fort Worth, City of Services: Dallas and NCTCOG Construction& Record Drawings Permit Preparation Zoning & Permitting Dawson City of Fort Worth (If required) Provide and install Type 1 Dawson City of Fort Worth, City of surge protector on load site of Automatic Dallas and NCTCOG Transfer Switch (ATS) (If required) Provide and install Type 2 Dawson City of Fort Worth, City of on electrical service side of ATS Dallas and NCTCOG Install Type 3, 8-outlet surge protector in Dawson City of Fort Worth, City of equipment rack and wire to individual 20 Dallas and NCTCOG Amp breakers in City electrical panels within 35' Install 20 Amp breakers in City electrical Dawson City of Fort Worth, City of panels and wire to simplex outlets Dallas and NCTCOG located within 35' Install new electrical service, breaker Dawson City of Fort Worth, City of panels and wiring if necessary Dallas and NCTCOG Provide Construction Supervision Dawson Motorola Responsibility Task Site Provide adequate space, backup power, Bolt Street City of Fort Worth electrical facilities, grounding, HVAC for compliance to R56. Zoning& Permitting Bolt Street City of Fort Worth Provide adequate space, backup power, Alternate PSAP City of Fort Worth electrical facilities, grounding, HVAC for compliance to R56. Provide cable routing facilities, roof Alternate PSAP City of Fort Worth penetrations, mounting structures, conduits, hardware and grounding systems for two new consolette antenna systems Connect consolettes to existing or provide Alternate PSAP Motorola new rack mounted electrical circuits at this location Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-19 Responsibility Task Site Zoning& Permitting Alternate PSAP City of Fort Worth Provide adequate space, backup power, Radio Shop City of Fort Worth electrical facilities, grounding, HVAC for compliance to R56. Connect Network Management client to Radio Shop Motorola existing or provide new electrical outlet Zoning& Permitting Radio Shop City of Fort Worth 3.6.2.4 Network Transport Motorola Responsibilities ♦ Provide minimum requirements for T1 site links. Requirements are given in the table below. Parameter Measurement Value Bit Error Rate—BER 1 x 10 Stratum Level 2 or Better Max. Delay 5 milliseconds(ms) Availability 99.999% Line Coding 138ZS (bit 8 zero substitution) Signaling Clear Channel Compression None Framing ES (extended super frame) Pulse Amplitude 0 dBdsx (3.OV+/-0.3V or 6V P-P) Dry or Wet Dry, No voltage (-48 VDC or other) Present City of Fort Worth Responsibilities ♦ The City of Fort Worth is responsible for providing twenty-five(25) microwave based T1 links between the Eagle Mountain Water Treatment Master Site and the Bolt Street dispatch that meet Motorola site link specifications. ♦ The City of Fort Worth is responsible for providing two microwave-based T1 links between the Eagle Mountain Water Treatment Master Site and the Burnett Plaza Site Repeater RF Site that meet Motorola site link specifications. ♦ The City of Fort Worth is responsible for providing one T1 link between the Eagle Mountain Water Treatment Master Site and the City of Dallas Master Site location that meets Motorola site link specifications. ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-20 Required T1 links to be provided by the City of Fort Worth. Point A Point B Number of 77T1s Eagle Mountain Master Site Bolt Street Dispatch Site 25 Eagle Mountain Master Site Burnett Plaza RF Site 2 Eagle Mountain Master Site Dallas Master Site 1 Eagle Mountain Master Site City of Fort Worth Radio Shop 1 Total 28 3.7 System Installation 3.7.1 Install Fixed Network Equipment Motorola Responsibilities: ♦ Install system equipment as specified by the Equipment List,System Description, and system drawings. Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites. Installation at Burnett Plaza if required shall occur after hours. Clearly label installed equipment and breaker panels and Type 3 protectors with circuit numbers. Install all components of the system as designed and directed by Motorola and staged at CCSi. ♦ Install and Bolt racks to the equipment shelter floor appropriately. ♦ Install power cables from each piece of equipment to the Type 3 arrestors, or directly to the equipment in the case of the ESS stations. Install all equipment interconnect cables ♦ Ground all equipment to FNE specs (R56). ♦ Provide all required materials for installing, mounting, crimping, grounding and bonding all Motorola provided equipment as part of this proposal. ♦ Assist in programming, optimization, and other tasks as designated by the System Technologist during system implementation and cutover and resolve any outstanding punchlist items. City of Fort Worth Responsibilities: ♦ Provide adequate facilities per section 2.6 above to support proposed equipment in this project. Provide specific installation guidelines at Burnett Plaza and schedule with building owner. Provide storage for the Aledo ASR equipment until deployment. ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-21 i ♦ Remove or relocate existing equipment to make space for the new equipment or else decommission. Site Specific Tasks: Eagle Mountain Master Site: ♦ Install five 7.5' 19" equipment racks consisting of Master site equipment. ♦ Install two T1 surge protectors in equipment racks and CAT-5 jumpers between equipment and City provided site link demarcation. ♦ Install two GPS antenna systems to existing ice bridge. ♦ Install one Network Management client and interface to LAN switch. ♦ Install one ISSI Gateway, Firewall, Routers and Ethernet switch and provide CAT-5 jumpers between equipment and to City site link demarcation Burnett Plaza: ♦ Install three 7.5' 19" equipment racks consisting of ASR equipment. ♦ Install one T1 surge protector in equipment racks and CAT-5 jumpers between equipment and City provided site link demarcation. Dawson: ♦ Install one 7.5' 19" equipment rack consisting of ISSI equipment and provide CAT-5 jumpers between equipment and to City site link demarcation Bolt Street Dispatch: ♦ Install two T1 surge protectors into existing rack and install CAT-5 jumpers between equipment and City provided site link demarcation. ♦ Install prewired cables for AIMI connections in advance of Cutover ♦ After Cutover remove existing AEB and store at City of Fort Worth provided location. Alternate PSAP Dispatch: ♦ Install two BIM cards in existing CEB ♦ Install two XTL 5000 Consolettes in existing racks ♦ Connect consolettes to console Radio Shop: ♦ Install one Network Management Client ♦ Install one T1 surge suppressor and CAT-5 jumpers between equipment and City provided site link demarcation. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-22 3.7.1.1 Interference Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the City of Fort Worth system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. The proposed equipment will use 800 MHz frequencies. Motorola is not responsible for any interference related to the use of these frequencies; however will assist with the frequency coordination process. 3.7.2 System Installation Acceptance (Milestone) ♦ All equipment installations are complete and accepted by the City of Fort Worth. 3.8 System Optimization 3.8.1 Optimize System Fixed Network Equipment Motorola Responsibilities: ♦ Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. ♦ Check forward and reflected power for all radio equipment, after connection to the antenna systems, to verify that RF power is within tolerances. ♦ Motorola and its subcontractors optimize each subsystem. ♦ Check audio and data levels to verify factory settings. ♦ Verify communication interfaces between devices for proper operation. Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the design review and system staging. ♦ Install and integrate the Burnett RF site with the system, then optimize and activate the zone controller. Integrate the Bolt Street console and Burnett RF site into the system to ensure proper operation. Setup the Bolt Street console on the new radio system to perform the dispatching operation. City of Fort Worth Responsibilities: ♦ Provide access/escort to the sites ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-23 Completion Criteria: ♦ System Fixed Network Equipment optimization is complete. 3.8.2 T1 Link Verification Motorola Responsibilities: ♦ Perform test to verify dispatch and remote RF site T1 link performance,prior to the interconnection of the Motorola-supplied equipment to the T1 interface. City of Fort Worth Responsibilities: ♦ Make available the required T1 links that meet the specifications supplied by Motorola. Completion Criteria: ♦ Link verification successfully completed. 3.8.3 Optimization Complete ♦ System optimization is completed. Motorola and the City of Fort Worth agree that the equipment is ready for acceptance testing. 3.8.4 Proposal Assumptions Motorola has based the system design (and price) on information gathered from meetings with the City of Fort Worth, conducting site walks and an analysis of their existing system and requirements. All assumptions have been listed in this document for the City's review. Should Motorola's assumptions be deemed incorrect or not agreeable to the City of Fort Worth, a revised proposal with the necessary changes and adjusted costs will be required. Changes to the equipment or scope of the project after contract will require a change order. 3.9 Audit and Acceptance Testing 3.9.1 Perform R56 Audit Motorola Responsibilities: ♦ Perform R56 site-installation quality-audits, verifying proper physical installation and operational configurations. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-24 ♦ Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's R 56 Standards and Guidelines for Communication Sites. City of Fort Worth Responsibilities: ♦ Provide access/escort to the sites Completion Criteria: ♦ All R56 Standards and Guidelines for Communication Sites audits completed successfully. 3.9.2 Perform Functional Acceptance Testing Motorola Responsibilities: ♦ Provide the Functional Acceptance Test Plan scripts to the City of Fort Worth for review during Design Review to be finalized prior to conducting the tests. ♦ Conduct test scripts and verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. ♦ If any task as contractually described fails,repeat that particular task after Motorola determines that corrective action is complete. ♦ Document all issues that arise during the acceptance tests. ♦ Document the results of the acceptance tests and present to the City of Fort Worth for review. ♦ Resolve mutually agreed failures before Final System Acceptance. City of Fort Worth Responsibilities: ♦ Review test plan scripts and provide approval prior to test execution. ♦ Witness the functional testing Completion Criteria: ♦ Successful completion of the functional testing. ♦ City of Fort Worth approval of the functional testing. 3.9.3 System Functional Acceptance Test Complete ♦ City of Fort Worth approves the completion of the functional acceptance test. ♦ We are not providing a Coverage Acceptance Test(CATP) as part of this proposal. ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-25 3. 10 Subscriber Installation 3.10.1 Program Consolettes Motorola Responsibilities: ♦ Program consolettes and activate them on the system. ♦ Verify all features and functionalities of the consolette template. City of Fort Worth Responsibilities: ♦ Test and verify each feature selected during the design review process. ♦ Approve successful testing of each feature by initialing template configuration sheets as each feature is verified with a test unit. Completion Criteria: ♦ All consolettes are programmed and tested. 3.10.2 Subscribers Complete ♦ All subscribers are programmed and approved by the City of Fort Worth. 3. 11 Finalize 3.11 .1 Resolve Punchlist Motorola Responsibilities: ♦ Work with the City of Fort Worth to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. City of Fort Worth Responsibilities: ♦ Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: ♦ All punchlist items resolved and approved by the City of Fort Worth. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-26 3.11 .2 Finalize Documentation Motorola Responsibilities: ♦ We will provide three soft copies only of the final system manual, which will document the new equipment and systems in our proposal. Our documentation costs do not include updating any existing system manual documentation or providing hard printed copies. ♦ Documentation will be limited to the following: • Functional Acceptance Test Plan test sheets and results • Equipment Inventory List • ATP Test Checklists • System Block Diagrams • Rack Face Layouts • Console interconnectivity • Antenna Network Drawings for RF Sites • Site Block Diagrams City of Fort Worth Responsibilities: ♦ Receive and approve all documentation provided by Motorola. Completion Criteria: ♦ The documentation listed above has been delivered by Motorola and approved by the City of Fort Worth. 3.11 .3 Final Acceptance (Milestone) ♦ All deliverables completed, as contractually required. ♦ Final System Acceptance received from the City of Fort Worth. 3. 12 Project Administration 3.12.1 Project Status Meetings Motorola Responsibilities: ♦ The Motorola Project Manager, or designee, will attend all project status meetings with the City of Fort Worth, as determined during the design review. ♦ Record the meeting minutes and supply the report. ♦ The agenda will include the following: • Overall project status compared to the Project Schedule. • Product or service related issues that may affect the Project Schedule. Motorola Confidential Restricted City of Fort Worth,TX ® Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-27 ■ Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. ■ Any miscellaneous concerns of either the City of Fort Worth or Motorola. City of Fort Worth Responsibilities: ♦ Attend meetings ♦ Respond to issues in a timely manner Completion Criteria: ♦ Completion of the meetings and submission of meeting minutes. 3.12.2 Progress Milestone Submittal Motorola Responsibilities: ♦ Submit progress (non-payment) milestone completion certificate/documentation. City of Fort Worth Responsibilities: ♦ Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: ♦ The City of Fort Worth approval of the Milestone Completion document(s). 3.12.3 Change Order Process CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.12.4 Transition to Service/Project Transition Certificate Motorola Responsibilities: ♦ Review the items necessary for transitioning the project to warranty support and service. ♦ Provide a City of Fort Worth Support Plan detailing the warranty and post warranty support associated with the Contract equipment (a review of the Motorola Confidential Restricted City ® proposal of Fort Worth,TX Use or disclosure of this p posal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-28 proposed warranty support services, included in the price of this proposal is given in the paragraphs below). ♦ Execute the Project Transition Certificate indicating the transition from Final System Acceptance to Warranty and Support. City of Fort Worth Responsibilities: ♦ Participate in the project transition process. Completion Criteria: ♦ All service information has been delivered and approved by the City of Fort Worth. ♦ Project Transition Certificate has been executed. AOIL Motorola Confidential Restricted City f Fort Worth TX proposal p is ® Use or disclosure of this ro Y Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Statement of Work 3-29 i Section 4. Training Plan 4. 1 Perform Training Motorola Responsibilities: ♦ Finalize training schedules purchased as part of this project with the City of Fort Worth Project Manager. ♦ Conduct the training classes outlined in the Training Plan section of this document. ♦ Training will be performed onsite at City of Fort Worth provided facilities. City of Fort Worth Responsibilities: ♦ Provide training facilities ♦ Attend training classes ♦ Comply with the pre-requisites in the Training Plan. Completion Criteria: All training classes completed 4.1 .1 System Administrator Training Course Sessions . . Bridging the System 1 12 hours Self Paced; Prior to All Attendees Knowledge Gap Administrators 3 On-Line Classes (Self-paced; On- line) Course Synopsis: This seven-module course is designed to bring Technicians from different technical backgrounds and experience levels to a common starting point for the ASTRO 25 curriculum. This course provides seven modules from the basic concepts of radio communication systems and computer networking features, through the evolution that led to the ASTRO 25 trunking system's architecture. Networking for System 1 1 5 Ft. Worth, TX Prior to 3 Motorola Confidential Restricted City f Fort Wo Use or disclosure of this proposal is Y rth,TX subject to the restrictions on the title page Project 25 IP Trunked Radio System April 21,2010 Training Plan 4-1 Course Target Audience • of ASTRO 25 Administrators Attendees Systems Remaining (Instructor-led) Classes In-Field Only Course Synopsis: This course provides the technician with the necessary networking information required for understanding the network components installed in modem Motorola communications systems. The course includes familiarization with basic networking concepts and the networking components deployed in the ASTRO 25 System. ASTRO 25 IVBD T m 1 12 Hours On-line; Self- Prerequisite 3 System Overview istrators paced 1 for Radio (Self-paced System Online) Administrat Prerequisite 1 or Class Course Synopsis: [ASTRO he ASTRO 25 Integrated Voice and Data System Overview course is intended to provide an overview of the 25 System in order to familiarize the various audiences with the overall system capabilities, omponents,features,and benefits. ASTRO 25 IVBD System 1 12 Hours On-Line;Self- Prerequisite 3 System Administrators paced 2 for Radio Introduction to Network System Management Administrat Applications or Class (On-line;self-paced course) Prerequisite 2 Course Synopsis: This virtual, interactive course provides a high-level preview of the Motorola Radio System Management applications.This course is a prerequisite to the Radio System Administration workshop. ASTRO 25 IVBD System 1 5 Ft.Worth,TX Prior to Radio System Administrators 3 Administrator Managing Workshop (Instructor-led) Course Synopsis: This workshop covers administrator functions for an ASTRO 25 Integrated Voice and Data(IVBD)System. Learning activities in this document-based training course focus on how to use the different ASTRO 25 IVBD System Management applications. Participants will be provided with an opportunity to discuss how to structure their organization and personnel for optimal ASTRO 25 IVBD system use. ASTRO 25 IVBD Technician 1 4 Hours Ft.Worth, TX Self-paced; U to 12 ISSI.1 Network p Gateway Overview On-Line (Self-paced;On-line) Motorola Confidential Restricted ® Use or disclosure of this proposal City e Fort Worth,TX p posal is Project 25 IP Trunkd Radio System subject to the restrictions on the title page April 21,2010 Training Plan 4-2 Course • . Audience • of Duration Location 1. Sessions (days) • Course Synopsis The ASTRO®25 IV&D ISSI.1 Network Gateway Overview is a self study course intended to provide information related to the operation and functionality of, including the hardware and software associated with,the ISSIA Network Gateway.This course covers the ISS1.1 Network Gateway operation in detail, including tasks, operation,theory, and troubleshooting;while providing an overview of the installation and configuration of the ISSI Network Gateway components. 4.1 .2 Training Complete ♦ All training classes completed Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Training Plan 4-3 Section 5. Warranty and Maintenance Plan 5. 1 Overview Motorola has the most comprehensive service organization in the Land Mobile Industry. Since 1947, Motorola has been building a unique service team: national in scope, but local in its ability to respond to our customers' diverse needs. As product and systems complexity evolve, the Motorola Service Group responds with new service products and programs. This approach ensures the City of Ft. Forth that Motorola will remain at the cutting edge of service delivery and maintainability. 5.2 Warranty Service Program Review Using our remote monitoring and critical customer information management services, we can identify potential issues and resolve them before they cause critical outages. This ability ensures maximum uptime for the City's Digital Communications System. Our System Support Center, where the central services above originate, is TL-9000 and ISO-9001 certified. This means that when support services are needed,you can count on the issue to be resolved quickly and with the same quality of service every time. Motorola will provide a one-year warranty on the new equipment as part of this proposal. Existing or upgraded equipment will remain covered on a separate maintenance agreement. Through ongoing service agreements, Motorola will continue providing full maintenance services for the City's Communications System. The following services will be provided during the Warranty period and will continue if the City elects the same coverage during the maintenance periods. Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Warranty and Maintenance Plan 5-1 5.3 Enhanced System Support Enhanced System Support(ESS)provides the City of Fort Worth with a comprehensive set of services during the Communications System Agreement warranty period. The ESS program supplements the Motorola standard warranty to provide the County with critical services required for your complex, Mission Critical system. ESS is provided as an integral component of your radio communications system. Each of the services, included with ESS, is described in this section. 5.3.1 Dispatch Service The Call Center Operation at Motorola's TL-9000 certified System Support Center (SSC) is the City's single point of contact for service issues. Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. 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. 5.3.2 Technical Support The SSC is staffed with experienced and degreed technologists who have attained industry-standard networking certifications and technology specialization. With an average of 10 to 15 years of experience working with complex communications systems, the technologists work closely with Dispatch Operations and with local authorized field technicians to ensure rapid resolution and closure of all network issues. A phone call to the Call Center's toll-free phone number initiates an electronic customer service request(case) and begins the response process to the appropriate degree required. Technical Support is available 24-hours a day seven a week. 5.3.3 ASTRO 25 Network Security Service Network Security Monitoring includes the remote monitoring of the radio network as well as the management of the Motorola security elements on premise. Network Security Monitoring provides the City with a management partner to provide end-to- end watch and restoration of your system. The combined service of network monitoring and security monitoring provides all of the essential elements for rapid detection of security events, timely responses, and quick recovery. In the event a security incident threatens the radio network the Motorola Confidential Restricted ® Use or disclosure of this proposal is Project 25 IP Trunk City Fort Worth,ed Radio System m subject to the restrictions on the title page April 21,2010 Warranty and Maintenance Plan 5-2 Network Operations Center(NOC) and Security Operations Center(SOC) teams working together can quickly identify the security issue, engage the world's security community if need be, work to contain the threat and quickly begin remediation. Our NOC and SOC are collocated, have visibility to the same case data, have access to each other's escalation tiers, and are able to instantly share information to quickly identify and resolve issues. Additionally, our NOC and SOC teams have visibility to many systems worldwide as well as the world's security community. The combination gives a view greater than the sum of the individual views. The combined network and security monitoring service leverages that combined view and brings radio network expertise and security expertise to bear. This tight coupling of NOC and SOC capabilities and expertise ensures rapid event detection and incident response. It saves valuable time when time is of the essence. Highly trained SSC technologists employ specialized tools to continuously monitor security equipment in real-time collecting, detecting, and analyzing events and suspicious activity. Intervention occurs as necessary and often before a potential problem becomes apparent, even to end-users. Network Security Monitoring also includes preparedness features designed to keep the security elements fully up-to-date ensuring the latest security software upgrades are pre-tested and certified as described below. 5.3.3.1 Pre-Tested Software Subscription (PTSS) Commercial security software updates are often designed without RF systems in mind and can cause inadvertent harm to your radio network, disrupting mission- critical communications, and putting your first responders and citizens at risk. Motorola's Pre-Tested Software Subscription(PTSS) assures that commercial anti- virus definitions, operating system software patches, and Intrusion Detection Sensor signature files are compatible with your ASTRO 25 network and do not interfere with network functionality. Our expert network security technologists analyze,perform testing, and validate the latest security software updates in a dedicated test lab. We also provide continuous monitoring of updates to provide you regular electronic updates upon completion of successful testing. Motorola Confidential Restricted ® Use or disclosure of this proposal City ke Fort Worth,TX p posal is Project 25 IP Trund Radio system subject to the restrictions on the title page April 21,2010 Warranty and Maintenance Plan 5-3 5.3.4 OnSite Infrastructure Response Motorola OnSite Infrastructure Response provides local, trained, and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local service provider and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival complies with contracted response times. The field technician restores the system by performing first level troubleshooting on site. 5.3.5 Infrastructure Repair Infrastructure Repair with our Advanced Replacement upgrade during warranty supplements your spares inventory with Motorola's centralized inventory of critical equipment. In advance of Motorola repairing the malfunctioning unit, a replacement unit is sent to you within 24 hours to ensure a spare unit is available. Upon receipt of the malfunctioning unit, Motorola repairs the unit and replaces it in our centralized inventory. Infrastructure Repair service provides for the repair of all Motorola-manufactured equipment, as well as equipment from third-party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of-the-art, industry-standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. 5.3.6 Network Preventive Maintenance Network Preventative Maintenance provides an annual operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: Physically inspect equipment ♦ Remove dust and foreign substances Clean filters Measure, record, align, and adjust equipment to meet original manufacturer's specifications This service is performed based on a mutually agreed schedule. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. Motorola confidential Restricted ® Use or disclosure of this proposal is City Fort Worth,TX Project 25 IP Trunk subject to the restrictions on the title page ed Radio System April 21,2010 Warranty and Maintenance Plan 5-4 5.3.7 Software Subscription Agreement Motorola will provide a Software Subscription program in order to keep the City's system operating with current functionality and to prolong the useful life of the system. Under the Software Subscription program,Motorola will provide periodic bulletins that describe available System Releases. System Releases provide minor software performance improvements and bug fixes. As a subscriber to our Software Subscription program, the City may order any available System Release. One release will be provided without charge(excluding the cost of options not already part of your system)during the warranty period. Software coverage is only provided on the new equipment supplied with this upgrade. 5.3.8 System Audit A System Audit provides the technical resources to gather system configuration information during the warranty period. Depending on the specific requirements for the audit, information such as software versions, hardware versions, model and serial numbers, equipment distribution and system layout/architecture are gathered and retained by Motorola. Motorola will provide a copy of the audit data to the City. 5.3.9 Software Upgrade Design Software Upgrade Design includes design services for System Releases during the warranty period. Motorola will review system audit data along with an equipment list to ensure there will be no software incompatibilities between equipment that is not being upgraded versus equipment that is being upgraded with a System Release. Motorola will identify additional equipment and engineering, if required, as a result of the upgrade and will recommend a plan for installation. 5.3.10 Infrastructure Software Installation Our Infrastructure Software Installation provides the technical resources to install and activate one System Release during the warranty period. Software installation only provides coverage on the new equipment supplied with this upgrade. ® Motorola Confidential Restricted City of Fort Worth,TX Use or disclosure of this proposal is Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Warranty and Maintenance Plan 5-5 Section 6. Pricing Summary Full Scope HGAC Pricing City of Fort Worth Project •d •.dio System Rem Description HGAC Price ASTRO 25 Master Site Equipment Redundant Zone Controllers $1,026,694.61 Eagle Mountain Network Management Servers and Client Master site software licenses Network Routers and Switches Network Time Synchronization Racks and Surge Suppression Radio Shop Network Management Client ASTRO 25 Repeater Site Equipment 10 Channel GTR8000 Repeater Site $658,348.60 Burnett Plaza(10 Channel) Network Routers and Switches Transmit and Receive Antenna Systems Radio Frequency Distribution System Racks and Surge Suppression Backup Uninterruptible System(UPS)for ASR ASTRO 25 Gold Elite Gateway Equipment Redundant Motorola Gold Elite Gateway(MGEG) $387,250.25 Bolt/Eagle Mountain Ambassador Electronic Bank(AEB) ISSI Interface Equipment ISSI.1 Network Gateway and Software $220,299.13 Eagle Mountain to Dallas Master Network Routers and Switches ISSI.1 Software and Network Equipment for Dallas Motorola Confidential Restricted Use or disclosure of this proposal is City of Fort Worth,TX Project 25 IP Trunked Radio System subject to the restrictions on the title page April 21,2010 Pricing Summary 6-1 Alternate PSAP Dispatch Equipment Two Consolettes and Base Interface Modules BIM ( ) $39,179.94 Two Consollette Antenna Systems System Integration Project Management Included Systems Engineering and Systems Technologist CCSi Factory Staging Functional Acceptance Testing System Manual Documentation Enhanced System Support during Warranty Installation of Proposed Equipment per R56 Grounding,Bonding and Electrical Work Customized Training System Administrator Training $59,635.00 ASTRO 25 Elite Gateway Equipment Gold Elite Incentive <$387,250.25> ASTRO 25 Repeater Site Equipment (4)Channel Incentive System Incentive based on purchase of all proposed equipment and services ordered by 6/30/10 and System Incentive shipment by Q4 2010 System Total after Incentives $1,649,850.04 Price Validity Jun15, 2010 Motorola Confidential Restricted Use or disclosure of this ro City of Fort Worth p p is subject to the restrictions on thhe e title page Project 25 IP Trunked Radio System April 21,2010 Pricing Summary 6.2 Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement System Purchase Agmt AMENDMENT No. 2 to CONTRACT No.RA01-08 For Radio Communication/Emergency Response&Mobile Interoperable Equipment Between HOUSTON-GALVESTON AREA COUNCIL And MOTOROLA,INC. THIS AMENDMENT modifies the above referenced Contract as follows: The Contract is extended through December 31,2011 Midnight CT. All other terms and conditions of this Contract shall remain unchanged and in full force and effect. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their respective duly authorized representatives. Signed for Houston-Galveston Area Council, Houston,Texas ecutive Director i Attest for Houston-Galveston Area Council, Houston,Texas i irector of Public Services Date: ,206q Signed for:Motorola,Inc. Printed Name&Title: �w a G wySi� Piss)l V;% frv,4A Date: OC.'I' $ 20 d) Attest for:Motorola,Inc. 6L- Printed Name&Title: j `5 / y /.��/ n Date: ! 20�� is Revised 2.7.06 • RADIO CO.y 5fMCATTON/E,fERGENCY RESPONSE&MOBILE 1NTEROP DI TI E1X i of To RA Mf1 /E RG Sp � A CONTRACT BETWEEI B B E HOUSTON-GALVF,STON AREA COUNCIL Houston,Texas AND MOTOROLA,INC. Farmers Branch,Texas This Contract is made and entered into by the Houston-Gait estpt Area Couucil of Gov its principal Play of business at 3555 Timmons Lane,Suite 120,Hous Governments,hereinatter referred to as H GAC,Karin CONTRACTOR,having its principal place of business at 1507 Ou Fq Texas 77027 g AND Motorola,Inc hereinafter referredto as the Y.Suite 700,Fanners Branch,Texas 75234. WITNRC4trTnr WHEREAS: The H-GAC enters into this Contract as Agent for Participating USER, for the Purchase of Radio Communicstio act as Agent f Response�gov�ncntal agencies,hereinafter by the CONTRACTOR;and pone & Mobile Iateroperable Equipment ofd CONTRACTOR ORE"to sell Radio Communlcstion/E tract to End Users;and na7 Res ponse& through the H-GAC Con Mobile Inter operable Equipment WHEREAS: The Contract shall be in effect for a period upon mutual agreement of the CONTRACTOR and H-GAC,and n w J��i,2008 throw De 8h camber 31,2009,subject to extension THMFORE: H-GAC and the CONTRACTOR do hereby agree as follows: AR •GENERAL PROVISION ARTICL 1_23• ,rr.r• ES TDENTIFICATTO�ONTRarr nn The Contract shall be in a t Proposal effect for Radio Communleatlon/Emergeney Response&Mobile Interoperable Equipment listed in Specifications numbered RAOT-08,including any relevant suffixes,and shall consist oft documents identified below in order of I The text of this Contract form,including Attachment A,and 2 CONTRA Attachment B(Mworola Standard Equipment Warianty) 3. CTOR S Response to Proposal No.:RA01-08 4. Proposal Specification NO.: RAOI-08 System Purchase Agreements 5 Motorola Software License The terms and conditions,specifications,manu shall be fulfilled in compliance with this Con k�•delivery,warranty,paining and service for H-GAC and the END USER CONTRACTOR'S tract nacl�k& but not limited to Proposal Specifications,Terms and Conditions,and response opened October 4,2007 unless specifically changed within the text of this Contract Form. AR7'[ .�i. LEGAL ALI'rtrnnr.K The CONTRACTOR and H-GAC w into this Contract The governing bodies,where arrants and assures one another that they have adequate Parties to the tams of this Contract and an sub aPPiicable,have authorized the sign legal counsel and authority to ewer Y subsequent amendments thereto. officials to enter into this Contract and bird both A--�Fi.�i API'L.rCe LE +fire Both parties agree to conduct all activities under this Contract in issuance and ordinances,end laws in effect or Promulgated accordance with all applicable rules,regulations directives, activities under this Contract in accordance w' Bored during the term of this Contract The CONTRACTOR Promulgated during the term of this Contract `h all applicable rules,regulations,directiv agrees to conduct all es, standards, ordinances and laws in effect or G:WONTRACnRAOI-0d-SWoto olal RADIO COALM Sig Initiaal: UNICATION/E►tERGFNCY RES PONSE&MOBILE IIYTEROP CRABLI;Fninp;KEM' i RADIO COM MIUMCATION/EVIZRGENCY RESPONSE&MOB"UfMROPFRABLE EQUIPMENT Pace 2 of 10 ARTICLE 4: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent stem ofH- GAC or the CONTRACTOR. No provision of this Contract or act of H-GAC in performance of the Contract shall be construed as making the CONTRACTOR the agent,servant or employee of H-GAC,the State of Texas or the United States Government.Employees ofthe Contractor, are subject to the exclusive control and supervision of the Contractor. The Contractor Is solely responsible for employee payrolls and claims arising therefrom. CONTRACTOR shall notify H-GAC of any law suits filed against it which involves products sold pursuant to this Contract,or which,ifsuceesshl,would adversely affect its financial condition. A law suit which includes a specific demand for an amount in excess of $250,000 which would not be covered by insurance shall automatically be considered a law suit which,if successful,would adversely affect the financial condition of the sued party. ARTICLE S. NOT R>STRICTWE The titles assigned to the various articles of this Contract are for convenience only and are generally descriptive of the matters following. Titles shall not be considered restrictive of the subject matter of any section,or part of this Contract. ARTICLE 6: SUBCONTRACTS obligation Contractor agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose of this Agreement or any right,title, gation or interest it may have therein to any third party without prior written approval of H-GAC. H-GAC shall not unreasonably delay or withhold acceptance of a proposed assignment of a proposed subcontractor. The Contractor acknowledges that H-GAC is not liable to any subcontractor's of the Contractor. The Contractor shall ensure that the performance tendered under all subcontracts shall result in compliance with all the terms and provisions of this Contract as if the performance rendered was rendered by the Contractor. ARTICLE 7: EXAMHVATION RETENTIONQFRECORDS The CONTRACTOR shall maintain during the course of the work,complete and accurate records of all of the CONTRACTORS costs and documerttation of items which are chargeable to END USER under this Contract. H-GAC,through its staff or designated public a=unting firm,the State ofTexas,and the United States Govennnertt shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of the CONTRACTOR. Failure to provide access to records may be cause for termination of the Contract CONTRACTOR agrees that its books and records,as they pertain to work done or iterns supplied present to the Purchase Orderor Contract shall at all reasonable hours be subject to audit and inspection at the CONTRACTOR'S facility by H-GAC and/or END USER This audit shall be limited to the verification of invoice quantities to shipments and shipment receipts. Except as otherwise provided by law,nothing contained herein shall authorize H-GAC and/or END USER to audit particular books or CONTRACTOR insofar as such particular books or records contain confidential information regarding product costs. The CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five(5)calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation,audit or 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. The 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 five(5)calendar years after final payment under the subcontract or 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 transactions relating to the subcontract. A RTICLE 8: CHANGES AND AMENDMENTS Any alteratiorm additions,or deletions to the temp of this Contract which are required by changes in federal law or regulation are automatically incorporated into this Contract without written amendment hereto,and shall berntrne effective on the date designated by such law or regulation;provided if the Contractor may not legally comply with such change,the Contractor may terminate its participation herein as authorized by Article 18. H-GAC may,from time to time,require changes in the Scope of the services of the Contractor to be performed hereunder. Such changes that are mutually agreed upon by and between H-GAC and the Contractor in writing shall be incorporated into this Contract ARTICLE 9: DISPUTES G:1CONfRACTVRAOI-OS lMotorolel RADIO COM.NUMCATIONUFMFRGEYCY RESPONSE do MOBILE[p OPERABLE UIPMENP Sig[nitul: RADIO COSSfUNICAITONM ERGENCY RESPONSE A MOBILE INTEROFERABL$ ULPiliENT Pan 3 of 10 Any and all disputes concerning questions of fact or of law arising under this Contract which are not disposed of by agme neat shall be decided by the Executive Director of H-GAC or his designm who shall reduce his decision to writing and pro vide notice then of to the Contractor. 'Rte decision of the Executive Director or his designee shall be final and conclusive unless within thirty(30)days from the date e receipt ofsudn nodal the Contractor requests a rehearing from the Executive Director of H-GAC.In connection with any rehearing under this Article,the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive.The Contractor may,if it elects to do so,appeal the final and conclusive decision of the Executive Director to a court of competent jtuisdiction. Pending fatal decision of a dispute hereunder,the Contractor shall proceed diligently with the performance of the Contract and in accordance with H-GAC'S final decision. ARTICLE 10: SEVERAWLITY All Parties agree that should any provision of this Contract be determined to be invalid or unenforceable,such determination shall not affect any other tern of this Contact,which shall continue in full force and effect. ARTICLE.11: FORCE MA -irate. To the extant that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty Placed on such party by reason ofor through strikes,stoppage of labor,riot;fire,flood,acts of war,insurrection,accident,order of any court,act of God,or specific cause reasonably beyond the Party's control and not attributable to its neglect or nonfeasance,in such event,the time for the solely ly�ce�sudh obligation or duty shall be suspended until such disability to perform is removed Determination of force majeure shall test ARTICLE 12: NON DISCRIMINATION AND EQUAL nnn.,n The Contractor , agrees to comply with all federal statutes relating to nondIscrimination. These include but are not limited to:(a)Title VI ofthe Civil Rights Act of 1964(P.L 88-352)which prohibits discrimination on the basis of mace,color or national origin;(b)Title IX ofthe Education Amendments of 1972,as amended(20 U.S.C.¢¢1681-1683,and 1685-1686),which prohibit discrimination on the basisofsex;(c) Section 504 ofthe Rehabilitation Act of 1973,at amended(29 U.S.C.¢794),which prohibits discrimination s s ri the basis n he asisu and the Ameriai s with Disabilities Act of 1990;(d)the Age Discrimination Act of 1974,as hibit42 U.S.C.on he bass of which prohibits discrimination on the basis of age;(e)the Drug Abuse Office and Treatment Act of 19 a amended ded(42 as amended.C.f f relating to nondiscrimination on the bests ofdrug abuse;(t)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L 91- 614 as amended,relating to the nondiscrimination on the basis of alcohol abuse or alcoholism;(g)44 523 and 527 of the Public Health Service Act of 1912(42 U.S.C.290 dd-3 and 290 to-31 as amended,relating to confidentiality of alcoholand drug abuse patient records;(h)Title VQI of the Civil Rights Act of 1968(42 U.S.C.¢3601 et seq.),as amended,relating to nondiscrimination in the sac,rental or financing ofhousing;(1) any other nondiscrimination provisions in any specific swute(s)applicable to any Federal funding for this Contract;and U)the requirements of any other nondiscrimination statrte(s)which may apply to this Contact ARTICLE 13: CRRWfNAI p_ROVISIONS Arm csnrr-rro The CONTRACTOR agrees that it will perform the Contract in conformance with safeguards against fraud and abuse as set forth by the H-GAC,the State ofTexas,and the acts and regulations of the funding entity. The CONTRACTOR agrees to promptly notify H-GAC of suspected fraud,abuse or other criminal activity through the filing of a written report within twenty-four(24)hours of knowledge thereof Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Contract within •leor(24)hairs of such occurrence.Theft a willful damage to property on loan to the Contractor from H-GAC,if any,shall be reported to local law enforcement agencies and H-GAC within two(2)hours of discovery of any such act The CONTRACTOR finther agrees to cooperate fully with H-GAC,local law enforcement agencies,the State of Texas,the Federal Bureau of Investigation and any other duly authorial investigative unit in carrying out a full Investigation of all such incidents. ARTICLE 14: PURCHASE OR[�ERS ISS NT TO c Through Interlocal Contracts,H-GAC offers governmental agencies and qualifying non-profit corporations the opportunity to participate in the H-GAC Cooperative Purchasing Program. Therefore,purchase orders may be executed by END USERS throughout the State. In addition,through Interstate Interlocal Contracts the Program is now made available for possible participation by END USERS beyond Texas. ARTICLE 15: SCOPE OF SERV CES The services to be performed by CONTRACTOR in the State of Texas are outlined within this Contract,Proposal specifications, GICONTRACitRwO t O;.gmotoroJa�IZpDIO COMMUNTCATiON/EMERGF1VCy(tESppySE�4 MOBILH CYTt?RppgRABLE EQUIPMENT qWSts initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBELE INTEROPERABLE EQUIPMENT Pate 4 of 10 any Attachment, and Proposal Response. Any Lang; Order shall be stated in complete detail and submitted by END USER to ss: CONTRACTOR and copied to H-GAC. No verbal Change Order shall be accepted by CONTRACTOR from any END USER ARTICLE 16: THE COMPLETE AGREEMENT This Contract consists of the Contract text stated herein,the Proposal Specifications,including but not limited to Terms and Conditions,proposalces/proposaler's response,including but not limited to,prices and options offered all of which are incorporated within the contract,and constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without the written consent of both parties. ARTICLE 17: LIMITATION ON LIABILITY The CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid in violation ofthe term of this Contract Except for personal tnfury or death,Motorola's total liability whetherfor breach ofcontract,warranty,negligence,strict liability to tort or otherwise,is limited to theprice oftheparticu/arproducts sold hereunder with respect to which either refund the purc/wseprice.repair or replace praduct(s) that are not as warranted In no event will Motorola be liable for any law of use, loss of time, inconvenience, commercial loss,lostprofits or savings or other incidental,special,or consequentia/damages to thefull extent such may be disclaimed by law, ARTICLE IS: TERMINATION PROCEDURES CONTRACTOR acknowledges that this Contract may be terminated under the following circumstances: A Convenience H-GAC may terminate this Coatnraet in whole or in part without cause at any time by written notice by certified mail to CONTRACTOR whenever for any reason H-GAC determines thatsuch termination is in the best interestofH-GAC.Upon receipt of notice of termination,all services hereunder of CONTRACTOR and its employees and subcontractors shall cease to the extent speed in the notice of termination. In the event of termination in whole,CONTRACTOR shall prepare final invoices within 30 calendar days of such termination reflecting the services actually performed which have not appeared on any prior invoice. Such invoices shall be satisfitamy to the Executive Director or his designee. END USER will pay CONTRACTOR,in accordance with ci the terns and conditions of this Contract,for services actually performed and accruing to the benefit of END USER less any compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract, will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. CONTRACTOR may cancel or terminate this Contract upon thirty(30)days written notice by certified mail to H-GAC. CONTRACTOR may not give notice of cancellation after it has received notice of default from H-GAC. In the evert of such termination prior to.completion of this Contract provided for herein,END USER will pay CONTRACTOR in accordance with the tams and conditions of this Contract, for services actually performed and accruing to the benefit of END USER less any compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract, will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. B. Default H-GAC may,by written notice of default to CONTRACTOR terminate the whole or any part of this Contract in any one of the following circumstances: (1) If CONTRACTOR fails to perform the services herein specified within the time specified herein or any extension thereof; or (2) If CONTRACTOR fails to perform any of the provisions of this Contract for any reason whatsoever,or so fails to make progress or otherwise violates this Contract that completion of services herein specified within the term of this Contract is significantly endangered,and in either of these two instances does not cure such fai here within a period of ten(10)calendar days(or such longer period of time as may be authorized by H-GAC in writing)after receiving written notice by certified mail of default from H-GAC. In the event of such termination,all services of CONTRACTOR and its employees and subcontractors shall cease and CONTRACTOR shall prepare a final invoice reflecting the services actually performed pursuant to this Contract which have not appeared on any prior invoice. Such invoice must be satisfactory to the END USER and to the Executive Director of H-GAC or his designee.END USER reserves the right,in accordance with the tens and conditions of this Contract,to withhold from the payme t G:T0NTRALTRA01-08.8VNotom1&%RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQLflPMENT Sfg Iaftial 1 3 RADIO COM!iNIICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE F UIPAfEM'Page 5 of 10 of said invoices for services actually performed and accruing to the benefit of END USER,as reflected on invoice,any compensation previously paid and any costs or damages incurred by END USER as&result of such default;including incrunattal costs that END USER will incur to have Purchase Order(s)completed by a person other than CONTRACTOR 11-GAC.in accordance with the terms and conditions of this Contract,will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. C. Final Billing In the Event of Termination CONTRACTOR shall fill all pending orders and then prepare final invoices reflecting the services actually performed pursuant to this Contract and to the satisfaction of H-GAC'S Executive Director or his designee. END USER will pay CONTRACTOR,in accordance with the terms and conditions of this Contract.for services actually performed and accruing to the benefit of END USER less any compensation previously paid H-GAC.in accordance with the terms and conditions of this Contract.will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. ARTICLE 19: GOVERNING LAW&VENUE This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising wuler or in connection with the Contract shall lie exclusively in Harris County,Texas Disputes between END USER and CONTRACTOR are to be resolved its accord with the law and venue rules ofthe state ofpur+chase. CONTRACTOR shall immediately notify H-GAC of such disputes. ARTICLE 10: ACTOR'S REPRESENTATIVE CONTRACTOR'S representative(s)shall be the contact person(s)concerning all matters pertaining to END USER orders.Any change of representation shall be immediately communicated in written form to H-GAC by CONTRACTOR END USER will remit all payments to CONTRACTOR under this Contract. Under no circumstances ghhalI checks be made vavable to a representative Should a representative submit invoices to END USER for reimbursement of costs relating to an END USER Purchase Order for products/services,the Invoice shall be forwarded to CONTRACTOR. ARTICLE 11 REPORTING REQUIREMENTS Upon request by H-GAC,CONTRACTOR shall provide monthly written reports to fl-GAC. Such reports may include,but am not limited to the following;detailing of all orders received,scheduled production,and scheduled delivery under this contract If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any report or other documentation required by this Contract,or otherwise fails to satisfactorily render performances herewtder,such failure may be considered cause for termination of this Contract. ARTICLE 22: MOST FAVOR .n rrrSTOMER CLAUSE If MOTOROLA at anytime during a contract period,routinely enters into agreements with other govemmental customers within the State of Texas,and offers the same or substantially the same products offered to H-GAC on a basis that provides prices more favorable than those provided to H-GAC,MOTOROLA shall within ten(10)business days thereafter notify H-GAC ofthat oMrin& 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 MOTOROLA shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders purchased the same quantity and under the same circumstances.H-GAC shall have the right and option at any time to decline to accept any such change,in which case the amendment shall be deemed null and void. If MOTOROLA believes any apparently more favorable price charged and/or offered a customer during the tern of this agreement is not in fact most favored treatment MOTOROLA shall within ten(10)business days notify 11- GAC in writing,setting forth the detailed reasons MOTOROLA believes aforesaid offer which has been deemed to be a most favored treatment,is not in fact nest 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 MOTOROLA shall be automatically amended,effective retroactively,to the effective date of the most favored agreement,to provide the same prices to fI-GAC. The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Motorola has in the State of Texas. The term"Pre-existing contracu"shall refer to contracts in existence as of the original effective date of the HGAC contract. i.e.1/1108. 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"Communicatiaar System"shall refer to a project that includes the sale of infrastructure hardware and/orsoftware,user devices,and Motorola engineering and installation service. The contract for a"Communication System"will always have a Statement of Work and an Acceptance Test Plan. G%CONTRACTTA01-011 SkMotwolal RADIO COMMUNICATIONIPMERGENCY RESPONSE fir MOBILE INTERQPERABLE EQUIPflfEN T S is Initial' m� � RADIO C0hMWMCATION/EMERGENCY RESPONSE&MOBILE UTMROPERABLE EQUrPMENT Page 6 of 10 The Parties accept the following definition of routine..f prescribed detailed course ojaction to be jollowed rcgulmrly;astandard procedure. ARTICLE 23: I DEMNTFICATION The CONTRACTOR agrees,to the extent permitted by law,to defend and hold harmiess H-GAC,the State of Texas,the United States Govexnmerd and their respective board members,officers,agents,officials,and employees item any and all claims,costs,expenses (including reasonable attorney fees),actions,causes of action,judgments,and liens arising as a result of and to the extent caused by the CONTRACTOR'S negligent acts or omissions under this Contract, the CONTRACTOR'S non-performance of this Contract,or the CONTRACTOR'S violation of any law,regulation or other standard incorporated herein.The CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the CONTRACTOR relating to this Contract • PRODUCT SPECIFIC ARTICLES 24-46 • ARTICLES 24.25 AND 26 ARE COMBINED TO READ AS FOLLOWS: PROCEDURAL STEPS ENUMERATED FOR SALES TO END USERS I. All Cooperative Purchasing business will be processed in accordance with H-GAO's policies and procedures,at contracted priers,and shall include approved order processing charges 2. END USER will access the Cooperative Purchasing Program through the H-GAC website and/or by submission of any duly executed purchase order to a contractor having a valid contract with H-GAC and in a format acceptable to H-GAC. 3. END USER will submit order(s)electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s) directly to CONTRACTOR at contract prices,and also submit a copy to H-GAC. 4. The H-GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRACTOR and H-GAC, and invoice each END USER for(1)products/services purchased and(2)H-GAC'S applicable order processing charge. 3. Upon delivery,acceptance,and receipt of an H-GAC CONTRACTOR's,documented invoice,END USER shall pay the H-GAC CONTRACTOR the full amount of the invoice. 6. For orders of less than$100,000,CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in TIRE any case,not later than sixty(60)calendar days after End User order is processed. Payments will be processed to H-GAC on a monthly basis.For orders of$100,000 or more,CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in any case,not later than forty-five(45)calendar days after receipt of End User payment by Motorola. 7. Failure to promptly remit H-CAC'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 CONTRACTOR by an END USER.All required equipment tests shall be borne by CONTRACTOR, 9. CONTRACTOR shall promptly provide H-GAC arm 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 specific 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 USEWs purchase order for delivery of any products/services has received H-CAC's prior written approval for any price increases. 12. The H-GAC CONTRACTOR agrees to accept the terms ofthis 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 processing charge. The CONTRACTOR agrees to encourage END USERS to execute authorizing Interiocal contracts with H-GAC. ARTICLE,27: PRE-PAYMENTS AND DISCOUNTS G:ICONTRACTRA01-0g.fit4otorotal RADIO C0MMUNICA710N/EMF,RGENCY RESPONSE dr MOBILE INTEROPERABLE EQUIPMENT Sig In 11w: R_ADIO C_ONEW MCATION/EMERGENCY RESPONSE&MOBILE WMOPERABLE EOUIPWMNT Page 7 of 10 1. Progress and pre-payment discounts offered by CONTRACTOR shall be fully disclosed to END USER by CONTRACTOR'S representative and subsequently listed on the END USER'S purchase order to }� CONTRACTOR. Discounts may be offered by CONTRACTOR based on similarly constructed products and quantity purchases. Discounts may be stated in either dollar amount or percentage and shall be applicable to CONTRACTOR defined number of similar units. 2. CONTRACTOR shall be the sole source of determination as to similar designation. ARTICLE 28: LIABELITY INSURANCE CONTRACTOR shall maintain proof of liability insurance in minimum amounts listed below and shall provide proof of said insurance to H-GAC upon request General liability S1,000,000 per single occurrence Product liability S1,000,000 per single occurrence Insurance coverage shall be in effect for the length of the contract and any extensions thereof,plus the number of months or days required to deliver any outstanding order after the close of the contract.Contractor shall promptly notify H-GAC of cancellation or changes in insurance coverage during the contract period. ARTICLE 29: COMPLETION AND LIQUIDATED DAMAGES (Th/s Atdck does not apply to this Contract) ARTICLE 30: COMPLIANCE WITH PROPOSAL SPECIFICATIONS The contract herein provides certain details emphasizing the intent of the proposal specifications•. warranties: CONTRACTOR'S standard equipment warranty,as revised 4-1-00,shall be made a part of this Contract,a copy of which shall be attached to this Documem H-GAC reserves the right to examine the language in this standard warranty and to accept or reject any changes made after this date. H-GAC shall hold the CONTRACTOR responsible for the execution and effectiveness of AU product warranty. H-GAC shall look only to the CONTRACTOR as the sole sou for solution to problems arising from warranty claims. The CONTRACTOR agrees to respond directly to correction of warranty claims and to ensure reconciliation of warranty claims which have been assigned to a third party. Selection ofComnnnentm The selection of quality components shall be determined by the CONTRACTOR.Since durability and warranty provisions are an inherent consideration in the selection process,H-GAC and the END USERS subject themselves to a trust relationship with the CONTRACTOR to deliver a product which will comply with standards set for the specified product detail in the proposal specifications. Contractor's Default: Should the contractor default in providing the equipment as specified in the specifications,and in this contract,recourse may be exercised through the performance bond or other legal remedies. Delivery to End User CONTRACTOR shall schedule delivery to END USER sites in coordination with the relevant END USER's site. Accessories and Qntions: All accessories and options listed in the Option Table shall become part of this contract ARTICLE 31: DOCUMENTATION CONTRACTOR will provide END USER Agency complete operating manuals on all equipment ordered. ARTICLE 32: NIANUFACTU ER PRICE QECRR S NCR ASPS I. Except as provided in ARTICLE 35,No price increases shall be allowed during the first twelve(12)months ofthis Contract period. 2. Any request for a price change must be submitted to H-GAC on CONTRACTOR'S letterhead,must be signed by a corporate officer,and must be received by IL-GAC at least forty five(45)calendar days prior to the requested effective G.�CONTRACT1RAOI-08.SV4otorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig la ItiA RADIO COINUAMCATIONADEERGENCY RESPONSE&,NIOBME INTEROPERABLE EQUIPMENT Page 8 of 10 date of the increase. ) 3. Price increase requests MUST be supported by documentation,acceptable to H-GAC,concerning CONTRACTOR'S actual cost increase. 4. H-GAC reserves the right to accept or reject any price change request. In cases involving contract extensions exceeding sixty-one(6 1)days beyond the stated expiration date of this Contract,CONTRACTOR may request a price change based on the same conditions as stated abom however,the forty-five(45)day prior notice is waived and H- GAC will consider the request immediately on receipt. ARTICLE 33: CONTRACTOR'S FTRAMRE/SOFTWARE CONTRACTOR provides firmware/software only under license. END USER agencies will not own such firmware/software and will be authorized for its use only after proper completion of the CONTRACTOR'S Software Agreement Documentation except as CONTRACTOR agrees to sell the Source Code to the END USER ARTICLE 34: SYSTEM PURCHASE AGREEMENT It is agreed that the scope of this Contract is limited to the procurement of equipment and services defined in Motorola's Proposal Response opened October 4,2007 in response to the Proposal Specifications. It is further agreed that END USERS may use this Contract to purchase systems and/or services. In such event,a separate agreement,making reference to this Contract,may be negotiated between the CONTRACTOR,and the END USER Said document shall be entitled,"System Purchase Agreement". Using prices for products and services established in the Proposal Response opened October 4,2007,each"System Purchase Agreement"shall define the associated costs for all such services. The"System PurchawAgreenent'shall set forth all specific details of the negotiated agreement. It may Include,but is not limited to the following: •division of responsibilities, •sites, •surface/subsurface conditions, •system design technical requirements, •performance and schedules, •coverage. •warranties, •installation and implementation, •list of deliverables, •Title and Risk of Loss, • FCC Licensing, •software licensing; •acceptance criteria, •payment tercets, •documentation requirements, •changes, •customer delay, •termination for convenienceldefault, •limitation of liability, •training, •bonds,and •maintenance. ARTICLE 35: SUBSTITUTIONS AND DEVIATIONS H-GAC agrees to the substitution of Contractor's new published list prices to include new offerings. Along with the price book, Contractor will continue to provide a static discount structure to each part using published APC's(assigned product codes) consistent with current discounts. The new pricing,submitted in CD format,will be updated bi-monthly and provide a published sheet containing any changes within the CD format. Upon receipt of the CD,H-GAC will notify Contractor within five(5) business days if the price increases are not acceptable,or if H-GAC requires more information to snake the determination. ARTICLE 36: BLANKET PERFORMANCE BOND (This AHide doer not apply to this Contract) ARTICLE 37: PERFORMANCE BOND ISSUED TO END USER Optional Performance Bonds may be purchased and issued to the relevant END USER for an amount equal to the value of each purchase order. ARTICLE 38: INSPECTIONS BY H-GAC CONTRACTOR agrees to provide access to H-GAC authorized personnel for inspection of facilities and audit ofpurchase orders during the Contract period and for a period extending to the completion of any and all equipment ordered under the terms of this contract. Site inspections shall be arranged not less than ten(10)calendar days before said inspections and shall state the name(s)of persons who will conduct the inspections. CONTRACTOR shall not incur expenses relating thereto. ARTICLE 39: PROPOSAL PRICES OFFERED BY CONTRACTOR The pricing listed in CONTRACTOR'S Proposal Response as stated on Form D through Fshall be applicable to all products ordered under the terms of this Contract. Additional discounts may be offered at the discretion and sole liability of the CONTRACTOR. ARTICLE 40: CHANGE ORDER PROVISIONS Texas statutes limit change orders to an amount not exceeding twenty-five(25Y.)of the proposal price. A decrease of like amount is also provided. For the purpose of II-GAC procedures,the proposal price includes the base proposal amount and all priced options submitted with the proposal response. G:\CONI7,ACT\MO1-08.lr,Motorola\RADIO COMM UNICATION/FNIERGE NCY RESPONSE tit MOBTU INTPROPERABIE EQ!LMMENT Sig Initial: I i t = 1 RADIO COAEW MCATION/E IIERGENCY RESPONSE do MOBILE INTEROPERABLE EQUIPMENT Page 9 of 10 ARTICLE 41: ORDER CANCELLATION In the event CONTRACTOR is unable to deliver a product/service by the scheduled delivery date,and the delay is caused by factory production delays exceeding one hundred twenty(120)days from the delivery date set in the purchase order,said product/service shall be subject to possible cancellation by END USER CONTRACTOR shall notify END USER and H-GAC ofany conditions ofForce Majeure that might cause delay in delivery of products/services.(See Article 11:"Force Majeure"j ARTICLE 42:ASSIGNMENT OR SUBLEASE OF RIGHTS Neither party shall assign or sublease any rights under this contract without the written consent of the other party.(See Article: "Subcontracts"] ARTICLE 43:CHANGE OF OWNERSHIP The CONTRACTOR shall notify H-GAC of any material change in name,ownership or control. Such notification shall be supplied within ten(10)business days of such changes ARTICLE 44:NON-COMPETITION CLAUSE A CONTRACTOR'S published or unpublished options may not compete with another CONTRACTOR'S base proposal award. ARTICLE 45:PRODUCER PRICE INDEX APPLIED TO CONTRACT EXTENSIONS Consideration of any contract extension exceeding sixty-one(61)days beyond the stated expiration date ofthe original contnux period, may be subject to possible increases/decresses in the original proposal prices offered by the CONTRACTOR The price increases/decreases"I not exceed the Producer Price Index(PPI)for the latest available reporting period prior to expiration ofthe original contract The relevant product code,as defi nod by the criteria of the U.S.Department of Labor's latest reporting period,shall be used to determine the maximum price increaseldecrease for the length of the contract extension. H-GAC shall establish the date of the latest available report in determining the rate of increase/decrease based on direct communication with the U.S.Department of Labor. ARTICLE 46: CONTRACT PERFORMANCE CONTRACTOR must meet the following performance criteria at all times,and to H-GAC's complete satisfaction. Failure to do so may be considered to be non-compliant performance and may result in contract termination at H-CAC's sole discretion. 1. CONTRACTOR shall maintain sufficient qualified staffto process Purchase Orders,and to respond promptly by telephone,fax, and email. 2. CONTRACTOR shall participate in orientation and training as may be required by H-GAC. 3. H-GAC reserves the right to request that a new Sales Representative be assigned to the contract(Proposal Specifications,General Terms and Conditions). 4. CONTRACTOR shall provide toll fi=line(s)for access by H-GAO's End Users. S. Motorola will use commercially reasonable efforts to encourage H-GAC End User Participants to purchase contracted items through the H-GAC Contract 6. All Productstservices sold and delivered will include all current manufacturer's standard features at no additional charge,and meet all H-GAC requirements and specifications in all respects. 7. Scheduled delivery dates will be met in all uses unless prevented by Force Majeure. G:\CONiRACTRAOI-O& \MotorolA RADIO COMMUNICATION/EMERGENCY RESPONSE$MOBILE INTEROPERABLE EnU1P'NEN 1 Sig Initial: RADIO COMM MI CATIONM MERGLICY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 10 of 10 a This contract,signed in two originals by both parties,&lull become of ective on ttte First day of January,2008 and shall remain in effect for a period ending on the Thirty First day of December,2009 at Midnight Central Time.The incorporated copies of Proposal Specifications numbaccl AA01-M Terms and Conditions, and Proposaler&Response documents as identified in Article 1.shall become part of this contract. Signed for Houston Galveston Area Council tive Director Houston,TX Attest for Houston Galveston Area Council Dci ick D Public S Houston,TX Date: J 2 Signed for Motorola.Inc. Farmers Branch,TX Data/ / �20'04 p. Printed Name&Title: GGd4ozed f ie,-"5 � /1 e 755/ O"ce -c-:5 � Attest for Motorola,Inc. Farmers Branch,TX Dater. a2 / / 20 Printed Name t Tub: , Mi14i�3/r<f0 t/ i 1)U e- 1 WCONTRAC 111 AOI.08.rMotorolal RADIO COMMUNICATION/EMERGENCY RESPONSE dr MOBILE rNTEROPERABLE EQUIPMENT Sig rnitial: c*? This warranty applies within the fifty(50)United States,the District of Columbia and Canada. LIMITED WARRANTY MOTOROLA COMMUNICATION PRODUCTS If the affected product is being purchased pursuant to a written Communications System Agreement signed by Motorola,the warranty contained in that written agreement wuTi apply. Otherwise,the following warranty applies. I. WHAT THIS WARRANTY COVERS AND FOR HOW LONG: Motorola Inc. or, if appliable, Motorola Canada Limited ("Motorola") warrants the Motorola manufactured radio communications product,including original equipment crystal devices and channel elements (Product"), against material defects in material and workmanship under normal use and service for a period of One(1) Year from the date of shipment. Motorola, at its option, will at no charge either repair the product (with new or reconditioned parts), replace it with the same or equivalent Product (using new or reconditioned Product), or refund the purchase price of the Product during the warranty period provided purchaser notifies Motorola according to the terms of this warranty. Repaired or replaced Product is warranted for the balance of the original applicable warranty period. All replaced parts of the Product shall become the property of Motorola. This express limited warranty is extended by Motorola to the original end user purchaser Purchasing the Product for purposes of leasing, or for commercial, industrial, or governmental use only,and is not assignable or transferable to any other party. This is the complete warranty for the Product manufactured by Motorola, Motorola assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola Unless made in a separate written agreement Motorola and the original end user u P t he I between maintenance or service of the Product purchaser,Motorola does not warrant the installation, Motorola cannot be responsible in any way for any ancillary equipment not furnished by Motorola which is attached to or used in connection with the product,or for operation of the Product with any ancillary equipment,and all such equipment is expressly excluded from this warranty. Because each system which may use the Product is unique, Motorola disclaims liability for range, coverage, or operation of the system as a whole under this warranty. A. GENERAL PROVISIONS: This warranty sets forth the full extent of Motorola's responsibilities regarding the Product. Repair, replacement or refired of the purchase price,at Motorola's option,is the exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES.MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,INCLUDING THE VAPUED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN NO EVENT SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE ` OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TTME, INCONVENIENCE, it COMMERCIAL LOS,, LOST PROF[TS OR SAVINGS OR OTHER INCIDENTAL,SPECIAL, 1 ` INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY �. TO USE SUCH PRODUCT,TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. III. HOW TO GET WARRANTY SERVICE Purchaser must notify Motorola's representative or call Motorola's Customer Response Center at 14800-247-2346 within the applicable warranty period for information regarding warranty service. TV.WHAT THIS WARRANTY DOES NOT COVER A) Defects or damage resulting from use of the Product in other than its normal and customary manner. B) Defects or damage from misuse,accident;water,or neglect C) Defects or damage from improper testing, operation, maintenance, installation, alteration,modification,or adjustment. D) Breakage or damage to antennas unless caused directly by defects in material workmanship. E) A Product subjected to unauthorized Product modifications, disassemblies or repairs (including, without limitation, the addition to the Product of non-Motorola supplied equipment) which adversely affect performance of the Product or interfere with Motorola's normal warranty inspection and testing of the Product to verify any warranty claim. F) Product which has had the serial number removed or made illegible. G) Batteries(they carry their own separate limited warranty). H) Freight costs to the repair depot. 1) A Product which,due to illegal or unauthorized alteration of the software/firmware in the Product,does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Product at the time the Product was initially distributed from Motorola. J) Scratches or other cosmetic damage to Product surfaces that does not affect the operation ^, of the Product. 3 I) That the software in the Product will meet the purchaser's requirements or that the '=L operation of the software will be uninterrupted or error-free. L) Normal and customary wear and tear. M) Non-Motorola manufactured equipment unless bearing a Motorola Part Number in the form of an alpha numeric number(i.e.,TDE6030B). V. GOVERNING LAW In the case of a Product sold in the United States and Canada,this Warranty is governed by the laws of the State of Illinois and the Province of Ontario,respectively. VL PATENT AND SOFTWARE PROVISIONS: Motorola will defend, at its own expense, any suit brought against the end user purchaser to the extent that it is based on a claim that the Product or its parts infringe a United States patent,and Motorola will pay those costs and damages finally awarded against the end user purchaser in any such suit which are attributable to any such claim, but such defense and payments are conditioned on the following: J s A) that Motorola will be notified promptly in writing by such purchaser of any notice of such claim; B) that Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise;and C) should the Product or its parts become,or in MotoroIa's opinion be likely to become,the subject of a claim of infringement of a United States patent, that such purchaser will permit Motorola,at its option and expense,either to procure for such purchaser the right to continue using the Product or Its parts or to replace or modify the same so that it becomes non-infringing or to grant such purchaser a credit for the Product or its parts as depredated and accept its return. The depreciation will be an equal amount per year over the lifetime of the Product or its parts as established by Motorola. Motorola will have no liability with respect to any claim of patent infringement which is based upon the combination of the Product or its parts furnished hereunder with software, apparatus or devices not furnished by Motorola,nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Product The foregoing states the entire liability of Motorola with respect to infringement of patents by the Product or any its parts thereof. Laws in the United States and other countries preserve for Motorola certain exclusive rights for copyrighted Motorola software such as the•exclusive rights to reproduce in copies and distribute copies of such Motorola software. Motorola software may be used In only the Product In which the software was originally embodied and such software in such Product may not be replaced, copied, distributed, modified in any way, or used to produce any derivative thereof. No other use including; without limitation, alteration, modification, reproduction,distribution,or reverse engineering of such Motorola software or wwdse of rights in such Motorola software is permitted. No license is granted by implication,estoppel or otherwise under Motorola patent rights or copyrights. + Attachment A MOTOROLA,INC. Radio Communication/Emergency Response&Mobile Interoperable Equipment Contract No.:RA01 06 * Base Ofrared Product Manufacturer Description Price Code A&B Per the RFP Motorola has included an Electronics Catalogue(ECA A rU 2007 Editlon,on a CD media in lieu of listiong each individual product and its o dons. to addition,the discount APC(Accounting Product Code sheet detailed below is to be used to calculate all individual prices within the ECAT dlsL D Service Motorola Integration Services Motorola offers wide range of services including Integration.Installation and Training. D The cost of these services is regional in nature. Samples below are listed for reference onl . D Pro ed Management Daily Ranee S1,500 D S 'em En Daily Rate* Sl 500 D System Technologist Rate* S1,800 D Standard Sbop Installation:Ho Rate* $125 D Standard Shop Installation Dail Rate* $830 D Mobile Radio Installation* S150.5350 D Radio * $45-5100 D Data Installation* S1504350 D *Prices my very by Region and Stated Scope.Travel Not Included RV 9 off Katz MIKIIJIM1111M AM ECALC&M e DiscovAn 153 Data Applications 15% 297 Data Applications 0% 333 Data Applicatims 00/0 339 Data A ilcadoas 00/0 879 Data Applications 0% Data Subscriber 87 Devices 0*/e Data Subscriber 137 Devices 5% Data Subscriber 170 Devices 5% Data Subscriber 171 Devices 10% Data Subscriber 225 Devices 10% Data Subscriber 312 Devices 200/6 Data Subscriber 343 Devices 22% Data Subscriber 508 Devices 10% Data Subscriber 708 Devices 1 10% Data Subscriber 736 Devices 22% Data Subscriber 855 Devices 1064 214 Fixed Data Products 10•A 275 Fbced Data Products I04L 224 Fixed Data Products 10% 403 Fixed Data Products I0°A 469 Fixed Data Products 10% 499 Fixed Data Products 105,E Fixed Network 222 ui meat Fixed Network 0% 381 E i meat Fixed Network 5�• 403 ui ent 218 Fixed Stations 281 Fixed Stations 20'/s 301 Fixed Stations 18.509'• 360 Fixed Stations 20% 448 Fixed Stations 15% 509 Fixed Stations 20% 512 Fixed Stations 2096 537 Fixed ratio.. �O 590 Fixed Stations 20% 595 Fixed Stations 20% 675 Fixed Stations t5°A 676 Fix ed Stations 20% 680 Fixed Stations 20% 780 Fixed Stations 20% 793 Fixed Stations �O 10% Fixed Station 207 Accessories Fixed Station I O% 273 Accessories Fixed Station 10% 277 Accessories Fixed Station 20% 301 Accessories Fixed Station 20°A 524 Accessories Fixed Station I S% 525 Accessories Fixed Station 15% 687 Accessories I8Y• Foxed Station 207 Antenna S 10% Fixed Station 118 Controts Fixed Station 15% 124 Controls • Fixed Station 20% 129 Controls Fixed Station 15% 202 Controls Fixed Station 207 Controls 10% Fixed Station 228 Controls 3AYe Fixed Station 229 Controls 50/6 Fixed Station 261 Controls 5% Fixed Station 322 Controls l S% Fixed Station 377 Controls 10'/. Fixed Station 404 Controls 20% Fixed Station 443 Controls 18.SOX Fixed Station 448 Controls 200/. Fixed Station 454 Controls 15% Fixed Station 708 Controls 10% Fixed Station 729 Controls 00/6 Fixed Station 740 Controls 10'/e 291 Mobile Accessories 15% ,= 554 Mobile Accessories 15% 644 Mobile Accessories 15% 103 Mobile Stations 20% 109 Mobile Stations 15% 185 Mobile Stations OY. 189 Mobile Stations 15% 276 Mobile Stations 18.50°/. 287 IMobileStations 10.000/0 374 IMobile Stations 15% 412 Mobile Stations 1a/• 500 Mobile Stations 18% 514 Mobile Stations 18 518 Mobile Stations 180/6% 672 Mobile Stations 15% 775 Mobile Stations 150/* 776 Mobile Stations 20Yo 792 Mobile Stations 869 Mobile Stations 220% 131 Network Products 10% 147 Network Products 100/0 y��:y . r 207 Network Products 10% 136 Pager/Receiver i 0% 169 Pagers 10% Portable Radiophone IS (Portables) 15% Portable Radiophone 177 Portables 15% jPortable Radiophone 181 Portables Me Portable Radiophone 205 Portables 25% 276 IPtab Radiophone (POorrtab'lees) 18.5 00/0 Portable Radiophone 320 (Portables) 20% Portable Radiophone 355 (Portables) 0% Portable Radiophone 407 ortables 25% Portable Radiophone 453 I(Portables) 20°/. 476 IPortable Radiophone Wortables) 2 0% Ptl Radiphone 672 J(POorrtabc bles 20% Portable Radiophone 687 ortabies 18% Portable Radiophone 721 ortables 20% Portable Radiophone 749 ortables 15% Portable Radiophone 841 (Portables) 15% are 232 SolutionsRadiow 20% 129 Radius Products 10°/. 159 Radius Products 20% 169 Radius Products 20% 185 Radius Products 00/0 262 Radius Products 20% 271 Radius Products 20% 291 Radius Products 10% I 962 Radius Product 20% 372 Radius Product 20% 417 Radius Product 20% 433 Radius Products 20% 456 Radius Products 20% 457 Radius Products 20% 459 Radius Products 20% 476 Radius Products 20% 515 Radius Product 20°X' 547 Radius Products 20% 554 Radius Products 200A 555 Radius Products 20% 577 Radius Product 20% 644 Radius Products 20% 682 Radius Product 20% 706 Radius Product 20% 742 Radius Products 20% 744 Radius Products 20016 780 Radius Product 20% 785 Radius Product 200/9 793 Radius Product 20% 795 Radius Products 20°X0 136 Receivers 10% 509 Receivers 20% 512 Receivas 23% 743 Receivers 15% 137 Secure Solutions 5% 201 Secure Solutions 5% 229 Secure Solutions 5% 424 Secure Solutions 15% 443 Secure Solutions 15% 462 Secure Solutions 50A 524 Secure Solutions 15% „§ 525 Secure Solutions 15% Software 195 U es/Fiash ort 06/0 Software 371 U es/Flash 00/0 Software 430 UpgradesMashport 20% Software 647 UpgradmMashpart 00/0 Software 729 UpgsdzsNlashport 00/0 Software 823 U es/Flash rt 00/0 Tnmking Products 39 and Systems. 10% Trunking Products 40 1 and System 15% Tnuiking Products 41 and Systems 109'0 85 JTrunking Products .d S 15% IThmking Products Ll and Systems 15% Trunking Products 115 an Systems 100/0 Trunking Products =L52jand 5% oduc ts 20•h ITnmki.g Products 280 and S 18.5061a ITrunking Products 281 and S 18.509'. 377 lTrunking Products and S 10% ITrng ki Products 495 and un S 15% Trunking Products L 593 land ems 23% ng Products 647 and S 110/0 Trunking Products 708 and S l0°/. Trunking Products 877 and S 18.50% 37 Wireless Mobili 5% 38 Wireless Mobili S% 484 Wireless Mobili 5% 363 Wireless Mobili 5% 606 Wireless Mobili 15% 683 Wireless Mobili 15% 832 Wireless Mobili 10% 977 Wireless Mobili 5% SYSTEM PURCHASE AGREEMENT (F13 THIS AGREEMENT("Agreement'),made and entered into this day of by and between Motorola Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller"), the Houston-Galveston Area Council, a body corporate and politic("H-GAC")and_—,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, H-GAC, acting as the agent for various local governmental entities who are "End Users under interlocal agreements (including the Purchaser) has solicited quotations 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 Radio Communications Equipment & Systems Agreement dated as of January 1, 2008 (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 34 of the Contract,Purchaser,Motorola and Purchaser now wish to enter into this System Purchase Agreement to delineate the specific terms of the purchase of tr 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. Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan, and Equipment List all dated Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement dated January 1,2008. Exhibit E Motorola Enhanced System Support Statement of Work("ESS Plan') NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,the parties agree as follows: Mowrola/H-GAG 1 System Purchase Agmt I -T Section 1 SCOPE OF WORK A. Motorola shall furnish all of the equipment 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 lines (including modem access and adequate interfacing networking capabilities) for the installation and operation of the equipment. (4) Provide adequate AC Power at 117 VAC + 10%,60 Hz for the installation and operation 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 as contained in the Motorola proposal. 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 adjustments are necessary as a result of these new or replacement sites, such price 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 and the Motorola proposal are predicated upon normal soil conditions defined by E.I.A. standard RS-222 (latest revision). Should Motorola encounter subsurface, structural, 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 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. Motorola/H-GAG _Z System Purchase Agmt f Section 4 PERIOD OF PERFORMANCE A. Motorola projects that it will days able obtain final acceptance spgned by all parties A more Acceptance Test Plan with[ detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. B. Whenever Motorola knows or reasonably should know that any actual or potential I is delaying e timely condition due to circumstances beyond its contro s thre Pur�haos noacle thereof performance of the work. Motorola shall within thirty (30) day give and may request an extension of time to perform the work. In order to successfully a implement this project, shipments l F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. ment o�tual destinaUplan on is anti hhat purchaser c pt that Motorola will advise prior shipment Agreement. shipment,and make payment as required by gro D. It is also agreed that equipment shipping dates reflected in this agreement or in Motorola proposals are estimates only, and that shipment may be made at any time prior to,or subsequent to these estimated shipping dates. Section S ACCEPTANCE CRITERIA A. Motorola will test the Communications system in accordance with the Acceptance testing t("ce Test Plan. System acceptance will occur upon the s xecute a certificate of system t Acceptance") at which time both parties shall promptly y both acceptance. If the Acceptance Test Plan includes of subsystem s acceptance uponsubsystems, the successful parties shall promptly execute which completion of testing of such he oubsryans of theoCommun cations Systems as a�wholecwill not do not materially affect t Pe a list of such postpone System Acceptance. Purchaser and Motorola will jointly prepare omissions and variances which Motorola will correct according to an agreed upon schedule.is ready th for B. Motorola agrees to notify Purchaser when he Communications syste testing thin ten acceptance testing. Motorola and Purchaser agree to receiving such notification. If testing is delayed for reasons within the (10) business days after control of Purchaser or its employees, contractors, agents a withint thirty y ( more than such business days aches notification,tPeriod wilacommencelimmediately�n hint (30) day notification and Y C. Motorola may, but is not obligated to,issue written authorization for Purchaser to or to he Communications Systbm�otoroslab Any use of the Communications cat ons System purposes,i ut prior written completion of testing y authorization by Motorola shall constitute System Acceptance. 1 System Purchase Agent. Motorola/H-GAG r 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 ($ ), including the H-GAC administration fee of$ 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: 1. 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. 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 will post the delivery date into HGACbuy.com. (ii) Motorola shall immediately forward an invoice for the payment requested in Section 6(B)above to Purchaser. (iii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. E. Payment of H-GAC's administrative fee: 08. Motorola will pay H-GAC in accordance with the payment terms of Contract No. RA01- 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 set forth above and continues until the date of Final Project Acceptance or expiration of the Warranty Period,whichever occurs last. Section 7 PROJECT NIANAGEMENT MotorolaB-0AG -4- System Purchase AgmL 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,Inc. 6450 Sequence Drive San Diego,Ca 92121 Attn.: Law Department B. C. Houston-Galveston Area Council 3555 Timmons Lane,Suite 500 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 following order. Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan and Equipment List. Exhibit E Motorola Enhanced System Support Statement of Work("PSS Plan" Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement dated January 1,2008. 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, and Motorola and the Purchaser will share the cost of the mediation MotorolaM-OAG -5- System Purchase Agmt. e 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. 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. MotorolalH-OACI -6- System Purchase Agmt. . f Section 13 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 not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. 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,INC. PURCHASER By: By' (Signature) (Signature) Name: Name: (Print-Block Letters) (Print-Block Letters) Title: Le Title: (Print-Block tters) (Print-Block Letters) Date: Date: G/ Notorola/ti-GACI 7- System Purchase Agmt. r EXHIBIT A GENERAL PROVISIONS MOTOROLA,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. " System Nachat Agent 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 Pur+chaser's sole remedy is to request Motorola at Motorola's option to either refund the purchase price,repair or replace product(s) that are not as warranted IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE. COMMERCIAL LOSS, LOST SPECIAL, OR PROFITS OR SAVINGS OR OTHER INCIDI V'TAL' SUCH MAY BE CONSEQUENTIAL DAMAGES TO THE FULL EXTENT DISCLAIMED BY LAW No action shall be brought for any breach of this contract more than one (1) year 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 Motorola is wholly responsible for failure to make delivery or complete installation under the Agreement, the Purchaser may consider Motorola to be in default, unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions. B. The Purchaser shall give Motorola written notice of such default and Motorola shall have thirty (30) days to provide a plan of action to cure the default. If Motorola fails to cure the default, the Purchaser may terminate any unfulfilled evenportion ore Purchaser Agreement or complete the system through a third party. In the completes the system through a third party, Motorola shall be responsible for an amount in excess of the Agreement price, not to exceed the value of the terminated portion, incurred by the Purchaser in completing the system to a capability not exceeding that specified in the Agreement. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL OR CONSEQUENTIAL DAMAGES. 2 Sy.ww Pwdum Aync 14 Section 8 DELAYS BY PURCHASER If the Purchaser is responsible for delays which cause the installation and acceptance of this system, to be rescheduled beyond the Period of Performance set forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays. 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. 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 and/or H-GAC harmless from all liabilities,judgments,costs,damages and expenses which may accrue against,be charged to,or recovered from the Purchaser and/or H-GAC 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 ornissions 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 OR CONSEQUENTIAL DAMAGES. Section 11 EQUIPMENT COMPATIBILITY;PRODUCT SUPPORT Motorola agrees that the equipment, will perform in accordance with the specifications and representations stated in Motorola's Proposal and Equipment List included in this Agreement. This Agreement does not extend to the performance of the equipment as a part of a larger system generally nor specifically to equipment in combination with products,elements or components not supplied by Motorola. Motorola will use commercially reasonable efforts to provide replacement parts for Motorola manufactured subscriber equipment for five (5) years and for Motorola manufactured fixed infrastructure equipment for seven (7) years, both from the date of last manufacture. Motorola reserves the right to supply either assemblies or piece parts. 3 Sy,tem P J==Apt Section 12 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'j 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 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, the Software Warranty set forth in the Software License Agreement,and the ESS Plan will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola attached to or used in connection with the System provided hereunder. Additionally, Motorola.will not be responsible for System performance 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,water or neglect. 4 System Auchac ACO l C) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this Communications System Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. 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 s system P=hae Agee ARISING OUT F THE USE OR MAY E DISCLAIMED AU D O USE THE EQUIPMEN T, TO THE FULL EXTENT Section 13 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 11 fbe released a�necessary under thetfollowingROonditR conditions: �d CONFIDENTIAL (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 14 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, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements)shall apply. 6 Sy,ua Nucnass Acme Section 15 PATENT INDE�MIIFICATION Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright ("Infringement Claim"), and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola,reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola;the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software,or any of their parts. Section 16 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 17 WAIVER Failure or delay on the part of Motorola or Purchaser to exercise right or power hereunder shall not operate as a waiver thereof. Section 18 GOVERNING LAW -7- System I't=hne ASml This Agreement shall be govern ed by and construed in accordance with the laws of the State of Texas. Section 19 ASSIGNABILITY The Agreement may not be assigned by any party hereto other than Motorola may assign this order to one of its Subsidiaries as in the normal course of business. Sy+mm Pmdnr Apr i Exhibit B Software License Agreement This Exhibit B,Software License Agreement("Agreement")is between Motorola,Inc.,("Motorola"),and ("Licensee"). For good and valuable consideration,the parties agree as follows: Section I 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 docturientation 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 claw 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 terms 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. • Syssaa Ptmba a Atmt 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 commercially reasonable efforts to:(i)determine whethe OLin Source Software is provided under this Agreement;(ii)identify the Open Source Software and provide 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"time sharing,""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 So ftware 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 (ter 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 only 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 Sygem Pmchaa Apac v 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 terms of this Agreement. Section S 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, inventioM 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 property 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-flee,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 ftwctionally-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. 63. 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 Milton,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 consenL Motorola's consent may be withheld at its discretion and may be conditioned upon transferee SysWn P=hasa Apat pig all applicable license fees and agreeing to be bound by this Agreement if the Designated Productsf 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 FLASHportm software)which is embedded in or famished 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. 83 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 (cxl)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(cX lxii)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,and that the provisions in the Primary Agreement concerning Confidential Information apply. Section I1 LIMITATION OF LIABILITY .4- Symuo PmcMw And 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 133. 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 parry 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,S,6.3,7,8,9. 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's Information Assurance Policy addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third parry Software to limit Security Vulnerabilities. While no software can be guaranteed to be flee from Security Vulnerabilities,if a Security Vulnerability is discovered,Motorola will take the steps set forth in Section 6 of this Agreement. s, Sygem Pm:hue AVM Exhibit C off,? Technical and Implementation Documents 6. Symm Pmdmx Atmt Exhibit D Motorola/H-GAC Radio Communications Equipment&Systems Agreement . Spum Pm hue Agent Y � . Exhibit E t_ Sysmm P=t mw A FM ; 4h, Exhibit E Service Terms and Conditions Motorola, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: During the Warranty Period in the System Purchase Agreement, any provisions in this Service Terms and Conditions described in the Primary Agreement shall be governed by the Primary Agreement. Once post-Warranty begins, the provisions in this Service Terms and Conditions shall prevail. 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 During the Warranty Period, as described in the System Purchase Agreement ("SPA"), these Definitions, are superseded to those in the SPA, to extent there is a conflict. Once post-Warranty has commenced, these Definitions will apply. 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 Once post-Warranty commences, Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES During post-Warranty this provision will apply to the services provided pursuant to Enhanced is System Support ("ESS"). _ System Purchase ngna 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. Section 5 EXCLUDED SERVICES During post-Warranty this provision will apply to the services provided pursuant to ESS. 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. System Purchase Agmt 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 During post-Warranty this provision will apply to the services provided pursuant to ESS. 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 During post-Warranty this provision will apply to the services provided pursuant to ESS. 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. To the extent permitted by law, Customer will reimburse Motorola for all applicable 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. System Purchase Agmt Section 9 WARRANTY During post-Warranty this provision will apply to the services provided pursuant to ESS. 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 During post-Warranty this provision will apply to the services provided pursuant to ESS. 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. 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 During post-Warranty this provision will apply to the services provided pursuant to ESS. 4 Svstem Purchase Agmt Except for personal injury or death, Motorola's total liability, whether e 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 one (1) year 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 During post-Warranty this provision will apply to the services provided pursuant to ESS. 5 System Purchase Agmt 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, or otherwise determined under applicable law, 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 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 post-Warranty this provision will apply to the services provided pursuant to ESS. -6 System Purchase Agnu During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, or solicit the employment 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 During post-Warranty this provision will apply to the services provided pursuant to ESS. 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, and will be liable for any loss or damage to this property, unless such loss or damage is caused by Motorola, 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 during Customer's regular business hours. Section 17 GENERAL TERMS During post-Warranty this provision will apply to the services provided pursuant to ESS. 7- System Purchase Agmt 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 in which the Services are performed. 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 upon prior written consent of Customer. However, Motorola may assign this order to one of its Subsidiaries as in the normal course of business. In the event Motorola assigns the right to receive payment to one of its affiliates, then Customer shall be authorized to request a sworn affidavit from the affiliate verifying its right to receive payment from Motorola prior to making such payment. 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. Such assignment will not relieve Motorola of its duties or obligations under this Agreement to the City. 17.6. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.7. 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. x System Purchase Agml Exhibit E Enhanced System Support Statement of Work -y Swem Purchase Agnn Enhanced System Support Statement of Work 1.0 Definitions These defined terms might not apply to every section of this Statement of Work. Capitalized terms used in this Statement of Work and not otherwise defined within the Statement of Work, or in the Communications System Agreement or other applicable agreement (collectively, "Agreement") have the following meanings: 1.1 Case: Electronic tracking document for requests for service through the Motorola System Support Center. 1.2 Case Status: Identifier of the status of a Case from beginning to end. 1.3 Component(s): New or refurbished parts of equal quality. 1.4 Configuration Change Support: A change in a user-defined parameter, which may include a change in the placement of a dispatch console talkgroup window. Fleetmapping is not included in Configuration Change Support. 1.5 Connectivity: Remote access to the System via dial up or dedicated links 1.6 Continuously/Continuous: Seven (7) days per week, twenty four (24) hours a day, including holidays. 1.7 Customer:The end-user Customer as identified in the Agreement. 1.8 Customer Support Plan: A document mutually developed by Motorola and the Customer that provides information about the Customer and the System and describes the specific processes by which Motorola will deliver and the Customer will receive the services described in this Statement of Work. 1.9 Elements: Those device types present on the Customer's System whose status may be communicated to the SSC. 1.10 Equipment: The equipment specified in the Equipment List as set forth in the Agreement, including any additions to the Equipment List during the Warranty Period. 1.11 Enhanced System Support (ESS) Period: The 12 month period commencing at the start of the Warranty Period for Equipment and Software as defined by the Agreement. 1.12 Event: An alarm or informational notification received by Motorola through the Network Management tools. 1.13 Feature: A Software functionality. 1.14 Firmware: Software in object code form that is implanted or embedded in hardware. 1.15 FRU: Field Replaceable Unit, typically a board or module, contained within the Infrastructure. 1.16 Infrastructure: The fixed Equipment excluding mobiles, portables, and accessories. 1.17 Infrastructure Depot Operations or IDO: A Motorola facility which serves as Motorola's centralized location for infrastructure repair. 1.18 Loaner: Infrastructure that is owned by Motorola and serves as a temporary replacement while the Customer's Infrastructure is being repaired. 1.19 Maintenance: The process for determining the cause of Equipment failure, removing, repairing, or replacing Components necessary to conform the Equipment with the manufacturer's specifications along with system-specific specifications, delivering and reinstalling the Components and placing the Equipment back into operation. 1.20 MCNS: Mission Critical Network Services 1.21 Motorola Software: Software whose copyright is owned by Motorola or its affiliated company. 1.22 Non-Motorola Software: Software whose copyright is owned by a party other than Motorola or its affiliated company. 1.23 Notification: The point in time when the Customer contacts Motorola and requests service. ESS Statement of Work-ASTRO 25 Approved 1-28-08 1.24 Optional Feature: An additional Feature issued with a Core Release that is available to Customer at additional cost. 1.25 Response: The event when a technician, a remote systems technologist or a remote network specialist begins to actively work on the technical issue, remotely or on-site, as determined by Motorola. 1.26 Restore/Restoration/Restoral: The effort required to bring Equipment to the level for which it was designed, engineered and adjusted for performance in accordance with the manufacturer's published specifications, although such Equipment may not necessarily be malfunctioning. 1.27 Servicer: a Motorola Authorized Service Station or Motorola Field Service personnel. 1.28 Severity Level: The degree of adverse impact of an issue or Event. 1.29 Software: The Software furnished with the System including any Motorola Software and Non-Motorola Software. 1.30 Software License Agreement: The agreement or portion of an agreement pursuant to which Motorola licenses Software to Customer, including System Releases. 1.31 Special Product Feature: A Feature that is specially developed for Customer and which contains a functionality that is unique to Customer. 1.32 Standard Business Day: Monday through Friday, 8:30 a.m. to 4:30 p.m., local time, excluding Motorola holidays. 1.33 Standard Feature: A software functionality for components of Customer's System that is available to Customer in the standard software release. 1.34 Start Date: Effective start date as listed on the Agreement. 1.35 System: The communications system as defined in the Communications System Agreement or other applicable Agreement. 1.36 System Acceptance: Unless otherwise defined in the Communications System Agreement, the date upon which Motorola has successfully completed all of the System tests as described in the acceptance test plan. 1.37 System Release: One software version release on a particular platform. ASTRO 25 6.3 example is where 6 is the platform indicator and .3 is software version release indicator. 1.38 System Support Center or SSC: a Motorola facility which serves as Motorola's centralized system support facility to compliment the field support resources. 1.39 Systemic: A recurring Software or hardware defect that significantly affects the operation of the System. 1.40 Technical Support Operations or TSO: A centralized telephone support help desk that provides technical support for Motorola customers who have purchased products from Motorola (Network& Enterprise) or who have a contract for technical support. 1.41 Vendor: Any manufacturer (other than Motorola) or third party that services or repairs Infrastructure or subscriber equipment. 1.42 Verification: Contacting the appropriate designated person to verify the System is operational (original problem resolved) and closing the Case. 1.43 Work-around: A change in the followed procedures or data supplied by Vendor to avoid error without substantially impairing use of the Equipment. 1.44 Work Flow: A step-by-step process including instruction or direction for routing, handling, and processing information at a given agency. 2.0 Enhanced System Support Statement of Work 2.1 Description of Services Enhanced System Support (ESS) is a service support package designed to support both the software and hardware components of a new System during the ESS Period. During the ESS Period, ESS services supplement and complement the warranty as described in the Communications System Agreement. The ESS services are included in the price of the System. After the ESS Period expires, these services are available for purchase under a separate agreement. ESS services will be provided in accordance with the terms and conditions set forth herein. If any conflict exists between the Statement of Work ESS Statement of Work-ASTRO 25 2 Approved 1-28-08 provisions and the terms and conditions, the terms and conditions shall prevail. All services described in the ESS Statement of Work will be provided in accordance with the terms of the Agreement and will cover only the Equipment and related Motorola Software. Motorola Enhanced System Support is comprised of the following services that are described in greater detail in this Statement of Work: 2.1.1 Network & Security Monitoring — Section 3.0 Network and Security Monitoring bundles the following services: • Network Monitoring, • Security Monitoring, • Pre-tested Software Subscription Agreement, • OnSite Infrastructure Response, • Dispatch Service. 2.1.2 Performance Management Reports - Section 4.0 2.1.3 Technical Support—Section 5.0 2.1.4 Network Preventative Maintenance- Section 6.0 2.1.5 Advanced Replacement - Section 7.0 2.1.6 Software Subscription - Section 8.0 2.1.7 Infrastructure Software Installation - Section 9.0 2.1.8 System Audit - Section - 10.0 2.2 Expansion. Replacement. or Phased Implementation Equipment After System Acceptance, if new Equipment is being integrated with an existing System to expand the System (either as a subsequent phase of a multi phase project or expansion due to another entity joining the System) , or to replace a major part of the System, then such new Equipment will be covered as follows: If the existing System is covered under its original ESS program, the new Equipment will be covered as if it were part of the original System for the remainder of the ESS Period. If the existing System is not covered under its original ESS program but is covered under a service agreement with Motorola to provide services, then the new Equipment will be covered at the same level of service for the remainder of the term of that service agreement and the price for the service agreement will be increased to cover the additional Equipment. If the existing System is not covered under either its original ESS program or a service agreement with Motorola, the new Equipment is covered only by the Equipment warranty and not by ESS. 2.3 MCNS and Plant Exclusion The ESS program originated from and was designed to support Motorola's radio systems business. Neither the ESS program nor the Software Subscription services covers the software, hardware, or services provided by MCNS or by PlantCML Equipment, Inc. ("Plant"), Motorola's E911 solution subcontractor. 2.4 General Description of ESS Statement of Work 2.4.1 Motorola has the following responsibilities: 2.4.1.1 Prepare a Customer Support Plan in conjunction with the Customer, preferably before System Acceptance. 2.4.1.2 Respond in accordance to pre-defined Response times upon receipt from Customer of Customer managed passwords required for proper access to the Customer's System. ESS Statement of Work-ASTRO 25 3 Approved 1-28-08 2.4.1.3 Apply additional support charges above and beyond the contracted service agreements that may apply if it is determined that System faults were caused by the Customer making changes to critical System parameters. 2.4.2 Customer has the following responsibilities: 2.4.2.2 Prepare a Customer Support Plan in conjunction with Motorola, preferably before System Acceptance. The Customer must provide all information necessary to complete the Customer Support Plan. 2.4.2.3 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the ESS services to Customer. 2.4.2.4 Provide all Customer managed passwords required to access the Customer's System to Motorola upon request or when opening a Case to request service support or enable Response to a technical issue. 3.0 Network& Security Monitoring Statement of Work 3.1 Description of Services Overview: Network & Security Monitoring is a bundled service offering that provides Network Monitoring, Security Monitoring, Pre-tested Software Subscription (PTSS), Dispatch Service and OnSite Infrastructure Response services to the Customer. This service is applicable only for the following system types: ASTRO 25 current shipping System Release and three prior System Releases. Network & Security Monitoring includes the monitoring of radio system infrastructure as well as monitoring Motorola security equipment if present on the Customer's System. Monitoring security equipment requires Customer to purchase a Core Security Management Server with Customer's System. Motorola will monitor Elements of a System for Events, as set forth in the Monitored Elements Table in Appendix 1. When the Motorola System Support Center(SSC) detects an Event, trained technologists will acknowledge the Event, run remote diagnostic routines, and initiate an appropriate Response. Appropriate responses could include, but are not limited to, continuing to monitor the Event for further development, attempting remote Restoral, or transferring the Event by opening a Case for dispatch of a Servicer. If dispatched, the Servicer will respond at the Customer location based on pre-defined Severity Levels and Response times in order to Restore the System (see the Severity Definitions Table and the Response Time Table in Appendix 1). Motorola will provide Case Management as set forth herein. The SSC maintains contact with the on-site Servicer until System Restoral occurs and Case is closed. The SSC will continuously track and manage Cases from open to close through an automated Case tracking process. This Case management allows Motorola to provide activity and performance reports as well as ensures timely resolution of issues. Pre-Tested Software Subscription provides the latest anti-virus definitions, intrusion detection sensor (IDS) signature updates (only for IDS supplied to Customer by Motorola), Microsoft and Solaris operating system security patches that have been pre- tested on a Motorola test system to verify compatibility with the ASTRO 25 System. Customer is notified when pre-tested updates are available electronically. Additional Provisions for Customer Systems with a Core Security Management Server: Motorola will proactively manage the security Elements present on the System as needed to mitigate the risk of vulnerability such as a virus, worm or other intrusive attack on the System. This may include periodically deploying the latest release of pre-tested anti-virus ESS Statement of Work-ASTRO 25 4 Approved 1-28-08 definitions to the anti-virus management server and updating the intrusion detection sensor signature files (for IDS if present on the System and only supplied to Customer by Motorola) as determined by Motorola. Motorola will also modify intrusion sensor settings and update firewall settings as determined by Motorola and will notify Customer of such modifications. Customer may elect to "Opt-Out" of the monitoring portion of Network & Security Monitoring service by notifying Motorola in writing. Upon receipt of such notification, Motorola will not perform further System monitoring. Customers who elect out of monitoring will need to deploy pre-tested security software updates to its network. Customer may choose to "Opt Back In" to the monitoring portion of Network & Security Monitoring Service for the remainder of the current term of the applicable agreement by notifying Motorola in writing, provided that (i) Customer is responsible for any equipment, engineering, testing, installation and other charges required to enable Network & Security Monitoring Service; and (ii) Customer and Motorola execute a written change order to enable Network&Security Monitoring Service. If Customer receives Network & Security Monitoring Service, certain equipment that is necessary to enable Motorola to provide this service (e.g., modem, server) will be connected to the Customer's system on a loaned basis. Such equipment is referred to as "Motorola owned equipment" and Motorola retains title to this equipment. If Customer Opts-Out of the Network & Security Monitoring Service during the time period which is the ESS Period plus three years (the "Loan Period), Motorola may remove its Motorola owned equipment from Customer's System. If Customer maintains Network & Security Monitoring Service during the Loan Period, title to this equipment will automatically pass to Customer without further action on the part of either party at the end of the Loan Period. 3.2 Motorola responsibilities: 3.2.1 Provide dedicated Connectivity through a private network connection necessary for monitoring ASTRO 25 System. The Connectivity Matrix set forth in Appendix 1, further describes the Connectivity options. 3.2.2 If determined necessary by Motorola, provide Motorola owned server for monitoring ASTRO 25 security elements. 3.2.3 Verify Connectivity and Event monitoring prior to System Acceptance or Start Date. 3.2.4 Coordinate with Customer to maintain Motorola service authentication credentials. 3.2.5 Continuously receive service requests. 3.2.6 Perform Continuous monitoring of System Elements as set forth in the Monitored Elements Table. 3.2.7 Interpret System Events and determine appropriate Response. An appropriate Response could include the following actions: notify customer of activity, continue monitoring the Event for further development, review System log files or transfer the Event information via a Case for dispatch of a Servicer. 3.2.8 Remotely access the Customer's System to perform remote diagnostics as permitted by Customer pursuant to section 3.3.1. 3.2.9 Attempt remote Restoral, as appropriate. Some System functions may be disrupted as necessary to maintain System integrity until further validation of the Event occurs. This may include shutting down applications, applying security tools, resetting box, or instructing Servicer to reload applications and operating system software as necessary. 3.2.10 Create a Case as necessary when service requests are received. Gather information to perform the following: 3.2.10.1 Characterize the issue ESS Statement of Work—ASTRO 25 5 Approved 1-28-08 3.2.10.2 Determine a plan of action 3.2.10.3 Assign and track the Case to resolution. 3.2.11 Dispatch a Servicer, as required, by Motorola standard procedures and provide necessary Case information collected in section 3.2.10. 3.2.12 Ensure the required personnel have access to Customer information as needed. 3.2.13 Disable and enable System devices, as necessary, for Servicers. 3.2.14 Servicer will perform the following on-site: 3.2.14.1 Run diagnostics on the Infrastructure or FRU. 3.2.14.2 Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 3.2.14.3 Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any Security requirements necessary to perform the Maintenance service. 3.2.14.4 If a third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 3.2.15 Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification preference described in the Customer Support Plan required by section 3.3.5 If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 3.2.16 Escalate the Case to the appropriate party upon expiration of a Response time. 3.2.17 Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 3.2.18 Notify Customer of Case Status, as described in the Customer Support Plan required by section 3.3.6 at the following Case levels: 3.2.18.1 Open and closed; or 3.2.18.2 Open, assigned to the Servicer, arrival of the Servicer on site, deferred or delayed, closed. 3.2.19 Obtain anti-virus definitions for the Microsoft Windows platform, intrusion detection sensor (IDS) signatures for Motorola supplied IDS and Microsoft, and Solaris operating system security patches, as available, from Motorola selected commercial suppliers. 3.2.20 Evaluate anti-virus definitions classified as Category 4 (Severe, difficult to contain) and Category 5 (Very Severe, very difficult to contain) by Motorola selected commercial supplier to determine if a high-priority release is required. Motorola in its discretion will determine the urgency of the update based on the impact to the System. 3.2.21 Test anti-virus definitions, intrusion detection sensor signatures for Motorola supplied IDS, Microsoft, and Solaris operating system security patches by deploying them on a dedicated test System with the standard supported configurations, which include Motorola's then current approved cohabitated applications for current System Release and three previous System Releases. 3.2.22 Confirm that tested anti-virus definitions, intrusion detection sensor signatures for Motorola supplied IDS, and operating system software patches do not degrade or compromise System functionality on dedicated test System within the standard supported configurations. 3.2.23 Address issues identified during testing to support functionality under the procedures specified in 3.2.21 above by working with Motorola selected commercial supplier or Motorola product development engineering team. 3.2.24 Motorola will deploy pre-tested updates to anti-virus management server and intrusion detection sensor for Motorola supplied IDS, if present on the System and System includes a Core Security Management Server, on a weekly basis or as determined necessary by Motorola. High-priority anti-virus definition releases identified in 3.2.20 will be made available within 24 hours of commercial supplier release or at Motorola's discretion. If Customer "opts out" of monitoring or does ESS Statement of Work-ASTRO 25 6 Approved 1-28-08 not have a Core Security Management Server in the System, Customer will need to deploy pre-tested security software updates to its network. 3.2.25 Notify Customer when anti-virus definition updates and intrusion detection sensor signatures are available or have been deployed on Customer System. 3.2.26 Release and notify Customer when Microsoft and Solaris operating system security patches are certified and available with instructions for obtaining patches for Customer deployment on the Customer System. Microsoft operating system security patches will be released monthly. Solaris operating system security patches will be released Quarterly or at Motorola's discretion. 3.2.27 Maintain annual Customer licenses for anti-virus definitions and intrusion detection sensor signatures for IDS supplied to Customer by Motorola with Motorola selected commercial supplier. 3.2.28 Provide the following reports, as applicable: 3.2.28.1 Case activity reports to Customer. 3.2.28.2 Network Security Monitoring Service reports for Customer System(s). 3.2.28.3 Network Activity/Availability Reports 3.3 Customer responsibilities: 3.3.1 Allow Motorola Continuous remote access to obtain System availability and performance data. 3.3.2 Allow Motorola to access System if firewall has been installed: provide permanent/dedicated access for SNMP traps (outbound) and ZDS polling (inbound). 3.3.3 Maintain and manage any equipment outside of the System. 3.3.4 Deploy pre-tested operating system software patches on the System. 3.3.5 Provide Motorola with pre-defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.3.5.1 Provide 7/24 security contact and escalation list 3.3.5.2 Case notification preferences and procedures 3.3.5.3 Repair Verification preference and procedure 3.3.5.4 Database and escalation procedure forms. 3.3.5.5 Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.3.6 Provide the following information when initiating a service request: 3.3.6.1 Assigned System ID number 3.3.6.2 Problem description and site location 3.3.6.3 Other pertinent information for Motorola to open a Case. 3.3.7 Notify the SSC when Customer performs any activity that impacts the System. (Activity that impacts the System may include, installing software or hardware upgrades, performing upgrades to the network, or taking down part of the System to perform maintenance.) 3.3.8 As necessary, upgrade System to supported System Release as specified in paragraph 3.2.21. 3.3.9 Allow Servicers access to Equipment (including any Connectivity or monitoring equipment) if remote service is not possible. 3.3.10 Allow Servicers access to remove Motorola owned server upon cancellation of service as set forth in paragraph 3.2.2. 3.3.11 Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 3.2.14.2. 3.3.12 Maintain and store in an easily accessible location System backups and any/all Software needed to Restore the System. 3.3.13 Verify with the SSC that Restoration is complete or System is functional, if required by the Repair Verification Preference provided by Customer in accordance with section 3.3.5. ESS Statement of Work-ASTRO 25 Approved 1-28-08 7 3.3.14 Comply with the terms of the applicable license agreements between Customer and the Non-Motorola Software copyright owners. 3.4 WARRANTIES AND DISCLAIMER: Motorola warrants that its services will be free of defects in materials and workmanship for a period of ninety (90) days following completion of the service. Your sole remedies are to require Motorola to re-perform the affected service or at Motorola's option to refund, on a pro-rata basis, the service fees paid for the affected service. During the applicable Warranty Period, Motorola warrants that the tested anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches do not degrade or compromise System functionality, and that after incorporation of the tested Software updates, the System Software, when used properly and in accordance with the Documentation, 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. Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." Whether a defect occurs will be determined solely with reference to the Documentation. Motorola does not warrant that Customer's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Customer's particular requirements. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO PRE- TESTED ANTI-VIRUS DEFINITIONS, OPERATING SYSTEM SOFTWARE PATCHES, AND INTRUSION DETECTION SENSOR SIGNATURE FILES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, MOTOROLA DISCLAIMS ANY WARRANTY CONCERNING THE NON-MOTOROLA SOFTWARE AND DOES NOT GUARANTEE THAT CUSTOMER'S SYSTEM WILL BE ERROR-FREE OR IMMUNE TO VIRUSES OR WORMS AS A RESULT OF THESE SERVICES. 4.0 Performance Management Reports 4.1 Description of Services Performance Management Reports are a set of documents that report on the operational performance of a Customer's System. The reports transform raw System data into actionable information. Using the information provided by the reports, the Customer can guide network activities for effective capacity planning, trend analysis, and network performance optimization. Performance Management Reports enable Customer to evaluate the critical system load parameters of their system to show where and when system bottlenecks occur and to allow for future system growth planning. Network Monitoring Service is required for the Performance Management Reports Service. 4.2 Motorola responsibilities: 4.2.1 Collect and store performance data via Connectivity in place for Motorola's Network Monitoring Service. Completed Performance Management Reports will be stored on a Motorola web site for Customer access. Motorola is not responsible for any lost performance data that occurs through System or ESS Statement of Work-ASTRO 25 8 Approved 1-28-08 Connectivity failures. Motorola will generate reports with the data that is collected and note any lost data intervals on the reports. 4.2.2 Generate detailed performance reports. 4.2.3 Deliver one set of Performance Management Reports to the Customer during the ESS Period. These reports will be delivered upon a schedule mutually agreed upon by the Customer and Motorola. 4.3 Customer responsibilities: 4.3.1 Provide Connectivity to enable Motorola to monitor the Customer System. Failure to provide Connectivity may prevent Motorola from rendering the Performance Management Reports service described in this section. 4.3.2 Allow Motorola Continuous access to retrieve performance data from the Customer's System. 5.0 Technical Support Statement of Work 5.1 Description of Services Technical Support service provides centralized remote telephone support for technical issues that require a high level of communications systems expertise or troubleshooting on Equipment. The SSC's Technical Support Operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues. Technical Support Service (i) does not include software upgrades that may be required for issue resolution; (ii) does not include Customer training; and (iii) is only available for those system types that are supported and approved by Technical Support Operations. 5.2 Motorola responsibilities: 5.2.1 Respond to requests for Technical Support for the Restoration of failed Systems and diagnosis of operation problems in accordance with the response times set forth in the Remote Technical Support Response Times table and the Severity Level defined in the Severity Definitions Table in Appendix 1. 5.2.2 Advise caller of procedure for determining any additional requirements for issue characterization and Restoration, including providing a known fix for issue resolution when available. 5.2.3 Attempt remote access to the System for remote diagnostics, when possible. 5.2.4 Maintain communication with the Servicer or Customer in the field until close of the Case, as needed. 5.2.5 Coordinate technical resolutions with Vendor(s), as needed. 5.2.6 Escalate and manage support issues, including Systemic issues, to Motorola engineering and product groups, as applicable. 5.2.7 Escalate the Case to the appropriate party upon expiration of a Response time. 5.2.8 Provide Configuration Change Support and Work Flow changes to a System that has remote access capability. 5.2.9 Determine, in its sole discretion, when a Case requires more than the Technical Support services described in this SOW and notify Customer of an alternative course of action. 5.3 Customer responsibilities: 5.3.1 Provide Motorola with pre-defined information prior to Start Date necessary to complete the Customer Support Plan. 5.3.1.1 Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. ESS Statement of Work-ASTRO 25 Approved 1-28-08 9 5.3.2 Contact the SSC in order to access the Technical Support Operation, provide name of caller, name of Customer, System ID number, Service Agreement number, site(s) in questions, and brief description of the problem. 5.3.3 Supply on-site presence when requested by SSC. 5.3.4 Validate issue resolution prior to close of the Case. 5.3.5 Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. 5.3.6 Acknowledge that Cases will be handled in accordance with the times and priorities as defined in Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table 6.0 Network Preventative Maintenance Statement of Work 6.1 Description of Service Network Preventative Maintenance will provide an operational test and alignment on the Customer's Infrastructure Equipment (infrastructure or fixed network equipment only) to ensure the Infrastructure meets original manufacturer's specifications, as set forth in the applicable attached Tables(s) in Appendix 1. Network Preventative Maintenance will be performed during Standard Business Days. If System or Customer requirements dictate this service must occur outside of Standard Business Days, an additional charge may apply and Motorola will provide an additional quotation. Customer is responsible for any charges associated with helicopter or other unusual access requirements or expenses. 6.2 Motorola responsibilities: 6.2.1 Notify the Customer of any possible System downtime needed to perform this service. 6.2.2 Physically inspect the Infrastructure Equipment in the system (equipment cabinets, general circuitry, fault indicators, cables, and connections). 6.2.3 Remove any dust, and/or foreign substances from the Infrastructure. 6.2.4 Clean filters, if applicable. 6.2.5 Measure, record, align, and adjust the Infrastructure Equipment parameters in accordance with the manufacturer's service manuals and the Rules and Regulations of the Federal Communications Commission (FCC), where applicable. 6.3 Customer responsibilities: 6.3.1 Provide preferred schedule for Network Preventative Maintenance to Motorola. 6.3.2 Authorize and acknowledge any scheduled System downtime. 6.3.3 Maintain periodic backup of databases, Software applications and Firmware. 6.3.4 Establish and maintain a suitable environment (heat, light, and power) for the Equipment location and provide the Servicer full, free, and safe access to the Equipment so that the Servicer may provide services. All sites shall be accessible by standard service vehicles. 7.0 Advanced Replacement Statement of Work 7.1 Description of Services When available, Motorola will provide Customer with an Advanced Replacement unit(s) or FRU(s) in exchange for Customer's malfunctioning FRU(s). Non-standard • configurations, Customer-modified Infrastructure and certain third party Infrastructure are excluded from Advanced Replacement service. Malfunctioning FRU(s) will be evaluated and repaired by IDO and returned to IDO FRU inventory upon completion of repair. In ESS Statement of Work-ASTRO 25 Approved 1-28-08 10 cases where Advanced Replacement is not available or when a Customer requires the exact serial number to be returned, a FRU may be available on a Loaner basis. 7.2 Motorola responsibilities: 7.2.1 Use commercially reasonable efforts to maintain an inventory of FRU. 7.2.2 Provide, new or reconditioned units as FRU to Customer or Servicer, upon request and subject to availability. The FRU will be of similar kit and version, and will contain like boards and chips, as the Customer's malfunctioning Infrastructure. 7.2.3 Program FRU to original operating parameters based on templates provided by Customer as required in Section 7.3. If Customer's template is not provided or is not reasonably usable, a standard default template will be used. 7.2.4 Properly package and ship Advanced Replacement FRU from IDO's FRU inventory to Customer's specified address. 7.2.4.1 During normal operating hours of Monday through Friday 7:00am to 7:00pm CST, excluding holidays FRU will be sent next day air via Federal Express Priority Overnight or UPS Red unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO next flight out. In such cases, Customer will be subject to shipping and handling charges. 7.2.4.2 When sending the Advanced Replacement FRU to Customer, provide a return air bill in order for Customer or Servicer to return the Customer's malfunctioning FRU. The Customer's malfunctioning FRU will become property of IDO and the Customer will own the Advanced Replacement FRU. 7.2.4.3 When sending a Loaner FRU to Customer, IDO will not provide a return air bill for the malfunctioning Infrastructure. The Customer is responsible to arrange and pay for shipping the malfunctioning Infrastructure to IDO. IDO will repair and return the Customer's Infrastructure and will provide a return air bill for the customer to return IDO's Loaner FRU. 7.2.5 Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return. 7.3 Customer responsibilities: 7.3.1 Contact or instruct Servicer to contact the SSC and request an Advanced Replacement or Loaner FRU prior to shipping the malfunctioning Infrastructure or third party Infrastructure. 7.3.1.1 Provide model description, model number, serial number, type of System and Firmware version, symptom of the problem and address of site location for FRU or Infrastructure. 7.3.1.2 Indicate if the Infrastructure being sent in for service was subjected to physical damage or lightning damage. 7.3.1.3 Follow Motorola instruction regarding inclusion or removal of Firmware and Software applications from Infrastructure being sent in for service. 7.3.1.4 Provide Customer purchase order number to secure payment for any cost described herein. 7.3.2 Pay for shipping of Advanced Replacement or Loaner FRU from IDO if Customer requested shipping outside of standard business hours or carrier programs set forth in section 7.2.4. 7.3.3 Within five (5) days of receipt of the Advanced Replacement FRU from IDO's FRU inventory, properly package Customer's malfunctioning Infrastructure and ship the malfunctioning Infrastructure to IDO for evaluation and repair. Customer must send the return air bill, referenced in 7.2.4.3 above back to IDO in order to ESS Statement of Work-ASTRO 25 11 Approved 1-28-08 ensure proper tracking of the returned Infrastructure. Customer will be subject to a replacement fee for malfunctioning Infrastructure not properly returned. 7.3.4 If received, Customer must properly package and ship Loaner FRU back to IDO within five (5) days of receipt of Customer's repaired FRU. 7.3.5 Maintain templates of Software/applications and Firmware for reloading of Infrastructure 8.0 Software Subscriptions Statement of Work 8.1 Description of Service Motorola will provide to Customer Software Subscription services in accordance with this Statement of Work. Motorola will provide periodic software bulletins to Customer at the address provided by Customer in writing. These software bulletins announce and explain System Release for Motorola and Non-Motorola Software that are available to Software Subscription Customers for use with their upgrade-capable Motorola Equipment covered by these services. Motorola will provide applicable System Releases as ordered by Customer. Software Subscription consists of design services for System Release and review System audit data. Motorola will review System audit data along with an Equipment list to avoid potential Software incompatibilities between Equipment that is being upgraded versus Equipment, which is not upgraded with the System Release. Motorola will identify additional Equipment and engineering, (if applicable) for the System that is required as a result of the upgrade and will recommend a plan for installation of this additional Equipment. Implementation of this installation plan is not included with the Software Subscription. Additional Provisions for Software Subscription services that begin after December 31 2004. concerning ASTRO 25 Trunkinq Systems: Motorola recommends that Customer maintains continuity in receiving Software Subscription services until Customer decides to no longer install additional System Release. If, Customer discontinues Software Subscription services and later decides to retroactively pay and reinstitute Software Subscription services, then Motorola will provide those Software Subscription services from the date such services were reinstituted . Exclusions The Software Subscription program was designed to support Motorola's radio systems business. The Software Subscription program does not cover the following: P25 Subscriber equipment, Subscriber/Data Devices non-Motorola software, Radio Service Software and related services; Data Solution Operations; equipment, software, and services supplied to Motorola or Customer by PlantCML —(Motorola's E911 solution subcontractor); any hardware or software supplied to Customer by any Motorola business sector other than Networks & Enterprise; and software purchased by Customer from a third party. Software Subscription services do not, cover software support for virus attacks, games or other applications that are not part of the System, unauthorized modifications or misuse of the covered Software. Unless otherwise expressly provided in this ESS Statement of Work, Motorola is not responsible for management of anti-virus or other security applications (such as Norton). 8.2 Motorola responsibilities: 8.2.1 Provide to Customer the software bulletins announcing System Release. ESS Statement of Work-ASTRO 25 Approved 1-28-08 12 8.2.2 Provide to Customer (in response to a Customer order) those Features included in an System Release that apply to the Motorola Software in Customer's existing System components. 8.2.3 Perform the following Software upgrade design: 8.2.3.1 Review Infrastructure System audit data as needed. 8.2.3.2 Identify additional System equipment needed to implement an System Release, if applicable. 8.2.3.3 Complete a proposal defining the System Release, Equipment requirements, installation plan, and impact to System users. 8.2.3.4 Advise Customer of probable impact to System users during the actual field upgrade implementation. 8.2.4 Optional Features issued with a System Release are not included under this SSA but are available to Customer, under a separate agreement at a discount from current list price (20% for voice System Optional Features and 15% for data System Optional Features). 8.3 Customer responsibilities: 8.3.1 Customer must contact its Motorola representative to order an available System Release as directed in the Customer Support Plan. 8.3.2 Contact Motorola upon receiving a bulletin to engage the appropriate Motorola resources for a System Release. 8.3.3 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services to Customer 8.4 Special provisions: the following provisions apply to the Software Subscription services 8.4.1 Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed System Release from overwriting the Special Product Feature. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into an System Release and whether additional engineering effort is required. 8.4.2 Customer is encouraged to periodically install System Releases because they may include minor performance enhancements and will keep the System current. In addition, System releases may contain updated versions of third party software enabling customers to obtain optimal support for these products. Customer is encouraged to migrate the Motorola Software to the most current System Release because Releases are available for a limited time. If Customer's System is not maintained to a currently supported Equipment and Software version, future System Releases may not be compatible with Customer's existing System. 8.4.3 Additional hardware, software, or engineering services may be required if Customer desires to upgrade or migrate to a particular System Release other than the one being offered. Depending on the size and complexity of Customer's System, Motorola may, pursuant to a separate agreement, provide consultation services to determine the technological, operational and financial impact of installing a particular System Release on the System. Such consulting services, additional engineering services, and any additional hardware, and software are available for an additional fee. 8.4.4 Customer may use the Software (including any System Release) only in accordance with the applicable Software License Agreement. Nothing in this Statement of Work or caused by Motorola rendering these Software Subscription services is intended to modify the Software License Agreement or to alter Motorola's intellectual property rights in and to its Software. ESS Statement of Work-ASTRO 25 13 Approved 1-28-08 8.4.5 Software Subscription services do not include repair or replacement of hardware or Software caused by defects that are not corrected by the System Release, nor does it include repair or replacement of defects resulting from any nonstandard or improper use or conditions or from unauthorized installation of Software. 9.0 Infrastructure Software Installation Statement of Work 9.1 Description Of Service Infrastructure Software Installation provides the technical resources to install and activate one (1) System Release per SSA during the ESS Period. Exclusion This service excludes the Software installation for the ASTRO 25 master site or any Subscriber software installation. 9.2 Motorola responsibilities: 9.2.1 Install System Release on infrastructure equipment only that has been provided pursuant to the Software Subscription Statement of Work. 9.2.2 Install additional hardware and software as required by the System Release. 9.3 Customer responsibilities: 9.3.1 Purchase additional Equipment needed to implement an System Release. 9.3.2 If applicable, purchase a Software upgrade for the ASTRO 25 master site. 9.3.3 If the Servicer is required to travel beyond two (2) hours or one hundred twenty 0 (120) miles by vehicle from the prime site to a remote site to deliver this service, the Customer is responsible for incremental travel and expenses incurred. 9.3.4 Inform System users of upgrade plans and scheduled System downtime. Perform appropriate system backups and make them readily available during the installation of the System Release. 9.3.5 Properly store and make available purchased software and hardware needed for installation of the System Release. 10.0 System Audit Statement of Work 10.1 Description of Service A System Audit provides the technical resources to gather System configuration information. Depending on the specific requirements for the audit, information such as Software versions, hardware versions, model and serial numbers, equipment distribution and System layout/architecture is gathered and retained by Motorola. Motorola will provide a copy of the audit data to Customer. 10.2 Motorola responsibilities: 10.2.1 Determine information to be collected in the audit, as described above. 10.2.2 Contact Customer to schedule a mutually acceptable date and time for the audit, and inform Customer of scheduled System down-time in order to complete the audit. 10.2.3 Service will be performed during a Standard Business Day. 10.2.4 Collect System audit data. 10.2.5 Provide Customer a copy of the audit data collected. 10.2.6 Notify Customer if malfunctioning Equipment is discovered during the audit and whether that Equipment cannot be audited due to the malfunction. ESS Statement of Work-ASTRO 25 4 Approved 1-28-08 10.3 Customer responsibilities: 10.3.1 Provide Motorola full, free, and safe access to the Equipment so that the Servicer may collect the audit data. 10.3.2 If a subscriber audit is required for either purchasing new P25 radios or upgrading existing radio's to P25, the City of Fort Worth has the right to either provide Motorola the required information, or allow Motorola to perform the subscriber audit. Payment for the work will be negotiated at a future date. 10.3.3 If travel is required beyond two (2) hours or one hundred twenty (120) miles by vehicle from the prime site to a remote site to deliver this service, the Customer is responsible for incremental travel and expenses incurred. ESS Statement of Work-ASTRO 25 15 Approved 1-28-08 Appendix 1 Connectivity Matrix Private Network Connection IP VPN Standard solution for real time Connectivity Dedicated bandwidth configuration provided to monitor Customers Protected from unauthorized intrusion Encryption available Connectivity available throw h Motorola Monitored Elements Table $*—tam T Packet Routing Network; Zone Controllers; Database ASTRO 25 Server; FullVision Server; Zone Statistical Server;Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX, Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB; Conventional Channel Gateway (CCGW); Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site(Stations); Intelli Site Repeater RF Site(Site Controllers, Stations); Core, Exit, Gateway, Peripheral, Border, and Site routers, HP Switches master, prime,console and repeater sites switches, GGSN; CWR MOSCAD Overlay(TenSr, Station, Channel Banks,TRAK GPS, Site Power, Microwave) DOES NOT INCLUDE MONITORING OF ANY MOSCAD ALARM POINTS THAT DO NOT DIRECTLY IMPACT THE PERFORMANCE OF THE RADIO NETWORK. DOES NOT INCLUDE MONITORING OF ANYTHING OUTSIDE OF THE RADIO NETWORK UNLESS SPECIFICALLY STATED SECURITY ELEMENTS Core Security Management Server, Intrusion Detection (Monitoring and managing Security Elements is Sensor, Firewall,Anti-virus Application, Servicer dependent on Customer purchasing Core Security Authentication, Centralized Logging Server Management Server as Equipment with the Customer System) ESS Statement of Work-ASTRO 25 6 Approved 1-28-08 Severity Definitions Table Severity Level Problem Types Severity 1 0 Response is provided Continuously ■ Major System failure • 33%of System down • 33%of Site channels down • Site Environment alarms(smoke, access, temp,AC power.)as determined by SSC. ■ This level is meant to represent a major issue that results in an unusable system, sub-system, Product, or critical features from the Customer's perspective. No Work-around or immediate solution is available. [Severity 2 Response during Standard Business Day • Significant System Impairment not to exceed 33%of system down ■ System problems presently being monitored ■ This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub-system, product, or major non-critical features from a Customer's perspective. Customer has the option to determine if nature of issue is of severity level 1 or severity level 2. Severity 3 Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system, sub- system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. OnSite Infrastructure Response Times Table SEVERITY RESPONSE Severity 1 Within 4 hours from receipt of Notification Continuously offered Severity 2' Within 4 hours from receipt of Notification on a Standard Business Da Severity 3' Within 24 hours from receipt of Notification on a Standard Business Da *Standard Business Day Remote Technical Support Response Times SEVERITY RESPONSE Severit 1 Within 1 Hour from recei t of Notification, Continuously Severity 2' Within 4 Hours from receipt of Notification, Standard Business Da Severity 3` Within next Business Day, Standard Business Da `Standard Business Days ESS Statement of Work-ASTRO 25 Approved 1-28-08 17 Advanced Replacement Table ASTRO 25 7.0 and higher Inclusions, Exclusions, Exceptions and Notes for Infrastructure Infrastructure Exhibit Repair all items are subject to availability) Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre-amplifiers, antennas,cables,towers,tower lighting,and transmission lines Base Station(s)and Repeater(s) Includes Quantar, STR3000,GTR8000, GTR8000 HPD, IntelliRepeater/ISR. Quantar high power booster power amplifier, power supply and control board Excludes Fan Modules, Dual Circulator Tray, Site RMC Tray Central Electronics Banks Includes Logging Recorder Interface and Network Hub. Channel Bank(s) Includes Premisys,Telco, IMACS models 600,800. Excludes Siemens Comparator(s) Includes Astro-tac 9600, GMC8000, Comparators. Computer(s)/Workstations/Management Includes Pentium computers that directly interface with or control the Terminals communications System, including SiteLens and Systemwatch II, PT800 tablet HP x1100, HPx2100, HP xw4400-4600, HP VL600, HP VL800, ML850 laptop, MW800, ML900, ML910 laptop. Includes keyboards, mice and trackballs. Excludes non-Motorola branded laptop computers and all 286, 386, 486 computers;defective or phosphor-burned cathode ray tubes CRTs and burned-in flat panel display image retention. Console(s) Includes consoles(Centracom Gold series, MGEG, MCC5500, MCC7500) Includes headset jacks, dual footswitches, gooseneck microphones and Console Interface Electronics (CIE). Excludes Centracom I. Controller-trunking Includes GCP8000, Site Controller PSC9600, MTC9600, MZC5000, Sun Netra 240. Dicta hones and Recordin 7AAPR s all t es and models. Di itaI Interface Units Di itaI Si nalin Modems u on modem model availability Di ital Voice Modems u on modem model availability Embassy Switch ,AIMI,ZAMBI, AMB Firewall Includes Alteon Firewal l L3351 A, L3428A.Juniper Firewalls SSG520, SSG 1000. Excludes all other technologies Ke load Variable Loader Included Logging Recorder Includes NICE Excludes all other technologies MBEX(s)or NOVA Interconnect Only have Avaya Telephone Interconnect in 6.x/7.x(DTI 1000). Hardware for DTI1000- Intel Server TSRL-T2,TIGPR2U, and Avaya Difinity PBX, S8300, S8500. Microwave E ui ment. Excluded Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor-burned cathode ray tubes CRT(s)and burned-in flat panel displays image retention. Monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Moscad Includes FSA4000(7.4 only), Only NFM(Network Fault Management), as part of communication System only, RTU, ACE3600 RTU, SDM Site Manager RTU. Standalone MOSCAD and System Control and Data Acquisition (SCADA)must be quoted separately. Excludes Fire alarmin s stems. Network Fault Management Includes Full Vision. User Configuration Manager(UCM), Zone Confituration Manager(ZCM), Unified Event Manger(UEM), Unified Network Confi urator UNC . Excludes NMC Packet Data Gatewa Includes Non-Redundant, High Performance Data Printer(s) Includes printers that directly interface with the communications S stem. ESS Statement of Work-ASTRO 25 Approved 1-28-08 18 Advanced Replacement Table(cont.) Receiver(s) Includes Quantar, GTR8000, GTR8000 HPD Receivers. Excludes Fan Modules, Dual Circulator Tray, Site RMC Tray Routers Includes ST5500, ST5598, S2500-S6000,ASTRO Switch Routing Center(CWR)ST6200A. Excludes all other technologies Servers Includes Netra 240,cPCI, HP DI-360, HP MI-370, hp ML110,, HP InfoVista Server. IR8000 series, LX4000 series, Intel Server TSRL-T2, TIGPR2U, Proventia 201 Linux IDSS, Proventia GX4002C,Trak9100. Network Management Server includes cPCI Chassis, Power Supply, Fan Tray, Controller Hard Drive, CD ROM Drive, Tape Drive, CPU, Client PC's, Excludes Core security Management Server, Firewall Servers, Intrusion Detection Sensor Server, Monitors, Memory Module 0182915Y02, Rear Fan RLN5352, Central Process Card 0182915Y01 Simulcast Distribution Am lifier s Included Switch Avaya Difinity PBX, S8300, S8500. Nortel Passport 7480, Cisco Catalyst 6509, HP 5308 LAN switch, HP ProCurve Switch 2524, 2650, 2626, SS1100 Text Messa ging Services HP DL360 Server Universal Simulcast Controller Interfaces Included UPS Systems. Excluded Workstation Included ESS Statement of Work-ASTRO 25 Approved 1-28-08 19 Network Preventative Maintenance ASTRO 25 Operational Check CO-LOCATED/REMOTE SITE Repeater(s), Control Station(s) TX Frequency in Hz TX Power Output of Station Forward/Reflected TX Power Output out of Combiner Forward/Reflected TX Low Speed Deviation TX Test Pattern Deviation TX BER RX Tower/Rack Mounted Amplifier RX RF Level at 5% BER at Receiver and Through Multi-Coupler Receiver Desense/ Degradation do to Site Noise and TX Desense Site Controllers Wireline Audio Input&Output Levels Check Lights/Fan Operation Check/Ali n Frequencv Standard Roll to Redundant Controller Test Site Trunkin Failsoft Modes if possible) Router/Switches Multiple Control Channel Switching All Equipment Check Li hts/Fan Operation Check Diagnostics/Alarms MASTER/PRIME SITE(RF Equipment) Power Supply Voltages Master/Prime Site Controllers Check Lights/Fan Operation Roll to Redundant Controller Router/Switches Check Lights/Fan Operation ASTRO-TAC Comparators Check for receiver to Comparator audio path ACTAC 9600 Comparator All sites on line? V.24 link Channel Bank health- link delays Channel Bank/ transport health for all sites- dia nostics/alarms Roll to Redundant Power Supply MASTER/PRIME SITE(Servers) Master Site Servers health (diagnostics/alarms) Complete backup of databases Roll to Redundant Zone Controller if possible) Misc Equipment Remote Access Test Check all modems for proper levels&synchronization MBX/Other telco interface common equipment GPS Roll to Redundant Receive Reference Module Frequency Standards (check 1 PPS, 5 MPPS, composite) Check Power Supply Voltages POWER Check Dia nostics/Alarms UPS AC/DC Volta es/Batteries Switch-Over Operations Generator Switch to Generator Power— — AC to DC Power Unit(RF equipment) Switch to Battery Power ESS Statement of Work-ASTRO 25 Approved 1-28-08 20 Check Diagnostics/Alarms CONSOLES POSITIONS/REMOTES Audio Input&Output Level Ethernet Operation CEB/MCC Power Supply Voltage,and AC Ripple Switches, Lights, CRT CEB/MCC Signal Levels Wiring and Grounding for each Position Check and Clean keyboards, CPU. CRT's CEB/AFB/MCC diagnostics TRUNKING TEST(Completed at all sites) Talk rou Test Multi group Call Private Call Secure Call ESS Statement of Work-ASTRO 25 Approved 1-28-08 21 Terms and Conditions for ESS SECTION 1 SERVICE DESCRIBED A. Motorola will provide ESS services for the Equipment in accordance with the following standards: (i) Motorola parts or parts of equal quality will be used; (ii) the Equipment will be serviced at levels set forth in Motorola's product manuals; and (iii) routine service procedures that are prescribed by Motorola will be followed. B. At Customer's request, Motorola may provide additional services at Motorola's then applicable rates for such services. C. Customer must maintain, and upon reasonable request by Motorola, provide a complete equipment list indicating serial numbers, model numbers, and location of Infrastructure Equipment. D. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. E. Customer must immediately notify Motorola in writing when any Equipment is added, lost, damaged, or stolen, or taken in or out of service. F. Customer must notify Motorola immediately of any Equipment failure. SECTION 2 EXCLUDED SERVICES A. ESS Services exclude 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 accidents, liquids, power surges, neglect, acts of God, or other force majeure events. B. Motorola has no obligation for any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium. C. Unless specifically included in a writing executed by Motorola, Service of Equipment excludes items that are consumed in the normal operation of the Equipment, such as batteries, magnetic tapes, and computer supplies; upgrading or reprogramming of Equipment (unless part of an System Release or replacement); accessories, belt clips, battery chargers, custom or special products, or modified units; or repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. SECTION 3 RIGHT TO SUBCONTRACT/ASSIGNMENT Assignment rights shall be governed by Exhibit A to the System Purchase Agreement, General Provisions, Section 19. SECTION 4 TIME AND PLACE OF SERVICE ESS Services will be provided at the location specified in the ESS Statement of Work. When Motorola performs service at the Customer's location, Customer will provide Motorola, at no charge, a non-hazardous and secure work environment with adequate shelter, heat, air conditioning, light, and power, and with full and free access to the Equipment. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its services. Unless otherwise specified in the ESS Statement of Work, the hours of service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Customer will pay any charges associated with helicopter or other unusual access requirements or expenses. SECTION 5 WARRANTY Motorola warrants that its services under this ESS program will be free of defects in materials and workmanship for a period of ninety(90) days from the date of performance of the services. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ESS Statement of Work-ASTRO 25 Approved 1-28-08 22 M&C Rev�w City Council Agenda • FORT WORTI COUNCIL ACTION: Approved on 6/1512010 - Ord. No. 19188-06-2010 DATE: 6/15/2010 REFERENCE NO.: C-24272 LOG NAME: 04PUBLIC SAFETY CODE: C TYPE: RADIO SYSTEM NON-CONSENT PUBLIC HEARING: NO SUBJECT: Authorize Execution of an Agreement with Motorola Inc., Using a Houston-Galveston Area Contract for Equipment and Professional Services to Install Public Safety Radio System Infrastructure at a Cost Not to Exceed $1,700,000.00, and Adopt a Supplemental Appropriation Ordinance Increasing Appropriations in the Information Systems Fund by the Same Amount and Decrease the Unaudited, Unreserved, Undesignated Fund Balance of that Fund by the Same Amount RECOMMENDATION: It is recommended that the City Council: 1. Authorize execution of an Agreement with Motorola Inc., Using Houston-Galveston Area Contract No. RA 01-08 for Equipment and Professional Services to install Public Safety Radio System Infrastructure for the Information Technology Solutions Department at a cost not to exceed$1,700,000.00;and 46,2. Adopt the attached supplemental appropriation ordinance increasing appropriations in the Information Systems Fund by 700,000.00 and decreasing unaudited, unreserved, undesignated fund balance by the same amount. DISCUSSION: This M&C is for the purchase of the required P25 digital interoperable radio infrastructure necessary to provide a minimum back-up capability for the current aging public safety system and the prerequisite equipment to support a new radio site in southwest Fort Worth needed due to annexations, and to provide the foundation for a new radio system. It includes a new"master switch"at our Eagle Mountain Lake Radio Site and transmitter/receiver equipment at the downtown Burnett Plaza Radio Site as well as the necessary equipment to allow communications between new technology used at new radio sites and the existing radio system. City Radio Maintenance staff has worked to extend the life of the current system and it is now over 18 years old and beginning to experience increasing failures and service degradations. Since the beginning of 2010, there have been 14 incidents that resulted in serious system-wide failures or performance degradations in the public safety system. Seven of those have occurred in the last 60 days. The system typically operates with 80 percent-90 percent capacity available but there have been instances of this capacity dropping to 50 percent available simply due to the age and fragility of the system. When this happens, system users experience "busy signals"preventing them from making calls. This has affected Police whose officers have had to use back up channels during major events like speedway races to ensure officers at the events have an operational radio system to rely on.Although the system has sufficient capacity for daily operations, significant events stress and in some cases overload it, reducing the system's capacity and preventing communications. Key components of the radio system have now reached their end of life expectancy and are no longer supported by the manufacturer.Additionally the current system is unable to support the interoperability goals as set forth in the Texas Statewide Communications Interoperability Plan. As the City annexes new areas, the radio system must be expanded to provide coverage in these areas. Plans currently are to start 4an additional site in southwest/Walsh Ranch area of the City within the next year to provide radio coverage in this area. The rastructure funded by this project is a prerequisite to installing this additional radio site. This new site will also improve coverage areas that have substandard coverage. http://apps.cfwnet.org/counal_packet/me_review.asp?ID=13526&cDundidate=6/15/2010(1 of 2)[6/16/2010 2:07:23 PMl M&C Review �V Staff is actively putting together the replacement and funding plans for the current radio system. In May 2010 Council approved M&C C-24221 authorizing staff to hire Buford Goff and Associates, Inc., (BGA)to develop a Master Plan for the Public Safety Radio System,develop the Radio System Technical Architecture and to negotiate New Radio System Costs. BGA notes that upgrades of this nature typically take 18-60 months from contract signing to final system acceptance. Staff has been pursuing grants to support Qs project and received one for$1.145 million that has been used to upgrade hand held and mobile radios to be compatible with ' ie new system.Additionally, staff is engaging with other radio system owners in the region and the North Central Texas Council of Governments to establish a"county"wide interoperable radio system.The North Texas Interoperable Communications Coalition (NTICC) is being created to provide seamless interoperability between jurisdictions and eliminating redundancy and reducing costs as well as providing communications interoperability with other regions throughout Texas and the nation. Recently NTICC provided the Mayors'Council an overview with regard to NTICC and an interoperable radio system for the county and was invited back to the August meeting to provide a presentation. NTICC has recently initiated discussions with the Tarrant 911 District for possible assistance.Additionally NTICC has begun pursuing federal funding. In the event staff decides that it is prudent for the City to pursue federal funding as part of NTICC,the issue will be presented to the Legislative and Intergovernmental Affairs Committee (LIAC)and if approved by the LIAC,then to City Council for addition of this issue to the"Support"element of the 2010 Federal Legislative Program. The IT Sourcing Initiative will have no impact on this project. The Texas Interlocal Cooperation Act permits joint participation by local governments,states, state agencies and non-profit corporations to use the Houston-Galveston Area Council(H-GAC) Cooperative Purchasing Program. Purchases made by using H- GAC procedures satisfy otherwise applicable competitive bidding requirements. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager for an amount up to$50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE—A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions Department and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. is FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon adoption of the attached supplemental appropriations ordinance, funds will be available in the current operating budget, as appropriated, of the Information Systems Fund. TO Fund/Account/Centers FROM Fund/Account/Centers P168 539120 0046020 $1,700,000.00 P168 539120 0046020 $1,700,000.00 Submitted for City Manager's OfDce by: Karen Montgomery(6222) Originating Department Head: Peter Anderson (8781) Additional Information Contact: Steve Streiffert(2221) ATTACHMENTS 1PUBLIC SAFETY RADIO SYSTEM AO doc http://apps.cfwnet.org/council-packet/mc_review.asp?ID=13526&coundldate=6/15/2010(2 of 2)[6/16/2010 2:07:23 PM]