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HomeMy WebLinkAboutContract 31945 MOrOROLA intelligence everywhere" CITY SECRETARY 3)Q CONTRACT NO . _ MOBILE DATA COMPUTERS COMMUNICATIONS SYSTEM AGREEMENT CITY OF FORT WORTH, TX REVISION HISTORY: City of Fort Worth,Texas Mobile Data Computer Project City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 COMMUNICATION SYSTEM AGREEMENT City of Fort Worth, Texas Mobile Data Computer Project Motorola, Inc., a Delaware corporation ("Motorola"), and the City of Fort Worth, Texas, a municipal corporation organized under the laws of the state of Texas and situated in Tarrant, Denton, and Wise counties, Texas ("Customer or the City") enter into this Communications System Agreement (the "Agreement" or "Communications System Agreement"), effective as of the last date signed below (the "Effective Date"), pursuant to which Customer will purchase and Motorola will provide Customer with a Communications System to include mobile data computers and installation parts, vehicle radio modems, magnetic stripe readers, and specified mounting equipment. Section 1 EXHIBITS The Exhibits below are hereby incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Exhibit A Motorola Software License Agreement Exhibit B Payment Milestones Exhibit C Technical and Implementation Documents C-1 Equipment List C-2 Statement of Work, Including Acceptance Test Plan and Project Schedule Exhibit D System Acceptance Certificate Section 2 DEFINITIONS Capitalized terms used in this Agreement and not otherwise defined within the Agreement have the following meanings: "Communications System" or "System" is the communications system described in Exhibit C, including, but not limited to, the Equipment, Software and all services described in the, Statement of Work, Acceptance Test Plan and Equipment List. "Equipment' is the equipment specified in the Equipment Lists "Motorola Software" is software whose copyright is owned by Motorola. ® MOTOROLA Motorola Confidential Proprietary June 9th,2005 1 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 "Non-Motorola Software" is software whose copyright is owned by a party other than Motorola. "Software" includes Motorola and any Non-Motorola Software that may be furnished with the Communications System. Section 3 SCOPE OF AGREEMENT A. SCOPE OF WORK. Motorola will assemble and integrate the Equipment and Software, and deliver, install and test the Communications System at designated sites, as specified in Exhibit C and in accordance with this Agreement and, specifically, with the Project Timeline and Implementation Schedule, as specified in C-2, and the Payment Milestones, as specified in Exhibit B. Customer will perform its responsibilities as specified in Exhibit C and in accordance with this Agreement. Motorola shall perform all work described in and pursuant to this Agreement in a professional manner and in conformance to professional standards. B. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost of or time required for the performance of this Agreement, Motorola and Customer will agree to an equitable adjustment in the Agreement price or performance schedule, or both; provided, however, that if Motorola requests the change and Customer consents, such change shall not result in or create any delay in any milestone set forth in the Project Schedule set forth in C-2 unless otherwise specifically agreed to in writing by Customer. Motorola is not obligated to comply with requested changes unless and until both parties execute a written change order. Changes that increase Customer's costs under this Agreement by more than $25,000.00 must be approved by Customer's City Council prior to execution of a written change order. C. ADDITIONAL PRODUCTS. For one (1) year after the date of Final System Acceptance, Customer may purchase additional Equipment as add-ons to the Communications System ("Add-on Equipment") at the same prices as those established for such Equipment hereunder unless Motorola reduces the list prices of the equipment to a level below the contract price. . For years two (2) and three (3) after Final System Acceptance, Customer may submit purchase orders for additional equipment manufactured by Motorola which is within the scope of this Agreement and which is currently available at the time of order. If Customer and Motorola have agreed to a convention for processing electronic data interchange ("EDI") transactions, purchase orders may be transmitted electronically. Each purchase order must specifically refer to this Agreement and will be an offer by Customer subject to Motorola's acceptance. Except for pricing (other than for Add-on Equipment, which prices are itemized in the Equipment List and are guaranteed from the Effective Date of this Agreement until the expiration of one (1) year following the date of Final System Acceptance) and delivery terms, which must be stated on the purchase order, Customer and Motorola agree that the applicable terms of this Agreement will be the only terms and conditions that govern the purchase and sale MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 of products identified on such purchase orders. Customer and Motorola agree that the procedure for payment of all additional products so purchased will be in accordance with the procedure set forth in Section 5 this Agreement. D. MAINTENANCE SERVICE. After the first year following expiration of the Warranty Period, Customer may purchase maintenance services and software support for the Communications System pursuant to a separately executed service agreement and software subscription agreement between Motorola and Customer. E. MOTOROLA SOFTWARE. Any Motorola Software furnished will be licensed to Customer solely according to the terms and restrictions of the Software License Agreement attached as Exhibit A. Customer hereby accepts all of the terms and restrictions of the Software License Agreements as negotiated between Motorola and the City of Fort Worth. F. NON-MOTOROLA SOFTWARE. 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; provided, however, that nothing in this Section 3.F, the Software License Agreement or any restrictions or requirements of copyright owners of Non-Motorola Software shall be deemed or construed to limit or restrict in any way the System Functionality Warranty provided by Motorola in accordance with Section 8.13 of this Agreement. G. PROJECT MANAGEMENT. Motorola shall assign a project manager acceptable to Customer, who is authorized to exercise technical direction of all duties and obligations of Motorola and Motorola's subcontractors under this Agreement. Motorola agrees to meet and consult with Customer before designating a new or alternate project manager and allow Customer reasonable right of refusal. Motorola's project manager shall have authority to negotiate changes in or amendments to this Agreement on behalf of Motorola. In addition, any and all of Motorola's officers, agents, employees, and subcontractors may, at the option of Customer, be subject to a security check at any time. Customer shall have the right to require the removal from Customer's premises any of Motorola's officers, agents, employees or subcontractors if Customer reasonably determines, such individual's presence is inappropriate under the circumstances, and Motorola agrees that it will immediately comply with and assist Customer in such removal. At Customer's request, Motorola shall promptly provide Customer with the names, dates of birth, drivers' license numbers and other identification documents required by Customer of Motorola's officers, agents, employees or subcontractors that will be present on Customer's premises in order for Motorola to fulfill its obligations under this Agreement for the purpose of standard background/criminal checks. ® MOTOROLA June 91k,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 H. PROJECT STATUS MEETINGS. From the Effective Date of this Agreement until Final System Acceptance, Motorola agrees to conduct periodic project status meetings at locations specified by Customer. These meetings shall be conducted on not less than a monthly basis and may be conducted more frequently if requested by Customer and/or Motorola. Motorola agrees to submit at a minimum monthly status reports covering such items as progress of work being performed, milestones attained, problems encountered, corrective actions taken and project financial status. Each progress report will include status and milestone progress of all subcontracted work. Section 4 PERFORMANCE SCHEDULE A. Motorola and Customer agree to perform their responsibilities in accordance with the Statement of Work and the Project Timeline and Implementation Schedule. Milestones and milestone payments are to be activity based / related, not cumulative time based / related. If milestone payments are tied to deliverables, if the deliverable moves so does the milestone payment. B. By executing this Agreement, Customer authorizes Motorola to proceed with the manufacture, assembly, integration, delivery, installation, and testing of the Communications System. No further notice to proceed, purchase order, authorization, resolution, or any other action will be required unless required by applicable laws or ordinances. Section 5 PAYMENT SCHEDULE A. The total contract price for all equipment, software and services provided under this Agreement is not to exceed $4,433,075, for which Customer agrees to make payments in accordance with the Payment Milestones in Exhibit B. B. Freight charges for all Equipment, software and any and all other products and supplies provided hereunder are included in the Contract Price. All material to be shipped FOB Destination. C. Notwithstanding anything to the contrary in this Agreement, Motorola understands that Customer has appropriated no more than $4,433,075 for purposes of the manufacture, assembly, integration, delivery, installation and testing of the Communications System and all other work or services provided by Motorola or its subcontractors under this Agreement. Motorola understands and agrees that Customer shall not be liable to Motorola or any of its subcontractors for any sums in excess of such amount unless Customer's City Council first approves and appropriates sums in excess of such amount, in which case such additional sums shall also be included as part of the Contract Price as defined and interpreted in this Agreement. D. All invoices from Motorola shall be submitted to Customer's Project Manager or, in his or her absence, the Director of Customer's IT Solutions Department. With the exception of Payment I which shall be made within 14 days of execution of contract, ustomer shall pay invoices for services and deliverables received and approved by © MOTOROLA June 91k,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 Customer within thirty (30) days of receipt. If Customer has any questions or disputes regarding such invoices, Motorola shall make Motorola personnel available as needed to answer or resolve such, and Customer shall be allowed additional time to pay the questioned or disputed portion of those invoices. Section 6 TRAINING Motorola will provide training as set forth in the Statement of Work attached hereto. If Motorola or Customer request a change in any Training schedule within thirty (30) days of the date that such Training was originally to occur, the party requesting the change shall pay the other party any actual and reasonable increased costs directly associated with the change. Section 7 FINAL SYSTEM ACCEPTANCE A. Motorola will perform tests of various components of the Communications System and a final test of the fully integrated Communications System in accordance with the Statements of Work/Acceptance Test Plans. Acceptance of the Communications System will occur upon the successful completion of such final testing of the System as a fully integrated Communications System, as outlined in and in accordance with the Statement of Work/Acceptance Test Plan ("System Acceptance"), at which time both parties shall promptly document any deficiencies, failures, or problems, in the form of a Punch List. Final System Acceptance Certificates will not be issued by the City of Fort Worth until all issues on the Punch List have been resolved to the sole satisfaction of the City of Fort Worth ("Final System Acceptance"). Customer shall not unreasonably delay Final System Acceptance. Both parties will execute certificates of acceptance as the installation milestones are completed. Customer and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule with clearly defined and agreed to due dates. Reference to 'System Acceptance' SHALL NOT equate to 'Final System Acceptance'. B. Motorola agrees to notify Customer when Motorola is ready to conduct acceptance testing, in accordance with Section A.1.10 of the Statement of Work. Motorola and Customer agree to commence acceptance testing within ten (10) business days after receiving such notification, subject to resource availability for both Motorola and the City, the testing may be delayed for up to an additional ten (10) business days. Section 8 WARRANTY 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. Customer must notify © MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 Motorola in writing if Equipment or software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY WARRANTY. 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 in accordance with their terms and conditions. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished or specified for use by Motorola or another party in accordance with the provisions of this Agreement that is attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance where the functionality is reduced for reasons beyond Motorola's control including but not limited to i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or Radio Frequency (RF) coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Customer changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act outside the scope of the ordinary use of the Communications System by parties who are beyond Motorola's control, including Customer or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. The Warranty Period for non-Motorola manufactured Equipment will be stated in this section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace the defective Equipment with the same or equivalent Equipment acceptable to Customer 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 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. © MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 c) Defects or damage occurring from testing, operation, maintenance (except first line/front line echelon maintenance provided by Customer), installation, alteration, modification, or adjustment not (i) provided by Motorola pursuant to this Communications System Agreement or (ii) otherwise authorized in writing by Motorola. d) Breakage or damage to antennas unless caused directly by defects in material or workmanship. e) Equipment that has been subjected to unauthorized Equipment modifications, disassembly or repairs (including the addition to the Equipment of non-Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries that carry a separate limited warranty. h) Equipment which, due to illegal or unauthorized alteration of the software/firmware in the Equipment, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Equipment at the time the Equipment was initially distributed from Motorola. i) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. j) Software (which is covered by the Software License Agreement). k) Normal and customary wear and tear. 1) On site response, except where it pertains to specific new equipment, that is purchased as part of this Agreement. m) After hours warranty support. n) Systems diagnostics or response is not included as part of this Agreement. o) Any services requested that do not pertain to specific equipment that is part of this Agreement, will be billed at prevailing time and material rates. ® MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 D. MOTOROLA SOFTWARE WARRANTY. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit A. 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 is 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. Section 9 DELAYS A. Successful project implementation will require cooperation and fairness between the parties. Because it is impractical to provide for every contingency that may arise during the course of performance of this Agreement, the parties agree to notify the other in writing if they become aware that any condition will significantly delay performance. The parties will agree to reasonable extensions of the project schedule by executing a written change order that may, or may not, have a financial impact. B. Under no circumstances will either party be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party ("Excusable Delays"). Such events include, but are not limited to, acts of God, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental action, bid protests, fire, strikes, lock-outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor. C. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities. In the event of a Customer delay during the time of shipment, Motorola may ship the equipment as scheduled to a location as designated by the Customer or if no such location is designated, a Motorola designated storage facility. Motorola shall not ship equipment until advised by the City that the site is ready. If either party materially delays performance under this Agreement, Motorola and Customer shall discuss the reasons for the particular delay and negotiate in good faith a solution to address such delay and will execute a written change order that may, or may not, have a financial impact, if appropriate. © ANOTOROLA June 41h,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 Section 10 DEFAULT A. If Motorola fails to complete delivery, installation or acceptance testing in accordance with this Agreement, Customer may consider Motorola to be in default, unless an Excusable Delay has caused such failure. Customer agrees to give Motorola written notice of such default. Motorola will have thirty (30) calendar days from the receipt of such notice to provide a written plan of action that is acceptable to Customer to cure the default. Such written plan of action shall include milestones necessary to cure the default and timetables for achieving those milestones and shall be signed by Motorola and Customer. B. If Motorola fails to cure the default within the timetables and in accordance with the plan of action that Customer has accepted, Customer may (i) terminate any unfulfilled portion of this Agreement and, at Customer's sole option, complete the Communications System at a quality and to a capability equaling, that specified in this Agreement through a third party or (ii) if the Communications System or any component thereof cannot be completed through a third party as provided in subsection (i) above, demand and receive specific performance by Motorola. If Customer completes the Communications System through a third party, Customer may recover all reasonable costs and expenses incurred in the course of completing the Communications System to a capability not exceeding that specified in the Agreement, less the unpaid portion of the Contract Price. Customer agrees to use its best efforts to mitigate such costs. Motorola's liability under this Section is subject to the limitations of the Section entitled Limitation of Liability of this Agreement. Section 11 LIABILITY AND INDEMNIFICATION A. GENERAL LIABILITY AND INDEMNITY. MOTOROLA SHALL BE RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS OR DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF MOTOROLA, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND/OR SUBCONTRACTORS, IN THE PERFORMANCE OF OR RELATED TO THE PERFORMANCE OF THIS AGREEMENT. IN ADDITION, MOTOROLA SHALL DEFEND, INDEMNIFY AND HOLD CUSTOMER HARMLESS FROM AND AGAINST ANY AND ALL LAWSUITS, CLAIMS, ACTIONS, DEMAND, LIABILITIES OR OTHER COSTS AND EXPENSES WHICH MAY ACCRUE AGAINST CUSTOMER TO THE EXTENT THAT THE SAME ARE CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF MOTOROLA, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND/OR SUBCONTRACTORS. THE TERMS, CONDITIONS AND PROVISIONS OF THIS PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT. ® MOTOROLA June 9t/i,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 B. PATENT AND COPYRIGHT INFRINGEMENT. Motorola will defend, at its own expense, any suit brought against the Customer to the extent that it is based on a claim that the Equipment or Motorola Software infringes a patent or copyright, and Motorola will pay those costs and damages finally awarded against the Customer in any such suit which are attributable to any such claim, but such defense and payments are conditioned on the following: i) Motorola must be notified promptly in writing by Customer of any notice of such claim; ii) Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise; and iii) should the Equipment or Motorola Software become, or in Motorola's opinion be likely to become, the subject of a claim of infringement of a United States patent or copyright, Customer will permit Motorola, at its option and expense, either to procure for Customer the right to continue using the Equipment or Motorola Software or to replace or modify the same so that it becomes non-infringing. In addition, at Customer's sole option and directive, Motorola shall grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be based upon generally accepted accounting standards for such Equipment and Software. MOTOROLA WILL HAVE NO LIABILITY WITH RESPECT TO ANY CLAIM OF PATENT OR COPYRIGHT INFRINGEMENT TO THE EXTENT THAT SUCH CLAIM IS BASED UPON A PATENT OR COPYRIGHT INFRINGEMENT ARISING DIRECTLY BECAUSE OF A COMBINATION OF THE EQUIPMENT OR MOTOROLA SOFTWARE FURNISHED HEREUNDER WITH SOFTWARE, APPARATUS OR DEVICES NOT FURNISHED OR SPECIFIED BY MOTOROLA HEREUNDER, NOR WILL MOTOROLA HAVE ANY LIABILITY FOR THE USE OF ANCILLARY EQUIPMENT OR SOFTWARE NOT FURNISHED OR SPECIFIED BY MOTOROLA AND WHICH IS ATTACHED TO OR USED IN CONNECTION WITH THE EQUIPMENT. Section 12 DISPUTES A. Motorola and Customer will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, the dispute may be mediated by a mediator chosen jointly by Motorola and Customer within thirty (30) business days after notice by one of the parties requesting non-binding mediation. If both parties consent to mediation, Motorola and Customer will share the cost of the mediation equally. The parties may postpone mediation until they have completed some specified but limited discovery about the dispute. The parties may also replace mediation with some other form of non-binding alternate dispute resolution ("ADR") procedure. Any mediation, ADR procedure or other negotiations or meetings pertaining to a claim, controversy or problem arising under this Agreement shall be held at a location in Fort Worth, Tarrant County, Texas. B. Any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial request for non-binding mediation may then be submitted by either party to a court of competent jurisdiction ® MOTOROLA June 9th,2005 City of Fort Worth,Texas Mobile Data Computer RFP#04-0230 in accordance with Section 16.J of this Agreement. Each party consents to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two-month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. Section 13 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability to Customer for claims or damages asserted by Customer, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the total Contract Price. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This Limitation of Liability will survive the expiration or termination of this Agreement. Section 14 INSURANCE From the Effective Date of this Agreement until Final System Acceptance, Motorola shall maintain, in full force and effect, a policy or policies of insurance as specified in this Section 14 to cover risks related to Motorola's scope of work under this Agreement. At a minimum, Motorola shall provide coverage of the types and at the limits specified herein: • Commercial General Liability: $1,000,000.00 per occurrence; $2,000,000 annual aggregate; • Business Automobile Liability: $1,000,000 combined single limit • Worker's Compensation: Applicable Statutory Limits The insurers for all policies must be approved to do business in the State of Texas. Certificates of Insurance provided by Motorola under this Agreement shall (i) list Customer as an additional insured and (ii) provide that the respective policy shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice has been give to the Risk Manager, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102. Motorola shall provide Customer with a copy of its Certificate(s) of Insurance prior to the effective date of this Agreement. ® MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 Section 15 TERMINATION Customer may terminate this Agreement, in whole or in part, at any time and for any reason following at least thirty (30) calendar days' advance written notice to Motorola. Customer shall pay Motorola for (i) all Equipment provided and services and other work performed by Motorola through the effective date of termination; (ii) actual and reasonable expenses incurred by Motorola in the removal of installation and test equipment from Customer's premises; and (iii) any actual and reasonable costs which may be borne by Motorola in the early and abrupt termination for convenience of subcontracts, provided that Customer has approved in writing the provisions of such subcontracts that relate to termination by Motorola or liquidated damages or other financial obligations of Motorola due to termination by Motorola, which approval shall not unreasonably be withheld. Section 16 GENERAL A. TITLE AND RISK OF LOSS. Title to respective Equipment will pass to Customer upon delivery to Customer's facilities as directed by Customer. Full risk of loss, however, shall not pass to Customer until completion of the Installation of Equipment Milestone set forth in Exhibit C provided, however, that after delivery of Equipment to Customer's facilities but before payment by Customer to Motorola for that Equipment, Customer shall be responsible for any losses or damages to Equipment to the extent that such are directly caused by the negligent act(s) or omission(s) or intentional misconduct of Customer, its officers, agents, servants and/or employees. Title to Software will not pass to Customer at any time. B. TAXES. The purchase price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, all of which (other than federal, state, and local taxes based on Motorola's income or net worth) will be paid by Customer except as exempt by law. C. CONFIDENTIAL INFORMATION. Customer and Motorola will not disclose to third parties any material or information that is identified by either party to the other as proprietary and confidential ("Confidential Information") without the other party's prior written permission unless required by law; provided, however, that Customer may disclose Confidential Information of Motorola to Customer's employees, agents, consultants and other contractors, in which case Customer shall identify to such parties the nature and obligations of Customer with respect to that Confidential Information. Notwithstanding the foregoing, Motorola understands and acknowledges that the Customer is a public entity under the laws of the State of Texas, and as such, all information held by Customer or that customer has a right of access to is subject to public disclosure under Chapter 552 of the Texas Government Code. Customer may be required to disclose information that may reveal Motorola proprietary information to third parties under the Texas Government Code or by any other legal process, law, rule or judicial order by a court of competent jurisdiction. If either Customer or Motorola is required by law to disclose © MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 such material or information, the disclosing party will notify the other party prior to such disclosure. D. DISCLAIMER OF LICENSE. Except as explicitly provided in the Motorola Software License Agreement included in Exhibit A, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right under any patents, patent applications, copyrights, trade marks, trade secrets or other intellectual property of Motorola. E. ASSIGNABILITY. This Agreement may not be assigned by either party without the prior written consent of the other party except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment following at least thirty (30) days' advance written notice to Customer. F WAIVER. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. G. SEVERABILITY. If any portion of this Agreement is held to be invalid or unenforceable, that provision will be considered severable and the remainder of this Agreement will remain in full force and effect as if the invalid provision were not part of this Agreement. H. HEADINGS AND SECTION REFERENCES. The headings given to the sections of this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers. I. ENTIRE AGREEMENT. This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. J. GOVERNING LAW AND VENUE. This Agreement will be governed by and construed in accordance with the laws of the State of Texas. Venue for any action arising under or related to the terms and conditions of this Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. K. NOTICES AND CORRESPONDENCE. Notices authorized or required under this Agreement must be in writing and, along with all written correspondence, mailed via United States Mail, certified, return receipt requested, to the below addresses: City of Fort Worth Motorola, Inc. Attn: Project Manager Q MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 Radio Services Division Attn: Contracts and Compliance IT Communications & Infrastructure Services 6450 Sequence Drive 1000 Throckmorton San Diego, CA 92121 Fort Worth, TX 76102 As to written correspondence from one party to the other that concerns or is related to the clarification, proposed solution or any other situation requiring a written response from the other party, both Motorola and Customer shall have a maximum of ten (10) business days from receipt to respond in writing to such correspondence. If the receiving party believes that the contents of such correspondence does not conform to the requirements of this Agreement, or otherwise disagrees with such correspondence, it shall notify the sending party in writing within the above-stated ten (10) business days, defining in detail such non-acceptance. In the event that the receiving party finds the content of the correspondence in conformance to the requirements of this Agreement, it shall, within the above stated ten (10) business days, notify sending party in writing of this fact, and such notification shall constitute acceptance of the content of the correspondence delivered. Because certain Agreement deliverable documents requiring Customer's approval may require more than ten (10) business days for Customer to complete its review process, Customer may have up to thirty (30) business days to review and approve documents and manuals relating to the functional specification and administration of the System or any portion thereof. L. COPIES. Customer shall have the right to make as many copies of Motorola's written application system documentation as necessary for Customer's own internal use (including, but not limited to, any consultants or other contractors retained by Customer for assistance related to this Agreement or the Communications System) except as prohibited by copyright restriction. Customer agrees that authorized copies will contain any trade secret notice found in Motorola's original document. In addition, Customer shall have the right to make as many copies of any user manuals, technical manuals, maintenance manuals or other similar types of documents provided by Motorola under this Agreement as necessary for Customer's own internal use. Customer shall also have the right to make copies of Motorola's software programs and documentation except as may be specifically prohibited under the Software License Agreement. M. MOTOROLA SUBCONTRACTORS AND SUPPLIERS. Motorola may not subcontract with a third party for the provision of any services or materials whose value or cost exceeds $1,000.00 without the advance written consent of Customer which consent will not be unreasonably withheld. Motorola will enter into written contracts with all subcontractors that are approved by Customer, which contracts shall incorporate this Agreement for all purposes. In no event shall Customer's ® MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 approval of any subcontractor of Motorola relieve Motorola of its responsibilities and obligations under this Agreement. Throughout this Agreement and all Exhibits attached hereto, references to the duties and obligations of a specific subcontractor of Motorola shall also be fully binding on and enforceable against Motorola as if Motorola itself were providing the services or supplies provided by the subcontractor. N. DISASTER RECOVERY. In the event a disaster or accident beyond Customer's control impairs the operation of the System, Motorola shall use its best efforts to help Customer restore operations as quickly as possible at rates not to exceed those set forth in or calculated in accordance with those in the Service Agreement or those last paid by Customer for similar services. O. SECTIONS SURVIVING TERMINATION OR FINAL SYSTEM ACCEPTANCE. The terms and conditions of Sections 8, 10, 11, 12, 13, 16.J shall survive the termination date of and/or date of Final System Acceptance under this Agreement. P. RIGHT TO AUDIT. Motorola agrees that Customer 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. Customer may send a representative to a Motorola facility during normal business hours to conduct such limited review, or at Customer's request Motorola will provide copies of the specific documents to Customer's location for its review. Motorola books and records provided to Customer 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 Customer 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. Customer 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 Customer 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 Paragraph P above, involving transactions to the subcontract, and further, that Customer 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. Customer shall give subcontractor reasonable advance notice of intended audits. ® MOTOROLA June 9d1,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 (b) Motorola and subcontractor agree to photocopy such documents as may be requested by the City. The City 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. In witness whereof, the parties have caused duly authorized representatives to execute this Agreement in multiples on the dates set forth below. IN WITNESSW E City of F W rth Motorola, Inc. By: By: Name: - 1 6-U Name:" L.. (/y' AREA CONTROLLER Title: S S i ,T�( iy�A-N A G&P Title: Date: Date: Approved as to Form and Legality: Assistant City Attorney M&C: T " OI J, ��I gjoS REVIEWED AND APPROVED AS TO FORM Attest: oa sELF MOTOROLAAT OM'R>�C7S,RAmCOAMjANCE DEPT, By: City Secretary MOTOROLA June 91h,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 EXHIBIT A SOFTWARE LICENSE AGREEMENT ® MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 EXHIBIT A SOFTWARE LICENSE AGREEMENT This Software License Agreement is between Motorola, Inc., a Delaware corporation ("Motorola"), and the City of Fort Worth ("Licensee"). Section 1 SCOPE Licensee may acquire from Motorola's Commercial, Government, and Industrial Solutions Sector ("CGISS") radio communication products ("Products") that contain embedded or pre-loaded Motorola software such as in a ROM, PROM, or EPROM, or other Motorola software provided on media such as a floppy disk, tape, diskette, or CD- ROM. All such software (including Radio Service Software and FLASHport® Software) is referred to as "Motorola Software." In addition, third party software may be included which Motorola does not own but is licensed to distribute. The terms of this Agreement apply to any such third party software unless an additional license agreement pertaining to the third party software is enclosed, in which case the terms of such license apply to said third party software. This Agreement contains the terms under which Licensee may use Motorola Software acquired from CGISS. Section 2 GRANT OF LICENSE Motorola hereby grants to Licensee a personal, non-exclusive license for use of those products and quantities as described in the Statement of Work under Motorola's applicable proprietary rights to use Motorola Software in accordance with the terms of this Agreement. Section 3 LIMITATIONS ON USE Licensee may use Motorola Software only for Licensee's internal business purposes and only as described in the Motorola Software or Product documentation. Any other use of Motorola Software is strictly prohibited and will be deemed a breach of this Agreement. Licensee may not copy, modify, adapt, merge with other software, reverse engineer, prepare derivative works of, or disassemble any Motorola Software for any reason, except that Licensee may make at most two copies of Motorola Software provided with infrastructure equipment for back-up purposes. Licensee must purchase a copy of Radio Service Software for each site at which Licensee uses Radio Service Software; Licensee may make one additional copy for each computer owned or controlled by Licensee at each such site. Licensee may temporarily use Radio Service Software on portable or laptop computers at other sites. Prior to acquiring any Radio Service Software or upon Motorola's request, Licensee must provide a written list of all sites where Licensee uses or intends to use Radio Service Software. Licensee must reproduce all Motorola copyright and trademark notices on all copies of Motorola Software. ® MOTOROLA June 911j,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 Section 4 TRANSFERS If Licensee transfers ownership of Products to a third party, Licensee may assign its rights to use Motorola Software (other than Radio Service Software and FLASHport® Software) embedded in or furnished for use with those Products provided that (a) Licensee transfers all copies of such Motorola Software to the new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request) completed and signed by the new owner. Otherwise, Licensee may not transfer or make available any Motorola Software to any third party. Section 5 OWNERSHIP AND TITLE Title to all copies of Motorola Software in any form, including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola. Section 6 CONFIDENTIALITY Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade secrets and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or other improper use of Motorola Software will result in harm to Motorola. Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents who need to use Motorola Software for Licensee's internal business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of Motorola Software. Section 7 LIMITED WARRANTY During the Warranty Period, as defined in Section 8.A of the Communication System Agreement, Motorola warrants that the Motorola Software and Non-Motorola Software whose copyright owner has granted to Motorola the right to sublicense such Non- Motorola Software, when used properly, will be free from reproducible defects that eliminates the functionality of a feature critical to the primary functionality of the System. The primary functionality of a data system is point-to-point data transmission. Motorola does not warrant that Licensee's use of the Software or the Products will be uninterrupted or error-free, but does warrant that the Motorola Software and/or the Products will perform in accordance with the Communication System's functional requirements as a fully integrated system and in accordance with the representations made by Motorola in the Communication System Agreement. During the Warranty Period, Motorola, at Motorola's sole cost and expense and at no cost to Customer, will promptly take all steps necessary, including, but not limited to, complete replacement of any Motorola Software causing a respective malfunction of the System, to make the Motorola Software fully operational for purposes of the System as a fully integrated System as specified in Exhibit C. EXCEPT FOR PERSONAL INJURY OR DEATH, MOTOROLA'S TOTAL LIABILITY, AND LICENSEE'S SOLE REMEDY, FOR ANY BREACH OF THIS WARRANTY WILL BE LIMITED TO, AT MOTOROLA'S OPTION, ® MOTOROLA June 91lt,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 REPAIR OR REPLACEMENT OF THE MOTOROLA SOFTWARE AT NO COST TO LICENSEE OR PAYMENT OF LICENSEE'S DIRECT DAMAGES UP TO THE CONTRACT PRICE. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT THE MOTOROLA SOFTWARE "AS IS" AND WITH NO WARRANTIES OF ANY KIND. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 8 LIABILITY AND INDEMNIFICATION The liability and indemnification provisions set forth in the paragraphs of Section 11 of the Communications System Agreement shall extend and fully apply to and be a part of this Software License Agreement. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 9 TERM AND TERMINATION Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and will continue in perpetuity unless terminated as follows. Licensee's right to use Motorola Software will terminate upon written notice following a breach of this Agreement, by Licensee and Licensee's failure to cure such breach within ten (10) business days after being given a written notice by Motorola of such breach. In addition, if Motorola reasonably believes that Licensee has breached or intends to breach this Agreement with respect to Radio Service Software or FLASHport® Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such Motorola Software, unless within ten (10) business days of receipt of such notice, Licensee delivers a letter to Motorola which states that Licensee does not intend to breach this Agreement and such letter in good faith addresses all facts and circumstances giving rise to the sending of the letter as set forth therein to the reasonable satisfaction of Motorola. Within thirty (30) business days after termination of Licensee's right to use any Motorola Software, Licensee must certify in writing to Motorola that all copies of such Motorola Software have been returned to Motorola or destroyed. Section 10 NOTICES All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the below addresses. Change of address must be in writing to the other party. ® MOTOJ90LA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP#04-0230 City of Fort Worth Motorola Inc. Attn: Project Manager— Radio Services Division IT Solutions Department Attn: Contract and Compliance Manager 1000 Throckmorton 6450 Sequence Drive Fort Worth, TX 76102 San Diego, CA 92121 Section 11 GENERAL A. COPYRIGHT NOTICES. The existence of a copyright notice on Motorola Software will not be construed as an admission or presumption that public disclosure of Motorola Software or any trade secrets associated with Motorola Software has occurred. B. WAIVERS. No waiver of a right or remedy of a party will constitute a waiver of another right or remedy of that party. C. ASSIGNMENTS. Motorola may not assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Motorola Software, without the advance written consent of Licensee except that Motorola may assign such rights or subcontract such obligations to any of its affiliates following at least thirty (30) days' advance written notice to Licensee. D. ENTIRE AGREEMENT AND AMENDMENT. Except for the Communication System Agreement and all Exhibits thereto, this Agreement contains the parties' entire agreement regarding Licensee's use of Motorola Software and may be amended only in a writing signed by both parties. If Motorola is required to modify this Agreement as necessary to comply with applicable laws and regulations, including FCC regulations, Licensee shall cooperate fully with such efforts and this Software License Agreement shall be reasonably amended in a writing signed by both parties to comply with such laws and regulations. E. GOVERNING LAW AND VENUE. This Agreement will be governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State of Texas. Venue for any action arising under or related to the terms and conditions of this Software License Agreement shall lie in state courts located in Tarrant County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division. F. TERMS. Terms in this Software License Agreement that are capitalized but not specifically defined shall have the same definitions as those provided for such terms in the body of the Communication System Agreement. ® MOTOROLA June 9th,2005 City of Fort Worth, Texas Mobile Data Computer RFP# 04-0230 In witness whereof, the lies have caused duly authorized representatives to execute this Agreement in multi s on the dates set forth below. CIty of FW h Motorola, Inc. ,� STEVEN I PALM Name Name: 1 AREA CONTROLLER Title: SST Ccry 6�/1w-,`.IA 6&-C-- Title: Date: (-Q- I+- b S Date: . c, Approved as to Form and Leaaility: By: REVIEWED AND APPROVED AS TO FORM Assistant City Attorney �-j 6- ELF DATE MOTOROLA CONTRACTS AND COMPLIANCE DEPT. ® MOTOROLA June 9th,2005 t r i�. k 3 W � tz t S i `/ } # . � City of Fort Worth,Texas Exhibit B:MILESTONE PAYMENT Mobile Data Computer RFP#04-0230 EXHIBIT B- MILESTONE PAYMENT SCHEDULE Mobile Data Computers $3,883,075 No. Milestone Percent Amount 1 Execution of contract 50% $1,941,538 2 Delivery of mobile data computers to the field and completion of inventory report 50% $1,941,538 (to be billed on monthly basis in 4 installments) Total 100% $3,883,075 Install and Programming Services $550,000 No. Milestone Percent Amount 1 Execution of Contract 0% $0 2. Installation of the mobile data computers in vehicles 100% $550,000 (to be billed on monthly basis in 4 installments) Total 100% $550,000 Total Contract $4,433,075 MOTOROLA Motorola Confidennal Proprietary June 91h,2005 EXHIBIT C—I �2 • �ƒ�2 . ; � . ..y < . .g. am± . EQUIPMENT LIST City of Fort worth,Texas Exhibit C-1:EQUIPMENT LIST Mobile Data Computer RFP#040230 EXHIBIT C1-EQUIPMENT LIST Item Qty Nomenclature Description 1 605 F5207 MW 800W/40G8 HD 1a 605 V056 ADD:MOUNTING TRUNNION, CPU 1b 605 V648 ADD: 17FT(5.2M)DISPLAY-CPU CBL,M 1c 605 V699AK ENH: TWO(2)YEAR EXPRESS SERVICE P 1d 605 VA00038 ENH:WINDOWS XP PRO OS MW 800 US 1e 605 VA00041 ADD'256MB DDRAM, MW800 1g 605 VA00045 ADD: KEYBOARD, USB, BACKLIT, US, MW 1i 605 VA00057 ADD: PRIVATE DATATAC RADIO,35W,80 1j 605 VA00258 ADD: 1.5GHZ PENTIUM-M PROCESSOR,2M 2 605 V699AJ 2 YEAR ESP WARRANTY FOR VRM850 3 605 VA00043 ADD:COLOR DISPLAY 12.1'SVGA 350NI 4 1 DDN6871 USB FLOPPY DISK DRIVE 5 1 FHN6480 HARDWARE H.D 40GS 6 9 RVN4133 RSS VEHICLE RADIO MODEM 500/600/650 7 9 RVN4175 WINDOWS CPS FOR MCS 2000 8 9 RKN4063 FLASH PROGRAMMING CABLE(RIB TO ACC 9 9 FKN4752 MODEM-RADIO-RIB 3-WAY ADAPTER 10 9 30803691371 CABLE,ASSY. IBM TO RIB 11 9 RLN1015 SMART RIB 12 9 3080369672 9 PIN PC TO RADIO INTERFACE BOX 13 9 180302E27 SMART RIB POWER SUPPLY 14 605 DS301900002 DIGI USB HUB 15 605 DSF3U13316 16 FOOT USB CABLE 16 550 PAF4220A 80OMHZ WHITE 806-866 17 550 MDBM ANTENNA MOUNT AND CABLE(manufacturers part number) 18 550 CV-CSMTS-M800 Lund Ind-CV-CSMTS-M800 19 550 7110-0613 Gamber Keyboard © Motorola Confidential Proprietary June 9th,2005 i EXHIBIT -2 x'4a Statement of Mrk f 3 I �Y CITI-OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP'04-0230 C. STATEMENT OF WORK This document, known as the Statement of Work (SOW), describes the deliverables to be furnished to the City of Fort Worth, Texas, and the tasks to be performed by Motorola, its subcontractors, and the City to implement this installation. Motorola, in this offering, will provide six hundred and five MW800 Mobile Data Computers and six hundred and five VRM850 modems for the City's Police and Marshal vehicles. Motorola will also provide five hundred and fifty VRM antennas and six hundred and five USB hubs. Motorola understands that a portion of the total quantity purchased will be spare units and will not be included in this installation effort. Therefore installation pricing is included for the following: • Five hundred and fifty MW800 Mobile Data Computers with 350 NIT, 12.1 inch displays • Five hundred and fifty VRM850 modems, complete with GPS software option installed but not enabled, and antennas • Five hundred and fifty USB hubs This SOW.describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola and the City during the project implementation. Specifically, this SOW provides: ■ A summary of the phases and tasks to be completed within the project lifecycle ■ A list of the deliverables associated with the project ■ A description of the responsibilities for both Motorola and the City ■ The qualifications and assumptions taken into consideration during the development of this project This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations. Motorola Confidennal Proprietary A!l7Tdl4Ql.A June 9th,1005 1 CITY"OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA CONrPUTER RFP#04-0230 C. 1 PROJECT IMPLEMENTATION Based on many years of experience, Motorola has developed a project implementation methodology that identifies major project phases— Contract/Project Initiation, Design Review, Order Processing, Manufacturing, Civil Work, Installation, Software Installation and Integration, Acceptance Testing, Subscriber Installation, and Project Finalization. Depending on the particular project, all or some of these phases may be required. A visual representation of these phases is shown in Figure 1. Each phase follows a Work Breakdown Structure (WBS) that clearly identifies the work to be performed during this project. DeManufacturing sign Review Lifecyde Methodolgy r. Optimization Trainintl IF Acceptance Testing Subscribe Installatio oject Finalizabon stipport Figure 1: Project Lifecycle Methodology. Motorola Confidential Proprietary pyp June 9th,2005 2 CITY OF FORT WORTH,TEkAs EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 Throughout the duration of this project, Motorola will provide the equipment and services within each phase as described within this SOW. Detailed descriptions of the specific tasks associated with the individual phases are contained in the following sections. C.1.1 Contract/Project Initiation The implementation process will begin WBS WBS Name with the Contract/Project Initiation Element phase. During this phase, the project A.1 Project Im lementation teams from Motorola and the City meet A 1 °�� ,�o tract P�ecf W#iatror i to begin the project. A.1.2 Design Review A.1.3 Order Processin This phase is considered complete A.1.4 Manufacturing when the Project Kickoff Meeting has A.1.5 Civil Work been held with Motorola and the City A.1.6 Installation A.1.7 Software Installation / in attendance and the project scope, Integration schedule, and roles/responsibilities are A.1.8 Removal/Disposal of Debris documented. A.1.9 Training A.1.10 Acceptance Testing A.1.11 Subscriber Installation C.1.1.1 Identify Team and A.2 Project Finalization Administer Project As the systems integrator, Motorola provides the resources and processes necessary to complete the tasks within this project. Motorola will designate a single individual as the program manager whose primary responsibility and authority will be to manage and administer this project to successful completion as defined within the Communications System Agreement (CSA). This individual is the Motorola point of contact for the City. The program manager will ensure that all objectives are met within cost and schedule constraints, and provide timely reporting of the overall progress of the project via the refinement of the proposed Project Schedule (DELIVERABLE 1), Project Status Reports (DELIVERABLE 2), Meeting Minutes (DELIVERABLE 3), and Action Item Logs (DELIVERABLE 4). In addition Motorola will ask that the City identify a single point of contact to represent the City and be responsible for all the City signature approvals. C.1.1.2 Conduct Project Kickoff Meeting The project will be initiated with a Project Kickoff Meeting that includes key City and Motorola project participants. The date, time, and location of the meeting will be mutually agreed upon between Motorola and the City. The objectives of this meeting include: Motorola Confidenrial Proprietary p-rpp June 9th.2005 3 CTT 'OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 ■ Introduction of all project participants ■ Review of the roles of the project participants to identify communication flows and decision-making authority between project participants ■ Review of the overall project scope and objectives ■ Review of the resource and scheduling requirements ■ Review of the project schedule to address any upcoming milestones or events ■ Review of the team interaction, meetings, reports, milestone acceptance, and the City's participation in particular phases Detailed project schedules are integral to the management of the project and will be produced by the Motorola team to provide a timeline analysis for all phases of the project. The Project Schedule will emphasize all milestones and the critical path, which is essential for the successful completion of the project. The City and Motorola will mutually agree upon the Project Schedule to determine implementation tasks, priorities, and inter-dependences. This Project Schedule will provide the framework for task completion. Changes to the schedule outside of the mutually agreed upon tasks and completion dates can be accommodated through the change order process. C.1.2 Design Review A traditional detailed project design WBS WBS Name review is done when the project Element involves many system components. A.1 Project Implementation This project includes subscriber installs A.1.1 Contract/Pro ect Initiation 2 desa A.1-.2' v ; h,R6yi6w .. and various subscriber options. A.1.3 Order Processing Therefore, a traditional design review A.1.4 Manufacturing is not necessary. The review of this A.1.5 Civil Work project will encompass reviewing A.1.6 Installation installation methods, configuration, A.1.7 Software Installation / programming and the installation Integration schedule. The goal of this review is to A.1.8 Removal/Disposal of Debris A.1.9 Training achieve written agreement on the A.1.10 Acceptance Testing overall project scope, installation A.1.11 Subscriber Installation methods and scheduling. A.2 Project Finalization This phase is considered complete when all documentation deliverables associated with this phase have been delivered to the City and signed by the designated representative from the City. Motorola Confidential Proprietary AlOTOROLA June 9th,2005 4 CIT,'OF FORT WORTH,TEXAS EXHmrr C-2:STATEMENT OF WORK MOBILE DATA COWUTER RFP#04-0230 C.1.3 Order Processing WBS WBS Name Element The completion of the Design Review A.1 Project Implementation phase triggers the onset of the Order A.1.1 Contract/Project Initiation Processing phase. A.1.2 Design Review F .t � �lyder Fyra es R,i" 7 To ensure an accurate and complete A.1.4 Manufacturing order, the Equipment List goes through A.1.5 Civil Work a validation process that checks for A.1.6 Installation valid model numbers,valid versions, A.1.7 Software Installation/Inte ration compatible options to main equipment, A.1.8 Removal/Disposal of Debris and delivery data. Validation is not A.1.9 Training complete until the system verifies that A.1.10 Acceptance Testing the Equipment List contains the correct A.1.11 Subscriber Installation model numbers, version, options, and A.2 Project Finalization delivery data. As part of this process,Motorola will create Ship Views for all equipment. Ship Views are the mailing labels that carry complete shipping information. They direct the timing,method of shipment and ship path each item will take to reach their ultimate destination. This makes the tracking of the factory orders more manageable for the program manager and team. All equipment will be shipped to the DFW Communication—Fort Worth location. DFW will transport and deliver to the City's installation facility. The City will receive and store equipment on a weekly basis. The final step within order processing is the creation of the orders for the equipment based on all the information gathered. Once the Equipment List has cleared all validation points, a Motorola Credit Analyst will reconcile the list(s) to the original purchase order or contract. The procurement of third party equipment also takes place during this phase of the project. Motorola Conficiennal Proprietary MpTpRpL.R Jane 9tA 2005 5 CITY OF FORT WORTH,TElAs EXEOBrr C-2:STATEMENT OF WORK MOKLE DATA COMPUTER RFP#04-0230 This phase will be deemed complete when the equipment order is bridged to the manufacturing facility: C.1.4 Manufacturing was WBS Name Element Based on the equipment order, A.1 Pro ect Implementation Motorola will manufacture and/or A.1.1 Contract/Project Initiation procure the items necessary for the A.1.2 Design Review project. For Motorola manufacturedA 1.3 Order Processing equipment, the manufacturing facility AJ A.1.5 Civil Work will test each subscriber unit prior to A.1.6 Installation shipment to the field. In addition to the A.1.7 Software Installation / individual tests applied to all units Integration shipped,Motorola's Product Quality A.1.8 Removal/Disposal of Debris Engineering Department performs A.1.9 Training additional tests on periodic samples. A.1.10 Acceptance Testing These additional tests include A.1.11 Subscriber Installation A.2 Project Finalization performance tests under environmental extremes (e.g.,temperature,humidity,vibration, etc.). This phase will be deemed complete when the equipment is ready to be shipped for field installation and testing. C.1.5 Civil Work WBS WBS'Name This is a subscriber only offering and Element civil work is not included as part of this A.1 Project Implementation offering. Therefore, no tasks are A.1.1 Contract/Project Initiation A.1.2 Design Review associated with this phase. A.1.3 Order Processing A.1.4 Manufacturing A N A.1.6 Installation A.1.7 Software Installation / Integration A.1.8 Removal/Disposal of Debris A.1.9 Training A.1.10 Acceptance Testing A.I.i 1 Subscriber Installation A.2 Project Finalization Motorola Confidential Proprietary M�r'OROLA Jane 9th.2003 6 CITX OF FORT WORTH,TEXAS EXIiBrT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 C.1.6 Installation Once the equipment is received at the WBS 11 WBS Name designated location, Motorola will Element install the equipment per the approved A,1 Project Implementation installation schedule. A.1.1 1 Contract/Project Initiation A.1.2 Design Review This phase will be deemed completed °.1.3 Order Processing when all Mobile Data units and A.1.4 Manufacturing peripheral equipment have been A 1 5 Civil Work installed in the vehicles designated by s'` ggrstiafiro A.1.7 Software Installation / the City. Integration A.1.8 Removal/Disposal of Debris C.1.6.1 Manage Receipt of A.1.9 Training Equipment A.1.10 Acceptance Testing A.1.11 Subscriber Installation Motorola will ensure that all equipment A.2 Project Finalization is sent to DFW Communications - Fort Worth location. Motorola will coordinate the receipt, delivery and inventory of all equipment with the City's point of contact. DFW will transport a weekly supply of equipment for delivery and storage at the City's installation facility. The City of Fort Worth will provide storage for up to ten additional units at a designated City facility for use on this project. All mobile data equipment will be staged at DFW Communication—Fort Worth location. Motorola will utilize a barcode system to track equipment as received. The Barcode system utilized by Motorola is Symbol's P360 Scanner System which is capable of decoding Code 39, Code 39 Full ASCII, Trioptic Code 39 and Code 93. C.1.6.2 Install Equipment Motorola will install the equipment included in this project in City vehicles in accordance with a mutually agreed upon installation schedule. The installation will be done at a City facility. Specifically. Motorola • Will install subscriber equipment as specified in the Equipment List, System Description and installation drawings. Installation drawings will depict the connectivity between the MW800, VRM850 and USB hub as well as connectivity to the antenna and power systems. The installation drawings will also include typical hardware mounting configurations. The City of Fort Worth and Motorola will approve the installation drawings prior to the commencement of installations. ■ Will install the hard drive image. (Note: The City is to provide and test the final MW800 hard drive configuration for the Police Department and Marshal. Motorola will perform the hard drive Motorola Confidential Proprietary M07.ONpLA June 9th 2005 7 CITY OF FORT WORTH,TEXAS Exmmrr C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 imaging process to create the hard drive image files to be installed on the MDC hard drives) ■ Motorola is not quoting removal of any existing equipment ■ All work will be performed during normal business hours Monday through Friday 7:30Ah1 to 4:00 PM, unless otherwise agreed to by both the City and Motorola. City of Fort Worth holidays will be recognized and will prevail. ■ Motorola will provide two installation crews and it is anticipated that each crew will be able to install 4 vehicles per day for a total of 8 vehicle installations per day. ■ The installation quotes are based upon receiving units from the Police Department's Make Ready Shop complete of all retrofitting including mounts. If this is not the case, for whatever reason, Motorola will provide revised installation pricing to the City as a change order. This includes but is not limited to newly purchased vehicles or another mounting configuration than currently offered in this proposal. C.1.6.3 Hardware Installation — Device Connectivity The City of Fort Worth has experimented with various hardware mounting solutions and will determine the final mounting configurations and device locations within.the vehicle. Please note the Environmental Specifications regarding the operating temperature ranges of the proposed equipment. Motorola cannot warrant device functionality when operating temperatures exceed the published specifications. i MW-800 2 ea. USB ports, one reserved for Operating Temperature Display keyboard; other can be used for Range -30C to +70C (-22F general purpose UO. Supports USB to +158F) 2.0/1.1. Display cable provides USB connectivity to the CPU MW-800 CPU 2 ea. USB ports for general purpose Operating Temperature UO. Supports USB 2.0/1.1 Range -30C to +70C (-22F to +158F) 1 ea. DB-9 serial RS-232. Reserved for external Vehicular Radio Modem Motorola Confidential Proprietary M0'r0 0, q June 9th,2005 8 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 �7` x � USB Hub 4 ea. USB 1.0/1.1 ports with an Operating Temperature upstream connection to a standard Range OC to +55C (32F to USB port on the host computer 131 F) Motorola 1 ea. DB-9 serial RS-232 port for Operating Temperature VRM850 connection to the MW-800 CPU. 1 Range -30C to +60C (-22F Vehicular Radio ea. DB-9 serial RS-232 port for to +140F) Modem connection to an auxiliary - GPS receiver The City has indicated the preference to procure external Vehicular Radio Modems. As a result, the total number of required DB-9 RS-232 and USB connections is as follows ■ DB-9 RS-232: 1 —since there is only one RS-232 serial connector on the MW-800 CPU, it will be used for the VRM ■ USB: 2 —one for the keyboard and one for the USB hub. There are a total of 4 USB ports available with the MW-800. Two are located on the display and two are located on the CPU. As such, there are enough USB ports to accommodate the proposed equipment. A USB hub will be included for each of the 550 installations. The USB hubs will be interfaced to one of two available USB ports on the MW-800 CPU which will be located in the trunk. 605 USB hubs are included in this proposal (550 will be installed, 55 will be spares). The USB hub can be used for items such as "thumb-drives" and future accessories such as mobile printers.. Motorola Confidential Proprietary Iy4aTono" June 9th,2005 9 CITY OF FORT WORTH,TEXAS EXHIBIT C-2:STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 C.1.7 Software Installation/Integration The optimization services included in _ S WBSNarne this proposal are described below. Element Specific responsibilities of Motorola A.1 Project Implementation and the City of Fort Worth are A.1.1 Contract/Project Initiation indicated. In addition, this section A.1.2 Design Review describes specific services that are A.1.3 Order Processing excluded from this proposal. A.1.4 Manufacturing A.1.5 Civil Work A.1.6 Installation C.1.7.1 Tiburon MAKO/MDSlli9� o'r,"'l " * " $ I W-011 Motorola will install the City of Fort A.1.8 Removal/Disposal of Debris Worth's current MAKONDS A.1.9 Training software, and associated configuration A.1.10 Acceptance Testing files, on a test unit. The City will A.1.11 Subscriber Installation provide a copy of the current A.2 Project Finalization executables and configuration files directly from a known, working Police and Marshal unit. The City shall provide personnel authorized to execute all dispatching, messaging and query functionality in order to verify proper MAKONDS functionality on the test unit. Motorola will participate in the testing of MAKONDS. The City is responsible for resolving any and all licensing and functional issues found to exist when attempting to operate MAKONDS on the new WindowsTM XP mobile computing devices. Motorola will configure the function keys on the MW800 display to match the function-key definitions of the MAKONDS application. The City is responsible for editinc, the Tiburon terminal tables to include new terminal and Vehicular Radio Modem IDs for the new mobile data computers and VRMs. All new terminal and VRM IDs shall be entered prior to commencing mobile data computer installations. The terminal and VRM ID's may be input at any time prior to the start of installations. Motorola will work closely with their production facility and will provide the VRM IDs as far in advance as available to allow the City time for entry into the Tiburon CAD system. The ID inputs are made via the City's Tiburon CAD system. Motorola is not certified to provide this service. C.1.7.2 Tiburon Automated Reporting System Motorola is of the understanding that the City of Fort Worth is currently implementing a Tiburon Records Management System(RMS). Part of the RMS implementation includes Tiburon's Automated Reporting System (ARS), Motorola Confidential Proprietary MOTOROLA hose 9th,2005 10 CITY OF FORT WORTH,TExAs EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 which is a client application used for report writing. The City shall provide a copy of the ARS application, which has been pre-tested and verified to be functional on the existing mobile data network. The City shall provide personnel authorized to install the ARS application and execute all report writing functionality, inclusive of creating a report and transmitting the report to the RMS system, in order to verify proper ARS functionality on the test unit. Motorola will participate in the testing of ARS. The City is responsible for resolving any and all licensing and functional issues found to exist when attempting to operate ARS on the new WindowsTM XP mobile computing devices. The City is responsible for editing the Tiburon user and authorization database allowing users to use the ARS application. All user and authorization database modifications shall be complete before commencing mobile computer installations. C.1.7.3 Exclusions The following exclusions are provided as a benchmark as of the submittal of this proposal. Such services can be negotiated (for additional charges) should the City desire to include them. Motorola is prepared to quote separately, integration and optimization services, upon further evaluation and discussion with the City. Motorola would like to assess the full complement of current and desired software functionality, in order to provide a services quote that adequately meets the needs of the City of Fort Worth. ■ Motorola's participation in the integration of MAKO excludes any modifications to MAKO configuration files or alterations of the functionality of currently operational police units. The City may provide a revised configuration of MAKO as long as the City tests the modifications and deems them appropriate for mass distribution during mobile computer installations. Further, Motorola's participation excludes any responsibility for resolving MAKO functionality issues. ■ Motorola's participation in the integration of MAKO excludes the installation, configuration and testing of versions of MAKO beyond the version installed in City of Fort Worth police units at the time each unit was "re-flashed" during the Motorola/Tiburon CAD/Mobile-data project. The City may provide a new version of MAKO as long as the City configures and tests the new version and deems it appropriate for mass distribution during mobile computer installations. Motorola will assist the City by reviewing standard MW-800 configuration options in order to address issues presented by new versions of the MAKO application. Motorola Confidential Proprietary MpTdgpLq June 9th,1005 11 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 ■ Motorola's participation in the integration of ARS excludes all aspects of installation, configuration and testing, other than to provide a test unit and observe the City's progress when verifying proper ARS functionality. Motorola will work with the City to coordinate commencement of vehicular installations once the City is satisfied with the results of their integration efforts. ■ This proposal does not include software licenses, software installation media, installation or integration services for: o Windows TM policy management o Antivirus protection The City of Fort Worth is responsible for establishing policy management settings and installing/configuring antivirus software. Motorola will work with the City to make sure the City is satisfied with their policy management and antivirus integration results before commencing vehicular installations. C.1.7.4 Radio Frequency Data System Traffic Loading Analysis This proposal includes Motorola systems engineering services associated with estimating, simulating and measuring the additional traffic load presented by the new applications to be implemented by the City. Specifically, these applications are: ■ Tiburon's MDS messaging, query and dispatch application ■ Tiburon's Automated Reporting System (ARS) application ■ Police Department Automatic Vehicle Location and in-vehicle mapping applications Services associated with estimating, simulating and measuring the additional traffic load are described in the following sections. They are intended to provide a means of determining if the existing Radio Frequency (RF) infrastructure can support the anticipated increase in traffic; followed by measuring the actual performance of the system after the new applications are implemented. C.1.7.4.1 Estimating the Additional Traffic Load An estimate of the additional traffic load will be determined by analyzing the traffic generated by the test units that will be used in the acceptance test procedures described in section A.1.10. Motorola will capture data generated by the MAKO/KIDS, ARS and AVL applications of the test units. The intent is to gather actual application messaging rates of the test units as a means of Motorola Confidential Proprietary A90'r0M0 a June 9th,1005 12 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATENENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 estimating the per-unit amount of data generated by a typical user. The result will be an estimate of independent MAKO/MDS, ARS and AVL message profiles, which can be used by Motorola to simulate the resulting, additional traffic load on a fleet-wide basis. Even though this procurement will not include the purchase of GPS receivers, Motorola will work with the City to add a GPS receiver to the test units described in section A.1.10. As such, an actual AVL message profile can be derived and included in the simulation of additional traffic load. The City will provide a GPS receiver for test purposes. C.?.7.4.2 Simulating the Additional Traffic Load After the message profiles have been gathered, Motorola will use them to simulate the amount of traffic represented by the entire fleet of Police and Marshal users. Using previous traffic loading data, Motorola will add the estimated additional traffic to the known, actual, current traffic load. The results of the simulation will yield information describing the revised percentage of Radio Network Controller and RF channel utilization. The revised utilization figures will provide an indication of whether or not the new applications can be supported by the existing RF infrastructure, or if a revised configuration of the applications and/or hardware is necessary. For example, the simulation may indicate the need to revise the GPS receiver programming template in order to lessen the amount of traffic placed on the RF backbone. On the other hand, if modifications to the applications aren't possible, the results of the simulation could indicate the need to add hardware or "middle- ware" (such as base stations, additional RNCs, compression algorithms) to increase overall system capacity. The procurement of additional equipment and software shall be facilitated via change order for Motorola hardware and system integration services. C.?.7.4.3 (Optional) Measuring the Additional Traffic Load After the installation of the new devices and applications, Motorola will perform a System Engineering Analysis (SEA) by measuring and documenting the performance of the system under the new traffic loading conditions. The SEA service includes a complete analysis of the system and provides an assessment of the performance of following elements: ■ System Level Conclusions/Recommendations ■ Host/Communications-Server Functionality (identifying communications and/or application issues) ■ System Messaging Capacity and Percentage of Utilization ■ RNC Host-link ■ Radio Network Controller Motorola Conftdennal Proprietary aya-rpRlDLq June 9th 2005 13 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 ■ Base Station Links ■ Base Station Hardware • Channels ■ RF Modems C.1.7.5 Final Hard Drive Image Motorola will create a hard drive image file once all responsibilities (described above) and acceptance tests are complete, and the City deems all applications and administrative utilities are functioning as desired. This proposal includes creating one (1) image file. Additional image files can be created subject to change order. Motorola will create the image file and document the process. Motorola is currently shipping Windows XP with Service Pack 2. Each MW800 ships with a Motorola-certified Microsoft Operating System. Service pack updates undergo Motorola's certification process before they are bundled with Motorola's devices. At this time Motorola is not aware of when the next Service Pack update will be released by Microsoft. Motorola provides access to certified operating system and driver updates via the Internet. C.1.7.6 Delays This proposal was generated in part by allotting a period of ten (10) business days to configure a test unit, representing the final mobile device configuration, before commencing vehicular installations. Referencing the responsibilities cited above, the City and Motorola shall complete their responsibilities within the ten-day allotment. Delays caused by issues with software provided by the City, which are found to be caused by issues beyond Motorola's control, are subject to change order(s)to compensate for project delays. Motorola Confidential Proprietary MpTpRpL,q June 9th,2005 14 CITY OF FORT WORTI3,TEXAS EXIImrr C-2:STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 C.1.8 Removal/Disposal of i WBS WBS Name Debris Element The City is responsible for the A.1 Project Implementation removal, transportation and A.1.1 Contract/Project Initiation disposal of an A.1.2 Desi n Review environmental dis p Y A.1.3 Order Processing removed equipment as well as the A.1.4 Manufacturing packing material from the newly A.1.5 Civil Work supplied equipment. The City will A.1.6 Installation provide the required environmental A.1.7 Software Installation / dumpsters for disposal of these Integration materials. Motorola will assist, as A.1.9 Training required in the sorting and A.1.10 Acceptance Testing breakdown of any non-reused A.1.11 Subscriber Installation packing material. A.2 ' Project Finalization C.1.9 Training WBS WBS Name For end-users, a Motorola SystemsElement Engineer will provide informal train- A.1 Project Implementation the-trainer type training by developing A.1.1 Contract/Project Initiation a"quick reference" guide for the A.1.2 Design Review MW800. Training will consist of A.1.3 Order Processing describing the MW800s features and A.1.4 Manufacturing functionality to trainers designated and A.1.5 Civil Work provided by the City of Fort Worth. A.1.6 Installation A.1.7 Software Installation / Integration The Quick Reference Guide will be A.1.8 Removal/Disposal of Debris similar to that provided for the RRt: _ previous City of Fort Worth Mobile A.1.10 Acceptance Testing Data project installation. A.1.11 Subscriber Installation A.2 Project Finalization Motorola will work with the City in the development of the guide. The guide will be made available for the City's review and approval 4 weeks prior to the start of the device installations. The City will be required to review and provide written feedback within 5 business days. Motorola Confidential Proprietary MOTOROLA June 9th.2003 15 CITY OF FORT WORTH,TCAs ExH[Brr C-2:STATEMENT OF WORK MOBICLE DATA CoNeGrrER RFP#040230 Motorola will prepare a revised draft of the guide for the City's final review and approval within 5 business days after the receipt of the City's written feedback. Final approval of the guide by the City is required no later than 5 business days prior to the start of the installation process to allow sufficient time to reproduce the document for distribution. Motorola requires authorized signatures from the Police, Marshal and IT Solutions departments approving the Quick Reference Guide prior to the reproduction. For technicians, Motorola is including a training package describing the operation of the MW-800 and programming of the VRM650 as follows: Course Target No.of Duration Location Date No.Of Audience Sessions (days) Attendees MW800 Mobile Technicians 2 1 day Ft.Worth, TBD 12 total Data Terminal each TX. with VRM850 session (6 each (Vehicular session) Repeater Modem) Course Synop�-as: This.course prc~ idestrarr+ing on the€spEr-Aon of tire MW-Boa and the prugranimin0 of the VRMS50- I The F,A',N-f DO 'nabile work stations are used oh the Motorola RF[data. Netwonks and Primate 0afa TAC Systems_ D sl�ussioas rr-na We haraiware features, instailabon, oompanpn5 and aperaiicns of the unit T h.K_ murse w116 not cover arry type r}E board replace rnert(,repair or irnagLnq i restoration of the.hard drive_ Motorola does not offer in-depth, first echelon repair or maintenance training for the MW-800. The training described above will be scheduled according to mutually agreeable dates by Motorola and the City of Fort Worth. Motorola Confidential Proprietary MQTORQL.4 June 964 2005 16 Crry OF FORT WORTH,TEXAS EXHIBIT C-2:STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 C.1.10 Acceptance Testing Motorola will work with the City of WBS WBS Name Element Fort Worth to verify that one Marshal A.1 Project Implementation and one Police Department MW800 A.1.1 Contract/Project Initiation test unit can.successfully access the A.1.2 Design Review RD-LAP system prior to the A.1.3 Order Processing commencement of the hard drive A.1.4 Manufacturing imaging process. The City of Fort A.1.5 Civil Work Worth will verify all applications A.1.6 Installation function to the satisfaction of the end- A.1.7 Software Installation/ user community before the first hard Integration A.1.8 Removal/Disposal of Debris drive is imaged. Application A.1.9 Training functionality issues will be addressedAcceceest�nw ;n by the City of Fort Worth. Hardware A.1.11 Subscriber Installation functionality issues will be addressed A.2 Project Finalization by Motorola. Section A.1.10.1 provides an overview of the proposed acceptance test plan. The proposed acceptance test plan is intended to verify that Motorola's mobile data computing device and vehicular radio modem successfully process end-user application data by: 1. Providing an end-user graphical user interface for the client applications, which are provided by the City of Fort Worth 2. Providing a communications route to/from the application hosts/servers, which are provided by the City of Fort Worth Acceptance testing will be conducted using the final hard drive configuration, with all applications previously installed and configured by Fort Worth and deemed functionally acceptable for the end-users by the City of Fort Worth. The commencement of the hard drive imaging process signifies the City of Fort Worth's acceptance of the hard drive image. C.1.10.1 Acceptance Test Plan The proposed acceptance test consists of functional testing to verify proper end-user application functionality and communications system functionality. The term"system"implies the MW-800, VRM-850 and existing RF mobile data infrastructure components functioning as a whole. A high-level overview of the test plan is provided in the sections that follow. Detailed test scripts will be presented following contract award once the City of Fort Worth and Motorola mutually agree on the final acceptance test plan. Motorola Confidential Proprietary tyaTp�gpLq June 9th,2005 17 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 Communications Components - System Functional Acceptance Test This test is intended to verify end-user application functionality by demonstrating application connectivity from the new MW-800 CPU through the new VRM-850 over the existing RF mobile data system, to the existing application hosts/servers. The applications to be verified consist of the following: ■ Tiburon's NLA-KO/MDS (provided by the City of Fort Worth) ■ Tiburon's Automated Report Writing System (provided by the City of Fort Worth) Test Set-up: Hardware and Software Requirements Required Hardware 1. One (1) MW-800 representing the final hardware configuration (including hardware mount) for the City of Fort Worth Police Department. 2. One (1) MW-800 representing the final configuration (including hardware mount) for the City of Fort Worth Marshal 3. One (1) VRM-850 (including hardware mount), pre-programmed for operation on the City of Fort Worth RF mobile data system, connected to the Fort Worth Police MW-800 CPU 4. One (1) VRM850 (including hardware mount), pre-programmed for operation on the City of Fort Worth RF mobile data system, connected to the Fort Worth Marshal MW-800 CPU 5. Mag-mount or external antennas for each VRM-850 (supplied by Fort Worth) 6. 12VDC power supplies (supplied by Fort Worth) capable of powering all equipment. This includes ■ Two ea. VRM-850s ■ Two ea. MW-800 CPUs ■ Two ea. MW-800 Displays Required Software Motorola Confidential Proprietarn MOTOROLA June 9th,1005 18 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPCrrER RFP#04-0230 All required software (listed below) shall be pre-installed and pre-configured, with configuration parameters determined and implemented by the City of Fort Worth, and verified to provide functionality acceptable to the end-user community. Configuration examples include (but are not limited to) function key assignments and functional message formatting as described in Tiburon's user and administrator Quides. 1. One copy of MAKO/MDS and Automated Report Writing previously installed and configured on the Police Department MW-800 CPU 2. One copy of MAKO/MDS and Automated Report Writing previously installed and configured on the Marshal MW-800 CPU 3. One copy of Motorola WinRSS provided and installed (temporarily) by Motorola 4. Motorola Netcommander Software (provided by Motorola or Fort Worth) serving as a temporary messaging host, pre-installed and connected to the City of Fort Worth Radio Network Controller 5. LAN analyzer software (temporarily provided by Motorola) Terminal ID and VRM registration Each terminal ID and associated VRM shall be pre-registered in the system. This implies that the MDC Terminal ID is entered into the Tiburon terminal file, and the associated VRM ID is entered into the Tiburon NOT file. The City of Fort Worth will perform terminal and VRM registration via the Tiburon CAD system. This will automatically result in VRM-registration within the Radio Network Controller database. Motorola will verify VRM registration in ID the Radio Network Controller database. Windows XP Operating System Modifications The City of Fort Worth will configure all Windows Policy Management settings and establish Windows logon procedures. This will be completed on the Police and Marshal MW-800 CPUs prior to starting the acceptance test. These settings will become part of the final hard drive image. Application and Communications Functional Test Procedure The PD and Marshal test units will be located such that they are within coverage of the RF mobile data network. The overall test procedure will be broken into the following parts: Motorola Confidential Proprietary MO rOM0" June 9th.2005 19 CITY OF FORT WORTH,TEXAS ExHIIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP 9 04-0230 Part One: VRM power-up self-test, scan and register—Using a combination of VRM indicator lights and WinRSS, Motorola will demonstrate successful VR, power-up, self-test, scan and registration. Motorola will demonstrate proper configuration of the VRM codeplug by demonstrating that the VRM can successfully access the data network on all available channels. Part Two: MAKO/MDS application functionality —Using the-pre- configured and installed MAKO/MDS application, Motorola will participate with the City to verify the ability to sign on to MAKO/MDS and exercise all MAKO functionality. Motorola will use RF logging and Etherpeek data captures to help isolate problems; however it is the City's responsibility to resolve any and all application functionality issues that are not related to MW-800 or VRM-850 hardware issues. Part Three: Automated Reporting System application functionality— Using the pre-configured and installed ARS application, Motorola will participate with the City to verify the ability to generate and send a report via the RF mobile data communications system. Motorola will use RF logging and LAN analyzer data captures to help isolate problems; however it is the City's responsibility to resolve any and all application functionality issues that are not related to MW-800 or VRM-850 hardware issues. As a trouble-shooting mechanism, Motorola will be prepared to use alternative software (Motorola's TX Messenger) for the purpose of verifying connectivity between the test units and Radio Network Controller LAN interface. Using Netcommander and a temporary installation of Motorola's TX Messenger application, Motorola will demonstrate successful data flow from the MW-800 CPU/GUI to and from a host (Netcommander) connected to the RNC. During this time, the test VRM will be manually registered to the Netcommander host. Ghost Imaging Test— Functional Verification After successfully testing the applications and communications functionality of the Police and Marshal test units, Motorola will enter the Ghost Imaging phase. The Ghost Imaging test will consist of the following parts: Part One: Document and demonstrate the Ghost imaging process — Motorola has published recommended procedures for creating hard drive images for the MW-800. Motorola will demonstrate these procedures by imaging the Police and Marshal test units and provide documentation. Motorola Confidential Proprietary M�TOROL..4 June 9th,2005 20 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBELE DATA COMPUTER RFP#04-0230 Part Two: Apply the Ghost image and verify functionality —Motorola will apply the Ghost image to two new MW-800 CPUs and repeat the MAKONMS and Automated Reporting System application tests (parts four and five above) by participating with the City to verify MAKO/MDS and ARS functionality has been maintained. This particular test will be performed on the two test units. The following section addresses the remainder of the fleet. Mass Distribution of Final Configuration When the testing and configuration of the Police and Marshal test-units (described above) are complete, Motorola will begin applying the final hard drive image and VRI. codeplug programming template to the remainder of the devices, including devices intended to be part of the City's stock of spares. Each device will be imaged and/or configured at DFW Communications' Fort Worth facility. Each MW-800 CPU and VRM will be tested to verify connectivity with the mobile data system infrastructure. Connectivity will be verified by interconnecting each component (CPU and VW and verifying MAKO/MDS functionality. MAKO/MDS functionality will be verified by the ability to sign on with a temporary user ID and password. Fleet Roll-out— Individual Unit Verification As each MW-800 CPU is installed, Motorola will participate as end-user Police and Marshal personnel perform an abbreviated messaging functionality test to ensure the MDC has access to the RF mobile data network and back-end application hosts. The test will consist of using valid end-user credentials to log onto the MAKONDS and ARS systems. In addition, as each VRM-850 is installed, the VRI. ID will be recorded to facilitate RF logging via a remote RNC console session. RF logging will be used to track overall messaging to/from newly installed units. C.1.10.2 Accept Project Upon successful completion of all mobile installations, the City and Motorola will sign a System Acceptance Certificate. Section 8 of the CSA describes System Acceptance. An example of the Systems Acceptance Certificate can also be found within the CSA. The successful completion of all mobile installations will be achieved as follows: Motorola Confidential Proprietary INOTOFTQLA June 9th,2005 21 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COWL7rER RFP 4 04-0230 ■ Successful completion of the acceptance test procedures described in Section A.1.10.1. These tests will occur before the installation of the fleet begins. The City's acceptance of the test procedures as described will not constitute a contract milestone payment. An internal Motorola milestone will be utilized for this purpose. ■ Successful completion of the installation of five hundred and fifty MW800 mobile data computers and VRM's, which will be marked upon the hard drive imaging, physical installation and individual unit test (described above) of the last MW-800 and VR-M-850. C.1.11 Subscriber Installation WBS WBS Name Motorola will supply the Mobile Data Element Computers (MDC) and install all A.1 Project Implementation hardware consistent with the quantities A.1.1 Contract/Project Initiation identified in Section A-4 of the A.1.2 Design Review A.1.3 Order Processing Statement of Work. A.1.4 Manufacturing A.1.5 Civil Work Subscribers will be imaged per the A.1.6 Installation City's provided hard drive A.1.7 Software Installation / configuration. A"one time only" Inte ration imaging is quoted in this proposal due A.1.8 Removal/Disposal of Debris to the significant amount of labor A.1.9 Training required to re-image the given A 1 10 Acceptance Testing subscriber fleet. Additional imaging g g A.2 Project Finalization iterations are available as a change order at the prevailing rate. Motorola will inventory and record all serial numbers of the new subscribers so that the City may record the data into its own Maintenance Management Information System. Motorola has not included costs associated with the removal of existing MDC's from the vehicles. Should removal services be desired, Motorola can provide the cost for these services which may be accommodated via change order. Installation services are quoted based on timely delivery of City vehicles to the designated installation facility. The City is responsible for moving vehicles to and from the facility. A schedule will be devised between the City and Motorola during the design review meeting. Motorola will provide 2 installation crews and estimates that each crew will install at least 4 vehicles per day. The City shall provide a minimum of eight (8) vehicles per day, Motorola Confidential Proprietary ryaTt?gt?�p June 9th,2005 22 CITY'OF FORT WORTH,TEXAS EXHIBIT C-2:STATEMENT OF WORK MOBILE DATA COM LITER RFP#04-0230 starting with the first day of vehicular installations, throughout the installation process. In the event the City cannot provide 8 vehicles per day, on a regular basis, Motorola and the City will work together towards resolution of these scheduling issues. If scheduling resolution cannot be achieved, a change order may be issued to compensate for project delays. Motorola and the City will work together to minimize idle time of install teams by ensuring sufficient availability of MDCs, peripheral equipment and vehicles as the pace of installations improves. Individual unit testing (described in Section A.1.10.1) will be performed by Motorola installation technicians. Motorola's project manager will provide supervisory oversight. This proposal consists of 24 hours per week of Motorola Project Management oversight. Motorola's project manager will be present at the installation facility 24 hours per week throughout installation period. It is expected that the Motorola Project Manager will be on site more than this amount of time during the start-up process. C.2 PROJECT WBS WBS Name FINALIZATION Elemen A.1 Project Implementation The Project Finalization phase ensures A.1.1 Contract/Project Initiation that all criteria for Final Project A.1.2 Design Review Acceptance have been met. A.1.3 Order Processing A.1.4 Manufacturing This phase will be deemed complete A.1.5 Civil WorkA.1.6 Installation when Motorola and the City sign the A.1.7 Software Installation / Final Project Acceptance portion of the Integration System Acceptance Certificate. A.1.8 Removal/Disposal of Debris Additional information regarding Final A.1.9 Training Project Acceptance can be found in A.1.10 Subs Acceptance Testing Section 8 of the CSA. A.1.11 Subscriber Installation A.Z 'f'Project FinaFizaflan.77 A.2.1 Resolve Punchlist Items Motorola will work with the City to resolve punchlist items documented during the Acceptance Testing phase and any other phase during project implementation to ensure that all the criteria for final acceptance have been met. Motorola Confidential Proprietary 1NOTOROIrR June 9th, 2005 23 Crry OF FORT WORTH,TEXAS EXHIBrr C-2:STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 A.2.2 Initiate Warranty/Post Warranty Support Motorola will review the items necessary for transitioning the project to Warranty support and service. Motorola will provide a Customer Support Plan (DELIVERABLE 8) detailing the warranty and post warranty support, if applicable, associated with the equipment supplied as part of this project. This task will be deemed complete when all service information has been delivered to the City. C.3 PROJECT DELIVERABLES Services, equipment, software and documentation are several types of project deliverables Motorola provides as part of this project. Services are specified within this SOW and the equipment is defined within the Equipment List. The documentation and drawings to be developed and delivered as part of this project are described below. The City shall review all documentation deliverables and provide feedback within 10 business days of receipt. Table 1:Project Deliverables. # Title Description city Format 1 Project Schedule This is the schedule for the 1 Electronic/Email project that is completed in support of the Project Kickoff Meeting. Project Status These reports capture the 1 Electronic/Email Reports/ status of the project and will Schedule be provided on a basis that Updates is mutually agreed upon by Motorola and the City. Meeting Minutes Meeting Minutes capture the 1 Electronic/Email results of the formal meetings held as part of this project such as the Design Review. Action Item Logs Action Item Logs provide a 1 Electronic/Email 'W amu' description of outstanding items and the name of the individual responsible for ,.: resolving the action item. Acceptance Test This plan describes the type 1 ElectronictEmail :u Plan of testing to be completed as art of the project Motorola Confidential Proprietary IM�TOI4QL.A Jime 9th,2005 24 CrrY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA CONTUTER RFP#040230 MIJEWDescription Qty Format Type/ Delivery Acceptance Test Generic Acceptance Test 1 Electronic/CD-ROM Procedures Procedures are included in this proposal and they are used to perform acceptance testing. These plans are updated during the Design Review phase and will include the results of the testing. 7. Equipment These are the manuals As As received Manuals provided by the received manufacturer(s) for the equipment that was supplied as part of this project. 8 ry Customer This document outlines the 1 Electranic/Hardcopy Support Plan plan for customer support during the warranty period. 9' Updated Updates to existing City of 15 Electronic/Hardcopy Motorola Mobile Fort Worth Documentation in (Electronic Copy of Data System the form of supplemental Entire Manual, Manual sheets. Hardcopy of supplemental sheets) t y tz -Hm ikay Fai✓ma�Pi�rtted ent t tF �t�y be deizvered i perste u ....uuu�Fed fix, �;or�other rt�rrra� _ _ Fx = Iectrax c Fast I to z an m ana e c rir_mz szlef rxiir ielzereda' sketGe„mrd `CD ILiA�L. CA SUMMARY OF MOTOROLA RESPONSIBILITIES 1. Provide six hundred and five mobile data computers (MW800) with 350 NTT, 12.1 inch displays and five hundred and fifty mounting hardware accessories as indicated in the equipment list. Specifically Motorola will be providing five hundred and fifty each keyboard trays and display mounts. 2. Install five hundred and fifty MW800 mobile data computers (CPU, display and keyboard) Motorola Confrde?x PropnLary �ypTp�ptq ✓um 9th,2005 25 CITY OF FORT WORTH,TExAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 3. Provide six hundred and five Vehicular Radio Modems (VRM850). 4. Program, conduct FCC Check and install five hundred and fifty Vehicular Radio Modems (VRN4850) with antennas. 5. Program and conduct FCC Check on fifty-five spare VRM850s 6. Motorola will image the fifty-five spare MW800 Mobile Data Computers and program the fifty-five spare VRM850's with the same image and programming files as the installed fleet. 7. Provide six hundred and five USB hubs. Install 1 hub with each of the five hundred and fifty installed MW800 mobile data computers. The remaining 55 hubs will be used as spares 8. Provide Motorola System Technologist Services associated with the configuration of the VRM850. 9. Provide System Engineering services by being available to review standard MW-800 configuration options in order to resolve issues presented by new versions of the MAKO/MDS and/or ARS applications. Motorola reserves the right to request a change order for engineering time spent resolving software issues that are beyond Motorola's control. 10. Provide Motorola System Engineering Services associated with the configuration of the Trimble GPS receiver for the single test unit associated with determining the AVL message profile. 11. Provide Motorola Project Management Services associated with the planning, scheduling, receiving and installation of the Mobile Data subscribers. 12. Provide installation Services including applying the final provided hard drive image to each mobile computer hard drive. 13. Provide informal Train-the-trainer training to familiarize end-user trainers with the functionality of the mobile computer. This training will be provided by a Motorola Systems Engineer. 14. Develop a Quick Reference Guide for the MW800 Mobile Data Computer. Motorola will also reproduce and laminate 600 guides for distribution. 15. Provide Systems Engineering oversight of the roll-out of the first few vehicles to verify functionality as the hard drive image is applied to new MW800s Motorola Confidential Froprietary MOTORQLA June 9th,2005 26 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 16. Provide City of Fort Worth Mobile Data System manual documentation updates including the process for performing mobile computer hard drive image creation and installation 17. Provide a final record of the inventory of MW800 mobile data computers (CPU, display, keyboard) and VKML 850s including an indication of vehicle numbers in which they were installed 18. Perform verification of VRM ID registrations within the Radio Network Controller after the City updates the Tiburon terminal and VRM ID tables 19. Review of the MAKO/MDS interface with Motorola's VRM to verify functionality prior to the commencement of installations 20. Provide transportation of hardware sold through this proposal, at a minimum, on a weekly basis, to the City of Fort Worth's designated installation facility. C.5 SUMMARY OF FORT WORTH RESPONSIBILITIES A successful project requires responsibilities to be managed by both Motorola and the City. Motorola and the City responsibilities are outlined throughout this proposal. The information contained within the Equipment List and work defined in this SOW is based on the understanding that certain tasks will be performed by the City. These tasks are enumerated below to detail the tasks that are to be completed by the City in order to successfully complete the implementation. 1. Provide Primary Point of Contact: The City needs to identify an individual as a primary point of contact who will work with the Motorola program manager. 2. Provide Notice to Proceed: Upon project award, the City needs to officially grant Motorola the Contract. I Complete Project Scheduled Tasks: The City needs to ensure that tasks assigned to them as agreed upon during the Project Kickoff Meeting are completed on a timely basis. 4. Ensure Personnel Safety: The City needs to provide the Motorola program manager with safety rules during the Project Kickoff Meeting. These rules must be followed during the integration phase of this project. The Motorola program manager will also share Motorola's Safety Plan as found in Motorola's Field Operation Safety Manual. Motorola Confidential Proprietary Mt7TpROLA June 9th,2005 27 CrrY OF FORT WORTH,TEXAS ExHorr C-2:STATEMENT OF WORK MOBILE DATA COMPUTER RFP#04-0230 Motorola will conduct regular periodic inspections of all active job sites to ensure strict compliance with this Safety Plan as well as any safety rules set forth by the City. 5. Provide Secure Storage of Equipment: The City is responsible for the secure storage of all equipment transported from DFW Communications during vehicular installations. 6. Review Documentation: The City needs to review project documentation as it is received to provide feedback for appropriate and timely discussions and or changes. Documentation includes the Project Schedule, Installation plans, Acceptance Test Plans, Acceptance Test Procedures, Quick Reference Guide and other deliverables as listed in Table 1. 7. Assume Responsibility for Third Party Equipment, Software, or Services: Third party services and/or equipment contracted by the City are the responsibility thereof. Motorola has responsibility for all third party services provided by Motorola under this proposal. The City is responsible for resolving issues found to exist with Tiburon software functionality inclusive of end-user applications and communications middleware. 8. Software Modifications: The City is responsible for ensuring that Tiburon's MAKO/MDS application will be modified in order to remove AVL broadcast messaging functionality and application-level acknowledgements; and add the ability to query the GSP receiver for current location data, in the event that the City elects to implement external GPS receivers with parallel connections to the MW-800 CPU and VRNI. 9. Coordinate Schedule for Installation and Acceptance Test: The City will provide times and dates of availability to perform these events. 10. Communicate Project Changes: The City needs to communicate schedule changes for tasks or phase events, and/or changes to training dates to the program manager to avoid additional costs. 11. Provide Installation Facilities: The City needs to provide a suitable facility for installation services. 12.Removal of Existing Equipment: The City is to remove any existing equipment from vehicles prior to the new MDC install. This includes any existing MDCs. The extent of equipment that must be removed can only be determined once the final mounting vendor and configuration is determined by the City. Motorola Confidential Proprietary MOTt7RbLA June 9th,2005 28 CITY OF FORT WORTH,TEXAS ExHIBIT C-2:STATEMENT OF WORT: MOBa,E DATA COMPUTER RFP#04-0230 13. Delivery of Vehicles: The City shall provide a minimum of eight (8) vehicles per day, starting with the first day of vehicular installations and continuing throughout the installation process. 14. Create Windows XP Policy: The City is responsible for administering Windows XP policy management practices and configuring policy settings prior to issuing the final hard drive configuration to Motorola 15. Provide Other Administrative Software Utilities: The City is responsible for providing installation media (and licensing) as well as installation, configuration and testing services for additional administrative software utilities such as antivirus or security software beyond the capabilities of Windows Policy Manager. 16. Hard Drive Configuration: The City is to provide the hard drive configuration that is to be used to image the MW800 hard drive. The hard drive configuration will consist of applications and functionality previously verified to be functional by the City of Fort Worth. 17. Perform updates to Tiburon user, terminal and VRM databases: The City is responsible for performing updates to all Tiburon terminal, user and VRM databases to allow the new VR-Ms operate on the existing CAD/Mobile data system, as well as to enable users to operate the Automated Reporting System software. All database modifications shall be complete before commencing vehicular installations. 18. Provide personnel qualified to use the Automated Reporting System software: The City is responsible for installing, configuring and testing the ARS application in the process of developing the final hard drive configuration 19. Provide Special Tagging: The City is responsible for providing any special tags or labels and personnel to attach these labels to equipment 20. Identify and provide Trainers: The City is responsible for training the user community on the operational characteristics of the proposed Mobile Data Computers after the trainers attend Motorola's informal train-the-trainer session 21.Documentation: The City of Fort Worth will provide documentation in the form of an inventory of existing MDC's and the vehicles in which they are installed. This inventory can be delivered in hardcopy and/or softcopy in its native format Microsoft Word (*.doc), Microsoft Excel Motorola Confidential Proprietary M40rr0R0LA June 9th,2005 29 CITY OF FORT WORTH,TEXAS EXHIBIT C-2: STATEmlNT OF WORK MOBILE DATA COMPUTER RFP#04-0230 (*.xls) or in Adobe Acrobat format (*.pdf) to ensure that all receiving parties are able to read the documentation. The intent is to have a basis for the management of the inventory and installation process throughout the project. 22. Documentation Review: The City shall review all Motorola documentation deliverables and provide feedback within 10 business days of receipt. 23. Quick Reference Guide—The City shall provide authorized signatures from the Police, Marshal and IT Solutions departments approving the Quick Reference Guides prior to the reproduction of the guides. .Motorola Confidential Propnetary MOTOROLA June 9617,2005 30 . . .c . . w> ^ ® EXHIBIT D . . , � . : . .� SYSTEM ACCEPTANCE 6 § «< CER TIRCA TE CITY OF FORT WORTH,TEXAS E�UIIBIT D CERTIFICATE OF ACCEPTANCE MOBILE DATA COMPUTER RFP#04-0230 EXHIBIT D-FINAL ACCEPTANCE CERTIFICATE City of Fort Worth Mobile Data Communications System Final Acceptance Contract Milestone CITY SECRETARY CONTRACT NO. The signatures below acknowledge the completion of the following contract items: The following people were identified as the City of Fort Worth Representatives. Their signatures below indicate acceptance of the completed items CAD System Administrator, City of Fort Worth, IT Solutions City of Fort Worth Police Department City of Fort Worth Marshal's Department This acceptance form represents a Motorola contract billing milestone for the City of Fort Worth. The City of Fort Worth will be invoiced for the final contract billing milestone in the amount of $ xxxxxx Peter Ungar,Assistant Director/Chief Telecommunications Officer Date Denise Felberg,Motorola Project Manager Date Mt3T0R0LA Motorola Confidential Proprietary June 9th,2005 City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 6/14/2005 DATE: Tuesday, June 14, 2005 LOG NAME: 13PO4-0230 REFERENCE NO.: **P-10172 SUBJECT: Authorize a Contract with Motorola for Purchase and Installation of Mobile Data Computers for the Police Department and City Marshal's Office RECOMMENDATION: It is recommended that the City Council authorize the City Manager to enter into a contract with Motorola for the purchase and installation of Mobile Data Computers and related equipment for the Police Department and City Marshal's Office for a total not to exceed $4,433,075.00. DISCUSSION: This equipment will be used to replace existing Mobile Data Computers (MDC) in the Police Department and City Marshal's Office with more advanced technology to support the implementation of the new Automated Reporting System. The MDC's will also include magnetic stripe readers for vehicles in patrol, traffic, and similar assignments; however, in order to not delay the project, this component will be presented as a change order in the near future when device selections and software integration issues are resolved. The automated vehicle locator equipment has been scheduled for a future phase of this project pending development of a software solution. The Purchasing Division issued an RFP on October 27, 2004. Fourteen vendors responded with proposals and three vendors were selected to install sample equipment in City-owned law enforcement vehicles to test under field operating conditions. In March 2005, the MDC Project Team including representatives from IT Solutions, the Police Department, the City Marshal's Office, and Purchasing selected Motorola as the most suitable vendor with which to enter final negotiations due to equipment features and durability. The service agreement portion of this proposed acquisition includes project management, software and hardware installation services, limited training and acceptance testing. The total project cost is not to exceed the $5.2 million Crime Control and Prevention District (CCPD)allocation, including this contract, anticipated change orders and installation equipment purchased through other suppliers. In May 2005, the CCPD Board and the City Council approved cash funding from the CCPD Fund for this project with a plan to repay the CCPD fund balance over a period of up to five years. BID ADVERTISEMENT - The bid was advertised on October 27 and November 3, 2004, in the Commercial Recorder. The Purchasing Division solicited 206 vendors from the City's electronic vendor list. Fourteen firms responded. Logname: 13PO4-0230 Page 1 of 2 TABULATION - Description Price 605 ea. MW800 (MDC)with Vehicle Radio Modem bundled pricing $3,741,942.00 605 ea. USB Hubs and Cables $87,241.00 550 ea. Lund Display Mounts $65,587.50 550 ea. Gamber-Johnson Keyboard Mounts $47,437.50 Project Mgmt. & Installation Services $550,000.00 Discount for payment terms ($59,133.00) Total $4,433,075.00 M/WBE - A waiver of the M/WBE requirement for subcontracting goals was requested by the Purchasing Division and approved by the M/WBE office because the purchase of the products and services is from a source where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Finance Director certifies that funds are availabe in the current operating budget, as appropriated, of the Crime Control and Prevention District Fund. BQN\04-0230\VVW TO Fund/Account/Centers FROM Fund/Account/Centers GR79 541390 0359807 $4,433.075.00 Submitted for City Manager's Office by. Richard Zavala (Acting) (6222) Originating Department Head: Jim Keyes (8517) Additional Information Contact: Robert Combs (8357)Virgie Wade (6610) Logname: 13PO4-0230 Page 2 of 2