HomeMy WebLinkAboutRes2019-085 CITY OF SEWARD,ALASKA
RESOLUTION 2019-085 Sponsored by: Meszaros
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SEWARD,
ALASKA, AUTHORIZING THE CITY MANAGER TO ENTER INTO A
CONTRACT WITH PROCOMM ALASKA/MOTOROLA SOLUTIONS
FOR THE PURCHASE AND INSTALLATION OF INTEROPERABLE
COMMUNICATION EQUIPMENT FOR THE SEWARD POLICE
DEPARTMENT IN AN AMOUNT NOT TO EXCEED $538,000, AND
APPROPRIATING FUNDS
WHEREAS, the current radios used by the City of Seward Emergency Dispatch Center
are more than 15 years old; and
WHEREAS, the radios are no longer serviceable due to the lack of production of parts;
and
WHEREAS, should any issues arise with the radios or radio parts, the radios will be left
inoperable, and the City of Seward Dispatch Center will be unable to communicate; and
WHEREAS, the City of Seward Emergency Dispatch Center furnishes radio dispatch
services to the Seward Police and Fire Departments,the Bear Creek Fire Department, the Seward
Volunteer Ambulance Corps, and Spring Creek Correctional Center, as well as other city
departments, including Electric, Public Works, and Parks and Recreation; and
WHEREAS, in order to ensure day-to-day and emergency operations, the Seward Police
Department is purchasing new Motorola equipment in the amount of$538,000; and
WHEREAS, this purchase will provide continued connectivity for City of Seward
Dispatch and other vital needs; and
WHEREAS, the State of Alaska has awarded Procomm Alaska/Motorola Solutions the
sole source contract for the ALMR system for statewide interoperable emergency
communications; and
WHEREAS, Motorola Solutions has proprietary software for our requested distress
button function for portable radios; and
WHEREAS, Procomm Alaska designed, installed, and will carry the maintenance
contracts for the communities of Homer, Kenai, and Soldotna, and a similar contract will be
offered to Seward.
WHEREAS, because all communities are working with Procomm, cost effective results
should occur for all the aforementioned communities, and it will also provide unquestioned
CITY OF SEWARD,ALASKA
RESOLUTION 2019-085
compatibility of equipment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF SEWARD,ALASKA that:
Section 1. The City Manager is hereby authorized to enter into a contract with Procomm
Alaska/Motorola Solutions for the purchase and installation of dispatch center radio equipment
in an amount not to exceed $538,000 in substantial form as attached herein.
Section 2. Funding in the amount of$100,000 is hereby appropriated from the Capital
Acquisition assigned fund balance 80010-0000-3300 to capital equipment account no. 80010-
1210-8103.
Section 3. Funding in the amount of$238,000 is hereby appropriated from the Capital
Acquisition Fund reserves account 80010-0000-3400 to capital equipment account no. 80010-
1210-8103.
Section 4. Funding in the amount of$200,000 is hereby appropriated from the General
Fund reserves account no. 01000-0-3710-0-80010 to capital equipment account no. 80010-1210-
8103.
Section 5.This resolution shall take effect immediately upon adoption.
PASSED AND APPROVED by the City Council of the City of Seward, Alaska, this
23rd day of September,2019.
THE CITY OF SEWARD, ALASKA
21,741Wl
Sue McClure,Vice Mayor
AYES: Towsley, Horn, Osenga, Seese, Lane, McClure
NOES: None
ABSENT: Squires
ABSTAIN: None
s
CITY OF SEWARD, ALASKA
RESOLUTION 2019-085
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ATTEST:
renda J. Ballo MC
City Clerk
(City Seat), gC � ;
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Agenda Statement
Meeting Date: September 23 d 2019
Through: Scott Meszaros, City Manager
From: Thomas Clemons, Chief of Police
Agenda Item: Purchase of Radio Equipment and Sole Source
BACKGROUND&JUSTIFICATION:The City of Seward Dispatch Center last purchased radios
in 2003 with an expectancy of getting ten years of service life out of them before needing to replace
them with updated models and equipment. After sixteen years the parts necessary to repair the
system are no longer in production. Should the radio equipment break or fail there are no parts
available to repair them. Without radio communication at the City of Seward Dispatch Center the
Seward Police and Fire Departments,Bear Creek Fire,SVAC and the Alaska State Troopers,Public
Works, Parks and Rec, Electric Department and Spring Creek would be out of reliable means of
contact.
The Seward Police request an exception to the general rule concerning free and open competition to
design and build the communications system in the City of Seward Emergency Operations Center,
and for the purchase of digital based radio components that are ALMR compatible radios from
Procom Alaska/Motorola based on the following criteria:
I. ProComm is the soul designator for Motorola to sell equipment to, municipalities in
Alaska.Additionally,the training will be done by ProComm and the consistency of parts
can only be procured through ProComm per their contract with Motorola.
I ProComm is Motorola's only authorized distributor, installer and maintainer in Alaska,
and they are the primary public safety communications equipment vendor in Alaska.
3. ProComm designed, installed and will carry the maintenance contract for the City
communications as well as those in Kenai, Soldotna and Homer which should result in
some cost savings, and will provide unquestionable compatibility of equipment.
4. ProComm would provide unquestioned compatibility of communications equipment
between the Seward, Kenai, Soldotna, Homer, Borough and State/Federal agencies.
5. Motorola has proprietary software for our requested distress button function for portable
radios.
6. Specifications were developed based on current interoperable communications needs for
emergencies and disasters for multi-agency response and coordination that
Procomm/Motorola provides for the tic in of the ALMR system per the federal
government.
7. Other contractors cannot provide unquestioned compatibility with communications
equipment local and State emergency providers have in place or are installing now.
8. ProComm has a local office that reduces mobilization time and cost.
80
Seward Municipal Code references:
6.10.11.5 Exemptions from Competitive procurement procedures.
5. supplies, materials, equipment or contractual services which can only be furnished by a
single dealer, or which have a uniform published price.
8. the purchase of professional services. Professional services are those that require special
knowledge and judgment that includes analysis, evaluation, prediction, planning or
recommendations and which results in the production of a report or the completion of a
task
6.10.130 Where competitive bid proposals are not in the public interest.
Restrictions and provisions of this title shall not appily where the city council determines and
makes written findings that the public interest would be best served by not requiring
competitive bids/proposals.
Supporting Justification: ProComm is Motorola's authorized distributor, installer and
maintainer in Alaska. The contract includes professional services (engineering). The federal
funds that were originally granted specified and contained specific equipment requirements and
Prcomm\Motorola has complied with this. ProComin Alaska is a state contractor with a local
office, and the City of Seward would benefit from the State discount price schedule.
Management of this project is the responsibility of the City of Seward and not the contractor.
............ ................................--...........
CONSISTENCY CHECKLIST: TYes No NA
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Comprehensiv Pn: .4.4 Public Safety, 2.2.1 Small town feel X and atmosphere, 2.2.8 City Government, 2.2.9 Public Safety
...................... ......................---------.1--l-11.. ................-.1-1-1.............
2 Strategic Plan: (Page 18) Promote a Safe Community X
.......................... . . .. . .............................. .... --—---------------- .............................
3 Other: X
........... ................................ .................... . ......-1................... ..................................
FISCAL NOTE. In 2015, $100,000 was set aside in the Capital Acquisition Fund in preparation
for this purchase. Remaining funds will be appropriated as follows: $200,000 from general fund
reserves and$238,000 from capital acquisition fund reserves.
Approved by Finance Department: --I .............-
ATTORNEY REVIEW: Yes..-x-----------------No---------------
RECOMMENDATION: Council approve resolution 2019- authorizing the City Manager to
approve payment and enter into a sole source contract with Procom AlaskdMotorola for purchasing
81
and installation of interoperable communication equipment by appropriating funds not to exceed
$538,000.
82
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MOTOROLA SOLUTIONS
Motorola Solutions, Inc.
500 W Monroe Street,Ste 4400
Chicago, IL 60661-3781
USA
9/12/2019
Chief Tom Clemons
Seward Police Department
410 Adams St.,
Seward, Alaska 99664
Subject: Seward PD MCC7500E Dispatch Console Migration
Dear Mr. Clemons:
Motorola Solutions, Inc. ("Motorola Solutions") is pleased to have the opportunity to provide the City of
Seward ("City") with quality communications equipment and services. The Motorola Solutions project
team has taken great care to propose a solution that will meet your needs and provide unsurpassed
value.
To best meet the functional and operational specifications of this solicitation, Motorola Solution
response includes a combination of hardware, software, and services. Specifically, this solution is for
three MCC 7500E dispatch positions connected to a new Motorola K2 core supporting 4 Motorola
consolettes with CCGW for conventional voice.
This Proposal consists of this cover letter together with its exhibits. This Proposal subject to the terms
and conditions of the master agreement between the Cooperative Purchasing Program of Houston-
Galveston Area Council of Governments ("HGAC") and Motorola, executed July 25, 2018, and
identified as Contract No. RA-05-15 ("HGAC Contract"), in additon to the terms and conditions of the
attached Communications System and Services Agreement ("CSSA") which operates as an End User
Agreement as defined in Article 2 of the HGAC Contract special provisions. The City may accept this
Proposal by delivering to Motorola a Purchase Order or Contract Award incorporating by reference this
Proposal. This proposal shall remain valid until September 30, 2019.
Alternatively, Motorola would be pleased to address any concerns the City may have regarding the
proposal. Any questions can be directed to your Motorola Account Executive, Joe Piksa, at (425) 218-
8414. Or your Motorola manufacturers representative Gary Peters of Procomm Alaska at 907 830
4324.
We thank you for the opportunity to furnish the City with "best in class" solutions and we hope to
strengthen our relationship by implementing this project. Our goal is to provide you with the best
products and services available in the communications industry.
Sincerely,
A
Motorola Solutions, Inc.
Larsen Grabenkort, Area Sales Manager
City of Seward Police Department 9/12/2019
Seward PD MCC7500E Dispatch Console Migration Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Motorola Solutions Confidential Restricted 84 Table of Contents i
Table of Contents
Section1 ............................................................................................................ 1-5
SystemDescription............................................................................................ 1-5
1.1 Overview................................................................................................................................1-5
1.2 System Diagram.....................................................................................................................1-8
1.3 Console Dispatch Site............................................................................................................1-9
1.4 Logging ..................................................................................................................................1-9
1.5 Design assumptions.............................................................................................................1-10
1.6 Equipment List .....................................................................................................................1-11
Section2.......................................................................................................... 2-15
ImplementationPlan ........................................................................................ 2-15
2.1 Statement of work................................................................................................................2-15
2.2 Assumptions.........................................................................................................................2-25
2.3 Preliminary Project Schedule...............................................................................................2-27
2.4 Change Order Process ........................................................................................................2-28
2.5 Acceptance Test Plan..........................................................................................................2-28
MCC 7500E Conventional Resources.............................................................................................2-29
2.5.1 Conventional Call -Analog...............................................................................................2-29
2.5.2 Conventional Call -Analog (Using a Test Set).................................................................2-30
2.5.3 Alarm Input/ Outputs (Aux 1/0 Option) ............................................................................2-31
System Reliability Features .............................................................................................................2-32
2.5.4 Redundant Site Controller Switching - Automatic Switchover..........................................2-32
2.6 Signoff Certificate...................................................................................................................2-1
Section3............................................................................................................ 3-2
Support Plan and Maintenance Services........................................................... 3-2
EssentialServices .........................................................................................................................3-2
Customer Support Plan (CSP).......................................................................................................3-2
Centralized Service Delivery..........................................................................................................3-2
Network Hardware Repair..............................................................................................................3-3
Security Management Operations .................................................................................................3-3
MyViewPortal ................................................................................................................................3-3
Section4............................................................................................................ 4-4
PricingSummary ............................................................................................... 4-4
4.1 Pricing for Dispatch System...................................................................................................4-4
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Use or disclosure of this proposal is subject Seward PD MCC7500E Dispatch Console Migration
to the restrictions on the cover page.
ii Table of Contents 85 Motorola Solutions Confidential Restricted
4.2 Maintenance Services............................................................................................................4-4
4.3 Payment Terms......................................................................................................................4-5
Section5............................................................................................................ 5-6
Contractual Documentation ............................................................................... 5-6
Section6.......................................................................................................... 6-32
City of Seward Police Department 9/12/2019
Seward PD MCC7500E Dispatch Console Migration Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Motorola Solutions Confidential Restricted 86 Table of Contents iii
SECTION 1
SYSTEM
II II
III
IIII
. OVERVIEW
Motorola is pleased to provide an offer for sale to Seward Police Department for a site
communications system. Seward currently operates a local conventional radio system at the
Seward PD building. This proposal will update Seward's hardware and software, including base
radios and dispatch consoles, to the latest available models.
The proposed system consists of the following:
• Two (2) GCP 8000 Conventional Site Controllers
• Two (2) Core LAN Switches
• Three (3) MCC 7500E Dispatch Consoles, each consisting of:
o One (1) HP Z2 Mini PC
o One (1) USB Audio Interface Module
o Two (2) Desktop Speakers
o One (1) Gooseneck Microphone
o Two (2) Headset Jacks
o Two (2) Headsets
o One (1) Dual Pedal Footswitch
o One (1) Tech Global 19" Touchscreen Monitor
o One (1) Type 3 SPD, 15 A plug in
• One (1) Configuration/Alias Manager PC
• Four (4) GTR 8000 Base Radios
• Four (4) APX Consolettes
• One (1) GGM 8000 Conventional Channel Gateway— High Density
• One (1) SDM 3000 Aux 1/0 Site Device Manager
• One (1) APX 6500 Control Station
• Two (2) KVL 5000 Encryption Keyloaders
• System Spares
ASTRO K-Core
The ASTRID K-2 Core manages the conventional radio system and handles conventional call
processing. An ASTRID K-2 core includes (2) GCP 8000 Conventional Site Controllers and (2)
core LAN switches.
The GCP 8000 Conventional Site Controller (CSC) is rack mounted, and acts as a zone
controller to process conventional radio calls. The GCP 8000 supports call processing for the
dispatch consoles and conventional gateways. Two CSCs are used for redundancy. Only one
CSC is active at a time. In event of failure, the standby CSC automatically takes over call
processing.
The dual HP rack-mounted LAN switches provide redundant IP connectivity to the
communications system.
City of Seward Police Department 9/12/2019
Seward PD MCC7500E Dispatch Console Migration Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Motorola Solutions Confidential Restricted 87 System Description 1-5
MCC 7500E Dispatch Console
The MCC 7500E Dispatch Console is Motorola's latest high-tier console. Consisting of an HP
Z2 Mini, Tech Global monitor and Audio Interface Module, the MCC 7500E offers power and
flexibility in a small physical form.
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Speakers, gooseneck microphone, headsets, and PTT footswitch are provided. All MCC 7500E
consoles may access all conventional resources. The consoles may also access trunked
resources via the APX Consolettes and CCGWs.
TliE MCC 75001E IDISPATOH CONSOLE
an
Local Logging Recorder....................................
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Instant Recall Recorder.................... CDisplay
Personal Desktop Display Deskto
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External Telephone System•-------ww. Speaker Speaker
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Configuration Manager
The Configuration Manager provides the ASTRO 25 conventional system a single interface to
configure consoles, gateways, subscriber information, channel tables and aliases. The
Configuration Manager maintains data version ing/synchronization and tracks configuration
changes through both full and delta downloads showing progress and history status.
GGM 8000 Conventional Channel Gateway (CCGW) — High Density
The GGM 8000 Gateway with High Density Conventional Channel expansion board provides
ports for up to eight (8) connected conventional analog or mixed mode channels. The CCGW
provides conversion between the four wire analog audio of the consolette and I connectivity of
9/12/2019 City of Seward Police Department
Use or disclosure of this proposal is subject Seward PD MCC7500E Dispatch Console Migration
to the restrictions on the cover page.
1-6 System Description 88 Motorola Solutions Confidential Restricted
the MCC 7500E Dispatch Consoles. Up to sixteen (16) IP-based conventional channels are
supported per CCGW.
GTR 8000 Base Radio
The conventional GTR 8000 Base Radio supports digital IP, digital V.24, analog 4—wire, and
mixed mode 4—wire/V.24 hybrid circuit wireline link interfaces. The conventional GTR 8000
Base Radio
ports 16 sets of
channel cconfiigp at ons. programmable Each channel configuration
�
can be configured for base station, repeater,
r
simplex, or receive only operation.
APX VHF Consolette
The four (4) APX Consolettes provide control station access to conventional and trunked radio
channels for the MCC 7500E dispatch consoles. The Consolettes are rack mounted, and may
be powered by both 120 VAC and 12 VDC power sources. Consoles are enabled for VHF, and
may be upgraded by software flash to support UHF and 7/800 operation. Consolettes are
enabled for P25 digital FDMA trunking operation and AES encryption for interoperation with the
Alaska Land Mobile Radio (ALMR) system.
SDM 3000 Site Device Manager (Aux 1/0)
The SDM 3000 Site Device Manager provides digital input/output relays at the local dispatch
site. Up to forty-eight (48) digital inputs and sixteen (16) digital outputs are supported by the
base unit; more inputs and outputs may be added with expansion units. The SDM 3000 is
connected to the LAN and operated from the dispatch consoles.
APX 6500 Control Station
The APX 6500 is Motorola's mission-critical single-band mobile radio. The APX 6500 operates
in VHF, and operates in both analog conventional and P25 digital trunked modes. The APX
6500 control stations includes an AC power supply for easy desktop installation and use. In the
unlikely event of a total primary communications system failure, dispatchers will still have the
APX 6500 to rely on for radio communications.
KVL 5000 Encryption Keyloader
The KVL 5000 is a ruggedized, purpose-built device for
generating, storing and loading encryption keys to compatible
subscribers and consoles. The KVL 5000 is backwards
compatible with previous Motorola KVL models, allowing users to
efficiently update keyed devices and maintain secure radio
communications. The Advanced Encryption Standard (AES) ft
algorithm is enabled on the KVL 5000; legacy algorithms are also
available.
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City of Seward Police Department 9/12/2019
Seward PD MCC7500E Dispatch Console Migration Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Motorola Solutions Confidential Restricted 89 System Description 1-7
1 .2 SYSTEM DIAGRAM
MCC 7500E C NFIGURAT[ON MCC 750 E
DISPATCH TCH CONSOLE MANAGERPC DISPATCH CONSOLE
Q Y ( )— SEWARD PD Q1'Y ( ) .SE WARD PD QI"Y(1)—.SLWARD LIB
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[AN SW 'ITCI°i LAN SWITCH
6
GCR 8000 SITE CONTROLLER#1 GCP 8000 SITE CONTROLLER
SDM 3000 AU I/O GGM 8000 CON IONAL
id CHANNNEL GArEWVA:Y
PCIo ��ir9'ri1^ira^Newry »>m wM�� Duly�yr�ylY��v�iuiuupjmq
GTR 8000 BASE RADIO
CITY(4) APX CONSOLLTTE
RN=DISTRIBUT ION
, CITY(4
(CUSTOMER PROVIDED)
LEGEND
PRELIMINARY VARY WING. �,COPPER ETLIERNET
FINAL AS BUILT MAY DIFFER. �mmmmmmmmmmmmmm� ICE EREQ(JEN' CY(RE)
NOT ALL CONNECTIONS SHOWN. ANALOG(4 WIRE)
9/12/2019 City of Seward Police Department
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1-8 System Description 90 Motorola Solutions Confidential Restricted
Motorola has included in the proposed design, the MCC7500E Dispatch Console. Designed
for effective, flexible dispatch communications, the MCC7500E Dispatch Console provides a
range of valuable features.
• Seamless Integration with ASTR0025 trunking systems
• IP Network—The MCC7500E supports the IP protocols of the ASTRO 25 system's
transport network
• User Friendly— MCC 7500E's environment features the familiar standards used by
other Windows programs worldwide featuring easy to understand screen layout,
menus, and icons that are quickly recognizable by users.
• Customization — Each dispatcher's configuration can be customized via the Admin
application.
• Point-and-Click— Dispatch GUI uses a simple point-and-click response. The
dispatcher has the choice of using a mouse, trackball, or touchscreen, and the
keyboard is not required for day-to-day operations.
• Agency Partitioning —Allows multiple agencies to use a common system while
maintaining control over their console resources via the security partitioning feature
of network management.
No new logging or recording solution has been included in this proposal.
City of Seward Police Department 9/12/2019
Seward PD MCC7500E Dispatch Console Migration Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Motorola Solutions Confidential Restricted 91 System Description 1-9
1 .5 DESIGNASSUMPTIONS
• Any required site upgrades, including those required to meet R56 "Standard and
Guidelines for Communications Sites" requirements, are the responsibility of Seward PD
unless otherwise specified.
• RF demark is the RF port for the GTR 8000 Base Radios, APX Consolettes, and APX
6500. Seward PD will provide Radio Frequency Distribution System (RFDS), including
antennas, transmission line, filtering and RF surge protection.
• Distance between dispatch consoles and equipment racks will not exceed one hundred
(100) meters.
• Auxiliary Input/Output demark is the wall-mounted punchblocks.
• Power demark at the racks is the line side of the AC Edge SPD/PDU devices.
• Power demark at the consoles is the line side of the Type III SPD/PDU.
• No Unified Event Manager (UEM) is included. UEM is a Simple Network Management
Protocol (SNMP) tool for ASTRO networks.
• No customer enterprise network (CEN) or CEN connection is included.
• No telephony integration is included.
• No logging scope is included.
• No conventional data is included.
• No Uninterruptible Power Supplies (UPS) are included. Seward PD is responsible for
supplying UPS for all equipment.
• The Alaska Land Mobile Radio (ALMR) system uses trunked, P25 digital, VHF, FDMA
channels.
• ALMR uses Over-The-Air-Rekeying (OTAR) and Over-The-Air-Programming (OTAP).
• ALMR does not use Radio Authentication, Enhanced Data, Group Services of Over-The-
Air Software Updates.
• All ALMR access will be via the APX Consolettes or the APX 6500 Control Station.
• GTR 8000 Base Radios are enabled for conventional, local IP-based operation.
• Transmit and receive frequencies for the GTR 8000 Base Radios are divisible by 2.5
MHz or 3.125 MHz.
• Transmit and receive frequencies for the GTR 8000 Base Radios are at least 250 kHz
apart.
9/12/2019 City of Seward Police Department
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1-10 System Description 92 Motorola Solutions Confidential Restricted
so
K-CORE 1 SQM01SUM0237 SINGLE ZONE CONV NON-RED CORE
K-CORE 1 CA01663AB ADD: RACK
K-CORE 2 CA01896AB ADD: BACKHAUL SWITCH
K-CORE 1 CA02259AA ADD: Redundancy
K-CORE 2 CLN1868 2930F 24-PORT SWITCH
K-CORE 2 CLN1866 FRU: 1M DAC CABLE
K-CORE 4 DSJ4858D ARUBA 1G SFP LC SX 500M MMF XCVR
CFGN MGR 1 TT3492 Z2 G4 MINI WORKSTATION
CFGN MGR 1 T7885 MCAFEE WINDOWS AV CLIENT
CFGN MGR 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG
CFGN MGR 1 DSSL120 SPD, TYPE 3, 120VAC, 15A PLUG-IN WI
CFGN MGR 1 DSY71361AA HP Z2 MINI ARM WALL VESA MOUNT
CFGN MGR 1 DSEV191B TECH GLOBAL EVOLUTION SERIES 191NCH
ALIAS MGR 1 BVN1013 MKM 7000 Console Alias Manager Soft
RACK 1 THN1012 RACK 7' OPEN
CONSOLE 1 B1949 MCC 7500E SOFTWARE DVD
CONSOLE 1 DSF21356AA USB EXTERNAL DVD DRIVE
CONSOLE 1 B1948 MCC 7500E DISPATCH POSITION LICENSE
CONSOLE 3 UA00249AA ADD: 15 RADIO RESOURCES LICENSE
CONSOLE 3 UA00659AA ADD: ADP/AES/DES-OFB ENCRYPTION
CONSOLE 3 UA00655AA ADD: ADVANCED CONVENTIONAL OPERATIO
CONSOLE 3 UA00653AA ADD: BASIC CONSOLE OPERATION
CONSOLE 3 UA00661AA ADD: ENHANCED IRR
CONSOLE 3 UA00658AA ADD: SECURE OPERATION
CONSOLE 3 B1941 USB AUDIO INTERFACE MODULE
CONSOLE 3 TT3492 Z2 G4 MINI WORKSTATION
CONSOLE 3 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG
CONSOLE 3 T7885 MCAFEE WINDOWS AV CLIENT
CONSOLE 3 DSEV191B TECH GLOBAL EVOLUTION SERIES 191NCH
CONSOLE 3 DSUSB31000S STARTECH USB 3.0 TO GIGABIT ETHERNE
CONSOLE 3 DSST730003M STARTECH 7 PORT USB 3.0 HUB
CONSOLE 6 B1952 SPEAKER, DESKTOP, USB
CONSOLE 6 CA03405AA ADD: POWER SUPPLY WITH DC CORD
CONSOLE 6 CA03406AA ADD: AC LINE CORD, NORTH AMERICA
CONSOLE 6 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4
CONSOLE 6 B1913 MCC SERIES HEADSET JACK
CONSOLE 3 B1914 MCC SERIES DESKTOP GOOSENECK MICROP
CONSOLE 6 RLN6099A HDST MODULE BASE W/PTT, 25 FT CBL
CONSOLE 6 RMN5151A OVER-THE-HEAD, BINAURAL, NOISE-CANC
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Motorola Solutions Confidential Restricted 93 System Description 1-11
CONSOLE 3 DSTWIN6328A PROVIDES ONE DUAL PEDAL FOOTSWITCH
APX6500 1 M25KSS9PW1 N APX6500 VHF MID POWER
APX6500 1 G142 ADD: NO SPEAKER NEEDED
APX6500 1 G298 ENH: ASTRO 25 OTAR W/ MULTIKEY
APX6500 1 G361 ENH: P25 TRUNKING SOFTWARE APX
APX6500 1 G442 ADD: 05 CONTROL HEAD
APX6500 1 G444 ADD: APX CONTROL HEAD SOFTWARE
APX6500 1 G51 ENH: SMARTZONE OPERATION APX6500
APX6500 1 G66 ADD: DASH MOUNT
APX6500 1 G78 ADD: 3Y ESSENTIAL SERVICE
APX6500 1 G806 ADD: ASTRO DIGITAL CAI OPERATION
APX6500 1 G843 ADD: AES ENCRYPTION APX
APX6500 1 G89 ADD: NO RF ANTENNA NEEDED
APX6500 1 G91 ADD: CONTROL STATION POWER SUPPLY
APX6500 1 G996 ENH: OVER THE AIR PROVISIONING
APX6500 1 GA00235 ADD: NO GPS ANTENNA NEEDED
APX6500 1 W12 ADD: RF PREAMP
APX6500 1 W382 ADD: CONTROL STATION DESK GCAI MIC
APX6500 1 W665 ADD: CONTROL STATION OPERATION
SPD/PDU 3 DSSL120 SPD, TYPE 3, 120VAC, 15A PLUG-IN WI
SPD/PDU 1 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FORTS
SPD/PDU 2 DS1101990 SPD, SHIELDED RJ-45 JACK, SINGLE LI
SPD/PDU 2 DS11011188 PDU, 120/240 SPLIT PH OR N+1 REDUND
SPD/PDU 14 DS3750295 BREAKER, 5 AMP, CB UL 489 LISTED FO
SPD/PDU 4 DS3750297 BREAKER, 15 AMP, CB UL 489 LISTED F
SPD/PDU 1 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A P
CONSOLETTE 4 L37TSS9PW1 N ALL BAND CONSOLETTE
CONSOLETTE 4 CA01598 ADD: AC LINE CORD US
CONSOLETTE 4 G298 ENH: ASTRO 25 OTAR W/ MULTIKEY
CONSOLETTE 4 G361 ENH: P25 TRUNKING SOFTWARE APX
CONSOLETTE 4 G51 ENH: SMARTZONE OPERATION APX
CONSOLETTE 4 G78 ADD: 3Y ESSENTIAL SERVICE
CONSOLETTE 4 G806 ENH: ASTRO DIGITAL CAI OP APX
CONSOLETTE 4 G843 ADD: AES ENCRYPTION APX
CONSOLETTE 4 G90 ADD: NO MICROPHONE NEEDED
CONSOLETTE 4 G996 ENH: OVER THE AIR PROVISIONING
CONSOLETTE 4 GA00469 ENH: EXTENDED DISPATCH APX CONSOLET
CONSOLETTE 4 GA05507 DEL: DELETE 7/80OMHZ BAND
CONSOLETTE 4 GA05509 DEL: DELETE UHF BAND
CONSOLETTE 4 L999 ADD: FULL FP W/05/KEYPAD/CLOCK/VU
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1-12 System Description 94 Motorola Solutions Confidential Restricted
CONSOLETTE 4 W12 ADD: RF PREAMP
CONSOLETTE 4 HKN6233C APX CONSOLETTE RACK MOUNT KIT
CONSOLETTE 1 HKN6184C CABLE CH, PROGRAMMING,USB
CCGW-HD 1 SQM01SUM0205 GGM 8000 GATEWAY
CCGW-HD 1 CA01616AA ADD: AC POWER
CCGW-HD 1 CA02086AA ADD: HIGH DENSITY ENH CONV GATEWAY
KEYLOADER 2 T8476B KVL 5000
KEYLOADER 2 1 C725AA ADD: KEYLOAD CABLE FOR APX PORTABLE
KEYLOADER 2 CA00182AW ADD: AES ENCRYPTION SOFTWARE
KEYLOADER 2 CA03358AA ADD: ASTRO 25 MODE
KEYLOADER 2 CA03467AA ADD: NORTH AMERICA MICRO USB CHARGE
KEYLOADER 2 HKN6183B CABLE, CH PROGRAMMING RS-232 (GCAI)
BASE RADIO 4 T7039 GTR 8000 Base Radio
BASE RADIO 4 CA00718AA ADD: ASTRO SYSTEM RELEASE 7.18
BASE RADIO 4 CA01948AA ADD: CONVENTIONAL SOFTWARE
BASE RADIO 4 X153AW ADD: RACK MOUNT HARDWARE
BASE RADIO 4 X530BG ADD: VHF (136-174 MHZ)
AUX 1/0 1 F4543 SITE MANAGER BASIC
AUX 1/0 1 V266 ADD: 90VAC TO 260VAC PS TO SM
AUX 1/0 3 V592 AAD TERM BLCK & CONN WI
AUX 1/0 1 VA00874 ADD: AUX 1-0 SERV FW CURR ASTRO REL
SPARES 1 DLN6781 FRU: POWER SUPPLY
SPARES 1 DLN6966 FRU: GCP 8000/GCM 8000/GPB 8000
SPARES 1 CLN1868 2930F 24-PORT SWITCH
SPARES 1 SQM01SUM0205 GGM 8000 GATEWAY
SPARES 1 CA01616AA ADD: AC POWER
SPARES 1 CA02086AA ADD: HIGH DENSITY ENH CONV GATEWAY
SPARES 1 DLN6898 FRU: FAN MODULE
SPARES 1 DLN6892 FRU: XCVR VHF V2
SPARES 1 DLN6897 FRU: PA VHF
SPARES 1 DLN6455 CONFIGURATION/SERVICE SOFTWARE
SPARES 1 B1941 USB AUDIO INTERFACE MODULE
SPARES 1 TT3492 Z2 G4 MINI WORKSTATION
SPARES 1 T7885 MCAFEE WINDOWS AV CLIENT
SPARES 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG
SPARES 1 DSSL120 SPD, TYPE 3, 120VAC, 15A PLUG-IN WI
SPARES 1 DSTWIN6328A PROVIDES ONE DUAL PEDAL FOOTSWITCH
SPARES 1 B1952 SPEAKER, DESKTOP, USB
SPARES 1 CA03405AA ADD: POWER SUPPLY WITH DC CORD
SPARES 1 CA03406AA ADD: AC LINE CORD, NORTH AMERICA
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Motorola Solutions Confidential Restricted 95 System Description 1-13
SPARES 1 CA03413AA ADD: USB CABLE, TYPE A TO TYPE C, 4
SPARES 1 DSUSB31000S STARTECH USB 3.0 TO GIGABIT ETH ERNE
SPARES 1 DSST730003M STARTECH 7 PORT USB 3.0 HUB
SPARES 1 DS3750295 BREAKER, 5 AMP, CB UL 489 LISTED FO
SPARES 1 DS3750297 BREAKER, 15 AMP, CB UL 489 LISTED F
SPARES 1 DSEV191B TECH GLOBAL EVOLUTION SERIES 191NCH
SPARES 1 DSJ4858D ARUBA 1G SFP LC SX 500M MMF XCVR
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1-14 System Description 96 Motorola Solutions Confidential Restricted
SECTION 2
IMPLEMENTATION PLAN
1 STATEMENT OF WORK
This section delineates the responsibilities between Motorola and Seward PD (Customer) as
agreed to by contract.
Tasks Motorola Customer
e e e
Execute contract and distribute contract documents. X X
Assign a Project Manager as a single point of contact. X X
Assign resources. X X
Schedule project kickoff meeting. X X
Deliverable: Signed contract,defined project team, and scheduled project kickoff meeting.
Ensure that project team members attend all meetings relevant to X X
their role on the project.
Set up the project in the Motorola Solutions information system. X
Record and distribute project status meeting minutes. X
Maintain responsibility for third-party services contracted by X
Motorola Solutions.
Complete assigned project tasks according to the project schedule. X X
Submit project milestone completion documents. X
Upon completion of tasks, approve project milestone completion X
documents.
Conduct all project work Monday thru Friday, 7:30 a.m. to 5:00 X
P.M.).
Deliverable::Completed and approved project milestones throughout the project.
Introduce team, review roles, and decision authority. X X
Present project scope and objectives. X
Review SOW responsibilities and project schedule. X X
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Tasks Motorola Customer
Present the system design and operational requirements for the X
solution.
Present installation plan. X
Present preliminary cutover plan and methods to document final X
cutover process.
Present configuration and details of sites required by system X
design.
Validate that Customer site(s)can accommodate proposed X X
equipment.
Provide approvals required to add equipment to proposed existing X
sites.
Review safety, security, and site access procedures. X
Present equipment layout plans and system design drawings. X
Provide backhaul performance specifications and demarcation X
points.
Provide heat load and power requirements for new equipment. X
Provide information on existing system interfaces. X
Assume liability and responsibility for proving all information X
necessary for complete installation.
Assume responsibility for issues outside of Motorola Solutions' X
control.
Ensure that frequency availability and licensing meet project X
requirements, and pay licensing and frequency coordination fees.
Review and update design documents, including System
Description, Statement of Work, Project Schedule, and Acceptance X
Test Plan, based on Design Review agreements.
Provide minimum acceptable performance specifications for
customer provided hardware, software, LAN, WAN and internet X
connectivity.
Execute Change Order (if any) in accordance with all material X
changes to the Contract resulting from the Design Review.
Deliverable: Finalized design documentation based upon "frozen" design,along with any relevant Change
Order documentation.
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Provide site owners/managers with written notice to provide entry X
to sites identified in the project design documentation.
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2-16 Implementation Plan 98 Motorola Solutions Confidential Restricted
Tasks Motorola Customer
Obtain site licensing and permitting, including site lease/ownership, X
zoning, permits, regulatory approvals, easements, power, and telco
connections, if required.
Deliverable:Access,;permitting, and licensing necessary to install system equipment at each site.
Provide adequate HVAC, grounding, lighting, cable routing, and X
surge protection based upon Motorola Solutions' Standards and
Guidelines for Communication Sites (R56)
Ensure the resolution of environmental and hazardous material X
issues at each site including, but not limited to, asbestos, structural
integrity (tower, rooftop, water tank, etc.), and other building risks.
Ensure that electrical service will accommodate installation of X
system equipment, including isolation transformers, circuit
breakers, surge protectors, and cabling.
Provide obstruction-free area for the cable run between the X
demarcation point and system equipment.
Provide structure penetrations (wall or roof)for transmission X
equipment (e.g. antennas, microwave radios, etc.).
Supply interior building cable trays, raceways, conduits, and wire X
supports.
Pay for usage costs of power and generator fueling, both during the X
construction and installation effort, and on an ongoing basis.
Deliverable: Sites meet physical requirements for equipment installation.
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Create equipment order and reconcile to contract. X
Manufacture Motorola Solutions-provided equipment necessary for X
system based on equipment order.
Procure non-Motorola Solutions equipment necessary for the X
system.
Deliverable: Equipment procured and ready for shipment.
Ship all equipment needed for staging to Motorola Solutions' X
Customer Center for Solutions Integration (CCSi).
Provide information on existing system interfaces, room layouts, or X
other information necessary for the assembly to meet field
conditions.
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Motorola Solutions Confidential Restricted 99 Implementation Plan 2-17
Tasks Motorola Customer
Set up and rack the solution equipment on a site-by-site basis, as it X
will be configured in the field at each of the sites.
Cut and label the cables with to/from information to specify X
interconnection for field installation and future servicing needs.
Complete the cabling/connecting of the subsystems to each other X
("connectorization" of the subsystems).
Assemble required subsystems to assure system functionality. X
Power up, load application parameters, program, and test all X
staged equipment.
Confirm system configuration and software compatibility with the X
existing system.
Inventory the equipment with serial numbers and installation X
references.
Perform factory functional acceptance tests of system features— X
Customer will not be attending.
Conduct site and system level testing. X
Perform system burn-in 24 hours a day during staging to isolate X
and capture any defects.
Deliverable: System staged and ready for shipment.
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Provide secure location for solution equipment. X
Pack and ship solution equipment to the identified, or site locations. X
Receive solution equipment. X
Inventory solution equipment. X
Deliverable: Solution equipment received and ready for installation
Deliver solution equipment to installation location. X
Coordinate receipt of and inventory solution equipment with X
designated contact.
Install all proposed fixed equipment as outlined in the System X
Description based upon the agreed-upon floor plans, connecting
audio, control, and radio transmission cables to connect equipment
to the power panels or receptacles, and audio/control line
connection points. Installation performed in accordance with R56
standards and state/local codes.
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2-18 Implementation Plan 100 Motorola Solutions Confidential Restricted
Tasks Motorola Customer
Provide system interconnections that are not specifically outlined in X
the system design, including dedicated phone circuits, microwave
links, or other types of connectivity.
Install and terminate all network cables between site routers and X
network demarcation points, including leased lines, and Ethernet.
Ensure that Type 1 and Type 2 AC suppression is installed to X
protect installed equipment.
Connect installed equipment to the provided ground system. X
Label equipment, racks, and cables. X
Identify circuits for connection to console and a demarcation point X
located within 25 feet of the console interface.
Perform preliminary audit of installed equipment to ensure X
compliance with requirements and R56 standards.
Note any required changes to the installation for inclusion in the X
"as-built" system documentation.
Remove, transport, and dispose of old equipment. X
Deliverable: Equipments installed.
Install fixed equipment contained in the equipment list and system X
description.
Provide backhaul connectivity and associated equipment for all X
sites to meet latency,jitter and capacity requirements.
Configure ASTRO 25 system to support the new RF sites. X
Verify site link performance, prior to the interconnection of the X
solution equipment to the link equipment.
Install new Four(4)GTR Base Radios X
Provide list of subscriber IDs for loading into the Zone Controller. X
Load subscriber IDs in the Zone Controller. X
Integrate the RF sites into the system to ensure proper operation. X
Deliverable:ASTRO 25 core and remote site equipment installation completed.
Identify circuits for connection to console and a demarcation point X
located within 25 feet of the console interface.
Provide desk space for three (3) new dispatch consoles X
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Motorola Solutions Confidential Restricted 101 Implementation Plan 2-19
Tasks Motorola Customer
Install three (3)staged MCC7500E consoles in the Dispatch Center X
on existing customer-provided desk space, two (2)at PD and one
(1) at FD.
Connect console to circuit demarcation points. X
Install purchased peripheral console equipment in accordance with X
R56 standards and state/local codes.
Provide all Cat5E cable to connect the consoles to the two (2) X
switches in the backroom (2 cables per op = 6 runs total).
Permanently install, cable, and ground two (2)staged 7' racks in X
the backroom.
Develop templates for console programming. X
Perform console programming and configuration. X
Deliverable: Console equipment installation completed.
Provide the locations of control stations and desk radio. X
Survey mounting locations and develop control station installation X
plan.
Provide adequate space, grounding, and power for the control X
station installation.
Properly connectorize and ground the Control Stations. X
Provide antenna and antenna cables to location of the Control X
Stations.
Connect to Customer-provided antenna cables. X
Perform control station programming. X
Deliverable: Control station equipment installation completed.
Review and determine modifications to existing fleetmap. X
Review fleetmapping requirements with Customer, including user X
ID and talkgroup structures.
Designate user group representatives for the user groups, to make X
timely decisions on their behalf.
Provide advisory input during fleetmap development. X
Develop templates. X
Participate in a meeting to finalize any changes among user X X
groups.
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2-20 Implementation Plan 102 Motorola Solutions Confidential Restricted
Review and approve fleetmap templates. X
MotorolaTasks
Program the approved templates into a radio-programming X
template tool.
Program sample radios with approved templates and deliver for X
evaluation by Customer.
Program approved templates into console. X
Evaluate sample radios and provide feedback. X
Approve templates. X
Deliverable:F/leetmap plan completed and approved by Customer.
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Perform R56 site-installation quality-audits, verifying proper X
physical installation and operational configurations.
Create site evaluation report to verify site meets or exceeds
requirements, as defined in Motorola Solutions' R56 Standards and X
Guidelines for Communication Sites.
Deliverable: R56 Standards and Guidelines for Communication Sites audits completed successfully.
�1111111 i 11 11=1 111111 im=1111 =
Perform EMI analysis for the Motorola Solutions-supplied
equipment. Note: Motorola Solutions is only responsible for
interference caused by Motorola Solutions-provided transmitters to
the Motorola Solutions-provided receivers. Should the proposed X
equipment experience interference, Motorola Solutions can be
contracted to investigate the source and recommend solutions to
mitigate the issue.
Resolve any interference caused by equipment not supplied by X
Motorola Solutions.
Deliverable: EMI analysis completed.
Verify that all equipment is operating properly and that all electrical X
and signal levels are set accurately.
Verify that all audio and data levels are at factory settings. X
Verify communication interfaces between devices for proper X
operation.
Ensure that functionality meets manufacturers' specifications and
complies with the final configuration established during design X
review or system staging.
Deliverable: Completion of System Optimization.
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Motorola Solutions Confidential Restricted 103 Implementation Plan 2-21
Tasks Motorola Customer
OmMs,11121i, 1611S,113111111 1111111
Verify the operational functionality and features of the solution X
supplied by Motorola Solutions, as contracted.
Witness the functional testing. X
Document all issues that arise during the acceptance tests. X
If any major task for the system as contractually described fails X
during the Customer acceptance testing or beneficial use, repeat
that particular task after Motorola Solutions determines that
corrective action has been taken.
Resolve any minor task failures before Final System Acceptance. X
Document the results of the acceptance tests and present for X
review.
Review and approve final acceptance test results. X
If any major task as contractually described fails, repeat that X
particular task after Motorola Solutions determines that corrective
action has been taken.
Document all issues that arise during the acceptance tests. X
Document the results of the acceptance tests and present to the X
Customer for review.
Resolve any minor task failures before Final System Acceptance. X
Deliverable: Completion of functional testing and approval by Customer.
Finalize Cutover Plan. X X
Calibrate and tune existing mobile and portable radios to ensure X
good working order.
Provide Motorola Solutions with user radio information for input into X
the system database and activation, as required.
Provide programming of user radios and related services (i.e.
template building, re-tuning, testing and installations), as needed, X
during cutover period.
Conduct cutover meeting with relevant personnel to address both X
how to mitigate technical and communication problem impacts to
the users during cutover and during the general operation of the
system.
Notify the personnel affected by the cutover of the date and time X
planned for cutover.
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2-22 Implementation Plan 104 Motorola Solutions Confidential Restricted
Tasks Motorola Customer
Provide ongoing communication with users regarding the project X X
and schedule.
Cut over users and ensure that user radios are operating on X
system.
Resolve punchlist items, documented during the Acceptance
Testing phase, in order to meet all the criteria for final system X
acceptance.
Assist Motorola with resolution of identified punchlist items by X
providing support, such as access to the sites, equipment and
system, and approval of the resolved punchlist items.
Deliverable`. Migration to new system completed,and,punchlist items resolved.
Review the items necessary for transitioning the project to warranty X
support and service.
Motorola Solutions to provide services during year 1 warranty X
which align with the proposed services.
Provide a Customer Support Plan detailing the warranty support X
associated with the contract equipment.
Participate in the Transition Service/Project Transition Certificate X
(PTC) process.
Provide a Customer Support Plan detailing the warranty support X
associated with the contract equipment.
Participate in the Transition Service/Project Transition Certificate X
(PTC) process.
Deliverable: Service information delivered and approved by Customer
Resolve punchlist items, documented during the Acceptance X
Testing phase, in order to meet all the criteria for final system
acceptance.
Assist Motorola Solutions with resolution of identified punchlist
items by providing support, such as access to the sites, equipment X
and system, and approval of the resolved punchlist items.
Provide manufacturer's installation material, part list and other X
related material to Customer upon project completion.
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Motorola Solutions Confidential Restricted 105 Implementation Plan 2-23
Tasks Motorola Customer
Provide an electronic as-built system manual on CD or other
Customer preferred electronic media. The documentation will
include the following:
- Site Block Diagrams.
- Site Floor Plans.
- Site Equipment Rack Configurations. X
- Antenna Network Drawings for RF Sites (where applicable).
- ATP Test Checklists.
- Functional Acceptance Test Plan Test Sheets and Results.
- Equipment Inventory List.
- Console Programming Template (where applicable).
- Maintenance Manuals (where applicable).
- Technical Service Manuals (where applicable).
Drawings will be delivered in Adobe PDF format.
Receive and approve documentation. X
Execute Final Project Acceptance. X X
Deliverable:All required documents are provided and approved. Final Project Acceptance.
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2-24 Implementation Plan 106 Motorola Solutions Confidential Restricted
2.2 ASSUMPTIONS
Motorola has made several assumptions in preparing this proposal, which are noted below.
• Sufficient space, power and HVAC exist to install two (2) racks of equipment, three (3)
dispatch consoles and wall-mounted punch blocks.
• Distance between dispatch consoles and equipment racks will not exceed range of multi-
mode fiber (MMF).
• RF demark is the RF port on the consolettes. Seward PD will provide RFDS, including
surge protection.
• Any antenna tower stress analysis or tower upgrade requirements are the responsibility
of the Seward PD.
• Power demark at the rack is the line site connection of the AC Edge II units, with the
exception of installing the Type 2A SPD at the distribution panel.
• Power demark is the Type 3 SPD for the dispatch consoles.
• Seward PD to provide all electrical circuits at the proposed rack location and AC
distribution panel. Motorola has not provided any electrical, civil, R56 or site
improvement work in this proposal. All required electrical work at the dispatch site will be
provided by Seward PD.
• All existing sites or equipment locations will have adequate electrical power in the proper
phase and voltage and site grounding to support the requirements of the system
described.
• There is no data demark as the ASTRO system is self-contained.
• Aux 1/0 demark is the wall-mounted punch blocks.
• No Unified Event Manager (UEM) is included. UEM is a Simple Network Management
Protocol (SNMP) for ASTRO networks.
• No conventional integrated data is provided on the K-core. Consolettes will be capable
of Integrated Voice & Data (IV&D).
• The Alaska Land Mobile Radio (ALMR) system uses trunked, P25 digital VHF FDMA
channels.
• ALMR uses Over-The-Air-Rekeying (OTAR) and Over-The-Air Programming (OTAP).
• ALMR does not use Radio Authentication, Enhanced Data, Group Services or Over-The-
Air Software Updates.
• Unless specified, any upgrades/modification to site/location, to meet R56 "Standards
and Guidelines for Communications Sites" guidelines, is Seward PD's responsibility.
• No control room customer enterprise network (CEN) or CAD interface is included.
• CAD is not included as part of this proposal.
• No telephony integration is included.
• Uninterruptible Power Supplies (UPSs) are not included. Seward PD is responsible for
supplying UPSs for both rack-mounted equipment and dispatch floor equipment.
• No new logging solution has been included in this proposal.
• Existing subscribers programming and configuration is not included in this proposal.
• No coverage guarantee is included in this proposal.
• Approved FCC licensing provided by the Seward PD.
• Approved local, State or Federal permits as may be required for the installation and
operation of the proposed equipment are the responsibility of the Seward PD.
• Motorola's MCC 7500E design is built with dedicated workstations for each MCC 7500E
operator positions. Motorola provided computers will not be configured to share/support
any third party applications such as CAD, E911 network, etc.
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Motorola Solutions Confidential Restricted 107 Implementation Plan 2-25
• Any required system interconnections not specifically outlined here will be provided by
Seward PD. These may include dedicated phone circuits, microwave links or other types
of connectivity.
• Motorola is not responsible for interference caused or received by the Motorola provided
equipment except for interference that is directly caused by the Motorola provided
transmitter(s) to the Motorola provided receiver(s). Should the Seward PD's system
experience interference, Motorola can be contracted to investigate the source and
recommend solutions to mitigate the issue.
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2-26 Implementation Plan 108 Motorola Solutions Confidential Restricted
Motorola's preliminary project schedule for Seward PD Console Migration is below, and
indicates total project implementation to be approximately 9 months from Contract Execution
to Final Acceptance.
As part of the Design Review, the project schedule will be fine-tuned by Motorola's Project
Manager and will be submitted to Seward PD for review and approval.
ID 0 Task Name n
Start Finish
Dec'19 Jan'20 Feb'20 Mar'20 A r'20 Ma '20'Jun'20 Jul 20 Au '20 Se '20 Oct'20
1 Consoles and K2 Core(With SI) 185 d Thu 112120 Mon 9121/20
2 Project Initiation 23 d Thu 112/20 Tue 214/20
3 Award(Project Set Up) 15 d Thu 1/2/20 Thu 1/23/20
4 Post Sale Transition Meeting Completed 1 d Fri 1/24/20 Fri 1/24/20
5 Internal Project Plan/Design Review 5 d Fri 1/24/20 Thu 1/30/20
6 Customer Kick Off 3 d Fri 1/31/20 Tue 2/4/20
7 Project Planning 40 d Fri 1131120 Thu 3126120
8 Customer Design Review(CDR) 10 d Fri 1131120 Thu 2/13120
9 Customer Contract/Design Review 10 d Fri 1131/20 Thu 2/13120
10 System Description/SOW 10 d Fri 1/31/20 Thu 2/13/20
11 Test Acceptance Plans 10 d Fri 1/31/20 Thu 2/13/20
12 Equipment List Development 10 d Fri 1131/20 Thu 2/13120
13 Implementation Plan 10 d Fri 1131/20 Thu 2/13120
14 Contract Change Order Process 15 d Fri 2/14/20 Thu 3/5/20 x
15 Update Project Plans(Post CDR) 15 d Fri 3/6120 Thu 326/20
16 Project Execution 130 d Fri 2114/20 Fri 8114/20
17 Make Order and SI Procurement 20 d Fri 2/1420 Thu 3/1220
18 System Staging 30 d Fri 3/1320 Thu 42320
19 Transition to Service Preparation 10 d Fri 42420 Thu 5/720
20 System Installation 20 d Fri 4124120 Thu 5121120
21 Receive and Inventory Equipment 10 d Fri 42420 Thu 5/720
22 Master Site Programming 5 d Fri 5/820 Thu 5/1420
23 Dispatch Site Console Programming 5 d Fri 511520 Thu 52120
24 RF Site Programming 5 d Fri 5/820 Thu 5/1420
25 System Optimization 20 d Fri 52220 Fri 611920
26 System Acceptance Test 10 d Mon 622/20 Fri 7/320
27 System Readiness Review 10 d Mon 7/620 Fri 7/1720
28 System Cutover 10 d Mon 720/20 Fri 7/3120
29 Beneficial Use System Acceptance 10 d Mon 8/320 Fri 811420
30 Project Close 25 d Mon 8117120 Mon 9121120
31 Finalize System Documentation 20 d Mon 8/17/20 Mon 9/14/20
32 Punchlist Resolution 20 d Mon 8117/20 Mon 9/14/20
33 Legacy Equipment Removed 20 d Mon 8117/20 Mon 9/14/20
34 Final Acceptance 0 d Mon 9/14/20 Mon 9/14/20 9/14
35 Complete Service Transition Meeting 5 d Tue 9/1520 Mon 921/20
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Motorola Solutions Confidential Restricted 109 Implementation Plan 2-27
2.4 CHANGE ORDER PROCESS
Either Party may request changes within the general scope of this Proposal. If a requested
change causes an increase or decrease in the cost or time required to perform this
Agreement, the Parties will agree to an equitable adjustment of the Contract Price,
Performance Schedule, or both, and will reflect the adjustment in a change order. Neither
Party is obligated to perform requested changes unless both Parties execute a written
change order.
2.5 ACCEPTANCE TEST P1,,,,,
AN
System Acceptance of the proposed solution will occur upon successful completion of a
Functional Acceptance Test Plan (FATP), which will test the features, functions, and failure
modes for the installed equipment in order to verify that the solution operates according to
its design. This plan will validate that proposed solution will operate according to its design,
and increase the efficiency and accuracy of the final installation activities.
A list of tests are described in following pages.
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MCC 7500E CONVENTIONA1.., RESOURCES
2. TEST
I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I
Step 1. Initiate a call from CONSOLE-1 on
2.5.1 Conventional Call - Analog CONVENTIONAL CHANNEL 1.
Step 2. Observe that RADIO-1 will be able to
monitor the call. End the call from
1. DESCRIPTION CONSOLE-1 and initiate a call from RADIO-
1 on CONVENTIONAL CHANNEL 1
Dispatchers with Conventional Call capability will be Step 3. Observe that all consoles with
able to communicate with other members of the CONVENTIONAL CHANNEL 1 can monitor
same channel. When a Conventional Call is initiated both sides of the conversation.
from a subscriber unit, the call is indicated on each
dispatch operator position that has a channel control Step 4. Initiate a call from CONSOLE-1 on
resource associated with the unit's channel. CONVENTIONAL CHANNEL 2.
SETUP Step 5. Observe that RADIO-2 will be able to
monitor the call. End the call on CONSOLE-
1 and initiate a call from RADIO-2 on
RADIO-1 -CONVENTIONAL CHANNEL 1 CONVCH 2
RADIO-2 -CONVENTIONAL CHANNEL 2
CONSOLE-1 -CONVENTIONAL CHANNEL 1 Step 6. Observe that all consoles with
CONSOLE-1 -CONVENTIONAL CHANNEL 2 CONVENTIONAL CHANNEL 2 can monitor
both sides of the conversation.
VERSION #1.060
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MCC 7500E Conventional Resources 2. TEST
Step 1. Connect a transmission test set to the output
of the port corresponding to
2.5.2 Conventional Call - AnalogCONVENTIONAL CHANNEL 1 on
CONSOLE-1.
(Using a Test Set)
Step g 2. Using CONSOLE-1, initiate a call on
CONVENTIONAL CHANNEL 1 and verify
1. DESCRIPTION Transmit audio is heard through the
transmission test set.
Step 3. Using the test set, inject a test tone into the
A conventional station can be integrated into a input of CONVENTIONAL CHANNEL 1.
trunking system by placing a conventional resource
on the consoles. This allows the user to dispatch Step 4. Verify the CONVENTIONAL CHANNEL 1
and patch the conventional station with the desired resource receives the tone in the
talkgroups. appropriate speaker.
This test will demonstrate the audio output at the Step 5. Connect a transmission test set to the output
Conventional Channel Gate Way (CCGW) using a of the port corresponding to
test set in those cases where the attached device is CONVENTIONAL CHANNEL 2 on
not available. CONSOLE-1.
SETUP Step 6. Using CONSOLE-1, initiate a call on
CONVENTIONAL CHANNEL 2 and verify
Transmit audio is heard through the
CONSOLE-1 -CONVENTIONAL CHANNEL 1 and transmission test set.
CONVENTIONAL CHANNEL 2
Step 7. Using the test set, inject a test tone into the
Connect a transmission test set to the port that input of CONVENTIONAL CHANNEL 2.
corresponds to CONVENTIONAL CHANNEL 1 in the
Console Position. Step 8. Verify the CONVENTIONAL CHANNEL 2
resource receives the tone in the
Note: Each RJ45 receptacle on the Analog Module appropriate speaker.
of the Conventional Channel GateWay(CCGW)
represents a possible resource, pins 1 and 2 are for
RX audio, and pins 4 and 5 are for TX audio.
VERSION #1.030
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MCC 7500E Conventional Resources 2. TEST
Ste 1. Using a shorting wire simulate a relay
p g g Y
closure on an input via the punch block.
2.5.3 Alarm Input I Outputs (Aux Step 2. Verify that CONSOLE-1 momentary input
1/0 Option) displays the icon designated for an
ON STATE.
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII
1. DESCRIPTION Step 3. Remove the shorting wire and verify that
CONSOLE-1 displays the icon designated
for an OFF—STATE.
The alarm inputs of the Aux 1/0 can be connected to Step 4. Connect the meter to the pins to monitor a
almost any device that requires or can detect a relay relay output.
closure. These signals can be simulated and
monitored in the factory. Step 5. Verify that the meter reads an open circuit.
SETUP Step 6. Press the output button on the console to
initiate a relay closure.
Connect a multi-meter capable of monitoring Step 7. Verify that the meter displays a closed
closures to the proper pins of the punch block circuit.
cabled to the Aux 1/0. One momentary input and
one momentary output should be configured on at
least one MCC 7500E console.
CONSOLE-1 -TALKGROUP 1
CONSOLE-1 -SITE- CONSITE 1
Aux 1/0 punch block pinout:
Aux 1/0 1 - pins 26,1
Aux 1/0 2- pins 27,2 Pass Fail
Aux 1/0 3 - pins 28,3
Aux 1/0 4 - pins 29,4
VERSION #1.010
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2. TEST
I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I I
Step 1. Verify both Site Controllers are available and
2.5.4 Redundant Site Controller in the "Normal"state.
Switching - Automatic Step 2. Power off the active Site Controller(or in the
Switchover ESS configuration connect to the Active Site
controller using CSS and perform a 'reset")
and verify the backup becomes the new
IIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIIII fy p
active Site Controller(note events in the
1. DESCRIPTION event viewer).
Step 3. Key RADI0-1 and verify that RADI0-2 hears
The K-Core uses two Site Controllers in a redundant the audio.
configuration. The backup Site Controller is made
active either upon the loss of communication to the Step 4. End the call from RADIO-1.
active Site Controller or upon a user initiated
command from the Site Control Manager. Step 5. Power up the Site Controller (if it was
This test will demonstrate that on the loss of the powered off). Verify the Site Controller
active site controller the standby controller will returns to the normal state.
become active and carry on the site operations.
SETUP
RADI0-1 -CHANNEL 1
RADI0-2-CHANNEL 1
VERSION #1.020
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2.6 SIGNOFFCERTIFICATE
By their signatures below, the following witnesses certify they have observed the system
Acceptance Test Procedures.
Signatures
WITNESS: Date:
Please Print Name:
Initials:
Please Print Title:
WITNESS: Date:
Please Print Name:
Initials:
Please Print Title:
WITNESS: Date:
Please Print Name:
Initials:
Please Print Title:
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SECTION 3
SUPPORT PLAN AND
MAINTENANCE SERVICES
To maintain Seward PD's equipment, Motorola offers our standard commercial warranty as
set forth in the terms and conditions provided with our proposal.
An optional 5 years of Motorola's Essential Services package pricing is shown in Pricing
Summary section of this proposal. This service will take effect after the first year warranty, if
purchased.
A description of Essential Services package is included in following pages.
Essential Services
Motorola's Essential Services are designed for customers who would benefit from Motorola's
basic support experience. Essential Services are delivered through a combination of
centralized resources within Motorola's Solutions Support Center (SSC) collaborating with
authorized local field services delivery resources that are experienced in managing mission
critical networks and associated technologies. The MSI SSC operates 24 x 7 x 365,
leveraging field resources that are either dedicated to the network or engaged as needed.
Essential Services applies to fixed end communications network equipment located at the
network core, RF site and dispatch sites. Essential Services do not include maintenance of
mobile or portable devices, or network backhaul.
The services described in this SOW will be performed in accordance with the Customer
Support Plan (CSP) agreed upon by the parties.
Customer Support Plan (CSP)
The Essential Services Statement of Work summarizes Motorola's delivery approach and
standard goals. Since individual customer technologies, systems, operating environments,
and operational capabilities differ, the outlined services approach in the Essential Services
SOW will be adapted to each Customer's own environment and unique needs via the CSP.
The CSP is a critical component of this SOW and, once created, will automatically become
integrated into this SOW by this reference. Motorola and Customer will collaborate to define
the Customer-specific processes, procedures, network information, and other relevant
support details required to perform the Services set forth in the Essential Services SOW.
Centralized Service Delivery
Technical Support service provides telephone consultation for technical issues that require a
high level of ASTRID 25 network experience and troubleshooting capabilities. Technical
Support is delivered through the SSC Network Operations Center by a staff of technical
support specialists skilled in diagnosis and swift resolution of infrastructure performance and
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operational issues. Motorola applies leading industry standards in recording, monitoring,
escalating and reporting for Technical Support calls from its contracted customers, reflecting
the importance of maintaining mission critical systems.
Network Hardware Repair
Motorola provides a hardware repair service for all of the Motorola and select third-party
infrastructure equipment supplied by Motorola. The Motorola authorized Repair Depot
manages and performs the repair of Motorola supplied equipment as well as coordinating
the equipment repair logistics process.
Network Hardware Repair with Advanced Replacement is a purchasable option under which
Motorola will provide Customer with an advanced replacement unit(s) or Field Replacement
Units (FRU's) as they are available in exchange for Customer's malfunctioning equipment.
Malfunctioning equipment will be evaluated and repaired by the infrastructure repair depot
and returned to depot's FRU inventory upon completion of repair. Customers who prefer to
maintain their existing FRU inventory have an option to request a "Loaner" FRU while their
unit is being repaired. If purchased, an appendix with the Network Hardware Repair with
Advanced Replacement SOW will be included at the end of this document.
Security Management Operations
Self Installed Security Patches
Motorola maintains a dedicated vetting lab for each supported ASTRO 25 release for the
purpose of pre-testing security updates. In some cases, when appropriate, Motorola will
make the updates available to outside vendors, allow them to test, and then incorporate
those results into this offering. Once tested, Motorola posts the updates to a secured
extranet website and sends an email notification to the customer. If there are any
recommended configuration changes, warnings, or workarounds, Motorola will provide
detailed documentation along with the updates on the website.
MyView Portal
MyView Portal is a web-based platform that provides a transparent, single source view of
network maintenance and operations along with historical system and service delivery
information. It can be accessed from a desktop, laptop or tablet web browser.
Technical Support: View Incident status details to compare them to committed response
times.
Network Hardware Repair: Track return material authorizations (RMAs) shipped to our
repair depot and eliminate the need to call for status updates.
Security Patching: Download pre-tested security updates to ensure the network is protected.
Trending Reports: Access up to 13 months of historical data and system activity to analyze
Incident management.
Asset and Contract Information: View all the assets purchased for the network, recent
orders, and contract information.
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SECTION 4
PRICING SUMMARY
p II II ISPATCH SYSTEM
Motorola's pricing is based on the equipment list and services defined in this proposal.
Description Pricing
Equipment List Price $349,488
Equipment HGAC Discount ($58,176)
Equipment HGAC Discounted Price $291,312
Implementation Services—Design Review,Staging,Cutover Development $415,898
Equipment Freight Installation,Cutover,Functional Testing and Documentation
Grand Total $707,210
System Discount ($169,210)
Grand Total with System Discount $538,000
Note: Applicable federal, state, and local taxes are not included.
4.2 MAINTENANCEII
The below table includes pricing for Maintenance Services that can be purchased after
Warranty (Year 1). Pricing includes the same services as outlined for the Warranty period.
Year 2 Year 3 Year 4 Year 5 Year 6
Maintenance Services for System $14,142 $14,849 $15,592 $17,671 $ 18,554
Essential Services Package
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Except for a payment that is due on the Effective Date, Customer will make payments to
Motorola within thirty (30) days after the date of each invoice. Customer will make payments
when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial
institution and in accordance with the following milestones.
1. 25% of the Contract Price due upon contract execution (due upon effective date);
2. 60% of the Contract Price due upon shipment of equipment from Staging;
3. 10% of the Contract Price due upon installation of equipment; and
4. 5% of the Contract Price due upon Final Acceptance.
Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum,
unless such rate exceeds the maximum allowed by law, in which case it will be reduced to
the maximum allowable rate. Motorola reserves the right to make partial shipments of
equipment and to request payment upon shipment of such equipment. In addition, Motorola
reserves the right to invoice for installations or civil work completed on a site-by-site basis,
when applicable.
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SECTION 5
CONTRACTUAL DOCUMENTATION
Communications System and Services Agreement
Motorola Solutions, Inc. ("Motorola") and ("Customer")
enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System
and Services, as described below. Motorola and Customer may be referred to individually as a "Party"
and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows:
WHEREAS, Customer desires to purchase from Motorola and Motorola desires to sell to Customer a
Communications System; and
WHEREAS, Houston-Galveston Area Council ("H-GAC"), acting as the agent for various local
governmental entities who are "End Users" under interlocal agreements (including Customer) has
solicited proposals for radio communications equipment and conducted discussions with Motorola
concerning its proposal and, where applicable, in accordance with the competitive procurement
procedures of Texas law; and
WHEREAS, on July 25, 2018, H-GAC and Motorola entered into a contract (the "Contract"), which
provides that End Users may purchase radio communications equipment from Motorola pursuant to
certain terms contained therein; and
WHEREAS, pursuant to Article 2 of the Contract Special Provisions, Motorola and Customer now wish
to enter into this Communications System Agreement to delineate the specific terms of the purchase of
radio communications equipment from Motorola by Customer.
For good and valuable consideration, the Parties agree as follows:
Section 1 ATTACHMENTS
1.1. EXHIBITS. The Exhibits listed below are exhibits related to the System sale and
implementation. These Exhibits are incorporated into and made a part of this Agreement.
Exhibit A "Motorola Software License Agreement"
Exhibit B "Payment"
Exhibit C Technical and Implementation Documents
C-1 "System Description" dated
C-2 "Pricing Summary & Equipment List" dated
C-3 "Implementation Statement of Work" dated
C-4 "Acceptance Test Plan" or "ATP" dated
C-5 "Performance Schedule" dated
Exhibit D "System Acceptance Certificate"
Exhibit E Cooperative Purchasing Program of Houston-Galveston Area Council of Governments
("HGAC") and Motorola's master agreement with HGAC, executed July 25, 2018, and
identified as Contract No. RA-05-15
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1.2. ADDENDUM (ADDENDA). Customer may elect to purchase professional or subscription
services in addition to the System and related services. Any such services will be governed by the
terms in the main body of the Agreement and an applicable Addendum containing terms specific to
such service. Such Addenda will be labeled with the name of the service being purchased.
1.3 ORDER OF PRECEDENCE. In interpreting this Agreement and resolving any ambiguities: 1)
the main body of this Agreement takes precedence over the exhibits (unless otherwise specified in an
exhibit), and any inconsistency between Exhibits A through E will be resolved in their listed order, and
2) The applicable service Addendum will take precedence over the main body of the Agreement and
the Exhibits.
Section 2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
"Acceptance Tests" means those tests described in the Acceptance Test Plan.
"Addendum (Addenda)" is the title of the document(s) containing a specific set of terms and
conditions applicable to a particular service or other offering beyond the Communication System and
System implementation services. The terms in the Addendum are applicable only to the specific service
or offering described therein.
"Administrative User Credentials" means an account that has total access over the operating
system, files, end user accounts and passwords at either the System level or box level. Customer's
personnel with access to the Administrative User Credentials may be referred to as the Administrative
User.
"Beneficial Use" means when Customer first uses the System or a Subsystem for operational
purposes (excluding training or testing).
"Confidential Information" means all information consistent with the fulfillment of this Agreement that
is (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample
form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by
examination, testing or analysis of any hardware, software or any component part thereof provided by
discloser to recipient. The nature and existence of this Agreement are considered Confidential
Information. Confidential Information that is disclosed orally must be identified as confidential at the
time of disclosure and confirmed by the discloser by submitting a written document to the recipient
within thirty (30) days after such disclosure. The written document must contain a summary of the
Confidential Information disclosed with enough specificity for identification purpose and must be labeled
or marked as confidential or its equivalent.
"Contract Price" means the price for the System and implementation Services, excluding applicable
sales or similar taxes and freight charges. Further, unless otherwise stated in Exhibit B, "Payment" or
the pricing pages of the proposal, recurring fees for maintenance, SUA, or subscription services are
not included in the Contract Price.
"Deliverables" means all written information (such as reports, specifications, designs, plans, drawings,
analytics, Solution Data, or other technical or business information) that Motorola prepares for
Customer in the performance of the Services and is obligated to provide to Customer under this
Agreement. The Deliverables, if any, are more fully described in the Statement of Work.
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"Derivative Proprietary Materials" means derivatives of the Proprietary Materials that Motorola may
from time to time, including during the course of providing the Services, develop and/or use and/or to
which Motorola provides Customer access.
"Effective Date" means that date upon which the last Party executes this Agreement.
"Equipment" means the hardware components of the Solution that Customer purchases from
Motorola under this Agreement. Equipment that is part of the System is described in the Equipment
List.
"Feedback" means comments or information, in oral or written form, given to Motorola by Customer in
connection with or relating to Equipment or Services, during the term of this Agreement.
"Force Majeure" means an event, circumstance, or act that is beyond a Party's reasonable control,
such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor
disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war,
riots, or any other similar cause.
"Motorola Software" means software that Motorola or its affiliated companies owns.
"Non-Motorola Software" means software that a party other than Motorola or its affiliated companies
owns.
"Open Source Software" (also called "freeware" or "shareware") means software with either freely
obtainable source code, license for modification, or permission for free distribution.
"Proprietary Materials" means certain software tools and/or other technical materials, including, but
not limited to, data, modules, components, designs, utilities, subsets, objects, program listings, models,
methodologies, programs, systems, analysis frameworks, leading practices and specifications which
Motorola has developed prior to, or independently from, the provision of the Services and/or which
Motorola licenses from third parties.
"Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets,
trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the
Equipment and Software, including those created or produced by Motorola under this Agreement and
any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the
Software whether made by Motorola or another party.
"Services" means system implementation, maintenance, support, subscription, or other professional
services provided under this Agreement, which may be further described in the applicable Addendum
and/or SOW.
"Software" (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola;
and (iii) may contain one or more items of software owned by a third party supplier. The term
"Software" does not include any third party software provided under separate license or third party
software not licensable under the terms of this Agreement.
"Software License Agreement" means the Motorola Software License Agreement (Exhibit A).
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"Software Support Policy" ("SwSP") means the policy set forth at
http://www.motorolasolutions.com/softwarepolicy describing the specific technical support that will be
provided to Customers under the Warranty Period and during any paid maintenance support period for
Motorola Software. This policy may be modified from time to time at Motorola's discretion.
"Solution" means the combination of the System(s) and Services provided by Motorola under this
Agreement.
"Solution Data" means Customer data that is transformed, altered, processed, aggregated, correlated
or operated on by Motorola, its vendors or other data sources and data that has been manipulated or
retrieved using Motorola know-how to produce value-added content to data consumers, including
customers or citizens which is made available to Customer with the Solution and Services.
"Specifications" means the functionality and performance requirements that are described in the
Technical and Implementation Documents.
"SUA" or"SUA II" means Motorola's Software Upgrade Agreement program.
"Subsystem" means a major part of the System that performs specific functions or operations.
Subsystems are described in the Technical and Implementation Documents.
"System" means the Equipment, including incidental hardware and materials, Software, and design,
installation and implementation services that are combined together into an integrated system; the
System(s) is (are) described in the Technical and Implementation Documents.
"System Acceptance" means the Acceptance Tests have been successfully completed.
"System Data" means data created by, in connection with or in relation to Equipment or the
performance of Services under this Agreement.
"Warranty Period" for System Hardware, Software, or services related to system implementation
means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first.
Unless otherwise stated in the applicable Addendum, Warranty Period for other Services means ninety
(90) days from performance of the Service.
Section 3 SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the System(s), and perform its other
contractual responsibilities to provide the Solution, all in accordance with this Agreement. Customer
will perform its contractual responsibilities in accordance with this Agreement.
3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this
Agreement. If a requested change causes an increase or decrease in the cost or time required to
perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price or
applicable subscription fees, Performance Schedule, or both, and will reflect the adjustment in a
change order or Addendum. Neither Party is obligated to perform requested changes unless both
Parties execute a written change order.
3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended
by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and
continues until the date of Final Project Acceptance or expiration of the Warranty Period, or completion
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of the Services, whichever occurs last. The term and the effective date of recurring Services will be set
forth in the applicable Addendum.
3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the expiration date of
the Agreement, Customer may order additional Equipment or Software, if it is then available. Each
purchase order must refer to this Agreement, the expiration date of the Agreement, and must specify
the pricing and delivery terms. The Parties agree that, notwithstanding expiration of the Agreement, the
applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to
Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the
additional Equipment or Software. Additional or contrary terms in the purchase order will be
inapplicable, unless signed by both parties. Title and risk of loss to additional Equipment will pass at
shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the
invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or
Software is licensed. Alternatively, Customer may register with and place orders through Motorola
Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions
rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information
may be found at httj7s://businessonline.motorolasolutions.com and the MOL telephone number is (800)
814-0601.
3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed
to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and
agrees to abide by all of the terms and restrictions of the Software License Agreement.
3.6. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in
accordance with the standard license, terms, and restrictions of the copyright owner on the Effective
Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola
Software pursuant to the Software License Agreement, in which case it applies and the copyright owner
will have all of Licensor's rights and protections under the Software License Agreement. Motorola
makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola
Software may include Open Source Software.
3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment,
Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications
and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change
order.
3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options"
exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit.
During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one
(1) year after the Effective Date), Customer has the right and option to purchase the equipment,
software, and related services that are described in the Priced Options exhibit. Customer may exercise
this option by giving written notice to Seller which must designate what equipment, software, and
related services Customer is selecting (including quantities, if applicable). To the extent they apply, the
terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge
that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly
after Customer delivers the option exercise notice. Examples of provisions that may need to be
negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and
implementation schedules, payment terms, maintenance and support provisions, additions to or
modifications of the Software License Agreement, hosting terms, and modifications to the acceptance
and warranty provisions.
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Section 4 SERVICES
4.1. If Customer desires and Motorola agrees to continue Services beyond the Term, Customer's
issuance and Motorola's acceptance of a purchase order for Services will serve as an automatic
extension of the Agreement for purposes of the continuing Services. Only the terms and conditions
applicable to the performance of Services will apply to the extended Agreement.
4.2. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance
Services for the Equipment and support for the Motorola Software pursuant to the applicable
maintenance and support Statements of Work. Support for the Motorola Software will be in accordance
with Motorola's established Software Support Policy. Copies of the SwSP can be found at
http://www.motorolasolutions.com/softwarepglicy and will be sent by mail, email or fax to Customer
upon written request. Maintenance Services and support during the Warranty Period are included in the
Contract Price. Unless already included in the Contract Price, if Customer wishes to purchase 1)
additional maintenance or software support services during the Warranty Period; or 2) continue or
expand maintenance, software support, installation, and/or SUA services after the Warranty Period,
Motorola will provide the description of and pricing for such services in a separate proposal document.
Unless otherwise agreed by the parties in writing, the terms and conditions in this Agreement applicable
to maintenance, support, installation, and/or SUA Services, will be included in the Maintenance and
Support Addendum, SUA Addendum, the applicable Statements of Work, and the proposal, (if
applicable). These collective terms will govern the provision of such Services.
To obtain any such additional Services, Customer will issue a purchase order referring to this
Agreement and the separate proposal document. Omission of reference to this Agreement in
Customer's purchase order will not affect the applicability of this Agreement. Motorola's proposal may
include a cover page entitled "Service Agreement" or "Installation Agreement", as applicable, and other
attachments. These cover pages and other attachments are incorporated into this Agreement by this
reference
4.3. PROFESSIONAL AND SUBSCRIPTION SERVICES. If Customer purchases professional or
subscription Services as part of the Solution, additional or different terms specific to such Service will
be included in the applicable Addendum and will apply to those Services. Customer may purchase
additional professional or subscription services by issuing a purchase order referencing this Agreement
and Motorola's proposal for such additional services.
4.4. Any information in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer in providing Services under this Agreement or Motorola data viewed,
accessed, will remain Motorola's property, will be deemed proprietary, Confidential Information. This
Confidential Information will be promptly returned at Motorola's request.
4.5. TOOLS. All tools, equipment, dies, gauges, models, drawings or other materials paid for or
furnished by Motorola for the purpose of providing Services under this Agreement will be and remain
the sole property of Motorola. Customer will safeguard all such property while it is in Customer's
custody or control, be liable for any loss or damage to this property, and return it to Motorola upon
request. This property will be held by Customer for Motorola's use without charge and may be
removed from Customer's premises by Motorola at any time without restriction. Upon termination of the
contract for any reason, Customer shall return to Motorola all equipment delivered to Customer.
4.6. COVENANT NOT TO EMPLOY. During the term of this Agreement and continuing for a period
of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or
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recommend employment to any third party of any employee of Motorola or its subcontractors without
the prior written authorization of Motorola. This provision applies only to those employees of Motorola
or its subcontractors who are responsible for rendering Services under this Agreement. If this provision
is found to be overly broad under applicable law, it will be modified as necessary to conform to
applicable law.
4.7. CUSTOMER OBLIGATIONS. If the applicable Statement of Work or Addendum contains
assumptions that affect the Services or Deliverables, Customer will verify that they are accurate and
complete. Any information that Customer provides to Motorola concerning the Services or Deliverables
will be accurate and complete in all material respects. Customer will make timely decisions and obtain
any required management approvals that are reasonably necessary for Motorola to perform the
Services and its other duties under this Agreement. Unless the Statement of Work states the contrary,
Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice
concerning any assumptions and Customer-provided information, decisions and approvals described in
this paragraph.
4.8. ASSUMPTIONS. If any assumptions or conditions contained in this Agreement, applicable
Addenda or Statements of Work prove to be incorrect or if Customer's obligations are not performed,
Motorola's ability to perform under this Agreement may be impacted and changes to the Contract Price,
subscription fees, project schedule, Deliverables, or other changes may be necessary.
4.9. NON-PRECLUSION. If, as a result of the Services performed under this Agreement, Motorola
recommends that Customer purchase products or other services, nothing in this Agreement precludes
Motorola from participating in a future competitive bidding process or otherwise offering or selling the
recommended products or other services to Customer. Customer represents that this paragraph does
not violate its procurement or other laws, regulations, or policies.
4.10. PROPRIETARY MATERIALS. Customer acknowledges that Motorola may use and/or provide
Customer with access to Proprietary Materials and Derivative Proprietary Materials. The Proprietary
Materials and the Derivative Proprietary Materials are the sole and exclusive property of Motorola and
Motorola retains all right, title and interest in and to the Proprietary Materials and Derivative Proprietary
Materials.
4.11. ADDITIONAL SERVICES. Any services performed by Motorola outside the scope of this
Agreement at the direction of Customer will be considered to be additional Services which are subject
to additional charges. Any agreement to perform additional Services will be reflected in a written and
executed change order, Addendum or amendment to this Agreement.
Section 5 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section 6 CONTRACT PRICE, PAYMENT AND INVOICING
6.1. Customer affirms that a purchase order or notice to proceed is not required for contract
performance or for subsequent years of service, if any, and that sufficient funds have been
appropriated in accordance with applicable law. The Customer will pay all invoices as received from
Motorola and any changes in scope will be subject to the change order process as described in this
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Agreement. At the time of execution of this Agreement, the Customer will provide all necessary
reference information to include on invoices for payment in accordance with this Agreement.
6.2. CONTRACT PRICE. The Contract Price in U.S. dollars is $
which includes the H-GAC administration fee. If applicable, a pricing summary is included with the
Payment schedule in Exhibit B. Motorola has priced the Services, Software, and Equipment as an
integrated System. A change in Software or Equipment quantities, or Services, may affect the overall
Contract Price, including discounts if applicable. Fees for professional, SUA, and/or subscription
services which are not included in the Contract Price may be listed in Exhibit B, the pricing pages of the
proposal, or the applicable Addendum.
6.3. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the
Payment schedule in Exhibit B. Except for a payment that is due on the Effective Date, Customer will
make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make
payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial
institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the
Federal Tax Identification Number for Motorola is 36-1115800.
6.4. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the
invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software
will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with
good commercial practices.
6.5. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the
following address:
Name:
Address:
Phone:
Email:
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Name:
Address:
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
Name:
Address:
Phone:
Customer may change this information by giving written notice to Motorola.
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Section 7 SITES AND SITE CONDITIONS
7.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement,
Customer will provide a designated project manager; all necessary construction and building permits,
zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and
mounting locations; and access to the worksites or vehicles identified in the Technical and
Implementation Documents as reasonably requested by Motorola so that it may perform its duties in
accordance with the Performance Schedule and Statement of Work. If the Statement of Work so
indicates, Motorola may assist Customer in the local building permit process.
7.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure,
and in compliance with all applicable industry and OSHA standards. To the extent applicable and
unless the Statement of Work states to the contrary, Customer will ensure that these work sites have
adequate: physical space; air conditioning and other environmental conditions; adequate and
appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone
or other communication lines (including modem access and adequate interfacing networking
capabilities), all for the installation, use and maintenance of the System. Before installing the
Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any
apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is
predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on
the Effective Date.
7.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and
Implementation Documents are no longer available or desired, or if subsurface, structural, adverse
environmental or latent conditions at any site differ from those indicated in the Technical and
Implementation Documents, the Parties will promptly investigate the conditions and will select
replacement sites or adjust the installation plans and specifications as necessary. If change in sites or
adjustment to the installation plans and specifications causes a change in the cost or time to perform,
the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order.
Section 8 TRAINING
Any training to be provided by Motorola to Customer will be described in the applicable Statement of
Work. Customer will notify Motorola immediately if a date change for a scheduled training program is
required. If Motorola incurs additional costs because Customer reschedules a training program less
than thirty (30) days before its scheduled start date, Motorola may recover these additional costs.
Section 9 SYSTEM ACCEPTANCE
9.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least
ten (10) days notice before the Acceptance Tests commence. System testing will occur only in
accordance with the Acceptance Test Plan.
9.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the
Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly
executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for
individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will
occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the
Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer
believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a
written notice that includes the specific details of the failure. If Customer does not provide to Motorola a
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failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will
be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or
variances in the System that do not materially impair the operation of the System as a whole will not
postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually
agreed schedule.
9.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its
implementation and testing responsibilities may be impeded if Customer begins using the System
before System Acceptance. Therefore, Customer will not commence Beneficial Use before System
Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld.
Motorola is not responsible for System performance deficiencies that occur during unauthorized
Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use
and operation of the System.
9.4. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance
when all deliverables and other work have been completed. When Final Project Acceptance occurs,
the parties will promptly memorialize this final event by so indicating on the System Acceptance
Certificate.
Section 10 REPRESENTATIONS AND WARRANTIES
10.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance
with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever
occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System
performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is
attached to or used in connection with the System or for reasons or parties beyond Motorola's control,
such as natural causes; the construction of a building that adversely affects the microwave path
reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF
interference or intermodulation; or Customer changes to load usage or configuration outside the
Specifications.
10.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment
under normal use and service will be free from material defects in materials and workmanship. If
System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or
causes beyond Motorola's control, this warranty expires eighteen (18) months after the shipment of the
Equipment.
10.3. SOFTWARE WARRANTY. Except as described in the SwSP and unless otherwise stated in
the Software License Agreement, during the Warranty Period, Motorola warrants the Software in
accordance with the warranty terms set forth in the Software License Agreement and the provisions of
this Section that are applicable to the Software. If System Acceptance is delayed beyond six (6)
months after shipment of the Motorola Software by events or causes beyond Motorola's control, this
warranty expires eighteen (18) months after the shipment of the Motorola Software. Nothing in this
Warranty provision is intended to conflict or modify the Software Support Policy. In the event of
an ambiguity or conflict between the Software Warranty and Software Support Policy, the
Software Support Policy governs.
10.4. EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES. These warranties do not
apply to: (i) defects or damage resulting from: use of the Equipment or Software in other than its
normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing,
maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or
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authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA
standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or
workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries
(because they carry their own separate limited warranty) or consumables; (v) freight costs to ship
Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that
does not affect the operation of the Equipment; and (vii) normal or customary wear and tear.
10.5. SERVICE WARRANTY. During the Warranty Period, Motorola warrants that the Services will
be provided in a good and workmanlike manner and will conform in all material respects to the
applicable Statement of Work. Services will be free of defects in materials and workmanship for a
period of ninety (90) days from the date the performance of the Services are completed. Customer
acknowledges that the Deliverables may contain recommendations, suggestions or advice from
Motorola to Customer (collectively, "recommendations"). Motorola makes no warranties concerning
those recommendations, and Customer alone accepts responsibility for choosing whether and how to
implement the recommendations and the results to be realized from implementing them.
10.6. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of
the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will
investigate the warranty claim. If this investigation confirms a valid Equipment or Software warranty
claim, Motorola will (at its option and at no additional charge to Customer) repair the defective
Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of
the defective Equipment or Motorola Software. These actions will be the full extent of Motorola's
liability for the warranty claim. In the event of a valid Services warranty claim, Customer's sole remedy
is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the
fees paid for the non-conforming Service. If this investigation indicates the warranty claim is not valid,
then Motorola may invoice Customer for responding to the claim on a time and materials basis using
Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the
original applicable warranty period. All replaced products or parts will become the property of Motorola.
10.7. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System or Services for commercial, industrial, or
governmental use only, and are not assignable or transferable.
10.8. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS
AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 11 DELAYS
11.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance
if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly
delay performance will notify the other Party promptly (but in no event later than fifteen days) after it
discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to
extend the Performance Schedule or applicable Addenda for a time period that is reasonable under the
circumstances.
11.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its
other contractors) delays the Performance Schedule, it will make the promised payments according to
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the Payment schedule as if no delay occurred; and the Parties will execute a change order to extend
the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred
because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for
additional freight, warehousing and handling of Equipment; extension of the warranties; travel;
suspending and re-mobilizing the work; additional engineering, project management, and standby time
calculated at then current rates; and preparing and implementing an alternative implementation plan.
Section 12 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a
"Dispute").
12.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the
laws of the State in which the System is installed.
12.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice
of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good
faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle
the Dispute and who are at a higher level of management than the persons with direct responsibility for
the matter and 2) direct communication between the executives. If the Dispute has not been resolved
within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation.
12.3. MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a
notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold
consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party
may request that American Arbitration Association nominate a mediator. Each Party will bear its own
costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will
participate in the mediation in good faith and will be represented at the mediation by a business
executive with authority to settle the Dispute.
12.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days
after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of
competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to
submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or
in connection with this Agreement.
12.5. CONFIDENTIALITY. All communications pursuant to subsections 12.2 and 12.3 will be treated
as compromise and settlement negotiations for purposes of applicable rules of evidence and any
additional confidentiality protections provided by applicable law. The use of these Dispute resolution
procedures will not be construed under the doctrines of (aches, waiver or estoppel to affect adversely
the rights of either Party.
Section 13 DEFAULT AND TERMINATION
13.1. DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this
Agreement, the other Party may consider the non-performing Party to be in default (unless a Force
Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written
and detailed notice of default. Except for a default by Customer for failing to pay any amount when due
under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days
after receipt of the notice of default to either cure the default or, if the default is not curable within thirty
(30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan
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immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.
13.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section
13.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion
of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the
non-defaulting Party any of its Confidential Information. If Customer is the non-defaulting Party,
terminates this Agreement as permitted by this Section, and completes the System through a third
Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to
complete the System to a capability not exceeding that specified in this Agreement less the unpaid
portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed
invoices substantiating the charges. In the event Customer elects to terminate this Agreement for any
reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software
delivered and all services performed.
Section 14 INDEMNIFICATION
14.1. GENERAL INDEMNITY BY Motorola. Motorola will indemnify and hold Customer harmless
from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
or direct damage to tangible property which may accrue against Customer to the extent it is caused by
the negligence of Motorola, its subcontractors, or their employees or agents, while performing their
duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit.
Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This Section
sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any
way related to Motorola's performance under this Agreement.
14.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless
from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death,
or direct damage to tangible property which may accrue against Motorola to the extent it is caused by
the negligence of Customer, its other contractors, or their employees or agents, while performing their
duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit.
Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This Section
sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any
way related to Customer's performance under this Agreement.
14.3. PATENT AND COPYRIGHT INFRINGEMENT.
14.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based
on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software
("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim").
Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola
in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all
negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if
requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to
Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages
finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or
agreed to, in writing, by Motorola in settlement of an Infringement Claim.
14.3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its
option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b)
replace or modify the Motorola Product so that it becomes non-infringing while providing functionally
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equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit
for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon generally accepted accounting standards.
14.3.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon:
(a) the combination of the Motorola Product with any software, apparatus or device not furnished by
Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached
to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in
accordance with Customer's designs, specifications, guidelines or instructions, if the alleged
infringement would not have occurred without such designs, specifications, guidelines or instructions;
(d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola
Product in a manner for which the Motorola Product was not designed or that is inconsistent with the
terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the
Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's
liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a
per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based
upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola
Product.
14.3.4. This Section 14 provides Customer's sole and exclusive remedies and Motorola's entire liability
in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation
to provide any other or further remedies, whether under another provision of this Agreement or any
other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and
remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section
15.
Section 15 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages
recoverable under law, but not to exceed the price of the Equipment, Software, or implementation and
other one-time Services with respect to which losses or damages are claimed. With respect to all
subscription or other ongoing Services and unless as otherwise provided under the applicable
Addenda, Motorola's total liability will be limited to the direct damages recoverable under law, but not to
exceed the price of twelve (12) months of Services preceding the incident giving rise to the claim.
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,
THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS,
INCONVENIENCE, LOSS OF USE, LOSS TIME, DATA, GOODWILL, REVENUES, PROFITS OR
SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN
ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or
termination of the Agreement and applies notwithstanding any contrary provision. No action for
contract breach or otherwise relating to the transactions contemplated by this Agreement may be
brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account.
Section 16 CONFIDENTIALITY AND PROPRIETARY RIGHTS
16.1. CONFIDENTIAL INFORMATION.
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16.1.1. Each party is a disclosing party ("Discloser") and a receiving party ("Recipient") under this
Agreement. All Deliverables will be deemed to be Motorola's Confidential Information. During the term
of this Agreement and for a period of three (3) years from the expiration or termination of this
Agreement, Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict
disclosure of Confidential Information to only those employees (including, but not limited to, employees
of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same
parent company), agents or consultants who must be directly involved with the Confidential Information
for the purpose and who are bound by confidentiality terms substantially similar to those in this
Agreement; (iii) not copy, reproduce, reverse engineer, decompile, or disassemble any Confidential
Information; (iv) use the same degree of care as for its own information of like importance, but at least
use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify
Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take
reasonable steps to regain possession of the Confidential Information and prevent further unauthorized
actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to
fulfill this Agreement.
16.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient
can demonstrate by documentation (i) is now available or becomes available to the public without
breach of this agreement; (ii) is explicitly approved for release by written authorization of Discloser; (iii)
is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the
Recipient prior to such disclosure; or (v) is independently developed by Recipient without the use of any
of Discloser's Confidential Information or any breach of this Agreement.
16.1.3.All Confidential Information remains the property of the Discloser and will not be copied or
reproduced without the express written permission of the Discloser, except for copies that are
absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of Discloser's
written request, Recipient will return all Confidential Information to Discloser along with all copies and
portions thereof, or certify in writing that all such Confidential Information has been destroyed.
However, Recipient may retain one (1) archival copy of the Confidential Information that it may use only
in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential
Information is granted other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential
Information it discloses pursuant to this Agreement.
16.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party
manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain
all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement
is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or
prepared by Motorola in connection with providing to Customer the Equipment, Software, or related
services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any
shared development rights of intellectual property. Except as explicitly provided in the Software
License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or
otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify,
disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer,
derive source code or create derivative works from, adapt, translate, merge with other software,
reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to
do so. The preceding sentence does not apply to Open Source Software which is governed by the
standard license of the copyright owner.
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16.3 VOLUNTARY DISCLOSURE. Except as required to fulfill its obligations under this Agreement,
Motorola will have no obligation to provide Customer with access to its Confidential Information and/or
proprietary information. Under no circumstances will Motorola be required to provide any data related
to cost and pricing.
16.4 DATA AND FEEDBACK.
16.4.1 To the extent permitted by law, Customer owns all right, title and interest in System Data
created solely by it or its agents (hereafter, "Customer Data"), and grants to Motorola the right to use,
host, cache, store, reproduce, copy, modify, combine, analyze, create derivatives from, communicate,
transmit, publish, display, and distribute such Customer Data.
16.4.2 Motorola owns all right, title and interest in data resulting from System Data that is or has been
transformed, altered, processed, aggregated, correlated or operated on (hereafter, "Derivative Data").
16.4.3 Any Feedback given by Customer is and will be entirely voluntary and, even if designated as
confidential, will not create any confidentiality obligation for Motorola. Motorola will be free to use,
reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer.
Customer acknowledges that Motorola's receipt of the Feedback does not imply or create recognition
by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes,
modifications and improvements made to Motorola products or services conceived of or made by
Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of
Motorola and all right, title and interest in and to such fixes, modifications or improvements to the
Motorola product or service will vest solely in Motorola.
Section 17 GENERAL
17.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other
taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If
Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and
Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty
(30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment
for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its
income or net worth.
17.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may
assign this Agreement or any of its rights or obligations hereunder without the prior written consent of
the other Party, which consent will not be unreasonably withheld. Any attempted assignment,
delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing,
Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the
prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses
(each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or
otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other
Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit
the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)
following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not
relieve Motorola of its duties under this Agreement.
17.3. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will
not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver of a right or power will not be construed as
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either a future or continuing waiver of that same right or power, or the waiver of any other right or
power.
17.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid
or unenforceable, that part will be severed and the remainder of this Agreement will continue in full
force and effect.
17.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as
an independent contractor. The Parties and their personnel will not be considered to be employees or
agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the
right or authority to make commitments of any kind for the other. This Agreement will not constitute,
create, or be interpreted as a joint venture, partnership or formal business organization of any kind.
17.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted
in accordance with its terms and conditions and not for or against either Party.
17.7. NOTICES. Notices required under this Agreement to be given by one Party to the other must
be in writing and either personally delivered or sent to the address provided by the other Party by
certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as
Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective
upon receipt.
17.8. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal,
state, and local laws, regulations and rules concerning the performance of this Agreement or use of the
System. Customer will obtain and comply with all Federal Communications Commission ("FCC')
licenses and authorizations required for the installation, operation and use of the System before the
scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of
its FCC license applications, neither Motorola nor any of its employees is an agent or representative of
Customer in FCC or other matters.
17.9 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an
evolving technological area and therefore, laws and regulations regarding Services and use of Solution
may change. Changes to existing Services or the Solution required to achieve regulatory compliance
may be available for an additional fee. Any required changes may also impact the price for Services.
17.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all
necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties
under this Agreement; the person executing this Agreement on its behalf has the authority to do so;
upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract,
enforceable in accordance with its terms; and the execution, delivery, and performance of this
Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the
Party.
17.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. If applicable to the type of System purchased
by Customer, Motorola will provide Customer with Administrative User Credentials. Customer agrees
to only grant access to the Administrative User Credentials to those personnel with the training and
experience to correctly use them. Customer is responsible for protecting Administrative User
Credentials from disclosure and maintaining Credential validity by, among other things, updating
passwords when required. Customer may be asked to provide valid Administrative User Credentials
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when in contact with Motorola System support personnel. Customer understands that changes made
as the Administrative User can significantly impact the performance of the System. Customer agrees
that it will be solely responsible for any negative impact on the System or its users by any such
changes. System issues occurring as a result of changes made using the Administrative User
Credentials may impact Motorola's ability to perform Services or other obligations under the
Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the
Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any
issues caused by or arising out of the use of or failure to maintain Administrative User Credentials,
Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis
for resolving the issue.
17.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of
this Agreement for any reason: Section 3.5 (Motorola Software); Section 3.6 (Non-Motorola Software);
if any payment obligations exist, Sections 6.2 and 6.3 (Contract Price and Invoicing and Payment);
Subsection 10.8 (Disclaimer of Implied Warranties); Section 12 (Disputes); Section 15 (Limitation of
Liability); and Section 16 (Confidentiality and Proprietary Rights); and all of the General provisions in
Section 17.
17.13. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire
agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous
agreements, proposals, and understandings, whether written or oral, relating to this subject matter.
This Agreement may be executed in multiple counterparts, and shall have the same legal force and
effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by
electronic signature, including by email. An electronic signature, or a facsimile copy or computer
image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same effect
as an original signature. In addition, an electronic signature, a true and correct facsimile copy or
computer image of this Agreement shall be treated as and shall have the same effect as an original
signed copy of this document. This Agreement may be amended or modified only by a written
instrument signed by authorized representatives of both Parties. The preprinted terms and conditions
found on any Customer purchase or purchase order, acknowledgment or other form will not be
considered an amendment or modification of this Agreement, even if a representative of each Party
signs that document.
The Parties hereby enter into this Agreement as of the Effective Date.
Motorola Solutions, Inc. Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
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Exhibit A
MOTOROLA SOFTWARE LICENSE AGREEMENT
This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions,
Inc., ("Motorola"), and ("Licensee").
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with which or for
which the Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the
system damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations,
de-compilations, disassemblies, emulations, or derivative works of such software; (ii) means any
modifications, enhancements, new versions and new releases of the software provided by Motorola;
and (iii) may contain one or more items of software owned by a third party supplier. The term
"Software" does not include any third party software provided under separate license or third party
software not licensable under the terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary software or products containing embedded or pre-loaded proprietary software, or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the proprietary software and affiliated documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees,
Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and
non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the
Primary Agreement) embodied in the Software to use the Software, in object code form, and the
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Documentation solely in connection with Licensee's use of the Designated Products. This Agreement
does not grant any rights to source code.
3.2. If the Software licensed under this Agreement contains or is derived from Open Source
Software, the terms and conditions governing the use of such Open Source Software are in the Open
Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between
the terms and conditions of this Agreement and the terms and conditions of the Open Source Software
Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the
license grant of the applicable Open Source Software Licenses will take precedence over the license
grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts
to: (i) determine whether any Open Source Software is provided under this Agreement; and (ii) identify
the Open Source Software (or specify where that license may be found).
3.3 TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT
PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT
BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT
AGREEMENT SUPERSEDES THE SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF
EACH SUCH PRODUCT.
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without
limiting the general nature of these restrictions, Licensee will not make the Software available for use
by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any
other similar commercial rental or sharing arrangement.
4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer,
disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion
to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software
or Documentation to any third party, grant any sublicense or other rights in the Software or
Documentation to any third party, or take any action that would cause the Software or Documentation
to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or
other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the
Software or Documentation available to, or permit the use of the Software by any third party or on any
machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the
Software in a manner that would result in the production of a copy of the Software solely by activating a
machine containing the Software. Licensee may make one copy of Software to be used solely for
archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of
the Software at the same time as the original Software is being operated. Licensee may make as many
copies of the Documentation as it may reasonably require for the internal use of the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or
allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated
Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one
other device. Licensee may temporarily transfer Software installed on a Designated Product to another
device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to
Motorola of the temporary transfer and identifies the device on which the Software is transferred.
Temporary transfer of the Software to another device must be discontinued when the original
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Designated Product is returned to operation and the Software must be removed from the other device.
Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.
4.4 Licensee will maintain, during the term of this Agreement and for a period of two years
thereafter, accurate records relating to this license grant to verify compliance with this Agreement.
Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records,
upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to
Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses
and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict
confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's
compliance with the terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the
Software and Documentation, including, but not limited to, all rights in patents, patent applications,
inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or
relating to the Software and Documentation (including any corrections, bug fixes, enhancements,
updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or
derivative works from the Software or Documentation, whether made by Motorola or another party, or
any improvements that result from Motorola's processes or, provision of information services). No
rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for
those rights which are expressly granted to Licensee in this Agreement. All intellectual property
developed, originated, or prepared by Motorola in connection with providing the Software, Designated
Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will
not have any shared development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. Unless otherwise stated in the Primary Agreement, the commencement date and the term of the
Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the
"Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola
warrants that the unmodified Software, when used properly and in accordance with the Documentation
and this Agreement, will be free from a reproducible defect that eliminates the functionality or
successful operation of a feature critical to the primary functionality or successful operation of the
Software. Whether a defect occurs will be determined by Motorola solely with reference to the
Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated
Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the
Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no
representations or warranties with respect to any third party software included in the Software.
Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow
through to Licensee for third party software provided by Motorola.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts
will involve either replacing the media or attempting to correct significant, demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a
reasonable time, then at Motorola's option, Motorola will replace the defective Software with
functionally-equivalent Software, license to Licensee substitute Software which will accomplish the
same objective, or terminate the license and refund the Licensee's paid license fee.
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6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and
all other warranties (express or implied, oral or written) with respect to the Software or Documentation,
including, without limitation, any and all implied warranties of condition, title, non-infringement,
merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows,
has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether
arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola
disclaims any warranty to any person other than Licensee with respect to the Software or
Documentation.
Section 7 TRANSFERS
Licensee will not transfer the Software or Documentation to any third party without Motorola's prior
written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon
transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the
Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola
radio products to a third party, Licensee may assign its right to use the Software (other than CPS and
Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products
and the related Documentation; provided that Licensee transfers all copies of the Software and
Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided
by Motorola upon request, obligating the transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement
is signed by both parties and will continue for the life of the Designated Products with which or for which
the Software and Documentation have been provided by Motorola, unless Licensee breaches this
Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation
may be terminated immediately upon notice by Motorola.
8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products
and that all copies of the Software and Documentation have been returned to Motorola or destroyed by
Licensee and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee's
breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would
be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be
entitled to all available remedies at law or in equity (including immediate injunctive relief and
repossession of all non-embedded Software and associated Documentation unless Licensee is a
Federal agency of the United States Government).
Section 9 Commercial Computer Software
9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and
updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of
"commercial computer software" and "computer software documentation" as such terms are defined in
48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part
12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R.
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Part 252.227-7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and
other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation
and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items,
and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions
contained herein.
9.2 If Licensee is licensing Software for end use by the United States Government or a United
States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee
transfers all copies of such Software and Documentation to such United States Government entity or
interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate
end user an enforceable end user license agreement containing restrictions substantially identical to
the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any
transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any
Motorola software to any third party nor permit any party to do so.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary
and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary
Agreement concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any
trade secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action, requires an
export license or other governmental approval. Violation of this provision is a material breach of this
Agreement.
13.3 FUTURE REGULATORY REQUIREMENTS. The Parties acknowledge and agree that this is an
evolving technological area and therefore, laws and regulations regarding Services and use of Solution
may change. Changes to existing Services or the Solution required to achieve regulatory compliance
may be available for an additional fee. Any required changes may also impact the price for Services.
13.4. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to
or consent of Licensee.
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13.5. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is
shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of
Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on
Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer
Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA")
becomes applicable to a party's performance under this Agreement, UCITA does not govern any
aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or
obligations under this Agreement. The governing law will be that in effect prior to the applicability of
UCITA.
13.6. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the
foregoing, any licensor or supplier of third party software included in the Software will be a direct and
intended third party beneficiary of this Agreement.
13.7. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
13.8. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the
Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject
matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other
subject matter.
13.9. SECURITY. Motorola uses reasonable means in the design and writing of its own Software
and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola
will take the steps set forth in Section 6 of this Agreement.
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Exhibit B
PAYMENT
Except for a payment that is due on the Effective Date, Customer will make payments to Motorola
within thirty (30) days after the date of each invoice. Customer will make payments when due in the
form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. If Customer has
purchased additional Professional or Subscription services, payment will be in accordance with the
applicable addenda. Payment for the System purchase will be in accordance with the following
milestones.
System Purchase (excluding Subscribers, if applicable)
1. 25% of the Contract Price due upon contract execution (due upon effective date);
2. 60% of the Contract Price due upon shipment of equipment from Staging;
3. 10% of the Contract Price due upon installation of equipment; and
4. 5% of the Contract Price due upon Final Acceptance.
If Subscribers are purchased, 100% of the Subscriber Contract Price will be invoiced upon
shipment (as shipped).
Motorola shall make partial shipments of equipment and will request payment upon shipment of such
equipment. In addition, Motorola shall invoice for installations completed on a site-by-site basis or when
professional services are completed, when applicable. The value of the equipment shipped/services
performed will be determined by the value shipped/services performed as a percentage of the total
milestone value. Unless otherwise specified, contract discounts are based upon all items proposed and
overall system package. For invoicing purposes only, discounts will be applied proportionately to the
FNE and Subscriber equipment values to total contract price. Overdue invoices will bear simple
interest at the maximum allowable rate by state law.
For Lifecycle Support Plan and Subscription Based Services:
Motorola will invoice Customer annually in advance of each year of the plan.
The chart below outlines the hourly labor rates for Motorola System Integration resources to be used.
The staffing requirements shall be multiplied by the appropriate rate per resource in the table below.
The hourly labor rates are fully burdened. The hourly rates per resource type and level are listed in
Table 1.
Project 5yst-em Syst-emn Project
IL-evells Management ent Engineering lfechnobgist Ad rn ii ni[st rat[on,
4 2910.100 3100.100 0 280.100 2100.100
0
3 240].10]0 250.10],0] 240].107,0] 13,0.10],0]
2 2210.100 2210.10,0 2210.10,0 1710.10,0
1 1910.100 2110.100 2110.100 160.100
Nfltfl o lO 11 CH 11 a Il g(III RM S
These rates apply to ordinary days and times (Monday to Friday during the hours 8am to 5pm).
Additional surcharges may apply to work done outside these timeframes. The minimum charge for any
resource will be 4 hours. Travel expenses are not included in these rates and may be charged
separately. The qualifications of each type and level of resource are defined in the tables found at
Use or disclosure of this proposal is subject Seward PD MCC7500E Dispatch Console Migration
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5-30 Contractual Documentation 144 Motorola Solutions Confidential Restricted
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htt s://www.motorolasolutions.com/content/dam/msi/secure/services/labor-rates-exhibit-160408. df.
All Motorola System Integration personnel assigned to this project will be classified according these
levels. Project Administrative roles are varied and their specific duties and qualifications will be
determined by the complexity and requirements of each project.
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EXHIBIT D
System Acceptance Certificate
Customer Name:
Project Name:
This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and
Customer acknowledge that:
SECTION 6
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed.
2. The System is accepted.
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed all
other work required for Final Project Acceptance.
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
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MAINTENANCE AND SUPPORT ADDENDUM
This Addendum to the Communications System and Services Agreement or other previously executed
Agreement currently in force, as applicable ("Primary Agreement") provides additional or different terms
and conditions to govern the sale of Maintenance and Support services. The terms in this Addendum
are integral to and incorporated into the Primary Agreement signed by the Parties.
1. DEFINITIONS
All capitalized terms not otherwise defined herein shall have the same meaning as defined in the
Agreement.
2. SCOPE
Motorola will provide Maintenance and Support Services as further described in the applicable
Statement of Work, or attachment to Motorola's proposal for additional services.
3. TERMS AND CONDITIONS
The terms of the Primary Agreement combined with the terms of this Addendum will govern the
products and services offered pursuant to this Addendum. To the extent there is a conflict between the
terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this
Addendum takes precedence.
3.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for additional, continued,
or expanded maintenance and software support, during the Warranty Period or after the Warranty
Period, become binding only when accepted in writing by Motorola.
3.2 START DATE. The "Start Date" for Maintenance and Support Services will be indicated
in the proposal or a cover page entitled "Service Agreement".
3.3 AUTO RENEWAL. Unless the cover page or SOW specifically states a termination date
or one Party notifies the other in writing of its intention to discontinue the Services, this Agreement will
renew for an additional one (1) year term on every anniversary of the Start Date. At the anniversary
date, Motorola may adjust the price of the Services to reflect the renewal rate.
3.4 TERMINATION. Written notice of intent to terminate must be provided thirty (30) days or
more prior to the anniversary date. If Motorola provides Services after the termination or expiration of
this Addendum, the terms and conditions in effect at the time of the termination or expiration will apply
to those Services and Customer agrees to pay for those services on a time and materials basis at
Motorola's then effective hourly rates. In the event Customer elects to terminate this Agreement for any
reason other than default, Customer shall pay Motorola for all services performed.
3.4.1 Unearned Discount: If the Customer terminates a multi-year Agreement before the end
of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early
termination equal to the discount applied to the last three (3) years of Service payments for the original
Term. This is not a penalty but a reconciliation of the discounted pricing schedule for a multi-year
commitment.
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3.5 EQUIPMENT DEFINITION. For maintenance and support services, Equipment will be
defined to mean the hardware specified in the applicable SOW or attachments to the maintenance and
support proposal.
3.6 ADDITIONAL HARDWARE. If Customer purchases additional hardware from Motorola
that becomes part of the System, the additional hardware may be added to this Agreement and will be
billed at the applicable rates after the warranty period for that additional equipment expires. Such
hardware will be included in the definition of Equipment.
3.7 MAINTENANCE. Equipment will be maintained at levels set forth in the manufacturer's
product manuals and routine procedures that are prescribed by Motorola will be followed. Motorola
parts or parts of equal quality will be used for Equipment maintenance.
3.8 EQUIPMENT CONDITION. All Equipment must be in good working order on the Start
Date or when additional equipment is added to the Addendum. Upon reasonable request by Motorola,
Customer will provide a complete serial and model number list of the Equipment. Customer must
promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of
service. Customer's obligation to pay maintenance and support fees for this Equipment will terminate
at the end of the month in which Motorola receives the written notice. If Equipment cannot, in
Motorola's reasonable opinion, be properly or economically maintained for any reason, Motorola may
modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or
increase the price to maintain that Equipment.
3.9 EQUIPMENT FAILURE. Customer must promptly notify Motorola of any Equipment
failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service
purchased as indicated in this Agreement and applicable SOW.
3.10 INTRINSICALLY SAFE. Customer must specifically identify any Equipment that is
labeled intrinsically safe for use in hazardous environments.
3.11 EXCLUDED SERVICES.
a) Service excludes the repair or replacement of Equipment that has become
defective or damaged from use in other than the normal, customary, intended, and
authorized manner; use not in compliance with applicable industry standards; excessive
wear and tear; or accident, liquids, power surges, neglect, acts of God or other force
majeure events.
b) Unless specifically included in this Agreement, Service excludes items that are
consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.;
upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or
special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or
multicoupler. Motorola has no obligations for any transmission medium, such as telephone
lines, computer networks, the internet or the worldwide web, or for Equipment malfunction
caused by the transmission medium.
3.12 TIME AND PLACE. Service will be provided at the location specified in this Addendum
and/or the SOW. When Motorola performs maintenance, support, or installation at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate
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shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from
Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide
all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this
Addendum or applicable SOW, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding
weekends and holidays. Unless otherwise stated in this Addendum or applicable SOW, the price for
the Services exclude any charges or expenses associated with helicopter or other unusual access
requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the
Services, Customer agrees to reimburse Motorola for those charges and expenses.
3.13 CUSTOMER CONTACT. Customer will provide Motorola with designated points of
contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven
(7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as
needed, with Motorola.
4. PAYMENT
4.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of
this service contract and will appropriate funds each year through the contract end date. Unless
alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for
each payment period. All other charges will be billed monthly, and Customer must pay each invoice in
U.S. dollars within thirty (30) days of the invoice date. Customer will reimburse Motorola for all property
taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of
Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by
any governmental entity.
4.2 For multi-year service agreements, at the end of the first year of the Agreement and each year
thereafter, a CPI percentage change calculation shall be performed using the U.S. Department of
Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation
rate increase greater than 3% during the previous year, Motorola shall have the right to increase all
future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally
adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place
once the annual average for the new year has been posted by the Bureau of Labor Statistics. For
purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year
6 price by 5% (8%-3% base).
5. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Primary Agreement,
constitutes the entire agreement of the Parties regarding the subject matter of this Addendum and
supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to
this subject matter. This Addendum may be amended or modified only by a written instrument signed
by authorized representatives of both Parties. The preprinted terms and conditions found on any
Customer purchase or purchase order, acknowledgment or other form will not be considered an
amendment or modification of this Addendum, even if a representative of each Party signs that
document.
END
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Exhibit E
Cooperative Purchasing Program of Houston-Galveston Area Council of Governments ("HGAC") and
Motorola's master agreement with HGAC, executed July 25, 2018, and identified as Contract No. RA-
05-15
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6-36 150 Motorola Solutions Confidential Restricted
.............
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Seward PW' c Department
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Sent; Wednesday, September 18,2019 10 4 AM
To*Tom Opmons
Cc*)OE PIKSA
Subject. Motorola Sole Source Justification/Swammmarrf, City of
b f Oermrmrrs„
Please review them a�ttachied document frrsrmm 1 tm Piksa,Alaska Account Mamma ar fmur Motor6a.The proposed contract is tm twuar.mm Motrlroa a
Solutions,Inc,„and the City of Seward,.
fmrrmCommmm is the oMy f rmtrrro+a Authorized State and trucalll Government M (Manufacturer'sRep)in the State of Alaska able to offerthms sohitlion
on tm halt of:Motorola ureuth iurrlt, um rn acUng in the capacity as otorola's State and Local Government MR work&ng rounder Joe Nksa mra O Motsmrrlia's
authority to offtrr their products.
The HGAC is also referenced in your caamurmr letter for the corisole rmqumptmrracrmmt„and the NASPO Contract is atso referenced uum your cover l tt it for
radio infrastructure as valid sole source for pre-negotiated contracts that ail State amid t.rlc4 entities use trm mustlty their sole source procurements.
Please rammi mmu the docuurmm rmtatoon and get hack;to me earth questions.Thank you Chief.
Gary Peters � ProCornrn Alaska,LLC a cell( dt )SS ,.432
151
To: Chief Tom Clemons: Seward Police Department, September 18, 2019.
From: Motorola Solutions,Joe Piksa, Alaska State Account Manager.
The proposal and contract is between Motorola Solutions, Inc.,and the City of Seward.
The Motorola MCC 7500 is the only high-tier IP console that is FULLY integrated with the State of Alaska
ALMR ASTRO 25 radio system, providing critical functionality beyond third-party consoles connected via
CSSI (Console Subsystem Interface).Today, the unique architecture of the console systems relies on this
functionality to interoperate between trunked and conventional users for interoperability between
Local government and Troopers. Motorola offers the only solution that can transition ALMR and Seward
to IP console equipment while maintaining the functionality of the systems as they are today. Third-
party consoles using CSSI links cannot take advantage of the ALMR trunking system's regrouping feature
when they do multi-select transmissions and patches. Both agencies are using this capability to have
preconfigured seamless interoperability between conventional and trunking users today.This capability
is essential to the users' ability to effectively communicate during mission critical operations. A console
using CSSI links would consume one trunked repeater for each talkgroup in the multi-select transmission
or patch whereas a MCC 7500 console would consume only one trunked repeater since it has a native
connection to the Master Site.The amount of additional resources required when using a third-party
console with CSSI to interoperate between trunking and conventional users make it virtually impossible
to maintain their current capabilities without upgrading to MCC 7500 consoles. Full integration of all
trunking and conventional resources would not be possible with a third-party console using CSSI.
Moreover, seamless integration with ASTRO 25 allows for AES and ADP encryption and decryption in the
dispatch positions which provides true end-to-end encryption in the radio system.
Further CSSI limitations that must be considered include:
• Trunking configuration information (radio unit IDs and their aliases, talkgroup IDs and their
aliases)will have to be maintained in two separate configuration management systems (one for
the trunking system,the other for the console system). Keeping these in sync with each other
will be difficult and labor intensive at best. Aliases tend to change on a frequent basis as radios
are lost, sent in for repair or replaced. Keeping the aliases in sync could be very difficult if the
two systems are located far from each other.
• Fault management will have to be done on two separate systems. There will be no end-to-end
diagnostic or troubleshooting capabilities or tools when problems arise.
• Separate configuration, fault and encryption management systems mean that ALMR and Seward
will require personnel to manage the console system separately from the trunking system.
• If voice encryption is used on the trunking system,there will have to be two encryption key
management systems that are manually synced with each other. This means the keys in the
console cannot be managed from the same point where the keys in the radios are managed. If
the two systems get out of sync with each other, dispatchers would not be able to communicate
with radio users on the talkgroups where the keys don't match. The CSSI standard does not
support DVI-XL or ADP encryption algorithms. In addition, Agency Partitioning is not supported
by the CSSI standard.
152
• The extensive Information Assurance measures supported in the ASTRO 25 trunking system
would not extend to the consoles. The consoles would have to support their own set of
Information Assurance measures. Multiple agencies would have to manually keep the
Information Assurance measures up to date in both systems. This includes things like anti-
malware definition updates, O/S patching, firewalls, intrusion detection systems, group policy
objects (GPOs) on domain controllers for enforcing Information Assurance policies, login
account management, etc. Information Assurance is very important for these IP based
communications systems. Even "closed" IP systems are vulnerable to attacks (Google "stuxnet"
for an example) and must be protected.
• Since Motorola equipment and configuration is required to implement CSSI on the Alaska ASTRO
25 Master Site, no other vendor can offer a turnkey solution that is integrated with the Alaska
trunking system.
It cannot be overstated that a CSSI console solution will reduce current console and conventional
systems ability to interoperate with the ASTRO 25 System.The Department of Homeland Security(DHS)
has created a continuum (shown below) rating how interoperable your communications are within five
categories (Governance, SOPS,Technology,Training & Exercises and Usage) and has defined the
optimum level of interoperability continuum as Level 6 for each category. As shown on the Technology
chart, a Statewide ASTRO 25 System provides Level 6 Interoperability and ISSI 8000 provides Technology
Level 5 Interoperability.The CSSI rides "on top of" the ISSI 8000 and has recently been integrated into
the ISSI standards documents suite; therefore, consoles connected via CSSI/ISSI would have Level 5
Interoperability whereas MCC7500 consoles have Level 6 Interoperability with the Alaska ASTRO 25
Master Site.
National pricing utilizing the Houston-Galveston Areawide Council (HGAC) nationwide contract
provides a path to sole source procurement through national pre-negotiated pricing for equipment
sourcing for sales and service. Motorola also only utilizes Authorized and Certified Installation Service
companies to install and maintain this console equipment for professional technical installation
compliance with Motorola's R56 Requirements for Site Installation. ProComm Alaska has serviced the
Seward account for more than 15 years and is Motorola's only Authorized APCO P25 Manufacturer's
Representative for State and Local accounts in Alaska, having received their national certification from
ETA International as Alaska's only Motorola Certified Service Center(ETA-CSC) . ProComm Alaska is the
only Motorola Service Shop(MSS) in the State of Alaska with Motorola R56 Certified Technicians for
site installation,and the only MSS in the State of Alaska with a licensed State Electrical Administrator
(EA) on staff for design and installation compliance and reporting for public facilities. Motorola and
ProComm Alaska, working together for console upgrades over the last 4 years, have installed and now
currently service more than 50 new MCC 7500 console positions across Alaska having used the HGAC
Contract and qualifications for sole source thereof. Financial Levels and final pricing of the Seward
proposal were achieved by applying pre-negotiated HGAC contract discounts to reduce the final
pricing to the pre-negotiated levels agreed upon by HGAC and Motorola Solutions, while having met the
sole source and national pricing obligations required in the Contract.
153
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