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CONFIDENTIAL PROPOSAL to Santa Ana Police Department Mobile Data Communications System Upgrade 0 1998 MOTOROLA, INC. All rights reserved. No part of this publication, or any software included with it may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, including photocopying, electronic, mechanical, recording or otherwise, without the prior written permission of the copyright holder. This document contains proprietary information of MOTOROLA, INC. The contents are confidential and any disclosure to persons other than the officers, employees, agents or subcontractors of the owner or licensee of this document, without the prior written consent of MOTOROLA, INC., is strictly prohibited. Motorola, hic. 1301 East Algonquin Road Schaumburg, IL 60196 USA (847)576-5000 FAX: (847) 538-4317 February 1998 WSURANCE Nol" Rf-'-QUIRED/WA�Vrj) WORK MAY PROCEED CLERK OF COUNCH. TABLE OF CONTENTS I. SYSTEM DESCRYPTION/PER)F`ORMANCE ............................................................................................ I-1 1.1 SYSTEM DESCRIPTION.................................................................................................................................... 1-1 1.1.1 Current System....................................................................................................................................... 1-1 1. 1. 2 Proposed Upgrade ................................................................................................................................. 1-1 1.2 SYSTEM PERFORMANCE.................................................................................................................................. 1.2.1 RD-LAP Data Transmission Standard 1-3 ................................................................................................... 1-3 1.3 SYSTEM CAPACITY......................................................................................................................................... 1-4 1.4 FACTORS AFFECTING SYSTEM CAPACITY ....................................................................................................... 1-4 1.4.1 Inbound Channel Contention ................................................................................................................. 1.4.2 Over -the -Air Protocol............................................................................................................................ 1-4 1-5 1.4.3 Network Design.......................................................................................................................... 1-5 ........ 1.4.4 Field Device Performance ...................................................................................................................... 1-5 1.4.5 Customer Message Profile......................................................................................................."I........... i-5 2. STATEMENT OF WORK............................................................................................................................ 2-1 2.1 INTRODUCTION............................................................................................................................................... 2-1 2.2 SYSTEM OVERVIEW........................................................................................................................................ 2-1 2.2.1 Equipment Summary.............................................................................................................................. 2-1 2.3 MOTOROLADELWERABLES ............................ .............................. .................................................................. 2-I 2.3.1 Kickoff Meeting ..................................................................................................................................... 2-1 2.3.2 Project Management .............................................................................................................................. 2-2 2.3.3 Equipment Installation and Set-up......................................................................................................... 2-2 2.3.4 Training................................................................................................................................................. 2.3.5 Documentation ............................................ . 2-3 2.3.6 Acceptance Testing................................................................................................................................. 2-5 2.3.7 System Cutover ................................................................................................. 2.4 SANTA ANA POLICE DEPARTMENT RESPONSIBILITI>15 .................................................................................... 2-5 2.4.1 Project Manager.................................................................................................................................... 2-5 2.4.2 System Throughput ................................................................................................................................. 2.4.3 System Coverage 2-5 .................................................................................................................................... 2-6 2.4.4 Mobile Installations..........................................................,..................................................................... 2-6 2. 4.5 RNC Site .................................................. .............................................................................,................. 2.4.6 Host Link 2-6 ............................................................................................................................................... 2.4.7 Coordination with other contractors 2-6 ...................................................................................................... 2-6 2.4.8 Receiving and warehousing................................................................................................................... 2-6 2.5 CHANGE REQUEST FORM........................................................................................................................ 2-7 2.6 APPROVALS...................,...............................,................................................................................................ 2-9 3. ACCEPTANCE TEST PLAN ....................................................................................................................... 3-1 3.1 COMMUNICATION LINK VERIFICATION ATP ...........................,....................................................................... 3.1.1 Motorola Responsibilities.............................................................................................................. 3-1 3-1 .. 3.1.2 Santa Ana Police Department Responsibilities...................................................................................... 3-1 3.1.3 Test Preparation ..................................................................................................................................... 3.1.4 Test Procedure Overview 3-2 .................................................................................................................-..,. 3-3 ®MO Td�TTOL4 Confidential and Proprietary 4. I •:+ TABLE OF CONTENTS 4. SYSTEM SUPPORT...................................................................................................................................... 4-1 4.1 WARRANTY AND MAINTENANCH SUPPORT PLAN........................................................................................... 4-1 4.2 SYSTEM SUPPORT CENTER.............................................................................................................................. 4-1 4.2.1 Depot Repair.......................................................................................................................................... 4-1 4.2.2 LoanerlExchange................................................................................................................................... 4-3 4.2.3 Premier Technical Phone Support......................................................................................................... 4-4 4.2.4 Radio Support Center Depot Repair...................................................................................................... 4-5 5. SYSTEM QUOTATION............................................................................................................................... 5-1 5.I SYSTEM UPGRADE.......................................................................................................................................... 5-I 5.1.1 Host Site Equipment............................................................................................................................... 5-1 5.1.2 Field Devices.......................................................................................................................................... 5-2 5.1.3 Project Services - Option I..................................................................................................................... 5-3 5.1.4 Project Service - Option 11..................................................................................................................... 5-3 5.1.5 Summary................................................................................................................................................. 5-4 5.2 SYSTEM SUPPORT........................................................................................................................................... 5-5 6. TERMS AND CONDITIONS....................................................................................................................... 6-1 6A COMMUNICATiONSSYSTEM AGREEMENT .......................................................................................................6-1 6.LI Section I Exhibits.................................................................................................................................. 6-1 6.1.2 Section 2 Definitions............................................................................................................................. 6-1 6.1.3 Section 3 Scope ofAgreement....... ............................................... ...................................... —................ 6-2 6.1.4 Section 4 Performance Schedule........................................................................................................... 6-3 6.1.5 Section 5 Payment Schedule.................................................................................................................. 6-3 6.1.6 Section 6 Installation and Site Conditions............................................................................................ 6-4 6.1.7 Section 7 Training................................................................................................................................ 6-5 6.1.8 Section 8 System Acceptance--, ..... ... ... I ... I .......................................................................................... 6-5 6.1.9 Section 9 Warranty................................................................................................................................ 6-5 6.1.10 Section 10 FCC Licenses and Authorizations..................................................................................... 6-7 6.1.11 Section 11 Delays................................................................................................................................ 6-7 6.1.12 Section 12 Default............................................................................................................................... 6-7 6.1.13 Section 13 Indemnification.................................................................................................................. 6-8 61.14 Section 14 Disputes............................................................................................................................. 6-9 6.1.15 Section 15.Limitation of Liability........................................................................................................ 6-9 6.1.16 Section 16 General............................................................................................................................ 6-10 6.2 ExmBrrA—SOFTWARE%. uNsEAGREEMENT............................................................................................6-13 6.2.1 Section 1 Scope................................................................................................................................... 6-13 6.2.2 Section 2 Grant of License................................................................................ .............................. 6-13 6.2.3 Section 3 Limitations on Use............................................................................................................... 6-13 6.2.4 Section 4 Transfers.............................................................................................................................. 6-14 6.2.5 Section 5 Ownership and Title..........................................................................................................- 6-14 6.2.6 Section 6 Confidentiality ..................................................................................................................... 6-14 6.2.7 Section 7 Maintenance and Support.................................................................................................... 6-14 6.2.8 Section 8 Limited Warranty, ...................................:.....-...........,......................................................... 6-14 6.2,9 Section 9 Limitation of Liability.......................................................................................................... 6-15 6.2.10 Section 10 Term and Termination..................................................................................................... 6-15 6.2.11 Section 11 Notices............................................................................................................................. 6-16 6.2.12 Section 12 General............................................................................................................................ 6--16 n4oT0140 —A Confidential and Proprietary II Section 1 *:. System Description/ Performance 1. SYSTEM DESCRIPTION/PERFORMANCE This section provides information on the system description and system performance of the City of Santa Ana Police Department Wireless Data System, Below is a brief description of the proposed upgrade, system components and the RD-LAP radio transmission standard. 1.1 SYSTEM DESCRIPTION 9. 1. 1 Current System The current mobile data system entails a CAD/RMS software suite, an NCP500 connected through UDT201 B/T modems to the existing Base Station located at 20 Civic Center Plaza. Through this, the dispatch center can send data to the KDT480 mobile data terminals in the field. The system currently uses MDC4800 over the air protocol. 1.1.2 Proposed Upgrade Motorola proposes replacing the NCP 500 with an RNC 3000. This will include a desktop console configuration along with a V.3229 dial up modem at the RNC 3000 to allow remote access to the controller, The V.3229 modem has password verification capabilities for additional security. Dial back capability is not a feature of the modem, and Motorola does not recommend this as a security function. The RNC 3000 will communicate with the Base Station through two V.3229 modems connected by a leased telephone line. A large number of KDT 480 mobile data terminals will be replaced with VRM600, vehicular radio modems configured with the current MDC4800 over the air protocol. Replacement of the NCP 500 with the RNC 3000 allows the system to be expanded beyond its current limitation of 150 registered mobile data terminals, and sets the stage for migration to RD-LAP 9.6 in the future. This migration will increase the baud rate from 4.8 Kbps to 9.6 Kbps. Motorola recommends that any upgrade in the CAD/RMS system take into consideration that the RNC 3000 utilizes TCP/IP over ethernet protocol. The overall system design, and the components that will be supplied by Motorola, is shown in the system block diagram at the back of this section. 1.1.2.1 Detailed Component Description Radio Network Controller F�iiINK1I1I11 �1NOTQRpd ,4 Confidential and Proprietary SECTION 1 ':' SYSTEM L_ 'CRIPTION/PERFORMANCE .• Communication link ♦ Modems •:• Field devices e Vehicular Radio Modems (VRM600) 1.1.2.1.1 Radio Network Controller The RNC 3000 is the hub of the City of Santa Ana Police Department wireless data communications system. The RNC 3000 controls the routing of data messages from the host computer to the field devices via the radio network. The RNC 3000 provides the following functions: •3 TCP/IP host link connectivity Logical RF message segmentation and recompilation ❖ Packet retransmission Data Base Station transmitter control Network management The RNC supports network management through radio system statistics and alarms accessible to the host via various message types, a control interface, and the user console. The RNC can collect information on the following statistics: •:• Host interface ❖ RF interface •3 Base station controller Field devices RNC hardware and software. 1.1.2.1.1.1 Radio Network Controller to Base Site Communications Link One, 4-wire, Type 3002, voice -grade, full duplex communications circuit, or equivalent, is required per base site. This circuit is to be supplied by the City of Santa Ana Police Department using leased telephone lines. Modems are required at each end of the circuit and will be supplied by Motorola. (NM07"0HC)JLA Confidential and Proprietary 1 2 SECTION 1.+:• SYSTEM D_ ,CRIPTION/PERFORMANCE The UDS V.3229, 14.4 Kbps modem permits communication between the RNC and the base station equipment over Type 3002, voice -grade full duplex communications circuits, or equivalent. This unique LIDS modem is designed to operate in the harsh environment often encountered at radio sites. It contains RF shielding to ensure that strong radio signals do not interfere with successful data transfer. It is built with heat tolerant components to ensure it withstands the temperature extremes -30" to +60°C encountered at some base sites. In addition, the modem contains both analog and digital loop back circuitry that enables the RNC to conduct remote diagnostics and check the performance of the communications circuit to the base site. 1.1.2.1.2 VRM600/Data Ready Spectra Radio Mobile Device The VRM600 Vehicular Radio Modem is designed to connect data terminal equipment (DTE) to Motorola data -ready mobile radios, which together comprise the mobile equipment of this high capacity wireless data system. DTE such as laptop computers, ruggedized mobile data terminals, and other Motorola or third -party DTE that support Motorola's Transparent Mode (using the industry standard AT command set) or Motorola's Native Mode may be interfaced. In turn, the modem and radio provide the field unit access to the Motorola wireless data fixed network equipment. The VRM600 will support Motorola's advanced, over - the -air, RD LAP 9.6 Kbps protocol for the highest message throughput and reliability available with your given frequency. The VRM600 is comprised of Motorola's Spectra 800 MHz mobile radio and RF modem in a single integrated unit. Like the Spectra radio, the VRM600 is designed to withstand the harsh conditions of the mobile environment. Specifications are compliant with industry and Motorola's stringent standards for durability, reliability, EMT, RFI, vibration, and shock. The modem adheres to the same standards and is subjected to the same rigorous tests as our mobile radios. 1.2 SYSTEM PERFORMANCE 1.2.1 RD-LAP Data Transmission Standard Motorola's RD-LAP data transmission standard has been designed to optimize accurate transfer of data over land mobile radio channels. Data is transmitted at 9,600 bps over 12.5 kHz, 821-824 MHz channels. Approximately one-fourth of the information sent consists of error detection and correction code to provide optimum, single transmission, error -free messaging. The result is a 95% packet success delivery rate at a 1% RF-induced bit error rate. �w,rarar�ou, Confidential and Proprietary I ',• 3 SECTION' ❖ SYSTEM Dr sCRIPTIONIPEREORMANCE 1.3 SYSTEM CAPACITY System capacity describes the message transfer capability of the data system. An accurate prediction of system capacity will reveal which component is limiting the ability of the system to transfer more messages. The limiting component will be one of the following: the inbound RF channel, the outbound RF channel, or the fixed -end network controller. Knowledge of the limiting component allows the system to be sized according to the application requirements. This ultimately determines the infrastructure required, the number of RF channels needed, the number of subscriber units that will be supported, and the potential for future expansion. While the installation of the RNC 3000 will allow for expansion of the system, and migration to RD-LAP 9.6 at a later date, Motorola does not take responsibility for system capacity. System capacity information is provided for information only. 1.4 FACTORS AFFECTING SYSTEM CAPACITY Many factors affect the capacity of a data communication system. The following factors are discussed in the paragraphs below: •3 .Inbound channel contention ❖ Over -the -air protocol ❖ Network design •:• Field device performance ❖ Customer message profile 1.4.1 Inbound Channel Contention When multiple subscriber units attempt to send inbound messages simultaneously, without determining that the channel is clear, the messages will collide. The errors caused by this type of collision will most likely cause the messages to be unreadable by the system. Each subscriber unit will delay a random amount of time and attempt to re -send the message. This form of inbound channel control is known as ALOHA. contention. A far more efficient inbound channel contention scheme, used by the RD-LAP protocol, is Slotted -Digital Sense Multiple Access (S-DSMA). This contention scheme synchronizes the inbound and outbound channels with time "slots" and allows the subscriber units to monitor the outbound channel for activity before transmission. If the outbound channel is IDLE, a message may be sent inbound. If, however, the outbound channel is BUSY, the subscriber unit must delay a random amount of time and synchronize with the outbound channel before re -sending the inbound message. This contention scheme significantly reduces the number of collisions on the inbound channel and as a result, the inbound channel capacity is significantly increased. 8MO7"ORO+Ld Confidential and Proprietary 1 :• 4 SECTION 1 '-*'SYSTEM DL . RIPTIONIPERFORMANCE 1.4.2 Over -the -Air Protocol Motorola's RD-LAP data transmission standard has been designed to optimize accurate transfer of data over land mobile radio channels. Error detection and correction tecluuques are employed to increase the probability of successful packet -delivery-in the harsh land mobile environment. In addition, data is transmitted at 9,600 bps over 12.5 kHz, 821--824 MHz channels. RD-LAP 9.6 provides a two -fold increase over the current MDC 4800 data system. 1.4.3 Network Design The City of Santa Ana Police Department's data system design includes a new Radio Network Controller (RNC), an existing single Base Station, and a mix of one -hundred and fifty field devices on one RF channel using MDC 4800 protocol. The installation of the RNC 3000 will allow migration to RD-LAP 9.6 over -the -air protocol in the future. 1.4.4 Field Device Performance Another key factor affecting system capacity is the transmitter performanee of the field devices. The ability to quickly key the transmitter enables increased inbound messaging from multiple field devices. The associated parameter is known as Transmitter Turn -On (TTO) time. Lower values for TTO are optimal for increased system capacity. The Vehicular Radio Modem (VRM600) typically performs with a fifteen -millisecond TTO. 1.4.5 Customer Message Profile The most important factor affecting the capacity of a data system is the customer's message profile. The message profile describes how the system is being used. ❖ What types of messages are sent inbound? ❖ How many messages of each type are sent inbound per hour per unit? How many user characters are associated with each inbound message type? ❖ What types of messages are sent outbound? :• How many messages of each type are sent outbound per hour per unit? How many user characters are associated with each outbound message type? The length and complexity of the messages transmitted over -the -air will have an impact on the capacity of the system as a whole. OMO IOI�iUL� ConfidentW and Proprietary 1 :. 5 Section 2 + Statement of '4111ork 2. STATEMENT OF WORK 2.1 INTRODUCTION This Statement of Work (SOW) is a comprehensive document of deliverables required for implementation and integration of the City of Santa Ana Police Department's (SAPD) Radio Network Controller (RNC) and Vehicular Radio Modems (VRM600) into SAPD's existing mobile data system. This Statement of Work includes specific responsibilities for Motorola and SAPD. Motorola defines these responsibilities based upon information available at the writing of this proposal. If desired, Motorola and SAPD may negotiate alterations to these responsibilities, including revisions to system services via a change order. 2.2 SYSTEM OVERVIEW Motorola is assisting with the conversion of the SAPD Mobile Data System network from. a NCP 500 controller based system to an RNC 3000 TCP/IP controller based system. In addition, 100 of SAPD's KDT 480s will be replaced with Motorola VRM600s and SAPD supplied laptop computers and messaging software. 2.2. 1 Equipment Summary The following major equipment will be delivered and/or installed at SAPD: Qty Description 1 RNC 3000 Radio Network Controller 3 V.3229 Modem (I RF shielded version) 100 VRM600 Vehicular Radio Modems 2.3 MOTOROLA ❑ELIVERA13LES 2.3. 1 Kickoff Meeting Upon completion of contract signing, Motorola and SAPD will meet to review the Statement of Work and associated schedule. At the conclusion of the meeting, all parties will know each others' responsibilities for the Project. 8l40YOROC- Confidential and Proprietary 2 .;. 1 SECTION ... STATEMENT OF WORK 2.3.2 Project Management Motorola will provide a Project Manager to serve as a single point of contact during the implementation of the system. The Project Manager will: 1) Provide a single point of contact for all project issues 2) Schedule and allocate Motorola resources as required 3) Track and inventory equipment 4) Provide and update project schedule 5) Resolve product issues 6) Manage Motorola subcontractors 7) Attend SAPD project status meetings as required 8) Manage any required change orders 9) Confirm completion of ATPs 2.3.3 Equipment Installation and Set-up 2.3.3.1 RNC 3000 Motorola will install the RNC 3000 on a desktop surface provided by SAPD, Tasks included are: 1) Load and configure software for SAPD system configuration 2) Add site index and associated parameters 3) Configure the RNC database 4) Modify the RNC base link configuration database to support the existing base station 5) Install, configure and test the RNC dial in console modem OMO'TOFNOL-A Confidential and Proprietary 2 -:- 2 SECTION :* STATEMENT OF WORK 2.3.3.2 VRM600 2.3.3.2.1 Option I - Installation and Configuration Motorola will provide installation and configuration of all VRM600's. Installation consists of: 1) Installation of VRM in vehicle trunk 2) Installation of roof top antenna 3) Routing of power cable and DTE cable 4) Configuration and Programming of VRM Installations will be performed at SAPD. Approximately eight vehicles will be installed per day. Installation is based on constant availability of vehicles. Standby time caused by lack of vehicles will result in addition charges to SAPD. No removals or relocation of existing equipment is included in Motorola's installation services. 2.3.3.2.2 Option If - Installation Training Motorola will provide SAPD personnel with installation training per the training outline. SAPD will be responsible for the cold installation of the VRMs and associated cabling, etc. Under this option Motorola will program and configure each VRM once installation is completed by SAPD. 2.3.4 Training Motorola will provide the following training to, SAPD personnel: 2.3.4.1 VRM Installation (OPTIONAL) Training will be given to the service shop technical personnel to provide them with the ability to properly perform cold installations of VRM600's and associated equipment. Class size should be limited to four people. Course Duration: 1/2 day (NMOTORUL-A Confidential and Proprietary 2 3 SECTION +:• STATEMENT OF WORK 2.3.4.1.1 Course Subjects •t• Pre -Installation Check Equipment Positioning :• Cable Routing Installation Considerations The course should be given to those employees who will be performing vehicle installations. 2.3.4.1.2 Location At SAPD site. 2.3.4.2 RNC. 3000 Administrator Training Course A one day RNC training class will be performed. This training will include the following subjects. 1) Console command training 2) Data Base file training 3) Diagnostics and testing 4) SW file structure 2.3.5 Documentation Motorola will provide the following documentation: 1) System Diagram 2) RNC wiring detail 3) RNC configuration record 4) VRM configuration record 5) Test Results (N"0T'0140" Confidential and Proprietary 2 4 SECT1O1. •;• STATEMENT OF WORK 2.3.6 Acceptance Testing Motorola will perform acceptance testing as described in the Acceptance Test Plan. A minimal amount of System down time will occur during testing and will be identified in the Acceptance Test Plan. Motorola is responsible for configuration and optimization of the RNC 3000 using the current NCP '500 configuration provided by SAPD. Motorola will use the following demarcation points to verify the correct operation of the Motorola supplied radio network: RNC AUl Ethernet port ❖ Base link modem located at RNC site Base link modem located at the existing base station site (exclusive of the telco wireline) If Motorola is required to assist with any integration efforts beyond the defined Motorola demarcation points, all work will be performed on a time and materials basis and charged to SAPD using the "change order" procedure. 2.3.7 System Cutover Assistance during the cutover from the NCP 500 to the RNC 3000 will be provided by Motorola on a time and material basis. A minimum of one week notice will be required for this task. 2.4 SANTA ANA POLICE DEPARTMENT RESPONSIBILITIES 2.4. a Project Manager SAPD is responsible for appointing a Project Manager to act as a single point of contact for the duration of the project. 2.4.2 System Throughput SAPD is responsible for overall system throughput. SAPD is also responsible for management of additional users and determining their load impact on system performance. (NM07"CP OL-A 2 ,.- 5 Confidential and Proprietary SECTION - :- STATEMENT OF WORK 2.4.3 System Coverage SAPD is responsible for system radio coverage. Motorola makes no promises or guarantees with respect to system coverage performance. 2.4.4 Mobile Installations SAPD is responsible for availability of vehicles during VRM installations. Delays caused due to lack of vehicles will result in additional installation charges. 2.4.5 RNC Site SAPD is responsible for providing a suitable installation environment for the RNC 3000. Minimum requirements are: 1) A 3'X3' desktop in a computer environment 2) Dedicated 120 VAC power circuit within 3 feet of RNC 3) Dial -up phone line to Motorola V.3229 modem 4) Communication link from base site to RNC base link modem 2.4.6 Host Link SAPD is responsible for providing a TCPAP host link and interface to the RNC 3000. 2.4.7 Coordination with other contractors Coordination with other contractors and customers is the responsibility of SAPD. Connection or interfacing to devices not supplied by Motorola or specifically shown on the equipment list are the responsibility of SAPD. 2.4.8 Receiving and warehousing SAPD will provide receiving, unloading and storage of all equipment. 011f0'r0F?4UL.A Corfidertial and Proprietary 2 •:• 6 SECTION -:+ STATEMENT OF WORK 2.5 CHANGE REQUEST FORM Requester: Title, Phone # of Requester: Date: Description of Request: (attach additional sheet if required) Equipment Required: Time Line Modification: Services Required: Justification: CHANGE REQUEST AUTHORIZATION SIGNATURES BELOW AUTHORIZE A NOTICE TO PROCEED WITH REQUESTED CHANGES. DETAILS OF IMPACT ON EQUIPMENT, SERVICES, SCHEDULE, ETC. WILL BE DETERMINED AND DOCUMENTED ON A CHANGE ORDER TO THE CONTRACT. Motorola Project Mgr. SAPD Project Mgr. Date: Date OM nxa7roRo�► Confidential and Proprietary 2 7 SECTION — - STATEMENT OF WORK 2.6 APPROVALS The following signatures indicate acceptance of and agreement to the information contained herein. Changes to this document must be accomplished in writing using the Change Request procedures described in this document. Santa Ana Police Department Project Manager Date: Motorola Systems Integration Project Manager Date: (�� MCP-ra,► OUA 2 -:- 8 Confidential and Proprietary Section 3 ++++ Acceptance Test Plan 3. ACCEPTANCE TEST PLAN The following section details the Motorola provided acceptance test procedure (ATP) to confirm that the system, as provided by Motorola, is complete and meets the contractually agreed upon acceptance test criteria. 3.1 COMMUNICATION LINK VERIFICATION ATP The objective of this test is to verify the integrity and functionality of the Motorola supplied equipment as well as the existing City of Santa Ana Police Department (SAPD) portion of the system, including the communications links between the RNC and field device via the SAPD base station. The test exercises the host link between a Motorola provided pseudo host, the RNC 3000, base station modem link, base station, and RF link to a field device and back again. The field device will consist of a Motorola supplied VRM600 and laptop computer running the Motorola TX application. A baseline test will first be performed using SAPD's NCP 500 to ensure that no anomalies related to the existing system are introduced into the test. This baseline test will follow the same procedure as detailed below with the obvious substitutions of the NCP 500 and asynchronous port connections. The up -link and down -link paths in the system from the RNC location, through the RF base station to a field device and back again, will be tested. The pseudo host at the RNC location is used to generate outbound messages to and receive inbound messages from the field device. The field device operator will manually generate all inbound messages. The test team will consist of at least one authorized SAPD representative and at least one Motorola employee. 3.1.1 Motorola Responsibilities Motorola will assume responsibility for all the pretest set-up and will provide all equipment required other than the SAPD infrastructure. Motorola will record all test results and will have a minimum of one person available on -site to perform the tests. 3.1.2 Santa Ana Police Department Responsibilities SAPD will be required to take the system off-line for a short period of time, usually about four hours. During this time SAPD must ensure that all parts of the link under test are free of voice or data traffic. An authorized system administrator from SAPD roust be present prior to taking the current system off-line and during the testing. Confidential and Proprietary 3 :• SECTION 3 •: ACCEPTANCE TEST PLAN 3. 1.3 Test Preparation The following paragraphs describe the preparations for acceptance tests of the various sites and equipment. 3.1.3.1 Radio Network Controller Site The RNC site test requires a laptop computer executing the TX application host emulation software. The test host equipment consists of the following: 386 Laptop computer or equivalent PC with 3.5 inch external floppy drive, PCTCP software, S1M3 software, and XIRCOM Ethernet adapter. Coax cables, T-connectors, MAU, and terminations to support the Ethernet connection to the RNC. The pseudo host, or test host, is configured to be directly connected to the Ethernet host port on the RNC. The host TX emulation application on the test host is used to generate outbound messages and receive inbound messages. Statistics for the number of messages successfully received in both directions are collected using the statistics collection utility on the RNC. The host emulation software will be provided by Motorola. The data communication links, RNC, base stations and field devices will be provided by SAPD for the duration of the test. The test will require the connection between the NCP500 and the existing UDT20IB/T modem to be broken so the V.3229 modems can be connected to the RNC3000. The baseline test is performed on the existing fixed end configuration utilizing the UDS 201 BIT modems. As part of the upgrade, new UDS V.3229 modems will be installed at the RNC and at the base station. Upon completion of the test, the system will be restored to its original configuration and put back in service. 3.1.3.2 Configuration The configuration consists of a Mobile Termination Unit (MTU): in this case, the VRM600 and Laptop computer. For the test, the TX application software residing on the laptop will be used to communicate with the test host. The operator of the laptop will periodically transmit a specified message. During the test, the VRMAaptop must be situated close enough to the base radio site to ensure that the quality of the RF communication path is sufficient to reduce the likelihood of propagation ciTors from being introduced into the test results. Since the �MOTOF7oL,q Confidential and Proprietary 3 2 SECTION 3 {. ACCEPTANCE TEST PLAN link verification test is valid only if the test terminal is operating in solid RF coverage areas, Motorola personnel must qualify the test location prior to the start of link verification testing. Data collected during the test will identify the number of messages successfully or unsuccessfully processed. The test results will be used in subsequent analysis of the communication links and in the generation of -the verification report. 3.1.4 Test Procedure Overview The test requires one person at the test host and one person with the MTU. These two people must be in contact with each other in order to coordinate their activities. For each link test, 10 test messages are sent from the MTU to the test host, then 10 test messages from the test host to the MTU. The test message lengths will be 50 characters each. The following steps are to be carried out for the link test: 3.1.4.1.1 Set-up Prior to the test, verify the test equipment set-up. Start the mobile and host emulation test software applications. Manually exchange messages between the test host and MTU, ensuring RF link reliability. 3.1.4.1.2 Test 1) The test host authorizes the MTU under test. 2) All statistics queues are reset to zero. Once ready, the test host operator instructs the MTU operator to start the inbound message generation. Ten test messages are then sent inbound, generated manually by the MTU operator. 3) After 10 test messages, the MTU operator instructs the test host operator to start the outbound message generation. 4) The test host operator initiates the transmission of 10 outbound messages. 5) After 10 outbound messages have been sent, the test is stopped and the test host operator records the results. (Smo''ro"OLIA Confidential and Proprietary 3 3 SECTION v :* ACCEPTANCE TEST FLAN A link will be deemed to have passed after the 10 inbound and 10 outbound messages have been sent and received. Motorola's engineers will confirm the results. Any deficiencies deemed to be the responsibility of Motorola will be corrected. Deficiencies that fall into the responsibility of SAPD will be identified for SAPD's resolution of the problem. 3.1.4.1.3 Link Test Documentation For the communications link test, the test team will record the following information: Test personnel + Motorola representatives performing the Link Verification Test •:• Date and time + Record data and time that the tests were conducted •3 Base site name Host site name + Corresponding to the RNC and test host location •2• Total number of inbound and outbound messages This test verifies connectivity using a Motorola supplied pseudo -host and software, and does not involve the final host application which will be supplied by another vendor. It is the responsibility of that vendor to configure their software to allow interaction with Motorola supplied equipment. The RNC 3000 uses TCP/IP protocol over ethernet, and host applications should be configured as such to allow for proper operation of the system as a whole. The above acceptance test will be performed by Motorola and witnessed by Santa Ana Police Department personnel once Motorola has completed installation and setup of the RNC 3000 and has notified SAPD that the system is ready for testing. If deficiencies are found during the testing, both the deficiencies and resolutions to the deficiencies shall be agreed upon and documented per the Statement of Work. MOTOROL,et Gonfidentiat and Proprietary 3 -;• 4 SECTION 3 ACCEPTANCE TEST PLAN 3.1.4.1.4 Acceptance of Communication Link Verification Test Statement The following representatives of SAPD and Motorola do hereby concur that to the best of their knowledge and abilities the observations and/or measurements as documented in accordance with the Communication Link Verification Acceptance Procedure are accurate and correct and, thereby, attain acceptance. Santa Ana Police Department Motorola, Inc. By: By: Name: Name: Title: Title: Date: Date: Confidential and Proprietary Section 4 4:* System Support 4. SYSTEM SUPPORT 4.1 WARRANTY AND MAINTENANCE SUPPORT PLAN Motorola recognizes GSA/Orange County Communications as Santa Ana Police Department's first echelon service provider. The attached maintenance support plan for the City of Santa Ana Police Department data communications system enhancement is comprised of the following four key elements; System Support Center Depot Repair System Support Center Board Loaner/Exchange Program System Support Center Premier Technical Support Radio Support Center Depot Repair 4.2 SYSTEM SUPPORT CENTER The System Support Center (SSC) is a Motorola Service Depot providing component level board repair, board loaner and exchange services, remote diagnostics, technical phone support, and central dispatch services to customers of Motorola fixed -end radio communications equipment globally. 4.2. 1 Depot Repair 4.2.1.1 Service Description The SSC will fully system test and repair malfunctioning boards down to the component level utilizing state of the art automated test equipment. If the unit is not manufactured by Motorola, the unit may be returned to the original equipment manufacturer (OEM) for repair. 4.2.1.2 How to Obtain Service ❖ Call the SSC at 800-323-9949 to request warranty or maintenance help through central dispatch. Be prepared to provide your system ID number. ❖ Your first echelon service provider can ship the defective item (freight prepaid) to: Motorola System Support Center 1311 East Algonquin Road Schaumburg, IL 60196 RA# O quo 7-o�o�.a, Confidential and Proprietary 4 •:• SEC � . iN 4 •'.+ SYSTEM SUPPORT ❖ Each unit will be repaired, completely tested, and returned normally within two working days of receipt of the unit at SSC. An invoice will be issued after shipment of the repaired unit for non -;maintenance items which are performed on a flat rate basis. 4.2.1.3 Terms and Conditions Prices include parts, labor and return shipping charges for failures that occur as a result of normal operation •'r Repaired units will be returned to the customer via Federal Express, Standard, or DHL. Other methods of shipment may be requested at the customer's expense ❖ Average turnaround time is 2 days or less after receipt of equipment (excluding outsourced equipment) at SSC ❖ If repairable, physical damage, lightning damage, and other acts of nature will be repaired at our prevailing Time and Material rates ❖ All units must be in working order at the start of an SSC service agreement. Not applicable to warranty ❖ Prices are subject to change without notice •:• Serial numbers of covered equipment are required on all new contracts •. Unless requested otherwise, SSC reserves the right to replace the customer's equipment with new or reconditioned assemblies All customer - owned spare boards are covered at no additional charge on a SSC service agreement Firmware/software upgrades are not included in SSC service agreements Prices do not included non -repairable items such as cables, connectors, batteries, duplexors, circulators, microphones, footswitches, etc. Not applicable to warranty Defective or phosphor -burned cathode ray tubes (CRTs) are not covered under SSC service agreements. Not applicable to warranty SSC service agreements exclude physical damage, reworks, lightning damage, and acts of nature. �16fOT00 Confidential and Proprietary 4 ••.• 2 SEC, .,N 4 SYSTEM SUPPORT 4.2.2 Loaner/Exchange 4.2.2.1 Definition of Service SSC stocks a selection of spare modules that can be sent out to the customer site upon request for a board exchange or for use as a loaner until customer's board is repaired and returned. The SSC will maintain a backup replacement inventory of spare modules in addition to providing board repair. In the event of a failure, the customer can contact SSC for an advance replacement. Upon availability the SSC will ship out, via Federal Express Priority One or DHL, the required Field Replaceable Unit (FRU) configured as specified by the customer. 4.2.2.2 Definition of Exchange Service Upon request, the SSC will send the customer an exchange unit as a replacement for their non-functioning unit. The customer returns the non-functioning unit to the SSC for repair and return to SSC stock. 4.2.2.3 Definition of Loaner Service Upon request, the SSC will send the customer a loaner unit to use while the SSC repairs the customer's non-functioning unit. The SSC will send the repaired unit back to the customer, who then returns the loaner unit to the SSC. 4.2.2.4 How to Obtain Service Your first eschelon service provider will call the SSC at 800-448-3245 and request a loaner or exchange board. 4.2.2.5 Terms and Conditions •: Customer accepts full responsibility for ensuring both the payment of related invoice(s) as well as the return of all units to the SSC ❖ Customer units must be returned to SSC within five (5) business days after receipt of loaner unit ❖ SSC loaner units must be returned within five (5) business days after customer receipt of repaired unit Customer will be charged a loaner/exchange program user fee per unit for the first week that the customer retains both malfunctioning board and the loaner or exchange unit. An additional weekly user fee will be added for the retention 8M0roRox.A Confidential and Proprietary 4 *'.• 3 SEC, JN 4 ':• SYSTEM SUPPORT of any unit that is kept beyond the first week. After ten weeks, 25% of the unit's price will be invoiced. After 12 weeks, balance of the unit's purchase price will be invoiced. For example: Week One: Loaner/Exchange fee (Service Agreement customers are exempt from week one fee) Weeks 2-10: $75 per week Weeks 11-12: 25% of purchase price of unit After 12 Weeks: Balance of purchase price of unit 4.2.3 Premier Technical Phone Support 4.2.3.1 Definition of Service Technical phone support is available 7 days a week 24 hours a day. Motorola SSC staff will work with your local service organization to handle questions related to equipment supported by the SSC. Technical support system technologists have had the training and experience necessary to answer most questions regarding communications systems. The SSC systems technologist may dial into a system to more clearly define a problem and determine the area of failure in order to decide on the most suitable action plan. However, if the problem is beyond the scope of SSC's staff, they will contact key personnel who are involved with the design, development, and manufacture of your communication products. 4.2.3.2 How to Obtain Service Your first eschelon service provider will call SSC at 800-925-0911 to request technical assistance. If 800 access is unavailable, call 708-576-7300. 4.2.3.3 Terms and Conditions ❖ Premier technical support is available for installed systems only Premier technical support is available only for equipment supported by the SSC ':' On -site support is subject to availability and price negotiations OMOTOROEA Confidential and Proprietary Q .;. 4 SE( -..ON 4 `:i SYSTEM SUPPORT 4.2.4 Radio Support Center Depot Repair 4.2.4.1 Service Description The RSC will fully system test and repair malfunctioning units down to the component level utilizing state of the art automated test equipment. The RSC strives to turn around units within one day of receipt. 4.2.4.2 How to Obtain Service ❖ Your first echelon service provider can call the RSC at 800-227-6772, however a return authorization is not necessary. Be sure to include your return address in the packaging of the unit along with a short description of the problem. Units covered under warranty or a maintenance agreement are tracked by serial number using bar-code technology. :• The local service provider will ship the defective item (freight prepaid) to: Motorola Radio Support Center 3761 South Central Avenue Rockford, IL 61102 Each unit wiII be repaired, completely tested, and returned normally within the same working day of receipt of the unit at RSC. An invoice will be issued after shipment of the repaired unit for non -maintenance items which are performed on a flat rate basis. ®HeraT-OHaL.a Confidenfiaf and Proprietary 4 .; 5 Section 5 +:+ System Quotation 5. SYSTEM QUOTATION 5.1 SYSTEM UPGRADE This document is an integral document and no part can be read in isolation. The description of the products and services quoted below are as specified elsewhere in the proposal. Motorola, Inc,, (Motorola) quotes the following prices for the products and services set out in the proposal. All prices are FOB Santa .Ana Police Department in Santa Ana, CA. Prices quoted are valid only for this system procurement as outlined in this section. This quotation is valid through May 22, 1998. 5. 1.1 Host Site Equipment Item Qty Description 1 1 RNC 3000 radio network controller, including: •:• 12 slot chassis •: 8 Base Station software license •:• (2) UDS V.3229 modem cards :• TCP/IP Interface •'.• RDLAP Protocol :• RNC Console •:• Desktop Configuration •:• Cables 2 1 DBS Modem TOTAL HOST SITE EQUIPMENT: Unit Price Extended Price $63,049.25 $63,049.25 $1,760.00 $1,760.00 $641809.50 8M0T'0F?0A-A Confidential and Proprietary 5 I SECTION :* SYSTEM QUOTATION 5.1.2 Field Devices Item t Description Unit Price Extended Price 3 100 VRM 600 Radio Modems, including: $2,674.50 $267,450.00 •:• 800 MHz •;* 15 watts power •:• RDLAPIMDC :• GPS Interface •.• Cable 4 100 •;• Stationary Mount $130.75 $13,075.00 ❖ Angular Brackets •:• Antenna (Quartcrwave) 7 Lot Service aids, including $1,044.00 $1,044.00 •:* Radio Service Software •3 Programming Cables •;• Manuals TOTAL FIELD DEVICES: $281,569.00 (NMOTOROL-.4 5 `�' 2 Confidential and Proprieiary SECTIOf :• SYSTEM QUOTATION 5.1.3 Project Services - Option I Motorola will provide all services as described in the Statement of Work including Option I with respect to VRM installation. Item Qty Description Hardware Lot Project Management and services, including: •:• project coordination and management of Motorola deliverables ❖ design documentation host site installation and configuration •3 site integration and optimization link verification acceptance tests ❖ device installation, configuration, programming TOTAL PROJECT SERVICES: Unit Price Extended Price $66,349.00 $66,349.00 $66,349.00 5.1.4 Project Service - Option 11 Santa Ana will provide cold install of VRMs as described in the Statement of Work, Option II for VRMs. This price is not included in the system quotation, but may be considered as an alternative to Option I above. $51,349.00 8r44oT01?40LA Confidential and Proprietary 5 + 3 SECTION . *+' SYSTEM QUOTATION 5.1.5 Summary HOST SITE EQUIPMENT FIELD DEVICES $64,809.50 $281,569.00 HARDWARE EQUIPMENT SUBTOTAL: $346,378.50 PROJECT SERVICES $66,349.00 SALES TAX ON EQUIPMENT $26;844.33 GRAND TOTAL: S439,571.83 ( ►"07'0"O[ q 5 4 Confidential and Proprietary SECTION _ .%.+ SYSTEM QUOTATION 5.2 SYSTEM SUPPORT Standard product warranties apply to all system components as described in the Communications System Agreement. Motorola offers additional support services as described in the system support section of this proposal. Warranty - First Year, Upon System Acceptance System Support Center Premier Technical Support 8 x 5 Service $780.00 Second Year Maintenance System Support Center for the RNC3000 Premier Technical Support $780.00 Board Repair $2,136.00 (includes loaner exchange) Radio Support Center $7,740.00 100 VRMs at $6.45 each/month Second Year System Support $10,656.00 (N MO7"O"OLrA Confidential and Proprietary 5,y5 Section 6 +:• Terms and Conditions 6. TERMS AND CONDITIONS 6.1 COMMUNICATIONS SYSTEM AGREEMENT Motorola, Inc., a Delaware corporation ("Motorola"), and the City ,of Santa An ("Customer") enter into this Communications System Agreement (the "Agreement"), effective as of the last date signed below (the "Effective Date"), pursuant to which Customer will purchase and Motorola will provide Customer with a Communications System. 6.1.1 Section 1 Exhibits The Exhibits below are hereby incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below, except that any maintenance services which Motorola may provide will be governed solely by the terms of the Service Agreement (Exhibit Q. Exhibit A Motorola software license agreement ("Software License Agreement") Exhibit B Motorola system description ("System Description"), acceptance test plan ("Acceptance Test Plan" or "ATP"), equipment list ("Equipment List"), and statement of work ("Statement of Work'), dated 2/18/98 Exhibit C Motorola service agreement ("Service Agreement") Exhibit D Clarifications to Motorola Proposal 98-13877/13I0 ("Clarifications") 6.1.2 Section 2 Definitions Capitalized terms used in this Agreement and not otherwise defined within the Agreement have the following meanings: "Communications System" or "System" is the communications system described in Exhibit B, including the Equipment and Software described in the System Description, Statement of Work, Acceptance Test Plan and Equipment List. "Equipment" is the equipment specified in the Equipment List included in Exhibit B. "Motorola Software" is software whose copyright is owned by Motorola. ®AWYOROL.A Confidential and Proprietary 6 ❖ l SECTIONI 6 TERMS AND CONDITIONS "Non -Motorola Software" is software whose copyright is owned by a third party other than Motorola. "Software" includes Motorola and any Non -Motorola Software that may be furnished with the Communications System. 6.1.3 Section 3 Scope of Agreement A. SCOPE OF WORK: Motorola will assemble and integrate the Equipment and Software, and deliver, install and test the Communications System at designated sites, as specified in Exhibit B and in accordance with this Agreement. Customer will perform its responsibilities as specified in Exhibit B and in accordance with this Agreement. B, CHANGE ORDERS: Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost of or time required for the performance of this Agreement, Motorola and Customer will agree to an equitable adjustment in the Agreement price or performance schedule, or both. Motorola is not obligated to comply with requested changes unless and until a change order is executed by both parties. C. ADDITIONAL PRODUCTS: For three (3) years after the Effective Date of this Agreement, Customer may submit purchase orders for additional portable and mobile subscriber products manufactured by Motorola's Land Mobile Products Sector that are then currently available. If Customer and Motorola have agreed to a convention for processing electronic data interchange ("EDI") transactions, purchase orders may be transmitted electronically. Each purchase order must specifically refer to this Agreement and will be an offer by Customer subject to Motorola's acceptance. Except for pricing and delivery terms, which must be stated on the purchase order, Customer and Motorola agree that the applicable terms of the main body of this Agreement will be the only terms and conditions that govern the purchase and sale of products identified on such purchase orders. Customer and Motorola agree that payment for all additional products so purchased will be due within twenty-five (25) days after the date of Motorola's invoice for the products. D. EQUIPMENT MAINTENANCE SERVICE: Customer may purchase maintenance service for the Communications System pursuant to the terms and conditions of the Motorola Service Agreement (Exhibit C). E. MOTOROLA SOFTWARE: Any Motorola Software furnished will be licensed to Customer solely according to the terms and restrictions of the Software M�MpTOR�4A Confidential and Proprietary •;• Section 6 Terms and Conditions License Agreement attached as Exhibit A. Customer hereby accepts all of the terms and restrictions of the Software License Agreement. F. NON-MOTOROLA SOFTWARE: Any Non -Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner. 6.1.4 Section 4 Performance Schedule A. Motorola and Customer agree to perform their responsibilities in accordance with the following performance schedule as supplemented by the schedule included in the Statement of Work: l . Motorola will ship the Equipment to designated Customer site(s) within 10 weeks after the Effective Date of this Agreement. 2. Motorola will install the Equipment within 2 weeIcs after the Equipment is delivered to designated site(s). 3. Motorola and Customer will complete acceptance testing within 2 weeks after installation is completed. B. By executing this Agreement, Customer authorizes Motorola to proceed with the manufacture, assembly, integration, delivery, installation and testing of the Communications System. No further notice to proceed, purchase order, authorization, resolution, or any other action will be required. 6.1.5 Section 5 Payment Schedule A. The total contract price is $440,351.83. Customer agrees to make payments to Motorola according to the following payment schedule: 1. 3 0 % of the total contract price is due 30 days after Customer executes this Agreement; 2. 50% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 10% of the total contract price will be invoiced immediately after the fixed network equipment is installed; and OlW0701��1L�1 Confidential and Proprietary 6 3 SECTION 6 y , TERMS AND CONDITIONS 4. 10% of the total contract price will be invoiced immediately after successful completion of acceptance testing. B. Overdue invoices will bear interest at a rate of 10% simple interest per annum, unless such rate exceeds the maximum allowed by law, in which case it shall be reduced to the maximum allowable rate. C. Customer hereby grants and Motorola reserves a purchase money security interest in each product purchased hereunder and in any proceeds thereof, for the amount of its purchase price. Upon request by Motorola, Customer agrees to sign any document required to perfect such security interest. Payment in full of the purchase price of any product purchased hereunder shall release the security interest on that product. D. If the total contract price does not include freight charges, all freight charges will be pre -paid by Motorola and added to the invoices, 6.1.6 Section 6 Installation and Site Conditions A. In addition to its responsibilities described in the Statement of Work, Customer agrees to provide a designated project director, procure any necessary construction permits, building permits, zoning variances and the like, provide access to the sites identified in the Exhibits as requested by Motorola, and have such sites available for installation of the Equipment by Motorola in accordance with the performance schedule and Statement of Work. B. If either Motorola or Customer determines during the course of performance of this Agreement that the sites identified in the Exhibits are no longer available or desired, or, if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated on the specifications in the Exhibits, Motorola and Customer will promptly investigate the conditions and jointly select replacement sites or adjust the installation plans and specifications as necessary. C. If Customer and Motorola determine that any change in sites, site availability, installation plans or specifications will require an adjustment in the contract price or in the time required for the performance of this Agreement, the parties will agree to an equitable adjustment in the price or performance schedule, or both, and this Agreement wilt be modified in accordance with Section 3,B of this Agreement. D. This Agreement is predicated upon normal soil conditions as defined by the version of E.T.A. standard RS-222 in effect on the Effective Date of this Agreement. (NMO7OROLA Confidential and Proprietary 6 4- 4 SECTION 6 . TERMS AND CONDITIONS 6.1.7 Section 7 Training Because there are costs associated with preparing a training program, if training is included in this Agreement, Customer agrees to notify Motorola immediately if a date change for a scheduled training program is required. A training program may not be rescheduled by Customer less than thirty (30) days prior to its scheduled start date without charge. 6.1.8 Section 8 System Acceptance A. Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance shall occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Customer and Motorola will jointly prepare a Iist of such omissions and variances which Motorola will correct according to an agreed upon schedule. B. Motorola agrees to notify Customer when the Communications System is ready for acceptance testing. Motorola and Customer agree to commence acceptance testing within fourteen (14) days after receiving such notification. If testing is delayed for reasons within the control of Customer or its contractors, agents and consultants for more than fourteen (14) days after notification, final payment will be due within forty-five (45) days after such notification and the Warranty Period will commence immediately. C. Motorola may, but is not obligated to, issue written authorization for Customer's use of the Communications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. 6.1.9 Section 9 Warranty A. Overview: Motorola's warranty is designed to provide the appropriate level of warranty coverage for the Communications System during the various phases of its implementation and use. Under the System Functionality Warranty, Motorola provides assurances that the Communications System will perform in accordance with the specifications included in Exhibit B. Upon System ASMOTOROLA Confidential and Proprietary 6 ❖ rJ SECTION 6 .• TERMS AND CONDITIONS Acceptance the System Functionality Warranty expires. Immediately thereafter, the Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance in accordance with the applicable limited warranties shown below, but in no event longer than eighteen (18) months after the Equipment is shipped from Motorola ("Warranty Period"). Unless otherwise specified in writing, the warranty period for non -Motorola manufactured Equipment will be as specified by its manufacturer. B. System Functionality Warrant. Motorola warrants that the Communications System will perform in accordance with the Motorola performance specifications included in Exhibit B. System Acceptance will constitute full compliance with and fulfillment of the System Functionality Warranty. C. Equipment Warrant . The Equipment is warranted to be free from defects in materials and worlonanship throughout the Warranty Period. Motorola, at its option and expense, will repair or replace defective Equipment, or refund the purchase price thereof, and such action on the part of Motorola shall be the full extent of Motorola's liability hereunder. The Equipment Warranty does not cover Software defects, Equipment defects caused by any equipment, software, products, elements or components not supplied by Motorola under this Agreement, nor does it cover Equipment that has been subject to misuse, accident, neglect, damage, or unauthorized alterations or repairs. Batteries are excluded but carry their own separate limited warranty. D. Motorola Software Warranty: Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit A. E. THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION OF THIS AGREEMENT ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED INCLUDING, WITHOUT LIMITATION, THE "LIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8.1.10 Section 10 FCC licenses and Authorizations Customer agrees to obtain all Federal Communications Commission ("FCC") licenses and authorizations required for installation and use of the Communications System prior to the scheduled installation of the Equipment. Although Motorola may assist in the preparation of license applications, in no event will Motorola or any of its M MOTOROLA Confidential and Proprietary *:• 6 SECTION 6 , TERMS AND CONDITIONS employees be an agent or representative of Customer in FCC matters. Customer is solely responsible for obtaining all FCC licenses and for complying with FCC rules. 6R 1.11 Section 11 Delays A. Successful project implementation will require cooperation and fairness between the parties. Because it is impractical to provide for every contingency which may arise during the course of performance of this Agreement, the parties agree to notify the other if they become aware that any condition will significantly delay performance. The parties will agree to reasonable extensions of the project schedule by executing a written change order. B. Under no circumstances will either party be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party ("Excusable Delays"). Such events include, but are not limited to, acts of Cod, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental action, bid protests, fire, strikes, lock -outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor. C. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities. If Customer delays Motorola's performance of its responsibilities, Motorola's performance schedule will be extended and Customer will make the milestone payments specified in Section 5 as if no delay occurred and will pay Motorola an equitable amount which reasonably compensates Motorola for such delays. 6.1.12 Section 12 Default A. If Motorola is wholly responsible for failing to complete delivery, installation or acceptance testing of the Communications System, Customer may consider Motorola to be in default, unless such failure has been caused by an Excusable Delay. Customer agrees to give Motorola written notice of such default. Motorola will have thirty (30) days from the receipt of such notice to provide a plan of action that is acceptable to Customer to cure the default. B. If Motorola fails to cure the default, Customer may terminate any unfulfilled portion of this Agreement. If Customer completes the Communications System through a third party, Customer may recover the reasonable costs of completing the Communications System to a capability not exceeding that specified in the Agreement, less the unpaid portion of the Contract Price. Customer agrees to AWOTOROLA Confidential and Proprietary 6 4- 7 SECTION 6 » , TERMS AND CONDITIONS use its best efforts to mitigate such costs, Motorola's liability under this Section 12 is subject to the limitations of Section 15, Limitation of Liability, of this Agreement. C. THE REMEDIES PROVIDED IN THIS SECTION OF THE AGREEMENT WILL BE THE FULL EXTENT OF MOTOROLA' S LIABILITY IN THE EVENT OF DEFAULT. 6.1.13 Section 13 Indemnification A. Motorola's Negligence. Motorola agrees to and hereby indemnifies and saves Customer harmless from all liabilities which may accrue against Customer on account of direct physical damage to tangible property or personal injury to the extent the damage or injury is caused by Motorola's negligence or recklessness, or that of its employees, subcontractors, or agents while on the Customer's premises during the delivery, installation, or testing of the Communications System pursuant to this Agreement. B. Patent and Copyright Infringement. Motorola will defend, at its expense, any suits against Customer based upon a claim that any unaltered Equipment directly infringes a U. S. patent or copyright, and Motorola will pay costs and damages finally awarded against Customer in any such suit, provided that Motorola is notified promptly in writing of any such claim and, at Motorola's request and expense, is given control of the suit and all assistance requested by Motorola in defense of the suit. At any time Motorola may elect, at its option and at no expense to Customer, to (a) obtain for Customer the right to continue use of the Equipment, (b) substitute equivalent equipment reasonably acceptable to Customer and extend this indemnity to the substituted equipment, or (c) accept the return of the Equipment and refund the full purchase price for the Equipment, less a reasonable charge for wear and depreciation. Motorola will have no liability to Customer for any infringement or alleged infringement of any patent or copyright caused by any of Customer's products or the combination of any Equipment with any equipment not furnished by Motorola. C. Motorola's indemnification of Customer under this Section 13 will be the full extent of Motorola's indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 6.1.14 Section 14 Disputes A. Motorola and Customer will attempt to settle any claim or controversy arising from this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, the dispute will be mediated (�l)MOYOROL-A Confidential and Proprietary 6 +° 8 SECTION 6 .- TERMS AND CONDITIONS by a mediator chosen jointly by Motorola and Customer within thirty days after notice by one of the parties demanding non -binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and Motorola and Customer will share the cost of the mediation equally. The parties may postpone mediation until they have completed some specified but limited discovery about the dispute. The parties may also replace mediation with some other form of non -binding alternate dispute resolution ("ADR") procedure. B. Any dispute that cannot be resolved between the parties through negotiation or mediation within two months after the date of the initial demand for non- binding mediation may then be submitted by either party to a court of competent jurisdiction in the State in which the Communications System is installed. Each party consents to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine oflaches, waiver, or estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two -month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. & 1.15 Section 15. Limitation of Liability Notwithstanding any other provision to this Agreement, 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 or services with respect to which losses or damages are claimed. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This Section 15, Limitation of Liability, will survive the expiration or termination of this Agreement. No action for a breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one year after the accrual of such cause of action except for money due upon an open account. ®MOTOROL.! confidential and Proprietary 6 +° 9 SECTION 6 TERMS AND CONDITIONS 6.1 a 16 Section 16 General A. TITLE AND RISK OF LOSS: Title to the Equipment will pass to Customer upon shipment of the Equipment, except that title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the facilities designated by Customer. B. TAXES: The purchase price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, all of which (other than federal, state, and local taxes based on Motorola's income or net worth) will be paid by Customer except as exempt by law. If Motorola is required to pay or bear the burden of any such taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of such taxes (including any interest and penalties) within thirty days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. C. CONFIDENTIAL INFORMATION: Customer will not disclose any material or information identified as Motorola proprietary and confidential to third parties without Motorola's prior written permission, unless Motorola makes such material or information public or disclosure is required by law. If Customer is required by law to disclose such material or information, Customer will notify Motorola prior to such disclosure. D. DISCLAIMER OF LICENSE: Except as explicitly provided in the Motorola Software License Agreement included in Exhibit A, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any license or right under any patents, patent applications, copyrights, trade marks, trade secrets or other intellectual property of Motorola. E. ASSIGNABILITY: This Agreement may not be assigned by either party without the prior consent of the other party except that Motorola may assign this Agreement to any of its affiliates without the prior consent of Customer. F WAIVER: Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. G. SEVERABILITY: If any portion of this Agreement is held to be invalid or unenforceable, that provision will be considered severable and the remainder of this Agreement will remain in full force and effect as if the invalid provision were not part of this Agreement. ®MOToffo" Confidential and Proprietary 6 '+' 10 Fl. HEADINGS AND SECTION REFERENCES: The headings given to the sections of this Agreement are inserted only for convenience and are not to be construed as part of t1lis Agreement or as a limitation of the scope of the particular Section to which the heading refers, 1, ENTIRE AGREEMENT: This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties, J. GOVERNING LAW: TIlis Agreement will be governed by and construed in accordance with the laws of the State in which the Communications System is initially installed. K. NOTICES: Notices authorized or required under this Agreement must be in writing and sent to the below addresses: City of Santa Ana Motorola, Inc. Attn: 9980 Carroll Canyon Rd, San Diego, California 92131 Attn: Contracts Department In witness whereof, the parties have caused duly authorized representatives to execute this agreement on the dates set forth below. ATTEST: C1 Y 0 TAII'/� L ✓ a ce C. A Pulido Clerk of the Council CI Date.- Date: MOTOROLA, INC.: Date: L Kelly . Kvista Area Controller (signatures continued on following page) Q-�)"070ROILA Confidentiai and Proprietary 6 *.. 11 SECTION 6 - TERMS AND CONDITIONS APPROVED AS TO FORM: Hugh W4�al Date: �— —HHa ford Assistant City Attorney APPROVED AS To ON T: Date:— ( .�ig iat— David N. Ream (Print Name) City Manager ('`A)WOYOHOLA Confidential and Proprietary 6 *.. 12 SECTION E ; TERMS AND CONDITIONS 6.2 EXHIBIT A - SOFTWARE LICENSE AGREEMENT This Software License Agreement is between Motorola, Inc., a Delaware corporation ("Motorola"), and the City of Santa Ana ("Licensee"). 6.2.' Section 1 Scope Licensee may acquire from Motorola's Land Mobile Products Sector ("LMPS") radio communication products ("Products") that contain embedded or pre -loaded Motorola software such as in a ROM, PROM, or EPROM, or other Motorola software provided on media such as a floppy disk, tape, diskette, or CD-ROM. All such software (including Radio Service Software and FLASHport® Software) is referred to as "Motorola Software." This Agreement contains the terms under which Licensee may use Motorola Software acquired from LMPS. 6.2.2 Section 2 Grant of License Motorola hereby grants to Licensee a personal, non-exclusive license under Motorola's applicable proprietary rights to use Motorola Software in accordance with the terms of this Agreement, 6.2.3 Section 3 Limitations on Use Licensee may use Motorola Software only for Licensee's internal business purposes and only as described in the Motorola Software or Product documentation. Any other use of Motorola Software is strictly prohibited and will be deemed a breach of this Agreement. Licensee may not copy, modify, adapt, merge with other software, reverse engineer, prepare derivative works of, or disassemble any Motorola Software for any reason, except that Licensee may make at most two copies of Motorola Software provided with infrastructure equipment for back-up purposes. Licensee must purchase a copy of Radio Service Software for each site at which Licensee uses Radio Service Software; Licensee may make one additional copy for each computer owned or controlled by Licensee at each such site. Licensee may temporarily use Radio Service Software on portable or lap -top computers at other sites. Prior to acquiring any Radio Service Software or upon Motorola's request, Licensee must provide a written list of all sites where Licensee uses or intends to use Radio Service Software. Licensee must reproduce all Motorola copyright and trademark notices on all copies of Motorola Software. 6 2.4 Section 4 Transfers If Licensee transfers ownership of Products to a third party, Licensee may assign its rights to use Motorola Software (other than Radio Service Software and FLASHport" (NMOTOROLA Confidential and Proprietary 6 +' 13 SECTION 6 .,-'TERMS AND CONDITIONS Software) embedded in or furnished for use with those Products provided that (a) Licensee transfers all copies of such Motorola Software to the new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request) completed and signed by the new owner. Otherwise, Licensee may not transfer or make available any Motorola Software to any third party. 6.2.5 Section 5 Ownership and Title Title to all copies of Motorola Software in any form, including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola. 6.2.6 Section 6 Confidentiality Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade secrets and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or other improper use of Motorola Software will result in irreparable harm to Motorola for which monetary damages would be inadequate, Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents who need to use Motorola Software for Licensee's internal business purposes, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of Motorola Software. 6.2.7 Section 7 Maintenance and Support No maintenance or support is provided under this Agreement. Maintenance or support, if available, will be provided under a Motorola Software Maintenance and Support Agreement. 6.2.8 Section 8 Limited Warranty For the first 120 days after initial shipment of Motorola Software, or, if the Motorola Software is provided pursuant to a Communications System Agreement between Motorola and Licensee, for the Warranty Period specified in such Agreement, Motorola warrants that the Motorola Software, when used properly, will be free from reproducible defects that materially vary from its published specifications. Motorola does not warrant that Licensee's use of the Motorola Software or the Products will be uninterrupted or error -free or that the Motorola Software or the Products will meet Licensee's particular requirements. Motorola warrants that each hardware, software, and firmware product delivered under this Agreement and listed as "Year 2000 Compliant" shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the year 1999 and the OMOTOROLA Confidential and Proprietary 6 `.+' 14 SECTION 6 ,''TERMS AND CONDITIONS year 2000, including leap year calculations, when used in accordance with the product documentation provided by Motorola, provided that all listed data or unlisted products (e.g., hardware, software, firmware) used in combination with such listed product properly exchange data with it, except that the RNC 3000 software will not be Year 2000 ready until April 30, 1998. This warranty shall extend through June 1, 2000. The remedies available for breach of this warranty shall be as defined in, and subject to, the terms and limitations of Motorola's Standard Commercial Warranty. Except as provided herein, nothing in this warranty shall be construed to limit any rights or remedies provided elsewhere in this Agreement with respect to matters other than Year 2000 performance. MOTOROLA'S TOTAL LIABILITY, AND LICENSEE'S SOLE REMEDY, FOR ANY BREACH OF THIS WARRANTY WILL BE LIMITED TO, AT MOTOROLA' S OPTION, REPAIR OR REPLACEMENT OF THE MOTOROLA SOFTWARE OR PAYMENT OF LICENSEE'S DIRECT DAMAGES UP TO THE AMOUNT PAID TO MOTOROLA FOR THE MOTOROLA SOFTWARE OR THE INDIVIDUAL PRODUCT IN WHICH THE MOTOROLA SOFTWARE IS EMBEDDED OR FOR WHICH IT WAS PROVIDED. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT THE MOTOROLA SOFTWARE "AS IS" AND WITH NO WARRANTIES OF ANY FIND. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 6.2.9 Section 9 Limitation of Liability IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 6.2.10 Section 10 Term and Termination Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and will continue in perpetuity unless terminated as follows. Licensee's right to use Motorola Software will terminate without notice upon a breach of this Agreement by Licensee. In addition, if Motorola reasonably believes that Licensee intends to breach this Agreement with respect to Radio Service Software or FLASHpore Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such Motorola Software. Upon termination, Motorola will be entitled to immediate injunctive relief without proving 8MOTORO" Confidential and Proprietary 6 ':' 1 J SECTION 6 . TERMS AND CONDITIONS damages and, unless Licensee is a sovereign government entity, Motorola will have the right to repossess all Radio Service Software and FLASHpoe Software in Licensee's possession. Within thirty days after termination of Licensee's right to use any Motorola Software, Licensee must certify in writing to Motorola that all copies of such Motorola Software have been returned to Motorola or destroyed. 6.2.11 Section 11 Notices All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the addresses at the top of this Agreement and, if to Motorola, to the LMPS. Technical Assets Manager, Room 2305. Change of address must be in writing to the other party. 6.2.12 Section 12 General A. COPYRIGHT NOTICES: The existence of a copyright notice on Motorola Software will not be construed as an admission or presumption that public disclosure of Motorola Software or any trade secrets associated with Motorola Software has occurred, B. NON-MOTOROLA SOFTWARE: Motorola may provide non -Motorola software to Licensee under the terms of separate license agreements with the owners of such software. Licensee will abide by the terms of these licenses. C. CAUSES OF ACTION: Licensee must bring any action under this Agreement within one year after the cause of action arises. D. WAIVERS: No waiver of a right or remedy of a party will constitute a waiver of another right or remedy of that party. E. ASSIGNMENTS: Motorola may assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Motorola Software, without prior notice to or consent of Licensee. F. ENTIRE AGREEMENT AND AMENDMENT: This Agreement contains the parties' entire agreement regarding Licensee's use of Motorola Software and may be amended only in a writing signed by both parties, except that Motorola may modify this Agreement as necessary to comply with applicable laws and regulations including FCC regulations. ®MOTOROLA4 Confidential and Proprietary 6 `O` 16 G. GOVERNING LAW: This Agreement will be governed by the laws of the United States of America to the extent that they apply and otherwise by the laws of the State of California. In. witness whereof, the parties have caused duly authorized representatives to execute this agreement on the dates set forth below. ATTEST a, ce C. Guy Clerk of the Council e " - - � k, Date: , "� - �j " Date: MOTOROLA, INC. UV Date:- A Kelly E. vista Area Controller APPROVED AST FORM: Date: Hugh Halfeord Assistant City Attorney APPROVED AS TO CON . ENT: Date: Signature) David N. Ream (Print Name) City Manager � MOTOROLA Confidential and Proprietary 6.#..17 Section 6 4, . arms and Conditions EXHIBIT ® CLARIFICATIONS TO MOTOROLA PROPOSAL 9$-138771BKP (Numbers correspond to sections in the Motorola Proposal) 2.3.4.1 If we go with the option of having Motorola install the VRM modems, will you still charge us for a half day class if we still want to train two of our own installers? If so how much, The additional charge for providing this class is $1,500.00. If you decide to add this, we can change your project services dollar amount to reflect this and delete the word "optional" in the Statement of Work, 3.1.2 While the system is down for four hours is the voice system also down? A simple clarification. The word "voice" as used in this context means that the data channel is to be free from any voice traffic. It does not refer to the Santa Ana voice system in any way, as it is on different radio channels and is unaffected by this statement. 3.1.3.1 Does the SAID need to provide a laptop and all associated connectors etc. or does the Motorola technician bring his own? Motorola will supply the laptop, required cables and connectors to perform the pseudo host test. 4.2.1.3 Do we get the same warranty on reconditioned parts as we do on new parts? Yes. 4.2.2.5 Will you have enough equipment to swap out several components i.e. 5 or 6 if we have problem of them all going down at the same time? Spare assemblies are provided for all the major components of the "fixed network". The sparing level is based on historic performance of the RNC and all associated supporting hardware. Spare assemblies could be shipped from Motorola's repair depot via next flight out from Chicago's O-Hare airport. Flight time from Chicago to Los Angeles International airport is about three hours and fifty minutes. 6.1.5 D is freight included in the contract price? If not please include it. Yes. Refer to the statement in Section 5.1, second paragraph: "All prices are FOB Santa Ana Police Department in ,Santa Ana, CA," 6,1.10 Do we need any new FCC licenses? ©MoronoLA Confidential and Proprietary 6 ++++ C Section 6 •:+ . firms and Conditions No, Motorola is only supplying a network controller (not frequency sensitive) and replacement radio modems that you should already be licensed for. 6.2.8 Is all equipment year 2000 compliant I have received a "soft" copy of a new Communications System Agreement (CSA) with verbiage that incorporates the Year 2000 ready warranty in Section 6,2.8. I will provide you hard copies of the new CSA so that Motorola can retain document control. For your reference, the section will read as follows: Section 8 Lactated Warranty For the first 120 days after initial shipment of Motorola Software, or, if the Motorola Software is provided pursuant to a Communications System Agreement between Motorola and Licensee, for the Warranty Period specified in such Agreement, Motorola warrants that the Motorola Software, when used properly, will be free from reproducible defects that materially vary from its published specifications. Motorola does not warrant that Licensee's use of the Motorola Software or the Products will be uninterrupted or error -free or that the Motorola Software or the Products will meet Licensee's particular requirements. Motorola warrants that each hardware, software, and firmware product delivered under this Agreement and listed as "Year 2000 Compliant" shall be able to accurately process date data (including, but not limited to, calculating, comparing, and sequencing) from, into, and between the year 1999 and the year 2000, including leap year calculations, when used in accordance with the product documentation provided by Motorola, provided that all listed data or unlisted products (e.g., hardware, software, firmware) used in combination with such listed product properly exchange data with it, except that the RNC 3000 software will not be Year 2000 ready until April 30, 1998. This warranty shall extend through June 1, 2000, The remedies available for breach of this warranty shall be as defined in, and subject to, the terms and limitations ofMotorola's Standard Commercial Warranty. Except as provided herein, nothing in this warranty shall be construed to limit any rights or remedies provided elsewhere in this Agreement with respect to matters other than Year 2000 performance, 6.1.16 J, and 6.2.12 G does the contract come under California or Illinois law? The Communications System Agreement (6.1.16J) is governed by the laws of the state in which the communications system is installed, in this case, the State of California. Other questions. Can Motorola give us any wiring diagrams harnesses etc. If our city yard is already working on cars prior to the installation of the VRM's, so they can save time by putting the wiring in? 8MOToAg0LA Confidential and Proprietary 6 C Section 6 -*.- , erms and Conditions Yes, An installation manual is available for the VRM and provides ample detail to perform wiring prior to attaching the VRM box. VRM cables and wiring can be ordered separately to allow the city to accommodate this process. Is a power supply for the laptops included in the Motorola wiring? No. This should be the responsibility Of Your laptop supplier. Is the second year maintenance fee included in the quoted cost of the contract'? If not do not put it in. No, it is not included in the system pricing. If You chose to consider the second year maintenance, signing of a separate maintenance agreement at contract signing, will secure the pricing presented in this package and "will not" be billed until the beginning of the maintenance period. Refer to the T's and C's on the back of Motorola's Service Agreement, In witness whereof, the parties have caused duly authorized representatives to execute this agreement on the dates set forth below. / ATT ST / T a m4c eC. Guy Clerk of the Council Date:— � .,.-/ X2 MOTOROLA, INC,., Kelly 4�i B. stad _ ' Area Controller APPROVED AS TO FORM Hugh Halford Assistant City Attorney APPROVED AS TO CONT T ('ignature) David N. Reaw, (Print Name) City Manager CIT O TAON A. Pulido yor Date: Date- 1�qAA U Date: Date: — (��MOTOHOLA Confidential and Proprietary