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HomeMy WebLinkAbout104031 MOTOROLA - CONTRACT - CONTRACT - MOTOROLA 09/13/02Communications System Agreement COMMUNICATIONS SYSTEM AGREEMENT Motorola, Inc., a Delaware corporation ("Motorola"), by and through the United States & Canada Group of its Commercial, Government, and Industrial Solutions Sector ('CGISS"), and the City of Fort Collins, Colorado, ("Customer") enter into this Communications System Agreement (the "Agreement"), effective on the date all parties have signed the Agreement (the "Effective Date"), pursuant to which Customer will purchase and Motorola will provide Customer with a Communications System. Section 1 EXHIBITS The Exhibits below are hereby incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Exhibit A Motorola software license agreement ("Software License Agreement") Exhibit B Technical Exhibits Exhibit B-1 System description ("System Description") Exhibit B-2 Statement of work ("Statement of Work") Exhibit B-3 Acceptance test plan ("Acceptance Test Plan" or "ATP") Exhibit B4 Equipment list/Pricing Exhibit B-5 Support Services/Training Exhibit C Maintenance and Support Agreements Exhibit C-1 Motorola service agreement ("Service Agreement") Exhibit C-2 Software Subscription Agreement ("Subscription Agreement') Exhibit D Statement of Work - After Hours On Site Infrastructure Response 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-4. "Motorola Software" is software whose copyright is owned by Motorola. "Non -Motorola Software" is software whose copyright is owned by a party other than Motorola. "Software" includes Motorola and any Non -Motorola Software that may be furnished with the Communications System. Section 3 SCOPE OF AGREEMENT r 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. l`,...a.....a K1_ nn ao�romrn Communications System Agreement In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the dates set forth below. City of Fort Collins Name John F. isc ac Title: City Manager Date: September 13, 2002 Name wanaa m. xrajicex Title: City Clerk Dater September 13, 2002 Appro To Form Assistant ity Attorney 9,", i3 OKCt:P4 James B. O'Neill Director of Purchasing & Risk Management September 13, 2002 Motorola, Inc. Name: STFVFN-1 o4l6 4 Title: AREA CONTROLLER Date: -2— //— p REVIEWED AND APPROVED AS TO FORM fL, a- �.a2 BOB SELF _._.. DATE MOTOROLA CONTRACTS AND COMPLIANCE DEPT. Contract No. 02-13153/RES Page 9 9/10/02 EXHIBIT A SOFTWARE LICENSE AGREEMENT Exhibit A — Software License Agreement EXHIBIT A SOFTWARE LICENSE AGREEMENT This Software License Agreement is between Motorola, Inc., a Delaware corporation ("Motorola"), and the City of Fort Collins, Colorado ("Licensee"). Section 1 SCOPE Licensee may acquire from Motorola's Commercial, Government, and Industrial Solutions Sector ("CGISS") radio communication products ("Products") that contain embedded or pre -loaded Motorola software such as in a ROM, PROM, or EPROM, or other Motorola software provided on media such as a floppy disk, tape, diskette, or CD-ROM. All such software (including Radio Service Software and FLASHport® Software) is referred to as "Motorola Software." In addition, third party software may be included which Motorola does not own but is licensed to distribute. The terms of this Agreement apply to any such third party software unless an additional license agreement pertaining to the third party software is enclosed, in which case the terms of such license apply to said third party software. This Agreement contains the terms under which Licensee may use Motorola Software acquired from CGISS. Section 2 GRANT OF LICENSE Motorola hereby grants to Licensee a personal, non-exclusive license under Motorola's applicable proprietary rights to use Motorola Software in accordance with the terms of this Agreement. Section 3 LIMITATIONS ON USE Licensee may use Motorola Software only for Licensee's internal business purposes and only as described in the Motorola Software or Product documentation. Any other use of Motorola Software is strictly prohibited and will be deemed a breach of this Agreement. Licensee may not copy, modify, adapt, merge with other software, reverse engineer, prepare derivative works of, or disassemble any Motorola Software for any reason, except that Licensee may make at most two copies of Motorola Software provided with infrastructure equipment for back-up purposes. Licensee must purchase a copy of Radio Service Software for each site at which Licensee uses Radio Service Software; Licensee may make one additional copy for each computer owned or controlled by Licensee at each such site. Licensee may temporarily use Radio Service Software on portable or 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. 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 FLASHporto Software) embedded in or furnished for use with those Products provided that (a) Licensee transfers all copies of such Motorola Software to the new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request) completed and signed by the new owner. Otherwise, Licensee may not transfer or make available any Motorola Software to any third party. Section 6 OWNERSHIP AND TITLE Title to all copies of Motorola Software in any form, including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola. Section 6 CONFIDENTIALITY Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade secrets and that unauthorized dissemination, distribution, modification, reverse engineering, disassembly, or other improper use of Motorola Software will result in 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. Contract No. 02-13153/RES Page 1 09-10-02 Exhibit A — Software License Agreement Section 7 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 or Communications Equipment 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 eliminates the functionality of a feature critical to the primary functionality of a system. The primary functionality of a voice communication system is subscriber -to -subscriber, subscriber -to -dispatcher, and dispatcher -to -subscriber voice communication. The primary functionality of a data system is point-to-point data transmission. 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. This limited software warranty does not include any warranty covering the processing of date data from, into, and between the year 1999 and the year 2000. Any such warranty would be provided expressly in a separately executed agreement. 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 KIND. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 8 LIMITATION OF LIABILITY IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 9 TERM AND TERMINATION Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this Agreement to Motorola, and either (a) Motorola returns a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Licensee, and will continue in perpetuity unless terminated as follows. Licensee's right to use Motorola Software will terminate without notice upon a breach of this Agreement by Licensee. In addition, if Licensee breaches this Agreement with respect to Radio Service Software or FLASHport® Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such Motorola Software. Upon termination, Motorola will be entitled to immediate injunctive relief without proving damages and, unless Licensee is a sovereign government entity, Motorola will have the right to repossess all Radio Service Software and FLASHportO 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. Section 10 NOTICES All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the below addresses. Change of address must be in writing to the other party. City of Fort Collins 300 LaPorte Ave. P.O. Box 680 Fort Collins, CO 80524 Attn: Mary Moore With copy to Jim O'Neill Motorola, Inc. Attn: Contracts and Compliance 6450 Sequence Drive San Diego, CA 92121 Exhibit A — Software License Agreement Section 11 GENERAL A. COPYRIGHT NOTICES. The existence of a copyright notice on Motorola Software will not be construed as an admission or presumption that public disclosure of Motorola Software or any trade secrets associated with Motorola Software has occurred. B. CAUSES OF ACTION. Licensee must bring any action under this Agreement within one year after the cause of action arises. C. WAIVERS. No waiver of a right or remedy of a party will constitute a waiver of another right or remedy of that party. D. 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. E. 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. In the event of such modification, Motorola shall provide Licensee with a copy of the modified Agreement within 15 days of such modification. F. 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 to which the Equipment is shipped. lln witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the dates set forth below. City of F�ns, Colorado By: Name: Jonn V. t1ischbach Title: City Manager Date: September 13, 2002 By: —�L"Y��ea Name: Man Title: City Clerk Date: September 13, 2002 Appro ed As-To/Form Assistant City Attorney Motorola, Inc. By: Name: STEVEN I PAI M Title: AREA CQKI1R0I I .: Date: '+ ,jEVIEWED AND APPROVED Ag TO FORM q. i BOB SELF MOTOROIA . "INTRACTS AND COMPLIANCE DEPT. James B. O'Neill Director of Purchasing & Risk Management September 13, 2002 EXHIBIT B-1 SYSTEM DESCRIPTION FORT COLLINS CITY OF FORT COLLINS SYSTEM DESCRIPTION SYSTEM OVERVIEW Motorola is pleased to provide the City of Fort Collins this proposal for a seven (7)- position dispatch console. The City of Fort Collins dispatch console is designed to network into the existing Consolidated Communications Network of Colorado (CCNC) wide area communications system. Two Central Electronics Banks (CEBs), located in Fort Collins, will connect to the CCNC's Embassy Audio Switch via dedicated T1-X bus digital circuits. The CCNC's console Local Area Network is to be extended to the Fort Collins location by using the existing digital link in use by the CCNC's Network Manager terminal located at the Fort Collins Dispatch Center. The existing router and hub will be used. Seven dispatch operator positions will be located at Fort Collins. A detailed listing of the console configuration will be given later in this document. CONSOLE SYSTEM DESCRIPTION CENTRACOM Gold EliteTm Radio Control Centers A member of Motorola's CENTRACOM GOLD series dispatch console product line, CENTRACOM Gold Elite Radio Control Center Consoles are the next generation of dispatch control products. CENTRACOM Gold Elite allows the greatest number of central dispatchers to communicate more effectively with field personnel over numerous channels in a wide area system. CENTRACOM Gold Elite combines maximum functionality with flexibility and reliability. Elite Radio Control Center Overview CENTRACOM Gold Elite is Motorola's top of the line software -based radio dispatch control center. The CENTRACOM Gold Elite radio dispatch control console is a software based radio dispatch console center featuring an intuitive, easy -to -use Graphical User Interface (GUI) that runs under the Microsoft Windows 2000 operating system. Elite operates on a Local Area Network (LAN) in a client -server architecture on an industry standard IBM compatible PC platform. Elite's highly recognizable icons are designed to reduce user training time and allow dispatchers to manage information more productively. Designed for effective, flexible dispatch communications, CENTRACOM Gold Elite provides a range of valuable features. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential sfO 'OAN7LA 9/11/2002 SECTION 1 M SYSTEM DESCRIPTION User Friendly The intuitive, Graphical User Interface (GUI) of the CENTRACOM Gold Elite operates under the Windows 2000 platform. A typical screen layout is shown in Figure 2. Elite's environment features the familiar standards used by other Windows programs worldwide. Screen layout, menus and icons are easy to understand and quickly recognizable by users. Elite's user-friendly graphics mean that dispatchers will learn to operate the console faster and be able to manage information more productively. Each dispatcher's screen can be customized. Dispatch screens are created by a supervisor and placed on the CCNC's server. Emergency plans, shift changes and other special situations can be quickly downloaded from the server. Dispatch positions may then access the different configuration screens over the LAN. Screens may be password protected to ensure proper usage. Once downloaded, it runs locally and independent from the server. Even if the server or LAN goes down temporarily, dispatching and radio/telephone communications will not be affected. The system uses a simple point -and -click response. The dispatcher has the choice of using a mouse or touch screen. Motorola is proposing 17-inch flat monitor touch screens in this proposal. A keyboard is not required for day-to-day operations and therefore is not included in this proposal. A foot pedal can be used to transmit audio in addition to other methods. The Elite system provides full volume control by individual channel and also via the select and unselect speaker control. Elite completes many dispatching tasks more quickly and easily than previous console models. Upgradeability Elite also supports the following Motorola radio communication systems: Conventional Analog, SmartZone TM, Conventional ASTROTM, and EmbassyTM. State of the Art Hardware and Software Functionality CENTRACOM Gold Elite runs on industry standard computer equipment: PCs, servers, and LANs. With Motorola's innovative design, information and updates for each operator position can be obtained quickly from the CCNC server. Real-time dispatching operates through the highly reliable control center electronics, or Central Electronics Bank (CEB), independent from the LAN. This gives dispatchers instant on -screen access to all the information needed to manage systems efficiently and effectively. Key radio, Use or disclosure o flits proposal is sublecf fo the resMlcfionr on the title pare O MOTDROLp Motorola Confidential 2 FORT COLLINS telephone and auxiliary input/output resources are integrated on one screen and available at the click of a button. The block diagram, Figure 1, depicts the typical architecture of the Gold Elite system. Tl X bus ETHERNET LAN BASE/REPEATER STATIONS ELITE CEB \ SERVER ELITE DISPATCH POSITIONS Figure 1: General diagram depicting the Gold Elite Architecture. Enhanced Configuration Tools CCN Consol7Seer ALIAS DB MANAGE RAND CONSOLE DB MANAGER CENTRACOM Gold Elite includes built-in, graphical software applications designed to allow custom configuration of workstations that will enhance dispatcher's productivity. Some of these applications are: w Elite Admin is a built-in program that gives supervisors an enhanced set of tools designed to manage the system and maximize dispatcher performance. m The Elite Admin program enables supervisors to easily customize individual or shared screen configurations. A variety of options are available that allow the supervisor increased flexibility to control, allocate and update system resources. m Console Database Manager allows single point configuration of each dispatcher workstation. Console Database manager is also used to configure CEB modules. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential © M07tOROLq SECTION 'I W SYSTEM DESCRIPTION m Elite Dispatch allows the individual operator to assign and de -assign any resource to the console. w Alias Database Manager provides online aliasing of radio unit Ids, status members, message numbers, and outbound phone numbers. CENTRACOM Gold Elite Value Added Capabilities w Key information and critical functions are clearly identified with easy to understand icons ra Gold Elite can be used with a mouse, trackball or touchscreen—a keyboard is not required for day to day operation of the system m Multi -tasking Windows 2000 environment eliminates the need for more than one CRT at a dispatcher's workstation. This saves valuable space and allows the dispatcher to perform more efficiently a Tools needed to communicate with field personnel are easily accessible. Channels/talkgroups are displayed on -screen in "folders" for prioritization ♦ Dispatchers can see information about callers, call type and call status instantly in the activity log. The activity log holds the last 1000 calls. Callers are identified by real names instead of numeric IDs. Aliases up to 14 characters in length can be stored, displayed and updated as needed. Up to 10,000 combined unit ID, status, messages, and phone speed dials may be stored. ♦ Dropdown menus and a graphical toolbar offer the dispatcher a wide range of additional capabilities. Radio channels/talkgroups, telephone lines, and auxiliary inputs/output items can all be displayed on one screen. m Ability to add new features via software —Elite features are licensed to owners by operator position, channel or system. Upgrades are easy and cost effective w Console Interface Electronics (CIE) —dispatchers can clearly hear radio and telephone calls through the speakers of the CIE. The general transmit button is placed on the front of the CIE for user accessibility and quick response to field personnel Use or disclosure o thts proposal is sub'ect to the resblcNans on the tle[e pa,Qe O e/osOrroLa Motorola Confidential S Communications System 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 both parties execute a written change order. 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 CGISS which are currently available at the time of order. If Customer and Motorola have agreed to a convention for processing electronic data interchange ("EDI") transactions, purchase orders may be transmitted electronically. Each purchase order must specifically refer to this Agreement and will be an offer by Customer subject to Motorola's acceptance. Except for pricing 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. MAINTENANCE SERVICE. During the first year after System Acceptance, software support is provided pursuant to the terms of this Agreement, and the Software Subscription Agreement. This Agreement does not cover equipment maintenance except as provided under the warranty. If Customer wishes to purchase maintenance, Motorola will provide a separate maintenance proposal upon request. After the first year following System Acceptance, Customer may purchase maintenance services and software support for the Communications System pursuant to a separately executed Service Agreement and Software Subscription Agreement. E. MOTOROLA SOFTWARE. Any Motorola Software furnished will be licensed to Customer solely according to the terms and restrictions of the Software License Agreement attached as Exhibit A. Customer hereby accepts all of the terms and restrictions of the Software License Agreement. F. NON-MOTOROLA SOFTWARE. Any Non -Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non -Motorola Software, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply. Section 4 PERFORMANCE SCHEDULE A. Motorola and Customer agree to perform their responsibilities in accordance with the performance schedule as set forth in the Statement of Work: 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. Section 5 PAYMENT SCHEDULE The total contract price is $496,500.00. Except for the first payment, which is due when Customer executes this Agreement, Customer agrees to make payments to Motorola within twenty-five (25) days after the date of invoices that will be submitted by Motorola according to the following payment schedule: 1. 40% of the total contract price is due when Customer executes this Agreement; 2. 30% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 30% of the total contract price will be invoiced immediately after System Acceptance. B. If the total contract price does not include freight charges, all freight charges will be pre -paid by Motorola and added to the invoices. Contract No. 02-13153/RES Page 2 9/10/02 FORT COLLINS CENTRACOM Gold Elite Options In addition to its rich feature set, CENTRACOM Gold Elite offers the following: w Auxiliary alarm inputs Motorola is proposing this option to the City of Fort Collins The Dual Instant Recall Recorder software allows users to record two channels, radio, telephone, radio and telephone conversations, digitally on a personal computer. (This software can also be configured to operate as single channel IRR). The system uses an individual PC where the recording files are stored on the PC's hard drive. Instant Recall keeps a database of all recordings, which allows for convenient "point and click" search and playback of any recordings. Once the software is installed on the CENTRACOM Gold Elite PC, the functions are controlled through a Graphical User hiterface (GUI) icon. In addition, the Instant Retrieval System has numerous special features such as the ability to attach text documents to recordings, a security system, multiple playback (which allows the user to playback more than one recording a the same time), and real time audio monitor (which allows the user to listen to the last two minutes of a recording in progress and there is no need to stop recording to be able to listen). The Instant Retrieval window allows the user to immediately access the recordings. The Instant Retrieval window initially opens on the newest recordings, but allows access to any recordings on the system. The recording can also be saved to the WAV file that the user specifies. This is useful if the user wants to save a specific recording to a floppy disk or to a personal network directory. Local Alarm Inputs There are 16 local alarm inputs. They accept locally generated, dry relay closures from a co -located, Ft. Collins provided alarm panel. Details of the Fort Collins Configuration The following information details the equipment necessary for the successful implementation of Fort Collin's Dispatch Console. Seven operator positions, each position: w Desktop mount Console Interface Electronics w Dual head set jacks w Footswitch Use or disclosure of this proposal is subject to the restricitons on the title page. Motorola Confidential OMcnw"OtLA SECTION 1 a SYSTEM DESCRIPTION w 9-inch gooseneck microphone w 100-foot plenum cable to CEBs yr 17.4" flat screen, touch screen monitor, beige in Mini -tower computer Two- (2) Three -Card Cage Central Electronics Banks w CEB1 Four Console Operator Interface Modules Six Base Interface Modules, Tone Remote Control BIMI BIM2 BIM2 BIM4 BIM5 BIM6 Six local alarm input buffers One 8-track talk group logging detrunker Trackl Track2 Track3 Track4 Tracks Track6 Track 7 Track 8 Battery backup Interface module to Tl-X bus digital link w CEB2 Three Console Operator Interface Modules Eleven Base Interface Modules, Tone Remote Control BIMI BIM2 BIM3 BIM4 BIM5 BIM6 BIM 7 BIM 8 BIM9 BIM10 BIMI 1 Ten local alarm input buffers One 16-track talk group logging detrunker Trackl Track2 Track3 Track4 Tracks Track6 Track 7 Track 8 Track9 Trackl0 Use or disclosure o/this proposal !s subiecf to the restrictions on the title page Motorola Confidential OA7071DROL.A 7 FORT COLLINS Track11 Track13 Track 15 Trackl2 Trackl4 Track 16 Battery backup Interface module to Tl-X bus digital link Connectivity Requirements Each CEB will connect to the CCNC's Embassy switch via a dedicated Tl-Xbus in a non -redundant configuration due to capacity limitations of the existing state owned microwave system. A single Tl-Xbus requires 2, Tl links. The link from the Fort Collins Dispatch Center to the microwave system will be a Fort Collins provided fiber optic circuit. The fiber to CEB demarcation points are to be located at the CEBs, no CEB to Fiber interface such as Customer Service Units (CSU) are being provided. Also, the existing console LAN has to be extended to Fort Collins so that the Fort Collins positions see the console LAN. This will be done by using the existing circuit that the CCNC network manger terminal uses; the existing router and hub will be used to connect the dispatch positions to the console LAN. Back Up Power Requirements Existing building back up power will be used. No additional back up power source is being supplied. Integration Design to CCNC Network and APCO 25 As part of this proposal, Motorola will integrate the new dispatch console into the CCNC SmartZone controller to be located at the Denver Transmitter Building in Denver, Colorado. The 6.0 controller location is referred to as the Network Master site. The new SmartZone network will operate with Motorola ASTRO 25 protocol, which is in compliance with the Association of Public Safety Communications Officers (APCO) Project 25 standard. This project was aimed to deliver increased features, reliability, operational integrity, and interagency interoperability. Motorola's SmartZone architecture is augmented with Internet Protocol (IP) or packet -based audio networking as well as other Project 25 components. The Motorola control channel data communications speed is increased from 3,600 bps to 9,600 bps as demanded by APCO 25. Other Motorola and industry -standard features are retained or upgraded as well. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confldential OM07tOROL.q SECTION 1 W SYSTEM DESCRIPTION After this integration, the City of Fort Collins will be part of a network that involves nearly 50 radio sites, over 6,000 users, and several dispatch centers operational on the network. Summary Motorola's CENTRACOM Gold Elite offers many enhancements along with flexibility to allow Fort Collins dispatchers the ability to do their job in the most efficient way possible. Each dispatch position can be configured to reflect the exact needs of those dispatchers, while being able to be changed and modified when needed. Many different hardware and software options allow for migration to capabilities that offer a customized work area that provides the required capabilities. Motorola strives to develop the exact dispatching requirements needed, while remaining within budgetary restraints, but allowing for future expansion and flexibility. Sample Screens Motorola has included several pages of sample CENTRACOM Gold Elite screens, Figures 2-12, which show how a typical console layout may look. The dispatch screens can be reconfigured to suit each operator's preference. The Console Database Manager (CDM) and Alias Database Manager (ADM) screens contain valuable information for the person managing the dispatch center. The CDM shows how the console resources are allocated. The Motorola System Integration team will meet with the Fort Collins Dispatch Manager to determine the most efficient screen layout. Once the layout has been determined, Motorola will program the console to meet the dispatchers' needs. Use or disclosure ofthrs proposal is sub/ect to the restrictions on the ttt(e page Motorola Confidential O Mo>notrotta 0 FORT COLLINS Dispatch P I Patch and Activity Log of all Auxiliary Input incoming calls to Status Line and Output Control the operator Figure 2: Example of a typical CENTRACOM Elite dispatch screen. Use or disclosure of this proposal is subject to the restrictions on the Btle page. O MO'rrOlip6,q Motorola Confidential 10 SECTION 1 a SYSTEM DESCRIPTION Figure 3: Gold Elite Sample Screen Showing Multiple Resources. Sample screen showing multiple resources, including relays, channels, and paging. Figure 4: Gold Elite Compressed Resource Example Screen. This sample screen shows compressed channel resources. use or disd=m ofthis proposal is sub ect to the restrictions on the title page Motorola Confidential 8 h►oroirou l i FORT COLLINS Figure 6: Gold Elite Opened Resource Example Screen. Example screen showing the channel resources when opened. Figure 6: Gold Elite Expanded Resource Example Screen. Example screen showing the fully expanded channel resource. Use or disclosure of this proposal Is subject to the restrtctlons on the title page. Motorola Confidential OM Morolroca 12 SECTION 1 m SYSTEM DESCRIPTION Figure 7: Elite Patch Operation Example Screen. Example screen showing the patch operation. Figure 8: Elite MultiSelect Operation Example Screen. Example screen showing MultiSelect Operation. Use or disclosure o this proposal is subject to the mstrictlow on the title page Motorola Confidential O MOTOROLA 13 FORT COLLINS Figure 9: Quick Page Example Screen. Example screen showing quick page buttons. Figure 10: Standard List Page Example Screen. Example of a typical screen used for standard paging. Use or disclosure of this proposal is sultect to the restrictions on the tide page. Motorola Confidential ® MOTDRpfLA 14 SECTION 1 Tr SYSTEM DESCRIPTION Figure 11: Console Database Manager Example Screen. Example of the Console Database Manager. Conventional Balgeman Bob 700007 Unit Burke Jim 700008 Unit Connor Jim 7000114 Unit Fueling 2 Message Fumarolo Art 700002 Unit Harrington Pat 700001 Unit Jackson Brett 700003 Unit Kaczor Glenn 700006 Unit Lunch 1 Message Maher John 700005 Unit oft duty 2 Status on duty 1 Cr.r... Figure 12: Alias Database Manager Programming Example Screen. Example of the Alias Database Manager. Use or disdo=m o this proposal is subject to the restrictions on the title Paw Motorola Confidential © MOT OMOLA 15 Communications System Agreement C OVERDUE INVOICES. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. 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, performance schedule, or both; and this Agreement will be modified in accordance with Section 3.6 of this Agreement. D. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date of this Agreement. Section 7 TRAINING 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 charge will apply to a training program rescheduled by Customer less than five (5) days prior to its scheduled start date. Section 8 SYSTEM ACCEPTANCE A. Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance will occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Customer and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule. B. Motorola agrees to notify Customer when the Communications System is ready for acceptance testing. Motorola and Customer agree to commence acceptance testing within ten (10) business 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 ten (10) business days after notification, final payment will be due within thirty (30) days after such notification and the Warranty Period will commence immediately. C. Motorola may, but is not obligated to, issue written authorization for 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. Section 9 WARRANTY A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after Contract No. 02-13153/RES Peas 3 014ninn EXHIBIT B-2 STATEMENT OF WORK FORT COLLINS 2. STATEMENT OF WORK Motorola is pleased to present this Statement of Work (SOW) describing the work to be performed for the installation, optimization, and testing of a CENTRACOM Gold Elite Console system for The City of Fort Collins and integration into the CCNC wide area network. This SOW also delineates responsibilities between Motorola and The City of Fort Collins as agreed to by contract. A Motorola Program Manager will lead the Motorola Systems Integration team ensuring a smooth implementation. The primary function of the Program Manager is to successfully implement the project within the schedule determined by Motorola and The City of Fort Collins. The Systems Integration team is comprised of the Program Manager, System Engineer, System Technologist, Account Manager and Wireless Advanced Communications. In addition, many people within Motorola will contribute to the successful implementation of this project. Changes to this document shall be made through a Change Order as described in the Communications System Agreement (CSA). A copy of a Change Order form is located at the end of this SOW. 2.1 PROJECT OVERVIEW The primary objective, as highlighted in this proposal, is to provide a CENTRACOM Gold Elite console system to provide dispatch services to The City of Fort Collins' existing RF infrastructure over Fort Collins provided links. In addition, Motorola will integrate City of Fort Collins Dispatch into the CCNC ASTRO 25 network. Motorola will provide equipment and services to install seven (7) Dispatch positions and integrate the Dispatch Center into CCNC as described within this proposal. The System Description and Equipment list, in sections 1 and 4, define the system functionality and equipment respectively. Motorola will review the system design and equipment configurations with The City of Fort Collins, manufacture equipment, and ship equipment to Wireless Advanced Communications or other facility designated by The City of Fort Collins in the Project Kickoff Meeting. Motorola will then install and optimize the system equipment at Fort Collins' facility. After installation, Motorola will perform the Acceptance Testing Procedures (ATPs) with observation by a Fort Collins representative. The ATPs are located in section 3 of this proposal. Upon successful completion of the ATPs, Motorola will provide Gold Elite training to the dispatchers. A Training SOW is located in section 5 of this proposal. Motorola will provide system documentation and transition the system support to Fort Collins's service provider, Wireless Advanced Communications. In addition, a Software Subscription Agreement is included in this proposal. All of the agencies on the CCNC ASTRO 25 network need to be on the Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential FORT COLLINS same software platform for the entire network to operate effectively. The Software Subscription Agreement is a cost effective way for The City of Fort Collins to upgrade the software on their Gold Elite Consoles as CCNC upgrades their software. 2.2 MOTOROLA GENERAL SYSTEM RESPONSIBILITIES Motorola will be responsible for the performance of all equipment provided by Motorola under this contract. The City of Fort Collins will assume responsibility for the performance of all other equipment necessary for completion of this project not provided by Motorola. Motorola's responsibilities on this project are further defined in the Project Schedule and in the Work Breakdown Structure (WBS), which is part of this SOW. Motorola's general responsibilities include the following: m Provide a Project Manager as a primary point of contact m Provide a project implementation team to implement The City of Fort Collins' system as defined in this SOW. m Schedule the system upgrades and cutover in agreement with The City of Fort Collins so as to minimize the downtime of the system and the impact to The City of Fort Collins. m Administer safety work procedures for construction and installation. 2.3 THE CITY OF FORT COLLINS GENERAL SYSTEM RESPONSIBILITIES The City of Fort Collins' responsibilities on this project are further defined in the Project Schedule and in the WBS, which is part of this SOW. The City of Fort Collins responsibilities include: m Provide a designated project manager for system implementation. m Supply primary commercial power, wiring, and cable terminations. m Supply the site links (i.e. telephone circuits, microwave, leased Tl, etc) as required by the system design. Motorola will provide the appropriate link specification to The City of Fort Collins shortly after the beginning of the project, or Project Kickoff Meeting. m Secure the right to use new site locations. 2.4 SYSTEM IMPLEMENTATION Implementation of the project will proceed according to the mutually agreed Project Schedule and WBS. The WBS and schedule define the project inter -dependencies of Use or disclosure of this proposal is subJect to the restrictlow on the title page. Motorola Confidential 8 MOTOPou SECTION 2 a STATEMENT OF WORK the tasks, as well as reflecting who is the responsible party for each task. A detailed WBS is part of this SOW. 2.5 SITE PREPARATION Motorola will begin work at a site only after mutual agreement by The City of Fort Collins and Motorola that the site is deemed ready. At a minimum, Site Ready requires a site to have adequate room in the existing building to accommodate the equipment to be installed, and electrical service and internal distribution in place. In addition, network testing must have been satisfactorily completed. Sites are required to meet or exceed the requirements as defined in the Motorola document "Fixed Network Equipment Installations" ("R56 Standard"). Motorola will perform Detailed Site Ready audits after contract signing. Motorola will provide a detailed site report identifying any opportunities for site improvements. All site upgrades not identified in this document specifically as a Motorola deliverable are the responsibility of The City of Fort Collins. To ensure maximum equipment performance, Motorola will begin installation of system equipment after site requirements are met. The City of Fort Collins will be responsible for any project delay costs if sites do not meet the site ready condition within the time required by the project schedule as determined during the Project Kickoff Meeting. The following is a list of some, but not all, of the specific site ready requirements for this project. Motorola would be pleased to provide a CD copy of the R56 standards to The City of Fort Collins upon request. 2.5.1 Single Point Grounding Requirement - The single point ground system is comprised of both internal and external components, which are bonded together, along with all other grounds at the site, to form the overall site grounding system. Internal - The City of Fort Collins shall provide a single point ground system to be used on all fixed equipment supplied under this contract. The ground system must include an internal master ground point, and sub -system ground points when applicable, located within (3) feet of the Motorola supplied equipment. External - The City of Fort Collins shall provide an external grounding electrode system that is designed and installed in accordance to the document "Standards and Guidelines for Communications Sites - R56. The grounding electrode system shall have a design goal of 5 ohms or less and shall be met whenever possible and/or practical. The grounding electrode system shall include an interconnection to all other grounding electrode systems and utility grounds at the site. Use or disclosure of this proposal it subject to the mstrtcdo m the Motorola Confidential FORT COLLINS System Impact -Equipment installed at a site that does not meet the grounding requirements of the Motorola document "Standards and Guidelines for Communications Sites - R56" and/or does not include an interconnection to all other grounding electrode systems and utility grounds at the site will be considered as NOT in "normal use" for warranty purposes. Also, equipment at the site that is not part of this project, which has been installed with installation deficiencies that Motorola determines will adversely impact the integrity of the Motorola supplied equipment, may also cause the equipment installed in this project to be considered NOT in "normal use" for warranty purposes if not addressed within 10 working days after notice. 2.5.2 Transient Voltage Surge Suppression Requirement -Transient voltage surge suppression for telephone circuits, AC power, radio frequency (RF) cabling, and all other applicable external connections and utilities are required to meet or exceed the Motorola document "Standards and Guidelines for Communications Sites - R56". System Impact - Equipment installed at a site that does not meet the Motorola document "Standards and Guidelines for Communications Sites - R56" transient voltage surge suppression requirements will be considered NOT in "normal use" for warranty purposes. Also, equipment at the site that is not part of this project, which has been installed with installation deficiencies that Motorola determines will adversely impact the integrity of the Motorola supplied equipment, may also cause the equipment installed in this project to be considered NOT in "normal use" for warranty purposes if not addressed within 10 working days after notice. 2.5.3 Electrical Requirement — Sites must have electrical service and electrical wiring that meets all applicable city, county, state, and National Electrical Codes (NEC) requirements. 2.5.4 Equipment Space Requirement — Sites must have sufficient floor and desk space for the Motorola supplied equipment as identified in the approved equipment installation location document. 2.5.5 Environmental Conditions ReaukMy t — Sites must have adequate environmental controls to meet the heating, ventilation, cooling, and humidity requirements for all equipment that will be installed at the site. This includes heating, ventilation, cooling, and humidity requirements. The use or auclosure Oflhis proposal Is subject to the restrictions on the title page. Motorola Confidential n M070AVOLA SECTION 2 m STATEMENT OF WORK sites must be free of hazardous materials such as fuels, asbestos, etc. Contact Motorola to obtain specific equipment specifications required for building environmental control sizing and design. System Impact — Equipment installed at a site that does not meet the environmental control requirements will be considered as NOT in "normal use" for warranty purposes. 2.5.7 Site Access Requirement — The City of Fort Collins shall provide site access for scheduled site walks, installation, optimization, system troubleshooting and completion of ATP. The City of Fort Collins shall use its best efforts to provide site access including transportation to sites that are not accessible by regular four-wheel drive vehicles. The City of Fort Collins shall be responsible for coordinating and scheduling with the Motorola Project Manager access to sites not directly controlled by The City of Fort Collins. 2.6 INSTALLATION AND OPTIMIZATION OF FIXED EQUIPMENT 2.6.1 Perform Installation of Motorola Supplied Equipment Motorola will install the equipment as defined by the Equipment List and WBS. Installation includes: delivery of equipment to ultimate destinations, placement and installation of equipment at the sites as defined by the system drawings and Motorola's R56 FNE Installation Standards. Motorola will connect equipment to the demarcation points defined in this SOW. The City of Fort Collins will provide any services required to interconnect other equipment to the CENTRACOM Elite console system from the Motorola demarcation point. Motorola will provide all tools, test equipment, and personnel to perform the Motorola installation and optimization tasks. 2.6.2 Perform On -Site Optimization and Test of Motorola Supplied Equipment Motorola will verify correct operation of all Motorola supplied equipment as the equipment is installed. After Motorola verifies that the equipment has been correctly installed, Motorola's System Technologist will optimize the entire system. Further, Motorola will verify and reset as necessary, all audio and data levels between Motorola supplied equipment and the inter -site transmission network demarcation points. m or disclosure of this proposal is subject to the restrictions m Motorola Confidential FORT COLLINS 2.7 ACCEPTANCE TEST PROCEDURES The ATP section of this proposal details the procedures to confirm that the system provided by Motorola is complete and meets the acceptance test criteria. Each segment will be tested independently using detailed check sheets to be provided by Motorola, as appropriate, and approved by The City of Fort Collins prior to commencement of acceptance testing. Resolutions to any deficiencies found during testing, shall be agreed upon and documented. If City of Fort Collins and Motorola agree that the documented deficiencies do not prevent productive operational use of the system, then the test will be deemed completed. Motorola will, however, remain responsible for the resolution of the documented deficiencies. Any system testing that The City of Fort Collins wants performed that is not specified in the ATP section of this proposal must be reviewed by Motorola for feasibility and acceptability. Any additional tests will represent a change in the project's scope. 2.8 SYSTEM DOCUMENTATION Motorola will provide documentation of the system configurations, physical installation, and system testing. Documentation is created and updated during the project. 2.8.1 Design Documentation Motorola will create or update the following documents during the design phase: w Block and level diagrams for the console integration. w Programming parameters 2.8.2 System Manual - "As -Built" Documentation Motorola will supply "as -built" documentation for the system. The documentation will consist of: w System drawings w Programming and level setting data sheets w Field ATP test sheets and results w R56 site audit w Warranty information Use or disclosure of this proposal is subJect to the restrictions on the title page. Motorola Confidential 8 MCTOROLA SECTION 2 In STATEMENT OF WORK w Service Provider Information 2.8.3 Equipment Manuals Motorola will provide two equipment manuals covering both standard and optional features. The content of these manuals is standardized and may not be specific to The City of Fort Collins. Some equipment manuals are only available in print. Some equipment manuals are available electronically. Motorola will provide the manual in the format that is standard for that product. No hard copies of the electronic manuals will be delivered under this contract. 2.9 SYSTEM AND FINAL ACCEPTANCE System Acceptance shall be controlled by the CSA. Each task requiring Acceptance Test procedures to be executed requires both The City of Fort Collins and Motorola representatives to witness and approve the test. Once the Implementation and ATP are completed, the project will be accepted as complete by The City of Fort Collins. System Acceptance is defined as beneficial use with punch list items still open, and will be signed by both The City of Fort Collins and Motorola. Once the punchlist items are complete, both The City of Fort Collins and Motorola will sign Final Acceptance. A copy of the Acceptance form is located in this SOW. 2.10 PROJECT SCHEDULE Motorola has included a project schedule as a part of this proposal. Implementation of the system will proceed in accordance with a project schedule that is jointly approved by the Motorola project team and the City of Fort Collins project team. The project schedule will be updated periodically to ensure all parties are apprised of the latest project status. The project schedule is based upon work being accomplished Monday through Friday during normal business hours. The overall schedule will depend on the Contract Award date and will be determined during the Project Kickoff Meeting. 2.10 CHANGE ORDER PROCEDURE Changes to the contract will be controlled by the CSA. A copy of the change order form is located in this SOW. Use or disclosure of this proposal is subJect to the restrkdons on the tide page. FORT COLLINS 2.11 WORK BREAKDOWN STRUCTURE The following WBS summarizes the project activities by phase. Each WBS task contains the following information: m WBS number m Action item to be performed m Deliverable m Who is accountable for the action item m Who has approval authority over that action item Use or disclosure of this proposal is =bJect to the restrictions on the tide page. Motorola Confidential 8 MOTOROLA > > = 3 0 m a Z v� 0o z z o d o r 0 r o r 0 a warm wpm m m Li- 0 N O ° O N O z-c 0 O C O O O O C 0 NUm NU � 10 0 NU Q dU2 F FL- IL- F 0 Z, U d 0 d IL- g W Ec —0 0a 3 N ¢ > V i O) O d o fa Y w N = m Q d 0 ° �U .d- ycn YI 19 N p co L .2 W C° O. 0 W �LL U tgUU E 0. C d GwN/ E yj N O w m m (D .-.yw� y O N pL C 'O C U N U O w 0) w N d w L =° m d O `/ N C L 'd0 _d m is W= C 3 , O Y m N U N N p E 0 > Z' .d, N .'_-. O. N 0 C O L - C m O p, m m O. m p 2 O +_r O. U d y 3 ..,d. G.'� = i4 v N = N N N ° N dd = .d, •L- f7 ,.d-. E° $° C C N C C N Fm ami c d w F-�o Vd E d a O N O d C N �'p O C N maU v Q O ydj .c .0 N � U 7 Y 0) L U E ((Opp . w U 0 E O 1 �€p Ly G. C@ y= E d .SD '7 « E N U U N i' C O •' C p U O) O d O_ V 0 7 8 LL Cr O 0 0 LL d a __ N —_ m N '0 O. CON H p N Z d .O Y C U d N C w 2 U O m= �6 E �. O L °.d+ 2- 3 C m'v 3= m C 7 m dv 0 0 C '~ +O+ ° oU y d CL -aQ�77 ,,,N���,,,E U t; FFes,_ O. C O = p N d C> j a V C...� d "L"' O_ p Q H Q d Q d t. 0. n i". O C �-.. m d 'N rr. N O C w d w 0 H d v C O y v Q in CO a U a U K w v w 46 co N M d �- (V (V N cV fV Communications System Agreement System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below. In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software is shipped from Motorola. Customer must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. Warranty services for the Warranty period will be in accordance with Exhibit D, "Statement of Work - After Hours On Site Infrastructure Response." B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit B. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below and the Software Warranty set forth in the Software License Agreement will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance where the functionality is reduced for reasons beyond Motorola's control including but not limited to i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or RF coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Customer changes to load usage and/or configuration outside the parameters specified in Exhibit B; v) any other act of parties who are beyond Motorola's control, including Customer or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non -Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, water, or neglect. c) Defects or damage occurring from testing, operation, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this Communications System Agreement. d) Breakage or damage to antennas unless caused directly by defects in material or workmanship. e) Equipment that has been subjected to unauthorized Equipment modifications, disassembly or repairs (including the addition to the Equipment of non -Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment which has had the serial number removed or made illegible. g) Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i) Equipment which, due to illegal or unauthorized alteration of the software/firmware in the Equipment, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Equipment at the time the Equipment was initially distributed from Motorola. j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. wo a a a wo g a' �� z z z va z a, w °d 0 0 ° o 0 w a3 m m o O N O O N 2 U° S O O O ,� C p �. 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FORT COLLINS Customer Name: Project Name: CCSI Staging Completion OR FNE Factory Shipment City of Fort Collins Representative: Date: Motorola Representative: Date: Print Full Name: Signature: Print Full Title: Signature: FNE Installation Complete City of Fort Collins Representative Date: Motorola Representative: Date: Print Full Name: Print Full Name: Signature: Signature: SYSTEM ACCEPTANCE The City of Fort Collins — agrees that all major provisions of the project provided by Motorola are complete and ready for the use intended, except for any minor defects and/or punchlist items noted below: The items listed below will be corrected by Motorola: Item Description Use or disclosure ojthis proposal is subJect to the restrictions on the title page, Motorola Confidential Complete Date 16 8 AfCn% WC LA SECTION 2 W STATEMENT OF WORK This agreement documents to the start of warranty on , and authorizes Motorola to bill for the remaining value of the contract, and it indicates The City of Fort Collins's agreement to make the final payment. City of Fort Collins Representative: Date: Motorola Representative: Date: Print Full Name: Print Full Name: Signature: Signature: FINAL ACCEPTANCE with no punch list items. City of Fort Collins Representative: Date: Motorola Representative: Date: Print Full Name: Print Full Name: Signature: Signature: Use or disclosure of this proposal is subject to the restrlctio on the title page. Motorola Confidential FORT COLLINS CHANGE ORDER FORM Purchaser: Name: Address: Change Order No. Date: In accordance with the terms and conditions of the Agreement dated the following changes are approved: Contract Price Adjustments: Original Contract Value $ Previous Change Order amounts #_ through #_ $ This Change Order # _ $ New Contract Value $ Payment terms will be Net 30days. A Charge of $ shall be invoiced upon delivery of Completion Date Adjustments: Original Completion Date Previous Schedule Change #_ through _ This Schedule Change # _ New Completion Date Unless amended below, all other terms and conditions of the Agreement shall remain in full force and effect. IN WITNESS WHEREOF, the said parties have caused this Agreement to be executed as of the last day and year signed below. The City of Fort Collins By: Name Title: Date: Motorola, Inc. By: Name Title: Date: Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential 18 8 AIv71DRo6A EXHIBIT B-3 ACCEPTANCE TEST PLAN Communications System Agreement k) Software. 1) Normal and customary wear and tear. D. YEAR 2000 EXPRESS WARRANTY. During the Warranty Period, Motorola warrants that each hardware, software, and firmware product delivered under this Agreement ("Product') 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 products (e.g., hardware, software, firmware) used in combination with such Product properly exchange date data with it. All Product manufactured by parties other than Motorola are warranted hereunder based upon Year 2000 statements, representations, and warranties made by these parties to Motorola. Motorola has not verified the content of those Year 2000 statements but is merely republishing those statements, representations, and warranties for purposes of this warranty. For any Product that utilizes third party computer operating system software, such as Microsoft Windows NT 4.0 or Windows 95, that third party software is warranted only with respect to the specific functions of it that are necessary in the performance of the Communication System provided under this Agreement. The remedies available for breach of this warranty shall be as defined in, and subject to, the terms and limitations of the Equipment Warranty provided above. Except as provided herein, nothing in this warranty statement shall be construed to limit any rights or remedies provided elsewhere in this Agreement with respect to matters other than Year 2000 performance. E. MOTOROLA SOFTWARE WARRANTY. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit A. F. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and is not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. G. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. 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 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. 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 God, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC licenses), governmental Contract No. 02-13153/RES Page 5 9/10/02 Section 3 m ATP CENTRACOM Gold Elite ACCEPTANCE TEST PLAN Date: Customer Name: MOTOROLA CENTRACOM GOLD ELITE DISPATCH CONSOLE City of Ft. Collins, Colorado Name of Motorola Representative supervising or performing ATP: Name of Customer Representative to verify ATP and "SIGN OFF' upon completion: Is this a new system or an "add on" to an existing customer owned system: Add on: _to CCNC_ New No. Equipment to be Tested Pass Fail N/A 1 CRT Central Electronics Bank 1.1 "Green LEDs" All cards with LEDs should show "green" if operating property 1.2 Hot Standby Power Remove 1 power supply fuse to Insure Hot Standby PS is working 1.3 Wiring Was wiring completed per industry standards? 1.4 Punch Blocks Are blocks labeled and lines designated by installer (as built doc) 2 CRT CIE Options 2.1 Multiselect Does the Multiselect option work properly 2.2 All Mute Does the all -mute button reset after programmed time (30 seconds?) 2.3 Alert tone options Does Alert 1, 2 and 3 work properly, if installed 2.4 Alarm Input controls Do Alarm inputs provide Indication with alarm 2.5 Dispatcher Intercom Does the dispatcher intercom work properly 2.6 Operator Channel Disable Does the Operator channel disable feature work properly 2.7 Radio Patch Can the dispatcher patch from 1 radio channel to another channel 2.8 Microphone Audio Microphone audio of sufficient level and quality for transmission 2.9 Headset Tx audio Is the headset transmit audio of proper level and quality 2.10 Supervisory Feature Does the Supervisory feature operate properly 2.11 Clock Is the digital clock set properly at the Supervisors console 2.12 VU meter Does VU meter on the CRT interface Indicate audio levels 2.13 Keypad Does the on screen keypad operate properly 2.14 Operator Intercom call Can operators talk via intercom using the MOM TALK switch 2.15 Volume Set Control. Can volume level on channel window be adjusted and does it come out of speaker adjusted Use or disclosure of this proposal is mbJect to the restricfiona or the fide page. Motorola Confidential 2 9/11/2002 © A/OTIVRo/LA Section 3 m ATP No. Equipment to be Tested Test to Perform Pass Fail N/A 3 CRT Operator Position (Tests for Radio Channels) 3.1 Rptr Tx and RX audio Is the audio on transmit and receive level acceptable on each BIM (set specifically per system) 3.2 Radio Channels Are all "windows" installed to meet the customers requirements 3.3 Indicators Are all of the visual alarm Indicators operating properly on the screen 3.4 PTT I.D. If PTT I.D. is used, does the I.D. display properly in the window 3.5 Programming Have all channels and features been programmed 3.6 Windows Are widows sized, and options shown as required by the customer 3.7 Takeover Can Supervisor "takeover'this channel from other operators 3.8 Select Channel/Speaker 3.9 Unselect Channel/Speaker 3.10 Call function 3.11 Busy Function 3.12 Tuunked CCW 3.13 Tuunked CCW 3.14 Conventional CCW 3.15 Conventional CCW 3.16 Move Window 3.17 Multiple Frequency base 3.18 Mouse Operation 3.19 Touch screen 3.20 Footswitch 3.21 CPU storage 4 TRUNKING FEATURES 4.2 Emergency Alarm 3 Audio from selected channel comes from select speaker Audio from unelected channel(s) comes from unselect or designated speaker Does indicator flash when call received on a channel When one position is transmitting, busy indicator appears on others for that channel Transmit from each trunked channel and verify transmission is heard on field unit Transmit from field unit and verify trunked ID and audio is received at each console Transmit from conventional channel and verify transmission is heard on field unit Transmit from field unit and verify that transmission is received at console Can move windows when move window is selected from display submenu Can operator change freq on multiple freq base stations (Fi - F8) etc Does the Mouse Operate the cursor on screen properly Do touch screen selections with finger operate properly Does the footswitch operate properly with headset 8 microphone Are the Operator Position computers stored as customer desires Does emergency button on portable result in emergency alarm at consoles Use or dtsclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential 9/11/2002 ® nroTOAKH-A Section 3 w ATP 8 ELITE OPTIONS / FEATURES 8.1 8.2 8.3 8.4 8.5 8.6 LAN Network Alias Data Base Mgr Alias Data Base Mgr ADM / CDM CDM software ELITE Op Does the LAN network support all local users Does the server Interface to the client positions via LAN properly Does the server download to client positions, configurations & Aliases Does the server allow new additions/deletions/configurations to be made Can system configurations be completed for all positions as required Are Folders, aliases and tiles programmed per customer needs 9 SPARE EQUIPMENT 9.1 9.2 Spare Cards Spare Operator Equipment Have all CEB spares been tested "on line" in the CEB Has all Spare console position equipment been checked on line Pass Fall N/A 10 10.1 10.2 10.3 10.4 10.5 Call Logging Recorder Detrunked audio Mic audio Radio Receive audio Telephone audio Installation (Existing logging recorder) If trunking is supported, is the detrunked audio recorded properly Is the Mic audio from the CRT dispatch position recorded properly Is each radio channel recorded properly Is the telephone audio recorded properly for each CRT position Is the installation in accordance with industry standards (R56) 4 Use or disclosure of this proposal is subject to the restrictions on the title page. 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IX e LU W VZWWR'Zpwa<00 � Z,,UOaF-NQhg��Ow0 <OwQQ W H Z F-QD m-j d i 2 z IQ-- o} o W N O y 0 w w �z~Oo ow3U->ZCO w22 QDf7JJ 0zw>0 Lo 0zZ Q m a a � O p 2 2 0 0 Z S S O Z o n n F- O O Z Z O O O z Z Unto — MQQwwQQ Uww W F- p 00 m m Q Q 0) V N O O (NO NN�n zzzaa 0) 0 0 0 0� U)((pnCl) It LO N M LO 0 N n 0000tov) l0 O O DUUO0 HNXXXXX F-XX 00 O z w 2 a w w U ui W m z Z W 2 w z Z O w a J F 0 O Z 9 t EXHIBIT B-5 Support Services/Training Table of Contents TABLE OF CONTENTS 1111 Il j I �C0 INSTRUCTORS EFFICIENCY INTEGRATION OF TRAINING MOTOROLA ADVANTAGES TRANSFER OF KNOWLEDGE QUALITY OF INSTRUCTORS QUALITY OF MATERIAL KNOWLEDGE RETENTION TYPES OF TRAINING AVAILABLE INSTRUCTOR LED TRAIN -THE -TRAINER RESIDENT TRAINING END -USER TRAINING SELF -STUDY PREREQUISITES 3 3 3 4 4 4 4 TRAINING PLAN / MATRIX - CITY OF FORT COLLINS 7 COURSE DESCRIPTIONS g INTERACTIVE END USER TOOL HIT TERMS AND CONDITIONS 7 Training Proposal (8 Norona" Overview Motorola's Worldwide Learning Services organization dedicates itself exclusively to offering the most comprehensive training available for Motorola's advanced radio equipment. We understand that your equipment is a highly sophisticated communications instrument, and as such, requires specialized training to fully realize the equipment's potential. Thus, you need quality training that only Motorola delivers for quality Motorola products. Instructors Motorola's Customer Training Center offers advanced training facilities, resources, and techniques to help you achieve the maximum potential from your communications investment. A successful training experience also requires expertise and dedication on the part of the instructor as well as the trainee. At Motorola, our technical instructors have extensive backgrounds in RF communications, microwave technology, telephony, digital logic and microprocessors, as well as computer science. Instructors' formal training varies from postgraduate degrees in occupational education and electronics to a variety of military instructor programs. Since continuing education is crucial to continued success, Motorola instructors receive more than 100 hours of training annually in communications technology and training techniques. Our close relationship with product design and development ensures current, accurate information for every product. Efficiency Using Motorola technology to its fullest will assist performance at every level of system operation. Over the life of your system, these efficiencies add up to large dollar amounts. Receiving the proper training increases your employees' efficiency in their use of the system. Integration of MotoroWs Worldwide Learning Services organization is unmatched in their Training ability to deliver integrated training packages to virtually any type of client. From sophisticated training need analysis to ongoing training throughout the life cycle of your product or system, Motorola's Worldwide Learning Services can help ensure that your investment in training today is an investment for your future. September 11, 2002 Communications System Agreement action, bid protests, fire, strikes, lock -outs, and other labor disruptions, material shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor. C. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities. In the event of a Customer delay during the time of shipment, Motorola may ship the equipment as scheduled to a location as designated by the Customer or if no such location is designated, a Motorola designated storage facility for which Customer agrees to pay all fees. If Customer delays Motorola's performance, the performance schedule will be extended, the Customer will make the milestone payments as if no delay occurred, and the parties will execute a Change Order to compensate Motorola for reasonable charges incurred because of such delays. Such charges include, but are not limited to, costs incurred by Motorola and/or its subcontractors for additional freight, warehousing and handling; suspending and re -mobilizing the work; additional engineering and standby time calculated at then current man - day rates; and preparing and implementing a'work around" plan. Section 12 DEFAULT A. If Motorola fails to complete delivery, installation or acceptance testing in accordance with this Agreement, Customer may consider Motorola to be in default, unless 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 use its best efforts to mitigate such costs. Motorola's liability under this Section is subject to the limitations of the Section entitled Limitation of Liability of this Agreement. C. THE REMEDIES PROVIDED IN THIS SECTION OF THE AGREEMENT WILL BE THE FULL EXTENT OF MOTOROLA'S LIABILITY IN THE EVENT OF DEFAULT. Section 13 INDEMNIFICATION A. GENERAL INDEMNITY. 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 own expense, any suit brought against the Customer to the extent that it is based on a claim that the Equipment or Motorola Software infringe a United States patent or copyright, and Motorola will pay those costs and damages finally awarded against the Customer in any such suit which are attributable to any such claim, but such defense and payments are conditioned on the following: i) Motorola must be notified promptly in writing by Customer of any notice of such claim; ii) Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise; and III) should the Equipment or Motorola Software become, or in Motorola's opinion be likely to become, the subject of a claim of infringement of a United States patent or copyright, Customer will permit Motorola, at its option and expense, either to procure for Customer the right to continue using the Equipment or Motorola Software or to replace or modify the same so that it becomes non -infringing or to grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be based upon generally accepted accounting standards for such Equipment and Software. Motorola will have no liability with respect to any claim of patent or copyright infringement which is based upon the combination of the Equipment or Motorola Software furnished hereunder with software, apparatus or devices not furnished by Motorola, nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Equipment. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof. ® worn� Training Proposal Motorola Advantages Transfer of Successful system implementation as well as ongoing system management and Knowledge maintenance can be greatly enhanced by the careful transfer of knowledge from Motorola in-house experts to system managers, technicians, and end users. Critical elements of knowledge transfer include knowledgeable instructors, well. designed courseware, lab activities, and system hardware and software that closely parallels your operating environment integrated with proper system documentation. To understand your specific configuration and product features, there is a well- defined communication link between Worldwide Learning Services and Motorola's field personnel. This link keeps us apprised of any special issues that arise. Applying this approach allows us to provide tailored system manager, technician, dispatcher, and end user training. Through careful Needs Analysis, we design and develop training that enables you to become self-reliant with your equipment. This training can take place at one of our training centers or at your location. Quality of A careful blending of background, experience and continuous training creates a Instructors grounded, intellectually stimulating, and accessible instructor that will professionally deliver your training. Understanding that, the instructor will generate a training environment where students feel empowered to learn. You can be assured that your Motorola instructor utilizes the Needs Analysis of your product or system. The process also ensures that your instructor readily understands the equipment, fashioning a smooth and effective training event. Quality of Course material performs a vital role in the training process and in the transfer Material of knowledge to the job site. It is not enough for the material to look professional. Course curriculum follows a design philosophy that instructors adhere to during the training event. Good course materials are easy to use, well integrated into the course design. Because Motorola follows research -driven instructional design methodology, our course materials are specifically designed for ease of use and effective transfer of knowledge to the job. Course curriculum can be tailored to reflect your individual product. We provide relevant documentation pertaining to your product during the training event. September 11, 2002 Training Proposal ® sro+orro. Knowledge Following a training event, the knowledge learned can sometimes be lost in the Retention transition to the operating environment. To maximize retention and transfer to the job, our instructional designers conduct task analyses to determine performance criteria as part of the Motorola design process. Motorola's Worldwide Technical Education training methodology is based upon several key criteria: ❖ Course design is driven by an analysis of learner needs. ❖ Learning objectives are based upon what learners need to accomplish on the job. •S Our training strategies are based upon maximizing transfer of skills to the job, and retention/reuse of effective learning. Motorola accommodates these criteria in the following ways: ❖ Course content is focused on how-to, rather than theory. ❖ Class discussions are application based. ❖ Training incorporates maximum hands-on lab opportunities. ❖ Integration of customer specific job aides into the classroom experience and the lab activities, as well as through video support. Course design, based on these customer -driven performance objectives, has determined that task -driven courses provide better knowledge retention for the students. Because of the course design, students will maintain the knowledge taught and apply it for immediate results that will extend the life of your product. Oepwmoer i i, LuuL ® �� , Training Proposal Types of Training Available Based upon our years of experience, we have determined that the following type(s) of training will best serve your needs for comprehensive training education. Instructor Led Our qualified instructor(s) will lead your students through the requested course tailored to your system. Maximal instructor -led lab time has been allocated to help educate students in specific and everyday occurrences of programming, maintenance, and troubleshooting associated with your product. Train -the- Our instructor delivers training to the designated members of your training staff. Trainer During the Train -the -Trainer event, we will utilize your familiar equipment to deliver training to your trainers, thus ensuring a smooth transfer of knowledge. Resident Students attend training conducted at one of our training centers. Because of the Training diverse customer -base that attend resident training, the equipment is modeled upon a standard configuration. End -User We also offer a separate program for your subscription users. The End -User Training Training program tailors all training material to exactly match your system and radios. We can provide the training or train your trainers to deliver training. Self -Study This option allows students to follow a Computer Based Training module on CD-ROM or other media that will enhance their skills on -site. This option can be used in conjunction with instructor -led courses. requisites We strive to provide a training experience that exceeds your expectations. You can help us ensure a positive experience by reviewing prerequisite requirements that are designated in your training plan. Prerequisites provide critical foundation knowledge that will be built upon during your classroom training. As such, the instructor will not be able to cover content that is included in prerequisites so therefore it is imperative that you complete them. If not, your subsequent training class may not provide the desired learning results. ■ E 6 Q � 0 LL 0 A III � A !p k = e w e Q § S E 8 § § J ) ) ) [ )gym 0q / } o ± } ± ƒ \ �) ) ) ■ u-- k uw4 uIE. ® woraao,.w Training Proposal Course Descriptions In the process of assessing your training needs, Motorola has identified the following course(s) that are necessary to achieve your training goals. Attached below are descriptions for each training course, if available, included in this proposal. Presented below are the standard course outlines. While the standard courses are encouraged, the class outline may be tailored for your quotation. Thus the outline(s) below may not exactly match your quoted class length and content. Training Proposal ® •WTVVIC� CENTRACOM Gold Elite Console Training Target Audience Dispatch console operators, supervisors and support personnel Course Description This course provides Dispatch Console Operators with an introduction to the dispatch console, its basic operation and to the tailored job aids available for assistance in operation. The learning experience is a mix of video, instructor led facilitation and hands — on activities to help console operators perform common tasks associated with their console's operation. Required Pre -work None Recommended None Pre -requisites Course Objectives • Perform basic operational tasks of the dispatch console • Utilize the provided job aids to perform specific tasks associated with the console • Understand a high level view of the system configuration • High level overview of the customer system configuration • General console operation • Proper operating procedures for specific customer features September 11, 2002 ® Training Proposal CENTRACOM Gold Elite Console Outline A. Basics 1. Explain component parts of Console 2. CPU 3. Interface with volume controls a. Mic (condenser and boom)/Headset jack b. Main volume control C. Radio to phone control d. Telephone to radio control 4. Mouse a. Choose / APB b. General transmit C. Instant transmit 5. Monitor a. Radio Work Area (RWA) b. Summary Area C. Status Box 1.) Mode State Line 2.) General Status Line 3.) Link State Line 4.) Error Line 5.) Clock Line d. Menu Key Line 6. Colors of Text and Icons on screen a. Green Background - the talkgroup is selected b. Red (flashing) Background — an emergency call is in progress C. Red Letters — incoming call d. Dark Blue Background — patch indication e. Black letters — audio is muted f White letters — audio is not muted g. Red Letters — incoming call h. Gold Letters — channel busy i. Blue Letters — channel patch is busy j. Yellow Letters — private call received k. Gray Color — not available at this time 7. Border colors a. Selectable except Red, reserved for emergency B. Features 1. Multiselect a. APB b. Instant transmit 2. Patch a. Active b. Idle C. Empty 3. Paging a. Manual b. Alphabetic C. Numeric 4. Signal a. P/C b. Call alert 5. Display a. Leave Windows 10 Training Proposal ® WOrCWCMA Q F:# b. Move windows C. Show Hide Special a. Intercom b. Supervisor C. Diagnostic d. Public Address e. Emergency Setup f. Emergency reset g. All mute h. Channel Marker (for conventional Mode only) Monitor Help September 11, 2002 11 Training Proposal CENTRACOM Gold Elite ADMIN End User Training Target Audience System Administrators and System Managers Course Description The Elite ADMIN End User Training provides participants with the knowledge and skills to manage and utilize the Elite Admin application. Through facilitation and hands on activities the participant learns how to customize the console screens Required None Pre -work Recommended • Basic Understanding of the Elite console's operational characteristics Prerequisites Course Objectives • Understand the relationship of CDM/ADM Databases to the ADMIN program • Understand the menu items and tool bar icons • Edit folders, multiselect/patch groups, auxiliary input output groups, windows and toolbars • Add/delete folders iZ Training Proposal ® uoro+re" I. CENTRACOM Gold Elite ADMIN End User Training A. Discuss relationship of CDM/ADM Database to ADMIN B. Starting the ADMIN C. Creating a new configuration D. Discuss ADMIN screen and menu items at top of screen E. Editing resources I. Viewing a resource 2. Setting up resource headers 3. Setting up features and modifying icons 4. Setting up audio features F. Editing Folders 1. Selecting folders 2. Adding resources to folders G. Edit Multiselect/patch initial setup H. Editing auxio groups 1. Creating group 2. Modifying a group I. Editing auxio floating windows 1. Establishing a floating window 2. Adding a group to a floating window J. Editing tool base I. Setting up 1 or 2 tool bars 2. Assigning tool to toolbars 3. Enable/disable clock display 4. Editing preferences 5. Setting up activity log 6. Building customer alias list 7. Building custom speed dial phone list 8. Editing dispatcher menu items 9. Building custom page list K. Adding folders L. Deleting folders Customizing folders 1. Naming folders 2. Naming Multiselect/patches 3. Reordering folders N. Changing folder tab widths September IL 2002 11 Communications System Agreement C. Motorola's indemnification of Customer under this Section 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. 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 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 of laches, waiver, or estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two -month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. Section 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 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. Section 16 GENERAL A. TITLE AND RISK OF LOSS. Title to the Equipment will pass to Customer upon nilhlEmllomnnt mmomIN111111It n-fl IIII I , to customer ® .roragou Training Proposal Alias Database Manager (ADM) Applications Program Target Audience Dispatch console supervisors or System Administrators Course Description This course will provide an introduction to the special operation of the supervisory console. In addition, the operation of the Alias Database Manager (ADM) Applications Program will be discussed and demonstrated with facilitation and hands-on activities. Required None Pre -Work Recommended None Prerequisites Course Objectives . The participant will be able understand and perform the functions required in the operation of the ADM program. 14 Training Proposal ® •rorawcw Alias Database Manager (ADM) Application Program Alias Database Manager (ADM) Application Outline A. Overview B. Scenario C. Specifications and Prerequisites D. Starting the ADM E. Menu items, Tool Bar Icons, Systems Selection F. Creating and Alias Book G. Creating Alias Entries I. Selecting the Alias length 2. Discussing and Demonstrating Adding a Unit ***Bold Items May Not Apply To All Customers*** 3. Discussing and Demonstrating Adding Individual Pages (Elite) 4. Discussing and Demonstrating Adding Page Groups (Elite) 5. Discussing and Demonstrating Adding Dialing (Elite) 6. Discussing and Demonstrating Adding Messages 7. Discussing and Demonstrating Adding PCII and PCIIe Aliases 8. Modifying Individual Page Membership (Elite) 9. Discussing and Demonstrating Adding Status 10. Deleting an Alias 11. Finding an Alias H. Sorting the Alias Entry List I. Printing the Alias Entry List J. Importing and Exporting as Alias Book K. Backing up the ADM L. Restoring the ADM M. Exiting the ADM com,.. ha' i i onAl ® morc� Training Proposal Centracom Gold Elite Operator TRAIN THE TRAINER Target Audience Designated customer training personnel Course Description This course provides the customer's identified training personnel with the knowledge of, and practice applying training techniques that they will need to enable them to successfully train their students. Trainers will use video, facilitation, and hands-on activities to facilitate learning events supported by tailored or customized training materials and job aids. They will become proficient at discussing the common tasks associated with operation of the customer's radios as identified by the Customer Training Needs Analysis. Note: Course given as customer specific, will cover options pertinent to customer equipment Previous training experience and radio system knowledge preferred. Prerequisites Course The participant will be able to employ the toolkit resource needed to facilitate Objectives learning events supported by the End -User Training Toolkit. Train -the -Trainer sessions for radio user / operator trainers will typically consist of a training event following the basic outline: 2. 3. 4. 5. 6. 7. 8. 9. 10 Present the provided system overview video (when applicable). Discuss high level overview of the customer's system configuration. Present the Radio or Console Overview Video as appropriate. Review pre -work material with students. Distribute the User Reference Materials. Proceed through the Instructor's Guide provided for the group and product being taught. Present Toolkit training philosophy/methodology. Review Toolkit contents. Demonstrate technique for training using the end -user toolkit materials. Conduct practice sessions with trainers. 16 Training Proposal ® M INTERACTIVE End User Tool Kit The new Interactive End User Tool Kit enables Motorola to make a departure from the existing paper -based training materials used for end user delivery. This training tool utilizes PowerPoint software that allows the instructor to demonstrate radio and console features on a computer screen as if the product were actually tied into a live system. Audio has been incorporated into the application to make this simulation possible. An added benefit to this new offering is the ability to modify the presentation to include new features. Each Tool Kit includes: one day of Instructor delivery and a license to copy materials. The Tool Kit enables the customer to customize thew training materials and make changes on demand. If the customer wants Train -the -Trainer, then (8) eight is the maximum number of students per class If the customer wants a Motorola instructor to deliver end user training only, then (15) fifteen is the maximum number of students per class. NOTE: (2) two students per one radio or training console are required for effective learning to occur. Interactive End User Tool Kit features simulation and interactivity, which the current hard copy materials do not offer at all. Some of the benefits of the new training tool Each Interactive End User Toolkit (iEUT) includes: • One day of instructor -led training. • A site license, which gives the customer the ability to copy the toolkit for other users who are in the same location. • Toolkit updates for 2 years. • Allows interactive simulation for end user training, which enables training to occur prior to system cutover, as if the users were operating on a live system. • Extremely high usability because the tool has been developed in PowerPoint, which is an application that most customers have. So, they have no additional investment here in programming software, etc. • The capability to insert additional slides to add text identifying the customer's Standard Operating Procedures (SOPS). • Customers can put the presentations up on their own web site because the price includes a license. • Eliminates paper -based materials that can become outdated quickly. • It is an effective training tool that the customer can use over and over again. (ex. Refresher training for someone who returns from disability or maternity leave. Supports the issue of "turnover") • User friendly.... contains an interactive demonstration on how to configure the materials. ®MOTOROLA Training Proposal • Interactive simulations on how to activate product features. • Ability to generate the different radio and system tones, which is particularly beneficial when, training must occur prior to the cutover of a new system. • A presentation that can be customized for each agency using the system. Terms and Conditions 1. A successful training event requires that the students have adequate time for hands-on intervention with their equipment. The customer or project team shall supply product equipment. This includes all necessary test equipment, cables, card extenders, etc. 2. A successful training event requires that the students have adequate time for hands-on intervention with their subscriber units. The customer or project team shall supply product equipment. Motorola's Customer Training Center recommends that there be one subscriber unit available per user present in the training session. In the case of console end user training, Motorola's Customer Training Center recommends that there be at least one console position for every two dispatch operators. In the case of 91 Icall taker training, Motorola's Customer Training Center recommends that there be at least one 911 call taker position (including monitor) for every two call takers. 3. A successful training event also requires appropriate facilities in which to deliver training. The customer or project team will ensure that the necessary equipment (which can include but is not limited to chalkboard, projector, screens, student tables and chairs) is in place for the training event. 4. Student materials will be furnished by Motorola's Customer Training Center. 5. While it is important that Motorola meets, the customer's requested training dates, the final class dates are determined by instructor availability. This is especially important when training in a language other than English because of the limited resources available. 6. School dates will only be established once payment has been received by Motorola's Customer Training Center. Without payment, Motorola reserves the right to cancel a field school. By supplying agreed form of payment, Customer or project team accepts all terms and conditions. 7. Acknowledging there are costs associated with preparing a training program, the Customer agrees to notify Motorola immediately if Customer or project team requires a date change for a scheduled training program. Within 5 days of scheduled training, if a class is cancelled or postponed, the Customer will pay 100% of the instructor delivery rate and any additional costs which have been incurred, i.e. airfare cancellation, materials, shipping, etc. If Motorola is able to reschedule the instructor, then the instructor delivery rate will be waived accordingly. 8. The effort has been made in advance to gather all relevant information to produce this proposal and is based on information available at this time. Additional information made available later may require Motorola to update this proposal and the price. 9. All prices are valid throuffh the year 2002 unless specified otherwise. An increase of 5% - 10% for each subsequent year may apply. 1s EXHIBIT C-1 SERVICE AGREEMENT Exhibit C-1 Service Agreement EXHIBIT C-1 SERVICE AGREEMENT THIS SERVICE AGREEMENT is entered into by and between Motorola, Inc. ("Motorola") and the City of Fort Collins, Colorado ("Customer"). Section 1 DEFINITIONS "Service Agreement" means this Service Agreement and its Attachments; "Equipment" means, collectively and in part, the communication equipment that is specified in the Attachments or that is subsequently added to this Service Agreement. Section 2 ACCEPTANCE The terms and conditions set forth in this Service Agreement and in Attachments will become the Service Agreement only when acknowledged and accepted in writing by Motorola's Schaumburg, Illinois Service Department. Section 3 SERVICE DEFINED A. Motorola agrees to provide services for the Equipment as specified in the Attachments and in accordance with the following standards: (i) Motorola parts or parts of equal quality that are new or are warranted as "like new" will be used; (ii) the Equipment will be Serviced at levels set forth in Motorola's product manuals; and (iii) routine service procedures that are prescribed from time to time by Motorola for its products will be followed. B. All communication equipment purchased by Customer from Motorola ("Additional Equipment") that is part of the same communications system or of similar type as the Equipment covered under this Service Agreement will be automatically added to this Service Agreement and will be billed at the applicable rates after the warranty period has expired. Motorola may also provide additional services ("Above -Contract Services") at Customer's request that will be billed at Motorola's then applicable service rates. C. All Equipment must be in working order on the Start Date of the Service Agreement or at the time the Equipment is added to the Service Agreement. Customer must provide a complete serial number and model number list either prior to the Start Date or prior to the time that the Equipment is added to the Service Agreement and must indicate in the Attachments any Equipment that is labeled intrinsically safe for use in hazardous environments. D. Customer must immediately notify Motorola in writing when any Equipment is lost, damaged, or stolen. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives such written notice. E. If Equipment cannot, in Motorola's opinion, be properly or economically serviced for any reason including excessive wear, unavailability of parts, the state of technology, or the practical feasibility of the scope of Services as specified in the Attachments or Motorola Statement of Work, Motorola may: (1) modify the scope of Services related to such Equipment; (2) remove such Equipment from Service Agreement; or (3) increase the price to Service such Equipment. F. Customer must notify Motorola or Motorola's Subcontractor immediately of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of service purchased as indicated in the Attachments. Section 4 EXCLUDED SERVICES A. Service does not include the repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse from causes such as lightning, power surges, or liquids. B. Unless specifically included in the Attachments, Service does not include repair or maintenance of any transmission line, antenna, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has Exhibit C-1 Service Agreement no obligation or responsibility for any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium. C. Unless specifically included in the Attachments, Service of Equipment does not include items that are consumed in the course of normal operation of the Equipment, such as, but not limited to, batteries, magnetic tapes, and computer supplies. D. Service does not include reprogramming of Equipment; accessories, belt clips, or battery chargers; custom or Special Products; modified units; or software. E. Service does not include certification programs, software support, reprogramming, or modifications to Equipment related to assuring the correct processing, providing, or receiving of date data from, into, or between the year 1999 and the year 2000. Section 5 RIGHT TO SUBCONTRACT/ASSIGNMENT Motorola may assign its rights and obligations under this Service Agreement and may subcontract any portion of Motorola's performance called for by this Service Agreement. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in the Attachments. When Motorola performs service at the Equipment's location, Customer agrees to provide Motorola, at no charge, a non -hazardous environment for work with shelter, heat, light, and power and with full and free access to the Equipment. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing that enable Motorola to perform its obligations under this Service Agreement. Unless otherwise specified in the Attachments, the hours of Service will be hours of 8:30 a.m. to 4:30 p.m., excluding weekends and holidays. Section 7 PAYMENT Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice within thirty (30) days of the invoice date to the Motorola office designated by Motorola. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments (except income, profit, and franchise taxes of Motorola) now or hereafter imposed on this Service Agreement by any governmental entity. Motorola does not by this Agreement make any price guarantees except as stated in the Order Form. Section 8 WARRANTY Motorola warrants that its Services under this Service Agreement will be free of defects in materials and workmanship for a period of ninety (90) days beyond the expiration or termination of this Agreement. Customer's sole remedies are to require Motorola to re -perform the affected Service or to refund, on a pro-rata basis, the Service fee paid for the affected Service. MOTOROLA DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 9 CERTIFICATION DISCLAIMER Unless signed by a Motorola authorized signatory, Motorola specifically disclaims all certifications regarding the manner in which Motorola conducts its business or performs its obligations under this Service Agreement. Section 10 DEFAULTITERMINATION A. Customer agrees to provide Motorola written notice of any default of this Service Agreement to state the nature of the default. Noncompliance with regulatory laws or disadvantaged business entity requirements may not be cause for default. If Motorola does not cure the default within sixty (60) days, Customer may terminate that portion of the Service Agreement that is in default by giving Motorola thirty (30) days prior written notice. B. Any dispute will be resolved by mutual agreement. C. Neither party is liable for delays or lack of performance resulting from any causes such as strikes, material shortages, or acts of God that are beyond that party's reasonable control. Exhibit C-1 Service Agreement Section 11 LIMITATION OF LIABILITY Notwithstanding any other provision, Motorola's total liability for losses, whether for breach of contract, negligence, indemnity, warranty, or strict liability in tort, is limited to the price of twelve months of Services sold. IN NO EVENT WILL MOTOROLA BE LIABLE FOR LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LIQUIDATED DAMAGES, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 12 EXCLUSIVE TERMS AND CONDITIONS A. Customer acknowledges that the Service Agreement supersedes all prior and concurrent agreements and understandings, whether written or oral, related to the services performed. The Service Agreement or Attachments may not be altered, amended, or modified except by a written agreement signed by both parties. B. Customer agrees to reference this Service Agreement on all purchase orders issued pursuant to this Service Agreement. Neither party will be bound by any terms contained in Customer's purchase order or elsewhere (even if it is attached to the Service Agreement). In the event of a conflict between the main body of this Service Agreement and any Addenda or Attachments, the main body of this Service Agreement will take precedence, unless the Addendum or Attachment specifically states otherwise. Section 13 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission ("FCC ") or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 14 OWNERSHIP OF INTELLECTUAL PROPERTY A. This Service Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the products sold or Services performed under this Service Agreement. B. Motorola reserves the right to limit access to its confidential and proprietary information including cost and pricing data. Section 15 GENERAL TERMS A. If any court renders any portion of this Service Agreement unenforceable, the remaining terms will continue in full force and effect. B. THIS SERVICE AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. C. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. D. Except for money due upon an open account, no action may be brought for any breach of this Service Agreement more than one (1) year after the accrual of such cause of action. E. The Service Agreement will begin on the Start Date specified in the Attachments. This Service Agreement will renew, for an additional one year term, on every anniversary of the Start Date unless either party notifies the other of its intention to discontinue the Agreement within thirty days of that anniversary date. Page 3 Exhibit C-1 Service Agreement F. If Motorola provides Service after the termination or expiration of this Agreement, the terms and conditions and any prices in effect at the time of the termination or expiration will apply to that Service. Iln witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the dates set forth below. City of Fort Collins, Colorado Motorola, Inc. By: Name: Title: Date: By: Name: Title: Date: Communications System Agreement C. Motorola's indemnification of Customer under this Section 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. 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 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 of ]aches, waiver, or estoppel to affect adversely the rights of either party. Either party may resort to the judicial proceedings described in this paragraph prior to the expiration of the two -month ADR period if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to such party or any of its affiliates, agents, employees, customers, suppliers, or subcontractors. Section 16 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 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. Section 16 GENERAL A. TITLE AND RISK OF LOSS. Title to the Equipment will pass to Customer upon delivery to customer 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 to 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. EXHIBIT C-2 SOFTWARE SUBSCRIPTION AGREEMENT Exhibit C-2 Software Subscription Agreement EXHIBIT C-2 SOFTWARE SUBSCRIPTION AGREEMENT This Motorola Software Subscription Agreement ("Agreement") is between Motorola, Inc., a Delaware corporation ("Motorola") by and through its Commercial, Government, Industrial Solutions Sector (CGISS) and City of Fort Collins, Colorado ("Customer"). Section 1 DEFINITIONS "Core Release" — A new version of Software which adds Features and major enhancements. These new versions are signified by changes to the first digit of the version identifier number (e.g. SmartZone 2.0.3 to SmartZone 3.0). "Enhancement Release" — A superseding issue of Software which adds to, improves, or enhances the performance of Software Features contained in the then currently shipping Software version. These releases are signified by changes to the second digit of the version identifier number (e.g. SmartZone 3.1 to SmartZone 3.2). "Feature" — A Software functionality. "Standard Feature" — An additional software functionality for components of Customer's system that is available to Customer in the standard software release. "Optional Feature" — An additional software functionality issued with a Core Release that is available to Customer at additional cost. "Special Product Feature" — Features specially developed for Customer which contain Customer unique functionality. Section 2 SUBSCRIPTION PROGRAM During the term of this Agreement, Motorola will provide Customer with the software subscription services described below ("Software Subscription Program") for upgrade capable Motorola communication equipment that is in the Customer configuration identified in Exhibit A to this Agreement. Non -Motorola Software (i.e., Software whose copyright is owned by a party other than Motorola) and some Motorola Software are excluded from this Software Subscription Program. Examples of excluded Motorola Software are: Software developed or provided by a Motorola business sector other than CGISS; Radio Service Software; mobile and host applications, message switch, and related software (such as TxMessengerTm, Premiere MDCT , AirmobileT and Virtual Control Head) that are marketed by Motorola's Integrated Solutions Division of CGISS or by Motorola's affiliated companies, Printrak International, Inc. and Suncoast Scientific International. If these excluded Software products are applicable to your System, they may be covered by a separate maintenance and support agreement. A. Motorola will provide periodic Motorola Software Enhancement Releases applicable to Features currently provided to Customer by Motorola under a Software License Agreement. Customer is responsible for the purchase of additional hardware that is necessary to upgrade to the newly issued Enhancement Release. B. Motorola will provide those Standard Features included in a Core Release which apply to Customer's existing system components. Customer is responsible for the purchase and license of additional products, hardware, and/or software that are necessary to migrate to the newly issued Core Release. C. Optional Features issued with a Core Release are not provided pursuant to the Software Subscription Program but are available to Customer, as a Program subscriber, at a discounted price under a Exhibit C-2 Software Subscription Agreement separate agreement. The discount available to Customer for voice system Optional Features will be 20% off the current Motorola list price. The discount available to Customer for data system Optional Features will be 15% off the current Motorola list price. Once an Optional Feature is provided to Customer, Customer will be entitled under this Agreement to all Enhancement Releases for that Optional Feature. D. Special Product Features previously developed by Motorola unique to Customer's system may require additional engineering effort to be incorporated into a Enhancement Release or Core Release so that the Special Product Feature will not be overwritten upon its installation. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into a Enhancement Release or Core Release and whether additional engineering effort is required. Customer will be responsible for all charges associated with any additional engineering required for each Enhancement Release or Core Release that it chooses to install. Such equipment and engineering are not included as part of the Software Subscription Program and may be provided pursuant to a separate agreement. E. Motorola will issue to Customer at the below address bulletins announcing Enhancement Releases and Core Releases. If Customer desires to obtain the announced Enhancement Release or Core Release, it must contact its Motorola representative. If needed, Customer should contact its local service provider for installation assistance. Customer Contact for Bulletin Receipt City of Fort Collins 300 LaPorte Avenue P.O. Box 580 Fort Collins, CO 80522-0580 Attn: Mary Moore F. Because Enhancement Releases may include minor performance enhancements, Customer is encouraged to periodically upgrade the Motorola Software operating on its System with the most current Enhancement Release (e.g. SmartZone 3.0.1 to SmartZone 3.0.2). Customer may choose not to install a new software release, however, customer acknowledges that by so choosing, it may limit or eliminate the applicability of future releases to its system. G. Because the Software Subscription Program includes Enhancement Releases for only the currently shipping software version and those prior versions that Motorola may be supporting during the term of the Agreement, Customer is encouraged to migrate the Motorola Software operating on its Communications System to the most current Core Release (e.g. SmartZone 2.0.3 to SmartZone 3.0). If Customer's system is not maintained to a currently supported software version, all Core Releases and Enhancement Releases may not be compatible with Customer's existing System. Additional hardware, Motorola Software, and engineered modifications may be required if Customer desires to migrate to a particular Core Release or Enhancement Release. Such additional hardware, Motorola Software and engineering are not included as part of the Software Subscription Program and may be provided pursuant to a separate agreement. If the size and complexity of Customer's System warrants, Motorola may provide consultation services to determine the technological, operational and financial impact of installing a particular Core Release or Enhancement Release on the System, pursuant to a separate agreement. Section 3 FEES AND PAYMENT Exhibit A contains the annual SSA program fees and payment terms. The fees listed are based upon Customer's current Motorola equipment configuration as indicated in Exhibit A. Customer must promptly notify Motorola of any change in this configuration and Motorola will calculate revised fees (effective at the beginning of the next subscription year) based on the new configuration. Motorola will refund to Customer any amounts previously paid for SSA program fees that are reduced due to a new configuration. If the SSA program fees are increased due to a new configuration, Customer will pay any additional amounts within thirty days after receipt of an invoice from Motorola. Exhibit C-2 Software Subscription Agreement Section 4 TERM AND TERMINATION A. The term of this Agreement is indicated in Exhibit A and shall terminate at the expiration of that term unless extended by mutual agreement of the parties. B. The Customer may terminate this Agreement at any time prior to the expiration of its term by providing written notice of such termination to Motorola. Such termination will be effective at the next annual anniversary date following Motorola's receipt of the written notice. Motorola will refund to Customer any pre -paid Software Subscription Program fees for the terminated period. C. The Agreement will automatically terminate if, at its annual anniversary date, the software version in Customer's then current configuration is no longer supported by Motorola or if Motorola discontinues the Software Subscription Program, in which case Motorola will refund to Customer any pre -paid Software Subscription Program fees for the terminated period. Section 5 TAXES Customer is responsible for all taxes due as a result of this Agreement, if any, other than taxes based on Motorola's income; if Customer is a tax-exempt entity, upon execution of this Agreement, Customer must provide Motorola with tax exemption certificates from the appropriate tax authorities. Section 6 EXCLUDED SERVICES The SSA program does not include repair or replacement of hardware or software defects not corrected by the Enhancement Releases and Core Releases nor does it include repair or replacement of defects resulting from any nonstandard or improper use or conditions or from unauthorized installation of Motorola software. Section 7 OWNERSHIP AND USE OF SOFTWARE All rights and title to Motorola software furnished to Customer under this Agreement remains vested exclusively in Motorola. Customer's use of such Motorola software is subject to the terms of the Motorola software license agreement executed by Customer or, if no such agreement has been executed, Motorola's standard software license terms apply, which will be sent to Customer upon written request. Section 8 DEFAULT Motorola at any time may suspend subscription services or terminate this Agreement if (a) Customer fails to pay any fees within thirty days after such fees are due, (b) Customer fails to correct a breach of this Agreement within thirty days after notice from Motorola of such breach, (c) Customer's right to use Motorola software under a Motorola software license agreement expires or is terminated, or (d) Customer replaces its Motorola communication system with a non -Motorola communication system. Upon such termination, any unpaid SSA program fees will become immediately due and payable. Section 9 LIMITATION OF LIABILITY MOTOROLA'S TOTAL LIABILITY ARISING FROM THIS AGREEMENT WILL BE LIMITED TO THE AGGREGATE AMOUNT OF SSA FEES PAID TO MOTOROLA BY CUSTOMER. IN NO EVENT WILL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 10 GENERAL A. NOTICES: All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the below addresses. Change of address must be in writing to the other party. City of Fort Collins 300 LaPorte Avenue P.O. Box 580 Fort Collins, CO 80522-0580 Attn: Mary Moore With a copy to Jim O'Neill Exhibit C-2 Software Subscription Agreement Motorola, Inc. Attn: Contracts and Compliance 6450 Sequence Drive San Diego, CA 92121 B. FORCE MAJEURE: Motorola will not be liable to Customer for any failure to perform services due to events beyond Motorola's reasonable control including labor disruptions. C. ACTIONS: Customer 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 either party will constitute a waiver of another right or remedy of that party. E. ASSIGNMENTS: Customer may not assign any of its rights under this Agreement without Motorola's prior consent. F. ENTIRE AGREEMENT AND AMENDMENT: This Agreement, along its Exhibit A, contains the parties' entire agreement regarding the SSA program and may be amended only in a writing signed by both parties, except that Motorola may modify this Agreement without joint consent as necessary to comply with applicable laws, rules, and regulations. G. GOVERNING LAW: This Agreement will be governed by the laws of the State of Colorado. City of F? ollins, Colorado Motorola, Inc. By: By: — �— Name: Name: STEV N I PAi M Title: John F. Fischbach Title: AREA COUTROLLFF1 ana — Y g Date: Sentemher 13 20� Date: By:` Name: an a ajice Title: City Clerk Date: September 13, 2002 ;770 T Form �°��k_ Jrnev ames B. O'Neill Director of Purchasing & Risk Management Contract No. 02-1315,T�tgmber 13, 2002 Page 4 09-10-02 ATTACHMENT TO EXHIBIT C-2 (SSA) Attachment 1 To Exhibit C-2 System Configuration ATTACHMENT T SYSTEM CONFIGURATION O EXHIBIT C-2 (SSA) Choose and complete only ONE of the sections below: I. DataTAC System SSA Number of Network Controllers in Operation Number of Data Subscriber Devices in Operation (Forte, VRM, etc.) IP Messaging for DataTAC (Yes / No) RNC Redundancy for DataTAC (Yes / No) Network Management for DataTAC (Yes / No) Mobility Management for DataTAC (Yes / No) Security Services for DataTAC (Yes / No) II. SmartZone System SSA Number of Sites (in addition to the Prime Site) Number of Repeaters in Operation Number of Subscribers in Operation (Mobiles and Portables) Omnil-ink Operation (Yes / No) Digital Operation (Yes / No) III. SmartNet System SSA (Single Site or Simulcast) Number of Remote Sites (in addition to the Prime Site) Number of Repeaters in Operation Number of Subscribers in Operation (Mobiles and Portables) Digital Operation (Yes / No) IV. Conventional System SSA Number of Repeaters in Operation Number of Subscribers In Operation (Mobiles and Portables) Attachment 1 To Exhibit C-2 System Configuration Digital Operations (Yes / No) V. Console Only SSA (not required if System SSA is purchased) Number of Operator Positions Number of Channels VI. Centralink 2000 USA SSA TERM Beginning of Term (choose one only) Expiration of existing Subscription Period (renewal) Immediately upon execution of Software Subscription Agreement Other (please specify date) Length of Term (number of years: 1, 2, 3, 4, or 5) SSA PROGRAM FEES Annual Fees (before discount) System SSA Fee Console Only SSA Fee CENTRALINK 2000 SSA Fee SP Coverage Quote Total Annual Fee (before discount) Multi -Year Discount Level (choose the discount corresponding to the length of term) ❑ 1 Yrs. 0% ❑ 2 Yrs. 0% ❑ 3 Yrs. 5% ❑ 4 Yrs. 5% ❑ 5 Yrs. 10% Total Annual Fee (after discount) Total Fees during Term Chosen Payment Methods (check only one): (A) Payment of total Fees due upon execution of SSA (B) Payment of Annual Fee due upon first day of each subscription year (C) Other (specify) No Text EXHIBIT D Statement of Work After Hours On Site Infrastructure Response Communications System Agreement 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 or its right to receive payment 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. H. HEADINGS AND SECTION REFERENCES. The headings given to the sections of this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular Section to which the heading refers. I. ENTIRE AGREEMENT. This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and understandings, whether written or oral, relating to such subject matter. This Agreement may be altered, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. J. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State to which the Equipment is shipped. K. NOTICES. Notices authorized or required under this Agreement must be in writing and sent to the below addresses: City of Fort Collins 300 LaPorte Avenue P.O. Box 580 Fort Collins, CO 80524-0580 Attn: Mary Moore With a copy to Jim O'Neill Motorola, Inc. Attn: Contracts and Compliance 6450 Sequence Drive San Diego, CA 92121 Contract No. 02-13153/RES Page 8 9/10/02 Statement of Work After Hours On Site Infrastructure Response — Warranty Supplement 1.0 Description of Service After Hours On Site Infrastructure Response provides for on -site technician Response as determined by pre- defined severity levels set forth in Table B and Response times set forth in Table A in order to Restore the System under the Motorola Commercial Warranty guidelines. The terms and conditions of this Statement of Work (SOW) are an integral part of the Motorola Service Agreement or other applicable Agreement to which it is attached and made a part thereof by this reference. If there are any inconsistencies between the provisions of this SOW and the provisions of the Commercial Warranty, Service or other applicable Agreement, the provisions of the Warranty / Agreement shall prevail. 2.0 Motorola has the following responsibilities: 2.1 Perform diagnostics on the Component/Field Replaceable Unit (FRU) /assembly 2.2 Restore the System by replacing defective Component/FRU/assembly: 2.2.1 FRU and assembly will be provided by Customer. 2.3 Provide materials, tools, documentation, physical planning manuals, diagnostic and test equipment necessary to perform the Maintenance service. 3.0 Customer has the following responsibilities: 3.1 Establish and maintain a suitable environment (heat, light, and power) for the Equipment location and provide the Servicer full, free, and safe access to the Equipment so that the Servicer may provide services. All sites shall be accessible by standard service vehicles. 3.2 Supply FRU or assembly as needed in order for Motorola to Restore the System as set forth in paragraph 2.2.1 3.3 Maintain and store any and all Software needed to Restore the System. 3.4 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the OnSite Infrastructure Response services to Customer. Table A — OnSite Response Times Severity Level Response Time Severity l Within 4 hours from receipt of notification Severity 2* Within 4 hours from receipt of notification* Severity 3* Within 24 hours from receipt of notification* *Denotes that these response times are applicable only during Standard Business Day. Severity 1 Response Times are applicable continuously. Table B —Severity Definitions Severity bevel Problem Types Severity 1 Major system failure 33% of System down 33% of Site channels down Site Environment Alarms (smoke, access, temp, A/C Power) Res onse is rovided Continuous) Severity 2 Significant System Impairment Res once is rovided Standard Business Da Severity 3 Parts Questions Upgrades Intermittent problems System problems presently being monitored Operational and informational questions Configuration Change Support and Work Flow procedure questions Response is provid2d Standard Business Day. OnSite Infrastructure Response Page 2 of 2 Approved by Motorola Contracts & Compliance: 04103102