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HomeMy WebLinkAboutMOTOROLA, INC - 2002-06-17'Ile File Notes Office of the Cit:i Clerk s•5���.�pfi Huntington Beach, California pp, xsyz-� ob——n2 5g43 �n S. �- S�t�I�UT fi�L� e�TJ C�MMiM1���� �4,n.�-�,,�r•1"- FgL S Lq "Nvfi 1T., M tf�w � y6ocov,Hc��0' 1 1� ob- A—o2 LCAlylr_ )- VVUA--,-. WN`A, �dP \pj �S _ 0%-1S of S'f `� 1�►N� vas �S� . Jones, Dale From: Brockway, Connie Sent: Wednesday, March 19, 2003 6:13 PM To: Jones, Dale; Ross, Rebecca Cc: Ehring, Liz Subject: FW: Huntington Beach Update Dale, will you put this email in file. Connie -----Original Message ----- From: Moore, Jim Sent: Wednesday, March 19, 2003 4:43 PM To: 'CLAYTON SCOTT-CSC017' Cc: Brockway, Connie; Sutton, Sarah; Corbett, Renalee Subject: RE: Huntington Beach Update Scott, There was a mix-up with the contract for the Simulcast Project that is holding up payment. Do you or Motorola have the original with all the signatures? Would you please let me know and send or fax me a copy of the signature page if so. Thanks, Jim Office: (714) 536-5943 Fax: (714) 536-2912 1 Jones, Dale From: Brockway, Connie Sent: Wednesday, March 19, 2003 4:17 PM To: Jones, Dale Subject: FW: motorola agreement Hi Dale,.will you print out and put in the Motorola pending file. Connie -----Original Message ----- From: Brockway, Connie Sent: Wednesday, March 19, 2003 4:16 PM To: Corbett, Renalee; Moore, Jim; Sutton, Sarah Subject: motorola agreement I think I know what may have happened to the motorola agreement. I noticed that it is to be executed by the Police Chief. It does not have a place for the city clerk's signature. So maybe Jim when you learned that everything was ok the City Attorney you asked Chief ,Lowenberg to sign it and sent it to Motorola, because only the Chief;'s signature was needed and ususally Chief/Clerk is needed. Could you see if they have the original. Then we could get a copy. I really think that is what happened. It would be so easy to have happened that way. Connie Brockway, Connie From: Brockway, Connie Sent: Wednesday, March 19, 2003 11:38 AM To: Jones, Dale; Ross, Rebecca Cc: Ehring, Liz Subject: FW: Motorola Agreement This if FYI. I will need to discuss this with staff so that the purpose of the pending bucket is understood and other matters relating to this. Please see me today. Connie -----Original Message ----- From: Brockway, Connie Sent: Wednesday, March 19, 2003 11:36 AM To: Corbett, Renalee Cc: Moore, Jim; Sutton, Sarah Subject: RE: Motorola Agreement Ren, Payment can be authorized as long as it is ok with Police Department, Purchasing and City Attorney's Office that there is not a signed agreement. The past procedure has been per the Purchasing Department, that a stamped approved RCA is used by the Purchasing Department to ensure that there is an executed agreement between a vendor and the City. The Clerk's staff is new and did not realize that it was an unsigned agreement that was in the pending area which means that we are waiting to hear when we can execute it, or in this case the Police Chief can execute it. The file notes show that the originating department took the original agreement to the City Attorney's Office to see if it could be executed or had to return to Council for reasons of which I am not aware. There are many agreements in pending. As a courtesy to departments, if we do not hear back, we used to be able to go through them all, and call or write each department to ask them the status (if it would ever come back to us, or if it was to be redone or sometimes we were told when we called that the department was going to go out to RFP again. and we would file it away marked "unexecuted and to be redone). We aren't able to do that any more and must rely on the departments to bring the original agreement back and ask us to get it executed on behalf of the City. I'm sure that since Sarah said it was fine that it can be paid. Jim, would you please ask Sarah if she could give us a note advising us that the file can be inactivated and that in this case, because of the mix up, that an executed agreement does not have to be done at this late stage. Then if the file is ever reviewed in the future we will have it clearly stated that it was a mixup. Thanks, Connie Corbett, Renalee Sent: Wednesday, March 19, 2003 9:00 AM To: Brockway, Connie Subject: FW: Motorola Agreement Connie, I just spoke with Liz and she asked me to forward this to you. Is this sufficient for me to go ahead and process the purchase order to pay Motorola? Thank you, Ren -----Original Message ----- From: Moore, Jim Sent: Wednesday, March 19, 2003 7:55 AM To: Ehring, Liz Cc: Corbett, Renalee; Mamelli, William; Krone, Shawna ATTACHMENT # 1 Price Quote Item Description Unit Price Quantity Extended Price 1 Equipment includes shipping a Sanitation Controller Equipment $41,286.73 lot $41,286.73 b - Sanitation Repeater Equipment $9,665.65 8 $77,325.21 c Sanitation TNSR 1 Equipment $52,208.23 lot $52,208.23 d Huntington Beach TNSR 1 $52,208.23 lot $52,208.23 Equipment e Antenna System Equipment $35,400.13 lot $35,400.13 f MOSCAD Equipment $8,327.73 lot $8,327.73 g Miscellaneous Equipment $45,295.73 lot $45,295.73 ETHERNET equipment racks site accessories microwave cards FRU kits distribution amplifiers USP, 600w, 120v etc Total Equipment $312,052.00 2 Project Implementation Services $87,948.00 lot $87,948.00 Project Management System Engineering System Technologist Installation Total Services' $87,948.00 3 Taxes Taxes $24,964.16 *Total $424,964.16 Project *This pricing is valid only until 4 p.m. Pacific Daylight Time, on June 28, 2002. Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary May 31, 2002 ATTACHMENT # 2 03/20/03 THU 05:40 FAX 7606328739 Scott Clayton Z 003 Motorola 3479 Sitio Baya, Carlsbad CA 92009 To: Jim Moore Information Systems Manager 2000 Main St. Huntington Beach Phone: 714-536-5943 Fax phone: 714-536-2912 CC:. Date: 3/20/03 Number of pages including cover sheet: From: Scott Clayton Motorola Phone: 760-632-8739 Fax phone: 760-632-8737 REMARKS: ❑ Urgent ® For your review ❑ Reply ASAP ❑ Please comment Jim, Attached are the signature pages you are looking for. Let me know if you need anything further on this. Thanks, Scott C' 03/20/03 THU 05:40 FAX 7606328739 Scott Clayton J, - -..- .. 9 001 :Viotorola, Inc. CuslorneL,- �y Attn: Contracts and Cxrplianc.p f::ept. Attn: •1 I.wn �450 Sequa^ce Dr:ve San Diego, CA 92121 'a.v 858 404-2594 fax. ! - 9l2 - -7 COMPLIMCS WITH APPLiCABILE LAWS. Each party. will comply with all appOcable federal, state. and local laws, regulations anC rules concerning the perform. ance of this Agreement or use of the System. Ca'ustor-ter will obtain art 3Vmpiy wilh all Federal Communications ConTmtssion ("FCCI) kenses and authorizations required fog tea r Vallation. operation and use of the System botore the sc!,�ed installation Me Equipment. Although MotorMa aright assist Customer in the preparation of its FCC license applications, neither Moturvt:+ ; t.: a- y of as arlployses is an agent or representative of Customer in FCC or oftr matters. '. 6.12. AUTHORITY -O EXEGUE AGFEirMENT Each party represents to the other that (1) it has cyotained all necessary apprr;vyls, consents and authorization9 to enter into this Agreement and to Geriorm its dutles under this Agreement: the persari executing this Agreement on Its behalf has the authority to do so: upon execution And oel' jerY of this Agreement by the parties, it is a valid and binding contract, enfcrceable in accorrJa rce wilt, i:s terrTts; and (iv) the execution, def:very, and performarce of this Agreement does no' vietate any bylaw, r i alter• regu?at,or. law yr any other Bove; ring authority of the party. 16.13. SURVIVAL OF T- P%lS The tallowing provisions shali survive the expiration or terminator of this Agreement for any reason Sections 3.6 and 3.1 (concerning S&,h"re licensing); Section 11 (Disputes); Section 14 (Limitation crf 15 1 (Gcnfirlentlal Information); sr%d 15.2 (Preservation of Motorola's Proprietary Rights). The parties hereoy enter in!c- �r,is Agreement as of the Effective Date Motoro , C. /. Title: VTCt r,Q S ' k A ' -- Date: By: Name: ,y16L Date: [ Z- GSA Be: 1/3 Va2mv, MO:oMaa Coraut No. 0,--131 J Customer Name: JSMDRAff G Title: Date: Z' REVIEWED AND APPROVED AS TO FORM C VIO I.., rTLE MOTOROLA C04t7AA!STS AND �OMPMANCE DEPT Approved as to Form r � w � City Attorney (, � 10 03/20/03 THU 05:40 FAX 7606328739 Scott Clayton R 002 02,'21/2007- 13:56 7145.952912 PAGE In witness whe,eof, the parties have caused duly authorizes represental:ves to execute INS software License Agreement on the dates set torth Belo -- Licensor Licensee. Name: iz, C t�' �u Name:il�C� �. r`{•�,iJiet. l./it Title: _`' j C It It Tine: �t7i� C `er • i ,....__.._ Date: — -' 0 �- Hate: g Approved as to F orm Marne: _/SGa Date: L y �� �- ,��- City Attorney N �a f iREVIZWED AND APPROVED A TO FORM WIE DATE MOTORO A CONTRACTS AND COMPLIANCE DEP: CSA Sat 1/31/02rev, J Motorola Contract No, 02-?3121AX } Communications System Agreement Motorola, Inc. ("Motorola") and the City of Huntington Beach, CA ("Customer") enter into this Communications System Agreement ("Agreement'), pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as "party' avid collectively as "parties." For good and valuable consideration, the parties agree as follows: Section 1 EXHIBITS The Exhibits listed below are 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 Exhibits 'A through D will be resolved in the order in which they are listed below. Exhibit A Motorola "Software License Agreement' Exhibit B "Payment Schedule and Pricing Summary' Exhibit C `Technical and Implementation Documents" C-1 "System Description" dated May 31, 2002 C-2 "Equipment List' dated May 31, 2002 C-3 "Statement of Work" dated May 31, 2002 C-4 "Acceptance Test Plan" or "ATP" dated May 31, 2002 C-5 "Performance Schedule" dated May 31, 2002 Exhibit D "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement shall have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Beneficial Use" means. when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Contract Price" means the price for the System, exclusive of any applicable sales or similar taxes and freight charges. "Effective Date" means that date upon which the last party to sign this Agreement has executed the Agreement. "Equipment" means the hardware listed in the Equipment List. "Infringement Claim" means a claim that the Equipment manufactured by Motorola or the Motorola Software infringes a United States patent or copyright. "Motorola Software" means Software that Motorola owns. "Non -Motorola Software" means Software that a party other than Motorola owns. "Proprietary Rights" means. the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. CSA Set 1/31/02rev. 1 Motorola Contract No. 02-13121/DL "Software" means the Motorola and Non -Motorola Software in object code format that is furnished with the System or Equipment and which may be listed on the Equipment List "Subsystem" means a major portion of the entire System that performs specific functions or operations as described in the Technical and Implementation Documents. "System" means the Equipment, Software, and services combined together into a system as more fully described in the Technical and Implementation Documents. "System Acceptance" means the Acceptance Tests have been successfully completed. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, ship, install and test the System, and perform its other_ contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a .requested change causes an increase or decrease in the cost or time required to perform this Agreement, Motorola and Customer will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect such adjustment in a change order. Neither party is obligated to perform requested changes unless both parties execute a written change order. 3.3. TERM. Unless otherwise terminated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement shall begin on the Effective Date and shall continue until the date of System Acceptance or expiration of the warranty period as set forth in Section 9, whichever occurs last. 3.4. . ADDITIONAL EQUIPMENT OR SOFTWARE.. For three (3) years after the Effective Date of this Agreement, Customer may order additional Equipment or Software provided it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. The applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. 3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement (other than software development kits, if applicable, which have separate software license agreements). Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.6. NON-MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non -Motorola Software. 3.7. . SUBSTITUTIONS. At no additional cost to Customer, Motorola reserves the right to substitute any -.Equipment, Software, or services to be provided. by Motorola, but only if the substitute meets the specifications and is of equivalent or better quality and value to the Customer. Any such substitution will be reflected in a change order. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL Section 4 PERFORMANCE SCHEDULE Motorola and Customer agree to perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with performance of this Agreement. No notice to proceed, purchase order, authorization or resolution, or other action is required for the performance of this Agreement to begin. Section 5 PAYMENT OF CONTRACT PRICE 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $424,964.16. A pricing summary may be included with the Payment Schedule. Motorola will submit to Customer invoices according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check; or wire transfer drawn on a U.S. financial institution. 5.2. 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. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. All freight charges will be pre -paid by Motorola and added to the invoices. Title to the Equipment will pass to Customer upon shipment, except that title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide (i) a designated project manager; (ii) all necessary construction and building permits, zoning variances, licenses, and the like; and (iii) access to the work sites identified in. the Technical and Implementation Documents as reasonably requested by Motorola so .that it .may perform its duties in accordance with the Performance Schedule and Statement of Work. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work specifically states to the contrary, Customer will ensure that these work sites will have (i) adequate physical space for the installation, use and maintenance of the System; (ii) adequate air conditioning and other environmental conditions; (iii) adequate electrical power outlets, distribution and equipment for the installation, use and maintenance of the System; and (iv) adequate telephone or other communication lines for the installation, use and maintenance of the System, including modem access, and adequate interfacing networking capabilities. Before installing the Equipment at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiency or non -conformity with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. SITE ISSUES. If Motorola or Customer determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, Motorola and Customer will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If such change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the parties will equitably amend the Contract Price or Performance Schedule, or both, by a change order. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL Section 7 TRAINING If Motorola is providing Customer training under this Agreement, it will be described in a written training plan that is part of the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola is entitled to recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests described in the Acceptance Test Plan. When System Acceptance occurs, the parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for such Subsystem or phase, and the parties will promptly execute an acceptance certificate for the Subsystem or phase. After completion of. the Acceptance Tests, if Customer believes that the System fails the Acceptance Tests , Customer will provide to Motorola a written notice that includes the specific details of such failure. If Customer fails to provide to Motorola such notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that. Motorola's ability to perform its implementation and testing responsibilities under this Agreement may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer may not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which Motorola will not unreasonably withhold. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance and when ail deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating in the appropriate place on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. _ SYSTEM FUNCTIONALITY. Motorola represents that the System will perform consistently with the System design and functionality specifications contained in the Statement of Work in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola attached to or used in connection with the System or for reasons beyond Motorola's control, such as (i) an earthquake, adverse atmospheric conditions, or other natural causes; (ii) the construction of a building that adversely affects the microwave path reliability or. radio frequency (RF) coverage; (iii) the addition of frequencies at System sites that cause.RF interference or intermodulation; (iv) Customer changes to load usage or configuration outside the specifications; or (v) any acts of parties who are beyond Motorola's control. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 9.2. EQUIPMENT WARRANTY. For one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, for one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; (ii) defects or damage occurring from misuse, accident, liquids, neglect, or acts of God; (iii) defects or damage occurring from testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; (iv) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (v) defects or damage caused by Customer's failure to comply with all applicable industry and OSHA standards; (vi) Equipment that has had the serial number removed or made illegible; (vii) batteries (because they carry their own separate limited warranty); (viii) freight costs to ship Equipment to the repair depot; (ix) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (x) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. Before the expiration of the warranty period, Customer must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties. Upon receipt of such notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to. Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. Such action will be the full extent of Motorola's liability hereunder. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on'a time and materials basis using Motorola's current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS, FOR A PARTICULAR PURPOSE. Section 10 DELAYS 10.1 EXCUSABLE DELAYS. Neither party will be liable for its non-performance or delayed performance if caused by a "Force Majeure" which. means an event, circumstance, or act of a third party that is beyond a party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. Each party will notify the other if it becomes aware of any Force Majeure that will significantly delay performance. The notifying party will give such notice promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the parties will execute a CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If the Performance Schedule is delayed because of Customer (including any of its other contractors), (i) Customer will make the promised payments as if no delay occurred; and (ii) the parties will execute a change order to extend the Performance Schedule and, if requested by Motorola, compensate Motorola for all reasonable charges incurred because of such delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re- mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES 11.1. SETTLEMENT PREFERRED. Motorola and Customer will attempt to settle any claim or controversy arising from this Agreement (except for a claim relating to intellectual property) through consultation and negotiation in good faith and a spirit of mutual cooperation. The respective project managers will confer and attempt to settle a dispute. The dispute will be escalated to appropriate higher -level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by Motorola and Customer within thirty (30) days after notice by one of the parties demanding non -binding mediation. Motorola and Customer will not unreasonably withhold consent to the selection of a mediator, and they 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 alternative dispute resolution ("ADR"). 11.2. LITIGATION. Any claim relating to intellectual property and any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial demand for non -binding mediation as described above in Section 11.1.shall then be submitted by either party to a court of competent jurisdiction in. the state in. which the System is installed. Each party consents to jurisdiction over it by such a court. The use of 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 section before the expiration of the two -month ADR period if (i) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (ii) 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 12 DEFAULT AND TERMINATION 12.1. DEFAULT BY MOTOROLA. If Motorola fails to achieve System Acceptance in accordance with this Agreement or otherwise - breaches a material obligation- under this Agreement, Customer may consider Motorola to be in default, unless Customer or a Force Majeure causes such failure. If Customer asserts a default, it will give Motorola written and detailed notice of the default. Motorola will have thirty .(30) days thereafter either to dispute the assertion or provide a written plan to cure the default that is acceptable to Customer, If Motorola provides a cure plan, it will begin implementing the cure plan immediately after receipt of Customer's approval of the plan. 12.2. DEFAULT BY CUSTOMER. If Customer fails to pay any amount when due under this Agreement, indicates that it is unable to pay any amount when due, or otherwise breaches a material obligation under this Agreement, Motorola may consider Customer to be in default, unless Motorola or a Force Majeure causes such failure. If Motorola asserts a default, it will give Customer written and detailed notice of the default and Customer will have thirty (30) days thereafter to (i) dispute the assertion, (ii) cure. any. monetary default (including interest), or (iii) provide a written plan to cure the default that is acceptable to Motorola. If Customer provides a cure plan, it will begin implementing the cure plan immediately after receipt of Motorola's approval of the plan. Motorola may stop work upon a material default by Customer. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 12.3. FAILURE TO CURE. If a defaulting party fails to cure the default as provided above in Sections 12.1 or 12.2, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement. In the event of such termination, the defaulting party will promptly return to the non - defaulting party any of its Confidential Information (as defined in Section 15.1). If Customer is the non - defaulting party, terminates this Agreement as permitted by this Section, and completes the System through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer agrees to use its best efforts to mitigate such costs and to provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, provided that Customer gives Motorola prompt, written . notice of any such claim or suit. Customer shall cooperate with Motorola in its defense or settlement of such claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. PATENT AND COPYRIGHT INFRINGEMENT. 13.2.1. Motorola will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: (i) Customer promptly notifying Motorola in writing of such Infringement Claim; (ii) Motorola having sole control of the defense of such suit and all negotiations for its settlement or compromise; (iii) Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense. of the Infringement Claim. 13.2.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue. using the Equipment or Motorola Software, replace or modify it so that it becomes non -infringing while providing functionally equivalent performance, or grant Customer a credit for such Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Software. 13.2.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon (i) the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; (ii) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; (iii) any Equipment that is not Motorola's design or formula; (iv) a modification of the Motorola Software by a party other than Motorola; or (v) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof. Section 14 LIMITATION OF LIABILITY This limitation of liability provision shall apply notwithstanding any contrary. provision in 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, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE . EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability will survive the expiration or termination of this Agreement. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. 15.1.1. During the term of this Agreement, the parties may provide the other with Confidential Information. For the purposes of this Agreement, "Confidential Information" is any information disclosed in written, graphic, verbal, or machine -recognizable form, and is marked, designated, labeled or identified at the time of disclosure as being confidential or its equivalent; or if in verbal form is identified as confidential or proprietary at the time of disclosure and confirmed in writing within thirty (30) days of such disclosure. Notwithstanding any other provisions of this Agreement, confidential information shall not include any information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is already known to the receiving party without restriction when it is disclosed; (iii) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; (iv) is independently developed by the receiving party without breach of this Agreement; or (v) is explicitly approved for release by written authorization of the disclosing party. 15.1.2. Concerning the Confidential Information provided to it by the other party, each parry will: (i) maintain the confidentiality of such Confidential Information and not disclose it to any third party, except as authorized by the disclosing party in writing or as required by a court of competent jurisdiction; (ii) restrict disclosure of Confidential Information to its employees who have a "need to know" and not copy or reproduce such Confidential. Information; (iii) take necessary and appropriate precautions to guard the confidentiality of Confidential Information, including informing its employees.who handle such Confidential Information that it is confidential and not to be disclosed to others, but such precautions shall be at least the same degree of care that the receiving party applies to its own confidential information and shall not be less than reasonable care; and . (iv) use such Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and shall at all times remain the property of the disclosing party, and no grant of any proprietary rights in the Confidential Information is hereby given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent. permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. 15.2.1. Motorola owns and retains all of its Proprietary Rights (as defined in Section 2) in the Equipment and Software. The third party manufacturer of any Equipment and the copyright owner of any Non -Motorola Software own and retain all -of their Proprietary Rights in the Equipment and Software. Nothing in this Agreement is intended to restrict the Proprietary Rights of Motorola, any copyright owner of Non -Motorola Software, or any third party manufacturer of Equipment. All intellectual property, developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. This Agreement does not involve any Software that is a "work made for hire. 15.2.2. Except as explicitly provided in the Software License Agreement, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Concerning both the Motorola Software and the Non -Motorola Software, Customer agrees not to modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, assessments or duties (other than federal, state, and local taxes based on Motorola's income or net worth), all of which 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 applicable interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. 16.2. ASSIGNABILITY. Neither party may assign this Agreement without the prior written consent of the other party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. 16.3. SUBCONTRACTING. Motorola may subcontract any portion of the work, but such subcontracting will not relieve Motorola of its duties under this Agreement. 16.4 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. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either (i) a future or continuing waiver of that same right or power, or (ii) the waiver of any other right or power. 16.5. SEVERABILITY. If a court of competent jurisdiction renders .any provision of this Agreement (or portion of a provision) to be invalid or otherwise` unenforceable, that provision or portion of the provision will be severed and the remainder of this Agreement will continue in full force and effect as if the invalid provision or portion of the provision were not part of this Agreement. 16.6. INDEPENDENT CONTRACTORS. Each party shall perform its activities and duties hereunder only as an independent contractor. The parties and their personnel shall not be considered to be an employee or agent of the other party. Nothing in this Agreement shall be interpreted as granting either party the right or authority to make commitments of any kind for the other. This Agreement shall not constitute, create, 'or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. 16.7. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to. which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either party. 16.8. GOVERNING LAW. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State in which the System is installed. 16.9. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all previous agreements, proposals, 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 authorized representatives of both parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each party signs such document. 16.10. NOTICES. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail,.return receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), or by facsimile with correct. answerback received, and shall be effective upon receipt: CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL Motorola, Inc. Attn: Contracts and Compliance Dept 6450 Sequence Drive San Diego, CA 92121 fax: 858 404-2594 Customer Attn: fax: 16.11. COMPLIANCE WITH APPLICABLE LAWS. Each party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.12. AUTHORITY TO EXECUTE AGREEMENT. Each party represents to the other that (i)it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; (ii) the person executing this Agreement on its behalf has the authority to do so; (iii) upon execution and delivery of this Agreement by the parties, it is a valid and binding contract, enforceable in accordance with its terms; and (iv) the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the party. 16.13. SURVIVAL OF TERMS. The following provisions shall survive the expiration or termination of this Agreement for any reason: Sections 3.6 and 3.7 (concerning Software licensing); Section 11 (Disputes); Section 14 (Limitation of Liability); 15.1 (Confidential Information); and 15.2 (Preservation of Motorola's Proprietary Rights). The parties hereby enter into this Agreement as of the Effective Date. Motoro By: Name: (�;c k Ne(} Customer By: Name: Title: V l 4 I S I Title: Date: 6 - 4— 6 Z By: \ Name:`1EL Lc Title: Z ca /,,rlf .07 jJ I_-C'rl rm y Date: 6 1 Lf td -2-- Date: Approved as to Form -JUL, v City Attorney (, S' REVIEWED AND APPROVED AS TO FORM C �, DAVID LITTLE . DATE MOTOROLA CONTRACTS AND COMPLIANCE DEPT. CSA Set 1/31/02rev. 10 Motorola Contract No. 02-13121/DL Exhibit A Software License Agreement Motorola, Inc ("Motorola" or "Licensor") and the City of Huntington Beach, CA ("Licensee"), hereby enter into this Software License Agreement ("Agreement"). The parties agree as follows: Section 1 SCOPE Licensor will provide proprietary software and/or radio communications, computer, or other electronic products ("Products") containing embedded or pre -loaded proprietary software to Licensee. All such software that is owned by Motorola is referred to as "Software." Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." This Agreement contains the terms and conditions pursuant to which Licensor will license, and Licensee may use, the Software and Documentation. Section 2 GRANT OF LICENSE Licensor hereby grants to Licensee a personal, non -transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license granted authorizes Licensee to use the Software only in object code format and does not grant any rights to source code. Section 3 LIMITATIONS ON USE 3.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third party to do so, except that Licensee may make one copy of Software provided by Licensor to be used solely for archival, back-up, or disaster recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, provided that Licensee provides written notice to Licensor of such temporary transfer and such temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one additional copy for each computer owned or controlled by Licensee at each such location. Upon Licensor's written request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 OWNERSHIP AND TITLE Title to all copies of Software will not pass to Licensee at any time but remains vested exclusively in Licensor. Licensor owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. This Agreement does not involve any software that is a "work made for hire." Section 5 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and confidential information and trade secrets. Licensee will take necessary and appropriate precautions to maintain and guard the confidentiality of the Software and Documentation, using at least the same degree of care that Licensee applies to its own confidential information but not less than reasonable care. Precautions will include informing Licensee's employees and agents who are authorized to use the Software and Documentation that such information is confidential and may not to be disclosed to others. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Licensor. Licensee will limit access to the Software and Documentation to Licensee's employees and agents who need to know and are authorized to use the Software and Documentation as permitted by this Agreement. Section 6 LIMITED WARRANTY 6.1. The warranty period for the Software will commence upon shipment and will continue for 120 days unless Licensor has agreed to a different warranty period in a separate agreement that has been mutually executed by Licensor and Licensee, in which case the warranty period will be as stated in such agreement subject to the remainder of this Section 6.1. For Software that is application software that is provided on a per unit basis, the warranty period for subsequent units licensed is the remainder (if any) of the initial warranty period or, if the initial warranty period has expired, the remainder (if any) of the term of the applicable Software Maintenance and Support Agreement. 6.2. During the applicable warranty period, Licensor warrants that the unmodified Software, when used properly and in accordance with this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the system. Whether such defect occurs will be determined solely with reference to the Documentation. For Software involving radio frequency systems and Products, the primary functionality of a voice communication system is subscriber -to -subscriber, subscriber -to -dispatcher, and dispatcher -to -subscriber voice communication; and the primary functionality of a data communication system is point-to-point data transmission. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error -free or that the Software or the Products will meet Licensee's particular requirements. 6.3. Before the expiration of the applicable warranty period, Licensee must notify Licensor in writing if the Software does not conform to this warranty. Upon receipt of such notice, Licensor will investigate the warranty claim. If this investigation confirms a valid warranty claim, Licensor will (at its option and at no additional charge to Licensee) repair the defect, replace the defective Software with the same or equivalent software, or refund the price of the defective Software or individual Product,in which the Software is embedded or for which it was provided. Such action will be the full extent of Licensor's liability and Licensee's sole remedy for a breach of this warranty. If the investigation indicates the warranty claim is not valid, then Licensor may invoice Licensee for responding to the claim on a time and materials basis using Licensor's current labor rates. 6.4. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING .THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR .PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE OF GOODS; THEREFORE, IT IS NOT COVERED BY THE UNIFORM COMMERCIAL CODE. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL Section 7 LIMITATION OF LIABILITY EXCEPT FOR PERSONAL INJURY OR DEATH, LICENSOR'S TOTAL LIAIBLITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILTY IN TORT, OR OTHERWISE, WILL BE LIMITED TO LICENSEE'S DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED THE PRICE FOR THE SOFTWARE, THE PRODUCTS PROVIDED BY LICENSOR IN WHICH THE SOFTWARE IS EMBEDDED OR INSTALLED, OR THE SERVICES SPECIFICALLY RELATED TO THE SOFTWARE WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT LICENSOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR THE SALE OR USE OF ANY SOFTWARE OR PRODUCTS. This Limitation of Liability provision will survive the termination of this Agreement. Licensee must bring any action under this Agreement within one (1) year after the cause of action arises. Section 8 TRANSFERS Licensee may not transfer Software to any third party without Licensor's prior written consent, which consent may be withheld in Licensor's reasonable discretion and may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHportO Software) embedded in or furnished for use with those radio Products; provided that Licensee transfers all copies of such Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 TERM AND TERMINATION Licensee's right to use the Software will begin when this Agreement is mutually executed by both parties and will continue in perpetuity unless Licensee breaches this Agreement, in which case it shall be terminated immediately without notice by Licensor. In addition to termination, Licensor shall be entitled to all available remedies at law or in equity (including immediate injunctive relief without proving damages and repossession.. of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Licensee acknowledges that its breach of this Agreement will result in irreparable harm to Licensor for which monetary damages would be inadequate. Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 NOTICES Notices required under this Agreement. to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), and shall be effective upon receipt. Change of address must be in writing to the other party Licensee Attn: Contracts and Compliance Dept. 6450 Sequence Drive San Diego, CA 92121 CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL Licensor Attn: Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS In the event that the Licensee is the United States Government or a United States Government agency, then the provisions of this section also apply. Use, duplication or disclosure of the Software and associated documentation under Licensor's copyrights and/or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless being provided to the Department of Defense. If being provided to. the Department of Defense, use, duplication, or disclosure of Software and associated documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. Software and associated documentation may or may not include a Restricted Rights notice, or other notice referring specifically to the terms and conditions of this Agreement. The terms and conditions of this Agreement shall each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the rights provided to the Licensee under . the aforementioned provisions of the FAR or DFARS, as applicable to the particular procuring agency and procurement transaction. Section 12 GENERAL 12.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the -Software has occurred. 12.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the Unites States Government, or any agency thereof, at the time of such action, requires an export license or other governmental approval. Violation of this provision shall be a material breach of this Agreement, permitting immediate termination by Licensor. 12.3. WAIVERS. 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. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 12.4. ASSIGNMENTS. Licensor 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 Software, without prior notice to or consent of Licensee. 12.5. ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the entire agreement of the parties regarding Licensee's use of the Software. and may be altered, amended, or modified only by a written instrument signed by an authorized representative of each party, except that Licensor may modify this Agreement as necessary to comply with applicable laws and regulations. This Agreement will . be fairly interpreted in accordance with its terms and conditions and not for or against eitheF party. 12.6. GOVERNING LAW. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped if Licensee is a sovereign. government entity, or the laws of the State of Illinois if Licensee is not a sovereign government entity. 12.7. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL In witness whereof, the parties have caused duly authorized representatives to execute this Software License Agreement on the dates set forth below. Licensor i ,/ / / Licensee By: //1-7 1 "Z r Name: I` << Neu( Title: V t c f 1 /f3' K Date: - �" U �- By: Name: �4y/6G L L Title: ,nr )171 f 67 F15"16- ? Date: G ljlw REVIEWED AND APPROVED A TO FORM -a2- DAVID LITTLE. DATE MOTOROLA CONTRACTS AND COMPLIANCE DEPT. CSA Set 1/31/02rev. - Motorola Contract No. 02-13121/DL By: Name: Title: Date: = it M Approved as to Form v City Attorney 5 Exhibit B Payment Schedule CSA Set 1/31/02rev. 1 Motorola Contract No. 02-13121IDL EXHIBIT B PAYMENT SCHEDULE Except for the first payment, which is due when Customer signs this Agreement, Customer agrees to make payments to Motorola within 20 days after the date of invoices that. will be submitted by Motorola according to the following payment schedule: 1. 10% of the total contract price is due when Customer signs this Agreement; 2. 75% of the total contract price will be invoiced immediately after the Equipment is .delivered to the field; 3. 10% of the total contract price will be invoiced immediately after the Equipment is installed. 4. 5% of the total contract price will be invoiced immediately after the System Acceptance. CSA Set 1/31/02rev. 2 Motorola Contract No. 02-13121/DL Item Description Unit Price Quantity Extended Price 1 Equipment incl shipping a Sanitation Controller Equipment $41,286.73 lot $ 41,286.73 b Sanitation Repeater Equipment $ 0,665.65 8 $ 77,325.21 c Sanitation TNSR 1 Equipment $ 52,208.23 lot $ 52,1208.23 d Huntington Beach TNSR 1 Equipment $ 52,208.23 lot - $ 52,208.23 e Antenna System Equipment $ 35,400.13 lot $ 35,400.13 f MOSCAD Equipment $ 8,327.73 lot $ 8,327.73 g Miscellaneous Equipment $ 45,295.73 lot $ 45,295.73 ETHERNET equipment racks site accessories microwave cards FRU kits distribution amplifiers USP, 600w, 120v etc Total Equipment $ 312,052.00 2 Project Implementation Services $ 87,948.00 lot $ 87,948.00 Project Management System Engineering System Technologist Installation Total Services $ 87,948.00 3. Taxes Taxes $ 24,964.16 *Total Project $ 424,964.16 " This pricing is valid only until 4pm Pacific Daylight Time, on June 28, 2002. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary m May 31, 2002 1 Exhibit C Technical and Implementation Documents CSA Set 1/31/02rev. 1 Motorola Contract No. 02-13121/DL City of :ington Beach May 3 0 oro a-ispro, sln # . di o of. a remote site to the Southwest cell of the existing�800MHz SmartZone 3.0 Simulcast System. SmartZone 3.0 utilizes the APCO standard CAI IMBE vocoder to process the ASTRO digital signal. This system design consists of an eight (8)-channel mixed -mode simulcast system to enhance coverage within the Southwest Cell of the county, particularly along the coast of Huntington Beach. Motorola will be providing programming services for the MOSCAD Graphic Master Central workstation located at the Master site, Loma Ridge. This is the only modification to this site and all other equipment existing at the Master site will not be modified in any manner. Site equipment will be polled and monitored via the MOSCAD terminal at Loma Ridge. Motorola will not be making any modifications to the existing AEB or CEB. Motorola will not be making any modifications to the existing dispatch center(s). The prime site, Huntington Beach Police Department, and remote site, Sanitation, shall be connected via a microwave loop. The City of Huntington Beach will be responsible for. all microwave implementations and operations. This document includes product and system design overviews in the following order: I. Simulcast Sites ' II. Generalized Equipment Inventory by Site III. Microwave System. IV. Antennas and Transmission Line V. Fault Management Network VI. Simulcast Controllers Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROtA 5/31/02 1 XI. Towers XII.. Coverage Design XIII. System Spares L Simulcast Sites Only one (1) RF site, Sanitation, is to be added as a remote site in this design. This site will be interfaced with the existing Simulcast equipment at Huntington Beach PD (HB PD). The remote site at Sanitation is an existing radio site, however additional equipment is required to convert it into a Simulcast site. 11. Generalized Equipment Breakdown by Site Motorola will provide the following equipment at HB PD: ❖ Two (2) Harris Microwave DVM Radio Modules ❖ One (1) Channel Bank (TeNSr) ❖ Eight (8) AstroTAC3000 Comparator (ATAC3000) Wireline Modules . ❖ Eight (8) AstroTAC3000 Comparator (ATAC3000) V.24 Modules ❖ Eight (8) Universal Simulcast Controllers Interface (USCI) module ❖ Eight (8) Simulcast Distribution Amplifier.(SDA) Modules Motorola will provide the following equipment at Sanitation: ❖ One (1) MTC3600 Remote Site Controller (ReSC) Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 2 ❖ Two (2) 5 MHz Sine Modules for Site Standards with GPS and Network Clocking (Efratom) ❖ Three (3) 1 PPS Timing Modules for Site Standards with GPS _ and Network Clocking (Efratom) ❖ One (1) MOSCAD Remote Terminal Units (MOSCAD RTU) ❖ Five (5) 7.5' Racks for the new equipment lll. Microwave System In discussion with the City of Huntington Beach it was determined that the customer will use the existing spares currently in their possession to satisfy the requirement for a Harris Microwave Loopswitch Module at the Sanitation site. Furthermore, the City of Huntington Beach will be responsible for all microwave implementations and operations and shall provide Motorola with a demarcation for the interface to the proposed equipment. The power for the radios is currently delivered from a —48VDC charging system that will also power the TeNSr channel banks at each site; due to the fact that is a minimal load addition, no additional chargers or batteries will be added. Motorola is providing the following cards for the microwave system at HB PD: ❖ Two (2) Harris Microwave DVM Radio Modules. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31 /02 3 networks at the Sanitation site will follow Two (2) Decibel omni antennae, model D8810 with 10 dB gain, were used for both transmit and receive at a height of 90 ft. The antennae and height may change during the detailed design review with the customer. The transmit run will terminate at an eight -channel waveguide combiner. The receive run shall terminate at a 16-channel multicoupling amplifier. Jumpers in the shelter, from the bulkhead to the multicoupler and combiners, will be superflexible cable.' Each antenna jumper will connect to a polyphaser lightning surge suppression unit at the bulkhead to protect the equipment from lightning damage. V. Fault Management Network A Motorola MOSCAD Fault Management system is used to monitor change -of - state events events at the radio sites. The operator interface to MOSCAD is a Graphic Master Central (GMC) workstation located at the Master Site (Loma Ridge). The GMC is a Windows -based PC with a GUI software package that allows viewing and controlling of the entire system. The GMC. connects into the MOSCAD system via a co -located MOSCAD Front End Processor (FEP). The FEP is the communication link between the GMC and the MOSCAD Remote Terminal Units (RTU) at the system's remote sites. The RTUs are responsible for monitoring of field devices and other equipment at the sites. The MOSCAD IP Gateway, GMC, and FEP typically reside at the Master/Prime site. Connectiyity between RTUs from site to site will be via an SRU port on the TeNSr channel banks and then over the system's digital transmission facility. Both the RTUs and FEPs are programmed using a .DOS -based MOSCAD Programming. Toolbox. software package-. This can be done locally or through remote dial -up. Alphanumeric Paging functionality is included to alert key personnel of major system alarms. Use or disclosure of this proposal.is subject to the restrictions on the title page. Motorola Conridential Proprietary ® MOTOROLA 5/31/02 4 T .:`h ;3Q,. ohnical personnel in the event of user- D system can operate off the negative supplies. Devices that can be monitored are: 'Repeaters, Comparators, Channel Banks, Site Frequency Standards, and Controllers. Motorola will be providing the programming services for the MOSCAD Master Central. Furthermore, the addition to the City of Huntington Beach's MOSCAD system is as follows: One (1) RTU will be added to the Sanitation site. Vl. Simulcast Controllers There are two types of controllers in a Simulcast system: MTC3600 Prime Site Controllers and MTC3600 Remote Site Controllers. The prime site controllers are usually a redundant pair referred to as Prime and Alternate:. Both controllers are tied together via a data switch that brings the alternate controller on line in the unlikely event of a prime controller failure. The simulcast prime site controller is responsible for monitoring the system's remote site controllers via a 9600-baud data link to the remote sites. This link is physically connected through the TeNSr channel bank's SRU data ports. The prime site controllers also interface to the RF stations to assign control and voice channels. Both the prime and the alternate controllers are mounted in the same rack for convenience and ease of access by the redundant data switch. The City of Huntington Beach's system will require the addition of: ❖ One.(1) Remote Site Controller (MTC3600) located at Sanitation. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 5 0 oro, a =5666—eater provides a modular, flexible station ..:.. design allowing for both ASTRO digital and standard analog audio transmission and reception. The Quantar provides synthesized frequency generation and is rated for continuous duty operation in temperature ranges that exceed EIA/TIA requirements. Housed in the Quantar chassis are power amplifier, exciter, power supply, wireline, control, and receiver modules. Each module is field replaceable. The City of Huntington Beach system will require the addition of: ❖ Eight (8) 100-watt Quantar stations at Sanitation. Vlll. TeNSr Channel Banks The Telecommunications Network Server (TeNSr) is a multi -functional T1/E1 access device used .to combine the capabilities of digital . access cross. connects (DACS), channel banks, multiplexers, DSU/CSUs, drop and inserts, and converters in one efficient and reliable package. Each T1/E1 the TeNSr supports can carry many combinations of high or low speed dedicated data and voice traffic. The TeNSr interfaces between the AEB, the DIUs, and the TID. The audio inputs from the AEB or the repeaters are digitized and placed onto a T1/E1 line using Time Division Multiplexing (TDM). The audio information can then be transferred in T1/E1 formats between sites and subsystems. The TeNSr physically resides at the RF sites and provides the link between the remote sites and the master/prime sites via a digital transport medium such as digital microwave or a leased line. The TeNSr is software configurable with a menu driven user interface that allows the user to manage and configure individual cards, access alarm reports and histories, and, backup all essential records. It is remotely accessible through a variety of methods and has many integrated diagnostic and alarm reporting functions. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 6 IX. Simulcast/Voting Equipment The devices that will perform the simulcast functionality are the: AstroTAC-3000 Comparator, Universal Simulcast Controllers Interface (USCI), and the Simulcast Distribution Amplifier (SDA). The comparators will dynamically vote on the best -received analog or ASTRO digital signal and route it to the transmit path. The AstroTAC-3000 will also act as a centralized audio source for the system features such as telephone interconnect and console dispatch. The USCI's combine data from the central simulcast controller and audio from the AstroTAC 300.0 and provide . a single output to an SDA, which is the next stage of the transmit path. The USCI is a card that fits in a Simulcast Controller Interface (SCI) cardcage. For redundancy purposes, the odd and.. even channels are usually distributed between two (2) separate SCI cardcages. The S,DA will take the output from the USCI 'and distribute it to .all of the remote sites via the TeNSr channel bank. It will act a multiplexer for the transmit path audio. The SDA's are usually distributed like the USCI's — over odd and even channels. The City's Astro-TAC 3000 Comparators located at the Prime Site require the addition of the following cards: ❖ Eight' (8) AstroTAC3000 Comparator (ATAC3000).Wireline Modules ❖ Eight (8) AstroTAC3000 Comparator.(ATAC3000) V.24 Modules Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 7 X. GPS and Network Time Protocol (EFRATOM) The GPS and Network Time Protocol (NTP) device in the existing SmartZone 3.0 system is an Efratom. The Efratom provides a Stratum 1 clock to provide a universal time and data reference to all IP-connected system elements. The Efratom also provides synchronization to the AEB. The Efratom is a redundant device. In addition, the SmartZone Database Server and User Configuration Server are designated as secondary NTP devices. The Efratom is one of the preferred time sources.for T1/E1 WAN synchronization. The GPS section of the Efratom provides time stamp information that is critical to setting precise transmission launch times in Simulcast. The Efratom will be run from a 48VDC source. The City's system will include the following: ❖ Two (2) 5 MHz Sine Modules for Site Standards with GPS and Network Clocking (Efratom) ❖ Three (3) 1 PPS Timing Modules for Site Standards with GPS and Network Clocking (Efratom) Xl. Towers Motorola. is not proposing any new towers. This system will use existing towers and may require the City of Huntington Beach to solicit a tower loading analysis based upon new equipment to be put on those. structures. Motorola can arrange for the tower analysis at the City's request for an additional cost. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MQTOROLA 5/31/02 8 enhance radio coverage to the existing simulcast system in the Huntington Beach area. Coverage prediction maps, based on Motorola proposed equipment and parameters, will be made available for the City of Huntington Beach's documentation purposes at the request of the City. These maps are for. informational purposes only and are not a coverage guarantee. It should be noted that the improvement area of coverage has yet to be determined by Motorola and Huntington Beach as a mutual decision. Xlll. System Spares Motorola has not included any spares, however spares may be supplied at the request of the customer for an additional cost.. Customer changes/suggestions will be applied during the detailed design review, which may result in changes to the cost of the system. Concluslon Motorola is committed to continuing to meet the needs of the City of Huntington Beach for years to come. Motorola has a proven track record with over 70 years of excellence worldwide and has consistently set the wireless technology benchmark that other vendors strive to attain. We welcome this opportunity to continue to partner with the City of Huntington Beach and look forward to providing their radio communication solutions well into the future. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 9 GI Al �r•vr—y�.—ry Vr�r. u �rt�r�vr��. �m� rrs. o'a Sian orm wr annrr aiw• air �es.w lots s �'4� au�wrri arv�ms ur.r� w awns auwrr d o.n swr w ¢t � roes oa�'•r�wn� mcm:u unr s0's u owrits 1eAImr1R •owru mesa msos — mienm our ma G F E D C B APPROVAL C NEW EQUfPAU f4CB'PACE LYODY A ' �•• f-}�..p2 u pECrMt 0.R.tY 2000 Mom IIGRfE W'ME N4Y,iE.1£ ,Oi � 6 7 6 5 a 3 Equipment List City of :ington May 31 Beach Sanitation - TNSR 1 1 DSPREM891830 UNIVERSAL ENCLOSURE TENSR 800 2 DSPREM880160 CPU 8 T1 E1 CROSS CONNT 1 DSPREM892060 8T1 E1 IF CARD 32K WITH MODEM 2 DSPREM8902 DC POWER SUPPLY 48 VDC 2 DSPREM822560 10 PORT LD-SRU CARD 2 . DSPREM816460 4 PORT 4W DSM CARD 1 DSPREM801460 DUAL T1 E1 WAN W/ RELAYS 1:N REDUNDANCY 1 DSPREM801060 DUAL T1 E1 WAN CARD 4 DSPREM81130 DSX CEPT PLUG IN MODULE 2 DSTSJ48CLT RJ-45 8 WIRE MOD PROT. INSTALL RJ-45 OR HARD WIIRED (16 VOLT) T1/E1 1 DSTSJADP TWO RACK UNIT BKT Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 1 1 + C99ED _ QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater'2 Wow WE 1 C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOMOLA 5/31/02 2 I C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 IX888 ADD: GPS SIMULCAST Sanitation - Repeater 4 1.. C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 IX888 ADD: GPS SIMULCAST Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 3 • 1�-r. • i. J1F3 WEk - iy C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND FIX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater 6 f.. 1 C99ED QUANTAR/QUANTRO FAMILY . 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Use or disclosure of this proposal is subject to.the restrictions on the title page. Motorola Confidential Proprietary ® MOTOMOLA 5/31/02 4 1 C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater 7 1 C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Ethernet Service Kit Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31 /02 Accessories Sanitation - Site Accessories _ •Y?Ybr' _ In .1 y j�+�'•���4s''W..S.Ei 'r�. ', V LOT -`* '=#. �. .,e•- R44';am297s; 't i•.13: T Fiw-•.- 1 6881088E90 MANUAL SERV QUANTAR/QUANTRO 2 DSMFTSMBF05 4 PORT 5MHZ SINE MODULE 3 DSMFTSMDP 4 PORT 1 PPS TIMING MODULE Miscellaneous 4 2 1 DQMW101109690001 Microwave: DVM M12 Card 1 DQ11164719 HD EQUIPMENT SHELF 1 DQDST20A DISTRIBUTION PANEL(USES PBA PLUG-IN BREAKERS) 15 DQ40540561 PBA PLUG-IN BREAKER, 10 AMP 8 CLN1493 FRU WIRELINE BD COMP. CAI FC 8 CLN1163 FRU V 24 WITH RJ48 8 T5307 SPARE UNIVERSAL SCI (USCI) 8 MWQLN3174A DISTRIBUTION AMPLIFIER (SDA) 2 DQMPPCXZXH4 PNL MPP 24PT RJ50-PNP 1.75X19 (DSM INTERFACES) 2 DQMPPCXZXH2 PNL MPP 24PT 3 CONN (T1 INTERFACE) 2 DQMPPCXZXH3 PNL MPP 24PT RJ50-PNP 1.75X19 (4W INTERFACES) 1 DS000600AC11009 UPS. 60OW FERRUPS, 120V, SOFTWIRED UPS 11 MIN. FULL LOAD 2 j DDN6484- FRU AC DISTRIBUTION PANEL Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOMOLA 5/31/02 6 f 2M TDF1080 ANTENNA 12DB GAIN 500 W 806-669MH 12 L1705 1/2" LDF HELIAX POLY JKT PER FT 6 DSL4PNMRC 1/2" N MALE RING FLARE CONN 260 L1709 . 7/8" LDF HELIAX POLY JKT PER FOOT 6 DSL5PNFRPC 7/8" CONN N FEMALE 1 PC CAPTIVATED 5 TDN6674 7/8" CABLE GROUND CLAMP KIT 1 RRX4038A ISB50LNC2MA BULKHEAD ARRESTOR 125-1000 1 DQISCF50HNMA ISCF50HNMA COMBINER BULKHEAD ARRESTOR 800-900 MHZ 80 L1705 1/2" LDF HELIAX POLY JKT PER FT 6 DSL4PNMRC 1/2" N MALE RING FLARE CONN 1 E705AQ ADD: 1/2" 7-16 DIN MALE STA END 1 DSWIJD86208S COMB WAV-G 851-869 8 CH 7/16 ANT, 150 KHZ MIN SEP BETWEEN CHANNELS 18.0 L1702 1/2" SUPERFLEX POLY JKT PER FOOT 20 CDN6578 1/2" N MALE PLUG S FLEX 90 L1700 1/4" SUPERFLEX POLY JKT PER FOOT 10 TDN9714 1/4" CONN N MALE S FLEX PLTD 10 TDN9715 1/4" CONN BNC MALE S FLEX PLTD 1 DDF1000 16 PORT QUAD RECEIVER MULTICPL Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 7 1 169P9EM891830 UNIVERSAL ENCLOSURE TENSR 800 2 DSPREM880160 CPU 8 T1 E1 CROSS CONNT 1 DSPREM892060 8T1 E1 IF CARD 32K WITH MODEM 2 DSPREM8902 DC POWER SUPPLY 48 VDC 2 DSPREM822560 10 PORT LD-SRU CARD 2 DSPREM816460 4 PORT 4W DSM CARD 1 DSPREM801460 DUAL T1 E1 WAN W/ RELAYS 1:N REDUNDANCY 1 DSPREM801060 DUAL T1 E1 WAN CARD 4 DSPREM81130 DSX CEPT PLUG IN MODULE 2 DSTSJ48CLT RJ-45 8 WIRE MOD PROT. INSTALL RJ-45 OR HARD WIIRED (16 VOLT) T1/E1 1 IDSTSJADP ITWO RACK UNIT BKT MOSCAD 1 F6900 MOSCAD LESS RADIO 1 V051 ALT: NEMA TO RACKMOUNT 1 V369 ALT: REPLACE M.B. WITH 4CPU+41/0 1 V425 ADD: CPU SERIES 400 2 V345 ADD: ASYNC RS232 VIA PORT 3 1 V516 ADD: 16DO ML MODULE 1 V115 ADD: 16D1 MODULE Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 8 City of .ington Beach May 31 EMOIR, bribes the work to be performed for the n, and testing of a Simulcast Site Addition to the Orange County OCSD system for Huntington Beach. It delineates responsibilities between Motorola and Huntington Beach as agreed to by contract. The Motorola Installation team will be led, by a Motorola Installation Team Manager. The primary function of the Project Manager is to successfully implement the project, within the allotted timeframe. Changes to this document shall be made through a Change Order as described in later in this SOW. Motorola System Responsibilities (General) Motorola will .be responsible for the performance of all equipment provided by Motorola under this contract. Huntington Beach will assume responsibility for the performance of all other equipment necessary for completion of this project not provided by Motorola. Motorola 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 general responsibilities include the following: ❖ Provide a Project Manager as a primary point of contact. ❖ Provide a project implementation team to implement Huntington Beach system as defined in this SOW and the System Description. ❖ Prepare and maintain the minutes of all project meetings. ❖ Schedule the system upgradesand cutover in agreement with Huntington Beach so as to minimize the downtime of the system and the impact to Huntington Beach. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5131102 1 subcontractors under this procedures for construction and installation. Huntington Beach System Responsibilities (General) Huntington Beach responsibilities on this project are further defined in the Project Schedule and in the WBS, which is part of this SOW. Huntington Beach responsibilities include: ❖ Provide a designated project manager for system implementation. ❖ Host all project meetings. ❖ Supply primary commercial power, wiring, and cable terminations. ❖ .Obtain all FCC, FAA, zoning, site access, and other permits. (including, but not limited to, easements, impact studies, planning commission approval, variances, etc) necessary for this project and any other agreements required to gain use of sites. ❖ Post the RF license for radio sites prior to testing. ❖ Supply the site links (i.e. telephone circuits, microwave, leased T1, etc) as required to accommodate the audio and data signals required for the Motorola system. Motorola will provide the appropriate link specification to Huntington Beach. ❖ Secure the right to use new site locations. Ensure all Huntington Beach subcontractors perform in accordance with this SOW and the project schedule. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MorOROLA 5/31i02 2 e a and Orange County. 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 the tasks, as well as reflecting who is the responsible party for each task. A detailed WBS is part of this SOW. Motorola's phased approach to implementation includes factory staging, site development, infrastructure and subscriber unit installation, optimization and programming, and testing of the communications network. Factory. Staging During staging, Motorola personnel will install system components into the equipment racks that will eventually be installed in Huntington Beach. The intent of the staging effort is to verify physical configuration of the racks. Upon completion of the rack installation, Motorola will prepare the racks for shipping and delivery to the installation site. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5131/02 3 Motorola will install the equipment as defined by the Equipment List and WBS. 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. 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 Huntington Beach prior to commencement of acceptance testing. If deficiencies are found during the testing, both the deficiencies and resolutions to the deficiencies shall be agreed upon and documented. If the documented deficiencies do not prevent productive operational use of the system, then the test will be deemed to have been completed. Motorola will, however, remain responsible for the resolution of , the documented deficiencies. Any system testing that Huntington Beach 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MCWONoLA 5/31/02 4 No subscriber services are offered as part of this agreement. Training No Training is offered as part of this agreement. System Documentation Motorola provides documentation of the system configurations, physical installation, and system testing. Documentation is created and updated during the project. Design Documentation Motorola will create or update the following documents during the design phase: ❖ Equipment list ❖ System description ❖ Acceptance test procedures Programming parameters. ❖ Drawings Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 5 in ❖ System drawings: ❖ Plan and elevation views of the equipment installation at the radio site ♦ Equipment inter -cabling diagrams for each site ❖ Demarcation wiring lists ❖ Programming and level setting data sheets ❖ Equipment by site ♦ Key access procedures ♦ Site inventory lists ♦ Remote sign-onprocedures and passwords ♦ Software versions and equipment wiring by equipment site ❖ Radio Licenses ❖ Field ATP test sheets and results R56 site audit ❖ Warranty information Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 6 al 0 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. System Acceptance System Acceptance shall be controlled by section 8 of the CSA. Each task requiring Acceptance Test procedures to be executed requires both Huntington Beach and Motorola representatives to witness and approve the test. 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 Huntington Beach 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MO rOROLA 5/31/02 7 con old by section 3.2 of the CSA. The following Change Order Request form must be used for all change order requests. Work Breakdown Structure The following WBS summarizes the project activities by phase. Each WBS task contains the following information: ❖ WBS number ❖ Action item to be performed ❖ Deliverable ❖ Who is accountable for the action item ❖ Who has approval authority over that action item Use or disclosure of this proposal is subject to the restrictions on the title page.. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 8 Table 1: Summary of project activities by phase. 1. Contract The project schedule starts at Contract Start of Project Award. 1.1. Project Kick Off A project kickoff meeting will be held to formally Meeting with Huntington Huntington N/A begin the implementation of the project, Beach Beach & introduce project teams, and review the project. Motorola 2. Design Review Tasks associated with planning the detailed Huntington Beach Huntington As defined project execution take place during this Design Review Beach & below phase of the project. Motorola 2.1. Post -Sale Huntington Beach and Motorola will review the Design review of the Huntington As defined Huntington Beach Simulcast Site Addition design through analysis Simulcast Site Addition Beach & below Design Review of the system functionality together with the design and system Motorola interface requirements as they relate to other interface design. Simulcast Site Additions, as well as end user requirements, as mutually agreed between Motorola and Huntington Beach. 2.2. Licensing Responsibilities for frequency planning and Licensing Huntington Motorola licensing are defined below. Beach 2.2.1. Technical Motorola will provide technical assistance to Technical Assistance Motorola Huntington Assistance Huntington Beach in defining the licensing and Licensing and Permits Beach permit requirements for the Simulcast Site Addition. 2.2.2. FCC Licensing Huntington Beach will provide any permits and Licenses and Permits Huntington N/A licenses that have been identified for this applied for and secured Beach Simulcast Site Addition. 2.3. Finalize Design Motorola and Huntington Beach will work Finalize Design Huntington together to finalize the system design. Beach & Motorola Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 9 ............ . 2.3.1. Finalize Functional Motorola and Huntington Beach Finalize Functional and Huntington and. Feature 4- Infrastructure Software Selection Feature Requirements Beach & Definition Motorola ❖ End User Hardware Selection ❖ End User Software Selection ❖ System Features ❖ System Configuration 2.4. Cutover Plan The Simulcast Site Addition cutover plan will be Cutover Plan Huntington As defined defined as described below. Beach & below Motorola 2.4.1. Define cutover Huntington Beach will provide existing system, Simulcast Site Addition Huntington N/A requirements new Simulcast Site Addition, and user Cutover Plan Beach information which must be taken in to account to Requirements develop a detailed Cutover plan 2.4.2. Deliver plan Motorola will create a detailed Cutover. Simulcast Site Addition Motorola Huntington Cutover Plan Beach 2.5. Acceptance Test The Simulcast Site Addition Acceptance Test, Acceptance Test Plan Huntington As defined Plan Plan will be finalized as described below. Development Beach & below Motorola 2.5.1. Deliver plan Motorola will develop and deliver the final Standalone Functional Motorola TBD Acceptance Test Plan to test the. functionality of ATP this individual system. The final Acceptance Test Plan will be based on the Acceptance Test Plan included in this proposal. 2.6. Design Document Motorola will deliver a Design Document that Design Document Motorola Huntington reflects changes in design and scope, as well as Beach definition of details determined during the Design Review. 2.7. Update equipment Motorola will update the equipment list, for Updated Equipment List Motorola Huntington list equipment provided by Motorola.under this for Motorola Provided Beach contract, as necessary to accommodate the Equipment specifics of the Detailed Design Review. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 10 ra. 2.8. Update System Motorola will update the System Description to Updated System Motorola Huntington Description reflect changes in the system design. Description Beach 2.9. Update system Motorola will update the system drawings and Updated System Design Motorola Huntington drawings and documentation to reflect changes in the system Beach documentation design. 2.10. Update SOW Motorola will update the SOW to reflect changes Updated SOW Motorola Huntington in the implementation scope. . Beach 2A 1. Update schedule Motorola and Huntington Beach will finalize the Updated Project Motorola Huntington implementation schedule with dependencies Schedule Beach identified. Motorola and Huntington. Beach responsibilities will also be identified. Huntington Beach's requested acceptance. date will be used as a goal when coordinating tasks that must occur in parallel to meet Huntington Beach Requested Acceptance Date. 2.12. Deliver Design Motorola will submit a final Design Document to Design Document Motorola Huntington Document Huntington Beach. This document will be Beach baselined by the System Description, SOW, Project Schedule, and other documentation provided prior to contract approval. 2.12.1. Final approval with Huntington Beach will review the work Final Approval Huntington Motorola Huntington Beach performed by. Motorola and sign an approval Beach document for the Design Review 2.12.2. Site Access Huntington Beach will assure site access to Site Access and Huntington Motorola inspect equipment installation sites, finalize Information Beach equipment locations and determine if any course of action is necessary to handle installation constraints. Huntington Beach will provide existing site and system drawings as available. 2.12.3. R56 Site Audit Motorola will perform a R56 site audit to verify R56 Site Audit Motorola N/A site readiness. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 l l R56 Site Audit Motorola will prepare a report that includes Site Walk Reports Huntington report recommendations any site preparation required Beach to provide a suitable environment for, installation of this Simulcast Site Addition equipment. This report will become part of the final. system documentation. 2.12.4. Site preparation Huntington Beach will prepare the sites for this Sites ready for Simulcast Huntington Motorola Simulcast Site Addition for implementation Site Addition Beach based on the recommendations in the Site Walk implementation Reports. 3. Order Processing Motorola will place factory orders for the Order Simulcast Site . Motorola WA system hardware that is being purchased for Addition hardware this Simulcast Site Addition. 4. Manufacturing During this phase of the Simulcast Site Manufactured, staged, Huntington As defined Addition implementation, all equipment is and shipped Beach & below manufactured, staged, and shipped equipment Motorola 4.1. Motorola During this phase, equipment is manufactured. Manufactured Motorola N/A Manufacturing Equipment 4.1.1. Manufacture FNE Motorola will manufacture the Fixed. Network Manufactured FNE Motorola N/A Equipment (FNE). 4.1.2. Ship to Staging Motorola will ship the FNE to the Customer Ship Equipment to Motorola N/A Center for Systems Integration (CCSI) for Staging system staging. 4.2. Fleet Mapping / Equipment programming and configurations will Equipment Huntington As defined Equipment be determined as defined below.. Configurations and Beach & below Configuration Programming Motorola (Fleetmapping) 4.2.1. Review Operational Huntington Beach and Motorola will review Review of Operational. Huntington N/A Rqmts with Huntington Beach's operational requirements Requirements Beach & Huntington Beach and the impact of those requirements to various Motorola equipment configurations. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 12 Train Huntington Motorola will provide technical information to Technical Configuration Motorola Huntington Beach on system Huntington Beach to aid in.determining Input Beach features equipment configurations and programming requirements. Define Huntington Huntington Beach will finalize the equipment Equipment Huntington Motorola Beach configurations requirements Configurations Beach requirements Requirements 4.2.2. Fleet Map approval Motorola will provide and review templates and Fleet Map and Template Huntington Motorola configuration detail as defined by Huntington Approval Beach Beach requirements for Huntington Beach approval. Huntington Beach will review the .work performed by Motorola and sign an approval document. 4.3. Staging Motorola will install system components into the Install system Motorola As defined equipment racks and prepare the racks for components into racks. below shipping. 5. Materials Huntington Beach and Motorola will manage Materials Management Huntington N/A Management the receiving and tracking of all project Beach & materials as defined below. Motorola Huntington Beach will designate and provide a central location to ship all project equipment. 5.1. Receive, Log, and Motorola will receive the project equipment, Receive, Log, and Motorola Huntington Inventory verify receipt of the equipment as ordered, Inventory Equipment Beach Equipment visually verify the equipment arrived undamaged, log the equipment in to the materials management database. 5.2. Inventory Motorola will maintain documentation verifying Inventory Motorola Huntington Documentation equipment shipments, serial numbers, and Documentation Beach Huntington Beach asset numbers.. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOMOLA 5/31/02 13 6. Installation During this phase of. the project, Sanitation Installed Sanitation Huntington As defined Sanitation SITE components are physically installed SITE Equipment Beach & below Simulcast Site Motorola 6.1. FNE Installation Motorola will install the equipment for Sanitation Installation of Sanitation Motorola Huntington Site of this project, as described below. Site Equipment Beach 6.1.1. Installation Voice Motorola will install the RF equipment including: Installation of Sanitation Motorola Huntington ❖ (8) QUANTAR repeater / receiver RF Site Beach ❖ Time standard ❖ Channel Bank ❖ Remote Controller MTC3600 ❖ MOSCAD RTU ❖ 850 VA UPS ❖ Channel Bank at Huntington PD 6.1.2. Provide Site Links Huntington Beach will provide the site links: Provide Site Links Huntington Motorola ❖ Digital Links for Simulcast Sites to Beach Voting Site and Master Site ❖ Huntington Beach currently planning to implement into existing Harris Microwave system 6.1.3. Link Verification Motorola may test Huntington Beach supplied Link Verification Motorola N/A links to verify circuit response characteristics and functionality. 6.1.4. Site FNE Motorola will configure, optimize, and program Optimized RF Site and Motorola N/A Optimization all site equipment. Motorola will prepare the Channel Bank equipment for final ATP testing. equipment at Huntington Beach PD. 6.1.5. Site FNE Huntington Beach will acknowledge successful Site FNE Installation Huntington Motorola .Installation completion of the Sanitation RF.Site Installation Acceptance Beach Acceptance by signing the acceptance document. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® eroroRocA 5/31roe 14 6.2. .Antenna System During this phase of.the project, antenna Installed Antenna Huntington As defined Installation system components are physically installed System Equipment Beach & below Motorola 6.2.1. Install Motorola will install the antenna system Installation of Antenna Motorola Huntington equipment, including: System Equipment Beach ❖ Transmitter Combiner :• Receiver Multicoupler ❖ Jumpers and Cables ❖ Antennas and Antenna Mounts 6.2.2. Test Motorola will test the integrity of the antenna Test Antenna System Motorola N/A system installation. Installation 6.2.3. Antenna System Huntington Beach will acknowledge successful Antenna System Huntington Motorola Acceptance completion of the Antenna System Installation. Installation Acceptance Beach by signing the acceptance document. 7. Acceptance Test During this phase of the project, all Execution of Simulcast Huntington As defined Simulcast Site Addition components are Site Addition Beach & below tested and documented as defined in the equipment ATP Motorola Acceptance Test Plan. Motorola will document the results of the test procedures. 7.1. Functional Motorola will perform functional ATPs for this Functional Testing Motorola Huntington Simulcast Site Addition. During each test, test Beach results will be recorded for review and approval - of the test. Upon successful completion of each Acceptance test on a site -by -site and system - by -system level, Huntington Beach and Motorola will sign acceptance certificates documenting acceptance. Use or disclosure of this proposal is subjectto the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 15 7.1.1. System ATP Motorola will:test.the system functionality by System Functional ATP Motorola Huntington executing the functional Acceptance Test Beach Procedures documented in the contract. 7.1.2. SATP Acceptance Upon successful execution of the Acceptance System Acceptance Huntington Motorola Test Plan, Huntington Beach will acknowledge Acknowledgement Beach System Acceptance by signing the System Acceptance Certificate. Acceptance will occur on a site by site and system by system basis 8. Finalize The Finalization phase of the project Final Simulcast Site Huntington As defined consists of ensuring that all criteria for Final Addition Acceptance Beach & below Acceptance have been met. Motorola 8.1. Cut -Over The cutover plan will be executed as described Cutover to use of new Huntington As defined below. Simulcast Site Addition Beach & below Motorola 8.1.1. Planning Motorola will review the Simulcast Site Addition Prepare for System Motorola Huntington acceptance status, Cutover Plan, and schedule Cutover Beach system Cutover with Huntington Beach. 8.1.2. Huntington Beach Huntington Beach will confirm that the cutover Cutover Agreement Huntington Motorola Agreement plan and cutover planning for execution of the Beach system cutover. 8.1.3. Perform Cut -over Motorola will execute Cutover plan.. Cutover to use of Motorola Huntington Simulcast Site Addition Beach Equipment Where an existing system is being taken out of Decommission Old Huntington N/A removals service, Huntington Beach will reconfigure new System Beach ' equipment as necessary to delete access to the old equipment. Huntington Beach will remove equipment being taken out of service and locate the equipment in a designated Huntington Beach location. 8.2. Contract Items Motorola will ensure that the criteria for Final Review Contract Closure Motorola Huntington Acceptance have been met. Criteria Beach Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 16 t :f. f 8.2.1. Punchlist Motorola will resolve punchlist documented at Documentation and Motorola Huntington Resolution System Acceptance ` : :: Resolution of Punchlist Beach Items 8.2.2. Service Motorola will ensure that the criteria defined to Project Transitioned to Motorola Huntington Transition/PTC transition the project to service has been Service Beach completed. 8.2.3. System Manual Motorola will provide System Manuals with Delivery of System Motorola Huntington documentation as defined in the SOW. Manual Beach 8.2.4. Final Acceptance Huntington Beach will acknowledge Final Final Acceptance of Huntington Motorola System Acceptance upon completion of the Simulcast Site Addition Beach criteria for Final System Acceptance for this Simulcast Site Addition. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 17 after mutual agreement by Huntington -ned ready. At a minimum, Site Ready requires a site to have adequate room in an . existing building or shelter 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"). Detailed Site Ready audits will be performed by Motorola after contract execution. Motorola will provide a detailed site report identifying any site deficiencies. All site upgrades not identified in this document specifically as a Motorola deliverable are the responsibility of Huntington Beach. Huntington Beach may elect to contract with Motorola to perform necessary site upgrades, perform the upgrades itself, or utilize the services of a third party subcontractor. Site requirements must be met before Motorola will begin installation of system equipment. Huntington Beach 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. The following is a list of some, but not all, of the specific site ready requirements for this project. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 18 is comprised of both internal and -1r, along with all other grounds at the site, to form the overall site grounding system. Internal - Huntington Beach 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 - Huntington Beach 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. 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 19 -ppression for telephone circuits, AC i epc. caab lnngr d all other applicable external connections es iare'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. Electrical Requirement — Sites must have electrical service and electrical wiring that meets all applicable city, county, state, and National Electrical Codes (NEC) requirements. 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31 /02 20 nvironmental controls to meet the irements for all equipment that will be, installed at the site. This includes heating, ventilation, cooling, and humidity requirements. The 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. Earthquake Bracing Requirement — Huntington Beach shall supply, as required, building modifications to accommodate earthquake bracing. to meet all .applicable. city, county, state or national requirements.. If. Huntington Beach elects to perform some or all. of the physical installation of the fixed equipment (as defined in the contract), earthquake bracing must be installed before Motorola resources can optimize the equipment. Site Access Requirement — Huntington Beach shall provide site access for scheduled site walks, installation, optimization, system troubleshooting and completion of ATP. Huntington Beach shall use its best efforts to provide site access including transportation to sites that are not accessible by regular four-wheel drive vehicles. Huntington Beach shall be responsible for coordinating and scheduling with the Motorola Project Manager access to sites not directly controlled by Huntington Beach . Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 21 Fn — :exist) • owe Mo �stn cture is utilized at any site, a structural neenngan g "u�ndi MIT,- must be provided by Huntington Beach re the proposed antenna network is installed. Existing or original tower / site specifications or reports with current loading and grounding detail are required. System. Performance Motorola will be responsible for the performance of all equipment as provided by Motorola under this contract. Huntington Beach 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 communications project are further defined in the Project Schedule and in the Work Breakdown Structure at the end of this SOW. Some of- the system issues that can impact system performance are listed below with descriptions of Motorola and Huntington Beach responsibilities in those areas. Equipment Performance The project implementation requires the integration of existing Huntington Beach equipment with equipment provided under this contract. Motorola Provided Equipment Motorola is responsible for the performance of all new Motorola provided hardware. This hardware must operate functionally as described in the System Description, when operating within environmental specifications and in an RF environment which complies with the Motorola R56 specification. When the hardware environment is outside of electromechanical and environmental specifications, performance is no. longer guaranteed. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 22 in is for this project. Frequencies FCC licensing for system implementation is the responsibility of Huntington Beach. All responsibilities associated with the frequencies, such as interference and intermodulation, are the sole responsibility of Huntington Beach, unless explicitly identified in the SOW. The use of the unlicensed spread spectrum WLAN equipment introduces the possibility of interference, which can impact the performance of the AirMobile file transfer capability. The impact of this interference is the sole responsibility of Huntington Beach. Coverage Motorola is not providing any coverage acceptance. tests as. part of this proposal.` . Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 23 i %..It C-4: Acceptance Test Plan he City of untington Beach May 31, 2002 The. olbwAin gunestsNwill be_ performed to verify operation of the sub -system for the existing Orange County SmartZone 3.0 mixed mode simulcast system. A detailed procedure will be provided for each of the following tests. Please note that some tests cannot be performed in staging due to the fact that they can only be performed once the Southwest Cell's Simulcast Sub -system has been linked to the Zone Controller. System/Subsystem Acceptance Test Plan A. Site Call Types & Equipment 1. Mixed Mode Operation 2. Secure Operation 3. Voting Operation 4. Talkgroup Call 5. Busy Queuing and Callback 6. Automatic Retry 7. Continuous Assignment Updating 8. Emergency Call 9: Private Call 10. Site Trunking Indication 11. DC Voltages 12. Unmodulated RF Transmitter Frequency 13. Receiver Reference Oscillator Frequency 14. GPS/Rubidium Standard Operation 15. TeNSr Channel Bank (One for each TeNSr, for a total of two tests) 16. Universal Simulcast Controller Interface (USCI) 17. Remote Site Controller 18. Quantars 19. Antenna System 20. Uninterruptible Power System (UPS) Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 1 4. Backup Control Channels 5. Tx Power Failure Shutdown 6. Rx Interference Shutdown 7. Prime Site Controller to Remote Site Controller Link Failure I Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 2 of processing calls utilizing either analog or- digital'`ASTRO modulation 'The `'assigned channel is capable of dynamically configuring itself for the appropriate call type. Talkgroups within the system are designated either digital or analog. If both user types are required for a specific call, an analog talkgroup must be used. Three radios, Radio 1, Radio 2 and Radio 3 are required for this test. Talkgroup A will be configured for analog mode and Talkgroup B will be configured for digital mode. Each radio will be keyed up to verify operation. Secure Operation The SmartZone System infrastructure is equipped to process secure calls for ASTRO field units which are equipped with the appropriate options. All calls are on a unit -to -unit basis. Three radios, Radio 1, Radio 2 and Radio 3 are required for this test. Radios 1 and 2 have secure capability. Talkgroup A will be configured for digital mode. Each radio will be keyed up to verify operation. Voting Operation Voting operation ensures that the receive audio signal with the highest signal to noise ratio is voted and passes on through the audio network for transmission. At the Prime Site, use the optimization Spectra Radio to generate both digital and analog modulated signals, for each receiver frequency. Utilize RSS software program and computer monitor AstroTAC comparator operation. Use variable attenuation to reduce the input signal and increase the signal to .noise ratio (S/N). or error rate (BER) of the voted receiver. Proper voting operation will be verified. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 3 Talkgrou T taI grow . caIE-15-.the pnrrtary---Level =of organization for communications on a rune radio.': sstem�Y`Radl7os with= talkgroup call capability will be able to ,or'•`• 'S,s `�1.Y :1avFrl�ut-s.: ui3w►+.a'sr1.::rR- communicate with other members of the same talkgroup. This provides the effect of an assigned channel down to the talkgroup level. Select Talkgroup A (TG A) with radios 1 and 2 and Talkgroup B (TG B) with radios 3 and 4. Each radio will be keyed up to verify operation. Busy Queuing and Callback If no voice channel resources are available, radios requesting channels for new conversations are placed in a queue. Users of the same priority will move through the queue in a FIFO (first in, first out) sequence; however, users of higher priority will be inserted ahead of lower priority users in the queue. When a voice channel .becomes available, the radio at the top of the busy queue gets a channel assignment and generates a callback tone. The callback alerts the user that a channel assignment was made and transmitting is now possible on the selected talkgroup. This test is performed to verify proper operation of Busy Queuing and Callback. Automatic Retry Automatic retry is a feature built into Motorola trunked systems to ensure system access and eliminate the need for a radio user to rekey or remain keyed in an effort to gain a channel. When the radio operator presses the PTT, the radio sends a burst of data to the system central controller via the control channel to request a voice channel. To ensure that the request gets through in the event of weak signal levels or interference, the radio will automatically continue. to send a channel request until the request is acknowledged by the central controller, or until approximately 4 seconds has passed. Automatic retries are random to minimize contention on the control channel. Use or disclosure ojthis proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31 /02 4 i Rr^r T Aut atic retrysoperation wlll be venfled--' -s�t3g�yQ{a�`�i -,� St}h. Condnuous Assignment Updating_ When a talkgroup is assigned a voice channel, the site controller continues to transmit the channel assignment on the control channel for the duration of the talkgroup call. Radios coming into use on the system are automatically sent to voice channels with conversations in progress involving.their selected talkgroups. Radios 1 and 2 can be affiliated to the same or different SmartZone sites. A call will be initiated and the second radio will join the TG while the call is in progress to verify proper operation. Emergency Call Users in life threatening situations can use the Emergency button on the radio to immediately send a signal to the dispatcher and be assigned the next available voice channel. As soon as a user_ on .any channel de keys, the emergency caller is granted that channel. The first available channel is assigned and held by the emergency talkgroup. Verification will be made that the emergency alarm is displayed at console operator positions as well as at the SmartZone Dispatcher. Private Call Private Conversation (Private Call) allows a dispatcher or a radio user to carry on a conversation that is heard only by the two parties involved. Radio units receiving a Private Call will sound an alert tone and show a visual indication that a Private Call is being initiated. The display of radio will also show the six -digit individual ID of the initiating radio unit. During a Private Call, no other talkgroup traffic will be heard by either party. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 5 Two radios , Radio i and di&1?Eg a required to perform this test. For the . -. �f U o e of,:#hlsthe two=radlosldo:.not have to be programmed on the same a groups; A Prnratll wil be performed in order to verify this feature. Site Trunking Indication When a -site controller loses communication with the Zone Controller, the site enters a mode of communication called Site Trunking. While in Site Trunking, most call processing features available in Wide Area Trunking are still available because of the 'presence of remote site controllers (6809-based or I ntelli Repeaters). However, those call types which rely on the Zone Controller and AEB for processing will no longer be available until the site controller re- establishes its data link with the Zone Controller. A site in Site Trunking notifies SmartZone subscriber radios via the control channel that the site is in Site Trunking mode. SmartZone radios with a display alternately display the "Site Trunking" condition and the selected talkgroup name. This test is performed to verify proper operation of Site Trunking indication. DC Voltages Measures various DC voltages on the radio. This test is performed to verify the DC voltages. Unmodulated RF.Transmitter Frequency Measurement of the unmodulated transmitter frequency at the "RF MON OUT' port. This test is performed to verify that the transmitter is operating at the correct frequency. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 6 r frequency. This`t st s perf ffbedt o eri-fhafthe transmitter is operating at the correct LO frequency as listed on the Factory Wiring List (FWL). Receiver Reference Oscillator Frequency Measurement of the. receiver frequency at the modulator port. This test is performed to verify that the receiver is operating at the correct frequency. Receiver Reference Oscillator Frequency Measurement of the LO receiver frequency. This test is performed to verify that the receiver is operating at the correct LO frequency as listed on the Factory Wiring List,(FWL). GPS/Rubidium Standard Operation The GPS/Rubidium Standard provides a very accurate Global Positioning System disciplined reference oscillator to the transmitters and 1 pulse per second signals to various other equipment co -located at the site. The GPS/Rubidium Standard should be installed and operating for at least 24 hours prior to the test. This test is conducted to verify that there is proper operation with the addition of the GPS modules. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 7 IS(orPremsyschan bank is used in many applications throughout the... system.:..:.They are use interface audio circuits to the Ambassador Electronics Bank as well as passing voice and data to the remote trunked sites. This functional test will verify that the channel bank is up and running. Universal Simulcast Controller Interface (USCI) The .Universal Simulcast Controller Interface combines the selected analog audio from the AstroTac 3000 comparator and the T-Data from the Trunked Central controller to be passed to the remote sites via a distribution network. When the Simulcast Cell is in the Failsoft, the Failsoft word is in generated by the USCI. The USCI card cage must be installed and power must be applied to the shelf. This test is conducted to verify that there is proper operation with the addition of the USCI modules. Remote Site Controller In a SmartZone System the Simulcast Remote Site Controller function as the interface between the Prime Site Controller and the Quantar Repeaters that make up the simulcast transmitter site. The Remote Site Controller collects all of the alarms and Inbound signaling (requests from the subscriber units) and passes it on the Prime Site Controller. The initial state of the controllers will be powered down. This test is conducted to verify proper operation of the Remote Site Controller. Quantars The Quantar station is used at all RF sites in the SmartZone System. Basic functionality will be verified by testing the power output and the receive sensitivity of each of the stations. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 8 tennaSystem; An -- zYZI Thl test checks the`baslc;funcvonall : of the antennas stem b checkingthe S Ron the transrrl�t.and recelveantennas. Uninterruptib/e Power System (UPS) . The uninterruptible Power System (UPS) provides AC power to the prime and remote site controllers. The uninterrupted power to the controllers will allow the continued communication of the Remote Site controllers to and from the Prime Site controllers. This will minimize the possibility of an occurrence of Failsoft within the Simulcast subsystem. The UPS under test should have 24 hours to completely charge its batteries prior to the test. This will require that commercial power will have been applied to the UPS and that the circuit breakers supplying the power will have been enabled. Insure that all devices that receive power from the UPS are initially DISCONNECTED by turning off the controller power supplies.. This test is conducted to verify the proper operation of the UPS. Fault Management —Current Alarms/Alerts Fault Management information is accessed through pop-up windows and pull - down menus. The many windows within the Fault Management menu manage information for the entire system, fora class of objects, or for one specific object. Fault Management contains the following windows: Alarm/Alert Indicators Window, Current Alert Window , Alert History Window, Current Alarm Window, Alarm History Window, Current Status, Technician Messages Window,, and Diagnostics. The Current Alerts screens of Fault Management allow a network administrator to view messages. that will notify system maintenance personnel of problems occurring in the -system. The Current Alerts screens will display, those Alerts that have not yet been acknowledged and deleted by a Zone Manager user. Once Alerts have been deleted, they will appear in the Alert History Screens. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 9 ThivF h-,,'Wthere is proper operation of the Current Database Management System (DBMS) Reports This feature allows the user to view or print reports of different objects in the system. These reports are a listing of configuration parameters of objects in the system and programming options: The reports are displayed on the SmartZone Manager screen by default. However, they can also be sent to a printer. The following is a list of these applicable reports: ❖ AEB Ambassador Links ❖ AEB Ambassador Slots, Exclusion Classes ❖ Multigroup General Report 1, Multigroup General Report 2, Multigroup Critical/Important Users Multigroup Emergency Information ❖ Multigroup Valid Site Information ❖ Multiplexer •:� Radio ❖ Radio User Basic Features Authorization Info, Radio User Dispatcher Info, Radio User General Report, Radio User Interconnect Call Information ❖ Radio User Sitewide Sites •:� Radio User Valid Sites, Security Groups ❖ Sites Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 10 9. °"��Srte Channel --Site Home/Adjacent Sites �`•� $witch; Synchronous Cards ❖ Talkgroup, Critical/Important Users ❖ Talkgroup Emrg. Info., TG General Report 1, TG General Report 2 ❖ Talkgroup Interconnect Information ❖ Talkgroup Valid Site, User Application Access, User Radio Dispatch Attachments. Configure the system on the SmartZone Manager. This test is performed to verify that the new site can provide various reports that are displayed on the screen and can be printed, thus indicating proper operation of the DBMS Reports. Base Station Identification (Transmitter CW ID) In order to meet FCC requirements, Motorola trunked systems are programmed to broadcast the system ID in Morse code every 30 minutes. The Base Station Identification (BSI) will transmit from selected channels specified in the SmartZone database. This test is conducted to verify proper operation of the Transmitter CW I.D. Backup Control Channels A maximum of four channels are eligible for assignment as control channel in each SmartZone site. In the event that the assigned control channel fails at any remote site, the Zone controller automatically selects one of the other control capable channels as the active control channel for that site._A Control Channel Preference Level can be used to rank the control capable channels where 1 is the highest ranking and 4 is the lowest. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 ll of the Backup Control Channels. The Central Controller can detect a loss or decrease in transmitter output power. If the output of one of the repeaters drops below a threshold level (half rated power), the Central Controller will not assign that channel. The Central Controller can also disable a channel which is detected to have excess of the reverse power (one quarter rated power). This test is conducted to verify proper operation of the Tx Power Failure Shutdown. Rx Interference Shutdown Receiver interference occurs when a repeater receives an unauthorized signal. Recovering signals from a non -system related source could cause this. In order to prevent a. disruption of :communications, the Central Controller will remove the frequency (a channel) from the trunked system selection or assignment process when ,it detects an undesired carrier for longer than the specified time-out period. Once the interfering carrier disappears, the channel is returned to service within approximately 5 minutes. The time-out period (carrier malfunction or MALF), may be 1 to 253 seconds in length. The system default time-out value is 50 seconds. This test is conducted to verify proper operation of the Rx Interference Shutdown by the Central controller. Use or disclosure of this proposal is subject to the restrictions an the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 12 PrJni Slf Co "v7 a ^`S1!`YgConfroller Link Failure a n e: y rq e l . ofnultiiple remote site controllers. Loss of any of tFe-:linksZ tag. e_= ac ive Prime Site Controller will cause an alarm at the SmartZone Controller. The user must be logged on at a user terminal with the appropriate Security Group. This test is conducted to verify proper reporting of alarms. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 13 ibit Performance Schedule he City of untington Beach OCSD HUNTINGTON CA-02Q143A - Project Timeline Name 2002 ul Aug Sep Oct Nov Huntington Beach Simulcast Site Implementation Project Contract :7- Contract Award Contract Administration Customer Design Review Design Approval Microwave Installation and Site Upgrade --CUSTOMER Order Processing Equipment order processing Order --Bridged Manufacturing Manufacture FNE �� Ship to Staging Staging CCSI Ship Installation Installa!:Cn.Sanitation Simulcast Site Installation of Channel Banks at Huntington PD Installation Sanitation Simulcast Site 15K UPS Instal!afion Acceptance System Optimization Optinze Sanitation Simulcast Site s. System, Optimization Complete Acceptance Testing Funcil;cnal Testing and R56 SATP Acceptance Finalize Final Acceptance 05/31/02 Exhibit D System Acceptance Certificate CSA Set 1/31/02rev. 1 Motorola Contract No. 02-13121/DL SYSTEM ACCEPTANCE CERTIFICATE Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Signature: Print Name: Title: Date: FINAL PROJECT ACCEPTANCE: Motorola Representative: Signature. Print Name: Title: Date: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Signature: Print Name: Title: Date: Motorola Representative: T Signature: Print Name: Title: Date: CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 2 spa ►ty INSURANCE AND INDEMNIFICATION WAIVER .° MODIFICATION REQUEST 1. , Requested by: Jim Moore 2. Date: June 4, 2002 3. Name of contractor/permittee: Motorola 4. Description of work to be performed: Install radio transmitter 5. Value and length of contract: $425,000, four months 6. Waiver/modification request: Waiver of Limitation of Liability 7. Reason for request and why it should be granted: Installation of this equipment will improve radio reception. It does not replace the existing infrastructure or expose the Citv to any unforeseen losses. 8. Identify the risks to the Ci in approving this waiver/modification: None l 6/4/02 Depa ment Head Si t re Date: . APPROVALS Approvals must be obtained in'the order listed on this form. Two ''approvals are required for a request to:be:.granted. Approval from the City Administrator's Office is only; required if Risk Management and the City Attorney's Qffice disagree. 1. Risk Management E isApproved ❑ Denied Signature Date 2.Ci�ty Attorney's Office E Approved ❑ Denied Sign re Date 3. City Administrator's Office ❑ Approved ❑ Denied Signature Date If approved;the. completed. waiver/modification request is to be`submitted.to the City Attorney's Office along with the contract for approval. Once the contract has been approved, this form is to be filed with the Risk Management Division of Administrative Services --_:. --- J -_ -IA/1I w..^^ w.. �Mm June 3, 2002 Mr. Jim Moore Information Systems Manager 2000 Main St. Huntington Beach, CA 92648 Dear Mr. Moore: Motorola, Inc. ("Motorola") is pleased to have the opportunity to provide the City of Huntington Beach ("City") with quality communications equipment and services for the City of Huntington Beach Simulcast Site Add -on to the Orange County 800 MHz Voice Communications System. The purpose of this proposal is to provide the City with the Motorola equipment and technical services necessary to facilitate this project. The proposal consists of this cover letter and the Communications System Agreement ("CSA"), together with its Exhibits. The City may accept the proposal by delivering to Motorola the CSA signed by the City. Alternatively, Motorola would be pleased to address any concerns the City may have regarding the proposal. Motorola has offered the City significant discount pricing as reflected in the proposal. This pricing shall remain valid only until 4:00 p.m. Pacific Daylight Savings time on through June 28, 2002, at which time, the proposal pricing will terminate automatically unless it has already been accepted by the City in the manner stated above. Motorola places great value in its relationship with the City. We are honored to have been part of the overall solution to provide the City with top quality public safety communications, and look forward to continue our partnership through this opportunity. Motorola appreciates your consideration of this proposal and hopes you will find it acceptable. If you have any questions, please feel free to contact your Motorola Account Manager, Maril Beck at (909) 677-4919. Sincerely, MOTOROLA, INC. Western Division 6450 Sequence Drive, San Diego, CA 92121 (858) 578-2222 1-800-445-3620 CONFIDENTIAL AND PROPRIETARY PROPOSAL TO THE CITY OF HUNTINGTON BEACH FOR A SIMULCAST SITE ADDITION TO THE ORANGE COUNTY 800 MHz VOICE COMMUNICATIONS SYSTEM © 2002 MOTOROLA, INC. All rights reserved. No part of this publication, or any software included with it may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, including photocopying, electronic, mechanical, recording or otherwise, without the prior written permission of the copyright holder. This document contains proprietary information of MOTOROLA, INC. The contents are confidential and any disclosure to persons other than the officers, employees, agents or subcontractors of the owner or licensee of this document, without the prior written consent of MOTOROLA, INC., is strictly prohibited. Motorola, Inc. 1301 East Algonquin Road Schaumburg, IL 60196 USA (847) -576-5000 FAX: (847) 538-4317 May 2002 0 k lCommunicationsSystem Agreement City of :ington Beach May 3' • Communications System Agreement Motorola, Inc. ("Motorola") and the City of Huntington Beach, CA ("Customer") enter into this Communications System Agreement ("Agreement"), pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as "party" and collectively as "parties." For good and valuable consideration, the parties agree as follows: Section 1 EXHIBITS The Exhibits listed below are 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 Exhibits A through D will be resolved in the order in which they are listed below. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule and Pricing Summary' Exhibit C "Technical and Implementation Documents" C-1 "System Description" dated May 31, 2002 C-2 "Equipment List" dated May 31, 2002 C-3 "Statement of Work" dated May 31, 2002 C-4 "Acceptance Test Plan" or "ATP" dated May 31, 2002 C-5 "Performance Schedule" dated May 31, 2002 Exhibit D "System Acceptance Certificate" Section 2 DEFINITIONS Is Capitalized terms used in this Agreement shall have the following meanings: "Acceptance Tests" means those tests described in the Acceptance Test Plan. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). "Contract Price" means the price for the System, exclusive of any applicable sales or similar taxes and freight charges. "Effective Date" means that date upon which the last party to sign this Agreement has executed the Agreement. "Equipment' means the hardware listed in the Equipment List. "Infringement Claim" means a claim that the Equipment manufactured by Motorola or the Motorola Software infringes a United States patent or copyright. "Motorola Software" means Software that Motorola owns. "Non -Motorola Software" means Software that a party other than Motorola owns. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software • whether made by Motorola or another party. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • "Software" means the Motorola and Non -Motorola Software in object code format that is furnished with the System or Equipment and which may be listed on the Equipment List "Subsystem" means a major portion of the entire System that performs specific functions or operations as described in the Technical and Implementation Documents. "System" means the Equipment, Software, and services combined together into a system as more fully described in the Technical and Implementation Documents. "System Acceptance" means the Acceptance Tests have been successfully completed. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, ship, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, Motorola and Customer will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect such adjustment in a change order. Neither party is obligated to perform requested changes unless both parties execute a written change order. 3.3. TERM. Unless otherwise terminated in accordance with the provisions of this Agreement or extended by mutual agreement of the parties, the term of this Agreement shall begin on the Effective Date and shall continue until the date of System Acceptance or expiration of the warranty period as set forth in Section 9, whichever occurs last. • 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date of this Agreement, Customer may order additional Equipment or Software provided it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. The applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. 3.5. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement (other than software development kits, if applicable, which have separate software license agreements). Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.6. NON-MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non -Motorola Software. 3.7. SUBSTITUTIONS. At no additional cost to Customer, Motorola reserves the right to substitute any Equipment, Software, or services to be provided by Motorola, but only if the substitute meets the specifications and is of equivalent or better quality and value to the Customer. Any such substitution will be reflected in a change order. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • Section 4 PERFORMANCE SCHEDULE Motorola and Customer agree to perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with performance of this Agreement. No notice to proceed, purchase order, authorization or resolution, or other action is required for the performance of this Agreement to begin. • Section 5 PAYMENT OF CONTRACT PRICE 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $424,964.16. A pricing summary may be included with the Payment Schedule. Motorola will submit to Customer invoices according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after,the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution. 5.2. 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. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. All freight charges will be pre -paid by Motorola and added to the invoices. Title to the Equipment will pass to Customer upon shipment, except that title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide (i) a designated project manager; (ii) all necessary construction and building permits, zoning variances, licenses, and the like; and (iii) access to the work sites identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work specifically states to the contrary, Customer will ensure that these work sites will have (i) adequate physical space for the installation, use and maintenance of the System; (ii) adequate air conditioning and other environmental conditions; (iii) adequate electrical power outlets, distribution and equipment for the installation, use and maintenance of the System; and (iv) adequate telephone or other communication lines for the installation, use and maintenance of the System, including modem access, and adequate interfacing networking capabilities. Before installing the Equipment at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiency or non -conformity with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. SITE ISSUES. If Motorola or Customer determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, Motorola and Customer will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If such change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the parties will equitably amend the Contract Price or Performance Schedule, or both, by a change order. CSA Set 1/31/02rev. 3 Motorola Contract No. 02-13121/DL • Section 7 TRAINING If Motorola is providing Customer training under this Agreement, it will be described in a written training plan that is part of the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola is entitled to recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests described in the Acceptance Test Plan. When System Acceptance occurs, the parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for.individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for such Subsystem or phase, and the parties will promptly execute an acceptance certificate for the Subsystem or phase. After completion of the Acceptance Tests, if Customer believes that the System fails the Acceptance Tests , Customer will provide to Motorola a written notice that includes the specific details of such failure. If Customer fails to provide to Motorola such notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. • 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities under this Agreement may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer may not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which Motorola will not unreasonably withhold. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. . is 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance and when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating in the appropriate place on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform consistently with the System design and functionality specifications contained in the Statement of Work in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola attached to or used in connection with the System or for reasons beyond Motorola's control, such as (i) an earthquake, adverse atmospheric conditions, or other natural causes; (ii) the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; (iii) the addition of frequencies at System sites that cause RF interference or intermodulation; (iv) Customer changes to load usage or configuration outside the specifications; or (v) any acts of parties who are beyond Motorola's control. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 9.2. EQUIPMENT WARRANTY. For one (1) year from the date of System Acceptance or Beneficial Use, • whichever occurs first, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, for one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; (ii) defects or damage occurring from misuse, accident, liquids, neglect, or acts of God; (iii) defects or damage occurring from testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; (iv) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (v) defects or damage caused by Customer's failure to comply with all applicable industry and OSHA standards; (vi) Equipment that has had the serial number removed or made illegible; (vii) batteries (because they carry their own separate limited warranty); (viii) freight costs to ship Equipment to the repair depot; (ix) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (x) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. Before the expiration of the warranty period, Customer must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties. Upon receipt of such • notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. Such action will be the full extent of Motorola's liability hereunder. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. .9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR. THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS 10.1. EXCUSABLE DELAYS. Neither party will be liable for its non-performance or delayed performance if caused by a "Force Majeure" which means an event, circumstance, or act of a third party that is beyond a party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. Each party will notify the other if it becomes aware of any Force Majeure that will significantly delay performance. The notifying party will give such notice promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the parties will execute a CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL . change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If the Performance Schedule is delayed because of Customer (including any of its other contractors), (i) Customer will make the promised payments as if no delay occurred; and (ii) the parties will execute a change order to extend the Performance Schedule and, if requested by Motorola, compensate Motorola for all reasonable charges incurred because of such delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re- mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES 11.1. SETTLEMENT PREFERRED. Motorola and Customer will attempt to settle any claim or controversy arising from this Agreement (except for a claim relating to intellectual property) through consultation and negotiation in good faith and a spirit of mutual cooperation. The respective project managers will confer and attempt to settle a dispute. The dispute will be escalated to appropriate higher -level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by Motorola and Customer within thirty (30) days after notice by one of the parties demanding non -binding mediation. Motorola and Customer will not unreasonably withhold consent to the selection of a mediator, and they 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 alternative dispute resolution ("ADR"). 11.2. LITIGATION. Any claim relating to intellectual property and any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial demand for non -binding mediation as described above in Section 11.1.shall then be submitted by either party to a court of competent jurisdiction in the state in which the System is installed. Each party consents to jurisdiction over it by such a court. The use of 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 section before the expiration of the two -month ADR period if (i) good faith efforts to resolve the dispute under these procedures have been unsuccessful; or (ii) 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 12 DEFAULT AND TERMINATION 12.1. DEFAULT BY MOTOROLA. If Motorola fails to achieve System Acceptance in accordance with this Agreement or otherwise breaches a material obligation under this Agreement, Customer may consider Motorola to be in default, unless Customer or a Force Majeure causes such failure. If Customer asserts a default, it will give Motorola written and detailed notice of the default. Motorola will have thirty (30) days thereafter either to dispute the assertion or provide a written plan to cure the default that is acceptable to Customer. If Motorola provides a cure plan, it will begin implementing the cure plan immediately after receipt of Customer's approval of the plan. 12.2. DEFAULT BY CUSTOMER. If Customer fails to pay any amount when due under this Agreement, indicates that it is unable to pay any amount when due, or otherwise breaches a material obligation under this Agreement, Motorola may consider Customer to be in default, unless Motorola or a Force Majeure causes such failure. If Motorola asserts a default, it will give Customer written and detailed notice of the default and Customer will have thirty (30) days thereafter to (i) dispute the assertion, (ii) cure any monetary default (including interest), or (iii) provide a written plan to cure the default that is acceptable to Motorola. If Customer provides a cure plan, it will begin implementing the cure plan immediately after receipt of Motorola's approval of the plan. Motorola may stop work upon -a material default by Customer. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • 12.3. FAILURE TO CURE. If a defaulting party fails to cure the default as provided above in Sections 12.1 or 12.2, unless otherwise agreed in writing, the non -defaulting party may terminate any unfulfilled portion of this Agreement. In the event of such termination, the defaulting party will promptly return to the non - defaulting party any of its Confidential Information (as defined in Section 15.1). If Customer is the non - defaulting party, terminates this Agreement as permitted by this Section, and completes the System through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer agrees to use its best efforts to mitigate such costs and to provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, provided that Customer gives Motorola prompt, written notice of any such claim or suit. Customer shall cooperate with Motorola in its defense or settlement of such claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. This section sets forth the • full extent of Customer's general indemnification'of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent that it is based on an Infringement Claim, and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: (i) Customer promptly notifying Motorola in writing of such Infringement Claim; (ii) Motorola having sole control of the defense of such suit and all negotiations for its settlement or compromise; (iii) Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify 'it so that it becomes non -infringing while providing functionally equivalent performance, or grant Customer a credit for such Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Software. 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon (i) the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; (ii) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; (iii) any Equipment that is not Motorola's design or formula; (iv) a modification of the Motorola Software by a party other than Motorola; or (v) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct • the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment and Motorola Software or any parts thereof. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • Section 14 LIMITATION OF LIABILITY This limitation of liability provision shall apply notwithstanding any contrary provision in 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, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL. LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, 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 breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. 15.1.1. During the term of this Agreement, the parties may provide the other with Confidential Information. For the purposes of this Agreement, "Confidential Information" is any information disclosed in written, graphic, verbal, or machine -recognizable form, and is marked, designated, labeled or identified at the time of disclosure as being confidential or its equivalent; or if in verbal form is identified as confidential or proprietary at the time of disclosure and confirmed in writing within thirty (30) days of such disclosure. Notwithstanding any other provisions of this Agreement, confidential information shall not include any information that: (i) is or becomes publicly known through no wrongful act of the receiving party; (ii) is already known to the receiving party without restriction when it is disclosed; (iii) is, or subsequently becomes, rightfully and without breach of this Agreement, in the receiving party's possession without any obligation restricting disclosure; (iv) is independently developed by the receiving party without breach of this Agreement; or (v) is explicitly approved for release by written authorization of. the disclosing party.' 15.1.2. Concerning the Confidential Information provided to it by the other party, each party will: (i) maintain the confidentiality of such Confidential Information and not disclose it to any third party, except as authorized by the disclosing party in writing or as required by a court of competent jurisdiction; (ii) restrict disclosure of Confidential Information to its employees who have a "need to know" and not copy or reproduce such Confidential Information; (iii) take necessary and appropriate precautions to guard the confidentiality of Confidential Information, including informing its employees who handle such Confidential Information that it is confidential and not to be disclosed to others, but such precautions shall be at least the same degree of care that the receiving party applies to its own confidential information and shall not be less than reasonable care; and (iv) use such Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and shall at all times remain the property of the disclosing party, and no grant of any proprietary rights in the Confidential Information is hereby given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. 15.2.1. Motorola owns and retains all of its Proprietary Rights (as defined in Section 2) in the Equipment and Software. The third party manufacturer of any Equipment and the copyright owner of any Non -Motorola Software own and retain all of their Proprietary Rights in the Equipment and Software. Nothing in this Agreement is intended to restrict the Proprietary Rights of Motorola, any copyright owner of Non -Motorola Software, or any third party manufacturer of Equipment. All intellectual property developed, originated, or • prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • development. rights of intellectual property. This Agreement does not involve any Software that is a "work made for hire." 15.2.2. Except as explicitly provided in the Software License Agreement, nothing in this Agreement will be deemed to grant, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Concerning both the Motorola Software and the Non -Motorola Software, Customer agrees not to modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any amount for federal, state, or local excise, sales, lease, service, rental, use, property, occupation, or other taxes, assessments or duties (other than federal, state, and local taxes based on Motorola's income or net worth), all of which 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 applicable interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. 16.2. ASSIGNABILITY. Neither party may assign this Agreement without the prior written consent of the other party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. 16.3. SUBCONTRACTING. Motorola may subcontract any portion of the work, but such subcontracting will not relieve Motorola of its duties under this Agreement. 16.4 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. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either (i) a future or continuing waiver of that same right or power, or (ii) the waiver of any other right or power. 16.5. SEVERABILITY. If a court of competent jurisdiction renders any provision of this Agreement (or portion of a provision) to be invalid or otherwise unenforceable, that provision or portion of the provision will be severed and the remainder of this Agreement will continue in full force and effect as if the invalid provision or portion of the provision were not part of this Agreement. 16.6. INDEPENDENT CONTRACTORS. Each party shall perform its activities and duties hereunder only as an independent contractor. The parties and their personnel shall not be considered to be an employee or agent of the other party. Nothing in this Agreement shall be interpreted as granting either party the right or authority to make commitments of any kind for the other. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. 16.7. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either party. 16.8. GOVERNING LAW. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with.the laws of the State in which the System is installed. 16.9. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all previous agreements, proposals, 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 authorized representatives of both parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL not be considered an amendment or modification of this Agreement, even if a representative of each party signs such document. 16.10. NOTICES. Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and shall be effective upon receipt: Motorola, Inc. Attn: Contracts and Compliance Dept. 6450 Sequence Drive San Diego, CA 92121 fax: 858 404-2594 Customer Attn: fax: 16.11. COMPLIANCE WITH APPLICABLE LAWS. Each party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.12. AUTHORITY TO EXECUTE AGREEMENT. Each party represents to the other that (i) it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; (ii) the person executing this Agreement on its behalf has the authority to do so; (iii) upon execution and delivery of this Agreement by the parties, it is a valid and binding contract, • enforceable in accordance with its terms; and (iv) the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the party. • 16.13: SURVIVAL OF TERMS. The following provisions shall survive the expiration or termination of this Agreement for any reason: Sections 3.6 and 3.7 (concerning Software licensing); Section 11 (Disputes); Section 14 (Limitation of Liability); 15.1 (Confidential Information); and 15.2 (Preservation of Motorola's Proprietary Rights). The parties hereby enter into this Agreement as of the Effective Date. Motorola, Inc. Customer By: Name: Title: By: Name: Title: Date: Date: CSA Set 1/31/02rev. 10 Motorola Contract No. 02-13121/DL • Exhibit A Software License Agreement Motorola, Inc ("Motorola" or "Licensor") and the City of Huntington Beach, CA ("Licensee"), hereby enter into this Software License Agreement ("Agreement"). The parties agree as follows: Section 1 SCOPE Licensor will provide proprietary software and/or radio communications, computer, or other electronic products ("Products") containing embedded or pre -loaded proprietary software to Licensee. All such software that is owned by Motorola is referred to as "Software." Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information 'is provided) are collectively referred to as "Documentation." This Agreement contains the terms and conditions pursuant to which Licensor will license, and Licensee may use, the Software and Documentation. Section 2 GRANT OF LICENSE Licensor hereby grants to Licensee a personal, non -transferable (except as permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license granted authorizes Licensee to use the Software only in object code format and does not grant any rights to source code. Section 3 LIMITATIONS ON USE • 3.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third party to do so, except that Licensee may make one copy of Software provided by Licensor to be used solely for archival, back-up, or disaster recovery purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, provided that Licensee provides written notice to Licensor of such temporary transfer and such temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location does not entitle Licensee to use or access the RSS remotely. Licensee may make one additional copy for each computer owned or controlled by Licensee at each such location. Upon Licensor's written request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to use RSS. Section 4 OWNERSHIP AND TITLE Title to all copies of Software will not pass to Licensee at any time but remains vested exclusively in Licensor. Licensor owns and retains all of its proprietary rights in any form concerning the Software and • Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. This Agreement does not involve any software that is a "work made for hire." Section 5 . CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and confidential information and trade secrets. Licensee will take necessary and appropriate precautions to maintain and guard the confidentiality of the Software and Documentation, using at least the same degree of care that Licensee applies to its own confidential information but not less than reasonable care. Precautions will include informing Licensee's employees and agents who are authorized to use the Software and Documentation that such information is confidential and may not to be disclosed to others. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Licensor. Licensee will limit access to the Software and Documentation to Licensee's employees and agents who need to know and are authorized to use the Software and Documentation as permitted by this Agreement. Section 6 LIMITED WARRANTY 6.1. The warranty period for the Software will commence upon shipment and will continue for 120 days unless Licensor has agreed to a different warranty period in a separate agreement that has been mutually executed by Licensor and Licensee, in which case the warranty period will be as stated in such agreement subject to the remainder of this Section 6.1. For Software that is application software that is provided on a per unit basis, the warranty period for subsequent units licensed is the remainder (if any) of the initial • warranty period or, if the initial warranty period has expired, the remainder (if any) of the term of the applicable Software Maintenance and Support Agreement. 6.2. During the applicable warranty period, Licensor warrants that the unmodified Software, when used properly and in accordance with this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the system. Whether such defect occurs will be determined solely with reference to the Documentation. For Software involving radio frequency systems and Products, the primary functionality of a voice communication system is subscriber -to -subscriber, subscriber -to -dispatcher, and dispatcher -to -subscriber voice communication; and the primary functionality of a data communication system is point-to-point data transmission. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error -free or that the Software or the Products will meet Licensee's particular requirements. 6.3. Before the expiration of the applicable warranty period, Licensee must notify Licensor in writing if the Software does not conform to this warranty. Upon receipt of such notice, Licensor will investigate the warranty claim. If this investigation confirms a valid warranty claim, Licensor will (at its option and at no additional charge to Licensee) repair the defect, replace the defective Software with the same or equivalent software, or refund the price of the defective Software or individual Product in which the Software is embedded or for which it was provided. Such action will be the full extent of Licensor's liability and Licensee's sole remedy for a breach of this warranty. If the investigation indicates the warranty claim is not valid, then Licensor may invoice Licensee for responding to the claim on a time and materials basis using Licensor's current labor rates. 6.4. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND .NOT A SALE OF GOODS; • THEREFORE, IT IS NOT COVERED BY THE UNIFORM COMMERCIAL CODE. CSA Set 1/31/02rev. 2 . Motorola Contract No. 02-13121/DL • LJ Section 7 LIMITATION OF LIABILITY EXCEPT FOR PERSONAL INJURY OR DEATH, LICENSOR'S TOTAL LIAIBLITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILTY IN TORT, OR OTHERWISE, WILL BE LIMITED TO LICENSEE'S DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED THE PRICE FOR THE SOFTWARE, THE PRODUCTS PROVIDED BY LICENSOR IN WHICH THE SOFTWARE IS EMBEDDED OR INSTALLED, OR THE SERVICES SPECIFICALLY RELATED TO THE SOFTWARE WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT LICENSOR WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING FROM THIS AGREEMENT OR THE SALE OR USE OF ANY SOFTWARE OR PRODUCTS. This Limitation of Liability provision will survive the termination of this Agreement. Licensee must bring any action under this Agreement within one (1) year after the cause of action arises. Section 8 TRANSFERS Licensee may not transfer Software to any third party without Licensor's prior written consent, which consent may be withheld in Licensor's reasonable discretion and may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHport® Software) embedded in or furnished for use with those radio Products; provided that Licensee transfers all copies of such Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 TERM AND TERMINATION Licensee's right to use the Software will begin when this Agreement is mutually executed by both parties and will continue in perpetuity unless Licensee breaches this Agreement, in which case it shall be terminated immediately without notice by Licensor. In addition to termination, Licensor shall be entitled to all available remedies at law or in equity (including immediate injunctive relief without proving damages and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). ' Licensee acknowledges that its breach of this Agreement will result in irreparable harm to Licensor for which monetary damages would be inadequate. Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 NOTICES Notices required. under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), and shall be effective upon receipt. Change of address must be in writing to the other party. Licensee Attn: Contracts and Compliance Dept. 6450 Sequence Drive San Diego, CA 92121 Licensor Attn: CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS In the event that the Licensee is the United States Government or a United States Government agency, then the provisions of this section also apply. Use, duplication or disclosure of the Software and associated documentation under Licensor's copyrights and/or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless being provided to the Department of Defense. If being provided to the Department of Defense, use, duplication, or disclosure of Software and associated documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. Software and associated documentation may or may not include a Restricted Rights notice, or other notice referring specifically to the terms and conditions of this Agreement. The terms and conditions of this Agreement shall each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the rights provided to the Licensee under the aforementioned provisions of the FAR or DFARS, as applicable to the particular procuring agency and procurement transaction. Section 12 GENERAL 12.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. 12.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations, including export laws and. regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the Unites States • Government, or any agency thereof, at the time of such action, requires an export license or other governmental approval. Violation of this provision shall be a material. breach of this Agreement, permitting immediate termination by Licensor. 12.3. WAIVERS. 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. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 12.4. ASSIGNMENTS. Licensor 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 Software, without prior notice to or consent of Licensee. 12.5. ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the entire agreement of the parties regarding Licensee's use of the Software and may be altered, amended, or modified only by a written instrument signed by an authorized representative of each party, except that Licensor may modify this Agreement as necessary to comply with applicable laws and regulations. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either party. 12.6. GOVERNING LAW. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped if Licensee is a sovereign government entity, or the laws of the State of Illinois if Licensee is not a sovereign government entity. 12.7. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, that provision will be severed and the remainder of this • Agreement will remain in full force and effect. CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • • n U In witness whereof, the parties have caused duly authorized representatives to execute this Software License Agreement on the dates set forth below. Licensor By: Name: Title: Date: Licensee By: _ Name: Title: Date: CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 5 • • U Exhibit B Payment Schedule and Pricing Summary CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL • EXHIBIT B PAYMENT SCHEDULE • is Except for the first payment, which is due when Customer signs this Agreement, Customer agrees to make payments to Motorola within 20 days after the date of invoices that will be submitted by Motorola according to the following payment schedule: 1. 10% of the total contract price is due when Customer signs this Agreement; 2. 75% of the total contract price will be invoiced immediately after the Equipment is delivered to the field; 3. 10% of the total contract price will be invoiced immediately after the Equipment is installed. 4. 5% of the total contract price will be invoiced immediately after the System Acceptance. CSA Set 1/31/02rev. 2 Motorola Contract No. 02-13121/DL • Item Description Unit Price Quantity Extended Price 1 Equipment incl shipping a Sanitation Controller Equipment $ 41,286.73 b Sanitation Repeater Equipment $ 9,665.65 c Sanitation TNSR 1 Equipment $ 52,208.23 d Huntington Beach TNSR 1 Equipment $ 52,208.23 e Antenna System Equipment $ 35,400.13 f MOSCAD Equipment $ 8,327.73 g Miscellaneous Equipment $ 45,295.73 ETHERNET equipment racks site accessories microwave cards FRU kits distribution amplifiers USP, 600w, 120v • etc • 2 Project Implementation Services $ 87,948.00 Project Management System Engineering System Technologist Installation lot $ 41,286.73 8 $ 77,325.21 lot $ 52,208.23 lot $ 52,208.23 lot $ 35,400.13 lot $ 8,327.73 lot $ 45,295.73 Total Equipment $ 312,052.00 lot $ 87,948.00 Total Services $ 87,948.00 3 Taxes Taxes $ 24,964.16 *Total Project $ 4249964.16 This pricing is valid only until 4pm Pacific Daylight Time, on June 28, 2002. Use or disclosure of this proposal is subject to the restrictions on the title page. MOTOMMA Motorola Confidential Proprietary May 31, 2002 1 0 • • Exhibit C Technical and Implementation Documents CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL May 3 r Ex� � � � Description p City of :ington Beach Motorola is prop— bs, aTdWon of a remote site to the Southwest cell of the L existing 800MHz SmartZone 3.0 Simulcast System. SmartZone 3.0 utilizes the APCO standard CAI IMBE vocoder to process the ASTRO digital signal. This system design consists of an eight (8)-channel mixed -mode simulcast system to enhance coverage within the Southwest Cell of the county, particularly along the coast of Huntington Beach. Motorola will be providing programming services for the MOSCAD Graphic Master Central workstation located at the Master site, Loma Ridge. This is the only modification to this site and all other equipment existing at the Master site will not be modified in any manner. Site equipment will be polled and monitored via the MOSCAD terminal at Loma Ridge. Motorola will not be making any modifications to the existing AEB or CEB. Motorola will not be making any modifications to the existing dispatch center(s). The prime site, Huntington Beach Police Department, and remote site, Sanitation, shall be connected via a microwave loop. The City of Huntington Beach will be responsible for all microwave implementations and operations. This document includes product and system design overviews in the following order: I. Simulcast Sites 11. Generalized Equipment Inventory by Site III. Microwave System IV. Antennas and Transmission Line V. Fault Management Network VI. Simulcast Controllers Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 1 ;4 �X. Simulcasi"orol-ge-- 10►nent X. GPS and WSystem Clocking XI. Towers XII. Coverage Design XI11. System Spares 1. Simulcast Sites Only one (1) RF site, Sanitation, is to be added as a remote site in this design. This site will be interfaced with the existing Simulcast equipment at Huntington Beach PD (HB PD). The remote site at Sanitation is an existing radio site, however additional equipment is required to convert it into a Simulcast site. ll. Generalized Equipment Breakdown by Site Motorola will provide the following equipment at HB PD: ❖ Two (2) Harris Microwave DVM Radio Modules ❖ One (1) Channel Bank (TeNSr) ❖ Eight (8) AstroTAC3000 Comparator (ATAC3000) Wireline Modules ❖ Eight (8) AstroTAC3000 Comparator (ATAC3000) V.24 Modules ❖ Eight (8) Universal Simulcast Controllers Interface (USCI) module ❖ Eight (8) Simulcast Distribution Amplifier (SDA) Modules Motorola will provide the following equipment at Sanitation: ❖ One (1) MTC3600 Remote Site Controller (ReSC) Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 2 rr` r F (TeNSr) Two (2) 5 MHz Sine Modules for Site Standards with GPS and Network Clocking (Efratom) ❖ Three (3) 1 PPS Timing Modules for Site Standards with GPS and Network Clocking (Efratom) ❖ One (1) MOSCAD Remote Terminal Units (MOSCAD RTU) Five (5) 7.5' Racks for the new equipment YL Microwave System In discussion with the City of Huntington Beach it was determined that the customer will use the existing spares currently in their possession to satisfy the requirement for a Harris Microwave Loopswitch Module at the Sanitation site. Furthermore, the City of Huntington Beach will be responsible for all microwave implementations and operations and shall provide Motorola with a demarcation for the interface to the proposed equipment. The power for the radios is currently delivered from a —48VDC charging system that will also power the TeNSr channel banks at each site; due to the fact that is a minimal load addition, no additional chargers or batteries will be added. Motorola is providing the following cards for the microwave system at HB PD: ❖ Two (2) Harris Microwave DVM Radio Modules. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary 0 MOTOROLA 5/31/02 3 Yhe design of the tra-n m f- and receive networks at the Sanitation site will follow standard }COOS installation guidelines. Two (2) Decibel omni antennae, model DB810 with 10 dB gain, were used for both transmit and receive at a height of 90 ft. The antennae and height may change during the detailed design review with the customer. The transmit run will terminate at an eight -channel waveguide combiner. The receive run shall terminate at a 16-channel multicoupling amplifier. Jumpers in the shelter, from the bulkhead to the multicoupler and combiners, will be superflexible cable. Each antenna jumper will connect to a polyphaser lightning surge suppression unit at the bulkhead to protect the equipment from lightning damage. V. Fault Management Network A Motorola MOSCAD Fault Management system is used to monitor change -of - state events at the radio sites. The operator interface to MOSCAD is a Graphic Master Central (GMC) workstation located at the Master Site (Loma Ridge). The GMC is a Windows -based PC with a GUI software package that allows viewing and controlling of the entire system. The GMC connects into the MOSCAD system via a co -located MOSCAD Front End Processor (FEP). The FEP is the communication link between the GMC and the MOSCAD Remote Terminal Units (RTU) at the system's remote sites. The RTUs are responsible for monitoring of field devices and other equipment at the sites. The MOSCAD IP Gateway, GMC, and FEP typically reside at the Master/Prime site. Connectivity between RTUs from site to site will be via an SRU port on the TeNSr channel banks and then over the system's digital transmission facility. Both the RTUs and FEPs are programmed using a DOS -based MOSCAD Programming Toolbox software package. This can be done locally or through remote dial -up. Alphanumeric �,- Paging functionality is included to alert key personnel of major system alarms. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 4 ..pro• _� 4. - ,� Thep �r a „wi g` 6ohnical personnel in the event of user- ewl SC AD system can operate off the negative r e ��� is "b i�� power supplies. Devices that can be monitored g ound of t VVte P _._._. pP are: Repeaters,'Comparators, Channel Banks, Site Frequency Standards, and Controllers. Motorola will be providing the programming services for the MOSCAD Master Central. Furthermore, the addition to the City of Huntington Beach's MOSCAD system is as follows: ❖ One (1) RTU will be added to the Sanitation site. Vl. Simulcast Controllers There are two types of controllers in a Simulcast system: MTC3600 Prime Site r--, Controllers and MTC3600 Remote Site Controllers. The prime site controllers are t usually a redundant pair referred to as Prime and Alternate. Both controllers are tied together via a data switch that brings the alternate controller on line in the unlikely event of a prime controller failure. The simulcast prime site controller is responsible for monitoring the system's remote site controllers via a 9600-baud data link to the remote sites. This link is physically connected through the TeNSr channel bank's SRU data ports. The prime site controllers also interface to the RF stations to assign control and voice channels. Both the prime and the alternate controllers are mounted in the same rack for convenience and ease of access by the redundant data switch. The City of Huntington Beach's system will require the addition of: ❖ One (1) Remote Site Controller (MTC3600) located at Sanitation. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary dwMOTOROLA 5/31/02 5 11�loiorola�s �taanfaxias fatiori repeater provides a modular, flexible station design allowing fora both ASTRO digital and standard analog audio transmission and reception. The Quantar provides synthesized frequency generation and is rated for continuous duty operation in temperature ranges that exceed EIA/TIA requirements. Housed in the Quantar chassis are power amplifier, exciter, power supply, wireline, control, and receiver modules. Each module is field replaceable. The City of Huntington Beach system will require the addition of: ❖ Eight (8) 100-watt Quantar stations at Sanitation. Vlll. TeNSr Channel Banks The Telecommunications Network Server (TeNSr) is a multi -functional T1/E1 access device used to combine the capabilities of digital access cross -connects (DACS), channel banks, multiplexers, DSU/CSUs, drop and inserts, and converters in one efficient and reliable package. Each T1/E1 the TeNSr supports can carry many combinations of high or low speed dedicated data and voice traffic. The TeNSr interfaces between the AEB, the DIUs, and the TID. The audio inputs from the AEB or the repeaters are digitized and placed onto a T1/E1 line using Time Division Multiplexing (TDM). The audio information can then be transferred in T1/E1 formats between sites and subsystems. The TeNSr physically resides at the RF sites and provides the link between the remote sites and the master/prime sites via a digital transport medium such as digital microwave or a leased line. The TeNSr is software configurable with a menu driven user interface that allows the user to manage and configure individual cards, access alarm reports and histories, and backup all essential records. It is remotely accessible through a variety of methods and has many integrated diagnostic and alarm reporting functions. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 6 IX. Simulcost/Voting Equipment The devices that will perform the simulcast functionality are the: AstroTAC-3000 Comparator, Universal Simulcast Controllers Interface (USCI), and the Simulcast Distribution Amplifier (SDA). The comparators will dynamically vote on the best -received analog or ASTRO digital signal and route it to the transmit path. The AstroTAC-3000 will also act as a centralized audio source for the system features such as telephone interconnect and console dispatch. The USCI's combine data from the central simulcast controller and audio from the AstroTAC 3000 and provide a single output to an SDA, which is the next stage of the transmit path. The USCI is a card that fits in a Simulcast Controller Interface (SCI) cardcage. For redundancy purposes, the odd and even channels are usually distributed between two (2) separate SCI cardcages. The SDA will take the output from the USCI and distribute it to all of the remote sites via the TeNSr channel bank. It will act a multiplexer for the transmit path audio. The SDA's are usually distributed like the USCI's — over odd and even channels. The City's Astro-TAC 3000 Comparators located at the Prime Site require the addition of the following cards: ❖ Eight (8) AstroTAC3000 Comparator (ATAC3000) Wireline Modules �- ❖ Eight (8) AstroTAC3000 Comparator (ATAC3000) V.24 Modules Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 The City, t tl[ f; o , to t . i�=fll6wing'cards: ❖ Eight (8) SDA Modules X. GPS and Network Time Protocol (EFRATOM) The GPS and Network Time Protocol (NTP) device in the existing SmartZone 3.0 system is an Efratom. The Efratom provides a Stratum 1 clock to provide a universal time and data reference to all IP-connected system elements. The Efratom also provides synchronization to the AEB. The Efratom is a redundant device. In addition, the SmartZone Database Server and User Configuration Server are designated as secondary NTP devices. The Efratom is one of the preferred time sources for T1/E1 WAN synchronization. The GPS section of the r Efratom provides time stamp information that is critical to setting precise transmission launch times in Simulcast. The Efratom will be run from a 48VDC source. The City's system will include the following: ❖ Two (2) 5 MHz Sine Modules for Site Standards with GPS and Network Clocking (Efratom) ❖ Three (3) 1 PPS Timing Modules for Site Standards with GPS and Network Clocking (Efratom) A Towers Motorola is not proposing any new towers. This system will use existing towers and may require the City of Huntington Beach to solicit a tower loading analysis based upon new equipment to be put on those structures. Motorola can arrange for the tower analysis at the City's request for an additional cost. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary 0 MOTOROLA 5/31/02 8 This system, om�gCT -K, Thle to enhance radio coverage simulcast system in the Huntington Beach area. Coverage prediction maps, based on Motorola proposed equipment and parameters, will be made available for the City of Huntington Beach's documentation purposes at the request of the City. These maps are for informational purposes only and are not a coverage guarantee. It should be noted that the improvement area of coverage has yet to be determined by Motorola and Huntington Beach as a mutual decision. X111. System Spares Motorola has not included any spares, however spares may be supplied at the 1 request of the customer for an additional cost. Customer changes/suggestions will be applied during the detailed design review, which may result in changes to the cost of the system. Conclusion Motorola is committed to continuing to meet the needs of the City of Huntington Beach for years to come. Motorola has a proven track record with over 70 years of excellence worldwide and has consistently set the wireless technology benchmark that other vendors strive to attain. We welcome this opportunity to continue to partner with the City of Huntington Beach and look forward to providing their radio communication solutions well into the future. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary 0 MO7'OROLA 5/31/02 9 4 �►�- =, ! ` men t List City of :ington Beach May 3' 1 SOM61SUM0067 _. MTC 3600 SZ RESC 1 D391AO ADD: 7 CHANNELS (14 CH CTY) 1 D275AK ADD: REDUNDANT POWER SUPPLY Sanitation - TNSR 1 1 DSPREM891830 UNIVERSAL ENCLOSURE TENSR 800 2 DSPREM880160 CPU 8 T1 E1 CROSS CONNT 1 DSPREM892060 8T1 E1 IF CARD 32K WITH MODEM 2 DSPREM8902 DC POWER SUPPLY 48 VDC 2 DSPREM822560 10 PORT LD-SRU CARD 2 DSPREM816460 4 PORT 4W DSM CARD 1 DSPREM801460 DUAL T1 E1 WAN W/ RELAYS 1:N REDUNDANCY 1 DSPREM801060 DUAL T1 E1 WAN CARD 4 DSPREM81130 DSX CEPT PLUG IN MODULE 2 DSTSJ48CLT RJ-45 8 WIRE MOD PROT. INSTALL RJ-45 OR HARD WIIRED (16 VOLT) T1/E1 1 DSTSJADP TWO RACK UNIT BKT Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 1 1 C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater 2 1 C99ED QUANTAR/QUANTAO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31 /02 1 C99ED �� � QUANTAR/QUANTAO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater 4 1 C99ED QUANTAR/QUANTAO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 1 C99ED._..__. QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater 6 1 C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 [it4a� 1 QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Sanitation - Repeater 7 1 C99ED QUANTAR/QUANTRO FAMILY 1 001 C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND FIX 806-825 MHZ/TX 851-870 MHZ, 100-20 WATTS 1 X897 A ENH: SZ6809 ASTR CAI TRK QTAR 1 X153 ADD: HARDWARE, RACKMOUNT 1 X287 DEL: FUNCTIONAL MANUAL 1 X889 ADD: ASTRO W/L INTFC V.24 1 X888 ADD: GPS SIMULCAST Ethernet Service Kit 8 REX4430 ENH: ETHERNET SERVICE KIT Use or disclosure of this proposal is subject to the restrictions on the title page_ Motorola Confidential Proprietary MOTOROLA 5/31102 Accessories 5 TRN7343 SEVEN AND A HALF FOOT RACK Sanitation - Site Accessories 1 6881088E90 MANUAL SERV QUANTAR/QUANTRO 2 DSMFTSMBF05 4 PORT 5MHZ SINE MODULE 3 DSMFTSMDP 4 PORT 1 PPS TIMING MODULE Miscellaneous 2 DQMW101109690001 Microwave: DVM M12 Card 1 DQ11164719 HD EQUIPMENT SHELF 1 DQDST20A DISTRIBUTION PANEL(USES PBA PLUG-IN BREAKERS) 15 DQ40540561 PBA PLUG-IN BREAKER, 10 AMP 8 CLN1493 FRU WIRELINE BD COMP. CAI FC 8 CLN1163 FRU V 24 WITH RJ48 8 T5307 SPARE UNIVERSAL SCI (USCI) 8 MWQLN3174A DISTRIBUTION AMPLIFIER (SDA) 2 DQMPPCXZXH4 PNL MPP 24PT RJ50-PNP 1.75X19 (DSM INTERFACES) 2 DQMPPCXZXH2 PNL MPP 24PT 3 CONN (T1 INTERFACE) 2 DQMPPCXZXH3 PNL MPP 24PT RJ50-PNP 1.75X19 (4W INTERFACES) 1 DS000600AC11009 UPS. 60OW FERRUPS, 120V, SOFTWIRED UPS 11 MIN. FULL LOAD 2 DDN6484 FRU AC DISTRIBUTION PANEL Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 2 TDF1080 ANTENNA 12DB GAIN 500 W 806-869MH 12 L1705 1/2" LDF HELIAX POLY JKT PER FT 6 DSL4PNMRC 1/2" N MALE RING FLARE CONN 260 L1709 7/8" LDF HELIAX POLY JKT PER FOOT 6 DSL5PNFRPC 7/8" CONN N FEMALE 1 PC CAPTIVATED 5 TDN6674 7/8" CABLE GROUND CLAMP KIT 1 RRX4038A ISB50LNC2MA BULKHEAD ARRESTOR 125-1000 1 DQISCF50HNMA ISCF50HNMA COMBINER BULKHEAD ARRESTOR 800-900 MHZ 80 L1705 1/2" LDF HELIAX POLY JKT PER FT 6 DSL4PNMRC 1/2" N MALE RING FLARE CONN 1 E705AQ ADD: 1/2" 7-16 DIN MALE STA END 1 DSWIJD86208S COMB WAV-G 851-869 8 CH 7/16 ANT, 150 KHZ MIN SEP BETWEEN CHANNELS 180 L1702 1/2" SUPERFLEX POLY JKT PER FOOT 20 CDN6578 1/2" N MALE PLUG S FLEX 90 L1700 1/4" SUPERFLEX POLY JKT PER FOOT 10 TDN9714 1/4" CONN N MALE S FLEX PLTD 10 TDN9715 1/4" CONN BNC MALE S FLEX PLTD 1 DDF1000 16 PORT QUAD RECEIVER MULTICPL Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 1 DSPREM891830 UNIVERSAL ENCLOSURE TENSR 800 2 DSPREM880160 CPU 8 T1 E1 CROSS CONNT 1 DSPREM892060 8T1 E1 IF CARD 32K WITH MODEM 2 DSPREM8902 DC POWER SUPPLY 48 VDC 2 DSPREM822560 10 PORT LD-SRU CARD 2 DSPREM816460 4 PORT 4W DSM CARD 1 DSPREM801460 DUAL T1 E1 WAN W/ RELAYS 1:N REDUNDANCY 1 DSPREM801060 DUAL T1 E1 WAN CARD 4 DSPREM81130 DSX CEPT PLUG IN MODULE 2 DSTSJ48CLT RJ-45 8 WIRE MOD PROT. INSTALL RJ-45 OR HARD WIIRED (16 VOLT) T1/E1 1 DSTSJADP I TWO RACK UNIT BKT MOSCAD 1 F6900 MOSCAD LESS RADIO 1 V051 ALT: NEMA TO RACKMOUNT 1 V369 ALT: REPLACE M.B. WITH 4CPU+41/0 1 V425 ADD: CPU SERIES 400 2 V345 ADD: ASYNC RS232 VIA PORT 3 1 V516 ADD: 16DO ML MODULE 1 V115 ADD: 16D1 MODULE Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31 /02 Y May 3 of Work City of ;ington Beach This Spa etrl�l�i o �) �describes the work to be performed for the installation, optimization, and testing of a Simulcast Site Addition to the Orange County OCSD system for Huntington Beach. It delineates responsibilities between Motorola and Huntington Beach as agreed to by contract. The Motorola Installation team will be led by a Motorola Installation Team Manager. The primary function of the Project Manager is to successfully implement the project, within the allotted timeframe. Changes to this document shall be made through a Change Order as described in later in this SOW. Motorola System Responsibilities (General) Motorola will be responsible for the performance of all equipment provided by Motorola under this contract. Huntington Beach will assume responsibility for the performance of all other equipment necessary for completion of this project not provided by Motorola. Motorola 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 general responsibilities include the following: ❖ Provide a Project Manager as a primary point of contact. Provide a project implementation team to implement Huntington Beach system as defined in this SOW and the System Description. ❖ Prepare and maintain the minutes of all project meetings. ❖ Schedule the system upgrades and cutover in agreement with Huntington Beach so as to minimize the downtime of the system and the impact to Huntington Beach. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 1 Y117 t'11 ""Motorola subcontractors under this ... -..w- ❖--d Administer safety W6rk'pr6cedures for construction and installation. Huntington Beach System Responsibilities (General) Huntington Beach responsibilities on this project are further defined in the Project Schedule and in the WBS, which is part of this SOW. Huntington Beach responsibilities include: ❖ Provide a designated project manager for system implementation. ❖ Host all project meetings. ❖ Supply primary commercial power, wiring, and cable terminations. ❖ Obtain all FCC, FAA, zoning, site access, and other permits (including, but not limited to, easements, impact studies, planning commission approval, variances, etc) necessary for this project and any other agreements required to gain use of sites. Post the RF license for radio sites prior to testing. Supply the site links (i.e. telephone circuits, microwave, leased T1, etc) as required to accommodate the audio and data signals required for the Motorola system. Motorola will provide the appropriate link specification to Huntington Beach. ❖ Secure the right to use new site locations. ❖ Ensure all Huntington Beach subcontractors perform in accordance with this SOW and the project schedule. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MO'TOROLA 5/31/02 2 ;* in att'il;al —and telephone connections for the Q �0-0_�, placing cables in their appropriate locations. ....,❖:_Provide -all coordination ­required between Huntington Beach, Motorola and Orange County. 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 the tasks, as well as reflecting who is the responsible party for each task. A detailed WBS is part of this SOW. Motorola's phased approach to implementation includes factory staging, site development, infrastructure and subscriber unit installation, optimization and programming, and testing of the communications network. Factory Staging During staging, Motorola personnel will install system components into the equipment racks that will eventually be installed in Huntington Beach. The intent of the staging effort is to verify physical configuration of the racks. Upon completion of the rack installation, Motorola will prepare the racks for shipping and delivery to the installation site. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 3 �Inst � � of Fixed Equipment - Installation of Uotorola Supplied Equipment Motorola will install the equipment as defined by the Equipment List and WBS. 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. 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 Huntington Beach prior to commencement of acceptance testing. If deficiencies are found during the testing, both the deficiencies and resolutions to the deficiencies shall be agreed upon and documented. If the documented deficiencies do not prevent productive operational use of the system, then the test will be deemed to have been completed. Motorola will, however, remain responsible for the resolution of the documented deficiencies. Any system testing that Huntington Beach 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOAOLA 5/31/02 4 No subscriber services are offered as part of this agreement. Training No Training is offered as part of this agreement. System Documentation Motorola provides documentation of the system configurations, physical installation, and system testing. Documentation is created and updated during the project. Design Documentation Motorola will create or update the following documents during the design phase: ❖ Equipment list ❖ System description ❖ Acceptance test procedures ❖ Programming parameters ❖ Drawings Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 5 tion } .. , oftardt p ply", sJ_�0! ornamentation for the system. The documentation Will consist. oii : ❖ System drawings: ❖ Plan and elevation views of the equipment installation at the radio site ♦ Equipment inter -cabling diagrams for each site ❖ Demarcation wiring lists ❖ Programming and level setting data sheets ❖ Equipment by site ♦ Key access procedures ♦ Site inventory lists ♦ Remote sign -on procedures and passwords ♦ Software versions and equipment wiring by equipment site ❖ Radio' Licenses ❖ Field ATP test sheets and results ❖ R56 site audit ❖ Warranty information Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 6 covering both standard and optional T , -, c0lot't. o t o t l uals is standardized and may not be specific to untington'Beacli: 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. System Acceptance System Acceptance shall be controlled by section 8 of the CSA. Each task requiring Acceptance Test procedures to be executed requires both Huntington Beach and Motorola representatives to witness and approve the test. 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 Huntington Beach 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 7 bhanges tb awnt a-d w, 11 be Controlled by section 3.2 of the CSA. The following Change�'Order Request form must be used for all change order requests. Work Breakdown Structure The following WBS summarizes the project activities by phase. Each WBS task contains the following information: ❖ WBS number Action item to be performed ❖ Deliverable ❖ Who is accountable for the action item ❖ Who has approval authority over that action item Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 8 Table 1: SummarV(qfpr "g9heLoule starts at Contract Start of Project Aver. 1.1. Project Kick Off A project kickoff meeting will be held to formally Meeting with Huntington Huntington N/A begin the implementation of the project, Beach Beach & introduce project teams, and review the project. Motorola 2. Design Review Tasks associated with planning the detailed Huntington Beach Huntington As defined project execution take place during this Design Review Beach & below phase of the project. Motorola 2.1. Post -Sale Huntington Beach and Motorola will review the Design review of the Huntington As defined Huntington Beach Simulcast Site Addition design through analysis Simulcast Site Addition Beach & below Design Review of the system functionality together with the design and system Motorola interface requirements as they relate to other interface design. Simulcast Site Additions, as well as end user requirements, as mutually agreed between Motorola and Huntington Beach. 2.2. Licensing Responsibilities for frequency planning and Licensing Huntington Motorola licensing are defined below. Beach 2.2.1. Technical Motorola will provide technical assistance to Technical Assistance Motorola Huntington Assistance Huntington Beach in defining the licensing and Licensing and Permits Beach permit requirements for the Simulcast Site Addition. 2.2.2. FCC Licensing Huntington Beach will provide any permits and Licenses and Permits Huntington N/A licenses that have been identified for this applied for and secured Beach Simulcast Site Addition. 2.3. Finalize Design Motorola and Huntington Beach will work Finalize Design Huntington together to finalize the system design. Beach & Motorola Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTIONCLA 5131102 K ;i _..._ _.. F��nctionai:. otr�zaT� ��Sd �i�1nt`itlg_Beach Finalize Functional and Huntington CI 1q •.� J6ftastructure Software Selection Feature Requirements Beach & Motorola - AV' End User HHard Ere Selection 4• End User Software Selection 4• System Features ❖ System Configuration 2.4. Cutover Plan The Simulcast Site Addition cutover plan will be Cutover Plan Huntington As defined defined as described below. Beach & below Motorola 2.4.1. Define cutover Huntington Beach will provide existing system, Simulcast Site Addition Huntington N/A requirements new Simulcast Site Addition, and user Cutover Plan Beach information which must be taken in to account to Requirements develop a detailed Cutover plan 2.4.2. Deliver plan Motorola will create a detailed Cutover. Simulcast Site Addition Motorola Huntington Cutover Plan Beach 2.5. Acceptance Test The Simulcast Site Addition Acceptance Test Acceptance Test Plan Huntington As defined Plan Plan will be finalized as described below. Development Beach & below Motorola 2.5.1. Deliver plan Motorola will develop and deliver the final Standalone Functional Motorola TBD Acceptance Test Plan to test the functionality of ATP this individual system. The final Acceptance Test Plan will be based on the Acceptance Test Plan included in this proposal. 2.6. Design Document Motorola will deliver a Design Document that Design Document Motorola Huntington reflects changes in design and scope, as well as Beach definition of details determined during the Design Review. 2.7. Update equipment Motorola will update the equipment list, for Updated Equipment List Motorola Huntington list equipment provided by Motorola under this for Motorola Provided Beach contract, as necessary to accommodate the Equipment specifics of the Detailed Design Review. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 10 `�� a � � 9i ' �i �,. �.' � 'f �..�w� 4.e1` {q�"F xri,�' � t fi�`t.�� �r`�"•6�'} B NOA00y'sfsm i Moltwrola, 0II p Tat ihe, SyOomDescription to Updated System Motorola Huntington Irtt6etystem design. Description Beach 2.9. it #64- 5rc 6wil f'Update the system drawings and Updated System Design Motorola Huntington drawing's and documentation to reflect changes in the system Beach documentation design. 2.10. Update SOW Motorola will update the SOW to reflect changes Updated SOW Motorola Huntington in the implementation scope. Beach 2.11. Update schedule Motorola and Huntington Beach will finalize the Updated Project Motorola Huntington implementation schedule with dependencies Schedule Beach identified. Motorola and Huntington Beach responsibilities will also be identified. Huntington Beach 's requested acceptance date will be used as a goal when coordinating tasks that must occur in parallel to meet Huntington Beach Requested Acceptance Date. 2.12. Deliver Design Motorola will submit a final Design Document to Design Document Motorola Huntington Document Huntington Beach. This document will be Beach baselined by the System Description, SOW, Project Schedule, and other documentation provided prior to contract approval. 2.12.1. Final approval with Huntington Beach will review the work Final Approval Huntington Motorola Huntington Beach performed by Motorola and sign an approval Beach document for the Design Review 2.12.2. Site Access Huntington Beach will assure site access to Site Access and Huntington Motorola inspect equipment installation sites, finalize Information Beach equipment locations and determine if any course of action is necessary to handle installation constraints. Huntington Beach will provide existing site and system drawings as available. 2.12.3. R56 Site Audit Motorola will perform a R56 site audit to verify R56 Site Audit Motorola N/A site readiness. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 11 m - :x -worw SI#eut Mdto�ovillpmreareportthatincludes Site Walk Reports Huntington t .e a�fte preparation required Beach _ __,<rUiivJro_nment for installation of this -Simulcast Site Addition equipment. This report will become part of the final system documentation. 2.12.4. Site preparation Huntington Beach will prepare the sites for this Sites ready for Simulcast Huntington Motorola Simulcast Site Addition for implementation Site Addition Beach based on the recommendations in the Site Walk implementation Reports. 3. Order Processing Motorola will place factory orders for the Order Simulcast Site Motorola N/A system hardware that is being purchased for Addition hardware this Simulcast Site Addition. 4. Manufacturing During this phase of the Simulcast Site Manufactured, staged, Huntington As defined Addition implementation, all equipment is and shipped Beach & below manufactured, staged, and shipped equipment Motorola 4.1. Motorola During this phase, equipment is manufactured. Manufactured Motorola N/A Manufacturing Equipment 4.1.1. Manufacture FNE Motorola will manufacture the Fixed Network Manufactured FNE Motorola N/A Equipment (FNE). 4.1.2. Ship to Staging Motorola will ship the FNE to the Customer Ship Equipment to Motorola N/A Center for Systems Integration (CCSI) for Staging system staging. 4.2. Fleet Mapping / Equipment programming and configurations will Equipment Huntington As defined Equipment be determined as defined below. Configurations and Beach & below Configuration Programming Motorola (Fleetmapping) 4.2.1. Review Operational Huntington Beach and Motorola will review Review of Operational Huntington N/A Rqmts with Huntington Beach 's operational requirements Requirements Beach & Huntington Beach and the impact of those requirements to various Motorola equipment configurations. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5131 /02 12 F 1: `.T .M571 �` Titt,kTu i_f ri fctt TY-O f2�I�t„ IJUPrc-vldete6b ice'I information to Technical Configuration Motorola Huntington lsow— k mrsy m fionffi%ibn moh to aid in determining Input Beach fe tur s gtaip iisfi ge i i6paltions_and programming requirements. Define Huntington Huntington Beach will finalize the equipment Equipment Huntington Motorola Beach configurations requirements Configurations Beach requirements Requirements 4.2.2. Fleet Map approval Motorola will provide and review templates and Fleet Map and Template Huntington Motorola configuration detail as defined by Huntington Approval Beach Beach requirements for Huntington Beach approval. Huntington Beach will review the work performed by Motorola and sign an approval document. 4.3. Staging Motorola will install system components into the Install system Motorola As defined equipment racks and prepare the racks for components into racks. below shipping. 5. Materials Huntington Beach and Motorola will manage Materials Management Huntington N/A Management the receiving and tracking of all project Beach & materials as defined below. Motorola Huntington Beach will designate and provide a central location to ship all project equipment. 5.1. Receive, Log, and Motorola will receive the project equipment, Receive, Log, and Motorola Huntington Inventory verify receipt of the equipment as ordered, Inventory Equipment Beach Equipment visually verify the equipment arrived undamaged, log the equipment in to the materials management database. 5.2. Inventory Motorola will maintain documentation verifying Inventory Motorola Huntington Documentation equipment shipments, serial numbers, and Documentation Beach Huntington Beach asset numbers. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 13 1'11!U__�74 —t t 4e ::. � — —�c ,� a • — —, _ i \t r. • /_ `t ls't e 6." ` 41ostaliation .,,Dlxr1�t i8:phalmotth�project, Sanitation Installed Sanitation Huntington As defined f;rirttifiop"it.tromptrr�nt>`a physically installed SITE Equipment Beach & below Sir um tshe Motorola _FNE_Installation -- Motorola will install the equipment for Sanitation Installation of Sanitation Motorola Huntington Site of this project, as described below. Site Equipment Beach 6.1.1. Installation Voice Motorola will install the RF equipment including: Installation of Sanitation Motorola Huntington ❖ (8) QUANTAR repeater / receiver RF Site Beach ❖ Time standard ❖ Channel Bank ❖ Remote Controller MTC3600 ❖ MOSCAD RTU ❖ 850 VA UPS 4- Channel Bank at Huntington PD 6.1.2. Provide Site Links Huntington Beach will provide the site links: Provide Site Links Huntington Motorola d• Digital Links for Simulcast Sites to Beach Voting Site and Master Site ❖ Huntington Beach currently planning to implement into existing Harris Microwave system 6.1.3. Link Verification Motorola may test Huntington Beach supplied Link Verification Motorola N/A links to verify circuit response characteristics and functionality. 6.1.4. Site FNE Motorola will configure, optimize, and program Optimized RF Site and Motorola N/A Optimization all site equipment. Motorola will prepare the Channel Bank equipment for final ATP testing. equipment at Huntington Beach PD. 6.1.5. Site FNE Huntington Beach will acknowledge successful Site FNE Installation Huntington Motorola Installation completion of the Sanitation RF Site Installation Acceptance Beach Acceptance by signing the acceptance document. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5131/02 14 1 a..,ii/=-� a 6. 2. Attt rfri8t ystem During thlsph; Sa�f #kip project, antenna Installed Antenna Huntington As defined S fe irtponents, 1e physically installed System Equipment Beach & below Motorola 6.2.1. Install" Motorola will install the antenna system Installation of Antenna Motorola Huntington equipment, including: System Equipment Beach •'• Transmitter Combiner ❖ Receiver Multicoupler ❖ Jumpers and Cables ❖ Antennas and Antenna Mounts 6.2.2. Test Motorola will test the integrity of the antenna Test Antenna System Motorola N/A system installation. Installation 6.2.3. Antenna System Huntington Beach will acknowledge successful Antenna System Huntington Motorola Acceptance completion of the Antenna System Installation Installation Acceptance Beach by signing the acceptance document. 7. Acceptance Test During this phase of the project, all Execution of Simulcast Huntington As defined Simulcast Site Addition components are Site Addition Beach & below tested and documented as defined in the equipment ATP Motorola Acceptance Test Plan. Motorola will document the results of the test procedures. 7.1. Functional Motorola will perform functional ATPs for this Functional Testing Motorola Huntington Simulcast Site Addition. During each test, test Beach results will be recorded for review and approval of the test. Upon successful completion of each Acceptance test on a site -by -site and system - by -system level, Huntington Beach and Motorola will sign acceptance certificates documenting acceptance. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 15 'X�fl�l R �a� R'�� f s j ,. y �_i �f�f � • 7.11, li l'Sysfomn ill'ototo-i4,,,Wjl(test�tbaa4y4teCt 'unefionalityby System Functional ATP Motorola Huntington ;t,ti�tgrp8lettcfli[.ACeptance Test Beach dti e-s,,kct gntpq_in the contract. 7.1.2 SATP Acceptance Upon successful execution of the Acceptance System Acceptance Huntington Motorola Test Plan, Huntington Beach will acknowledge Acknowledgement Beach System Acceptance by signing the System Acceptance Certificate. Acceptance will occur on a site by site and system by system basis 8. Finalize The Finalization phase of the project Final Simulcast Site Huntington As defined consists of ensuring that all criteria for Final Addition Acceptance Beach & below Acceptance have been met. Motorola 8.1. Cut -Over The cutover plan will be executed as described Cutover to use of new Huntington As defined below. Simulcast Site Addition Beach & below Motorola 8.1.1. Planning Motorola will review the Simulcast Site Addition Prepare for System Motorola Huntington acceptance status, Cutover Plan, and schedule Cutover Beach system Cutover with Huntington Beach. 8.1.2. Huntington Beach Huntington Beach will confirm that the cutover Cutover Agreement Huntington Motorola Agreement plan and cutover planning for execution of the Beach system cutover. 8.1.3. Perform Cut -over Motorola will execute Cutover plan. Cutover to use of Motorola Huntington Simulcast Site Addition Beach Equipment Where an existing system is being taken out of Decommission Old Huntington N/A removals service, Huntington Beach will reconfigure new System Beach equipment as necessary to delete access to the old equipment. Huntington Beach will remove equipment being taken out of service and locate the equipment in a designated Huntington Beach location. 8.2. Contract Items Motorola will ensure that the criteria for Final Review Contract Closure Motorola Huntington Acceptance have been met. Criteria Beach Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 16 i._..._.,_ IMF MotoeoT4 will reoolvd, puhchliat'documented at Documentation and Motorola Huntington Won, IS ROO J rferlirArwwp;nc y Resolution of Punchlist Beach Items 8.2.2. Service Motorola will ensure that the criteria defined to Project Transitioned to Motorola Huntington Transition/PTC transition the project to service has been Service Beach completed. 8.2.3. System Manual Motorola will provide System Manuals with Delivery of System Motorola Huntington documentation as defined in the SOW. Manual Beach 8.2.4. Final Acceptance Huntington Beach will acknowledge Final Final Acceptance of Huntington Motorola System Acceptance upon completion of the Simulcast Site Addition Beach criteria for Final System Acceptance for this Simulcast Site Addition. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® M07CROLA 5/31/02 17 A m6l tegb wak., at ., site only after mutual agreement by Huntington i and- Motorola I that the site is deemed ready. At a minimum, Site Ready requires a site to have adequate room in an existing building or shelter 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"). Detailed Site Ready audits will be performed by Motorola after contract execution. Motorola will provide a detailed site report identifying any site deficiencies. All site upgrades not identified in this document specifically as a Motorola deliverable are the responsibility of Huntington Beach. Huntington Beach may elect to contract with Motorola to perform necessary site upgrades, perform the upgrades itself, or utilize the services of a third party subcontractor. Site requirements must be met before Motorola will begin installation of system equipment. Huntington Beach 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. The following is a list of some, but not all, of the specific site ready requirements for this project. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 18 ion i 'ground system is comprised of both internal and external components, .which a'ed7bonded together, along with all other grounds at the site, to form the overall site grounding system. Internal - Huntington Beach 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 - Huntington Beach 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. 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 19 Tran g e e ej % rge suppression for telephone circuits, AC owe,e�>iayR) ta%1ing, and all other applicable external connections andto 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. Electrical Requirement — Sites must have electrical service and electrical wiring that meets all applicable city, county, state, and National Electrical Codes (NEC) requirements. 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROtA 5/31/02 20 e l e _ % adequate environmental controls to meet the heating,.ventifafion, cooling; and'hUmidity requirements for all equipment that will be installed at the site. This includes heating, ventilation, cooling, and humidity requirements. The 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. Earthquake Bracing Requirement — Huntington Beach shall supply, as required, building modifications to accommodate earthquake bracing to meet all applicable city, county, state or national requirements. If Huntington Beach elects to perform some or all of the physical installation of the fixed equipment (as defined in the contract), earthquake bracing must be installed before Motorola resources can optimize the equipment. Site Access Requirement — Huntington Beach shall provide site access for scheduled site walks, installation, optimization, system troubleshooting and completion of ATP. Huntington Beach shall use its best efforts to provide site access including transportation to sites that are not accessible by regular four-wheel drive vehicles. Huntington Beach shall be responsible for coordinating and scheduling with the Motorola Project Manager access to sites not directly controlled by Huntington Beach . Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 21 Totu�e x . e COWU lr m for, structure is utilized at any site, a structural engine :giniJ`i q a-nalrsis report must be provided by Huntington Beach before the proposed antenna network is installed. Existing or original tower / site specifications or reports with current loading and grounding detail are required. System Performance Motorola will be responsible for the performance of all equipment as provided by Motorola under this contract. Huntington Beach 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 communications project are further defined in the Project Schedule and in the Work Breakdown Structure at the end of this SOW. Some of the system issues that can impact system performance are listed below with descriptions of Motorola and Huntington Beach responsibilities in those areas. Equipment Performance The project implementation requires the integration of existing Huntington Beach equipment with equipment provided under this contract. Motorola Provided Equipment Motorola is responsible for the performance of all new Motorola provided hardware. This hardware must operate functionally as described in the System Description, when operating within environmental specifications and in an RF environment which complies with the Motorola R56 specification. When the hardware environment is outside of electromechanical and environmental specifications, performance is no longer guaranteed. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 22 "I—' ffis$�Rawlho performance of all existing and Huntington Yatha - ill be interfaced with or integrated in to the various system implementations for this project. Frequencies FCC licensing for system implementation is the responsibility of Huntington Beach. All responsibilities associated with the frequencies, such as interference and intermodulation, are the sole responsibility of Huntington Beach, unless explicitly identified in the SOW. The use of the unlicensed spread spectrum WLAN equipment introduces the possibility of interference, which can impact the performance of the AirMobile file transfer capability. The impact of this interference is the sole responsibility of Huntington Beach. Coverage Motorola is not providing any coverage acceptance tests as part of this proposal. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOAOLA 5/31/02 23 Exhibit c-4r Acceptance Test Plan City of :ington Beach May 3' ,System Acceptance Tests The following tests will be performed to verify operation of the sub -system for the existing Orange County SmartZone 3.0 mixed mode simulcast system. A detailed procedure will be provided for each of the following tests. Please note that some tests cannot be performed in staging due to the fact that they can only be performed once the Southwest Cell's Simulcast Sub -system has been linked to the Zone Controller. System/Subsystem Acceptance Test Plan A. Site Call Types & Equipment 1. Mixed Mode Operation 2. Secure Operation 3. Voting Operation 4. Talkgroup Call 5. Busy Queuing and Callback 6. Automatic Retry 7. Continuous Assignment Updating 8. Emergency Call 9. Private Call 10. Site Trunking Indication 11. DC Voltages 12. Unmodulated RF Transmitter Frequency 13. Receiver Reference Oscillator Frequency 14. GPS/Rubidium Standard Operation 15. TeNSr Channel Bank (One for each TeNSr, for a total of two tests) 16. Universal Simulcast Controller Interface (USCI) 17. Remote Site Controller 18. Quantars 19. Antenna System 20. Uninterruptible Power System (UPS) Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary 0 MOTOROLA 5/31/02 O System Uanggement 1. Fault Management -- Current Alarms/Alerts 2. Database Management. System (DBMS) Reports 3....._ - Base Station Identification (Transmitter CW ID) 4. Backup Control Channels 5. Tx Power Failure Shutdown 6. Rx Interference Shutdown 7. Prime Site Controller to Remote Site Controller Link Failure Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOMOLA 5/31/02 Mxed Mode m I The SmartZone System will be capable of processing calls utilizing either analog or digital ASTRO modulation. " The" assigned channel is capable of dynamically configuring itself for the appropriate call type. Talkgroups within the system are designated either digital or analog. If both user types are required for a specific call, an analog talkgroup must be used. Three radios, Radio 1, Radio 2 and Radio 3 are required for this test. Talkgroup A will be configured for analog mode and Talkgroup B will be configured for digital mode. Each radio will be keyed up to verify operation. Secure Operation The SmartZone System infrastructure is equipped to process secure calls for ASTRO field units which are equipped with the appropriate options. All calls are on a unit -to -unit basis. Three radios, Radio 1, Radio 2 and Radio 3 are required for this test. Radios 1 and 2 have secure capability. Talkgroup A will be configured for digital mode. Each radio will be keyed up to verify operation. Voting Operation Voting operation ensures that the receive audio signal with the highest signal to noise ratio is voted and passes on through the audio network for transmission. At the Prime Site, use the optimization Spectra Radio to generate both digital and analog modulated signals, for each receiver frequency. Utilize RSS software program and computer monitor AstroTAC comparator operation. Use variable attenuation to reduce the input signal and increase the signal to noise ratio (S/N) or error rate (BER) of the voted receiver. Proper voting operation will be verified. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31 /02 3 Talkgroup Call s The talkgroup call is the primary level of organization for communications on a runked radio system. Radios with talkgroup call capability will be able to communicate -with other members of the same talkgroup. This provides the effect of an assigned channel down to the talkgroup level. Select Talkgroup A (TG A) with radios 1 and 2 and Talkgroup B (TG B) with radios 3 and 4. Each radio will be keyed up to verify operation. Busy Queuing and Callback If no voice channel resources are available, radios requesting channels for new conversations are placed in a queue. Users of the same priority will move through the queue in a FIFO (first in, first out) sequence; however, users of higher priority will be inserted ahead of lower priority users in the queue. When a voice channel becomes available, the radio at the top of the busy queue gets a channel assignment and generates a callback tone. The callback alerts the user that a channel assignment was made and transmitting is now possible on the selected talkgroup. This test is performed to verify proper operation of Busy Queuing and Callback. Automatic Retry Automatic retry is a feature built into Motorola trunked systems to ensure system access and eliminate the need for a radio user to rekey or remain keyed in an effort to gain a channel. When the radio operator presses the PTT, the radio sends a burst of data to the system central controller via the control channel to request a voice channel. To ensure that the request gets through in the event of weak signal levels or interference, the radio will automatically continue to send a channel request until the request is acknowledged by the central controller, or until approximately 4 seconds has passed. Automatic retries are random to minimize contention on the control channel. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary Mo�rOROta 5131/02 4 Automatic retry operation will be verified.-- ---- 'Continuous Assignment Updating When a tal'kgroup is assigned a voice channel, the site controller continues to transmit the channel assignment on the control channel for the duration of the talkgroup call. Radios coming into use on the system are automatically sent to voice channels with conversations in progress involving their selected talkgroups. Radios 1 and 2 can be affiliated to the same or different SmartZone sites. A call will be initiated and the second radio will join the TG while the call is in progress to verify proper operation. Emergency Call Users in life threatening situations can use the Emergency button on the radio to r -- immediately send a signal to the dispatcher and be assigned the next available voice channel. As soon as a user on any channel de -keys, the emergency caller is r-- r granted that channel. The first available channel is assigned and held by the emergency talkgroup. Verification will be made that the emergency alarm is displayed at console operator positions as well as at the SmartZone Dispatcher. Private Call Private Conversation (Private Call) allows a dispatcher or a radio user to carry on a conversation that is heard only by the two parties involved. Radio units receiving a Private Call will sound an alert tone and show a visual indication that a Private Call is being initiated. The display of radio will also show the six -digit individual ID of the initiating radio unit. During a Private Call, no other talkgroup traffic will be heard by either party. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 5 r-- Two radios, Radio 1 and 'Radio 2" are -'required to perform this test. For the urposes of this test, the two radios, do not have to be programmed on the same talk drou s. A Private Call vviflrbe erformed in order to verif this feature. 9 p ..__:.P__. Y Site Trunking Indication When a site controller loses communication with the Zone Controller, the site enters a mode of communication called Site Trunking. While in Site Trunking, most call processing features available in Wide Area Trunking are still available because of the presence of remote site controllers (6809-based or IntelliRepeaters). However, those call types which rely on the Zone Controller and AEB for processing will no longer be available until the site controller re- establishes its data link with the Zone Controller. A site in Site Trunking notifies SmartZone subscriber radios via the control channel that the site is in Site Trunking mode. SmartZone radios with a display alternately display the "Site Trunking" condition and the selected talkgroup name. This test is performed to verify proper operation of Site Trunking indication. DC Voltages Measures various DC voltages on the radio. This test is performed to verify the DC voltages. Unmodulated RF Transmitter Frequency Measurement of the unmodulated transmitter frequency at the "RF MON OUT" port. This test is performed to verify that the transmitter is operating at the correct frequency. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOrOMOLA 5/31/02 6 Unmodulated RFTr',ansmterFrequency R Measurement of the LO (local oscillator) transmitter frequency. This test is performed to verify that the transmitter is operating at the correct LO frequency as listed on the Factory Wiring List (FWL). Receiver Reference Oscillator Frequency Measurement of the receiver frequency at the modulator port. This test is performed to verify that the receiver is operating at the correct frequency. Receiver Reference Oscillator Frequency Measurement of the LO receiver frequency. This test is performed to verify that the receiver is operating at the correct LO frequency as listed on the Factory Wiring List (FWL). GPS/Rubidium Standard Operation The GPS/Rubidium Standard provides a very accurate Global Positioning System disciplined reference oscillator to the transmitters and 1 pulse per second signals to various other equipment co -located at the site. The GPS/Rubidium Standard should be installed and operating for at least 24 hours prior to the test. This test is conducted to verify that there is proper operation with the addition of the GPS modules. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 7 TeNSr Channel Bank he TeNSr (or Premisys) channel bank is used in many applications throughout the .system.:. They ' are used ..to.. interface audio circuits to the Ambassador Electronics Bank as well as passing voice and data to the remote trunked sites. This functional test will verify that the channel bank is up and running. Universal Simulcast Controller Interface (USCI) The Universal Simulcast Controller Interface combines the selected analog audio from the AstroTac 3000 comparator and the T-Data from the Trunked Central controller to be passed to the remote sites via a distribution network. When the Simulcast Cell is in the Failsoft, the Failsoft word is in generated by the USCI. The USCI card cage must be installed and power must be applied to the shelf. This test is conducted to verify that there is proper operation with the addition of the USCI modules. Remote Site Controller In a SmartZone System the Simulcast Remote Site Controller function as the interface between the Prime Site Controller and the Quantar Repeaters that make up the simulcast transmitter site. The Remote Site Controller collects all of the alarms and Inbound signaling (requests from the subscriber units) and passes it on the Prime Site Controller. The initial state of the controllers will be powered down. This test is conducted to verify proper operation of the Remote Site Controller. Quantars The Quantar station is used at all RF sites in the SmartZone System. Basic functionality will be verified by testing the power output and the receive sensitivity r^ of each of the stations. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31/02 8 Antenna. System _ ... VThis test checks the basic fumot onatity of the antenna system by checking the SWR on the transmit and receive antennas. Uninterruptible Power System (UPS) The uninterruptible Power System (UPS) provides AC power to the prime and remote site controllers. The uninterrupted power to the controllers will allow the continued communication of the Remote Site controllers to and from the Prime Site controllers. This will minimize the possibility of an occurrence of Failsoft within the Simulcast subsystem. The UPS under test should have 24 hours to completely charge its batteries prior to the test. This will require that commercial power will have been applied to the UPS and that the circuit breakers supplying the power will have been enabled. Insure that all devices that receive power from the UPS are initially r DISCONNECTED by turning off the controller power supplies. This test is conducted to verify the proper operation of the UPS. Fault Management - Current Alarms/Alerts Fault Management information is accessed through pop-up windows and pull - down menus. The many windows within the Fault Management menu manage information for the entire system, for a class of objects, or for one specific object. Fault Management contains the following windows: Alarm/Alert Indicators Window, Current Alert Window , Alert History Window, Current Alarm Window, Alarm History Window, Current Status, Technician Messages Window, and Diagnostics. The Current Alerts screens of Fault Management allow a network administrator to view messages that will notify system maintenance personnel of problems occurring in the system. The Current Alerts screens will display those Alerts that have not yet been acknowledged and deleted by a Zone Manager user. Once !- Alerts have been deleted, they will appear in the Alert History Screens. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary © MOTOROLA 5/31102 9 This test-: wills be iperlormied to verify tharthere" is proper operation of the Current Iarms/Alerts, Database Management System (DBMS) Reports This feature allows the user to view or print reports of different objects in the system. These reports are a listing of configuration parameters of objects in the system and programming options. The reports are displayed on the SmartZone Manager screen by default. However, they can also be sent to a printer. The following is a list of these applicable reports: ❖ AEB Ambassador Links ❖ AEB Ambassador Slots, Exclusion Classes ❖ Multigroup General Report 1, Multigroup General Report 2, Multigroup Critical/Important Users Multigroup Emergency Information ❖ Multigroup Valid Site Information ❖ Multiplexer ❖ Radio ❖ Radio User Basic Features Authorization Info, Radio User Dispatcher Info, Radio User General Report, Radio User Interconnect Call Information ❖ Radio User Sitewide Sites ❖ Radio User Valid Sites, Security Groups ❖ Sites Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 10 Site Channel Configuration; Site"Home/Adjacent Sites ►- Switch, Synchronous Cards .�i•.Talkgroup, Critical/Important Users ❖ Talkgroup Emrg. Info., TG General Report 1, TG General Report 2 ❖ Talkgroup Interconnect Information ❖ Talkgroup Valid Site, User Application Access, User Radio Dispatch Attachments. Configure the system on the SmartZone Manager. This test is performed to verify that the new site can provide various reports that are displayed on the screen and can be printed, thus indicating proper operation of the DBMS Reports. Base Station Identification (Transmitter CW ID) In order to meet FCC requirements, Motorola trunked systems are programmed to broadcast the system ID in Morse code every 30 minutes. The Base Station Identification (BSI) will transmit from selected channels specified in the SmartZone database. This test is conducted to verify proper operation of the Transmitter CW ID. Backup Control Channels A maximum of four channels are eligible for assignment as control channel in each SmartZone site. In the event that the assigned control channel fails at any remote site, the Zone controller automatically selects one of the other control capable channels as the active control channel for that site. A Control Channel Preference Level can be used to rank the control capable channels where 1 is the highest ranking and 4 is the lowest. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary aMOrOROLA 5/31/02 11 This test is conducted to verify, proper operation of the Backup Control Channels. IT Power Failure Shutdown The Central Controller can detect a loss or decrease in transmitter output power. If the output of one of the repeaters drops below a threshold level (half rated power), the Central Controller will not assign that channel. The Central Controller can also disable a channel which is detected to have excess of the reverse power (one quarter rated power). This test is conducted to verify proper operation of the Tx Power Failure Shutdown. Rx Interference Shutdown Receiver interference occurs when a repeater receives an unauthorized signal. Recovering signals from a non -system related source could cause this. In order to prevent a disruption of communications, the Central Controller will remove the frequency (a channel) from the trunked system selection or assignment process when it detects an undesired carrier for longer than the specified time-out period. Once the interfering carrier disappears, the channel is returned to service within approximately 5 minutes. The time-out period (carrier malfunction or MALF), may be 1 to 253 seconds in length. The system default time-out value is 50 seconds. This test is conducted to verify proper operation of the Rx Interference Shutdown by the Central controller. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary MOTOROLA 5/31/02 12 Prime Site Controllerto:Remote Site Controller Link Failure Each Prime Site Controller is linked to multiple remote site controllers. Loss of any of, the links Jo the. active Prime"" Site Controller will cause an alarm at the SmartZone Controller. The user must be logged on at a user terminal with the appropriate Security Group. This test is conducted to verify proper reporting of alarms. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary ® MOTOROLA 5/31102 13 I I JExhlblt May 3 C-, Perfoance Schedule 51V rm City of -.ington Beach OCSD HUNTINGTON CA-02Q143A - Pr6ject Timeline 40 E 0 Name 2002 Jul Aug Sep Oct Nov Huntington Beach Simulcast Site Implementation Project Contract Contract Award Contract Administration Design Review Customer Design Review Design Approval Microwave Installation and Site Upgrade --CUSTOMER Order Processing Equipment order processing Order Bridged mow:Manufacturing Manufacture FNE Ship to Staging "W Staging CCSI Ship Installation Installation Sanitation Simulcast Site Installation of Channel Banks at Huntington PID MI Installation Sanitation Simulcast Site 15K UPS Installation Acceptance 4 107. System Optimization Optimize Sanitation Simulcast Site System Optimization Complete F Acceptance Testing Funcitional Testing and R56 SATP Acceptance Finalize Final Acceptance 05/31/02 1/1 r� U • • Exhibit D System Acceptance Certificate CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 0 E • SYSTEM ACCEPTANCE CERTIFICATE Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully. completed. 2. The System is accepted. Customer Representative: Signature: _ Print Name: Title: Date: FINAL PROJECT ACCEPTANCE: Motorola Representative: Signature: _ Print Name: Title: Date: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Signature: Print Name: Title: Date: Motorola Representative: Signature: _ Print Name: Title: Date: CSA Set 1/31/02rev. Motorola Contract No. 02-13121/DL 2 ATTACHMENT# 3 foV6d� CITY OF HUNTINGTON BEACH ` 5, �Iqt- scoNgTl Aq, MEETING DATE: June 17, 2002 DEPARTMENT ID NUMBER: PD 02 00�5'v,l(X- \S Council/Agency Meeting Held: 17b �Z Deferred/Continued to: Approved ❑ Conditionally Appr ved ElDenied ity C Si nature R Council Meeting Date: June 17, 2002 JDepartment ID Number: PD 02-005 CITY OF HUNTINGTON BEACH REQUEST FOR COUNCIL ACTION SUBMITTED TO: HONORABLE MAYOR AND CITY COUNCIL MEMBERS SUBMITTED BY: RAY SILVER, City Adrriinistratort� I PREPARED BY: Ronald E. Lowenberg, Chief of Police SUBJECT: Approve Installation of a New Radio Trans itter ite r.a RE D Statement of Issue, Funding Source, Recommended Action, Alternative Action(s), Analysis, Environmental Status, Attachments) Statement of Issue: Since the implementation of the Police Department's 800 MHz Digital Voice Radio System, officers have noted poor reception throughout some areas of the City, particularly in the downtown area. While there have been corrective measures taken to mitigate some of the these problems, which has resulted. in some reception improvement, poor reception areas still exist. These areas of poor reception have a detrimental affect on officer safety. Police Department Information Technology staff have met with the County's radio group and have found a solution to enhance the radio reception. Funding Source: Appropriate $424,964.16 from the Holly Seacliff fund, number 307. Recommended Action: 1. Approve the appropriation of $424,964.16 from the Holly Seacliff fund, number 307, and 2. Authorize the expenditure of $424,964.16 for a radio transmitter site, and 3. Authorize the Chief of Police to enter into a Communications System Agreement with Motorola for this project. 1 P PP- RCA -Installation of a New Transmitter Site.doc 6/11/2002 2:56 PM I REQUEST FOR COUNCIL ACTION MEETING DATE: June 17, 2002 DEPARTMENT ID NUMBER: PD 02-005 Alternative Action(s): Do not authorize the appropriation of $424,964.16 from the Holly Seacliff Fund, number 307 and direct staff accordingly. Analysis: Beginning in 1997, Police Department staff participated in a county -wide project to implement an 800 MHz radio system for police dispatch. The City of Huntington Beach's proportionate share of the project was $6 million. In 1997, the city secured funds through a bond measure and $6 million was deposited into a trust account from Certificates of Participation. The City's equipment was installed near the end of the project and final acceptance is expected in the near future. During the radio installation process, the Police Department checked the radio reception throughout the city. Although there was reception in most areas of the City, several locations had little or no signal at all. In an effort to boost radio signal in poor or no reception areas, the Police Department's Radio Shop personnel began investigating the reasons and to find solutions. Power levels were adjusted, antennas were replaced, wiring was modified -and special equipment was installed that ultimately resulted in a much improved system in most of the areas. Still the lack of reception in some areas of the city and particularly in the downtown areas continued due to buildings, which create barriers to the 800 MHz radio signal. Huntington Beach personnel have worked with County personnel to mitigate this issue with the existing equipment, but have exhausted all possibilities for improving reception given the existing radio infrastructure. The remaining option for improving reception is the installation of a new transmitter site. An 800 MHz radio tower exists at the sanitation plant at Brookhurst and PCH. A review of the site shows that there is adequate space for Huntington Beach to install its radio equipment at this location to address the low/no reception in the southern regions of the City. Since the tower and microwave equipment already exists, the cost of this solution is $424,964.16 per the quote from Motorola (Attachment 1). This amount is half the cost of a full site. The Police Department's radio engineer has conducted tests and confirmed that the installation of this transmitter will resolve the reception problems. The Police Department is requesting the Council appropriate a total of.$424,964.16 from the Holly Seacliff Fund and authorize the Police Chief to enter into an agreement with Motorola (Attachment 2). 0 REQUEST FOR COUNCIL ACTION MEETING DATE: June 17, 2002 DEPARTMENT ID NUMBER: PD 02-005 Environmental Status: None Attachment(s): 1 Price quote from Motorola 2 Agreement with Motorola 3 Fiscal Impact Statement RCA Author: Jim Moore/Shawna Krone -Schmidt RCA -Installation of a New -Transmitter Site.doc 6/11/2002 2:56 PM 3J �CITY OF HUNTINGTON BEACH INTERDEPARTMENTAL COMMUNICATION To: Ray Silver, City Administrator From: Clay Martin, Director of Administrative Services Subject: FIS 2002-24 — Installation of a New Radio Transmitter Site Date: June 5, 2002 As required by Resolution 4832, this Fiscal Impact Statement has been prepared for "Installation of a New Radio Transmitter Site". If the City Council approves this request (total appropriation $424,964), the estimated unreserved, undesignated Holly Seacliff Fund Balance t Sept ber 30, 2002 will be reduced to $570,000. Clay Ma in Director of Administrative Services RCA ROUTING SHEET INITIATING DEPARTMENT: Police SUBJECT: Installation of a New Radio Transmitter Site COUNCIL MEETING DATE: June 17, 2002 RCA ATTACHMENTS; . .....4TATUS Ordinance (w/exhibits & legislative draft if applicable) Not Applicable Resolution (w/exhibits & legislative draft if applicable) Not Applicable Tract Map, Location Map and/or other Exhibits Not Applicable Contract/Agreement (w/exhibits if applicable) (Signed in full b k the City Attome Attached Subleases, Third Party Agreements, etc. (Approved as to form by City Attome Not Applicable Certificates of Insurance (Approved by the City Attorney) Not Applicable Financial Impact Statement Unbudget, over $5,000 Attached Bonds If applicable) Not Applicable Staff Report If applicable) Not Applicable Commission, Board or Committee Report (If applicable) Not Applicable Find in s/Conditions for Approval and/or Denial Not Applicable EXPLANATION FOR MISSING ATTACHMENTS RCA Author: Jim Moore/Shawna Krone -Schmidt [fl CITY OF HUNTINGTON BEACH INTER -DEPARTMENT COMMUNICATION HUNTINGTON BEACH Connie Brockway, City Clerk Office of the City Clerk Liz Ehring, Deputy City Clerk II To: I �J '1 .� / Date: 6 !�' CJo� Meeting Date: (O// / d v Agenda Item: � Gee Proposed City Council Agenda Items: The City Clerk's Office/City Administrator's Office must return your agenda item due to the following requirements that have not been met. When your Agenda Item is ready to resubmit, please return to:: Elaine Kuhnke, Management Assistant, Administration ' n �� l . Signature(s) Needed A On RCA 1 B On Agreement C Other 2. Attachments A Missing -G' B Not identified C Other , 'w C 3. Exhibits C �y A Missing B Not identified C Other 4. Insurance Certificate (Proof Of Insurance) A Not attached B Not approved by City Attorney's Office C Signed form notifying City Clerk that department will be responsible for obtaining insurance certificate on this item. (See form attached) 5. Wording On Request For Council Action (RCA) Unclear A Recommended Action on RCA not complete B Clarification needed on RCA C Other 6. City Attorney Approval Required s 7. Agreement Needs. To Be Changed A Page No. S. Other J ia/misdrealorm