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HomeMy WebLinkAbout01-314 Resolution No. 01-314 RESOLUTION AUTHORIZING EXECUTION OF A COMMUNICATIONS EQUIPMENT AGREEMENT WITH MOTOROLA, INC. FOR A DATA RADIO BASE STATION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that Joyce A. Parker, City Manager, and Dolonna Mecum, City Clerk, be and are hereby authorized and directed to execute a Communications Equipment Agreement on behalf of the City of Elgin with Motorola, Inc . for a data radio base station for use by the police and fire departments, a copy of which is attached hereto and made a part hereof by reference . s/ Ed Schock Ed Schock, Mayor Presented: November 28, 2001 Adopted: November 28 , 2001 Vote : Yeas : 7 Nays : 0 Attest : s/ Dolonna Mecum Dolonna Mecum, City Clerk COMMUNICATIONS EQUIPMENT AGREEMENT Motorola, Inc., a Delaware corporation ("Motorola"), by and through the United States & Canada Group of its Conlmencia|. Government, and Industrial Solutions Sector ("CGISS") and City of Elgin ("Customer") enter into this Communications Equipment Agreement (the ^Agnaarnent"), effective as of the last date signed below (the "Effective Oate^), pursuant to which Customer will purchase and Motorola will provide Customer with the services and equipment specified in Exhibit B (the"Equipment"). Section 1 EXHIBITS The Exhibits below are hereby incorporated into and made a part of this Agreement In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which the Exhibits appear below. Exhibit A Motorola software license agreement("Software License Agreement") Exhibit B Motorola Proposal dated 8-31-2001 Exhibit C Motorola Standard Equipment Warranty Section 2 SCOPE OF AGREEMENT A. SCOPE OF WORK. Motorola will sell, deliver and insta||, if applicable, and Customer will purchase the goods and services specified in Exhibit B B. CHANGE ORDERS. Either party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost of or time required for the performance of this Agreement, Motorola and Customer will agree to an equitable adjustment in the Agreement price or performance achedu|e, or both. Motorola is not obligated to comply with requested changes unless and until both parties execute a written change order. C. ADDITIONAL PRODUCTS. For three (3) years after the Effective Date of this /\greement. Customer may submit purchase orders for additional portable and mobile subscriber products manufactured by Motorola's CGISS which are currently available at the time of order. If Customer and Motorola have agreed to a convention for processing electronic data interchange (''ED|'') tnonsaoUons, purchase orders may be transmitted electronically. Each purchase order must specifically refer to this Agreement and will be an offer by Customer subject to Motorola's acceptance. Except for pricing and delivery termm, which must be stated on the purchase order, Customer and Motorola agree that the applicable terms of this Agreement will be the only terms and conditions that govern the purchase and sale of products identified on such purchase orders. Customer and Motorola agree that payment for all additional products so purchased will be due within twenty-five (25) days after the date of Motorola's invoice for the products. O. EQUIPMENT MAINTENANCE SERVICE. Customer may purchase maintenance service for the Equipment pursuant to the terms and conditions of the Motorola Service Agreement and software support pursuant to the terms and conditions of the Motorola Software Subscription Agreement (Exhibit D). Contract No. 01-16536/DN Page 1 (Rev. 01/15/99) COMMUNICATIONS EQUIPMENT AGREEMENT E. MOTOROLA SOFTWARE. Any Motorola Software furnished will be licensed to Customer solely according to the terms and restrictions of the Software License Agreement attached as Exhibit A. Customer hereby accepts all of the terms and restrictions of the Software License Agreement. F. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sub-license such Non-Motorola Sufbwana, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements)shall apply. Section 3 PRICE AND PAYMENT A. The total contract price is $567.583.00. Except for the first poynnent, which is due when customer executes this agreement, Customer agrees to make payments to Motorola within twenty-five (25) days after the date of invoices that will be submitted by Motorola according to the following payment schedule: 25% of the contract value upon contract execution; 70% of the contract value upon shipment of equipment; 5% of the contract value upon acceptance. B. If the total contract price does not include freight nhargen, all freight charges will be pre-paid by Motorola and added to the invoices. C. Upon contract execution, the Customer agrees to issue a Purchase Order in the full amount of the contract price. The terms and conditions on the reverse side of such Purchase Order(s) shall not apply- Section 4 pp|y-Sec1ion4 EQUIPMENT ACCEPTANCE Motorola will test the Equipment in accordance with standard commercial pnacUoe, or in accordance with Exhibit B. Equipment acceptance will occur upon the successful completion of such testing. Any use of the Equipment without prior written authorization by Motorola shall constitute Acceptance. Section 5 DELAYS A. Under no circumstances will either party be responsible for delays or lack of performance resulting from events beyond the reasonable control of that party ("Excusable Delays"). Such events inn|uda, but are not limited to, acts of God, weather conditions, compliance with laws and regulations (excluding Customer's failure to properly and timely apply for all required FCC |ioeneas), governmental aot\on, bid probeoba, fire, strikes, |ook-ouba, and other labor dimruptions, material ehodogeo, riots, acts of war, and an Excusable Delay of a Motorola subcontractor. Contract No. 01-16536/DN Page 2 (Rev. 01/15/99) COMMUNICATIONS EQUIPMENT AGREEMENT B. Customer will make available to Motorola the sites when scheduled and Customer will not otherwise unreasonably delay or prevent Motorola's performance of its responsibilities. In the event of a Customer delay during the time of shipment, Motorola may ship the equipment as scheduled to a location as designated by the Customer or if no such location is designated, a Motorola designated storage facility for which Customer agrees to pay all fees. Section 6 DEFAULT If either party fails to perform this Aoreement, that party may be considered to be in default, unless such failure has been caused by an Excusable Delay. It is required of both parties to give written notice of such default. Either party will have thirty (30) days from the receipt of such notice to provide a plan of action that is acceptable to each party to cure the default. Section 7 INDEMNIFICATION AND INSURANCE A. Motorola agrees to and hereby indemnifies and saves Customer harmless from all liabilities which may accrue against Customer on account of direct physical damage to tangible property or personal injury to the extent the damage or injury is caused by Motorola's negligence or recklessness, or that of its emp|oyaen, subcontoantors, or agents while on the Customer's premises during the daUvery, inetaUadon, or testing of the Communications System pursuant to this Agreement. Motorola's indemnification of Customer under this Section will be the full extent of Motorola's indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. B. Motorola maintains General Liability and Automobile Liability insurance coverage in the following amounts: general aggregate, $5.000.000; products and completed operations aggregate, $5.000.000; workers' compensation and employers' liability, $1.000.000 per accident; and automobile liability, $1.000.000 per accident. Upon written request, Motorola will provide to Purchaser a certificate of insurance. Section 8 LIMITATION OF LIABILITY Notwithstanding any other provision to this /\gveement, except for personal injury or death. Motorola's total {iabUih/, whether for breach of contract, vvananty, negligence, strict liability in tort, indemnifivadon, or odhemvioe, will be limited to the direct damages recoverable under law, but not to exceed the total contract price. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAV|NG8, OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEK8ENT, THE SALE OR USE OF THE EC>U/PK8ENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This Limitation of Liability will survive the expiration or termination of this Agreement. No action for a breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one year after the accrual of such cause of action except for money due upon an open account. Section 9 GENERAL A. TITLE AND RISK OF LOSS. Title to the Equipment will pass to Customer upon shipment of the Equipment, except that title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the facilities designated by Customer. Contract No. 01-16536/DN Page 3 (Rev.01/15/99) COMMUNICATIONS EQUIPMENT AGREEMENT B. TAXES. The purchase price does not include any amount for federal, state, or local excise, sales, |ease, oervioe, nanta|, use, pnnperty, oocupsdion, or other toxes, all of which (other than fadena|, staba, and local taxes based on Motorola's income or net worth) will be paid by Customer except as exempt by law. If Motorola is required to pay or bear the burden of any such taxeo. Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of such taxes (including any interest and penalties) within thirty days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. C. CONFIDENTIAL INFORMATION: Customer will not disclose any material or information identified as Motorola proprietary and confidential to third parties without Motorola's prior written permisnion, unless Motorola makes such material or information public or disclosure is required by law. If Customer is required by law to disclose such material or informadon. Customer will notify Motorola prior to such disclosure. D. LICENSES. Motorola is not responsible for obtaining any license or other authorizations, including FCC license(s), necessary for the acquisition or use of any product purchased hereunder. E. SITES. In addition to its responsibilities described in Exhibit B. Customer agrees to procure any necessary construction permihe, building permits, zoning variances and the like, provide access to the sites identified in Exhibit B as requested by W4otovo\a, and have such sites available for installation of the Equipment by Motorola in accordance with the performance schedule F. DISCLAIMER OF LICENSE. Except as explicitly provided in the Motorola Software License Agreement included in Exhibit A, nothing in this Agreement will be deemed to Qnant, either directly or by imp/icaUon, eobzppa|, or otherwise, any license or right under any patanto, patent applications, copyhghts, trade marhe, trade secrets or other intellectual property of Motorola G. ASSIGNABILITY. This Agreement may not be assigned by either party without the prior consent of the other party except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. H. 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. I. SEVERABILITY. If any portion of this Agreement is held to be invalid or unanforceab\e, that provision will be considered severable and the remainder of this Agreement will remain in full force and effect as if the invalid provision were not part of this Agreement. J. ENTIRE AGREEMENT. This Agreement (including the Exhibits) constitutes the entire agreement of the parties regarding the subject matter of this Agreement and supersedes all previous agreements and undersbandingo, whether written or oral, relating to such subject matter. This Agreement may be a|tened, amended, or modified only by a written instrument signed by the duly authorized representatives of both parties. K. REPRESENTATIONS AND COMMITMENTS. Motorola is not making, and Customer is not relying upon, any representations or commitments except for those expressed in this Agreement. Contract No. 01-18538/ON Page 4 (Rev. 01/15/99) COMMUNICATIONS EQUIPMENT AGREEMENT L. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of Illinois and venue of any action relative to this Agreement will be in Kane County, Illinois. M. NOTICES: Notices authorized or required under this Agreement must be in writing and sent to the below addresses: Customer Motorola, Inc. Attn: Attn:Deborah Neil Contract and Com |ka Manager 1301E. Algonquin Road SH-5 Schaumburg, II 60196 In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the dates set forth below. IN WITNESS WHEREOF: Custo er Motorola, I 1111 ,1 By: 4 Na �� j'e c E A , /( Nam 7 7 /)9 add~ Title: c ` r y x9-vwG Date: ,t,ye^y,JreIs; =2u0/ 7.4 Contract No. 01-16536/DN Page 5 (Rev. 01/15/99) ` MOTOROLA SOFTWARE LICENSE AGREEMENT-EXHIBIT A This Software License Agreement is between Motorola, Inc., a Delaware corporation ("Motorola"), and City of Elgin ("Licensee"). Section 1 SCOPE Licensee may acquire from Motorola's Commercial, Government, and Industrial Solutions Sector (''CG|SS'') radio communication products ("Products") that contain embedded or pre-loaded Motorola software such as in a ROM, PROM, or EPROM, or other Motorola software provided on media such as a floppy disk, tape, diskette, or CD-ROM. All such software (including Radio Service Software and FLA8Hporte8ofbwane) is referred to as "Motorola Software." In addUhun, third party software may be included which Motorola does not own but is licensed to distribute. The terms of this Agreement apply to any such third party software unless an additional license agreement pertaining to the third party software is enc|oned, in which case the terms of such license apply to said third party software. This Agreement contains the terms under which Licensee may use Motorola Software acquired from CGISS. Section 2 GRANT OF LICENSE Motorola hereby grants to Licensee a personal, non-exclusive license under Motorola's applicable proprietary rights to use Motorola Software in accordance with the terms of this Agreement. Section 3 LIMITATIONS ON USE Licensee may use Motorola Software only for Licensee's internal business purposes and only as described in the Motorola Software or Product documentation. Any other use of Motorola Software is strictly prohibited and will be deemed a breach of this Agreement. Licensee may not copy, modifv, adapt, merge with other software, reverse engineer, prepare derivative works of, or disassemble any Motorola Software for any reason, except that Licensee may make at most two copies of Motorola Software provided with infrastructure equipment for back-up purposes. Licensee must purchase a copy of Radio Service Software for each site at which Licensee uses Radio Service Software; Licensee may make one additional copy for each computer owned or controlled by Licensee at each such site. Licensee may temporarily use Radio Service Software on portable or lap-top computers at other sites. Prior to acquiring any Radio Service Software or upon Motorola's request, Licensee must provide a written list of all sites where Licensee uses or intends to use Radio Service Software. Licensee must reproduce all Motorola copyright and trademark notices on all copies of Motorola Software. Section 4 TRANSFERS If Licensee transfers ownership of Products to a third party. Licensee may assign its rights to use Motorola Software (other than Radio Service Software and FLASHport® Software) embedded in or furnished for use with those Products provided that (a) Licensee transfers all copies of such Motorola Software to the new owner and (b) Motorola receives a transfer form (which Motorola will provide upon request) completed and signed by the new owner. Othenwise. Licensee may not transfer or make available any Motorola Software to any third party. Section 5 OWNERSHIP AND TITLE Title to all copies of Motorola Software in any fnrrn, including all rights in patenhs, copyrights, trade oacnets, and other intellectual ppopertiao, remains vested exclusively in Motorola. Contract No. O1-10536/DN Page 1 (Rev. 01/15/98) MOTOROLA SOFTWARE LICENSE AGREEMENT-EXHIBIT A Section 6 CONFIDENTIALITY Licensee acknowledges that all Motorola Software contains valuable proprietary information and trade secrets and that unauthorized dissemination, distribudon, nnndUioobon, reverse engineering, d{oasaemb|y, or other improper use of Motorola Software will result in irreparable harm to Motorola for which monetary damages would be inadequate. Accordingly, Licensee will limit access to Motorola Software to those of its employees and agents who need to use Motorola Software for Licensee's internal business purpooao, and Licensee will take appropriate action with those employees and agents to preserve the confidentiality of Motorola Software. Section 7 LIMITED WARRANTY For one year after initial shipment of Motorola Software, the Warranty Period specified pursuant to the Communications Equipment Agreement between Motorola and Licensee, for such /\greement. Motorola warrants that the Motorola 8ofbware, when used propedy, will be free from reproducible defects that eliminates the functionality of a feature critical to the primary functionality of a system. The primary functionality of a voice communication system is subsoribar-to-subscriber, oubncriber-to-diapetnhar, and dispatcher-to-subscriber voice communication. The primary functionality of a data system is point-to-point data transmission. Motorola does not warrant that Licensee's use of the Motorola Software or the Products will be uninterrupted or error-free or that the Motorola Software or the Products will meet Licensee's particular requirements. MOTOROLA'S TOTAL L|AB|L|TY, AND LICENSEE'S SOLE REK8EDY, FOR ANY BREACH OF THIS WARRANTY WILL BE LIMITED TO, AT MOTOROLA'S OPT|ON, REPAIR OR REPLACEMENT OF THE MOTOROLA SOFTWARE OR PAYMENT OF LICENSEE'S DIRECT DAMAGES UP TO THE AMOUNT PAID TO MOTOROLA FOR THE MOTOROLA SOFTWARE OR THE INDIVIDUAL PRODUCT IN WHICH THE MOTOROLA SOFTWARE IS EMBEDDED OR FOR WHICH IT WAS PROVIDED. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT THE MOTOROLA SOFTWARE "AS |G" AND WITH NO WARRANTIES OF ANY KIND. MOTOROLA DISCLAIMS ALL OTHER VVARRANT|ES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 8 LIMITATION OF LIABILITY IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Section 9 TERM AND TERMINATION Licensee's right to use Motorola Software will begin when Licensee sends a duly executed copy of this Agreement to yNotonoia, and either (a) Motorola returns a fully executed Agreement to Licensee or (b) Motorola ships Motorola Software or a Product containing Motorola Software to Lioaneee, and will continue in perpetuity unless terminated as follows. Licensee's right to use Motorola Software will terminate without notice upon a breach of this Agreement by Licensee. In addition, if Licensee breaches this Agreement with respect to Radio Service Software or FLASHport®Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such Motorola Software. Upon Larminadon, Motorola will be entitled to immediate injunctive relief without proving damages and. unless Licensee is a sovereign government entity, Motorola will have the right to repossess all Radio Service Software and FLASHport® Software in Licensee's possession. Within thirty days after termination of Licensee's right to use any Motorola Softwore. Licensee must certify in writing to Motorola that all copies of such Motorola Software have been returned to Motorola or destroyed. Contract No. 01-1853O/DN Page 2 (Rev. 01/15/99) MOTOROLA SOFTWARE LICENSE AGREEMENT- EXHIBIT A Section 10 NOTICES All notices, consents, and waivers permitted or required under this Agreement will be deemed given upon receipt and must be delivered in writing to the below addresses. Change of address must be in writing to the other party. Customer Motorola,Inc. Attn: Attn: Contract and Compliance Manager Section 11 GENERAL A. COPYRIGHT NOTICES. The existence of a copyright notice on Motorola Software will not be construed as an admission or presumption that public disclosure of Motorola Software or any trade secrets associated with Motorola Software has occurred. B. WAIVERS. No waiver of a right or remedy of a party will constitute a waiver of another right or remedy of that party. C. ENTIRE AGREEMENT AND AMENDMENT. This Agreement contains the parties' entire agreement regarding Licensee's use of Motorola Software and may be amended only in a writing signed by both parties, except that Motorola may modify this Agreement as necessary to comply with applicable laws and regulations including FCC regulations. D. GOVERNING LAW. This Agreement will be governed by the laws of the State of Illinois and the venue of any action relative to this Agreement will be in Kane County, Illinois, In witness whereof, the parties have caused duly authorized representatives to execute this Agreement on the dates set forth below. Lice(n; Motorola, In By. By: Name: --m ^ ��� ^� �" ^� J��^� Nam�� 7,-r;))),, T � � 1 / = ^w )� ' ^ ' /-rr,~ ,^^-'`- = / ~� / w ��c/ew ' Title: ��� �� '�/14,/,z1G6- 'a Title: /)2('E7 j/J'ee "re s/ �J.771- Date: � Date: »/-Yem" ler - /}D/ t4tt:ci Contract No. 014G538/DN Page 3 (Rev. 01/15/99 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK City of Elgin Simulcast Site Addition Statement of Work (SOW) 8-31-2001 Motorola has assembled this Statement of Work (SOW) to identify the work and resources to be supplied to successfully design, implement, and optimize the proposed communications system site addition for the City of Elgin. This document represents Motorola's most current understanding of the system design, operation, and architecture requested, based on the City of Elgin and sub-contractor meetings. Changes to this document will be made by formal request, by either party, and approved by the other. This document will become part of the negotiated contract between Motorola and the City of Elgin. Changes requested after the contract is implemented will be accomplished via the Change Order Procedure detailed in this SOW. The SOW is based on the Work Breakdown Structures(WBS) involved in the installation, the installation standards to be followed, and the assignment of responsibilities for all deliverables to successfully deliver, implement,and optimize the proposed communications system. Scope Motorola will supply, optimize, and install all equipment required to provide a complete and operational Trunked radio communications simulcast site. The simulcast site will meet the standards of quality and reliability expected of a Public Safety communications system. The major deliverables included in Motorola's proposal include: • Existing Site upgrades for radio communications equipment. • Delivery, installation, and optimization of the simulcast Trunked Site. • Site modifications and enhancements to the Nester Road Site, which is owned and maintained by SpectraSite Communications. Motorola remains teamed with several large companies whose expertise is beneficial to the City of Elgin and Motorola. SpectraSite Construction, Inc is providing their expertise in managing the site and civil work required for completion. Additionally, several O'Brian Electric, Inc. will provide the required electrical work at the site. Motorola has assembled this team and project plan with one goal in mind: that the City of Elgin be totally satisfied with the complete Motorola Solution. City of Elgin Page 1 EHIBIT B CITY OF ELGIN 0 MOTOROLA STATEMENT OF WORK The implementation of the radio system must occur smoothly and seamlessly with minimum disruptions to any City agency. To ensure this transition and successful project completion, the following will be accomplished: • Design reviews between the City of Elgin and Motorola to ensure all the operational and functional requirements of the City of Elgin are met. • Development of site development plans. • Installation and optimization of all equipment to specification. The Time Line Chart included in this document outlines the implementation of this equipment. • Successful system acceptance according to the procedures detailed in this section of this document. City of Elgin Page 2 EHIBIT B CITY OF ELGIN 0 MOTOROLA STATEMENT OF WORK General Requirements Motorola Responsibilities Motorola will supply the equipment that is required to implement this SmartNet Simulcast Radio Communications System Site (RCS) and the required items for support of this system. Motorola will furnish all necessary mounting hardware, peripheral equipment, fasteners, fixtures, cabling, connectors, and other equipment installation tools, along with labor, to provide a complete functional system to the City of Elgin. All Motorola provided equipment used in the system is designed and manufactured to meet or exceed the minimum technical standards required for operation. All work shall be performed in a good workmanship manner consistent with high quality commercial practice and, when applicable, in accordance with Motorola's "Quality Standards". Motorola will exercise the care and diligence generally associated with the design and implementation of the best quality Radio Communications System. This proposal does not include any allowance for encountering asbestos, hazardous or toxic materials, wastes, and/or other similar conditions at any of the proposed locations. Motorola will not be responsible for inspection, clean up, removal, abatement, etc. of the hazardous material. If any delays are experienced as a result of the suspicion of, or encountering of, hazardous materials, the City will extend the scheduled completion date for the specific sites affected. The schedule extension will be based on the actual delay experienced. City of Elgin Responsibilities For successful completion of the City of Elgin Simulcast project, coordination between the City and Motorola is imperative. The importance of a communicative, working relationship cannot be overstated. Many assumptions were made in developing the proposal for the City of Elgin. These assumptions may result in uncontrollable delays once the project is started. Some areas of assumptions and concern are: site and construction approvals; availability of drawings and specifications; and site availability/approvals. Motorola is prepared to assist the City in the development and implementation of any contingency plans as they arise and relate to the successful completion of the City of Elgin's 800 MHz simulcast site. City of Elgin Page 3 EHIBIT B CITY OF ELGIN MO MOTOROLA STATEMENT OF WORK The City's responsibilities are noted in the subsections and also summarized in this SOW Assumptions and Clarifications A project of such as this one creates many questions as the proposal process unfolds. This requires assumptions and clarifications be incorporated to allow the process to continue. Each of the sections that have assumptions and clarifications are so noted in the respective section. Motorola and the City have attempted to clarify as many uncertainties as possible, however, a few remain. If there are changes to the assumptions during the negotiation process with the City of Elgin, Motorola reserves the right to make corresponding changes to the SOW. The changes will be noted in a Memorandum of Change and incorporated into Contract. Changes made after Contract will be managed through the Change Order Procedure,as outlined in this document. Substitute Equipment Motorola has identified in the proposal,and with this Statement of Work, all equipment required to implement the delineated system. If the City of Elgin desires to supply substitute equipment, Motorola must approve the equipment as compatible with the overall system design and integrity. Standards of Work All equipment provided for each site and the installation techniques used for that equipment shall comply with: City of Elgin code and BOCA code, where applicable; Motorola Quality Standards for Fixed Network Equipment (FNE) Installations (R56); National Electric Code; and all other applicable codes and ordinances. System Equipment Layout All Motorola supplied communications equipment at the Nesler Road site will be installed in racks. Open cable trays and raceways will be acceptable for communications and control cables. 120VAC receptacles shall be placed above cabinets and turned sideways so that power cord plugs will not fall out. All cables will be properly tied and wrapped to meet R-56 installation standards. City of Elgin Page 4 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK System Implementation System implementation includes all required services, including system engineering, equipment manufacturing, equipment delivery, system staging, installation, system integration, performance verification and documentation Radio Coverage Rf coverage maps of the site have been presented to the City of Elgin and have been approved. Those maps will determine acceptance of coverage provided by the system. Interfaces Motorola will provide both the electronic and mechanical interfaces necessary to place Motorola supplied equipment into operation. Motorola will interconnect the RCS into the City's supplied T1 fiber carrier. Motorola will coordinate interface requirements prior to installation at all sites. TI Carriers The City of Elgin is responsible for providing the T1 carrier for the system interconnection. Motorola will work with the City to identify the total T1 path requirements for the proposed system. There shall be one demarcation point within each equipment installation location for T1 circuits. The Motorola specification requires 100% reliability of the T1 carriers to the Motorola system. The City and the applicable phone compnany are responsible for determining the best way to achieve this reliability level. Leased Telephone Lines/Hardware Circuits Motorola is not responsible for the procurement, installation, or monthly rental of any required leased telephone lines and/or hardwire circuits for the new site, or for the temporary phone lines that may be required for the cutover or the temporary control of the existing system. The demarcation point for such circuits is to be within 6 cable feet from the equipment interface. City of Elgin Page 5 EHIBIT B CITY OF ELGIN 0 P407101701-A STATEMENT OF WORK Prior Notification Once the new simulcast site has been accepted or conditionally accepted, as outlined in this SOW,and is placed into commercial service,Motorola agrees not to perform any subsequent work on the system unless such work is coordinated in advance with the City of Elgin. During this period of time, the City of Elgin may direct that their designated project director be on site prior to the initiation of any such work. Construction Permits Motorola and its subcontractors will be responsible to pursue and obtain the required local and state building permits. Licensing The City of Elgin is responsible for filing and fees to the corresponding agency for coordination and procurement of all radio system frequencies included in the system design. Motorola will assist in completing the necessary forms to file for APCO coordination and the FCC licensing. Site and Equipment Requirements Tower Analysis Motorola will be using the existing tower on Nesler Road Motorola will perform a tower analysis to verify the tower does meet specifications. Technical Equipment All equipment furnished by Motorola for this system will meet or exceed all FCC requirements and the technical requirements delineated by this Statement of Work. This system will be designed, manufactured, installed, tested and optimized with the care and diligence generally applied to highly reliable radio communications systems. The equipment will meet or exceed physical requirements as specified by the City. City of Elgin Page 6 EHIBIT B CITY OF ELGIN 0 MOTOROLA STATEMENT OF WORK Site Development and Requirements - General Motorola Responsibilities Overview Motorola and its subcontractors will provide the construction work required for site installation and operation. This will include the normal construction permit process to insure that the site development conforms to current zoning, building, fire, electric and other applicable code requirements. The design work will be performed in accordance with the following documents and conditions: • The Motorola R-56 Standard • City of Elgin Code • Existing Site Conditions • National Electric Code • BOCA National Building Code Equipment Shelter Design, provide, deliver and install mechanical and electrical equipment and related accessories inside the existing shelter. The design will be in accordance with the NEC, City of Elgin Code, and R-56. Major equipment and other items in thr shelter include the following: • 15kw Propane Generator and 500 gallon propane tank • Power Distribution Panel,Circuit Breaker,Auto Transfer Switch • Cable Entries • Install ground ring around existing building per R56 • Install halo ground inside of existing building for equipment. • Cable Ladders and Raceway • Interior Lighting • 2000 BTU window type AC in wall with thermostat • Provide adequate ventilation • Fire Extinguishers • Self-contained Emergency Eyewash Station City of Elgin Page 7 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Design and install grounding systems in accordance with the National Electric Code, R-56, and PolyPhaser standards. Where applicable, connect to existing tower grounding systems. Test existing grounding systems to verify accordance with PolyPhaser standards and verify a desired resistivity of 5 OHMS or less. Utilities 1. Provide equipment, materials, design, and the installation for the propane fuel supplies and the standby generator. The proprosed generator will be located external to the shelter. Towers and Antenna Hardware 1. Provide equipment, materials, design, and the installation for the tower,all ice bridges,extension kits and hanger kits. 2. Provide tower analysis at the Nesler Road Site. 3. Design, install and ground all antenna systems and hardware as required to meet system performance goals. City of Elgin Responsibilities Site 1. Acquire site approvals, adequate equipment space and access prior to scheduled start of construction with SpectraSite Inc.. Site access, unless otherwise authorized by the City, shall be limited to normal business hours(7:30 a.m. to 5:00 p.m.),Monday through Friday. 2. Payment for monthly leases if required. 3. Provide required approvals to complete construction work. 4. Provide T1 to the demarcation point in equipment rooms as required. 5. Provide zoning approvals or zoning changes if required to meet the intent of the specifications and Motorola's proposal City of Elgin Page 8 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Tower 1. Payment for monthly leases as required. 2. Provide approvals to use selected sites and areas. Utilities 3. Approve right of ways for underground services 4. Supply and install T1 fiber and terminals as required to site building and or rooms through Ameritech. Ameritech will be responsible for bringing fiber to the site. 5. Payment for required monthly fees for any site utilities. 6. On going refueling of propane tanks after initial fill up by Motorola. 7. Provide dial-up phone circuits for the MOSCAD site alarm and modems. Monitoring Alarm System (MOSCAD) Motorola Responsibilities Components of the MOSCAD Alarm System Motorola will supply,install and test the required site alarms. The Rf voice system will be monitored by the MOSCAD system, comprised of the following components: • Front End Processor(FEP) • Remote Terminal Units(RTU) City of Elgin Responsibilities 1. Supply,install,and maintain the required telephone dial-up circuits. 2. Dial-up circuits demark will be within 6 cable feet of the cross connect junction of each alarmed site. City of Elgin Page 9 EHIBIT B CITY OF ELGIN 0 MOTOROLA STATEMENT OF WORK System Staging Overview Motorola will factory stage the RCS site equipment for cabling and test the system at our Customer Center for System Integration(CCSI)facility in Schaumburg,IL. At the CCSI facility, the equipment staged will be completely assembled in an area of Motorola's Plant Facilities. The equipment will be set up in accordance with floor plan equipment layouts and elevation scale drawings for each City of Elgin site, provided by Motorola's Project Manager. All cables will be cut to length, connectorized, and labeled. After assembly,all equipment will be individually tested City of Elgin Page 10 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Equipment Installation Motorola Responsibilities General Motorola and its subcontractors will perform all work and tasks required to implement and optimize the City of Elgin new simulcast site. All manufacturers' recommendations will be strictly adhered to in the assembly of this RCS site. Conditions Motorola will commence work at the work site only after the required Elgin tasks are substantially completed and the City of Elgin designated Project Director has notified Motorola to proceed with the work at that site. Site or room upgrade completion is required 15 days prior to the scheduled field installation. Equipment provided in this Statement of Work will be installed only once by Motorola. Motorola and its subcontractors will coordinate with the City of Elgin all site access requirements prior to commencing work at all City of Elgin property. Motorola and the City prior to installation will approve all installation locations and layouts. Trunking Simulcast Field Installation Field installation of the site equipment is based on a pre-staged system. The site will be delivered via dedicated carrier to a secure location provided by the City of Elgin. All controllers, trunking base stations, frequency standards, digital mux, etc. will be rack mounted. All RF and data cabling will be connectorized and labeled. Remote Controller In addition to the General Installation Tasks as previously described above, the following tasks shall be performed. for Trunking Remote Controller: 1) Verify controller positions and settings. 2) Field install all required interfaces(repeaters,modems)and cabling. City of Elgin Page 11 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Base Station Equipment In addition to the General Installation Tasks as previously described above,the following tasks shall be performed for trunked repeaters: 1) Verify levels on repeaters at each transmitter site. 2) Install all required interfaces. Other Equipment In addition to the General Installation Tasks as previously described above, the following tasks shall be performed for the system support equipment: 1. Install all cross connections as required. 2. Install all channel modems and shelves and interface to T1 carrier. 3. Install Digital Comparator. 4. Install Frequency Standard. 5. Install simulcast related equipment (USCIs, modems and associated test equipment). 6. Install test equipment. 7. Install system manager computer with associated hardware, software and printer. 8. Install Uninterruptible Power Supply (UPS) at each transmitter site for backup of the site controller and repeaters. 9. Install site and system alarm system Grounding Equipment provided by Motorola will be grounded to an existing ground within the building sites and the required ground loop at the tower sites. The City of Elgin building grounds will be a single point ground directed to the best building ground within 30 feet of the equipment. If the grounding point is over 30 feet from the equipment, it will be the City of Elgin's responsibility to bring the grounding to the equipment. Control Stations will require the grounding point with in 6 feet. Antenna Systems Antenna networks (antennas, transmission lines, antenna mounts, and peripheral hardware) shall be installed at the site in locations delineated by Motorola. Antennas,feedlines,connectors,mounting hardware,cable hangers, upper/lower ground kits and surge protection shall be provided and installed by Motorola as part of this proposal. Connectors utilized in all applications in this system are those connectors that the cable manufacturer recommends for the specific cable utilized for a specific application. Weatherproofing of all connectors in this system City of Elgin Page 12 • EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK installation shall meet or exceed manufacturer's recommendations and shall be performed in accordance with the recommendations contained in Motorola National Service publication number R56, "Quality Standards-FNE Installations. Antennas will be installed using heavy galvanized support hardware. Antenna transmission line will be mounted with the manufactured recommended stainless and galvanized hardware. The lines will be secured at a maximum of every 4 feet. Cable ladders will be used if presently mounted on the towers. Where there are no cable ladders, the cables will be mounted on the tower legs using proper galvanized stand offs. City of Elgin Responsibilities System Task List Review 1. Provide a City of Elgin Project Director who will be the single point of contact to work closely with Motorola's Program Manager. This Project Director is to have the authority to make decisions in a timely manner. 2. Acquire timely site permissions and access to Motorola's listed site. 3. Provide access to all Elgin locations (work sites) that will receive equipment during and after normal working hours. 4. Provide T1 fiber circuits,as required and in the required time frames to allow the installations to proceed on schedule. The demark is to be in each equipment room or site shelter within six (6) cable feet of the equipment or cross connect as the system design dictates. This is to include the fiber backbone, fiber pull to each demark, and the supplying, testing, and optimizing of the fiber equipment that will interface the RCS equipment at each demark. 5. Provide rooms or areas as defined in this SOW document. 6. Provide timely acceptance of completed work at the site. 7. Provide dial-up phone circuits for the site alarms. City of Elgin Page 13 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Network Integration/System Optimization Tasks General For the purpose of the Statement of Work, it is assumed that the terms "network integration" and "system optimization" is synonymous. The term"optimized"will be used to define final status of the specified site. Network integration for the system will include the following tasks: 1. Verify that all system hardware is operating to published specifications and software is installed and operational. 2. Verify and document all required board jumpers as required. 3. Verify and document the proper configuration and interconnection of all site components and interfaces. 4. Verify that local AC power conforms to minimum performance standards of all equipment. 5. Verify that UPS systems and standby generators are operational. 6. Install all jumpers between all cross connects. 7. Optimize and document all end-to-end audio and data levels. Remote Controller In addition to the tasks previously described above, the following Network Integration tasks shall be performed for Trunking Central Controllers: 1. Verify card cage configurations are correct. 2. Test and verify all required interfaces (repeater, modem, system manager,etc.). 3. Test all controller boards including spares. 4. Test control channel selections. 5. Test voice channel selections. 6. Test call processing. 7. Test manual reset function. 8. Verify fault operation. 9. Test automatic reset function. Repeaters The following Network Integration tasks shall be performed for trunking simulcast repeaters. 1. Test and document antenna system; perform electronic sweeps on transmit and receive transmission lines. City of Elgin Page 14 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK 2. Test and verify tower top amplifier operation and gain and verify redundant backup operation. 3. Optimize and document repeater levels(audio,RF,and control). DigiTac Equipment The following Network Integration tasks shall be performed for the DigiTac equipment: 1. Verify and document DigiTac rack configuration and cross connections. 2. Optimize all module levels on DigiTac subsystem. 3. Verify all LED functions. 4. Optimize repeater control functions. Simulcast Parameters The following Network Integration tasks shall be performed for ensuring simulcast parameters: 1. Adjust and document levels on Motorola supplied Simulcast Digital equipment. 2. System Phasing: • Set, test and document all audio phase delay parameters to minimize overlap distortion. • Adjust amplitudes on all transmitters in the system to minimize overlap distortion adverse effects. Alarm System The following Network Integration tasks shall be performed for the alarm system: 1. Verify site sensor installation and test operation. 2. Verify equipment and system alarms. 3. Verify interface to the dial up function. 4. Verify alarm display at enunciator position City of Elgin Page 15 EHIBIT B CITY OF ELGIN 0 MOTOROLA STATEMENT OF WORK Project Manager Overview Motorola's Project Manager has full responsibility for the successful completion of the project and will be the focal point for all communications between the City of Elgin and Motorola. The Project Manager will be responsible for the total project in accordance with the contractual schedule requirements and the technical and financial objectives of the contract. Responsibilities include: review and control of the project schedule, equipment orders, deliveries, subcontracts, installation, system testing, optimization, documentation, training, and coordination to ensure a completely operational system. Finally, the Project Manager will ensure the equipment and services purchased from subcontractors meet or exceed the specifications set forth by City of Elgin and Motorola. The project manager will, at a minimum, be deliver the following to the City: • Weekly status meeting with the City of Elgin Project Director. • Coordinate status meeting attendance by necessary parties representing Motorola,i.e. Engineering,Subcontractors,etc. • Monthly written reports to the City of Elgin Project Director. • Monthly updates (or more often as necessary) to the Project Schedule. _ — — — — City of Elgin Page 16 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Acceptance Acceptance Testing Motorola will conduct system acceptance testing. Project Acceptance The City of Elgin will be responsible for signature on project completion once verification of work has been accepted. Project Acceptance will be considered conditionally accepted when (a) testing has been successfully completed and a punchlist has been generated; or (b) inspection and documentation have been completed and a punch list has been generated. Completion of the punch list items will constitute acceptance of the project. Project Time Line The chart below outlines the time line milestones for this project. This time line assumes that all Lease and Site Access documents have been finalized between the City of Elgin and SpectraSite Inc. Tas15/Milestone Week Order Process 1 Mfg.Of Equipment/Site Work 7 Staging 9 Equipment Installation 11 Existing Site Upgrade 13 Optimization and Testing 15 Final Acceptance 16 City of Elgin Page 17 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Change Orders Requirements Once this Statement of Work is approved and signed by authorized representatives of both the City of Elgin and Motorola, a formal Change Order procedure will become effective. Motorola's Project Manager is the only individual authorized within Motorola's team to make changes that effect the scope of the project,regardless of how small such changes may be. A Change Order Control Form,as provided during the contract process, must be filled out and executed by both the City of Elgin designated Project Leader and Motorola's Project Manager prior to the initiation of work outlined in any proposed change. Change Order Process General To provide a guideline and procedure to insure that all changes to the Contract are properly documented, reviewed, and approved prior to inclusion into the project. Reference Section 8 of the Contract Agreement,which takes precedence over this verbiage. City of Elgin initiated changes to Motorola 1) City wishes to expand or reduce the original SOW to include changes in performance,features,hardware,software,or services. 2) A Change Order which amends the Contract in either Scope or Dollar value requires a Purchase Order or similar document which authorizes the additional changes as required. 3) A Change Order that reduces the original Contract DOES require formal written notification from the City. 4) In all cases,work will not be performed without written approval by both the City and Motorola. Motorola initiated changes to the City of Elgin 1) If Motorola wishes to expand or reduce the original Scope of Work (SOW) to include changes in performance, features, hardware, software,or services. 2) A Change Order which amends the Contract in either Scope or Dollar value requires a Purchase Order or similar document which authorizes the additional changes as required. 3) A Change Order that reduces the original Contract,in every instance, requires formal written notification from the City. 4) In all cases,work will not be performed without written approval by both the City and Motorola. City of Elgin Page 18 EHIBIT B CITY OF ELGIN O MOTOROLA STATEMENT OF WORK Responsibility The Motorola Project Manager shall be responsible for the proper distribution of all Change Order Requests. This includes the review process,and obtaining the required approvals from both the City as well as Motorola. The Project Manager shall obtain pricing and include schedule impact information, which requires formal approval by both parties. Amendment Procedure Motorola will be responsible for maintaining the Statement of Work (SOW) document, with formal documented amendments denoting any agreed upon changes with the City. Two (2) identical copies will be provided of any changes by the Project Manager. One copy will be provided to the City's Representative, the other will be kept with the SOW document. 1) A Change Order Request (COR), from either party, once agreed to by the other party, will automatically initiate changes to the SOW document. 2) Motorola will identify and produce new page revisions to the SOW document. Included with the page changes will be a revision record sheet showing the history of all changes to the SOW by COR number and the page numbers that have been modified. The revision record will become a part of the SOW, maintaining a chronological record. 3) The SOW page revisions will be distributed to the City with an attached cover letter, identifying the COR number that initiated the process. 4) Any alterations to a Purchase Order,which causes an increase or decrease in the cost or time required for the performance of any part of the Contract,shall not become binding until both the City and Motorola have agreed upon the cost adjustment, and the SOW has been modified in writing according to this procedure. • Any proposed changes, which DO NOT involve a change in either cost or schedule, must be approved in writing by both Motorola and the City representative. Once this is accomplished,the COR is incorporated as an official change to the project. • Any proposed changes, which DO involve a change in either cost or schedule, must be approved in writing by both Motorola and the City representative, and by the appropriate Financial Department Personnel from each City of Elgin Page 19 EHIBIT B CITY OF ELGIN 0 MOTOROLA STATEMENT OF WORK affected organization. Once this is accomplished, the COR becomes an official Change Order and an Amendment to the SOW as part of the Contract. 5) The City or Motorola can initiate Change Order Requests. A separate change order request form must be completed for each requested change. The change order issued must clearly state the scope of work requested, the responsible parties that will perform the work,a dollar amount,the schedule impact,and the appropriate signatures according to this procedure City of Elgin Page 20 , Exhibit B ELGIN 4TH SITE EQUIPMENT LIST Qty Nomenclature Item Description 1 T5293A SIMULCAST 28 CHANNEL REMOTE CONTROL 1 Z864AA ENH: SMARTNET OPERATION 1 C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 1 X996 A ENH:6809 SECURE TRANSPARENT TRUNKING 1 X777 ALT:ANALOG SIMULCAST 1 X832 ADD: 7'OPEN RACK-QUANTAR 1 C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD:800 MHZ BAND RX 806-825 MHZ/TX 1 X996 A ENH: 6809 SECURE TRANSPARENT TRUNKING 1 X777 ALT:ANALOG SIMULCAST 1 X153 ADD: HARDWARE, RACKMOUNT 1 C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 1 X997 A ENH:QUANTAR 6809 TRUNKING OPERATION 1 X777 ALT:ANALOG SIMULCAST 1 X153 ADD: HARDWARE, RACKMOUNT 1 C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD:800 MHZ BAND RX 806-825 MHZ/TX 1 X997 A ENH:QUANTAR 6809 TRUNKING OPERATION 1 X777 ALT:ANALOG SIMULCAST 1 X153 ADD: HARDWARE, RACKMOUNT 1 C99ED QUANTAR/QUANTRO FAMILY 1 001C QUANTAR STATION 1 X750 ADD: 800 MHZ BAND RX 806-825 MHZ/TX 1 X997 A ENH: QUANTAR 6809 TRUNKING OPERATION 1 X777 ALT:ANALOG SIMULCAST 1 X153 ADD: HARDWARE, RACKMOUNT 1 HMN1001 MICROPHONE, LOCAL TEST, MOBILE, HT9 1 DQAP88121114TC 10.5 DB PANEL ANTENNA 1 DSWIJD86106SN'COMB WAV-G 851-869 6CH N ANT, 150 K 6 L1704 3/8" LDF HELIAX POLY JKT PER FOOT 2 TDN8389 3/8"CONNECTOR N PLUG MALE 230 L1709 7/8"LDF HELIAX POLY JKT PER FOOT 2 TDN6683 7/8"CONNECTOR N JACK FEMALE 1 DSISCT5OHNMA COMBINER COAX PROTECTOR 30 L1705 1/2"LDF HELIAX POLY JKT PER FT 2 TDN6677 1/2"CONNECTOR N PLUG MALE 1 RRX4042A ISCT5OHNMA COMBINERARRESTORFLANGE80 1 DQAP88121114TC 10.5 DB PANEL ANTENNA 1 DSPD50448 FILTER BAND PASS 806-960MHZ CWA 1 TDF6491 RMC806-824MHZ 12 CHANNEL W TOWER BO 7 TDN8655A TERMINATION 50 OHM 6 L1704 3/8"LDF HELIAX POLY JKT PER FOOT 2 TDN8389 3/8"CONNECTOR N PLUG MALE 6 L1704 3/8"LDF HELIAX POLY JKT PER FOOT 2 TDN8389 3/8"CONNECTOR N PLUG MALE Motorola Confidential 8-31-2001 Page 1 P Exhibit B ELGIN 4TH SITE EQUIPMENT LIST 230 L1705 1/2"LDF HELIAX POLY JKT PER FT 2 TDN6678 1/2"CONNECTOR N JACK FEMALE 1 DSISDC50LNZ30A DC INJECTOR 30V M CONN ANTENNA POR 30 L1704 3/8"LDF HELIAX POLY JKT PER FOOT 2 TDN8389 3/8"CONNECTOR N PLUG MALE 1 RRX4042A ISCT5OHNMA COMBINERARRESTORFLANGE80 1 DSPD50448 FILTER BAND PASS 806-960MHZ CWA 1 DSSBB5A1B MFTS STANDARD SHELF CONFIG AC POWER 2 DSMFTSMBF05 4 PORT 5MHZ SINE MODULE 1 DSMFTSMDP 4 PORT 1PPS TIMING MODULE 1 DSPREM891830 UNIVERSAL ENCLOSURE TENSR 800 2 DSPREM8901 AC POWER SUPPLY 110/220VAC 1 DSPREM892660 2T1 IF CARD 32K WITH MODEM 1 DSPREM880060 CPU 2 T1 El BUS CONNECT 1 DSPREM800060 SINGLE T1 E1 WAN CARD 1 DSPREM81230 CSU PLUG IN MODULE 2 DSPREM816460 4 PORT 4W DSM CARD 1 DSPREM864 FRED SECURE CHILD CARD 1 DSPREM822061 10 PORT RS232C SRU 1 DSPREM816460 4 PORT 4W DSM CARD 1 DSPREM864 FRED SECURE CHILD CARD 1 DS58104 SWITCH MODULE A B ONLY 1 THN1012 RACK 7'OPEN 1 DQ071701 BCA 7KVA/5KW UPS 240V SOURCE 1 F6985 MOSCAD W/ 15W 800 MCS2000 TRUNK RADIO 1 V051 ALT: NEMA TO RACKMOUNT 1 V115 ADD: 1601 MODULE 3 SPQ34BCA0101 DATA ENGLISH SVC IN HOUSE 1 DAY 4 SPQ34BCA0101 DATA ENGLISH SVC IN HOUSE 1 DAY 1 SPQ34BCA0105 DATA ENGLISH SVC IN HOUSE 5 DAY 15 SQMO1 SUM0130 SOFTWARE&HARDWARE UPGRADE KIT 15 CA00134AA ENH: 6809 TRUNKED UPGRADE 15 X795AF ENH: LATEST SHIPPING SOFTWARE 15 X791AB ADD:CONVENTIONAL/6809 TRUNKING EPI 15 X216AG ADD:4 WIRE WIRELINE BOARD 1 RVN5002 RSS QUANTAR QUANTRO RECEIVER 1 3080369E31 PROGRAMMING CABLE 1 CVN1077 FTP SOFTWARE KIT 1 REX4430 PC ETHERNET SERVICE KIT 1 REX4429 ETHERNET CARD KIT 1 UO QUOTE resc smartnet software 1 UO QUOTE codeplug prime 1 UO QUOTE codeplug backup 1 UO QUOTE codeplug spare 1 SERVICE Complete Installation&Project Management Grand Total: $567,583.00 Motorola Confidential 8-31-2001 Page 2 r Exhibit C This warranty applies within the fifty(50)United States,the District of Columbia and Canada. LIMITED WARRANTY MOTOROLA COMMUNICATION PRODUCTS If the affected product is being purchased pursuant to a written Communications System Agreement signed by Motorola,the warranty contained in that written agreement will apply. Otherwise,the following warranty applies. I. WHAT THIS WARRANTY COVERS AND FOR HOW LONG: Motorola Inc.or,if applicable,Motorola Canada Limited("Motorola")warrants the Motorola manufactured radio communications product,including original equipment crystal devices and channel elements("Product"),against material defects in material and workmanship under normal use and service for a period of One(1)Year from the date of shipment. Motorola,at its option,will at no charge either repair the Product(with new or reconditioned parts),replace it with the same or equivalent Product(using new or reconditioned Product),or refund the purchase price of the Product during the warranty period provided purchaser notifies Motorola according to the terms of this warranty. Repaired or replaced Product is warranted for the balance of the original applicable warranty period. All replaced parts of the Product shall become the property of Motorola. This express limited warranty is extended by Motorola to the original end user purchaser purchasing the Product for purposes of leasing or for commercial,industrial,or governmental use only,and is not assignable or transferable to any other party. This is the complete warranty for the Product manufactured by Motorola. Motorola assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola. Unless made in a separate written agreement between Motorola and the original end user purchaser, Motorola does not warrant the installation,maintenance or service of the Product. Motorola cannot be responsible in any way for any ancillary equipment not furnished by Motorola which is attached to or used in connection with the Product,or for operation of the Product with any ancillary equipment,and all such equipment is expressly excluded from this warranty. Because each system which may use the Product is unique,Motorola disclaims liability for range,coverage, or operation of the system as a whole under this warranty. II. GENERAL PROVISIONS: This warranty sets forth the full extent of Motorola's responsibilities regarding the Product. Repair,replacement or refund of the purchase price,at Motorola's option,is the exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.IN NO EVENT SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT,FOR ANY LOSS OF USE,LOSS OF TIME,INCONVENIENCE, COMMERCIAL LOSS,LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL,SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT,TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. III. HOW TO GET WARRANTY SERVICE: Purchaser must notify Motorola's representative or call Motorola's Customer Response Center at 1-800-247-2346 within the applicable warranty period for information regarding warranty service. IV. WHAT THIS WARRANTY DOES NOT COVER: A) Defects or damage resulting from use of the Product in other than its normal and customary manner. B) Defects or damage from misuse,accident,water,or neglect. C) Defects or damage from improper testing,operation,maintenance,installation,alteration, modification,or adjustment. 4 t Exhibit C D) Breakage or damage to antennas unless caused directly by defects in material workmanship. E) A Product subjected to unauthorized Product modifications,disassemblies or repairs(including, without limitation,the addition to the Product of non-Motorola supplied equipment)which adversely affect performance of the Product or interfere with Motorola's normal warranty inspection and testing of the Product to verify any warranty claim. F) Product which has had the serial number removed or made illegible. G) Batteries(they carry their own separate limited warranty). H) Freight costs to the repair depot. I) A Product which,due to illegal or unauthorized alteration of the software/firmware in the Product, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Product at the time the Product was initially distributed from Motorola. J) Scratches or other cosmetic damage to Product surfaces that does not affect the operation of the Product. K) That the software in the Product will meet the purchaser's requirements or that the operation of the software will be uninterrupted or error-free. L) Normal and customary wear and tear. M) Non-Motorola manufactured equipment unless bearing a Motorola Part Number in the form of an alpha numeric number(i.e.,TDE6030B). V. GOVERNING LAW In the case of a Product sold in the United States and Canada,this Warranty is governed by the laws of the State of Illinois and the venue of any action relative to this Warranty will be in Kane County,Illinois. VI. PATENT AND SOFTWARE PROVISIONS: Motorola will defend,at its own expense,any suit brought against the end user purchaser to the extent that it is based on a claim that the Product or its parts infringe a United States patent,and Motorola will pay those costs and damages finally awarded against the end user purchaser in any such suit which are attributable to any such claim,but such defense and payments are conditioned on the following: A) that Motorola will be notified promptly in writing by such purchaser of any notice of such claim; B) that Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise;and C) should the Product or its parts become,or in Motorola's opinion be likely to become,the subject of a claim of infringement of a United States patent,that such purchaser will permit Motorola,at its option and expense,either to procure for such purchaser the right to continue using the Product or its parts or to replace or modify the same so that it becomes non-infringing or to grant such purchaser a credit for the Product or its parts as depreciated and accept its return. The depreciation will be an equal amount per year over the lifetime of the Product or its parts as established by Motorola. Motorola will have no liability with respect to any claim of patent infringement which is based upon the combination of the Product or its parts furnished hereunder with software,apparatus or devices not furnished by Motorola,nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Product. The foregoing states the entire liability of Motorola with respect to infringement of patents by the Product or any its parts thereof. Laws in the United States and other countries preserve for Motorola certain exclusive rights for copyrighted Motorola software such as the exclusive rights to reproduce in copies and distribute copies of such Motorola software. Motorola software may be used in only the Product in which the software was originally embodied and such software in such Product may not be replaced,copied, distributed,modified in any way,or used to produce any derivative thereof. No other use including,without limitation,alteration,modification,reproduction,distribution,or reverse engineering of such Motorola software or exercise of rights in such Motorola software is permitted. No license is granted by implication,estoppel or otherwise under Motorola patent rights or copyrights. • OFE. 40 City of Elgin Agenda Item No. /I) (4, „*- 1) a i 4'inove, •r." E L ctif November 9, 2001 1 .4 TO: Mayor and Members of the City Council #1 SAFE COMMUNITY FROM: Joyce A. Parker, City Manager SUBJECT: Data Radio Contract with Illinois Criminal Justice Information Authority PURPOSE The purpose of this memorandum is to give the Mayor and the members of the City Council information to consider entering into an agreement with the Illinois Criminal Justice Information Authority (ICJIA) for reduced fees for the next five years in exchange for the City purchasing an advance data radio for use by the Police and Fire Departments and to authorize a sole source purchase from Motorola for the data radio base station. BACKGROUND As part of the Computer Aided Dispatch (CAD) Committee' s implementation of Phase Three of our CAD system, it is desirable that the City take advantage of the higher data capacity possible through advanced mobile data radio transmission and receiving. This capacity is available through a newer radio technology known as Data-Tac II . This technology will allow the users of the ALERTS system to communicate at 19 .2KBs, significantly better than the current 4800 BPS and 9600 BPS currently in use by other ALERTS users . ICJIA is anxious to begin using this technology and has, therefore, offered a five-year reduction in alerts fees to make the advance purchase of a base station an economically viable alternative. The reduced fees will result in a savings to the City of an estimated $82, 200 over the next five years, less the initial investment of $55, 000 to purchase the data radio base station. This savings is based on no growth in the City' s fleet, which is unlikely. The savings would be greater as the fleet grows . Radio Contract with ICJIA November 9, 2001 Page 2 In addition to the economic incentive, this agreement will allow the City to take advantage of the advanced technology that is necessary for CAD Phase Three earlier than would have been possible should the City wait for ICJIA to purchase and install a base station. ICJIA currently has no plans for this expenditure and it is possible that CAD Phase Three would be stalled indefinitely without this technology. The proposed base station hardware can only be purchased from Motorola due to the proprietary ICJIA network architecture . All of the ICJIA radio infrastructure is manufactured by Motorola. This network is the largest mobile data public safety radio system in the world. Once installed, the maintenance, on-going communications expenses and ownership of this base station will transfer to ICJIA. COMMUNITY GROUPS/INTERESTED PERSONS CONTACTED All members of the CAD Committee, representing the Fire, Police and MIS Departments have reviewed and recommend this agreement and ellb4 purchase . The Emergency Telephone System Board has also recommended this agreement and the contract to purchase the base station from Motorola, the only source for this equipment . F ANCIAL IMPACT The price of the base station, $55, 000 , was negotiated with Motorola to incorporate them as a partner in this project . This price is reduced from $67, 171 to enable the payback option to be viable for both the City and ICJIA. The City will show a savings of $82, 200 over the next five years due to reduced users fees from an investment of $55 , 000 . The expenditure for ALERTS fees has been included in the Five Year Financial Plan within the E911 budget . The purchase of the base station could be shifted to an earlier date in order to take advantage of the savings as a result of the decreased ALERTS fees . Account number 220-0000-791 . 92-47 has sufficient funds budgeted for the purchase of the base station. L AL IMPACT None . rm. Radio Contract with ICJIA November 9, 2001 Page 3 ALTERNATIVES The City may chose not to enter into this agreement and the CAD Phase Three project to bring advanced mobile data communication to the Fire units, with mapping and Automatic Vehicle Location (AVL) , would be postponed indefinitely. RECOMMENDATION It is recommended that the City Council approve the agreement with ICJIA and the purchase of this site from Motorola for the significantly reduced price of $55, 000 . Respectfully submitted, \.)(4Z ,ALISSt , \JajdAA14— Joyce\A. Parker City Manager JJB/jb eft.