HomeMy WebLinkAbout04-343 Resolution No. 04-343
RESOLUTION
AUTHORIZING EXECUTION OF A COMMUNICATIONS SYSTEM
LEASE-PURCHASE AGREEMENT WITH MOTOROLA, INC. FOR THE
E911 CENTER AND CREATION OF AN
EMERGENCY OPERATIONS DISPATCH CENTER
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN,ILLINOIS,that
David M. Dorgan, City Manager, be and is hereby authorized and directed to execute a
Communications System Lease-Purchase Agreement on behalf of the City of Elgin with Motorola,
Inc. for upgrade and enhancements to the E911 center and creation of an emergency operations
dispatch center, a copy of which is attached hereto and made a part hereof by reference.
s/Ed Schock
Ed Schock, Mayor
Presented: December 15, 2004
Adopted: December 15, 2004
Vote: Yeas: 6 Nays: 0
Attest:
s/Dolonna Mecum
Dolonna Mecum, City Clerk
Communications System Lease Purchase Agreement
Motorola, Inc., a Delaware corporation, by and through its Commercial, Government, and Industrial
Solutions Sector, North America Group ("Motorola"), having a place of business at 1309 E. Algonquin
Road, Schaumburg, IL 60196 and The City of Elgin ("Customer"), having a place of business at 150
Dexter Court, Elgin, IL 60120, 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 E will be resolved in the order in which they
are listed.
Exhibit A Motorola "Software License Agreement"
Exhibit B "Payment Schedule"
Exhibit C "Technical and Implementation Documents"
C-1 "System Description" dated August 30th, 2004
C-2 "Equipment List" dated August 30th, 2004
C-3 "Statement of Work" dated August 30th, 2004
C-4 "Acceptance Test Plan" or"ATP" dated August 30th, 2004
C-5 "Performance Schedule"dated August 30th, 2004
Exhibit D Enhanced System Support Statement of Work ("ESS Statement of Work")
Exhibit E "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 it.
"Equipment" means the equipment listed in the Equipment List that Customer is purchasing from Motorola
under this Agreement.
"Infringement Claim" means a third-party claim alleging that the Equipment manufactured by Motorola or
the Motorola Software infringes upon the third-party's United States patent or copyright.
"Motorola Software" means Software that Motorola or its affiliated company owns.
"Non-Motorola Software" means Software that a party other than Motorola or its affiliated company owns.
"Open Source Software" means software that has its underlying source code freely available to evaluate,
copy, and modify. Open Source Software and the terms"freeware" or"shareware" are sometimes used
interchangeably.
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"Proprietary Rights" means the pmtenba, patent opp|icoUons, invendons, copyrights, trade secrets,
trodemarko, trade nomeo, mask worka, hnow'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
oornacUona, bug fixes, enhoncannanto, updates or modifications to or derivative works from the Software
whether made by Motorola or another party.
"Sofbwama" 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
"Specifications" means the functionality and performance requirements described in the Technical and
Implementation Documents.
"Subsystem" means a majormajor portion of the entire System that performs specific functions or operations as
described in the Technical and Implementation Documents.
"System" means the Equipment, 8ofbwmno, oerviceo, oupp|ios, and incidental hardware and materials
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 ppovide, ship, install and test the 8yshorn, and perform its other
contractual reopono\bi|ibeo, 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 port\ao, 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. Notwithstanding any
additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing,
delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will
govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional
Equipment will pass at ohipnnent, warranty will commence upon de|ivery, 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. Alternatively, Customer may register with and place such
orders through Motorola Online (''YNC)L^), and this Agreement will be the "Underlying Agreement" for such
MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and
other information may be found athttpo://moton|ine.nnot.com and the MOL telephone number is (800)
814-0601.
3.5. MAINTENANCE SERVICE. During the warranty period for the Equipment and Sofbwons.
Motorola will provide maintenance services for the Equipment and support for the Motorola Software
pursuant to the terms of this Agreernent, including the ESS Statement of Work. Such services and
support are included in the Contract Price. If Customer wishes to purchase additional maintenance and
support services for the Equipment during the warranty period, or any maintenance and support services
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for the Equipment after the warranty period, the description of and pricing for such services will be set
forth in a separate document. If Customer wishes to purchase extended support for the Motorola
Software after the warranty period, it may do so by ordering software subscription services as described
in the Software Subscription section of the ESS Statement of Work. Unless otherwise agreed by the
parties in vvribng, the terms and conditions applicable to such maintenancw, support or software
subscription services will be Motorola's standard Service Terms and CondiUons, together with the
appropriate statements of work.
3.6. MOTOROLA SOFTWARE. Any Motorola Gofbwmre, 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.
3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in
accordance with the standard |icense, terma, and restrictions of the copyright owner on the Effective Date
unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software
pursuant to the Software License Agreement, in which case it applies and the copyright owner will have
all of Licensor's rights and protections under the Software License Agreement. Motorola makes no
representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may
include Open Source Software. All Open Source Software is licensed to Customer in accordance with,
and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not
the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable
efforts to (i) determine whether any Open Source Software will be provided under this Agreement; and if
so, (ii) identify the Open Source Software and provide to Customer a copy of the applicable standard
license (or specify where such license may be found); and (iii) provide to Customer a copy of the Open
Source Software source code if it is publicly available without charge (although a distribution fee or a
charge for related services may be applicable).
3.8. SUBSTITUTIONS. At no additional cost to Cuntomer, Motorola reserves the right to substitute
any Equipment. Gofbwana, or services to be provided by K8oboro|o, provided that the substitute meets or
exceeds the Specifications and is of equivalent or better quality to the Customer. Any such substitution
will be reflected in a change order.
3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options"
exhibit is shown in Section 1 of this Agreement, or if the Parties amend this Agreement to add a Priced
Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is
sbated, then for one (1) year after the Effective Date), Customer shall have the right and option to
purchase the equipmont, ooftwono, and related services that are described and listed in the Priced
Options exhibit. Customer may exercise this option by giving written notice to Seller which must
designate what equipment, oofbwore, and related services Customer is selecting (including quanbdao, if
applicable). To the extent they app|y, the terms and conditions of this Agreement will govern the
purchase of the selected equipnment, oofbwore, and related services. Hovvovar, the parties acknowledge
that certain contractual provisions must be agreed upon, and they agree to negotiate those in good faith
promptly after Customer delivers to Seller the option exercise notice. Examples of provisions that may
need to be negotiated are: specific lists of da//vermb|eo, statements of vvorh, acceptance test p\ano,
delivery and implementation sohedu>ao, payment terms, maintenance and support ppovlsiono, additions to
or modifications of the Software License Agmaement, hosting tmrmo, and modifications to the acceptance
and warranty provisions.
Section 4 PERFORMANCE SCHEDULE
Motorola and Customer agree that they will perform their respective responsibilities in accordance with
the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with
performance of this Agreement.
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Section 5 CONTRACT PRICE, PAYMENT AND INVOICING
5.1. CONTRACT PRICE. The Contract Price in U.s. dollars is $1,149,000.00. Customer
shall make a down-payment of$ 0 in the form of a wire transfer, check, or cashier's
check from a U.S. financial institution. The balance of the Contract Price shall be paid via the
disbursement of the financing proceeds pursuant to the Equipment Lease-Purchase Agreement executed
between the parties. For Customer's reference, the Federal Tax Identification Number for Motorola, Inc.
is 36-1115800.
5.2. FRE|GHT, T|TLE, AND RISK OF LOSS. All freight charges will be pre-paid and added to the
invoices. Unless otherwise stated in the Equipment Lease-Purchase Agreement, title to the Equipment
will pass to Customer upon shipment. 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.
5.3. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following
address: The City of Elgin Police Department, 151 Douglas Avenue, Elgin, IL 60120.
5.4. The city which is the ultimate destination where the Equipment will be delivered to Customer is:
The City of Elgin Police Oopednnent, 151 Douglas Avenue, Elgin, IL 60120.
The Equipment will be shipped to the Customer at the following address (insert if this information is
known):
5.5. The City of Elgin Police Oeportment, 151 Douglas Avenue, Elgin, IL 80120.
Customer may change this information by giving written notice to Motorola.
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
penniby, zoning variances, |icanoeo, and any other approvals that are necessary to develop or use the
sites; 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. If the Statement of Work so ind\oatow. Motorola may assist the
Customer in the local building permit process.
6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, saounm, 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 inatm)|aUon, use and maintenance of the System; (ii) adequate air
conditioning and other environmental conditions; (iii) adequate electrical power outlets, distribution and
equipment for the inota\|aUon, use and maintenance of the System; and (iv) adequate telephone or other
communication lines for the (nsta||sUpn, use and maintenance of the 8yatann, including modem aoceso,
and adequate interfacing networking capabilities. Before installing the Equipment or Software at a work
site, Motorola will inspect the work site and advise Customer of any apparent deficiencies or non-
conformities with the requirements of this Section. This Agreement is predicated upon normal soil
conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
6.3. SITE ISSUES. If Motorola or Customer determines that the sites identified in the Technical and
Implementation Documents are no longer available or demired, or if wubsurfoue, struotura), 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
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perform, the parties will equitably amend the Contract Price or Performance Soheduha, or both, by a
change order.
Section 7 TRAINING
Any training to be provided by Motorola to Customer under this Agreement 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. Upon System Aooepbanua, 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 phmoa, and the
parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes
that the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written
notice that includes the specific details of such failure. If Customer does not provide to Motorola such
notice within thirty (30) days after completion of the Acceptance Testo, System Acceptance will be
deemed to have occurred as of the completion of the Acceptance Tests. K8ino, 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 will not commence Beneficial Use before System
Acceptance without Motorola's prior written authorizmUon, 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 all deliverables and other work have been completed. When Final Pject 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 in accordance
with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever
occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System
performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is
attached to or used in connection with the System or for reasons beyond Motorola's contro\, 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
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usage or configuration outside the Specifications; or (v) any acts of parties who are beyond Motorola's
control.
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 contno|, 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
firot. Motorola warrants the Motorola Software in accordance with the terms of the Software License
Agreement and the provisions of this Section 9 that are 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 contpo!, 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, custonnary, and authorized manner; (ii) defects or damage occurring
from misuse, accident, |iquido, neg|act, or acts of God; (iii) defects or damage occurring from teoting,
mainbanance, dioaosennb|y, repair, inmtaUoUon, o|tansUon, modifiuoUon, 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. For Customer to assert a claim that the Equipment or Motorola Software
does not conform to these wornantiem. Customer must notify Motorola in writing of the claim before the
expiration of the warranty period. Upon receipt of such nodce. Motorola will investigate the warranty
claim. If this investigation confirms a valid warranty c|ginn. Motorola will (at its option and at no additional
charge to Customer) repair the defective Equipment or Motorola 8ofbware, replace it with the same or
equivalent p,oduot, 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.
9.0. ORIGINAL END USER IS COVERED. These express limited warranties are extended by
Motorola to the original user purchasing the System for commercial, induatria|, 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 COND|T|ON8, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 10 DELAYS
10.1. FORCE MAJEURE. Neither party will be liable for its non-performance or delayed performance if
caused bya"Force Majeure"vvhichnneanaanovent. c\ncumatanoo. oraotofmthirdpodythotinbeyonda
party's reasonable contvo|, such as an act of God, an act of the public anamy, an act of a government
entity, strikes or other labor disturbances, hunicaneo, earthquakes, fires, Ooods, apidmmino, amborgomo,
war, riots, or any other similar cause. Each party will notify the other if it becomes aware of any Force
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Majeure that will signdelay 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 occuro, the
parties will execute a 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 according to the Payment Schedule as if no delay occurred; and (ii) the parties
will execute a change order to extend the Performance Schedule and, if requested by yNotopo|a,
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
enginaering, 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 Cuatonnar, through their respective project
rnanagena, will attempt to settle any dispute arising from this Agreement (except for a claim relating to
intellectual property or breach of confidentiality provisions) through consultation and negotiation in good
faith and a spirit of mutual cooperation. 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 or a breach of confidentiality provisions
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 may be submitted by either party to the Circuit Court of Kane County, Illinois. 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, weiver, 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 aMi|iabsa, oganta, annp(oyeeo, ouobonnons, suppliers, or subcontractors.
Section 12 DEFAULT AND TERMINATION
12.1 DEFAULT BY A PARTY. If either party fails to perform a material obligation under this
Agreement, the other party may consider the non-performing party to be in default (unless 8 Force
Majeure causes such failure) and may assert a default claim by giving the non-performing party a written
and detailed notice of default. Except for a default by Customer for failing to pay any amount when due
under this Agreement which must be cured imrnedimte|y, the defaulting party will have thirty (30) days
after receipt of the notice of default to either (i) cure the default or (ii) if the default is not curable within
thirty (30) days, to provide a written cure plan. The defaulting party will begin implementing the cure plan
immediately after receipt of notice by the other party that it approves the plan. If Customer is the
defaulting party, Motorola may stop work on the project until it approves the Customer's cure plan.
12.2. FAILURE TO CURE. If a defaulting party fails to cure the default as provided above in Section
12.1, unless otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion of
this Agreement. In the event of such hsrnn\nabon, 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 Geodon, and completes the System
through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs
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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 |iobiUhy, expenaa, judgment, suit, cause of action, or demand for personal injury, dmath,
or direct damage to tangible property which may accrue against Customer to the extent it is caused by
the negligence of Motorola, its nubcontrmchurm, or their employees or agento, while performing their duties
under this Agreement, provided that Customer gives Motorola pnornpt, 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, deoth,
or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the
negligence of Cuotonnar, or their employees or ogents, while performing their duties under this
Aoneemant, provided that Motorola gives Customer pnompt, 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 k8otorn/o, reasonable
assistance in the defense of the Infringement Claim.
13.3.2. If an Infringement Claim oucuno, or in Motorola's opinion is likely to oocu,, 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 pedbrmonoe,
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 Motorola 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 sofbwmre, 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 daath. Motorola's total \iobi|\h/, whether for breach of uontnact, warnanb/,
negligence, strict liability in tort, indonnnifinmUon, or othenwisa, will be limited to the direct damages
recoverable under law, but not to exceed the price of the Equipment, 8ofbwarm, or services with respect to
which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
CSA.F|NAL.5.1.04,8m.dvo 8
Motorola Contract No. 04-16958/dn
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 each 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. Each party will: (i) maintain the confidentiality of the other party's Confidential Information and not
disclose it to any third party, except as authorized by the disclosing party in writing or as required by law;
(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, the third party manufacturer of any Equipment, and the copyright owner of any Non-
Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and
Software. 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.
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. 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, distribute, sublicense, sell
or export the Software, or permit or encourage any third party to do so. The preceding sentence shall not
apply to Open Source Software which is governed by the standard license of the copyright owner.
CSA.FINAL.5.1.04.Set.doc 9
Motorola Contract No. 04-16958/dn
Section 16 GENERAL
16.1. TAXES. The Contract Price does not include any amount for federal, state, or local excise, sales,
|emoa, omrvima, nanba|, use, pnoperty, occupaUon, or other baxam, assessments or duties (other than
fedarm|, 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 taxea,
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 porty, 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 vvork, 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 unonho,ceeb}w, 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.
18.6. 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
employees or agents 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
conobtuto, nneota, or in any way be interpreted as a joint venture, partnership or formal business
organization of any kind.
16.7. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are
inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of
the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in
accordance with its terms and conditions and not for or against either party.
16.8. GOVERNING LAW. This Agreement shall be subject to and governed by the laws of the State of
Illinois. Venue for the resolution of any disputes or the enforcement of any rights arising out of or in
connection with this Agreement shall be in the Circuit Court of Kane County . |||inoin..
16.9. ENTIRE AGREEMENT. This Agreement, including all Exhibds, constitutes the entire agreement
of the parties regarding the subject matter hereof and supersedes all previous agreemento, pnopooa|o,
and undaratmnd\nQa, whether written or oral, relating to such subject matter. This Agreement may be
aiteped, onnended, 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 Agraement, 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,
CGx.F|NAL.5.1.04,Oot.dmv 10
Motorola contract No.04'169e8mn
such as Federal Express, UPS, or DHL), or by facsimile with correct answerback recaivad, and shall be
effective upon receipt:
Motorola, Inc. Customer
Attn: Deborah Neil Attn:
1301 E. Algonquin |LO3-SH5
Schaumburg, IL 60196
fax:847 576-4596 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 inoto/|obon, operation and use of the System before the scheduled
installation of the Equipment. Although Motorola might assist Cuotonne, 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 apppova/o, 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 pmdies, it is a valid and
binding contract, enforceable in accordance with its terms; and (iv) the enecudon, de|(very, 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: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if
any payment obligations exist. Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Section
11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights);
and all of the General provisions in Section 16.
The parties hereby enter into this Agreement as of the Effective Date.
Motorola, Inc. Customer
By: I °,~~ u41,
y�
Name: .eName: wwl*V oiee ',Ay
Title: •-% ecniinli.e.4 Title: ' �� *^ 4,c^« *.»~
Uate: 11~2~041 Date: 2_. e 64
VIT
CGA.F|NAL.5104.8et.dmc 11
Exhibit A
Software License Agreement
In this Exhibit A. the term "Licensor" means Motorola, Inc., ("Motorola") or Printrak International,
Incorporated, a Motorola company ("Printrak"); "Licensee," means the Customer; "Primary Agreement"
means the agreement to which this exhibit is attached; and "Agreement" means this Exhibit and the
applicable terms and conditions contained in the Primary Agreement. The parties agree as follows:
Section 1 SCOPE
Licensor will provide proprietary software and/or radio cornmunioaUonm, computer, or other electronic
products ("Products") containing embedded or pre-loaded proprietary software to Licensee. "Software"
means such proprietary software in object code format, and odopbadono, tnans|allono, de-co,npiiadonn,
disosaemb|\en, ennu|mUono, or derivative works thereof; such software may contain one or more items of
software owned by a third party supplier ("Third Party Software"). Product and Software documentation
that specifies technical and performance features and cmpabi|jUom, 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 to Licensee, and Licensee may use, the Software and
Documentation.
Section GRANT OF LICENSE
Subject to Section 1, Licensor hereby grants to Licensee a personal, non-transferable (except as
permitted in Section 8 below), |im/ted, 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 does not grant any rights to
source code.
If the Software is or includes Integration Framework, Customer Service Request ("CSR"), or Cityworks
software, such Software is licensed pursuant to this Agreement plus a separate document entitled
"Software License Agreement Rider for Integration Framework, Customer Service Request, or Cityworks
Software" (which document is incorporated by this reference and is either attached to this Agreement or
will be provided upon Licensee's request).
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 modifv, dinaosemb|e, peel componentm, deoompi|e, otherwise reverse engineer or
attempt to reverse enQineer, derive source code, create derivative works from, adapt, tnans|ate, 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 oenbencm. Licensee may temporarily transfer Software installed on
one device onto another if the original device is inoperable or ma|funodoning, 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.
CSA.p|NAL.5.1.04.Sut.Vno 1
Motorola Contract No.04-16958/dn
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
noqueot. 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 and remains vested exclusively in the
copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning
the Software and Documentation, including all rights in pmtento, patent app|icoUono, invenhono,
oopyriQhto, trade oecnato, tnadw,narko, trade nomaa, and other intellectual properties (including any
correct\ons, bug fixeo, enhancementa, updotea, or modifications to or derivative works from the Software
whether made by Licensor or another party, or any improvements that result from Licensor's processes
or, if mpp/ioab|e, providing information services). 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 deve|oped, originatnd, or prepared by Licensor in connection with providing to Licensee
Sofbwone, Products, Oooumnentmbon, or related services remain vested exclusively in Licensor, and this
Agreement does not grant to Licensee any shared development rights of intellectual property.
Section 5 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and
Confidential Information and are Licensor's trade seonete, and that the provisions in the Agreement
concerning Confidential Information apply.
Section 6 LIMITED WARRANTY
6.1. The commencement date and the term of the Software warranty shall be as stated in the Primary
Agreement, except that (i) the warranty term for Printrak's LiveScan software shall be 90 days; and (ii) for
application Software that is provided on a per unit baois, 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 8ofbwano, when
used properly and in accordance with the Documentation and this Agreement, will be free from a
reproducible defect that eliminates the functionality or successful operation of a feature critical to the
primary functionality or successful operation of the Software. Whether such defect occurs will be
determined solely with reference to the Documentation. 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. Warranty claims are described in the Primary Agreement.
6.3. 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.
Section 7 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
CGA,P|N4L5.1.04.8ot.dvo 2
Motorola Contract No.04-16958/dn
Section 8 TRANSFERS
Licensee shall not transfer Software or the related Documentation to any third party without Licensor's
prior written cnnsent, which consent may be withheld in Licensor's reasonable discretion and which 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 pmrty. Licensee may assign its rights to use the Software (other than Radio Service Software and
Motorola's FLA8HporNB 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 and Documentation will begin when this Agreement is mutually
executed by both parties and will continue during the life of the Products in which the Software is used,
unless Licensee breaches this Agreement in which case it shall be terminated immediately upon notice by
Licensor. Licensee acknowledges that Licensor has made a considerable investment of resources in the
deve|opnnent, markeUnQ, and distribution of its proprietary Software and Documentation and that
reasonable and appropriate limitations on Licensee's use of the Software and Documentation are
necessary for Licensor to protect its inveotnnmnt, trade oeorets, and valuable intellectual property rights
concerning the Software and Oocunmentebon. Licensee also acknowledges that its breach of this
Agreement will result in irreparable harm to Licensor for which monetary damages would be inadequate.
In the event of a breach of this Agreement and in addition to termination of this Agreement, Licensor shall
be entitled to all available remedies at law or in equity (including immediate injunctive relief and
repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal
agency of the United States Government). 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 are described in the Primary Agreement.
Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS
In the event that the Licensee is the United States Government oro 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, dup|ioodon, 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 app\y, 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 OFAR8, 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.
CSA.r|N*L5.1.04.Gut.dnc 3
Motorola Contract No.0*'16958mn
12.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and rogulationa,
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 no'export, sell or noso/|, ship or reship, or dived, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Governnnent, 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. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations under
this A0neament, or encumber or sell any of its rights in any Sofbwore, without prior notice to or consent of
Licensee.
12.4. GOVERNING LAW. This Agreement will be governed by the laws of the United States to the
extent that they apply.
CSA.p|m8L.5.1.04.Set.doo 4
Exhibit B
Payment Schedule
CSA.FINAL.5.1.04.Set.doc 1
Motorola Contract No.04-16958/dn
Exhibit C
Technical and Implementation Documents
Please see the following documents in the proposal:
Section 2, System Description
Section 3, System Drawing and Diagrams
Section 4, Statement of Work and Sample Acceptance Test Plan
Section 5, Project Schedule
CSA.FINAL.5.1.04.Set.doc 1
Motorola Contract No.04-16958/dn
Exhibit D
Enhanced System Support
Statement of Work
CSA.FINAL.5.1.04.Set.doc 1
Motorola Contract No.04-16958/dn
1.0 Definitions
Capitalized terms used in this Statement of Work and not otherwise defined within the Statement
of VVonh, or in the Communications System Agreement or other applicable agreement
(collectively, Agreement") have the following meanings:
1.1 Case: Electronic tracking document for requests for service through the System Support
Center.
1.2 Continuously: Seven (7) days per week, twenty four(24) hours a day, including holidays.
1.3 Core Release: A new version of Software that adds Standard Features and major
enhancements. These new versions are signified by changes to the first digit of the
version identifier number(e.g. SmartZone 2.0.3 to SmartZone 3.0).
1.4 Customer: The end-user Customer as identified in the Agreement.
1.5 Customer Support Plan: A document mutually developed by Motorola and the Customer
that provides information about the Customer and the System and describes how
Motorola will deliver and the Customer will receive the services described in this
Statement of Work.
1,6 Enhancement Release: A superseding issue of Software which adds to, imprnveo, or
enhances the performance of Standard Features contained in the then currently shipping
Software version. These releases are signified by changes to the second digit of the
version identifier number(e.g. SmartZone 3.1 to SmartZone 3.2).
1.7 Equipment: The equipment specified in the Equipment List as set forth in the Agreement,
including any additions to the Equipment List during the Warranty Period.
1.8 Enhanced System Support (ESS) Period: The 12 month period commencing at the start
of the Warranty Period for Equipment and Software as defined by the Agreement.
1.9 Event: An alarm or informational notification received by Motorola through the Network
Management tools.
1.10 Feature: A Software functionality.
1.11 Firmware: Software in object code form that is implanted or embedded in hardware.
1.12 Infrastructure: The fixed Equipment excluding mobiles, portables, and accessories.
1.13 ISD: The Integrated Solutions Division of Motorola's Commercial, Government, and
Industrial Solutions Sector. ISD includes Motorola's affiliated company, Printrak
International, Incorporated (''Printnak''), as well as Motorola's Customer Service
Request/311 software, TxK8eaoangern°. Premier MDC TM and other application software
products under the Premier" product name, and AirMobilelM.
1.14 Maintenance: The process for determining the cause of Equipment fmi/une, numoving,
nepairin0, or replacing parts or elements necessary in order to conform the Equipment
with the manufacturer's specifications along with system specific specifications, delivering
and reinstalling the parts, and placing the Equipment back into operation.
1.15 Motorola Software: Software whose copyright is owned by Motorola or its affiliated
company.
1.16 Non-Motorola Software: Software whose copyright is owned by a party other than
Motorola or its affiliated company.
1.17 Optional Feature: An additional Feature issued with a Core Release that is available to
Customer at additional cost.
1.18 Response: Response times are defined as when a baohnicion, a remote systems
technologist or a remote network specialist is actively working the technical ioaue,
remotely or on-site, as determined by Motorola.
1.19 Restore/Restoration: The effort required to bring Equipment to the level for which it was
des\gned, engineered and adjusted for performance in accordance with the
manufacturer's published opecifioabono, although such Equipment may not necessarily
be malfunctioning.
1.20 Servicer: a Motorola Authorized Service Station or Motorola Field Service personnel.
1.21 Software: Includes Motorola Software and any Non-Motorola Software that may be
furnished with the System.
CG*.r/NxLSet.g.1.05.dno 2
Motorola Contract No.
� ��
1.22 Software License Agreement: The agreement or portion of an agreement pursuant to
which Motorola licenses Software to Customer, including Core Releases and
Enhancement Releases.
1.23 Special Product Feature: A Feature that is specially developed for Customer and which
contains a functionality that is unique to Customer.
1.24 Standard Business Day: Monday through Friday, 8:30 a.m. to 4:30 p.m., local time,
excluding Motorola holidays.
1.25 Standard Feature: A software functionality for components of Customer's System that is
available to Customer in the standard software release.
1.26 Start Date: Effective start date as listed on the Agreement.
1.27 System: System is the communications system as defined in the Communications
System Agreement or other applicable Agreement.
1.28 System Acceptance: Unless otherwise defined in the Communications System
Agrmennant, the date upon which Motorola has successfully completed all of the System
tests as described in the acceptance test plan.
1.29 System Support Center: a Motorola facility located in Schaumburg, ))|inoio, the purpose of
which is to serve as Motorola's centralized system support facility to compliment the field
support resources. The System Support Center is hereinafter referred to as the"SSC."
1.30 Systemic: A recurring Software and/or hardware defect that significantly affects the
operation of the System.
1.31 Technical Support Operations: A centralized telephone support help desk that provides
technical support for Motorola customers who have purchased Commercial Government
and Industrial Solutions Sector(CGISS) products or have a contract for technical support.
2.0 Enhanced System Support Statement of Work
2.1 Description of Services
Enhanced System Support (ESS) is a bundled service and support package designed to
support both the software and hardware components of a new System during the ESS
Period. During the ESS Period, ESS services supplement and complement the warranty
as described in the Communications System Agreement. The ESS services are included
in the price of the System. After the ESS Period expires, these services are available for
purchase under a separate agreement. ESS services will be provided in accordance with
the terms and conditions set forth herein. If any conflict exists between the Statement of
Work provisions and the terms and oondiUonn, the terms and conditions shall prevail.
Motorola Enhanced System Support is comprised of the following services that are
described in greater detail in this Statement of Work:
2.1.1 Dispatch Service
2.1.2 Technical Support
2.1.3 Network Monitoring Service
2.1.4 OnSite Infrastructure Response
2.1.5 System Survey and Analysis
2.1.6 Advanced Replacement
2.1.7 Software Subscriptions
2.1.8 Infrastructure Software Installation
2.1.9 Software Upgrade Design
2.1.10 System Audit
2.2 Expansion, Replacement, or Phased Implementation Equipment
If after System Acceptance new Equipment is being integrated with an existing System to
expand the Systenn, replace a major part of the Systenn, or provide a subsequent phase
of the System if it was originally sold as a multiple phase project, then such new
Equipment will be covered as follows:
CGARmAL.Sot.9.1o3.doc 3
Motorola Contract No.
If the existing System is covered under its original ESS proOnam, the new Equipment will
be covered as if it were part of the original System for the remainder of the ESS Period.
If the existing System is not covered under its original ESS program but is covered under
a service agreement with Motorola to provide sen/icea, then the new Equipment will be
covered at the same level of service for the remainder of the term of that service
agreement and the price for the service agreement will be increased to cover the
additional Equipment. If the existing System is not covered under either its original ESS
program or a service agreement with PNotopo|a, the new Equipment is covered only by the
Equipment warranty and not by ESS.
2.3 ISD and Plant Exclusion
The ESS program originated from and was designed to support Motorola's radio systems
business. Neither the ESS program nor the Software Subscription services covers the
aoftwane, hardwara, or services provided by ISD or by Plant Equipment, Inc. ("Plant"),
Motorola's primary E911 solution subcontractor. Notwithstanding the mbove. Technical
Support and Network Monitoring services are available for E911 systems sold by
Motorola.
2.4 General Description of ESS Statement of Work
2.4.1 Motorola has the following responsibilities:
2.4,1.1 All services described in the ESS Statement of Work will be provided in
accordance with the terms of the Agreement and will cover only the
Equipment and related Motorola Software.
2.4.1.2 Prepare a Customer Support Plan in conjunction with the Cuatomer,
preferably before System Acceptance.
2.4.2 Customer has the following responsibilities:
2.4.1.2 Prepare a Customer Support Plan in conjunction with K8otoro|a,
preferably before System Acceptance. The Customer must provide all
information necessary to complete the Customer Support Plan.
2.4.1.3 Cooperate with Motorola and perform all acts that are reasonable or
necessary to enable Motorola to provide the ESS services to Customer.
3.0 Dispatch Service Statement of Work
3.1 Description of Services
The Call Center Operation (CCO) at Motorola's SSC provides Continuously a central
point of contact for technical customer service requests. The CC[] is staffed with
customer support representatives who will coordinate the appropriate service response
and resources. Service requests are tracked and monitored by Motorola from creation to
close through an electronic Case process.
3.2 Motorola has the following responsibilities:
3.2.1 Continuously receive technical service requests from Customer or Motorola via
telephone.
3.2.2 Open a Case and gather information from Customer to perform the following:
3.2.2.1 Characterize the issue
3.2.2.2 Determine a plan of action
3.2.2.3 Assign and track the Case to resolution
3.2.3 Dispatch a Servicer as required by standard procedures and provide necessary
Case information collected in section 3.2.2.
CS*.p|NxL.Set.9.1.03.dvn 4
Motorola contract No.
3.2.4 Verify with Cuotun`e, that Restoration is complete or System is functional, if
required by Customer's repair verification preference as set forth in section 3.3.1.
If verification by Customer cannot be completed within 20 minutes of Restoration,
the Case will be closed and the Servicer will be released.
3.2.5 Ensure the required personnel have access to Customer information as needed.
3.2.6 Escalate the Case to the appropriate party upon expiration of a Response time.
3.2,7 Close the Case upon receiving notification from Customer or Servicer, indicating
the Case is resolved.
3.2.8 Notify Customer of Case status via pager or email at the following Case levels as
determined in section 3.3.1:
3.2.8.1 Open and Close; or
3.2.8.2 Open, Asmi0ned, 8niwa|, Oefarn*d, Closed.
3.2.9 Provide periodic activity reports to Customer.
3.3 Customer has the following responsibilities:
3.3.1 Provide Motorola with the following pre-defined information prior to service Start
Date:
3.3.1.1 Case notification preferences
3.3.1.2 Repair verification preference
3.3.2 Call the SSC and provide the following information to the customer support
representative:
3.3.2.1 Assigned System ID number
3.3.2.2 Problem description and site location
3.3.2.3 Other information as requested by Motorola to open a Case
3.3.3 Verify with the SSC that Restoration is complete or System is functional, if
required by Customer's repair verification preference stated in section 3.3.1.
3.3.4 Complete and submit all required database and escalation procedure forms to be
entered and stored at the System Support Center prior to System Acceptance.
3.3.5 Submit changes in any information supplied in the Customer Support Plan to the
Customer Support Manager.
4.0 Technical Support Statement of Work
4.1 Description of Services
The Technical Support Operation at Motorola's SSC provides to Customer's technical
staff centralized remote telephone support for technical issues that require a high level of
communications systems expertise or troubleshooting on the Equipment. The Technical
Support Operation is staffed with technologists who specialize in the diagnosis and
resolution of system performance issues. Technical Support(i) shall not include software
upgrades that may be required for issue resolution; and (ii) is only available for those
system types supported and approved by Technical Support Operations.
Technical Support is applicable to the following System types: SmartZone v2.0.3 and
higher, SmartZone/OmniLink, E811, Private Data v2.0.3 and higher, and SMARTNET.
The following specific equipment is not supported by Technical Support: K8icor, OeokTnoc
Repeater Model #L35sum7000; MSF 5000 that are not part of a SmartZone System,
NCP, and DARCOM.
4.2 Motorola has the following responsibilities:
4.2.1 Provide Technical Support Operation availability for all Severity One issues
Continuously.
4.2.2 Respond to requests for Technical Support in accordance with the Response
times defined in Table B and Severity Levels defined in Table C in Appendix 1
attached to this Statement of Work.
CGx.p|w^L8o*.9.1o3.uoc 5
Motorola contract No.
4.2.3 Advise caller with procedure for determining any additional requirements for
issue characterization, Reatoradon, or known fix for issue resolution.
4.2.4 Attempt remote access to the System for remote diagnostics, if possible.
4.2.5 As needed, coordinate with the Servicer or Customer in the field until close of the
Case.
4.2.6 Coordinate technical resolutions with agreed upon third party vendor(s), as
needed.
4.2.7 Escalate support issues to Motorola engineering and product gnoupo, if
necessary.
4.2.8 Provide a focal point for any Systemic issue and manage the Systemic issue to
resolution.
4.2.9 Escalate the Case to the appropriate party upon expiration of a Response time.
4.2.10 Provide remote aoo\abanoo, if needed, to install an Enhancement Release
provided pursuant to the Software Subscription Statement of Work.
4.3 Customer has the following responsibilities:
4.3.1 Complete and submit all required database and escalation procedure forms to be
entered and stored at the System Support Center prior to Start Date.
4.3.2 Submit changes in any information supplied in the above documents to the
Customer Support Manager prior to the change taking effect.
4.3.3 Contact the System Support Center in order to access the Technical Support
CJpenaUon, provide name of neUer, name of Customer, System ID number,
Agreement number, site(s) in questions, and brief description of the problem.
4.3.4 During the life of the Case, supply as much information as possible regarding the
iesue, including a detailed description of the ppob|em, the attempted corrective
actions taken (if any), and relevant history of the problem.
4.3.5 Supply on-site presence when requested by System Support Center.
4.3.6 Validate issue resolution prior to close of the Case.
4.3.7 Allow Motorola remote access to the System.
5.0 Network Monitoring Service Statement of Work
5.1 Description of Service
Network Monitoring Service electronically monitors specific elements of the System for
Events. When an Event is detoctad, it is forwarded to the Motorola System Support
Center using system specific monitoring tools. The System Support Center is staffed
with trained hachno|oQisto, who acknowledge the Event, run available diagnostic routines,
and initiate an appropriate response.
Network Monitoring Service is applicable to the following system types: SmartZone,
SmartZone/OmniLink v2.0.3 and higher, E911, Private Data v2.0.3 and higher with a
WNG box, and SMARTNET. The following equipment is not supported by Network
Monitoring Service: Private Data systems without a WNG box, Micor, DeskTrac
Repeater; MSF 5000 that are not part of a SmartZone system; MTR 2000; MSR 2000;
and NCP Data Base Stations.
Customer may elect to "Opt-Out" of the Network Monitoring Service by notifying Motorola
in writing. Upon receipt of such noUfiumdon. Motorola will not perform further Network
Monitoring Service. Customer may choose to "Opt Back In" to Network Monitoring
Service for the remainder of the current term of the applicable agreement by notifying
Motorola in wr\Ung, provided that (i) Customer is responsible for any equipment,
engineering, testing, installation and other charges required to enable Network Monitoring
Service; and (ii) Customer and Motorola execute a written change order to enable
Network Monitoring Service.
CGAF|w8L.Set0.1.03.uvo 6
Motorola contract No.
5.2 Motorola has the following responsibilities:
5.2.1 Recommend and coordinate installation of any needed connectivity or monitoring
equipment.
5.2.2 Provide dedicated 56k frame relay necessary for monitoring 8martZone.
SmartZone/OmniLink, and Private Data system types.
5.2.3 Verify connections and Event monitoring prior to System Acceptance or Start
Date.
5.3.4 Monitor System Continuously.
5.2.5 Access the Customer's System to perform remote diagnostics as indicated per
Customer in section 5.3.6.
5.2.6 Create a Case when action is required.
5.2.7 Disable and enable System devices as needed for Servicers who go to the
Customer's site.
5.2.8 Verify service of the Event as needed.
5.2.9 Provide activity reports to Customer on Case history.
5.2.10 Provide Performance Reports for SmartZone, SmartZone OmniLink, and Private
Data system types.
5.3 Customer has to the following responsibilities:
5.3.1 Allow Motorola remote access Continuously to obtain System performance data.
5.3.2 Purchase any connectivity or monitoring equipment as determined by Motorola.
5.3.3 Cover any installation costs of connectivity or monitoring equipment.
5.3.4 Notify the System Support Center when Customer performs any activity that
impacts the System. (Activity that impacts the System may inc\ude, but is not
limited to, installing software or hardware upgrades, performing upgrades to the
network, or taking down part of the System to perform maintenance.)
5.3.5 Allow Servicers access to Equipment (including any connectivity or monitoring
equipment) if remote service is not possible.
5.3.6 Provide Motorola with pre-defined information prior to Start Date necessary to
complete Customer Support Plan
5.3.7 Order and maintain dedicated dial-up phone lines for telephone service for
SMARTNET and E911 system types.
6.0 OnSite Infrastructure Response Statement of Work
6.1 Description of Service
OnSite Infrastructure Response provides for on-site technician Response as determined
by pre-defined severity levels set forth in Table C and Response times set forth in Table
A-1 in order to Restore the System.
6.2 Motorola has the following responsibilities:
6.2.1 If Motorola is providing Technical Support service in addition to this OnSite
Infrastructure Response sarvice, Motorola will first respond in accordance with
the Technical Support service section of this Statement of Work and Table B,
unless required to Respond otherwise in the Agreement. If, in the performance
of the Technical Support responsibilities, Motorola determines that an on-site
technician is neceaoery, dispatch will occur promptly after such determination is
made and on-site Response will occur in accordance with Table A-2.
6.2.2 If Motorola is not providing Technical Support but only providing OnSite
Infrastructure Reaponna, Motorola will respond in accordance with this section of
this Statement of Work and Tables A-i and C.
6.2.3 Perform diagnostics on the component/Field Replacement Unit(FRU)/assembly.
6.2.4 Restore the System by replacing defective componentlFRU/assembly.
6.2.5 Provide the FRU but only if the Advanced Replacement Statement of Work
applies.
Cs*,r|m*LSet.e.1.03.doc 7
6.2.8 Provide rnabsho|o, tools, docunnentadon, physical planning monua|a, diagnostic,
and test equipment necessary to perform the service.
6.3 Customer has the foflowing responsibilities:
6.3.1 Establish and maintain a suitable environment for the Equipment and provide the
Servicer full, free, and safe access to the Equipment so that the Servicer may
provide services.
6.3.2 If the Advanced Replacement Statement of Work does not apply, supply the FRU
or assembly as needed in order for Motorola to Restore the System as set forth
in section 6.2.4.
6.3.3 Maintain and store in an easily accessible location any and all Software needed
to Restore the System.
6.3.4 Maintain and store in an easily accessible location proper System backups.
6.3.5 For E911 aysbmrno, test the secondary/backup PSAP connection to be prepared
in the event of a catastrophic failure of a system. Train appropriate personnel on
the procedures to perform the function of switching to the backup PSAP.
7.0 System Survey and Analysis Statement of Work
7.1 Description of Service
System Survey and Analysis will provide operational test and alignment on the
Equipment (infrastructure or fixed network equipment only) to ensure the Equipment
meets original manufacturer's oponifiootions, as set forth in the applicable attached
Tob|ao(s), all of which are hereby incorporated by this reference. The System type
determines which Table is applicable (i.e. Table D is for SmartZone systems, Table E is
for SMARTNET systems). System Survey and Analysis will be performed during
Standard Business Days. If System or Customer requirements dictate this service must
occur outside of Standard Business Days, Motorola will provide an additional quotation.
7.2 Motorola has the following responsibilities:
7.2.1 Notify the Customer of any possible System downtime needed to perform this
service.
7.2.2 Physically inspect the infrastructure Equipment in the system (equipment
cabinets, general circuitry, fault indicators, cables, and connections).
7.2.3 Remove any dust, and/or foreign substances from the Equipment.
7.2.4 Clean filters, if applicable.
7.2.5 yNoaouue, record, o|i0n, and adjust the Equipment parameters in accordance with
the manufacturer's service manuals and the rules and regulations of the Federal
Communications Commission (FCC), where applicable.
7.3 Customer has the following responsibilities:
7.3.1 Provide preferred schedule for System Survey and Analysis to Motorola.
7.3.2 Authorize and acknowledge any System downtime.
7.3.3 Maintain appropriate periodic backup of databases, Software applications and
Firmware
8.0 Advanced Replacement Statement of Work
8.1 Description of Services
Motorola will provide Customer with an advanced Field Replacement Unit (FRU) in
exchange for Customer's malfunctioning FRU. A malfunctioning FRU will be evaluated
and repaired by Motorola and returned to Motorola's FRU inventory upon completion of
repair. Non-standard configurations and Customer-modified units are excluded from this
service.
CGA.RwaL.Se«.9.1.03.doc 8
Motorola contract No.
8.2 Motorola has the following responsibilities:
8.2.1 Maintain and provide access to an inventory of FRU, subject to mvoUabi|ity, that
can be shipped to Customer upon request as described in section 8.3.1.
Notwithstanding any statement to the nontrary. Motorola reserves the right to
provide to Customer a new or reconditioned FRU. The FRU will be of the same
kit and version, and will contain similar boards and chips, as the Customer's
ma\functioning FRU.
8.2.2 Program FRU to original operating parameters based on templates provided by
Customer. If Customer's template is not provided or is not reasonably uamb(e, a
generic template will be used. Motorola reserves the right to upgrade the FRU at
no additional charge to Customer.
8.2.3 Properly package and ship FRU from the FRU inventory to Customer's address.
8.2.3.1 A FRU is sent next day air via Federal Express Priority Overnight or UPS
Red unless otherwise requested. Shipments outside of the above
mentioned carrier prognama, such as Next Flight Out, are subject to
additional charges.
8.2.3.2 Motorola will pay shipping and handling during normal operating hours of
Monday through Friday 7:00om to 7:00p,n Central Time. Shipments
outside standard business hours are subject to additional shipping and
handling charges.
8.2.3.3 When sending the FRU to Cusbznner, provide a return air bill in order for
Customer or Servicer to return the malfunctioning FRU.
8.2.4 Evaluate and repair Customer's malfunctioning FRU and return it to the FRU
inventory upon completion of repair.
8.3 Customer has the following responsibilities:
8.3.1 Call Motorola and request the FRU. The initial call to Motorola may be from
Servicer if Servicer is acting on Customer's behalf pursuant to the OnSite
Infrastructure Response Statement of Work.
8.3.1.1 Provide model descripdon, model number, serial number, type of System
and firmware version, and address of site location for FRU.
8.3.1.2 Provide Customer purchase order number to secure payment for any
cost as set forth in section 8.2.3.1, 8.2.3.2, or 8.2.3.3.
8.3.2 Upon receipt of the FRU from the FRU invenbory, properly package Customer's
malfunctioning FRU and ship it to Motorola within five (5) days for evaluation and
repair as set forth in section 8.2.4. Customer must send the return air bill,
referenced in section 8.2.3.3 back to the SSC in order to ensure proper tracking
of the returned FRU. Customer will be charged for a replacement FRU if not
properly returned.
8.3.3 Maintain templates of Software/applications and Firmware for reloading of the
FRU as set forth in section 8.2.2
9.0 Software Subscriptions Statement of Work
9.1 Description of Service
Motorola will provide to Customer Software Subscription services in accordance with this
Statement of Work. Motorola will provide periodic software bulletins to Customer at its
address for notice purposes (or at another address that Customer may direct in writing).
These software bulletins announce and explain Enhancement Releases and Core
Releases for Motorola Software that are available to subscribers for use with their
upgrade-capable Motorola Equipment covered by these services. Non-Motorola
Software and some Motorola Software (e.g., Software developed or provided by a
Motorola business sector other than CGISS; Radio Service Software; and ISD Software)
CGA.F|NAL.Sota.1.05.duo 9
Motorola Contract No.
are not covered. Motorola will provide applicable Enhancement Releases or Core
Releases as ordered by Customer.
9.2 Motorola has the following responsibilities:
9.2.1 Provide to Customer the software bulletins announcing Enhancement Releases
and Core Releases.
9.2.2 Provide to Customer (in response to a Customer order) those Features included
in an Enhancement Release that apply to the Motorola Software in Customer's
existing System components.
9.2.3 Provide to Customer (in response to a Customer order) those Standard Features
included in a Core Release that apply to the Motorola Software in Customer's
existing System components. Optional Features issued with a Core Release are
not included under these Software Subscription services but are available to
Cuotnnner, as a subachber, under a separate agreement at a discount from
current list price (20Y6 for voice System Optional Features and 15% for data
System Optional Features). Once an Optional Feature is provided to Customer,
it may order and receive Enhancement Releases for that Optional Feature at no
additional charge.
9.3 Customer has the following responsibilities:
9.3.1 Customer must contact its Motorola representative to order an available
Enhancement Release or Core Release as directed in the Customer Support
Plan.
9,4 Special provisions: the following provisions apply to the Software Subscription services
except that Sections 9.4.7, 9.4.8, and 9.4.9 apply only eftar, but not during, the ESS
Period.
9.4.1 Customer acknowledges that if its System has a Special Product Featura,
additional engineering may be required to prevent an installed Enhancement
Release or Core Release from overwriting the Special Product Feature. Upon
request, Motorola will determine whether a Special Product Feature can be
incorporated into an Enhancement Release or Core Release and whether
additional engineering effort is required.
9.4.3 Customer is encouraged to install periodically Enhancement Releases because
they may include minor performance enhancements. Customer acknowledges
that if it chooses not to install an Enhancement Re\aase, it may limit or eliminate
the applicability of future Releases to its System.
8.4.3 Customer is encouraged to migrate the Motorola Software to the most current
Core Release because Enhancement Releases are available for only the
currently shipping Motorola Software version and those prior versions that
Motorola is supporting. If Customer's System is not maintained to a currently
supported Software version, all Core Releases and Enhancement Releases may
not be compatible with Customer's existing System.
9.4.4 Additional hardvvore, aofbwara, or engineering services may be required if
Customer desires to upgrade or migrate to a particular Core Release or
Enhancement Release. If the size and complexity of Customer's System
warrants, Motorola may provide consultation services to determine the
techno|ogica}, operational and financial impact of installing a particular Core
Release or Enhancement Release on the Syntem, pursuant to a separate
agreement. Customer must pay for such consulting services and for any other
engineering mervioeo, handvvona, and software that are required to upgrade or
migrate Customer's System due to each Enhancement Release or Core Release
that Customer orders.
9.4.5 Customer may use the Software (including any Enhancement Releases and
Core Releases) only in accordance with the applicable Software License
CGA.p|mxL.0et.9.1.03.uvu 10
Motorola contract No.
Agreement. Nothing in this Statement of Work or caused by Motorola rendering
these Software Subscription services is intended to modify the Software License
Agreement or to alter Motorola's intellectual property rights in and to its Software.
9.4.6 Software Subscription services do not include repair or replacement of hardware
or Software caused by defects that are not corrected by the Enhancement
Releases and Core Releases, nor does it include repair or replacement of
defects resulting from any nonstandard or improper use or conditions or from
unauthorized installation of Software.
9.4.7 Customer may terminate Software Subscription services at any time by giving
written notice of termination to Motorola. Such termination will be effective at the
next annual anniversary date following Motorola's receipt of the notice of
termination and may be partial if that is reasonably necessary to accommodate a
significant change to Customer's System configuration.
9.4.8 These Software Subscription services and the parties' duties described in this
Statement of Work will automatically terminate if Motorola no longer supports the
Software version in Customer's System or discontinues the Software
Subscription program; in either case, Motorola will refund to Customer any
prepaid fees for Software Subscription services applicable to the terminated
period.
9.4.9 Motorola may suspend or terminate these Software Subscription services, if
Customer fails to pay Motorola any fees for Software Subscription services when
due, Customer breaches the Software License Agreement or the Agreement,
Customer's rights to use the Software under the Software License Agreement
expires or is terrninotod, or Customer replaces its Motorola System with a system
from another manufacturer.
10.0 Infrastructure Software Installation Statement of Work
10.1 Description Of Service
Infrastructure Software Installation provides the technical resources to install and activate
one (1) Enhancement Release per year. Subscriber software installation is not included
in this service.
10.2 Motorola has the following responsibilities:
10.2.1 Install Enhancement Release on infrastructure equipment only that has been
provided pursuant to the Software Subscription Statement of Work.
10.2.2 Install additional hardware and software as required by the Enhancement
Release.
10.3 Customer has the following responsibilities:
10.3.1 Purchase additional Equipment needed to implement an Enhancement Release.
10.3.2 Inform System users of upgrade plans and scheduled System downtime.
Perform appropriate system backups and make them readily available during the
installation of the Enhancement Release.
10.3.3 Properly store and make available purchased software and hardware needed for
installation of the Enhancement Release.
11.0 Software Upgrade Design Statement of Work
11.1 Description of Service
Software Upgrade Design includes design services for Enhancement Releases only.
Motorola will review System audit data along with an equipment list to avoid potential
Software incompatibilities between equipment that is not being upgraded versus
equipment which is being upgraded with an Enhancement Release. Motorola will identify
C8A.RNAL.Set.9.1.03.uoo 11
Motorola Contract No.
additional equipment and engineering that is required as a result of the upgrade and will
recommend a plan for installation.
11.2 Motorola has the following responsibilities:
11.2.1 Review Infrastructure System audit data as needed.
11.2.2 Identify additional System equipment needed to implement an Enhancement
Release.
11.2.3 Complete a proposal defining the Enhancement Re|emow, equipment
requircmnonto, installation plan, and impact to System users that will fulfill the
Customer's upgrade requirements.
11.2.4 Advise Customer of probable impact to System users during the actual field
upgrade implementation.
11.3 Customer has the following responsibilities:
11.3.1 Contact Motorola upon receiving a bulletin to engage the appropriate Motorola
resources for an Enhancement Release.
11.3.2 Review Software installation plans and impact to the users with appropriate
Customer personnel.
12.0 System Audit Statement of Work(only applicable if needed for Software Upgrade Design)
12.1 Description of Service
A System Audit provides the technical resources to gather System configuration
information. Depending on the specific requirements for the audit, information such as
Software voroiono, hardware versions, model and serial numbers, equipment distribution
and System layout/architecture is gathered and retained by Motorola. Motorola will
provide a copy of the audit data to Customer.
12.2 Motorola has the following responsibilities:
12.2.1 Determine information to be collected in the audit, as described above.
12.2.2 Contact Customer to schedule a mutually acceptable date and time for the oud(t,
and inform Customer of scheduled System down-time in order to complete the
audit.
12.2.3 Service will be performed during a Standard Business Day.
12.2.4 Collect System audit data.
12.2.5 Provide Customer a copy of the audit data collected.
12.2.6 Notify Customer if malfunctioning Equipment is discovered during the audit and
whether that Equipment cannot be audited due to the malfunction.
12.3 Customer has the following responsibilities:
12.3.1 Provide Motorola full, free, and safe access to the Equipment so that the Servicer
may collect the audit data.
12.3.2 If subscriber units are to be audited:
12.3.2.1 Provide a central location for the Servicer to receive the radio units and
collect audit data.
12.3.2.2 Communicate to all Customer subscriber users the audit schedule and
location to bring the units.
12.3.2 If Motorola is unable to collect audit data on Equipment due to either Equipment
malfunction or Equipment unavailability/access, Customer may be responsible
for additional time and travel charges for the second attempt to obtain the audit
information for that Equipment.
12.3.3 If travel is required beyond two (2) hours or one hundred twenty (120) miles by
vehicle from the prime site to a remote site to deliver this service, the Customer
is responsible for incremental travel and expenses incurred.
CSA.Rm*L.Set.9.1.03.dvo 12
Motorola contract No.
Appendix 1
TABLE A- —OnSite Infrastructure Response Times
SEVERITY RESPONSE
Severity 1 Within 4 hours from receipt of notification
Severity 2 * Within 4 hours from receipt of notification *
Severity 3 * Within 24 hours from receipt of notification *
*Standard Business Day
TABLE A-2—OnSite Infrastructure Response with Technical Support Response Times
SEVERITY RESPONSE
Severity 1 Within 1 Hour from receipt of request for Technical Support
On Site within 4 hours from time of dispatch
Severity 2 * Within 4 Hours from receipt of request for Technical Support
On Site within 4 hours*from time of dispatch*
Severity 3 * VVithinnextBusinesoDayhomneceiptofnaqueotho,Teohn/co/ 8upport°
On Site within 24 hours*from time of dispatch
*Standard Business Day
TABLE B—Remote Technical Support Response Times
SEVERITY RESPONSE
Severity 1 Within 1 Hour from receipt of notification
Severity 2* Within 4 Hours from receipt of notification
Severity 3* Within next Business Day
*Standard Business Days
TABLE C—Severity Definitions
Severity Level Problem Types
Severity 1 Major system failure
33% of System down
33% of Site channels down
Site Environment Alarms (amohe, access, temp, AC Power)
Response is provided Continuously.
Severity 2 Significant System Impairment
Response is provided during Standard Business Days
Severity 3 Parts Questions
Upgrades
Intermittent problems
System problems presently being monitored
Response is provided during Standard Business Days.
CSA.p/NAL.8eu.9.1.03.doc 13
Motorola Contract No.
Table D—Covered Equipment-SmartZone
SmartZone System Equipment OperationalChaok(mhereapp|kcablm)
Repeater(s), Control Station(s) Transmitter modulation
RE power output/reflected
RF Frequency Measured/adjusted
Receiver Sensitivity Measured/Adjusted
Power Supply voltages
Audio Input& Output Level
Check Low Speed Data
Combiners & Circulator Loss
Consoles Positions/Remotes Audio Input& Output Level
Ethernet Operation
CEB Power Supply Voltage, and AC Ripple
Switches, Lights, CRT
CEB Signal Levels
Wiring and Grounding for each Position
Check and Clean keyboards, CPU. CRT's
Central Controllers, DIGITAC Comparators Central Controller and Power Supplies
T Bar Switched
Simulcast Controller
Simulcast Remote Controller
Distribution Amp
DIGITAC Comparator
Receiver Multi-Couplers and Tower Mounted AmpUfier
GPS GPSRX/ContmUar
Frequency Standard
Calibration
Site Equipment Audio Network Analyzer
Baseline Database Server
System Manager Terminal
Site Test/System Calibration Equipment
UPS Batteries
Switch-Over Operations
AC/DC Voltages
Other Equipment Check all system printers
Check all modems for proper levels & synchronization
MBXIOther telco interface common equipment
Table E—Covered Equipment-SMARTNET
SMARTNET System Equipment Operational Check(where applicable)
Repeater(s), Control Station(s) Transmitter modulation,
RF power output/reflected
RE Frequency Measured/adjusted
Receiver Sensitivity Measured/Adjusted
Power Supplies
Audio Input& Output Levels
Combiner& Circulator Loss
CSA.p|NAL.Sot.9.1.03.uvo 14
Motorola Contract No.
Consoles Positions/Remotes Audio Input& Output Levels
Ethernet Operation
CEB Power Supply Voltage, and AC Ripple
8witches, Lights, CRT
CEB Signal Levels
Wiring and Grounding for each Position
Check and Clean keyboards, CPU. CRT's
Central Controllers, DIGITAC Comparators Central Controller and Power Supplies
T Bar Switched
Simulcast Controller
Simulcast Remote Controller
Distribution Amp
DIGITAC Comparator
Receiver Multi-Couplers
GPS GPS RX/Controller
Frequency Standard
Calibration
Site Equipment Audio Network Analyzer
Baseline Database Server
System Manager Terminal
Site Test/System Calibration Equipment
UPS Batteries
Switch-Over Operations
AC/DC Voltages
Other Equipment Check all system printers
Check all modems for proper levels & synchronization
MBX/Other telco interface common equipment
Table F—Covered Equipment-Conventional
Conventional System Equipment Operational Check(where applicable)
Base GtaUon(m), Repoabyr(s), Control Station(s) Transmitter modulation,
RF power output/reflected
RF Frequency Measured/adjusted
Receiver Sensitivity Measured/Adjusted
Audio Input& Output Levels
Combiner& Circulator Loss
Consoles Positions/Remotes Audio Input& Output Levels
Ethernet Operation
Controller Power Supply Voltage, and AC Ripple
Gvvitchaa, L(0hts, CRT
CEB Signal Levels
Wiring and Grounding for each Position
Check and Clean keyboards, CPU. CRT's
CSa.p|mAL.5ea.9.1.03.dvo 15
Motorola Contract No.
Comparators (Voting) and /or Satellite Audio Input& Output Levels
Receivers Receiver Sensitivity Measured/Adjusted
Comparator power supply voltage
Check for proper signal voting
UPS Batteries
Switch-Over Operations
AC/DC Voltages
Other Equipment Check all system printers
Check all modems for proper levels& synchronization
MBX/Other telco interface common equipment
Table G—Covered Equipment-Data
Data System Equipment Operational Check (where applicable)
Data Base Station (Quantar) RSSI Calibration Check (-90)
Transmit Frequency Adjustments
Transmitter Deviation Adjustments
Transmitter modulation Compensation
Transmitter Power out and Adjustments
Reflect Power Measurement
Receiver Sensitivity Test
Receive Antenna De-sense Test
MSF 5000 Base Stations RSSI Calibration Check
VCO Calibration Check (.38Micro Volt)
Injection Filter Adjustments
Pre-selector/Image Filter Adjustments
Transmit Frequency Adjustments
RF Power out Measurements
RF Forward and Reflect Trip adjust
Transmit Deviation Adjustments
Receiver Sensitivity Test
Transmitter modulation Compensation
Gemini Base Station RSSI Calibration Check
Transmit Frequency Adjustments
RF Power out Measurements
RF Forward and Reflect Trip adjust
TnannmitDav/odonAduotnnento
Receiver Sensitivity Test
Transmitter modulation Compensation
Power Supply Voltage Check
Power Supply Ripple Voltage Check
Radio Network Controllers Backup the edit.db file (.bn file)
Backup LLID1.bxn
Backup LLID2.bxn
No PM on Wireless Network Gateway
cSA.r/mAL.Smy.1.o3.dmc 16
No PM on UModems
UPS Batteries
Switch-Over Operations
AC/DC Voltages
Table H—Covered Equipment—E911
E91 I System Equipment Operational Check(when applicable)
ANI Controller Power supply check -DC Voltage
Processor card battery test
Review of advisory log
Inspect phone, handsets, cords, touch tone pads, |ighto,
and telephone instruments at main PSAP and remote
location.
Test operation or each 911 trunk and administrative
phone line
Check ANI cable routing and verify all connections
(tighten cable/connector strain relief dmvioes, review
punch block wiring)
Verify dial-up access
Verify any spare circuit boards are operational
Inspect ANI cabinets (ventilation/cooling, secure covers)
AL| Controller Verify no alarm status on call screen. Check
alarm/event log
Check size of call detail records, purge if necessary
Size of hard space remaining and advise customer.
Purge if necessary.
Test operation of all servera, terminals/clients printers,
at main PSAP and remote locations
Make test 911 calls to verify ALl information is properly
displayed on all terminals/clients at main PSAP and
remote locations
Verify any spare AL| equipment or devices are
operational
If system uses local AL| or TSL, verify system properly
receives Telco subscriber updates as required
Check AL| cable routing and verify all connections
(tighten cable/connector strain relief devices where
necessary)
Inspect all computer and terminal equipment (fans,
vents, keyboards, CRTs, etc) .
Verify AL| components are receiving proper
ventilation/cooling
Other Generate test alarm and verify that Motorola NMO
receives outbound alarms for Site Sentry Device (SEB)
Verify inbound remote maintenance access of both ANI
and AL| functions through all remote access devices
(SEB or maintenance modems)
Check and verify proper installation of all grounding
cables and connectors.
Verify operational status of surge suppression
equipment
Verify operational status of standby power systems
(UPS equipment, AC generators)
COA.F|NAL.Got.9.1.03.dnc 17
Motorola contract No.
Terms and Conditions for Enhanced System Support
SECTION 1 SERVICE DESCRIBED
A. Motorola will provide ESS services for the Equipment in accordance with the following standards:
(i) Motorola parts or parts of equal quality will be used; (ii)the Equipment will be serviced at levels
set forth in Motorola's product manuals; and (iii) routine service procedures that are prescribed by
Motorola will be followed.
B. At Customer's request, Motorola may provide additional services at Motorola's then applicable
rates for such services.
C. Customer must rna}ntoin, and upon reasonable request by &8oturo|m, provide a complete
equipment list indicating serial nurnbe,a, model numbers, and location of Infrastructure
Equipment.
D. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments.
E. Customer must immediately notify Motorola in writing when any Equipment is added, lost,
damaged, or stolen, or taken in or out of service.
F. Customer must notify Motorola immediately of any Equipment failure.
SECTION 2 EXCLUDED SERVICES
A. ESS Services exclude the repair or replacement of Equipment that has become defective or
damaged from use in other than the nornna/, ouabznnory, inbended, and authorized manner; use
not in compliance with applicable industry standards; excessive wear and tear; or accidents,
|iqu}do, power surges, nag}oct, acts of God, or other force m jeureevents.
B. Motorola has no obligation for any transmission madiunn, such as telephone |inea, computer
nehworko. or the worldwide web, or for Equipment malfunction caused by such transmission
medium.
C. Unless specifically included in a writing executed by Motorola, Service of Equipment excludes
items that are consumed in the normal operation of the Equ/pmant, such as battahes, magnetic
tapeo, and computer supplies; upgrading or reprogramming of Equipment (unless part of an
Enhancement Release or replacement); ocoesoories, belt c|ipo, battery ohargero, custom or
special producto, or modified units; or repair or maintenance of any transmission line, antenna,
microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler.
SECTION 3 RIGHT TO SUBCONTRACT/ASSIGNMENT Motorola may assign its rights and
obligations and may subcontract any portion of Motorola's performance under the ESS program.
SECTION 4 TIME AND PLACE OF SERVICE ESS Services will be provided at the location specified
in the ESS Statement of Work. When Motorola performs service at the Customer's location, Customer
will provide Motorola, at no charge, a non-hazardous and secure work environment with adequate shelter,
heat, air conditioning, light, and povver, and with full and free access to the Equipment. Customer will
provide all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its services. Unless otherwise specified in the
ESS Statement of VVork, the hours of service will be 8:30 a.m. to 4:30 p.m., local time, excluding
weekends and holidays. Customer will pay any charges associated with helicopter or other unusual
access requirements or expenses.
SECTION 5 WARRANTY Motorola warrants that its services under this ESS program will be free of
defects in materials and workmanship for a period of ninety (90) days from the date of performance of the
services. MOTOROLA DISCLAIMS ALL OTHER VVARRANT|E8, EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
CSA.p|NAL.Set.9.1.03.don 18
Motorola Contract No.
Exhibit E
System Acceptance Certificate
Customer Name: The City of Elgin Police Department
Project Name: Plant 911 & CENTRACOMTM Console Upgrade WI Integration to Premier CAD 6.7
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: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
FINAL PROJECT ACCEPTANCE:
Motorola has provided and Customer has received all deliverables, and Motorola has performed all other
work required for Final Project Acceptance.
Customer Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
CSA.FINALSet.9.1.03.doc 1
Motorola Contract No.