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HomeMy WebLinkAboutR-2012-120 Public Safety Communications Equipment Agreement with Motorola Solutions, Inc.A RESOLUTION RESOLUTION NO. R-2012-120 authorizing the City Manager to execute an agreement between Motorola Solutions, Inc. and City of Yakima for acquisition of public safety communications equipment, installation and services. WHEREAS, the City of Yakima (City) owns and operates a public safety communications system to facilitate provision of police, fire and public safety services; and WHEREAS, the City Council, pursuant to Resolution No. R-2012-091 adopted July 2, 2012, authorized acquisition of appropriate and necessary public safety communication equipment and services to replace depreciated equipment, and to enhance the public safety communication services provided by the City; and WHEREAS, the needs and uses of the City's public safety communications system require the acquisition of services and products manufactured and provided by Motorola Solutions, Inc. in order to maintain compatibility with the City's existing public safety communications supporting systems and equipment, and the public safety communications systems of other jurisdictions; and WHEREAS, the said equipment is available on Washington State contract # 02702 allowing the City to forego the Request For Bid (RFP) process; and WHEREAS, the City and Motorola Solutions, Inc. have negotiated an agreement for such necessary and appropriate public safety communications equipment and services, a copy of which Agreement is attached hereto and incorporated herein by this reference as Exhibit "A;" WHEREAS, the City Council finds and determines that approval of such Agreement is in the best interests of residents of the City of Yakima and will promote the efficiency of the City's public safety communications and the general health, safety and welfare; therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager is hereby authorized to execute and administer the Communications System Agreement with Motorola Solutions, Inc , a copy of which Agreement is attached hereto as Exhibit "A" and incorporated herein by this reference. ADOPTED BY THE CITY COUNCIL this 2nd day of October, 2012. /Oa° ATTEST: ���, Micah Cawl,, Mayor Communications System Agreement Motorola Solutions, Inc. ("Motorola") and City of Yakima, Washington ("Customer") enter into this "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 a "Party" and collectively as the "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 takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C-1 "System Description" dated 6-6-12 C-2 "Equipment List" dated 6-6-12 C-3 "Statement of Work" dated 6-6-12 C-4 "Acceptance Test Plan" or "ATP" dated 6-6-12 C-5 "Performance Schedule" dated 6-6-12 Exhibit D Service Statement(s) of Work and "Service Terms and Conditions" (if applicable) Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings. 2 1 "Acceptance Tests" means those tests described in the Acceptance Test Plan 2.2. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User 2 3 "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing) 2 4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine -recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure, is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party 2.5 "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2 7 "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2 8 "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g , an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots) 2.9 "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10 "Motorola Software" means Software that Motorola or its affiliated company owns. 2 11. "Non -Motorola Software" means Software that another party owns 2 12. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution 2.13 "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14 "Software" means the Motorola Software and Non -Motorola Software, in object code format that is furnished with the System or Equipment. 2 15 "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16 "Subsystem" means a major part of the System that performs specific functions or operations Subsystems are described in the Technical and Implementation Documents. 217 "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system, the System is described in the Technical and Implementation Documents. 2.18 "System Acceptance" means the Acceptance Tests have been successfully completed. 2 19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, for system transactions. For non -system transactions, if any, (e g , standalone product transactions or product transactions with incidental services where no Motorola Project Manager is assigned, the "Warranty Period" for Equipment means one (1) year from the date of shipment and for Motorola Software means ninety (90) days from the date of shipment. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2 CHANGE ORDERS Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the 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 terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3 4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if 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 shipment, warranty will commence upon delivery, and payment is due within thirty (30) 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 orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale MOL registration and other information may be found at http.//www.motorola.com/businessandgovernment/ and the MOL telephone number is (800) 814-0601 3 5 MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit D Those 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 for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the 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 Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3 6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. 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 license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non -Motorola Software 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 determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found), and 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 Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer Any 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, 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 stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable) To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice Examples of provisions that may need to be negotiated are specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1 CONTRACT PRICE. The Contract Price for the "K2 solution without spares" in U S dollars is $321,393 50 If applicable, a pricing summary is included with the Payment Schedule Motorola has priced the services, Software, and Equipment as an integrated system A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable 5.2 INVOICING AND PAYMENT Motorola will submit invoices to Customer according to the Payment Schedule Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U S financial institution Overdue invoices will bear simple interest at the maximum allowable rate For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800 5 3 FREIGHT, TITLE, AND RISK OF LOSS Motorola will pre -pay and add all freight charges to the invoices 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 5.4 INVOICING AND SHIPPING ADDRESSES Invoices will be sent to the Customer at the following address. SunComm Emergency Communications Center Attn Wayne Wantland 200 S 3rd Street Yakima, WA 98901 The address which is the ultimate destination where the Equipment will be delivered to Customer is. SunComm Emergency Communications Center Attn Wayne Wantland 200 S 3rd Street Yakima, WA 98901 The Equipment will be shipped to the Customer at the following address (insert if this information is known). 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 a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations, and access to the work sites or vehicles 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 indicates, Motorola may assist Customer in the local building permit process. 6.2 SITE CONDITIONS Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate physical space, air conditioning and other environmental conditions, adequate and appropriate electrical power outlets, distribution, equipment and connections, and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System Before installing the Equipment or Software at a work site, Motorola may 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 a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, byy a change order Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in 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 may 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 Acceptance, 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 the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as' of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8 3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities 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 authorization, which will not be unreasonably withheld 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 when all deliverables and other work have been completed When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating 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 or parties beyond Motorola's control, such as natural causes, the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage, the addition of frequencies at System sites that cause RF interference or intermodulation, or Customer changes to load usage or configuration outside the Specifications 9.2 EQUIPMENT WARRANTY During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9 3 MOTOROLA SOFTWARE WARRANTY. During the Warranty Period, 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 control, this warranty expires eighteen (18) months after the shipment of the Motorola Software TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT 9 4 EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES These warranties do not apply to (i) defects or damage resulting from use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God, testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards, (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible, (iv) batteries (because they carry their own separate limited warranty) or consumables, (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear 9.5 WARRANTY CLAIMS To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period Upon receipt of this notice, Motorola will investigate the warranty claim If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. 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 then current labor rates Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9 6. ORIGINAL END USER IS COVERED These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable 9 7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES 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 by a Force Majeure A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure If a Force Majeure occurs, the Parties will execute a 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 Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred, and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties, travel; suspending and re -mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute") 11 1 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute") The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation") Neither Party,may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11 5 CONFIDENTIALITY All communications pursuant to subsections 11 2 and 11 3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. 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 a Force Majeure causes the 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 immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, 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 termination for default, the defaulting Party will promptly return to the non - defaulting Party any of its Confidential Information If Customer is the non -defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges Section 13 INDEMNIFICATION 13 1 GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the 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 it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim") Motorola's duties to defend and indemnify are conditioned upon Customer promptly notifying Motorola in writing of the Infringement Claim, Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13 3.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non -infringing while providing functionally equivalent performance, or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation The depreciation amount will be calculated based upon generally accepted accounting standards 13 3 3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola, (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions, (d) a modification of the Motorola Product by a party other than Motorola, (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13 3 4 This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14 Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS, INCONVENIENCE, LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS, OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will 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 a court of competent jurisdiction, restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information, take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care, and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is 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. 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, and nothing in this Agreement is intended to restrict their Proprietary Rights. 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 Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not 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 does not apply to Open Source Software which is governed by the standard license of the copyright owner Section 16 GENERAL 16 1. TAXES The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any 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, and Motorola will be solely responsible for reporting taxes on its income or net worth 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16 4 SEVERABILITY If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16 5. INDEPENDENT CONTRACTORS Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind 16 6. 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 7. ENTIRE AGREEMENT This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16 8 NOTICES Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Attn fax: Customer Attn Wayne Wantland 200 S. 3rd Street, Yakima, WA 98901 fax: 509-249-6835 16 9 COMPLIANCE WITH APPLICABLE LAWS Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters 16.10 AUTHORITY TO EXECUTE AGREEMENT Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so, upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms, and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 1611. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue 16 12 SURVIVAL OF TERMS. The following provisions will 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), Subsection 9 7 (Disclaimer of Implied Warranties), 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 Solutions, Inc. Title: ii1 SSi� , Date Sh$ /oiz.. MARK W. ANTHONY 7/1114- k) • Customer City of Yakima, Washingto By. Name Tony S'Rourke Title City Manager Date. l6 " t♦ i CITY•CONTRAC r NO RESOLUTION N0: Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A, Software License Agreement, ("Agreement") is between Motorola Solutions, Inc , ("Motorola"), and City of Yakima, Washington ("Licensee") For good and valuable consideration, the parties agree as follows. Section 1 DEFINITIONS 1 1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided) 1 3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed 1 5 "Primary Agreement" means the agreement to which this exhibit is attached. 1 6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged 1 7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software, (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola, and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre -loaded proprietary Software, or both This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation Section 3 GRANT OF LICENSE 3 1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found), and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable) Section 4 LIMITATIONS ON USE 4 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 Without limiting the general nature of these restrictions, ,Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code, (ii) modify, adapt, create derivative works of, or merge the Software, (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain, (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights, (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes, provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software 4 3 Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4 4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely Licensee may make one copy of RSS for each licensed location Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5 Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations Motorola is responsible for the payment of all expenses and costs of the Auditor Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services) No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6 1. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, for system transactions For non -system transactions, if any, (e g , standalone product transactions or product transactions with incidental services where no Motorola Project Manager is assigned, the "Warranty Period" for Motorola Software means ninety (90) days from the date of shipment. If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, 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 a defect occurs will be determined by Motorola solely with reference to the Documentation Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee 6 3 Warranty claims are described in the Primary Agreement. 6 4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation, provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8 1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate If Licensee breaches this Agreement, Motorola may terminate this Agreement and 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) Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights 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 they are being provided to the Department of Defense If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and 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 The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction Section 10 CONFIDENTIALITY ,Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1' COPYRIGHT NOTICES The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software 13.2 COMPLIANCE WITH LAWS Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval Violation of this provision is a material breach of this Agreement. 13 3 ASSIGNMENTS AND SUBCONTRACTING Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee 13.4 GOVERNING LAW This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity The terms of the U N Convention on Contracts for the International Sale of Goods do not apply In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13 5 THIRD PARTY BENEFICIARIES This Agreement is entered into solely for the benefit of Motorola and Licensee No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13 6. SURVIVAL. Sections 4, 5, 6 4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13 7 ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter 13 8 SECURITY Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Exhibit B PAYMENT SCHEDULE Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U S financial institution and in accordance with the following milestones. 1. 20% due upon contract execution, 2. 40% of the Contract Price upon shipment of equipment; 3 30% of the Contract Price upon completion of installation; 4 10% of the Contract Price upon final acceptance; Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable Exhibit C TECHNICAL AND IMPLEMENTATION DOCUMENTS Proposal for City of Yakima MCC7500 Dispatch Console System June 6, 2012 Data Restrictions This proposal is considered Motorola confidential and restricted. The proposal is submitted with the restriction that it is to be used for evaluation purposes only, and is not to be disclosed publicly or in any manner to anyone other than those employed by the City of Yakima required to evaluate this proposal without the express permission of Motorola Solutions, Inc. MOTOROLA and the Stylized M Logo are registered in the U.S Patent & Trademark Office. All other product or service names are the property of their respective owners. © Motorola Solutions, Inc. 2011 6450 Sequence Drive, San Diego CA 92121 O 0100 OLA SOLUT#ONNS Via «r.1,tAaalwm. fa t? 1+:ttt .4r:• 4T his '111 rYatexsa Y.'4 E.'✓t May 23. 12 Yiau}set Wwdlsttcl C ontrunicllbons r 13n1r (.10 of Yeacitnt 1291:24 41ra Yakima 91M1 I ?>vlliecl• 1'n-pasal for 1.1(..X.7: 411 t!ispa$ch C'ensc4e this* Mr. Warttarar M.vnnrls Sulr tras.1ry ('Irkuoro s") is',traw l to baro the opaortvnity to pans oft dr: t'Ity u1"Y: uidt csseiscy comasutoestior equip -11011 ir►d sn Vie s. •t'ftc 14.710m1* trekt tests* hie takct+ t:ra tt la rrprs+: a in -statism shad w=11 encu" yaw aaNcloi 'rut Tterritk tatsir ►ss;ed to tltx lesv, inter die fractional ar►"' opernc cnsl specit:avtluts of Ilia \luk•olo's w.% Siun il+cludts a tai►ra°r uatusu a itis v An.. t•ulIw.ra:, taut sutvitn, Spas:itrcllly. this /twit" provides • N1(:c:TSIID IP ilii` 13 tjtessit Ccatuik, Frac (t) Owner* tkaaitimts • K2 Cont Ica Rostrlidntit 0163 atirue • Iksllpt Yid IINlaireistatior* Stir This proposal tncitti 4s rebsrover law rntxaicativs Sya9em /1 yetctriertl (i:>7Aj, s ttdbn rvi►h,o us t.�altibits. t tis pmpoot shall :emu4stlid tluou l 2012 with than tassesitcda.►�/ this sguirrrtant, with c ofirsvIl SS*10 per position Irodo-in peon&i rrr is ci hied Abd shipped ;tics so i)e ember 31. 20:2. Ilia proposal rod the pricittu we based on tfto mains aid cosdttiuto al'llic 'WSC:A CKwttrx r ft??(r2. Os; "lh .% Costrirr). rust tit: ntclorcti QntnIssss ali.ttt Sistatt AC?wn.ut The City ntray swept 3.1ut01oieS PrOPCIP4 by riRr> tag the Ccmtaarnicitiofl AlireeriMM or by r►itr . i lus k. trrskt Ih►r *gess Oct sad to orpont es by re cteau tla Real. M1a orcrb. will 1a: r liseto,d tet s►Icti ►ss .swy concerts City of Yakima nay lura rveyrdie j she p ,possl. Mem dinwi lily gi►esll.vts 10 ycs.0 Mewl t'I Atatati L*iv.rsre lcae Pies*► a (423) 211-14 14, ft the IttloItt:iota M (iu-,pi firs:slobs at 919-74 ti..iftir + ►o 'VA: nasals was fur s,, selltsa,tusriy be [instal Ciiy.-crY'sl,Swat with"boss usclass"sof itfaad wr!tope to s!raigth n ow retstianship by unpkarrrirsz this praitstt. OM goat h lir Isasvii: yuri wits 11r: I.st products uta sea tivas 114:91111111.: (►e Lire tut 4r1.• Nits I I OLA 51 Vic*: Section 1. Statement of Work 1-1 1.1 Motorola Responsibilities 1-1 1.2 City of Yakima Responsibilities 1-2 1.3 Motorola Assumptions 1-3 Section 2. System Description 2-1 2.1 Project Overview 2-1 2.1.1 System Concept and Diagram 2-2 2.2 MCC7500 Dispatch Console 2-5 2.2.1 Overview 2-5 2.2.2 Features and Benefits 2-5 2.3 MCC7500 Console Site Architecture 2-5 2.3.1 MCC7500 Dispatch Console Position 2-6 2.3.2 Logging Recorder Subsystem (NOT INCLUDED) 2-20 2.3.3 GGM8000-based Conventional Channel Gateway 2-21 2.3.4 Conventional K -Core 2-21 2.3.5 Design Details 2-23 2.4 Summary 2-23 Section 3. Preliminary Acceptance Test Plan (ATP) 3-1 Section 4. Service/Warranty 4-1 4.1 On site Infrastructure Response/Dispatch Service 4-1 4.2 Technical Support Service 4-2 4.3 Infrastructure Repair with Advanced Replacement 4-2 4.4 Network Preventative Maintenance 4-3 Section 5. Equipment List 5-1 5.1 K1 Core System 5-1 5.2 K2 Core Redundant System 5-2 Section 6. Training Plan 6-1 6.1 Overview 6-1 6.2 Courses Proposed 6-1 Section 7. Pricing Summary 7-1 7.1 Payment Terms 7-2 Section 8. Contractual Documentation 8-1 Section 9. Our Commitment 9-1 City of Yakima MCC7500 Dispatch Console June 6, 2012 Table of Contents - 1 Exhibit D SERVICE STATEMENT(S) OF WORK and SERVICE TERMS AND CONDITIONS (IF APPLICABLE) Section 1. Statement of Work Motorola is proposing to City of Yakima the installation and configuration of the following equipment at the specified locations. Site Name Major Equipment City of Yakima Dispatch MCC7500 Dispatch Console with 5 positions K1 Core K2 Core Redundant is proposed as an option Described is the basic system with an option for a redundant capability. The document delineates the general responsibilities between Motorola and City of Yakima as agreed to by contract. 1.1 Motorola Responsibilities Motorola's general responsibilities include the following: • Name a Motorola Project Manager. • Prepare project schedule in conjunction with City. • Conduct Detailed Design Review (DDR). • Provide City of Yakima with the appropriate system interconnect specifications. • Provide a dedicated delivery point at the office of Day Wireless systems in Yakima for receipt, inventory and storage of equipment prior to delivery to the site. • Assemble and prepare dispatch system for installation at CCSi. • Schedule the implementation in agreement with City of Yakima. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Install five Motorola -provided MCC7500 and collocated K -core at City of Yakima. • Install operator PC in equipment room with remote connection to desktop. • Install network peripherals at City of Yakima. • Configure dispatch system to pre -arranged system configuration. • Interface dispatch system to existing 15 radio resources: • Interface to existing City analog logging recorder. • Prepare cut -over plan in conjunction with respective project managers. • Cut -over from old to new system as pre -arranged. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Statement of Work 1-1 • Conduct WLS MCC7500 training as described in the Training section of this proposal. • Perform Acceptance Test Plan as pre -arranged during Detailed Design Review. • Complete acceptance test certificate with City and begin warranty. • Perform a R56 Audit of the console site. A copy of the audit results will be provided to City of Yakima. It will be the responsibility of City of Yakima to correct any deficiencies highlighted by the R56 Audit report if they wish to comply with the R56 guidelines as recommended by Motorola. Motorola can be contracted to engineer and/or implement any necessary corrections discovered during this site evaluation 1.2 City of Yakima Responsibilities City of Yakima will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. City of Yakima general responsibilities include the following: • Secure site lease/ownership, zoning, permits, regulatory approvals, easements, power, and Telco connections. • Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for trucks to deliver materials under their own power and for personnel to move materials to the facility without assistance from special equipment. • Supply adequately sized electrical service, backup power (UPS, generator, batteries, etc.) including the installation of conduit, circuit breakers, outlets, etc., at each equipment location. Provide AC power (dedicated 20A, AC outlets - simplex with ground) for each major piece of equipment within 6 feet of the location of the Motorola -supplied equipment, including the associated electrical service and wiring (conduit, circuit breakers, etc.). • Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (also, among existing and Motorola -provided equipment) based upon Motorola's Standards and Guidelines for Communication Sites (R56). Ceiling (minimum 9 feet) and cable tray heights (minimum 8 feet) in the equipment rooms in order to accommodate 7 -foot, 6 -inch equipment racks. • Resolve any environmental issues including, but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). • all permits as contractually required. • Supply interior building cable trays, raceways, conduits, and wire supports. • Provide floor space and desk space for the System equipment at the Customer - provided facilities. Each rack shall be provided a minimum of 24 -inch x 24 -inch footprint with 36 -inch clearance in the front and back. • Provide all buildings, equipment shelters, and towers required for system installation. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Statement of Work 1-2 • Insure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. • Obtain all licensing, site access, or permitting required for project implementation. • Obtain the frequencies necessary to support the system design. Provide approved FCC licensing as required. • Provide compatible desktop monitors per dispatch position. • Provide compatible headsets per dispatch position. • Bring grounding system up to Motorola's R56 standards and supply a single point system ground, of 5 ohms or less, to be used on all FNE supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola -supplied equipment. • Make any necessary site improvements to meet R56 standards. • Coordinate the activities of all City of Yakima vendors or other contractors. • Remove, relocate or dispose of obsolete communications equipment as required. • Provide facilities, materials and equipment for the MCC7500 Operator and Administrator Training provided at the customer's location. • The MCC7500 technical training for 2 attendees will be held in Schaumburg, IL. The travel and lodging expenses will be the responsibility of the customer. • Relocate and install all existing equipment to be re -used such as logging recorder, radios etc, prior to this project installation. 1 3 Motorola Assumptions Motorola has made several assumptions in preparing this proposal, which are noted below. Should any of these assumptions be incorrect, Motorola reserves the right to amend the proposal which could result in a change in project scope, schedule, and/or cost. Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • This quote does not include considerations for any site specific installation requirements, including but not limited to: • HVAC • Floor Loading • Power sourcing/loading • Breaker panel availability • Surge suppression, beyond that provided by Motorola for new equipment • All power/HVAC will be provided by the customer: • Equipment power is to be 120V AC • The demarcation point will be the circuit distribution devices in the equipment racks. • The customer will provide NEC and R56 compliant TVSS power panel protection and grounding connection points for all rack -mounted equipment • The customer will provide a connection to the building grounding system at each operator position. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Statement of Work 1-3 • All existing sites or equipment locations will have sufficient space available for the system described. • The customer will be responsible to secure the use of existing equipment racks and power/grounding systems for the proposed hardware from existing site owners • Motorola is not providing any console workspace furniture or enclosures. The customer will be responsible for providing furniture and any custom equipment to accommodate the console operator terminal(s) and to suit individual dispatcher preferences. • Any site/location or facility upgrades or modifications are the responsibility of the customer. • Approved local, State, or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the customer. • No logging recorder solution integrated with the radio system network has been included. The existing analog logging recorder that will be re -used will be able to record audio via the resources connected to the CCGW only. An audiobridge has been included to interface the 15 customer's analog resources to the logging recorder. • This proposal/design does not make any claims with regards to equivalent functionality between the existing console dispatch equipment/design and the MCC 7500 dispatch equipment. • The provided CCGWs support conventional stations that utilize four -wire analog E&M (Type II) or Tone -Remote Controlled (TRC) interfaces. • Motorola assumes that all existing conventional resources utilize 4 -wire keying methods that are compatible with the provided CCGWs • The CCGW does not support DC -controlled, SB9600 or two -wire audio connections. • AUX I/O functionality has been provided for the dispatch center via a MCC 7500 AUXI/O server depending on the requirement. This server is capable of supporting 16 output relays and 48 input buffers. • Relay outputs are single pole form A that are capable of switching lA @ 24V (AC or DC) • Input buffers are active high and are configurable to work with wet (5 or 12V) or dry closures • Motorola has not made any provisions in its design for connection of third -party systems to its dispatch hardware, this includes but is not limited to: • Computer Aided Dispatch (CAD) • Telephone Interconnect • The MCC7500 supports Private AUX I/O connections. The Private AUX I/O functions are limited to: • Call on Selected Channel • Op PTT • Emergency Beacon • Activate Private Relay when Public AUXI/O is active ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Statement of Work 1-4 • No provision has been made for a Netclock or another GPS time reference at the console site. • Any site/location upgrades or modifications are the responsibility of the customer. • Any required system interconnections not specifically outlined here will be provided by the Customer. These may include dedicated phone circuits, microwave links or other types of connectivity. • No coverage guarantee is included in this proposal. • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the Customer's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. • Console encryption has not been included in this proposal as it was identified as not being required during the pre -sale design. It can be added upon request in a proposal and quotation revision if needed. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Statement of Work 1-5 Section 2. S stem Descri •tion Motorola is proposing a solution for the City of Yakima, ("City") that consists of a Motorola MCC 7500 Dispatch Console. A description of the console features and benefits, system architecture, and hardware components follow. Motorola has taken great care to propose an offering that will provide the City with a radio solution that meets their needs. 2.1 Project Overview This proposal offers the City a Motorola MCC 7500 Dispatch Console. The proposed console system is a dispatch solution that will provide advanced communication capabilities that meet current requirements and position the City for growth and interoperability requirements. The City currently operates its dispatch service from an analog console that is nearing end of life. Motorola proposes to replace the current system with an IP based, digital system capable of meeting current and expected requirements for P25 capability and interoperable operations within the region. To best meet the City's planning and budget goals, we are proposing five new positions to be installed at City of Yakima Dispatch Center. The City dispatch center is a new facility with final location to be determined. City will handle move and installation of all RF infrastructure under a separate project. All RF equipment will be installed at the new dispatch center prior to cutover of the new console and provide connectivity suitable for interconnection to the MCC7500 Console. Operator positions will be installed with PC towers in the equipment room that are connected via remote cable to the desktop operator positions with keyboard, mouse, monitor and speaker components. Fifteen radio resources will be configured for the console system. Proposed is the K1 Core infrastructure as well as an option for a K2 Core that provides redundant operation. Motorola has taken great care to propose an offering that will provide City of Yakima with the solution that meets their needs. This smart approach will allow the City to update its dispatch service with a sophisticated solution. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-1 2.1.1 System Concept and Diagram Following is a conceptual diagram showing key components of the planned design with installation at City of Yakima with a K1 Core. . ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-2 uogduosaa wais/g NcE co O O — O C1 O y'fu 0 0 N M N C CD O. 0 O LD O _5 CI N N xi 7 O N (gyp N l7 a' CD �N a Q) v 0 n 0 O o m c cis D- o CD m o N N O O B N.) CD N —o N 7 O Civ 2 -• 7C v -< O M 7 uo -• N w t7 a w N oro O ••' IJ CD - CCC —• Ti PRELIMINARY DRAFT - 5 Position MCC7500 Console site with K1 Core OP 1 w: Conftaaatio, Manager C?2 C Dispatch Room OP 4 CP5 CP PCI ^?.: !CG PC? S 1 Backroom SaeRouter anc CCGW 1 Gsr_ CCEIFIFM CSC e r MOTOROLA City of Yakima uasaa wags (s 7 N C E Q o_ 0 0 0 _o a p N d f) (D O O C _r N (D Ct. 0 ° O 7• so 7 co N O (D Oo N (3D N n .-. N 0. (D 0 N PRELIMINARY DRAFT — 5 Position MCC7500 Console site with K2 Core OP 1 w/ Configuration Manager OP 2 Dispatch Room OP 3 OP win OP5 Site Switch 1 Site Switch' OP PCI OP PC OP PC 2 Backroom SDM3000 CSC 1 •Site Router 1 • CCGW 1 CCGW . . OPPC4 OPPC5 L.pend 101100 Brei 1 MOTOROLA PPE PPP., City of Yakima Figure 2-2: Optional Proposed Design for the Yakima Console with Redundant Core 2.2 MCC7500 Dispatch Console 2.2.1 Overview The Motorola MCC 7500 Dispatch Console is Motorola's mission critical IP high -tier radio dispatch console system. The MCC 7500 Dispatch Console features an intuitive, easy-to-use Graphical User Interface (GUI) that runs under a Microsoft Windows® operating system, utilizing the industry standard PC platform. MCC 7500's highly recognizable icons are designed to reduce user training time, and allow dispatchers to manage information more productively. 2.2.2 Features and Benefits Designed for effective, flexible dispatch communications, the MCC 7500 Dispatch Console can provide a range of valuable features: • Seamless integration with ASTRO® 25 trunking systems. • IP Network — The MCC 7500 supports the IP protocols of the ASTRO 25 system's transport network. • End -to -End Encryption — Encryption and decryption occurs in the dispatch consoles, allowing true end-to-end encryption in the radio system. (NOT INCLUDED) • Centralized System Management — The MCC 7500 console system is configured and managed by the ASTRO 25 system's configuration manager, fault manager, and performance reporting applications. This provides City with a single point for configuring and managing the entire radio system, including the console portion. This information can also be accessed from multiple remote locations, giving City convenient access while enjoying the benefits of centralized system management. • User -Friendly — MCC 7500's environment features the familiar standards used by other Windows programs worldwide. • Screen layout, menus and icons are easy to understand and quickly recognizable by users. • Easy dispatcher's configuration can be customized via the Elite Admin application. • Elite Dispatch GUI uses a simple point -and -click response. The dispatcher has the choice of using a mouse, trackball or optional touchscreen and the keyboard is not required for day-to-day operations. 2.3 MCC7500 Console Site Architecture Motorola's MCC 7500 Console Subsystem is capable of supporting the following components, not all of which may be included in the design for City of Yakima: ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-5 • Dispatch Console Position • Logging Recorder Subsystem (NOT INCLUDED) • Conventional Channel Gateway • Conventional Site Controller • Consolettes (NOT INCLUDED) In addition, there are two software programs that comprise the MCC 7500 dispatch position— the Elite Dispatch graphical user interface (the dispatching software used to operate the dispatch position) and the Elite Admin application (the administrative software used to define the layout of the Elite dispatch screens). Various combinations of these components are connected together and to the rest of the ASTRO 25 system via console site routers and switches on an IP network (Figure 2-3). HEADSET 1 HEADSET2 — FOOTSWITCH HEADSET JACK 1 HEADSET JACK 2 DESKTOP MICROPHONE MCC 7500 Dispatch Console Position z Z r O O TO TO LAN SWITCH LAN SWITCH DESKTOP SPEAKER 1]_I (SELECT AUDIO) DESKTOP SPEAKER 2 (UNSELECT AUDIO) NOTE: Not all connections or equipment are shown z ce w VPM MONITOR w z w w DISPATCH CONSOLE PC MOUSE KEYBOARD Figure 2-3: Motorola MCC 7500 Dispatch Console Hardware Architecture using VPM The following section of the system description contains descriptions of the above components. 2.3.1 MCC7500 Dispatch Console Position The proposed Motorola Solutions hardware includes the following equipment at each of the MCC 7500 dispatch positions: 0 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-6 • One (1) Motorola -Certified Personal Computer with keyboard and mouse • One (1) Voice Processor Module (VPM) • One (1) Desktop Gooseneck Microphone • Two (2) Headset Jacks • Two (2) Desktop Speakers • One (1) Dual Pedal Footswitch • One (1) Dual Instant Recall Recorder This section of the system description contains descriptions of the above components. Figure 2-4 shows a typical operator position. ;0. Figure 2-4: MCC7500 Typical Operator Position using VPM 2.3.1.1 Personal Computer (PC) The based dispatch console uses an off-the-shelf personal computer running the Microsoft Windows Vista operating system. The PCs used in ASTRO 25 systems have a minitower form factor and come with a keyboard and mouse. A variety of monitors are supported, including both touch and non -touch operation. The proposed system includes a certified workstation. City to provide Monitors desired per position (noOt included in this proposal). The PC tower will be installed in the equipment room and use a remote device to connect with the keyboard, monitor, mouse and VPM at the dispatcher position. 2.3.1.2 Voice Processing Module (VPM) An audio processing box is located at each dispatch position to interface the dispatch PC to the dispatch accessories. The VPM is designed so it can be mounted in furniture, placed on top of a writing surface or mounted in an EIA 19 inch rack. It is also capable of supporting monitors weighing up to 80 pounds (36 kg) standing on top of it. The VPM connects to the console site LAN switch and communicates with the dispatch console PC via Ethernet. The VPM performs the digital -to -analog and analog -to -digital conversions for all analog audio flowing into or out of the dispatch console. The VPM provides all the audio processing services for the VPM-based dispatch console. The VPM is capable of providing encryption/decryption services. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-7 (Encryption capability is not included in this proposal). The voice card within the VPM provides the vocoding and audio processing services for the dispatch console. It is capable of supporting IMBE vocoder algorithms for ASTRO 25 operation, as well as supporting audio level adjustments, summing, and filtering, and can support multiple simultaneous streams of audio. The VPM uses an external power supply (similar to the power supplies used with laptop computers) which must be connected to an AC power source. The VPM has connectors for the following devices: • One desktop microphone • Two headset jacks • Four desktop speakers (8 Speakers are supported starting with release 7.9) • One logging recorder • One radio instant recall recorder • One external telephone set • One external paging encoder • One footswitch • Voice Card Figure 2-5 shows the hardware architecture of the Motorola MCC 7500 Dispatch Console using VPM. Desktop Microphon Desktop Monito Dispatch Console PC Analog♦ Footswttch Local Lop)ny Recorder Instant Recall Recorder External Paynp Encoder External Telepho a syeten, Ethernet Cab Analog Headset r LAN Switch 2 Ethernet Cables per Dispatch Console Console Site Router Console Site Link (WAN) Figure 2-5: Motorola MCC 7500 IP Dispatch Console Hardware Architecture (with VPM) ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-8 2.3.1.3 MCC Series Desktop Microphone The MCC 7500 Dispatch Console is capable of supporting a single MCC Series Desktop Gooseneck Microphone. The MCC Series Desktop Gooseneck Microphone contains a microphone cartridge on a flexible shaft and two buttons in its base. One button controls the General Transmit feature and the other controls the Monitor feature. The proposed system includes 1 gooseneck microphone per position. 2.3.1.4 MCC Series Headset Jack A dispatch console is capable of supporting up to two MCC Series headset jacks. A headset jack allows a dispatcher to use a headset while operating the dispatch console. The headset jack contains two volume controls; one for adjusting the level of received radio audio and one for adjusting the level of received telephone audio. The headset jack allows customers to use headsets which both decrease the ambient noise in a control room and reduce the effect of any ambient noise on console transmissions. This improves the quality of the audio being transmitted from the control room and allows the dispatchers to hear received audio more clearly. The proposed system includes 2 headset jacks per position. Headset bases and tops have not been included, and can be added upon request. 2.3.1.5 MCC Series Desktop Speaker A dispatch console is capable of supporting up to four MCC Series Desktop Speakers through which audio is presented to a dispatcher. Each speaker on a dispatch console contains unique audio; that is an audio source cannot appear in multiple speakers at a single dispatch console. While the VPM is capable of supporting up to eight speakers. The speaker is a self-contained unit which may be placed on a desktop, mounted in a rack/furniture, mounted on a wall or mounted on a computer monitor. The speaker provides the user with a continuous volume control knob. This serves as a master volume control for all the audio which appears in the speaker. When the user adjusts this volume control, all the audio in the speaker is increased or decreased by the same amount. The proposed system includes 2 speakers per position. 2.3.1.6 Footswitch The dispatch console is capable of supporting a single footswitch. The footswitch can contain either one of two pedals. If a footswitch with one pedal is used, the pedal controls the General Transmit feature. If a footswitch with two pedals is used, one pedal controls the General Transmit feature and the other controls the Monitor feature. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-9 The proposed system includes 1 footswitch per position. 2.3.1.7 Dual Instant Recall Recorder The Dual Instant Recall Recorder (IRR) software (CD format) allows users to record the audio from two different sources (e.g., radio and telephone), digitally on a personal computer (the software can also be configured to operate as a single channel IRR). The system uses an individual PC where the recording files are stored on the PC's hard drive. The Instant Recall Recorder keeps a database of all recordings, which allows for convenient "point and click" search and playback of any recordings. Once the software is installed on your PC, the functions are controlled through a Graphical User Interface (GUI) icon. In addition, the Instant Retrieval Recorder has numerous special features; such as the ability to attach text documents to recordings, a security system, multiple playback (which allows the user to playback more than one recording at the same time), and real time audio monitor (which allows the user to listen to the last ten minutes of a recording in progress without being required to stop recording to be able to listen). The Instant Retrieval window allows the user to immediately access the recordings. The Instant Retrieval window initially opens on the newest recordings, but allows access to any recordings on the system. The recording can also be saved to the .WAV file that the user specifies. This is useful if the user wants to save a specific recording to a CD or hard disk. The proposed system includes IRR at each dispatch position with a set of PC speakers. 2.3.1.8 Elite Dispatch Graphical User Interface The Motorola MCC 7500 dispatch console uses the Elite Dispatch graphical user interface (GUI) for displaying information to and accepting commands from the dispatcher. The Elite Dispatch GUI is efficient, easy to use, and intuitive having been refined and proven through years of use in public safety dispatch centers around the world. An example of the Elite Dispatch GUI is shown in Figure 2-6. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-10 Tool Bars c«ao..+a+ eat n.- e.c.. rov rok u+ MOTOROLA :La-Z I Resource—'4 f01°'r1 Folders Radio Resource Auxiliary Inputs/Outputs Radio Resource f;if1491 6:55:55 PM D C] 1+mos lr•,+ J u[� Status Bar aAMnw •Chvtin $11 Ina peTililn Figure 2-6: Elite Dispatch GUI Radio Resources Patch & Multi -Select Folders Radio Resources Activity Log Window The Elite Dispatch GUI is based on Microsoft Windows GUI programming standards and contains many controls, displays and features which are familiar to anyone who has caused Windows-based applications. These features are described in greater detail in the following sections. Pull -Down Menus The dispatcher is able to access features and functions through the pull-down menus. The Elite Dispatch GUI provides the following pull-down menus on a menu bar across the top of the dispatch window. • Configuration — Provides access to the configuration files used by the Elite Dispatch GUI. Also allows the dispatch application to be exited. • Edit — Allows various aspects of how audio, resources and features are presented to the user on the Elite Dispatch GUI to be edited. Changes made using this menu are not permanent and are lost when the dispatch application is exited. • View — Allows the dispatcher to control whether or not the Activity Log and Auxiliary I/O Windows are shown. • Folders — Allows the dispatcher to switch between folders, add folders and change the folder tab width. Changes made using this menu are not permanent and are lost when the dispatch application is exited. • Help — Provides access to detailed online help for using the Elite Dispatch GUI. The user may customize which menus are displayed and what they contain via the Elite Admin application. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-11 Toolbars The toolbar is a row of icon buttons located at the top of the dispatch window. Up to two toolbars may be present and may be used to provide quick access to frequently used features. The following are examples of the items which may be placed in the toolbars: • Clock • General Transmit Button • Monitor Button • All Mute Button There are many other items which may be placed in the toolbars. The Elite Admin application is used to define how many toolbars are displayed and what they contain. Status Line A status bar is provided across the bottom of the dispatch window for viewing the status of the dispatch console, as well as various error messages. The most current status or error message is displayed in the status line until cleared by the dispatcher. The dispatcher may scroll through the last ten statuses/error messages to view them and may clear them by using the Features menu on the menu bar. Resource Folders The Elite Dispatch GUI provides up to six resource folders for organizing the various resources (radio resources, auxiliary input/output resources, etc.) that are assigned to the dispatch console. These folders may be given descriptive names to simplify the organization of the resources. The resources on a folder are displayed when the dispatcher clicks on the folder tab. Resources on folders which are hidden behind the one being displayed continue to operate in a normal manner. Radio resource audio on a hidden folder appears in the appropriate speakers/headsets along with a visual call indication on the folder tab. If an emergency alarm or call is received on a radio resource which is located on a hidden folder, a visual emergency indication is displayed on the folder tab. A resource may be placed on more than one folder at the same time. This allows City to create folders for special situations without having to move resources back and forth between folders. The Elite Admin application is used to configure how many folders appear on the Elite Dispatch GUI and which resources appear on each folder. It is also used to put descriptive names on the folder tabs. During dispatch operations the dispatcher may, if so configured by the Elite Admin application, be able to add, remove or move resources on the folders. It this is done these changes are not saved if the user logs out of or changes configuration files for the dispatch application. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-12 Radio Resources Voice communication paths in the radio system are represented as radio resources — also referred to as tiles — on the Elite Dispatch GUI. These radio resources are used by the dispatcher to communicate on and control the radio system. The following radio resources are supported: • Trunked Talkgroups • Trunked Announcement Groups • Trunked Private Calls • Analog Conventional Channels Indicators and Controls A radio resource contains indicators and controls that allow the dispatcher to monitor and control various aspects of the radio channel. Examples of the indicators and controls which may appear on a radio resource include: • Instant Transmit Button • Transmit Active/Transmit Busy Indications • Patch Active/Patch Busy Indications • Received Call Indication • Received Call Stack • Individual Volume Control The types of indicators and controls which appear on the radio resource depend on the type of radio channel it represents, and how it has been configured in the Elite Admin application. The radio resource may be configured as a compressed resource, a larger compressed resource or an expanded resource. • Compressed Resource — Allows the dispatcher to hide the indicators and controls the radio resource (Figure 2-7). The small arrow button opens and closes the resource to show the controls and indicators. This saves a tremendous amount of space on the screen by allowing the dispatcher to view only the most critical information for any given channel. This type of display is ideal for dispatchers monitoring several different channels where space in the resource folder is at a premium. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-13 Flap Closed Flap Open 71P1 9 00 101 Figure 2-7: Compressed Radio Resource • Larger Compressed Resource — A radio resource that always shows some of the indicators and controls, but allows the dispatch console to hide some of the others (Figure 2-8). Flap Closed Flap Open ,iv 10 Oi10,,. Figure 2-8: Larger Compressed Radio Resource • Expanded Resource — This radio resource always shows the indicators and controls (Figure 2-9) and cannot be compressed. The expanded version provides the advantage of a single -button press for any function. It is ideal for dispatchers who are only monitoring a few channels/talk groups and where space in the resource folder is not at a premium. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-14 11 TG 2_00049 Hob Johnson Emerg CaII Rob Johnson ;7:52:51 PM Carol Sall& 7d10414 PM Jobs Baker 7sifi:42 PM Figure 2-9: Expanded Radio Resource Any activity or change on a radio resource appears on all dispatch consoles that have that resource assigned on them. Received CaII Stack The received call stack provides the dispatcher with a visual record of the most recent inbound calls on radio resources. This allows the dispatcher to keep track of calls during busy traffic periods. The calls are displayed in list format on a radio resource, with the most recent calls at the top of the list. The number of calls displayed in the list is configurable, as is the type of information displayed. The types of information that can be displayed include: unit ID, unit ID alias, site ID, zone ID, type of call and time. If an alias is available for a piece of information, it is displayed; otherwise the raw information is displayed. Figure 2-10 shows a radio resource containing a received call stack. Received CaII Stack 0 111 G 2_00049 Rob Johnson Emerg Cali Eo e ;o"a.ispr; 7.52:51 PM A Carol Smith 7:50:54 PM John Bahr 7:50:42 PM Figure 2-10: Received Call Stack on a Radio Resource Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-15 The received call stack has a fixed memory of 25 calls, but the number of calls which are displayed is configurable via the Elite Admin application. Regardless of how many calls are actually displayed, the dispatcher can always scroll through all 25 calls in the stack's memory. The dispatcher can delete individual calls from the received call stack. All of the calls listed in a received call stack can also be deleted with a single action. Auxiliary Input and Output Resources Auxiliary inputs and outputs (Aux I/Os) allow City to control external devices via relay closures and sense the state of external devices via input buffers from the MCC 7500 Dispatch Console. The Aux I/O resources are represented by various graphical icons that change their appearance based on the state of the resource. The Elite Admin application is used to associate a particular icon with a specific input or output. Examples of some of the icons which may be used are shown in Figure 2-11. Auxio2 viz Icon for Input Buffer (shown in Active State) Icon for Control Relay (shown in Active State) Icon for Control Relay (shown in Inactive State) Figure 2-11: Auxiliary Input/Output Resource Icons Patch and Multi -Select Folders The patch and multi -select features are accessed via a set of dedicated folders on the Elite Dispatch GUI. These folders are smaller than the resource folders, and may be placed on the screen to suit the dispatcher's preferences. The placement is done in the Elite Admin application. There can be up to sixteen patch folders and three multi - select folders. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-16 Patch Folders Wel 3 1 Patch 21 Patch 3 j Patch 1 Mse! 1 1 Mse12 ZITG_2 00049 Z1 PC 900001 Patch Folders Clicking on one of the patch folder tabs brings it into view. The patch group is then opened by clicking on the left-most button on the folder. Once the patch group is open, the patch group is editable and members may be added or removed from the patch group by clicking on the desired radio resources. Note that patch groups are active whenever there are members assigned to them. This is true even if the patch group is not open. The members of the patch group are shown on the patch folder along with the status of each member (patched or pending). The resources in the patch also show an indication that they are in a patch group. Some patch groups contain members which were pre -assigned by the Elite Admin application. These patch groups become active as soon as possible after the dispatch console begins using the configuration file which contains the pre -assigned patch groups. The dispatcher can add/remove members from the pre -assigned patch group, but these additions/removals are lost when the dispatch console either re -loads the configuration file or changes to a different configuration file. A patch transmit button is provided on the patch folder to allow the dispatcher to easily transmit on all members of the patch group with a single button press. Multi -Select Folder Clicking on one of the multi -select folder tabs brings it into view. The multi -select group is then opened by clicking on the left-most button on the folder. Once the multi -select group is open, the multi -select becomes active, and members can be added or removed from the group by clicking on the desired radio resources. Closing the multi - select folder (by clicking on the left-most button a second time) deactivates the multi -select group. The members of the multi -select group are shown on the multi -select folder. Patch 1 1 Patch 21 Patch 31 M seI 1! Mae! 2 1 Mse! 3 I, ZICONV 01 00003 ZICONV 10 00053 Multi -Select Folder Some multi -select groups contain members which were pre -assigned by the Elite Admin application. The dispatcher can add/remove ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-17 members from the pre -assigned multi -select group, but these additions/removals are lost when the dispatch console either re -loads the configuration file or changes to a different configuration file. Activity Log Window The dispatcher can use the activity log window as a point of reference for all calls coming into the dispatch console. The activity log shows call information associated with all incoming radio calls including the name of the radio resource and the time of the call. Incoming calls from all radio resources assigned to the dispatch console are displayed in the activity log. Figure 2-12 shows an example of an activity log window. Activity Log Resource —I. Tile List of Calls --s Activity 1 cj - Motxola MCC 7500 dile Dispatch ri1.2''J l Z1TG 2 00049 T6_2_80049 Emer Call MT ID 7:52:51 PM 7:50:12 PI/ Figure 2-12: Activity Log Window Up to 1000 calls can be held in the activity log. The most recent call is in top of the list and the oldest is at the bottom. Once the list is filled, the oldest calls are discarded as new calls come in. the dispatcher may resize the activity log to show various numbers of calls. For example, when there is light activity, the dispatcher may choose to only show a few calls. During busy hours, the dispatcher may view more calls by simply dragging the lower right hand corner of the activity log (making it longer) to see additional calls. Dispatchers may respond to incoming calls by clicking on a call in the list. Once a call is selected, the entry appears highlighted and the name of the radio resource appears at the top of the activity log. The dispatcher can then press the instant transmit button on the activity log resource tile to communicate with that radio resource. The information displayed by the activity log can be customized to suit the dispatcher's needs. The activity log can be configured to show combinations of Resource Name, Unit ID or Alias, Status Number or Alias, Receiving Site ID, Receiving Zone ID and Time. This configuration is done via the Elite Admin application and, if so configured, via the dispatcher interface. The Elite Admin application controls whether or not a dispatch console has the capability of displaying the activity log. If a dispatch console is given the capability, the dispatcher has the ability to view or not view the activity log based on their needs. The number of lines that are initially displayed by the activity log is configurable via the Elite Admin application or the dispatcher interface. The number of lines that are ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-18 displayed may also be changed in real time by changing the size of the activity log window. The user can scroll through all the entries in the activity log, even if they cannot all be displayed at once. Help The dispatch console is designed to allow the dispatcher to quickly access information on how to use its features. There are three types of help available to the dispatcher: Online, Micro and Tool Tips. Online Help Online Help provides detailed information on how to use the dispatch console. The user accesses Online Help via the Help menu on the menu bar. The user can search for topics or key words to quickly find the desired information or the user can use a table of contents to find the information. The information is displayed in a pop-up window on the dispatch user interface. Online Help allows new dispatchers to shorten their learning curve and more experienced dispatchers to quickly remember how to operate seldom -used features. Micro Help Micro Help provides information about the state of controls or indicators in a resource tile. When the cursor is placed over a control or indicator on a resource tile, a description of the control or indicator's state is given across the bottom of the resource tile. The text across the bottom of the resource describes the icon the cursor is pointing to. The text displayed by the Micro Help feature may be edited via the Elite Admin application. Micro Help allows a dispatcher to view the status of a control or indicator textually instead of graphically. Tool Tips Help Tool Tips Help provides information about tool bar buttons and menu bar menus to the dispatcher. When the cursor is placed over a tool bar button, the button's name appears in a small pop-up window next to the cursor, and a short explanation of the button appears in the status bar at the bottom of the dispatch user interface window. When the cursor is moved across a menu item in a menu, a description of the menu item appears in the status bar at the bottom of the dispatch user interface window. The text displayed by the Tool Tips feature may be edited via the Elite Admin application. 0 I t -ti Ri Re. - : er Enabled Micro Help on a Radio Resource ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-19 Tool Tips allow a dispatcher to quickly see a short explanation of the button or menu item of interest. 2.3.1.9 Elite Admin Application The Elite Dispatch GUI screens are configured using the Elite Admin application. This application is designed to be extremely flexible. It allows the administrator to make the screen look very simple with minimal icons and channels, or more sophisticated with many folders and channels. The Elite Admin application allows supervisors to create screens that can be used by multiple dispatchers (accessed over the network) or even a customized screen per dispatcher. Each screen configuration may be password protected to ensure proper use and control. All of the screen configurations are stored on the server. Once the screens are downloaded to a particular dispatch position, the configuration is run independently from the server and LAN. Through the Elite Admin application the supervisor can perform functions including: • Create new configurations (for any operator). • Enable or disable operator positions. • Modify existing configurations. • Assign/de-assign radio resources to various folders and determine location. • Determine audio routing of resources to speakers. • Set initial volume level of radio and phone resources. • Determine icons used for AUX I/Os. • Determine if Auxiliary I/Os are safety switch protected, and have an audible alarm. • Determine items that should go on the toolbar and where they should be placed. • Create pre -assigned patch/multi-select/primary groups. • Determine if the activity log is shown initially and where on the screen it is shown (dispatchers may still hide or show the activity log). • Assign/de-assign radio and auxiliary input/output resources to various folders. • Determine where features are placed on each radio resource. • Determine the size of each radio resource (compressed, larger compressed or expanded). 2.3.2 Logging Recorder Subsystem (NOT INCLUDED) No logging recorder solution integrated with the radio system network has been included in this proposal. The existing analog logging recorder that will be re -used will be able to record audio via the resources connected to the CCGW only. Talkgroups along with signaling directly coming from the IP radio network will not be able to be accessed by the analog logging recorder. 0 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-20 2.3.3 GGM8000-based Conventional Channel Gateway Conventional Channel Gateways (CCGWs) are used in the MCC 7500 Dispatch Console to connect the dispatchers to analog or digital conventional channels in their system. The GGM 8000 -based CCGW contains four analog ports and four V.24 ports. Up to four conventional channels can be connected to the analog and V.24 ports on a GGM8000-based CCGW. The four channels can be any mixture of analog, MDC 1200 digital or mixed mode. Note that mixed mode channels must use a V.24 port for the digital portion, they cannot use IP. DC controlled, 2 -wire or SB9600 channels are not supported by the GGM8000 gateway. The proposed system includes three (4) GGM8000-based CCGWs, to be co -located at the console site. They will interface to 15 existing analog resources. One of the CCGW module will be housed in the site gateway. 2.3.4 Conventional K -Core The ASTRO 25 K -core is a scalable and virtualized core which provides an adaptable and affordable platform for mission critical wireless communications. The K -core is targeted at small capacity conventional customers who require an ASTRO25 conventional only system. The K -core allows customers to interface channels to an IP based MCC 7500 Console, provides a migration path for customers with fielded Motorola Conventional solutions, and allows the flexibility for customers to join a larger system in the future while maximizing their equipment investment. The K -core is available in a non -redundant configuration (K1) or redundant configuration (K2). The proposed system includes a non -redundant K1 -core with the following components: • One (1) GCP8000 Conventional Site Controller (CSC) • One (1) GGM8000 Site Gateway • One (1) LAN Switch • One (1) Configuration Manager As an option, Motorola is also proposing a redundant configuration (K2), which would include two of each GCP8000 CSC, GGM8000 site gateway and LAN switch. 2.3.4.1 GCP8000 Conventional Site Controller The GCP 8000 Conventional Site Controller provides mission critical call processing and mobility management throughout the ASTRO 25 Conventional System. The GCP 8000 is capable of supporting the full set of dispatch consoles, archiving interface servers, and conventional gateways. The GCP 8000 can only be located at the K1/K2 Core. The GCP 8000 is responsible for: 0 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-21 • Fault management for the GCP 8000 • Processing conventional call requests from the conventional gateway or from the Console • Assigning the multicast groups for conventional calls • Issuing a call grant to the requestor • Issuing a beginning of mobile transmission to the consoles (with alias information) • Arbitration between multiple radios and/or consoles vying for the same channel • Processing an end of call • Acknowledge subscriber signaling calls (e.g. Emergency) • Distributes subscriber signaling to affiliated consoles • As well as other conventional voice call processing 2.3.4.2 GGM8000 Site Gateway In a K -core, the site gateway combines the functions of core and gateway routers. It handles LAN traffic within the core site and provides an interface between the core and the customer network via backhaul switch when applicable. The core gateway performs the routing control of audio, data, and network management traffic in and out of the zone, replicating packets while achieving the fast access levels required by real-time voice systems. 2.3.4.3 LAN Switch The Site LAN switch aggregates all the Ethernet interfaces for MCC7500 dispatch positions, gateway(s), controller(s) and router(s). 2.3.4.4 Configuration Manager The Configuration Manager application runs on a Microsoft OS and can co-hab on a Console OP or can run from its own PC (note the Console OP will only support one other application cohabiting with it). There should be one and only one Configuration Manager that is connected and running continuously and can only be used from the core. The Configuration Manager application is used to configure the Console OP, the AIS and the CCGW through the same LDAP interface used in the large "M" and "L" systems. A number of parameters have been preset to minimize the amount of configuration needed. In the proposed system, the configuration manager application will run on one of the 5 dispatcher PC. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-22 2.3.5 Design Details 2.3.5.1 Staging The proposed MCC7500 console equipment will be staged at the Motorola Customer Center for Solutions Integration (CCSi) 2.3.5.2 Documentation No engineering documentation besides the preliminary general system diagram of the console site provided in this proposal will be provided. 2.4 Summary Motorola's MCC 7500 Dispatch Console offers City of Yakima many enhancements along with flexibility to allow their dispatchers the ability to do their job in the most efficient way possible. Every dispatch position can be configured to reflect the exact needs of those dispatchers, while being able to be changed and modified when needed. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 System Description 2-23 Section 3. Preliminar Acce•tance Test Plan ATP Testing of the proposed equipment is included. This includes the following: • Test features and functionality are in accordance with manufacturers' specifications. • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. A detailed Acceptance Test Plan will be developed upon purchase and will be reviewed during the Project Kickoff/Design Review meeting Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Preliminary Acceptance Test Plan (ATP) 3-1 Section 4. Service/Warrant Motorola's standard warranty covers on-site response during normal business hours and provides for the repair or replacement of defective hardware components. In addition, Motorola provides a customized support package to meet your needs. We have included the following additional services in your support plan for the first year. After the first year, these services may be purchased under a separate agreement. 4.1 On site Infrastructure Response/Dispatch Service Motorola's On -Site Response service gives you that advantage by making available our network of expert support resources located all across North America to provide on-site support when you need it. These Motorola certified field technicians arrive at your door equipped and ready to do what it takes to get your system running at optimum capacity. Using Motorola -approved test equipment, service procedures and backed by Motorola's centralized technical resources, technicians from your local authorized service center are dispatched to your site to perform diagnostics, remove components for repair, and reinstall new or reconditioned components. When it is a response to a call for help, Motorola On -Site Response service guarantees technician dispatch, site arrival, and problem resolution—all within your contracted response times. Motorola field technicians average 35-60 hours of technical training per year and 15- 25 years of solution experience that aid in the quick and timely resolution of your service issues. Motorola on-site technicians are also backed up by technical consultants and field engineering support across the City when the situation calls for a more specialized expertise. We recognize that your communication system is critical to your operation and our support strategy of local and centralized support is our promise to you that we will do whatever it takes to keep it working at peak efficiency. Motorola's On -Site Response service is a vital component of an intelligent communication support plan that keeps your business running, your costs down, and helps you stay focused on your goals. Our Dispatch Service is 24 hours a day, 7 days a week. Dispatch service provides robust escalation process whereby predefined response times are monitored and escalated throughout Motorola Management to prevent delayed or dropped response Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Service/Warranty 4-1 times. Dispatch service combined with MOL allows the customer to be actively involved with the service process. 4.2 Technical Support Service Motorola Technical Support Service assures you maximum preparedness with on - demand technical support, commitment to restoration, and whatever it takes to enable immediate communication via your wireless network! The skilled professionals and advanced systems at the Motorola System Support Center are there to keep your network running at peak performance 24 hours a day, 7 days a week. Specifically, Technical Support provides: • Expert technologists trained in troubleshooting to analyze, isolate and correct problems to get your system issue(s) resolved quickly. • Best -in -class Remote Diagnosis capabilities: advanced diagnostics and fully equipped test Labs • Automated test systems to quickly diagnose boards • Shared knowledge database constantly updated for technologists to utilize to reduce cycle time • Immediate access to Network Designers and Engineers • Rigorous and defined case and escalation management process and procedures • Motorola technologists participate in ongoing training programs • Customer case performance reports available upon request 4.3 Infrastructure Repair with Advanced Replacement Motorola Infrastructure Repair and/or Infrastructure Repair with Advanced Replacement Service assures you maximum preparedness through the most effective repair processes so that potential service disruptions are minimized or alleviated. The skilled professionals and advanced systems at the Motorola Infrastructure Depot are here to keep your network running at peak performance 24 hours a day, 7 days a week. Infrastructure may be repaired down to the Component level at the Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace the equipment with similar Infrastructure. • Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Service/Warranty 4-2 Infrastructure Repair with Advanced Replacement Service adds: • 24 hour advanced replacement exchange for the malfunctioning equipment • Rental/Loaner equipment in cases where the customer requires the exact serialized repaired equipment returned. 4.4 Network Preventative Maintenance Motorola's Network Preventative Maintenance is a program of regularly scheduled check-ups designed to assure network readiness and overall reliability. This service will be performed annually in conjunction with a prearranged schedule. This service will be performed during normal working hours with the intent to minimize any disruption of service to users. If the service must be performed after hours, a quote will be provided. System documentation will be updated based on this information. The list of documented parameters will be determined by agreement with the customer. All equipment provided as a part of the system will be included. As wireless networks become increasingly complex, and are enabled to perform more sophisticated tasks, the scope of possible issues grows exponentially. With Network Preventative Maintenance, Motorola offers a proactive, anticipatory service that ensures all network components are operating consistent to manufacturers' specifications — the first step in minimizing premature repairs. Certified field technicians, located throughout North America, are prepared to inspect networks on a routine and prescribed basis. This service is likely the most cost- effective form of network maintenance — the technological equivalent of routine physical examinations. Using Motorola's best -in -class test equipment, technicians examine hands-on and, if operational testing dictates, align infrastructure to manufacturer's specifications. Equally important, on-site field technicians are supported by Motorola's centralized technical resources and engineering expertise. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Service/Warranty 4-3 Section 5. E • ui • ment List M This section lists the equipment necessary for the proposed solution. 5.1 K1 Core System APC Qty Model Number Description K1 CORE 425 1 SQMO1 SUM0207 SINGLE ZONE CONV NON -RED CORE - K1 425 1 CA01663AA ADD: 7 ft RACK 147 1 CA01618AA ADD: CONV CHAN GATEWAY 729 1 DLN6455 CONFIGURATION/SERVICE SOFTWARE MCC7500 CONSOLE SYSTEM Dispatch equipment 443 1 B1905 MCC 7500 ASTRO 25 SOFTWARE 443 5 B1933 MOTOROLA VOICE PROCESSOR MODULE 443 5 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LIC 443 5 CA01644AA ADD: MCC 7500 ADVANCED CONVENTIONAL OPERATION LIC 443 5 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 708 5 TT2312 Z400 MID TIER PC WITH WINDOWS 7 (64-BIT) NON -RETURNABLE 877 5 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 207 5 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG-IN WITH (6) 15A OUTLETS 443 10 B1912 MCC SERIES DESKTOP SPEAKER 443 5 B1914 MCC SERIES DESKTOP GOOSENECK MICROPHONE 443 10 B1913 MCC SERIES HEADSET JACK 708 5 DSTWIN6328A ONE DUAL PEDAL FOOTSWITCH 708 5 DDN9979 SYMANTEC ENDPOINT PROTECTION V11.0 CORP ED LIC 229 5 DDN1245 DUAL IRR SW USB HASP WITH LICENSE (VERSION 45) 708 5 DDN6493 SOUND CARD AUDIGY SE 708 5 CDN6673 CREATIVE LABS INSPIRE A60 207 5 DQKV1401A USB SERVER ACCESS MODULE FOR CX SERIES 207 5 DSKVO4ASREM CX REMOTE UNIT WITH AUDIO AND SKEW COMPENSATION Aux IIOs (up to 16 outputs and 48 inputs) 469 1 F4543 SITE MANAGER BASIC 469 1 VA00222 SDM3000 MCC 7500 AUX 10 F/W FOR A7.11 469 1 V266 ADD: 90VAC TO 260VAC PS TO SM 469 3 V592 AAD TERM BLCK & CONN WI Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Equipment List 5-1 APC 322 Qty 1 Model Number Description L3468 MCC SERIES I/O SHELF W/ CONTROLLER & CABLE 322 1 TT04532AA ADD: MCC SERIES 1 / 0 MODULE 11 425 1 CA01663AA Channel interfaces 147 3 SQMO1 SUM0205 GGM 8000 GATEWAY 147 3 CA01616AA ADD: AC POWER 147 3 CA01618AA ADD: CONV CHAN GATEWAY 443 1 81905 Racking equipment 509 3 THN1012 RACK 7' OPEN 509 0 TRN7343 SEVEN AND A HALF FOOT RACK 207 3 DSOP820B PDU, 120V HARDWIRE (8) 20A OUTLET PDU 207 3 DS1101378 RACK MT ADAPTER PLATE, 19 IN 207 3 DDN9748 19 INCH BLACK SHELF 877 5 T7449 Audio bridges to interface to existing analog logging recorder 207 2 DS2247AAC AUDIO COMBINER PANEL AC 207 4 DSS66M25T68L125R SIX 4 -PAIR MODULAR JACKS, ONE 25 -PAIR FEMALE CONNECTOR SPARES 147 1 SQMO1SUM0205 GGM 8000 GATEWAY 147 1 CA01616AA ADD: AC POWER 147 1 CA01618AA ADD: CONV CHAN GATEWAY 147 1 CLN1836 2610-24 ETHERNET SWITCH 112 1 DLN6569 FRU: GCP 8000/GCM 8000 112 1 DLN6781 FRU POWER SUPPLY 443 1 B1912 MCC SERIES DESKTOP SPEAKER 443 1 B1914 MCC SERIES DESKTOP GOOSENECK MICROPHONE 443 1 B1913 MCC SERIES HEADSET JACK 708 1 TT2312 Z400 MID TIER PC WITH WINDOWS 7 (64-BIT) NON -RETURNABLE 443 1 B1934 MCC 7500 VOICE PROCESSOR MODULE FRU 5.2 K2 Core Redundant System APC Qty Model Number Description K2 CORE REDUNDANT 425 1 SQMO1 SUM0208 SINGLE ZONE CONV RED CORE - K2 425 1 CA01663AA ADD: 7 ft RACK 729 1 DLN6455 CONFIGURATION/SERVICE SOFTWARE MCC7500 CONSOLE SYSTEM Dispatch equipment 443 1 81905 MCC 7500 ASTRO 25 SOFTWARE 443 5 B1933 MOTOROLA VOICE PROCESSOR MODULE 443 5 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LIC 443 5 CA01644AA ADD: MCC 7500 ADVANCED CONVENTIONAL OPERATION LIC 443 5 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 708 5 TT2312 Z400 MID TIER WITH WINDOWS 7 (64-BIT) NON -RETURNABLE 877 5 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Equipment List 5-2 APC 207 Qty 5 Model Number DSRMP615A Description SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG-IN WITH (6) 15A OUTLETS 443 10 B1912 MCC SERIES DESKTOP SPEAKER 443 5 B1914 MCC SERIES DESKTOP GOOSENECK MICROPHONE 443 10 B1913 MCC SERIES HEADSET JACK 708 5 DSTWIN6328A ONE DUAL PEDAL FOOTSWITCH 708 5 DDN9979 SYMANTEC ENDPOINT PROTECTION V11.0 CORP ED LIC 229 5 DDN1245 DUAL IRR SW USB HASP WITH LICENSE (VERSION 45) 708 5 DDN6493 SOUND CARD AUDIGY SE 708 5 CDN6673 CREATIVE LABS INSPIRE A60 207 5 DQKV1401A USB SERVER ACCESS MODULE FOR CX SERIES 207 5 DSKVO4ASREM CX REMOTE UNIT WITH AUDIO AND SKEW COMPENSATION Aux I/0s (up to 16 outputs and 48 inputs) 469 1 F4543 SITE MANAGER BASIC 469 1 VA00222 SDM3000 MCC 7500 AUX 10 F/W FOR A7.11 469 1 V266 ADD: 90VAC TO 260VAC PS TO SM 469 3 V592 AAD TERM BLCK & CONN WI 322 1 L3468 MCC SERIES I/O SHELF W/ CONTROLLER & CABLE 322 1 TT04532AA ADD: MCC SERIES 1 / 0 MODULE 11 Channel interfaces 147 4 SQMO1SUM0205 GGM 8000 GATEWAY 147 4 CA01616AA ADD: AC POWER 147 4 CA01618AA ADD: CONV CHAN GATEWAY Racking equipment 509 3 THN1012 RACK 7' OPEN 509 0 TRN7343 SEVEN AND A HALF FOOT RACK 207 3 DSOP820B PDU, 120V HARDWIRE (8) 20A OUTLET PDU 207 3 DS1101378 RACK MT ADAPTER PLATE, 19 IN 207 3 DDN9748 19 INCH BLACK SHELF Audio bridges to interface to existing analog logging recorder 207 2 DS2247AAC AUDIO COMBINER PANEL AC 207 4 DSS66M25T68L125R SIX 4 -PAIR MODULAR JACKS, ONE 25 -PAIR FEMALE CONNECTOR SPARES 147 1 SQMO1SUM0205 GGM 8000 GATEWAY 147 1 CA01616AA ADD: AC POWER 147 1 CA01618AA ADD: CONV CHAN GATEWAY 147 1 CLN1836 2610-24 ETHERNET SWITCH 112 1 DLN6569 FRU: GCP 8000/GCM 8000 112 1 DLN6781 FRU POWER SUPPLY 443 1 B1912 MCC SERIES DESKTOP SPEAKER 443 1 B1914 MCC SERIES DESKTOP GOOSENECK MICROPHONE 443 1 B1913 MCC SERIES HEADSET JACK 708 1 TT2312 Z400 MID TIER PC WITH WINDOWS 7 (64-BIT) NON -RETURNABLE 443 1 B1934 MCC 7500 VOICE PROCESSOR MODULE FRU ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Equipment List 5-3 Section 6. Trainin• Plan 6.1 Overview Motorola's Worldwide Learning Services (WLS) organization dedicates itself exclusively to offering the most comprehensive training available for Motorola's advanced equipment to fully realize the equipment's potential. From sophisticated training needs analysis to ongoing training throughout the life cycle of your product or system, WLS can help ensure that your investment in training today is an investment for your future. WLS's training methodology includes knowledgeable instructors, well-designed courseware, lab activities, and system hardware and software that closely parallels your operating environment and that is integrated with proper system documentation. This methodology is based upon several key criteria: • Course design is driven by an analysis of learner needs and focuses on how-to rather than theory. • Learning objectives are based upon what learners need to accomplish on the job and focus on specific applications. • Hands-on lab opportunities using customer -specific job aids are incorporated into training to maximize the transfer of skills to the job and the retention/reuse of information. Motorola offers both train -the -trainer and end-user training. Students can attend training at one of WLS's training centers or instructors can come to your site. In conjunction with or in addition to instructor -led training, WLS can provide self- study/e-learning programs in which students follow a computer-based training module on CD-ROM or other media. 6.2 Courses Proposed In the process of assessing your training needs, Motorola has identified the following course(s) that are necessary to achieve your training goals. Inserted within the matrix are course description files for your review or printing. While the standard courses are encouraged, the class outline may be tailored for your quotation. Thus, the outline(s) below may not exactly match your quoted class length and content. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Training Plan 6-1 Course Target Duration Location Date No. of Audience (days) Attendees MCC 7500 Dispatch Console Dispatcher's Training Include 1 Interactive End User Tool Kit (2 training consoles to be made available for training) Operators 1 (4 hours) Yakima, WA TBD 8 (4 students per session) Course Synopsis: This course provides participants with an introduction to the dispatch console, its basic operation and tailored job aids which will be available for assistance in operation. Through facilitation and hands-on activities, the user learns how to perform common tasks associated with the console operation. Course Objectives • Perform basic operational tasks of the dispatch console • Utilize the provided job aids to perform specific tasks associated with the console • Understand a high level view of the system configuration • High-level overview of the customer system configuration • General console operation • Proper operating procedures for specific customer features Recommended Prerequisites None Key Topics • Overview • Communicating with Radios • Advanced Signaling Features • Resource Groups • Working with Configurations • Working with Aux IOs • Troubleshooting MCC7500 Dispatch Console Administrator Training & MCC 7500 Dispatch Console Dispatcher's Training Supervisors, Adm i nstrators 1 Yakima, WA TBD 2 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Training Plan 6-2 Course Synopsis: This course provides participants with the knowledge and skills to manage and utilize the MCC 7500 console administrator functions. Through facilitation and hands-on activities, the participant learns how to customize the console screens. This course provides participants with an introduction to the dispatch console, its basic operation and tailored job aids which will be available for assistance in operation. Through facilitation and hands-on activities, the user learns how to perform common tasks associated with the console operation. Course Objectives • Understand the menu items and tool bar icons • Edit folders, multiselect/patch groups, auxiliary input output groups, windows and toolbars • Add/delete folders Recommended Prerequisites None Key Topics • Introduction • Configurations • Folders and Resource Setup • Customizing Folders • Auto Starting the MCC 7500 Dispatch Console • Editing Preferences • Configuring the Toolbar • Setting Up Aux IOs • Resource Groups MCC7500 Dispatch Console Technical Training Administrators, technicians 3.5 Schaumburg, IL TBD 2 Course Synopsis: This course familiarizes participants in installation, configuration, management and repair of MCC 7500 dispatch console, Archiving Interface Servers, Aux 110 servers, and Conventional Channel gateways. The focus is on a detailed discussion of console hardware and hands-on activities with the installation and configuration of the MCC 7500 console. Course Objectives Install and configure the hardware and software components of the MCC7500 dispatch console subsystem • Perform MCC 7500 site connectivity and bandwidth management • Perform System Administrator functions using the MCC 7500 Administrator software • troubleshoot installation and configuration problems for the MCC 7500 dispatch Console Recommended Prerequisites Completion of the following courses or equivalent knowledge: • Install and configure the hardware and software components of the MCC7500 dispatch console subsystem • Perform MCC 7500 site connectivity and bandwidth management Perform System Administrator functions using the MCC 7500 Administrator software ®Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Training Plan 6-3 Section 7. Pricin. Summar In this proposal Motorola has used the pricing structure found in the Western States Contracting Alliance (WSCA) contract #02702. Motorola is pleased to provide the following equipment and services to City of Yakima. • The first option is the Kl Core configuration. • The second option is the K2 Redundant Core configuration. K1 System Pricing Equipment Cost Five -position MCC7500 Dispatch Console K1 Core $205,275.00 Implementation Cost Design, Project Management, Stage, Install, Integration, Optimization, Training, Test, Warranty 24x7, R56 $118,795.00 Total System Cost $324,070.00 Console Promotion* $25,000.00> Net System Cost $299,070.00 Spares $26,673.00 *Motorola is currently offering a trade-in price discount on competitive console systems for new MCC7500 systems. The legacy equipment at City of Yakima will qualify with five new positions at reduced price in return for delivery to Motorola of five trade-in positions. Terms are: • $5,000 reduction per console position • Orders must be received and booked by November 30, 2012 • Orders must ship by December 31, 2012 • Trade-in equipment must be returned to Motorola Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Pricing Summary 7-1 K2 Redundant System Pricing Equipment Cost Five -position MCC7500 Dispatch Console K2 Redundant Core $224,612.50 Implementation Cost Design, Project Management, Stage, Install, Integration, Optimization, Training, Test, Warranty 24x7, R56 $121,570.00 Total System Cost $346,393.50 Console Promotion* <$25,000.00> Net System Cost $321,393.50 Spares $26,673.00 *Motorola is currently offering a trade-in price discount on competitive console systems for new MCC7500 systems. The legacy equipment at City of Yakima will qualify with five new positions at reduced price in return for delivery to Motorola of five trade-in positions. Terms are: • $5,000 reduction per console position • Orders must be received and booked by November 30, 2012 • Orders must ship by December 31, 2012 • Trade-in equipment must be returned to Motorola 7.1 Payment Terms Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 1. 30% due upon contract execution; 2. 60% of the Contract Price upon shipment of equipment; 3. 5% of the Contract Price upon completion of installation; 4. 5% of the Contract Price upon final acceptance; Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Pricing Summary 7-2 Section 9. Our Commitment Motorola Solutions connects people through technology. Businesses and government agencies around the world turn to Motorola Solutions innovations when they want highly connected teams that have the information they need throughout their workdays and in the moments that matter most to them. You can find Motorola Solutions products and services in a wide range of workplaces. From the retail floor to the warehouse floor, and from the small town police station to the most secure government offices, our products support customers who make up the diverse global economy. We are proud that our products support mobile transactions of all kinds, as well as the safety and security of citizens everywhere. Our customers rely on us for the expertise, services and solutions we provide, trusting our years of invention and innovation experience. By partnering with customers and observing how our products can help in their specific industries, we are able to enhance our customers' experience every day. Motorola Solutions—An Industry Leader Motorola Solutions serves both enterprise and government customers with core markets in public safety government agencies and commercial enterprises. Our leadership in these areas includes public safety communications from infrastructure to applications and devices such as radios as well as task -specific mobile computing devices for enterprises. We produce advanced data capture devices such as barcode scanners and RFID (radio-frequency identification) products for business. We make professional and commercial two-way radios for a variety of markets, and we also bring unlicensed wireless broadband capabilities and wireless local area networks — or WLAN — to retail enterprises Pioneering New Areas of Cognitive Research As an industry leader in government and public safety, we design and develop devices including radios and the infrastructure that supports them. Our mission - critical design philosophy led to our new High Velocity Human Factors investigation, an area of cognitive research that helps us develop products for first responders by working with them in crisis situations to study their communication needs. We take what we learn in the field and bring it back to the lab to create products that will function under extreme conditions and networks that will reliably support those products. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Our Commitment 9-1 Our Focus: Our Customers Working with our global channel partner community, Motorola Solutions reaches an extensive customer base, from small businesses to Fortune 500 companies. Our focus is on developing integrated end-to-end solutions that deliver a clear return on investment, and our products empower individuals through seamless connectivity. Upon request, your Motorola account executive can provide a firm proposal tailored to meet your solution needs. ©Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page City of Yakima MCC7500 Dispatch Console June 6, 2012 Our Commitment 9-2 CERTIFICATE OF ACCEPTANCE iMICt7",0,4C11. SOL / Customer / Project Name: Yakima, City of, WA This document acknowledges Motoroia's delivery of and the customer's receipt of the performance rnilestoneoi referenced below. This agreement authorizes Motorola to bill in accordance with the terms of the contract and it indicates the customer's agreement to make payment. FNE Installation Complete Customer Representative: Date: Print Full Name. Tit le' Ce2.11-fial Sianature: Motoroia Representative: Date: , Print Full Name: ,11//t J. ..„ Title• r "b,er Ot. CL4 r Signature: VV/ Final Acceptance with no punch list items Warrant Starts fYes No Date: t..4 Customer Representative Date:7-3.; Motorola Representative: Date. Print Full Name- :*-1, */.. Print Full Name: '', Title: C 4 Signature: Signature: Milestone Acceptance Certificate doc Revision 3 March 25, 2011 BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. 4/4. For Meeting of: October 2, 2012 ITEM TITLE: Resolution authorizing Radio Console Purchase Agreement SUBMITTED BY: Wayne Wantland, Communications & Technology Manager CONTACT PERSON/TELEPHONE: Wayne Wantland, 575-6048 SUMMARY EXPLANATION: On July 2, 2012 the Council authorized the purchase, at an amount not to exceed $350,000, of a dispatch radio console to upgrade the current depreciated system and enhance public safety communications. Because this is a complex and critical project it requires a Communications System agreement between the City and the Motorola Solutions, Inc., the manufacturer. The action requested is authorization for the City Manager to sign and execute said agreement to complete the purchase and installation at a cost of $347,747.77. Resolution X Ordinance Contract: Mail to: Contract Term: Amount: Insurance Required? No Funding Source: APPROVED FOR SUBMITTAL: Other (specify) Expiration Date: Phone: City Manager STAFF RECOMMENDATION: Staff respectfully requests approval of the resolution. BOARD/COMMISSION RECOMMENDATION: ATTACHMENTS: Click to download ❑ Resolution Authorizing Signing of Motorola Agreement