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HomeMy WebLinkAbout03272 - MOTOROLA SMARTNET COMMUNICATION SYS MO5233 DOCUMENT TRACKING Page: 1 Report: One Document Detail October 2, 2007 Condition: Document NumberA3272, Document# Description Approval Date Expiration Date Closed Date A3272 Smartnet Communication System 08/04/1993 06/01/2004 Company Name: Motorola Communications ' ` Address: 1303 East Algonquin Rd.,, Schaumburg, IL 60196 U®� �0 '� 01 Phone: (800) 247-2346 C�tt�•]�•y � yd�-.� 1Group: INFO SERVICES I G Service: In File �(�, xRef: INFO SERVICES Ins. Status: A policy has Expired. Document Tracking Items: Due Completed Tracking Amount Amoyu Code Item Descrintion Date Date Date Added Paid Converted from Fastrack v6 15 data. END OF REPORT * x x x x x ear •�� 0 Motorola Communications & Electronics, Inc. - Equip &. E UIP]KENT AND SERVICES Svcs - Smartnet Comm SyS AGREEMENT AGREEMENT FOR SMARTNET COMMUNICATIONS SYSTEM M05233,_8-4-93 -93 THIS EQUIPMENT AND SERVICES AGREEMENT FOR SMARTNET COMMUNICATIONS SYSTEM (herein "Agreement" ) , is made and entered into by and between the CITY OF PALM SPRINGS, a municipal corporation (herein "City" ) , and MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC. , an Illinois corporation (herein "Contractor" ) . The parties hereto agree as follows : 1. SERVICES OF CONTRACTOR.. 1. 1 Statement of Work. In compliance with all terms and conditions of this Agreement, the Contractor shall provide those services specified in the Statement of Work attached hereto as Exhibit "A" and incorporated herein by this reference, which services may be referred to herein as the "services" or "work" hereunder. Contractor warrants that all services will be performed in a competent, professional and satisfactory manner in accordance with the standards prevalent in the industry. Contractor further warrants that all equipment provided under this Agreement shall be new and in good working condition. "Equipment" is defined as all materials and parts listed in Exhibit "B" , which is incorporated herein by reference. All packaging and packing shall be in accordance with good commercial practice in the industry. 1.2 Contractor' s Proposal . The Contractor' s proposal or bid is attached hereto as Exhibit "B" and is incorporated herein by this reference as though fully set forth herein. In the event of any inconsistency between the terms of such proposal and this Agreement, the terms of this Agreement shall govern. 1. 3 Compliance with Law. All services rendered hereunder shall be provided in accordance with all ordinances, resolutions, statutes, rules, and regulations of the city and any federal, state or local governmental agency having jurisdiction. 1.4 Licenses, Permits . Fees and Assessments . Contractor shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. Contractor shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the performance of the services required by this Agreement. 1. 5 Care of Work. The Contractor shall adopt reasonable methods during the life of the Agreement to furnish continuous protection to the work, equipment, materials, papers, documents, plans, studies and/or other components thereof to prevent losses or damages, and shall be responsible for all such damages, to persons PSIMM014061-00011.50716.3 03/26/93 or property, until acceptance of the work by City, except such losses or damages as may be caused by City' s own negligence. 1. 6 Additional Services . In accordance with the terms and conditions of this Agreement, the Contractor shall perform services in addition to those specified in the Statement of Work when directed to do so by the Contract Officer, provided that Contractor shall not be required to perform any additional services without compensation. Such services may constitute changes within the general scope of the work, including but not limited to revisions of or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. Any addition in compensation not exceeding five percent (5t) of the Contract sum may be approved by the Contract Officer. Any greater increase must be approved by the City Council . 2 . COMPENSATION. Contractor agrees to sell all of the equipment and perform the services as outlined in Exhibits "A" and "B" , and City agrees to buy the aforementioned equipment and services for the sum of ONE MILLION TWENTY-THREE DOLLARS ($1, 000, 023 . 00) , as outlined in the "Schedule of Compensation" attached hereto as Exhibit "C" and incorporated herein by this reference. The City shall make payments to Contractor as specified in the Schedule of Compensation. 3 . PERFORMANCE SCHEDULE. 3 . 1 Time of Essence. Time is of the essence in the performance of this Agreement. 3 .2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed within the time period established in the "Schedule of Performance" attached hereto as Exhibit "D" and incorporated herein by this reference. Extensions to the time period specified in the Schedule of Performance may be approved in writing by the Contract Officer. 3 .3 Force Majeure. The time period specified in the Schedule of Performance for performance of the services rendered pursuant to this Agreement shall be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Contractor, including, but not restricted to, acts of God or of the public enemy, unusually severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, material shortages beyond the parties' control,, wars, litigation, and/or acts of any j governmental agency, including the City, if the Contractor shall within ten (10) days of the commencement of such delay notify the Contracting Officer in writing of the causes of the delay. The F51\393\014094-0001\50716.3 O9/26/93 -2- Contracting Officer shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the Contracting Officer such delay is justified, and the Contracting Officer' s determination shall be final and conclusive upon the parties to this Agreement. 4 . COORDINATION OF WORK. 4 . 1 Representative of Contractor. The following principals of Contractor are hereby designated as being the principals and representatives of Contractor authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Don Mead, Project Manager. John Anderson, Contract Administrator. 4 .2 Contract Officer. The Contract Officer shall be such person as may be designated by the City Manager of City. It shall be the Contractor' s responsibility to assure that the Contract Officer is kept informed of the progress of the performance of the services and the Contractor shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. The Contract Officer shall have authority to sign all documents on behalf of the City required hereunder to carry out the terms of this Agreement. 4 . 3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Contractor, its principals and employees were a substantial inducement for the City to enter into this Agreement. Therefore, Contractor shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City, except that Contractor may assign the Agreement to one of its wholly owned subsidiaries without the prior approval of City, provided that such subsidiary shall file in a form acceptable to the City Attorney a written acceptance of the conditions hereof and an assumption of the warranties contained herein. The restriction against assignment contained herein shall not apply to the Equipment Lease - Purchase Agreement which shall be governed by its own terms (see Section 15 of Lease) . 4 .4 Independent Contractor. Neither the City nor any of its employees shall have any, control over the manner, mode or means by which Contractor, its agents or employees, perform the services required herein, except as otherwise set forth. Contractor shall perform all services required herein as an independent contractor PS1\383\0140840001\30716.3 08/26/93 -3- of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Contractor shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5 . ACCEPTANCE. 5 . 1 Acceptance Test Plan. The City will accept the work when the Equipment passes the Acceptance Test Plan (ATP) and the Performance Period Plan (PPP) both of which are attached hereto as Exhibit "E" . 5 .2 Notice of Acceptance. City shall give written notice to Contractor of its acceptance after successful testing pursuant to the Acceptance Test Plan demonstrating that the system is capable of being operational . Until delivery of such notice, Contractor shall have sole responsibility for the system and equipment, maintenance thereof, and any risk of loss or damage, except as provided in section 5 .3 , or if caused by the sole negligence of City, and City shall have no responsibility for payment except as provided in sections 5 . 3 and 5 .4 . 5 . 3 Commencement of Use. Should the City commence use of the system or any sub-system thereof for the intended purposes, other than for the express purposes of training or testing, prior to system acceptance, final payment for said system or sub-system shall be due thirty (30) days from date of commencement. The warranty or maintenance periods for such equipment put into use, unless warranty or maintenance has already begun, shall be deemed to have commenced concurrently with the use of the equipment for its intended purpose. The use of the equipment for its intended purpose shall be deemed to have occurred when the City commences to use and rely primarily on the equipment for its communications . 5 .4 Delay in Acceptance. Acceptance testing shall be performed by Contractor to the satisfaction of City within thirty (30) days following receipt by City of written notice from Contractor that the system is completed and available for such testing. Should such testing unreasonably be delayed by City beyond said period, ninety percent (90%-) of the Contract Sum shall become due sixty (60) days after the date of the initial notification by Contractor. Such payment shall not constitute acceptance of the system, and the City shall make said payment with full reservation of rights subject to final acceptance upon the performance of the test. In such event, full payment shall be made upon successful completion of the test and written acceptance of the system by City. PS1\393\0140E4-0001\30716.3 08/26/93 -4- 6 . INSURANCE, BONDS AND INDEMNIFICATION. 6 .1 Insurance. The Contractor shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, during the entire term of this Agreement including any extension thereof, the following policies of insurance: (a) Comprehensive General Liability Insurance. A policy of comprehensive general liability insurance written on a per occurrence basis in an amount not less than a combined single limit of $1, 000, 000 . 00 for bodily injury, death and property damage. (b) Worker' s Compensation Insurance. A policy of worker' s compensation insurance in such amount as will fully comply with the laws of the State of California and which shall indemnify, insure and provide legal defense for both the Contractor and the City against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by the Contractor in the course of carrying out the work or services contemplated in this Agreement. (c) Automotive Insurance. A policy of comprehensive automobile liability :insurance written on a per occurrence basis in an amount not less than either (i) bodily injury liability limits of $250, 000 . 00 per person and $500, 000 . 00 per occurrence and property damage liability limits of $100, 000 . 00 per occurrence and $250, 000 . 00 in the aggregate or (ii) combined single limit liability of $500, 000 . 00 . Said policy shall include coverage for owned, non-owned, leased and hired cars. All of the above policies of insurance shall be primary insurance and shall name the City, its officers, employees and agents as additional insureds. The insurer shall waive all rights of subrogation and contribution it may have against the City, its officers, employees and agents and their respective insurers. All of said policies of insurance shall provide that said insurance may not be amended or cancelled without providing thirty (30) days prior written notice by registered mail to the City. In the event any of said policies of insurance are cancelled, the Contractor shall, prior to the cancellation date, submit new evidence of insurance in conformance with this Section to the Contract Officer. No work or services under this Agreement shall commence until the Contractor has provided the City with Certificates of Insurance or appropriate insurance binders evidencing the above insurance coverages and said Certificates of Insurance or binders are approved by the City. The Contractor agrees that the provisions of this Section shall not be construed as limiting in any way the extent to which the Contractor may be held responsible for the payment of damages FS1\383\O14064-0OOW(Y716.3 09/26/93 -5- to any persons or property resulting from the Contractor' s activities or the activities of any person or persons for which the Contractor is otherwise responsible. In the event the Contractor subcontracts any portion of the work in compliance with Section 4 .3 of this Agreement, the contract between the Contractor and such subcontractor shall require the subcontractor to maintain the same policies of insurance that the Contractor is required to maintain pursuant to this Section. 6 .2 Performance and Payment Bonds . Concurrently with execution of this Agreement, Contractor shall deliver to City a performance bond in the sum of the amount of this Agreement and a payment bond in the sum of $250 , 000 . 00, in the forms provided by the City Clerk. The bonds shall contain the original notarized signature of an authorized officer of the surety and affixed thereto shall be a certified and current copy of his power of attorney. The bonds shall be unconditional and remain in force during the entire term of the Agreement and the performance bond shall be null and void only if the Contractor promptly and faithfully performs all terms and conditions of this Agreement and the payment bond shall be null and void only if Contractor promptly pays all persons and entities providing goods or services under this Agreement. 6 . 3 Indemnification. Contractor agrees to indemnify the City, its officers, agents and employees against, and will hold and save them and each of them harmless from, any and all actions, suits, claims, damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities, (herein "claims or liabilities") that may be asserted or claimed by any person, firm or entity arising out of or in connection with the negligent performance of the work, operations or activities of Contractor, its agents, employees, subcontractors, or invitees, provided for herein, or arising from the negligent acts or omissions of Contractor hereunder, or arising from Contractor' s negligent performance of or failure to perform any term, provision covenant or condition of this Agreement, whether or not there is concurrent passive or active negligence on the part of the City, its officers, agents or employees but excluding such claims or liabilities arising from the sole negligence or willful misconduct of the City, its officers, agents or employees, who are directly responsible to the City, and in connection therewith: (a) Contractor will defend any action or actions filed in connection with any of said claims or liabilities and will pay all costs and expenses, including legal costs and attorneys' fees incurred in connection therewith; (b) Contractor will promptly pay any judgment rendered against the City, its officers, agents or employees for any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such FS1139MO14084-0001150716.3 08/26/93 -6- work, operations or activities of Contractor hereunder; and Contractor agrees to save and hold the City, its officers, agents, and employees harmless therefrom; (c) In the event the City, its officers, agents or employees is made a party to any action or proceeding filed or prosecuted against Contractor for such damages or other claims arising out of or in connection with the negligent performance of or failure to perform the work, operation or activities of Contractor hereunder, Contractor agrees to pay to the City, its officers, agents or employees, any and all costs and expenses incurred by the City, its officers, agents or employees in such action or proceeding, including but not limited to, legal costs and attorneys' fees. (d) IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY DIRECT, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES IN AN AMOUNT IN EXCESS OF $2 , 000, 000 TO THE FULL EXTENT SUCH 14AY BE DISCLAIMED BY LAW. 6.4 Sufficiency of Insurer or Surety. Insurance or bonds required by this Agreement shall be satisfactory only if issued by companies qualified to do business in California, rated "A" or better in the most recent edition of Best Rating Guide, The Key Rating Guide or in the Federal Register, and only if they are of a financial category Class VII or better, unless such requirements are waived by the Risk Manager of the City due to unique circumstances. 7 . RECORDS AND REPORTS. 7. 1 Reports. Contractor shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services and installation of equipment required by this Agreement as the Contract Officer reasonably shall require. 7.2 Records. Contractor shall keep such books and records as shall be necessary to perform the services and supply the equipment required by this Agreement and enable the Contract Officer to evaluate the performance of such services and equipment. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 7. 3 Ownership of Documents. Subject to the requirements of Section 10. 0, all drawings, specifications, reports, records, documents and other materials prepared by Contractor, its employees, subcontractors and agents in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract officer or upon the termination FS1\383\014084-0001\50716.3 08/26/93 -7- of this Agreement, and Contractor shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights of ownership of the documents and materials hereunder. Contractor may retain copies of such documents for its own use. Contractor shall have an unrestricted right to use the concepts embodied therein. All subcontractors shall provide for assignment to City of any documents or materials prepared by them, and in the: event Contractor fails to secure such assignment, Contractor shall indemnify City for all damages suffered thereby. 7.4 Release of Documents . The drawings, specifications, reports, records, documents and other materials prepared by Contractor in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8 . ENFORCEMENT OF AGREEMENT. 8 . 1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Contractor covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8 .2 Disputes . In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefor. The injured party shall continue performing its obligations hereunder as long as the injuring party commences to cure such default within ten (10) days of service of such notice and completes the cure of such default within forty-five (45) days of service of the notice, or such longer period as may be permitted by the Contract Officer; provided that if the default; is an immediate danger to the health, safety and general welfare, the City may take such immediate action as the City deems warranted. Compliance with the provisions of this Section shall be a condition precedent to termination of this Agreement for cause and to any legal action, and such compliance shall not be a waiver of any party' s right to take legal action in the event that the dispute is not cured, provided that nothing herein shall limit City' s right to terminate this Agreement without cause pursuant to Section 8 . 8 . 8 .3 Retention of Funds . City may withhold from any monies payable to Contractor sufficient funds to compensate City for any losses, costs, liabilities or damages suffered by City due to the default of Contractor in the performance of the services required by this Agreement. F81\383\014084-"100716.3 09/26/93 -$- 8 .4 Waiver. No delay or omission in the exercise of any right or remedy by a nond,efaulting party on any default shall impair such right or remedy or be construed as a waiver. City' s consent or approval of any act by Contractor requiring City' s consent or approval of any act by Contractor shall not be deemed to waive or render unnecessary City' s consent to or approval of any subsequent act of Contractor. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement . 8 . 5 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of! any other rights or remedies for the same default or any other default by the other party. 8 . 6 Legal Action. In addition to any other rights or remedies, either party may Make legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain declaratory or injunctive relief, or to obtain any other remedy consistent with the purposes of this Agreement . 8 . 7 Liquidated Damages . Since the determination of actual damages for any delay in performance of this Agreement would be extremely difficult or impracticable to determine in the event of a breach of this Agreement, the Contractor shall be liable for and shall pay to the City, as liquidated damages, the sum of Two Hundred Fifty Dollars ($250 . 00) multiplied by the total of number of working days between the date that is one hundred sixty-five (165) days after City provides Contractor with a notice to proceed and the date City accepts the work to be performed by Contractor hereunder pursuant to Section 5 of this Agreement; provided that, however, the total amount of such liquidated damages shall not exceed Seven Thousand Five Hundred Dollars ($7, 500 .00) in the aggregate. The City may withhold from any monies payable on account of services performed by the Contractor any accrued liquidated damages. 8 . 8 Termination Prior to Expiration of Term. This Section shall govern any termination of this Agreement except as specifically provided in the following Section for termination for cause. The City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days' written notice to Contractor, except that where termination is due to the fault of the Contractor, the period of notice may be such shorter time as may be determined by the Contract Officer. Upon receipt of any notice of termination, Contractor shall immediately cease all services hereunder except such may be specifically approved by the Contract Officer. Contractor shall be entitled to compensation for P51\3131014094-"1150716.3 O8/26193 -9- all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter in accordance with the Schedule of Compensation (Exhibit "C") or such as may be approved by the Contract Officer, except as provided in Section 8 .3 . 8 . 9 Termination for Default of Contractor. If termination is due to the failure of the Contractor to fulfill its obligations under this Agreement, City may, after compliance with the provisions of Section 8 .2 , take over the work and prosecute the same to completion by contract or otherwise, and the Contractor shall be liable to the extent that the total cost for completion of the services required hereunder exceeds the compensation herein stipulated (provided that the City shall use reasonable efforts to mitigate such damages) , and City may withhold any payments to the Contractor for the purpose of setoff or partial payment of the amounts owed the City as previously stated. 8 . 10 Delays by City. If the City is responsible for delays which cause the installation and acceptance of this system as defined in the Agreement to be rescheduled beyond the time established in the Schedule of Performance (Exhibit "E" ) , the City shall be liable for actual costs incurred by Contractor resulting from these delays . Such charges may include, but are not limited to, additional engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges . The City shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. 8 . 11 Attorneys' Fees . If either party commences an action against the other party arising out of or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 9 . WARRANTIES. 9 . 1 General Warranty. Contractor represents and warrants that all products, firmware, and items delivered under this Agreement conform in design, materials, and workmanship to the appropriate Motorola Technical Specifications and the standards of the industry. Contractor further warrants that their products, firmware, and other items will interact according to the specifications contained in Exhibit "B" . Contractor warrants and represents that it is responsible for constructing and providing a complete working system to meet the requirements of the specifications contained in Exhibits "A" and "B" . By executing this Agreement, Contractor warrants that Contractor (a) has thoroughly investigated and, considered the work to be performed, (b) has carefully considered how the work should be performed, and (c) fully understands the facilities, difficulties and restrictions attending performance of the; work under this Agreement. Should the Contractor discovery any latent or unknown conditions materially FS11393\014064-0001150716.3 08/26/93 -1 0- differing from those inherent in the work or as represented by the City, Contractor shall immediately inform the City of such fact and shall not proceed except at Contractor' s risk until written instructions are received from the Contract Officer. 9 .2 Hardware Warranty. Motorola radio communications products (including firmware) are warranted to be free from defects in material and workmanship for a period of One (1) year, except for crystal devices, channel elements, high stability oscillators (other than reference oscillators used for frequency synthesis which are warranted for one (1) year) and crystal filters, which are warranted for a period of ten (10) years from the date of acceptance. Parts, including crystals and channel elements, will be replaced free of charge for the full warranty period. This express warranty is extended by Motorola Communications and Electronics, Inc. , 1301 E. Algonquin Road, Schaumburg, Illinois 60196, to the original purchaser only, and only to those purchasing for purpose of leasing or solely for commercial, industrial, or governmental use. 9 .3 Software WarranLy. The warranty for Software shall be governed by the separate software license agreement set forth in Section 10. 0 . 9 .4 Repair or RelLace. In the event of a defect, malfunction or failure to conform to specifications established by Contractor, or if appropriate, to specifications accepted by Contractor, in writing, during the period shown, Contractor, at its option, will either repair or replace the product. The warranty is void if : (a) The product is used in other than its normal and customary manner; (b) The product has been subject to misuse, accident, neglect or damage; or (c) Unauthorized alterations or repairs have been made, or unapproved parts used in the equipment. 9 . 5 Limitation. Non-Motorola manufactured products are excluded from the foregoing warranties, but are subject to the warranty provided by their manufacturers, a copy of which will be supplied to the City on specific written request. Such warranty shall provide no less coverage than Contractor' s warranty expressed herein. In order to obtain parts and service under the terms of this warranty, the City must contact Contractor' s salesperson or Contractor at the address set forth in Section 17.1 attention Quality Assurance Department. FS113E3\0140W00011.50716.3 08/26/93 ! • 9 . 6 Express Warranty. THE EXPRESS WARRANTIES CONTAINED IN THIS SECTION OF THIS AGRE124ENT ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WHICH ARE SPECIFICALLY EXCLUDED INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN AN AMOUNT IN EXCESS OF $2, 000, 000 TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. 10. SOFTWARE LICENSE AND WARRANTY. Contractor will, in the course of the transaction for the items of equipment as defined and set forth in Exhibit "B, " deliver to City, on a licensed basis, one or more computer programs which run on processors, included in Exhibit "B", including, without limitation, a revised substitute for a delivered program and documentation related to each program pursuant to the terms of the License Agreement attached hereto as Exhibit "E" . Contractor may deliver a program to Contractor in a variety of mediums including, without limitation, an encoded machine executable form using media such as magnetic disk, diskette or tape or in a computer chip form. 11. PATENT INDEMNIFICATION. Contractor agrees to defend, at its expense, any suits against City based upon a claim that any product, other than Product Programs, furnished hereunder directly infringes a U.S. patent or copyright, and to pay costs and damages finally awarded in any such suit, provided that Contractor is notified promptly in writing and at Contractor's request and expense is given control of said suit and all requested assistance for defense of same. If the use or sale of any such product(s) furnished hereunder is enjoined as a result of such suit, Contractor, at its option and at no expense to City, shall obtain the right to use or sell said product(s) or shall substitute an equivalent product or products reasonably acceptable to City and extend this indemnity thereto. This indemnity does not extend to any suit based upon any infringement or alleged infringement of any patent or copyright by the combination of any product(s) furnished by Contractor and other elements nor does not extend to any product(s) of City's design or formula. 12 . DISCLAIMER OF PATENT LICENSE. Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Contractor, except that City shall have the normal non-exclusive royalty-free Fe11383\014081-0OOlW16.3 08R6193 -12- license to use that is implied, or otherwise arises by operation of law, in the sale of a product . 13 . LICENSES/AUTHORIZATIONS. The City is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission (FCC) and for complying with FCC rules . Neither Contractor nor any of its employees is an agent or representative of the City in FCC matters or otherwise. Contractor, however, may assist in the preparation of the license application at no charge to the City. City acknowledges that project implementation is predicated on receipt of proper FCC licensing. 14 . EQUIPMENT COMPATIBILITY. Contractor covenants and agrees that the Equipment will perform in accordance with the specifications and representations stated in Contractor' s Proposal and Equipment List included in this Agreement at Exhibit "B" . This Agreement does not extend to the performance of the Equipment as a part of a larger system when combined with products, elements or components not supplied by Contractor. 15 . CITY OFFICERS AND EMPLOYEES : NON-DISCRIMINATION. 15 . 1 Non-Liability of City Officers and Employees . No officer or employee of the City shall be personally liable to the Contractor, or any successor in interest, in the event of any default or breach by the City or for any amount which may become due to the Contractor or to its successor, or for breach of any obligation of the terms of this Agreement . 15 .2 Conflict of Interest . No officer or employee of the City shall have any personal interest, direct or indirect, in this Agreement nor shall any such officer or employee participate in any decision relating to the Agreement which affects his or her personal interest or the interest of any corporation, partnership or association in which he or she is, directly or indirectly, interested, in violation of any State statute or regulation. The Contractor warrants that it has not paid or given and will not pay or give any third party any money or other consideration for obtaining this Agreement. 15 .3 Covenant Against Discrimination. Contractor covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race,, color, creed, religion, sex, marital status, national origin, or ancestry in the performance of this FS1\383\014094-0001\50716.3 O9/26193 -1 3- Agreement . Contractor shall take affirmative action to insure that applicants are employed and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 16 . CONFIDENTIAL INFORMATION. Contractor proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked MOTOROLA PROPRIETARY and CONFIDENTIAL will be released as necessary under the following conditions : (a) City shall exercise reasonable and prudent measures to keep these: items in confidence. (b) Except as otherwise provided herein, City shall not disclose these items to third parties without prior written permission, unless Contractor makes them public or City learns them rightfully from sources independent of Contractor, or City is required by law to disclose such information. (c) Contractor, where necessary, retains the right to prescribe specific security measures for the City to follow to maintain confidentiality. (d) Nothing herein shall be construed to prevent the City' s lawful compliance with the California Public Records Act, Government Code Sections 6250 et . seq. In the event that the City receives a valid request for disclosure, the City shall maintain the confidentiality of the material and information in so far as legally justifiable. In the event any legal action arises over City' s failure to make such records available, pursuant to the instructions of Contractor, Contractor shall pay all legal costs, including attorney fees, incurred in such action. 17 . MISCELLANEOUS PROVISIONS . 17. 1 Notice Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated at the time personally delivered or in seventy-two (72) hours from the time of mailing if mailed as provided in this Section. PS1\303\0140E40001\50716.3 09/26/93 -14- To City: City of Palm Springs P. O. Box 2743 3200 E. Tahquitz Canyon Way Palm Springs, CA 92263 Attention: City Manager and Contract Officer Copy to: Rutan & Tucker P. 0. Box 1950 611 Anton Boulevard, Suite 1400 Costa Mesa, California 92628-1950 Attention: David J. Aleshire, Esq. To Contractor: Motorola Communications and :Electronics, Inc. 1301 :East Algonquin Road, SH-4 Schaumburg, Illinois 60196 Attention: Contract Administration Department 17.2 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of this Agreement or any other rule of construction which might otherwise apply. The law of the State of California shall govern this Agreement . 17 .3 Integration; Amendment. This Agreement and Exhibits thereto contain all of the agreements of the parties hereto. In case of conflict between the terms and language of this agreement and that of the Exhibits thereto, the term and language of this Agreement shall control . This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 17.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by a valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement which are hereby declared as severable and shall be interpreted to carry out the intent of the parties hereunder. 17.5 Waiver. Failure or delay on the part of Contractor or City to exercise right or power hereunder shall not operate as a waiver thereof . 17 . 6 Headings and Section References. The headings given to the paragraphs herein are inserted only for convenience and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. P51\393\0140M-0001\50716.3 08/26/93 17 . 7 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed and entered into this Agreement as of the da.te stated below for execution by the Mayor. ATTEST CIT OF PALM SPRINGS, a municipal corp ration BY L� " By. Cityy✓Clerk ,I�lc r� City ager APPROVED AS TO FORM: RUTAN & TUCKER APPROVED PYTHE CITY COU1 121, By: =2n�,44-L12 D vid - Aleshire B°� (� �3J Q�1 City � Attorney IT 3,3 -7,)_, CONTRACTOR: MOTOROLA_ COMMUNICATIONS AND ALL-PURPOSE ACKNOWLEDGMENT No 5179 f State r►v CAPACITY CLAIMED BY SIGNER Tr County of �a o •r� � G } ❑ INDIVIDUAL � Iv) 1 ' (0'1) hj Cl f_ 43 ❑ CORPORATE 0) On OATS beforeme,_ a/NAJ /- A,o JdEC.k. - Ate, a) NAME,TITLE OF OFFICER-E.G.,'JANE DOE,NOTARY PUBLIC' OFFICER(S)f) TITLE 9 )1 ) / personal) appeared rn - T Tt ^r" Jar ❑ PARTNER(S) ❑ LIMITED Iaj ,� NAME(S)OF SIGNERS) ❑ GENERAL ( personally known to me 1 it he ba5i ❑ ATTORNEY-IN-FACT t° to be the person(s) whose name(s) t/are ❑ TRUSTEE(s) rr subscribed to the within instrument and ❑ GUARDIAN/CONSERVATOR / rrryyy Y� acknowledged to me that tti /they Lp OTHER: r� fr executed the same in -islW*W/their / ` f YP. - j nt . �1r �� authorized capacity(ies), and that by �n -hir,�s Aheir signature(s) on the instrument 0 the person(s), or the entity upon behalf of SIGNER IS REPRESENTING: f0� AHH HORNBBtK V which the person(s) acted, executed the NAME OF PERSON(S)OR ENTITY(IES) !! Com.#9899C6 �+ NOTARY PUBLIC-CALIFORNIA � instrument. a0fnre/sA-f67 � c, . d Af/Canm Fxpka b1a.3J.19BT �I Witness my hand a�d official seal. N SIGNATURE OF NOTARY /I (h ATTENTION NOTARY:Although the information requested below is OPTIONAL,it could prevent fraudulent attachment of this certificate to an unauthorized document. r,'1 (<° THIS CERTIFICATE Title or Type of Document MUST BE ATTACHED o TO THE DOCUMENT Number of Pages /4 , Date of Document jof JgFF: 1 DESCRIBED AT RIGHT: Q v ✓ b 4 Signer(s) Other than Named A7 ove i 01992 NATIONAL NOTARY ASSOCIATION n99a Rcmmor A„o on 1. 'A ,..,,,,, COMMUNICATIONS SYSTEM AGREEMENT LIST OF EXHIBIT'S DESCRIPTION Exhibit A Statement of Work Exhibit B Contractor Proposal and Equipment List Exhibit C Schedule of Compensation Exhibit D Schedule of Performance Exhibit E License Agreement Exhibit F Cutover Plan Exhibit G System Acceptance Test Plan (ATP)/ Performance Period Plan (PPP) -1- Exhibit A Statement of Work 1. MOTOROLA RESPONSIBILITIES. 1.1 Statement of Work. MOTOROLA shall provide all of the equipment as outlined in Exhibit B, Equipment List, and installation for those items purchased for an 800 Mhz trunked communications system to be provided to the CITY. The system to be installed will include the prescribed number of installed and non-installed radios, computer hardware and software, CRT consoles for the dispatch positions to be installed in the CITY's facility, to control the system over the microwave system, base stations including antenna and isolator and cavity duplexer and cable (as needed) to be installed in CITY's facility. 1.2 System Responsibility. MOTOROLA shall assume full responsibility for the delivery, installation and performance of the 800 Mhz trunked system supplied. This responsibility expressly includes the addition of any equipment, materials, engineering, and installation not proposed or included in Exhibit B, but which may be required to establish a fully operational 800 Mhz trunked system consistent with the performance requirements as detailed in Exhibit B. MOTOROLA shall assist in the preparation of all FCC license applications. MOTOROLA further guarantees that the system proposed is suitable for the intended purpose as a public safety communications system for the CITY. 1.3 Site Selection. This Agreement is predicated upon the utilization of sites selected by the parties and are identified as Edom Hill (primary) and the Police department (back-up). Motorola has investigated the coverage characteristics of the primary site (Edom Hill) and guarantees the required coverage. Should it be determined by either party during the term of this Agreement that the sites selected are no longer available or desired, new or replacement sites will be jointly selected by the parties whenever possible. If the parties cannot jointly agree on a particular site, then the final decision shall rest solely with the CITY. If any additional equipment and/or site preparation is necessary as a result of these new or different sites in order to maintain the same performance criteria as agreed herein, such additional costs or decrease in costs will be negotiated by the parties and added to this Agreement. 1.4 Coveraee. MOTOROLA has guaranteed coverage in accordance with the CITY'S requirements as identified in Request For Proposal's (RFP's) for contract number 8-93 for "800 Mhz Radio System" issued March 25, 1993 and all following addendums. 1.5 Removal of Existing_ui ment. MOTOROLA shall remove existing communications system equipment as may be required as part of their responsibilities under this Agreement. Such removal shall be included in the cost of installation of the new equipment and such removal shall be at no additional cost to the CITY. 1.6 Standards of Work. MOTOROLA warrants that al]1 equipment provided under this Agreement shall be new and in good working condition. All packaging and packing shall be in accordance with good commercial practice. 2. SYSTEM ACCEPTANCE. 2.1 Cutover Plan. The cutover plan delineating the procedures for the change-over from the existing system to the new system is included in this Agreement as Exhibit F. Any changes to the cutover plan will be made by MOTOROLA and are subject to prior written approval by the CITY. 2.2 Title. Title to the equipment shall pass to the CITY upon delivery to F.O.B. Point of Destination. Risk of loss or damage to the equipment shall be borne by MOTOROLA until installation, issue or acceptance of the: equipment. 3. TRAINING PLAN. MOTOROLA will provide a training plan thirty (30) days prior to commencement of training (3rd Month). The schedule will conform to the normal work schedule of CITY personnel to be trained. The CITY will have fifteen (15) days to accept, accept with exception or reject the plan. In the event the CITY accepts with exception or rejects the plan, the CITY shall provide specifics and MOTOROLA shall provide a revised plan containing the CITY's recommendations within fifteen (15) days. 4. CITY FACILITIES ACCESS. 4.1 Access. The CITY shall provide ingress and egress to CITY's facilities as requested by MOTOROLA and have its facilities available for installation of the equipment to be installed. Such installation shall occur during the hours that those facilities are normally open and staffed. If MOTOROLA desires access to the facilities at other than normal hours, it shall give the CITY seven (7) days notice. The CITY agrees to use its best efforts to facilitate MOTOROLA's access to its facilities. 4.2 Telephone Lines. The CITY shall provide adequate telephone lines for the equipment installation and operation, where applicable. MOTOROLA shall be responsible for providing the CITY with the specifications of the lines it requires, and shall notify the CITY thirty (30) days prior to the time that they are needed. 4.3 Storage. The CITY shall provide a secure storage area convenient to the installation site(s) for storage of MOTOROLA's equipment prior to installation. Such storage areas shall be available at least fifteen (15) but no more than thirty (30) days prior to scheduled installation. However, MOTOROLA shall be solely responsible for any loss or damage to any equipment prior to acceptance of that equipment by the CITY unless the equipment is installed in vehicles, radios issued to CITY, or unless equipment is installed on CITY-owned property. The CITY shall have no responsibility for storage at leased sites. Proposed Statement of Work (SOW) for The City Of Palm Springs (CPS) 800 )%IHz Trunked System EXHIBIT B Chapter 1. Purpose of Statement of Work Motorola is assembling this document, called Statement of Work (SOW), which is a formalized document, to summarize the contract deliverables for the Infrastructure systems contract. It contains information contained in the System Design, Equipment Lists, various Drawings, Task Table, Time Schedule,Implementation, and other such pertinent information as may be determined relevant to the Project. It is the intent of Motorola that this document be a negotiated document representing the most current understanding of the system design, operation and architecture. Changes to this document will be made by formal request by either party and approved by the other. An amendment process will be agreed to. The SOW will express project deliverables in a Form,Fit and Functional basis. The SOW will document how the equipment will be configured, what equipment will be supplied, and what user and system features are included with the system. The SOW will also express the actual work involved for installation, what installation standards will be followed, and what the supplier is to take responsibility for in the completion of the contract. Lastly, it will also define the design approach taken in key subsystem areas that require unique design solutions with the use of existing off-the-shelf equipment. The SOW is not a document that addresses the entire detailed system design. It is also not a document that is used to provide information to user groups on key operating parameters which could impact future user loading and system growth objectives. It is also not a vehicle to provide early service manual information that would normally be provided during the latter course of the project schedule as part of the as-built information and system documentation. PAGE I of 22 EX:HIBIT B - REV. 2 08/23/93 • • The descriptions contained herein during the composing phase of the SOW may represent information that is not yet within public domain of released information and as a result Motorola requests that all information be treated as Proprietary and Confidential until final release of this SOW has been made. After release of the SOW, all contents within it will become public domain, i.e., Proprietary and Confidential material thereafter will continue to be marked as such and proper handling must conform to the Confidentiality Agreement to be signed by both organizations. SOW Amendment Procedure: SOW revisions will be made by changes resulting from system changes or documentation updates which will follow a Change Request (CR) Process: Step 1: A CR will identify the contract change(s). Each CR will contain a new section explaining the changes to the SOW document. Step 2: Motorola will identify and produce the new page revisions to the SOW. Page dates,page numbers, text and appropriate figures will be modified. Modifications to pages will be marked with an appropriate symbol at the beginning of the text change and again with a different symbol at the end of the text change. Included with the page changes will be a revision record sheet showing the history of the changes to the SOW by CR and the pages that have been modified. Step 3: The SOW page revisions will be distributed to CPS with an attached cover letter identifying the CR(s) involved. Step 4: A decision will be made to determine whether additional equipment, modification of the time line, or services will be required in order to implement the Change Request (CR). Step 5: Approval for any additional expenditures will be obtained by CPS prior to the commencement of any additional work or ordering of equipment as a result of the Change Request. Step 6: CPS will officially notify Motorola of approval of the Change Request and provide "Notice to Proceed" with the changes. Step 7: Motorola will proceed with all due diligence to incorporate the changes approved to the contract. PAGE 2 of 22 EXHIBIT B - REV. 2 08/23/93 CPS CHANGE REQUEST FORM Requester I.D. # Title, Phone# of Requester Description of Request Equipment Required Time Line Modification Additional Services Required Justification Dollar Value, Equipment Services Approvals: Engineer Sales Motorola Project Manager CPS Project Manager PAGE 3 of 22 EXHIBIT B - REV. 2 08/23/93 Chapter 2. System Design and Implementation 1. GENERAL REQUIREMENTS: All work shall be performed in a good workmanship manner consistent with high quality conunercial practice and in accordance with Motorola's "Quality Standards". Motorola will exercise that care and diligence generally associated with the design and implementation of the best quality Public Safety Land Mobile Communications systems. This care and diligence shall be applied to all phases of the work. Not withstanding the materials and equipment list contained herein, CPS will furnish all necessary mounting hardware,peripheral equipment, fasteners, fixtures, cabling, connectors, and other equipment and hardware necessary to install the Motorola supplied equipment except where such portions of the system is to be supplied by Motorola,per agreement. Detailed equipment and software specifications and system layouts will be included as attachments (at a later date)to this Statement of Work(SOW). These attachments provided by Motorola and others, may be technical product sheets, special narratives, printed brochures or other printed matter which clearly delineate all the technical parameters which fully describe the form, fit, function, facility impact,power requirements and interface requirements of all the equipment, software and subsystems comprising the 800 MHz Radio Communications System(RCS). 1.1 MOTOROLA RESPONSIBILITIES: Motorola will supply the equipment in accordance with negotiated tasks to implement the trunked radio subsystem for the 800 MHz System. All Motorola provided equipment used in the system will be designed and manufactured to meet or exceed the minimum technical standards required for operation in the 800 MHz environment and APCO requirements. CPS supplied microwave system has been tested and aligned on an end to end basis by the microwave vendor, with Motorola responsibility extending only to established demarcation points on each end or drop. Microwave equipment supplied by Motorola (Cards, if required) will be tested prior to installation. Post install optimization of the Microwave system will be limited to the equipment provided by Motorola. PAGE 4 of 22 EXHIBIT B - REV. 2 08/23/93 ! 0 1.2 SUBSTITUTE EQUIPMENT.- Motorola has, or will, identify in the; attachment to this Statement of Work, all equipment required to implement the delineated system. If CPS desires to supply substitute equipment, such equipment must be approved by Motorola as being compatible with the overall system design. 1.3 STANDARDS OF WORK.- All equipment provided for each site and the installation techniques used by CPS for that equipment will protect the system against earthquake damage and shall comply with the Uniform Building Code (UBC),Motorola Quality Standard-FNE Installation, National Electric Code (1990) and all other applicable codes and ordinances. Equipment such as, but not limited to batteries at Edom Hill, telephone system, main power and back-up power at the police station, etc.) 1.4 SYSTEM AND EQUIPMENT LAYOUT: All fixed-radio, dispatch center, mobile and portable radio equipment is delineated on a site by site basis on the itemized equipment lists in attachments to this SOW or previously supplied. The specific layout of fixed equipment within each facility will be provided by Motorola on a site by site basis to include implementation practices and will require both CPS's and Motorola's approval prior to actual installation. 1.5 SYSTEM IMPLEMENTATION: This system implementation includes system engineering, equipment manufacture, staging, equipment delivery, system integration, system project management and performance verification. 1.7 EXISTING CPS OWNED EQUIPMENT: CPS may identify existing hardware, owned by the customer, to be used within the RCS. Motorola will use that hardware to the maximum extent possible; however, where existing hardware cannot be used and new hardware is recommended, Motorola will provide full technical justification and await CPS approval before such equipment is procured. 1.8 RADIO COVERAGE: Currently, Motorola and CPS have identified candidate sites for the implementation of the 800 MHz System. Appropriate coverage prediction maps have been provided as an attachment to this statement of work. Discussion of intended coverage will be discussed in that and other attachments. 1.9 MICROWAVE: If required,Motorola will supply the channel multiplex cards (6) required to support the microwave link form Edom Hill to the Police Dispatch. PAGE 5 of 22 EXHIBIT B - REV. 2 08/23/93 I.IO INTERFACES: Motorola will provide a demarcation point at the back plane of the channel banks/Mux shelves. Motorola will provide CPS with our recommended grounding procedures for each site. Motorola will install a grounding system for the radio equipment located in the Edom Hill site. CPS provided AC outlets will be three prong grounded receptacles providing dedicated 115 - VAC, 60 - Hz 15 or 20 amp service. PAGE 6 of 22 EXHIBIT B - REV. 2 08/23/93 1.11 CPS RESPONSIBILITIES a. Provide all Electrical Power to equipment locations so as not to require extension cords to make any Motorola supplied equipment functional. b. Provide technical infonnation on existing systems to facilitate interface into new system. C. Dial-up and/or dedicated telephone lines at Edom Hill facility. d. Provide phone lines or hard wire for the trunk system at police station. Also circuits needed to run from the microwave location to the CEB. e. Provide a PC, modems, and communications software to run the System Manager Software. f. Provide all control and base stations for all the channels to the included in the system that are not part of the trunk system. i.e.: CHP, Clemars, etc. PAGE 7 of 22 EXHIBIT B - REV. 2 08/23/93 2. SYSTEM DESCRIPTION: 2.1 OVERVIEW: The systems and sub-systems provided in this agreement are configured from the components described in this section. Specific configurations will be described in attaclunents to this SOW. 2.2 TRUNKED SYSTEMS: A one site, five channel trunked system is to be installed at Edom Hill. The Prime Site will interface with the City's Microwave system to communicate with the dispatch center. 2.3 BACK-UP SITES: A five channel trunked back-up system is to be installed at the police department. The back-up site will interface to the system via city supplied phone lines. 2.4 SYSTEM MANAGER: System Manager software has been included in the proposed system. 2.S CONSOLE SYSTEMS: A new CRT Centracom II Plus compatible with trunking operation has been proposed. Program Management will provided overview support to CPS personnel during the installation period. Installation, optimization and testing of electronic equipment will be performed by Motorola. Furniture for the Dispatch Center is manufactured by Skaggs. The furniture will be installed by Motorola following the manufacturer guidelines and Motorola's Quality Standards. PAGE 8 of 22 EXHIBIT B - REV. 2 08/23/93 2.6 HARDWARE: 2.6.1 BASE STATION REPEATERS: All Base Station Repeaters used throughout the system will be Motorola MSF5000 series stations. Specific configuration for each site type is shown on the attached equipment list. 2.6.2 CONSOLES: Motorola's CENTRACOM Series II Plus equipment will be used. The specific furniture layout and configuration, designed by CPS, is shown in the proposed equipment list. 2.6.3 MOBILE RADIOS AND CONTROL STATIONS Quantities and Model numbers of Mobile Radios are reflected in the current equipment list. 2.6.4 PORTABLE RADIOS: Quantities and Model numbers of Portable Radios are reflected in the current equipment list. 2.6.5 MOTORCYCLE RADIOS : Quantities and Model numbers of Motorcycle Radios are reflected in the current equipment list. 2.6.6 BASE STATIONS Quantities and Model numbers of Base Stations are reflected in the current equipment list. 2.6.7 ELECTRONIC RACKS: Base stations, Repeaters and Central Controllers will be mounted in cabinets or racks designed for the product. Repeaters will be mounted in a configuration which stacks the cabinet mounted repeaters two high, and each group of two back to back, (where applicable) thus doubling the density of the installed repeaters. All other site equipment will be mounted in 19 inch, self supporting equipment racks. PAGE 9 of 22 EXHIBIT B - REV. 2 08/23/93 3. EQUIPMENT REQUIREMENTS: 3.1 TECHNICAL REQUIREMENTS: All equipment furnished for all subsystems will meet or exceed all FCC requirements, the technical requirements delineated by the Agreement (Contract), and this SOW and will be designed, manufactured, tested and adjusted with the care and diligence generally applied to highly,reliable public safety communications systems. PAGE 10 of 22 EXHIBIT B - REV. 2 08/23/93 0 4. SYSTEM AND EQUIPMENT INSTALLATION: 4.1 GENERAL: Motorola will perform all work and Masks as negotiated to engineer, furnish, and optimize the CPS 800 Mhz radio system. 4.1.1 REQUIRED TASKS: An overview of the tasks include; 1. Delivery of all equipment,Materials and supplies to the staging locations. 2. The providing of all qualified personnel to prosecute the work as offered. 3. Programming of all required fixed-end equipment. 4. System Factory staging and connectorization of site equipment at the Schaumburg, Illinois Staging Facility. This task is intended to facilitate efficient on-site installation, and is considered part of the system or sub-system acceptance test. 5. On-site Optimization/integration of all defined sub-systems and major components. 6. Project Management 7. Such other tasks as may be negotiated into the contract. 4.1.2 CONDITIONS: Equipment provided in this SOW will be installed by the Motorola Personnel. Removals and/or installations will also be performed by Motorola. Motorola and its subcontractors will coordinate with CPS, all site access requirements 48 hours prior to commencing with the above mentioned work at all sites. Motorola will use care and diligence in configuring all site equipment to provide the most efficient site installation. However, CPS will delineate which equipment locations and facility space can be used. PAGE 11 of 22 EXHIBIT B - REV. 2 08/23/93 4.1.3 INSTALLATION TASKS: All applicable work and procedures will conform to the standards set forth in Motorola National Service publication number R56, Quality Standards - FNE Installations. 4.1.3.2 SMARTNET INSTALLATION: All installation services are to be performed by Motorola. 4.1.4 NETWORK INTEGRATIONISYSTEM OPTIMIZATION TASKS: For the purpose of this document, it is assumed that the terms 'Network Integration' and 'System Optimization are synonymous. The term'optimized' will be used to define the desired final status of a local site. 4.1.4.1 GENERAL NETWORK INTEGRATION TASKS: Network Integration for all systems will include the following tasks; 1. Install all required hardware and/or software. 2. Install, verify, and document all Product Service Directives (PSD's) as required. 3. histall and verify all required board jumpers as required. 4. Verify and document the proper configuration and interconnection of all site components and interfaces. 5. Verify CPS's and/or MotoroWs testing of all Telco and/or microwave circuits. 6. Verify CPS test of all base stations, not included in this list, that will interface with the Console. 7. Verify that customer supplied backup AC power systems (as Available) conform to published Motorola equipment specifications. 8. Review the adjustment and documentation of all local audio, DC, and RF levels per manual as required (up to CPS equipment demarcation point). 9. Work with CPS as required to adjust and document all end-to-end audio and signal levels (were applicable) per manual(up to customer equipment demarcation point). 10. Verify all system features and parameters to the satisfaction of CPS. PAGE 12 of 22 EXHIBIT B - REV. 2 08/23/93 4.1.4.2.1 CENTRAL CONTROLLER INTEGRATION: hl addition to the General Tasks previously described, the following Network Integration tasks shall be performed for SMARTNET Central Controllers. 1. Verify card cage configurations are correct. 2. Test and verify all required interfaces (repeater,Telco, Modem, etc.). 3. Adjust and document all levels per manual (up to customer demarcation point). 4. Test manual operation of each board. 5. Test all boards under control of system software. 6. Test Central channel selections. 7. Test voice channel selections. 8. Test call processing. 9. Test manual reset function. 10. Verify Failsoft operation. 11. Test automatic reset function. 12. Test customer software options (including Fleet Map if required). 13. Test all switch over functions in the redundant controller configuration. 4.1.4.2.2 REPEATER INTEGRATION: hi addition to the General Tasks previously described, the following Network Integration tasks shall be performed for SMARTNET trmrked repeaters; 1. Test repeater functions. 2. Set and document repeater levels (audio, RF, and control). 3. Test call processing. 4. Test Failsoft operation. 5. Test Control Channel operation. PAGE 13 of 22 EXHIBIT B - REV. 2 08/23/93 0 0 4.1.4.2.3 INTEGRATION OF OTMSR EQUIPMENT: hi addition to the General Tasks previously described, the following Network Integration tasks shall be performed for the described equipment associated with the SMARTNET trunked system. MODEMS/CHANNEL BANK EQUIPMENT: CPS will insure the functional operation of the Customer supplied microwave. Channel cards (6) supplied by Motorola will be the responsibility of Motorola. PAGE 14 of 22 EXHIBIT B - REV. 2 08/23/93 4.1.4.3 CENTRACOM SERIES 11 CONSOLE NETWORK INTEGRATION: hi addition to the General Tasks previously described, the following Network Integration tasks shall be performed for CENTRACOM Series II Plus console systems; 4.1.4.3.1 CENTRAL ELECTRONICS BANK: 1. Test all new CEB interfaces for proper performance. 2. Test and document all CEB diagnostics. 3. Test all new console options at CEB. 4. Verify all new punch block assignments and cross connects. 5. Verify all CPS tests and operation of CPS's control and base stations. 4.1.4.3.2 OPERATOR POSITIONS: 1. Test all,operator position interfaces for proper performance. 2. Test and document all operator diagnostics. 3. Test all console options at operator positions. 4.1.5 IMPLEMENTATION SUPERVISION: To directly support the City Of Pahn Springs Police Department 800 MHz Smartnet System, a Project Manager will be assigned to coordinate, manage and direct the implementation stage of the project. The Project Manager will provide on-site coordination to Motorola and CPS personnel during the entire system implementation process. Specifically, the Project Manager will be responsible for; • Assisting CPS in conducting a complete inventory of all received equipment to ensure complete delivery . • Inspecting the physical condition of all hardware to ensure that none has been damaged during shipment. • Ensuring that all site preparation is complete and that all sub-systems that may be supplied by other vendors are operational and accepted by CPS, prior to the Customer installing Motorola provided equipment on-site. • Obtaining customer sign-off acceptance for the completed installation of each site. • Verifying that a given sub-system has been properly optimized and is ready for acceptance testing. PAGE 15 of 22 EXHIBIT B - REV. 2 08/23/93 • Keeping the CPS Prograrn Manager appraised of current project implementation status. • Participating in customer meetings as required. • Participating in sub-system internal and external acceptance testing. 4.1.6 SYSTEM DOCUMENTATION: The following documentation will be provided by Motorola for all sub-systems; Equipment inventory documentation, including serial numbers,physical location and final mode/channel configuration. 1. Site inspection documentation. 2. Equipment performance documentation. 3. Copies of Customer signed Completion Certificates. 4. Drawings of all equipment rooms, layouts,wiring diagrams,punch block layouts, special circuits etc.. PAGE 16 of 22 EXHIBIT B - REV. 2 08/23/93 4.3 ANTENNA SYSTEMS: Antenna systems (antennas, transmission lines, antenna mounts and peripheral hardware), shall be installed at the sites by Motorola. Connectors utilized in all applications in this system are those connectors which the cable manufacture recommends for the specific cable utilized for a specific application. All manufactures recommendations must be strictly adhered to in the assembly of the system antenna equipment. All connectors are type N premium connectors. Motorola will utilize existing heliax at the back-up site. Should this not be possible due to existing heliax condition an adjustment will be made in the amount of credit given. Weatherproofing of all connections in this system installation will meet or exceed manufactures reconnnendations and will be done in accordance with the recommendations contained in Motorola National Service publication number R56, "Quality Standards - FNE Installations". 4.4 FIXED NETWORK EQUIPMENT SPACE: CPS is responsible for providing adequate space for equipment. 4.5 COMMUNICATION DISPATCH LOCATIONS: 4.5.1 DISPATCH CONSOLES -INSTALLATION AND CUT-OVER: A cut-over plan has been developed to ensure that the end-user customer's communication will not be interrupted during the transition. Upon completion of installation, the new dispatch subsystem will be tested before the same is put into use. Further information can be found in our implementation plan. 4.5.2 CHANNEL LOGGING RECORDERS: No logging recorder has been included in the equipment list. Motorola will install, optimize and test a trunk logging recorder interface. 4.5.3 INSTANT PLAYBACK RECORDERS: Instant playback recorders are not included in this submittal. PAGE 17 of 22 EXHIBIT B - REV. 2 O8/23/93 4.6 MOBILE RADIOS: All Mobile radio installation or prograrruning tasks associated with Mobiles are assumed by Motorola. 4.7 PORTABLE RADIOS: All Portable radio checkout or programming tasks associated with Portable radios are assumed by Motorola. 4.8 SCANNERS All seamier installs are assumed by Motorola. 4.9 CONTROL STATIONS All control station installs are assumed by Motorola. Install includes installation of the stations and mounting of 16 mag-mounted antennas. Also included is removal of same (16 control stations and 16 mag-inounted antennas). PAGE I8 of 22 EXHIBIT B - REV. 2 08/23/93 Chapter 3. Combined Task List: The purpose of this document is to provide general definitions of responsibility during a SMARTNET installation. It is not intended to be used as a legally binding contract. This document divides the responsibility in three areas. 1. Tasks to be performed by CPS prior to Motorola action. 2. Tasks that are jointly performed by the City, and Motorola's Project Management. 3. Tasks that Project Management will perform. For areas of the system that are staged prior to final installation and integration, an asterisk (*) is placed next to items that need'to be performed during the staging and final installation and integration. All unmarked items need to be performed only once, either during the staging or the final integration. TERMS AND CONDITIONS It is assumed that conduits, and availability of AC power are the responsibility of CPS. Deviations from the scope of work and/or these terms and conditions shall be negotiated by change order. PAGE 19 of 22 EXHIBIT B - REV. 2 08/23/93 CENTRAL CONTROLLERS A. The CPS will complete the following tasks: 1. Run Telco interface cables. 2. Apply AC power. 3. Provide PC and modems for System Software 4. CPS will supply a microwave system to support the RCS. 5. Provide DC power at Edom.Hill. B. The CPS and Motorola will complete the following as a team: 1. Coordination with others. 2. Scheduling of site access. C. Motorola's Project Team will complete the following tasks: 1. Install the Controller.* 2. Establish card cage configuration.* 3. Run repeater interface cables.* 4. Install system grounding.* 5. Terminate all necessary connections.* 6. Install and verify all board jumpers and straps.* 7. Ensure card cage configuration is correct. 8. Make sure repeater interfaces are correct.* 9. Verify Telco interface is correct.* 10. Install and verify correct software.* 11. Test manual operation of each board.* 12. Test all boards under software control.* 13. Test control channel selections.` 14. Test voice channel selections.* 15. Test call processing.* 16. Test manual reset.* 17. Verify Failsoft operation.` 18. Test auto reset.* 19. Test and verify modem interfaces.* 20. Test customer software options available at time of optimization.* 21. Test Console Wireline Interface.* 22. Test Cross Patch operations.* 23. Complete documentation. (Final Package to CPS) 24. Provide a Customer Acceptance Test Plan. 25. Provide site inspection documentation. 26. Complete Acceptance Test Plan 27. Provide appropriate Operational training. PAGE 20 of 22 EXHIBIT B - REV. 2 08/23/93 REPEATERS (MSF-5000 ) A. Project Management will complete the following items: 1. Install repeaters.* 2. Install all repeater interfaces.* 3. Install system grounding.* 4. Verify repeater configuration.* 5. Test repeater functions.` 6. Set repeater levels.* 7. Set system levels.* 8. Test all repeater interfaces,* 9. Test call processing.* 10. Test Failsoft operation.* 11. Test control channel operation.* 12. Test end-to-end levels.* 13. Complete documentation.* 14. Install all modifications. 15. Install and verify all PSB's. 16. Provide a Customer Acceptance Test Plan. 17. Provide site inspection documentation. 18. Complete Customer Acceptance Test Plan. (Joint Effort) PAGE 21 of 22 EXHIBIT B - REV. 2 08/23/93 CENTRACOM H CONSOLES A. Project Management will complete the following items: 1. Install all CEB interfaces.4' 2. Install console options.* 3. Install console interfaces.* 4. Install TBIM and BIM interfaces.": 5. Install system grounding.* 6. Program CEB and operator positions. 7. Test CEB diagnostics.* 8. Test operator position diagnostics.* 9. Test all CEB interfaces.* 10. Test all console options.* 11. Set end-to-end Trunked system levels.* 12. Complete documentation.* 13. Install all modifications. 14. Install and verify all PSB's. 15. Provide and complete a Customer Acceptance Test Plan. 16. Provide site inspection documentation. PAGE 22 of 22 EXHIBIT B - REV. 2 08/23/93 Exhibit B System Description A.1 GENERAL SYSTEM DESIGN Motorola is proposing a single site, five-channel SmartNet trunked system as the primary site for the City of Palm Springs. The system also has a five channel SmartNet trunked system back-up site at the Police Station. The components of the system consists of: • Two sets of: Central Controller and five MSF5000 trunk repeaters • Antenna System, including a tower top amplifier for both sites • Central Electronics Bank (CEB) • Dispatching Positions • Trunk Interface to Logging Recorder The Central Controller and five repeaters with their associated antenna system are the backbone of the trunk system. The City's facility at Edom Hill has been selected as the location for their primary site. The Backup site is to be located at the Police Station. The equipment room at the City's Edom Hill facility will contain the Central Controller, five repeaters, a rack housing the multicoupler and combining equipment, antenna equipment, and a UPS for the Central Controller. The UPS will provide approximately four hours of backup power to the Central Controller. The repeaters will use the existing backup power system already installed in the City's facility. The equipment room at the Police Station facility will contain the Central Controller, five repeaters, a rack housing the multicoupler and combining equipment, antenna equipment, and a UPS for the Central Controller. The UPS will provide approximately four hours of backup power to the Central Controller. In the event of a power failure, the repeaters have been equipped with battery backups to sustain operations until the local generator is operational. A trunked system requires one repeater per RF channel, with one repeater dedicated as a control channel. The control channel is the communication link between the central controller and the field units that are constantly monitoring the system for activity, transparent to the user. The Central Controller is responsible for controlling and managing the flow of information and communications between the system users, including processing all channel requests, gathering statistical data, and also reporting status and alarm conditions. The MSF5000 repeaters contain all the logic and control circuitry necessary to interface into Motorola's fully automatic trunk system. The MSF5000 repeater is fully 08/18/93 EXHIBIT B Page 1 of 4 0 0 modular and completely accessible from the front side. All major components and connections are in slide-out or fold out assemblies. Also located at the City's facility at Edom Hill is the City's microwave system. The microwave link is between the Edam Hill and the Police Station. The Central Controller peripheral equipment includes the hardware required to interface to the City's microwave system. The City's microwave system will be utilized as a communications link between the Central Controller and the CEB and between the MSF5000 repeaters and the CEB. The primary power source for all the equipment to be installed in Edom Hill is 110 VAC. Communications between the Dispatch Center and the backup Trunked system at the Police Station will be via hardwire or dedicated telephone lines. This medium is to be provided by the City Coverage tests generated by computer software indicate that Edom Hill provides 95% coverage throughout the city (Please refer to the coverage maps included in this document). In building and units on the street coverage maps have been included, and in both cases the results are satisfactory. These maps do not include coverage of subterranean areas. Coverage Maps for the Police Stations have also been included. Operation of the radio system within the areas illustrated by the coverage maps does not require any action (change of channels, settings on the radio,etc.) by the operator of the subscriber unit and/or the dispatcher. The Police Station Dispatch Center will have three operating positions placed on the console furniture specified by the City. The main proposal included CRT operating positions. Motorola proposes the CentraCom Series 11 Plus console for the City of Palm Spring Police Department. Motorola's console has two main sections: The Central Electronics Bank(CEB) and the operating positions. The CEB is the heart to the CentraCom Series lI Plus console. It is the CEB who routes the voice and data signals from the Central Controller and the MSF5000s to the appropriate dispatching positions. Each operating position consists of a console interface and a CRT position. Each talkgroup and conventional channel is displayed as a window in the CRT, all controls for each window are activated by the dispatcher via the mouse. Each console has the capacity to display the callers ID, display and receive Emergency Calls, group users in different groups, transmit on more than one talk group or conventional channel,patch a conventional channel to a trunked talk group and more. Each Dispatcher position will also have the capability of controlling the operation of ten doors, by interfacing via dry contact to the existing door control system. Another function of Motorola's CRT operating position is the monitoring of the four alarm points outlined by the City. Interface to the current alarm system will be made via relay closure. 08/18/93 EXMBIT B Page 2 of 4 Paging from the CRT operating position will be achieved through the City's telephone system. The operating position will have access to the phone system, the procedure to generate a page will be similar to the current system. Another function of the CEB is to interface with the logging recorder. Due to the nature of trunking systems, logging recorders are not directly connected to the trunldng BlMs as they are with conventional channels. This is due to the fact that no one talkgroup in a trunk system remains on a dedicated RF channel. The logging recorder interface module tracks specific talkgroups as they are assigned different repeaters and provides dedicated talkgroups audio for recording purposes. A logging interface with capacity for eight channels has been proposed. This interface will do the "detrunking" of the talkgroups. The City's Police Department has as existing logging recorder. A software manager package has been provided to interface,monitor and maintain both trunk systems. This software is resident in a personal computer (not included in this proposal) and will access the central controller via a dial-up telephone line. This enables the Communications Manager, and authorized personnel to maintain, manage and perform several functions from their office. The five channel trunk system in Edom Hill together with the five channel trunk system at the Police Station,provide a high level of redundancy to the system. The system architecture of Motorola's CentraCom IT Plus also provides a level of redundancy at the dispatch center. In the event that one of the operating positions at the dispatch center stops working, the other two positions would still operate in a normal fashion with no degradation in their operation. Motorola's Central Controllers are extremely reliable and have been used by a large number of Public Safety organizations in the United States and in the world. In the rare event that the Central Controller would fail the trunk system would operate in the Failsoft mode. In other words, the drunk system becomes a conventional system with specific subscriber units assigned to each one of the channels. The third level of redundancy would be the trunk system in the Police Station. The last level of redundancy is talk around. In the event that all the systems described above fail, the users of the Motorola system would still be able communicate from subscriber unit to subscriber unit. The range of this communication would be limited by the terrain and by the output power of the subscriber units. Field Units The Police Department field units consist of mobiles, motorcycle radios, and portables. The SPECTRA family of mobile products have been selected, and the SPECTRA C2 has been provided. The SPECTRA is a microprocessor based radio which allows the radio to interface into the SmartNet trunked system. The SPECTRA radio also has the capacity of operating with the conventional 800 MHz Mutual Aid frequencies requested by the City's Police Department. 08/18/93 EXHIBIT B Page 3 of 4 The MTS 2000 portable is one of the newest portable in the Motorola portfolio. All the portable users will use this portable.. All of these radios have Motorola's revolutionary new technology FLASHport. Every MTS 2000 portable has a Flash EEPROM Memory chip which stores the software program that enables certain functions and features. What this means for the City is that in the future, other departments can be added into the system and the radios can be.configured to each particular requirement. The MTS2000 portable has a large number of features and comes standard with Scan Capability,48 different modes, ultra-high capacity battery, internal noise canceling microphone and more. Three types of MTS2000 models have been included for the use of the Police Department. The Type "Type I" model, "Type II" model, and the "Type III" model. The Local Government field units consist of portables, convertacom units, and mobiles. The Maxtrac family of mobile products have been selected, and the 15 Watt Maxtrac has been provided. The MTX-8000 portable is one of the newest portable in the Motorola portfolio. All the portable users will use this portable. Two types of MTX-8000 models have been included for the use of Local Government. The "BY model and the "137" model. The B3 model is a three watt portable with four fleet capacity yielding up to sixteen different modes, and it is capable of private conversation response. The B7 model,is a three watts unit with a 14 character Alphanumeric display and 15 button keypad. This radio has a capacity for 15 fleets, and has the capacity to initiate a private conversation. Please note: In order to initiate and respond to a call alert or private conversation function, both units have to be in the same fleet assignment. 08/18/93 EXHIBIT B Page 4 of 4 Exhibit B Performance Requirements 1.0 - SYSTEM FUNCTIONAL REQUIREMENTS 1.1 - General The City-Wide Trunked 800 MHz System shall be designed with the capability to provide quality communications for Public Safety and Local Government users. The system design shall incorporate all requirements and be capable of progressive expansion and loading. Public Safety requirements are severe and must be addressed accordingly. The initial design must take into consideration the final system, its progressive expansion and projected load. The system design must be clearly identified with detailed engineering. Potential risks shall be identified and analyzed with steps defusing solutions to such problem areas. 1.2 - System Qverview The System Overview shall contain an overall view of the entire system configurations. Block diagrams, flow charts, illustrations and operational examples should be included,if possible. 1.3 -General Operational Requirements It is the intent of the City of Palm Springs to purchase and implement a five channel 800 MHz Trunked Communications System for use by the Police, Airport, and Local Government Departments. As described in this document, the following features shall be incorporated into the tanked system for the City of Palm Springs. 1.3.1 The control channel concept shall be used. 1.3.2 A Central Controller shall accept manual updates from a terminal through the system manager terminal. 13-3 Continuous channel assignments update capability shall be provided using digital control or data communication control for signaling. 08/18/93 EXHIBIT B Page 1 of 18 1.3.4 The system shall have provisions to support 300 groups in the system. 1.3.5 Each main group shall have the capability of assigning up to four communication sub-groups or sub-fleets. 1.3.7 Those RF channels assigned to the system shall be automatically selected in accordance with their availability so that all system users will have access to all assigned voice channels in accordance with the established system priority protocol. 1.3.8 The command or signaling language shall permit each system to assign no less than 4,000 discrete dispatched position addresses,regardless of system size. 1.3.9 All dispatch positions and mobile or portable units shall be capable of being assigned talkgroup, fleet subgroup or subfleet address designators that will permit communications between individual dispatch positions, groups or dispatch positions, individual mobile or portable units, groups of mobile or portable units, or combinations thereof. All units operating within the same group will receive both sides of all communications (except digital information) addressed to or from the group. 1. .1 When one or more voice channels in the system is not in use, any system user shall automatically have access to a voice channel after momentarily activating a microphone switch (or other request for channel device). The system design must automatically compensate for any signaling attempt lost due to simultaneous attempts to access. Should a voice channel not be available and the talk group not placed in queue, the caller shall be placed in a queue and be given an indication that his request has been received and queued. Predicated upon the aforementioned, caller shall be notified automatically when he has be assigned a valid channel. The system shall continue to request an available channel automatically until channel assignment has been established. 1.3.11 Any time a subscriber unit tries to access the system and is out of contact with the control channel signaling system, an indication will be presented to the unit. 1. U Once the central controller has selected an RF channel for communications between units, those units will remain on that channel for the duration of each time and an adjustable wait time, or hang time, from one to four seconds shall be provided for reception time. 08/18/93 EXHIBIT B Page 2 of 19 1.3.13 The system shall incorporate five levels of priority. Assignments of these levels of priority will be made at the Main Dispatch Operations Center. The structure of the command and signaling language shall assure assess to the data control system in accordance with the level of priority involved. A typical five level of priority setup is: a) Emergency b) Tactical Priority c) Command Priority d) Operational Priority e) Normal or Routine 1.3.14 All units in the system equipped with emergency capability shall have the capability of seizing access to the system via an instantaneous emergency switch. 1LU The tactical feature shall be:used during all Police Operations and is regarded as second precedence level. This level is intended for use by those units in the system requiring high level,but not immediate access to the communications channel based on the performance or the mission of their agency or group. 1.3.16 Command priority (executive and supervisory) is the level of precedence that shall be at the discretion of the procuring agency. 1.3.17 The system shall be capable of providing an operational priority level of precedence to the Public Safety functions which will be placed in queue above routine activities. The distinction of these classes of service shall be established in the system controller via the system central control. 1LU Routine shall be the lowest level of precedence and is to be used by Local Government functions. 1.3.19 The Central Controller shall have the capability to receive requests for access to the system from mobile or portable units via the signaling system and from dispatch locations. It will identify an unused channel and direct the signaling system to move the addressed unit or units to the selected RF channel. 1.3.20 The Central Controller shall incorporate those features needed to permit the switching of discrete units and/or groups of units. It will assign channels in 08/18/93 EXHIBIT B Page 3 of 18 r accordance with priorities .and group assignment procedures established by the system user. 1.3.21 In the event of a detectable failure of a portion of the base station voice channel (either the transmitter or receiver or any portion of their related equipment), the Central Controller shall defect such failure and give indication of the defective channel at the system control center. The controller will not select a defective channel nor designate it for use but will continue to assign traffic to the remaining operating channels at the reduced level of operation. Detectable failures: The central controller can detect the following three (3) failure conditions in a repeater: a) low forward power, b) high reflected power, c) interfering carrier that quiets the receiver for an extended period to time (user setable, normally 60 seconds). Distortion or the audio related problems,plus the complete failure of the receiver, cannot be detected. 1.3.22 Should any portion of the R'.F link of the signaling system become defective, signaling shall automatically be shifted to another channel(s) while concurrently shifting other system components in accordance with a predetermined protocol. Indication will be provided at the system control center of such detectable failures as defined in 5.3.21. The loss of an antenna, combiner or receiver splitter may not be detectable in the centtal controller. i.3.23 Provisions shall be made for bypassing the Central Controller in the event of its failure. This will permit designated dispatch locations to have direct access to predetermined RF channels for operation in the Failsoft mode. Failure of the signaling system will cause an indication in all units at all dispatch positions. It must be possible to then swiitch all elements of the system to a Failsoft mode of operation within one minute. 1.3.24 Provisions shall be made for cross-connecting, or patching, the Trunked 800 MHz System into a conventional base station for mutual aid, existing 450 MHz, or existing VHF radio systems. 1.4- Specific Requirements The system shall consist of the following elements. Quantities are defined in the attached bid sheet. 1 4.2 - Central Controller The Central Controller shall provide all the signaling and control logic to permit functioning as described in these specifications. A power source, which cannot be interrupted, shall be provided in the event of power failure. 08/18/93 EXHIBIT B Page 4 of 18 0 1.4.3 -Base Station Antenna System, The base station antenna system shall include those elements required to carry the radio frequency signal from the base receiver/transmitter to and including the radiating antenna (transducer(s)). The antenna system configuration must provide for simultaneous duplex operation of all channels without degradation on any one channel. Transmitter combiners and receiver combiners with pre- amplifier/couplers shall be used. 1.4.4-Mobile Transmitter/Receiver_(Mobile Unit- Police) a) Mobile units will be: designed in accordance with the requirements of Part 90 of the FCC Rules and the appropriate EIA, NBS and related agency specifications. The radio and control head are qualified to MIL81 OD specifications for shock and vibration, and for rain, dust, and salt environments. The fast lock frequency synthesizer of the radio has 1.5 PPM stability. Radio frequency, environmental impact,physical size and reliability characteristics will be defined in the equipment specification. b) The mobile units shall be capable of being expanded to a minimum of (20) twenty trunked charnels using synthesized frequencies. Mobile units shall be capable of operating on any of the frequencies in the 800 MHz land mobile spectrum provided those additional frequencies are purchased. c) The mobile units will, when not engaged in a sequence of messages, continuously monitor a source of signaling information in accordance with the system control concept. The mobile unit will have an assigned discrete main address and incorporate provisions to select a minimum of sixteen operator-selectable talkgroups. d) When the channel is selected by the System Controller, the System Controller will direct the units having the designated address to move to the selected channel and to monitor transmission on that channel. Provisions will be made to prevent audio output when the unit is monitoring the command channel or when it is not being quieted by reception of an RF voice channel, such as after completion of traffic and before the unit reverts to command channel monitoring. e) To initiate a call when in the monitor mode, activation of the transmit control will initiate a request for a channel via the signaling system. This 08/18/93 EXHIBIT B Page 5 of 18 • i request will include the group address to which the unit is assigned and the units' discrete address. Appropriate priority information will also be included in the signaling message. In the event the signaling system is occupied, the unit will automatically attempt re-access until access is accomplished; or if no RF channel is available, an indication of"awaiting channel" queue will be presented. 1.4.4- Mobile Transmitter/Receiver (Mobile Unit- Local Government) a) Mobile units will be designed in accordance with the requirements of Part 90 of the FCC Rules and the appropriate EIA, NBS and related agency specifications. Radio frequency, environmental impact, physical size and reliability characteristics will be defined in the equipment specification. b) The mobile units shall be capable of being expanded to a minimum of (20) twenty trunked channels using synthesized frequencies. Mobile units shall be capable of operating on any of the frequencies in the 800 MHz land mobile spectrum provided those additional frequencies are purchased. c) The mobile units will,when not engaged in a sequence of messages, continuously monitor a source of signaling information in accordance with the system control concept. The mobile unit will have an assigned discrete main address and incorporate provisions to select a minimum of sixteen operator-selectable talkgroups. d) When the channel is selected by the System Controller, the System Controller will direct the units having the designated address to move to the selected channel and to monitor transmission on that channel. Provisions will be made to prevent audio output when the unit is monitoring the command channel or when it is not being quieted by reception of an RF voice channel, such as after completion of traffic and before the unit reverts to command channel monitoring. e) To initiate a call when in the monitor mode, activation of the transmit control will initiate a request for a channel via the signaling system. This request will include the group address to which the unit is assigned and the units' discrete address. Appropriate priority information will also be included in the signaling message. In the event the signaling system is occupied, the unit will automatically attempt re-access until access is accomplished; or if no RF channel is available, an indication of"awaiting channel" queue will be presented. 08/18/93 EXHIBIT B Page 6 of 18 1.4.5 -Portable Trans itter/Re fiver(Portable Units - Police D pament) Portable units will be designed in accordance with the requirements of Part 90 of the FCC Rules and the appropriate EIA, NBS and related agency specifications. The radio is qualified to MIL810C,MIL810D, and MIL810E specifications for shock and vibration, and for rain, dust, and salt environments. For Methods and procedures,please refer to data sheet. Radio Frequency,environmental impact, physical size and reliability characteristics will be defined in the equipment specifications. 1.4.5 -Portable Transmitter/Receiver (Portable Units - Local Government) Portable units will be designed in accordance with the requirements of Part 90 of the FCC Rules and the appropriate EIA,NBS and related agency specifications. Radio Frequency, environmental impact,physical size and reliability characteristics will be defined in the equipment specifications. 1.4.6 - Dispatch Qperations a) Dispatch positions shall be designed in accordance with the requirements of Part 90 of FCC Rules and appropriate EIA, NBS and related agency specifications. Radio frequency, environmental impact,physical size and reliability characteristics will be defined in the equipment specifications. b) RF Control Stations with remote option for inter/intra agency cross-patching of other 800 MHz systems, 450 MHz systems and VHF systems, already being used by the City. These units shall be checked and provided by the City. These units will interface to the dispatch position. 1.4 7 - Group and Sub-Group Address Designators THE CUSTOMER SHOULD WITH ASSISTANCE FROM MOTOROLA DEFINE HIS FLEET/SUBFLEET OPERATION 1.4.8 -Operational Centers Complete designs and configurations by position must be presented with proposals. a) The Police Department shall have 3 CRT dispatch positions. The positions shall have the capability of performing all funcions related to Police Communications Operation. The CRTs will be mounted on this furniture. b) The Airport shall have two dispatch positions. Each position shall have the capability of performing all functions related to Airport Operations. 08/18/93 EXHIBIT B Page 7 of 18 0 i b) The Airport shall have two dispatch positions. Each position shall have the capability of performing all functions related to Airport Operations. c) Each console position shall have provisions to monitor and control the following: 1) As required,remote control units for five 800 MHz Trunked Base Stations requiring four wire audio full duplex transmit and receive with tone control. 2) Each console shall have provisions for cross-patching between channels,phone patch and microphones or head sets. Exact number will be determined during site inspections. 1.5.1 -BASE STATIONS 1.5.1.1 - General The stations shall be housed in standard 19" EIA rack mount,face free standing cabinets. A key lock shall be provided on the access doors. Operation shall be from a 117 volt, A.C. 60 Hz,A.C. power source. Temperature range shall be -30 to +60 C. A minimum of one (1) metering panel shall be provided for the twenty (20) stations. Each station shall be one (1) frequency operation. The station shall be of complete solid state transmitter,receiver,power supply and control unit design. The transmitter and receiver shield kits are to be provided. 1.5.1.2 -Performance Specifications a) General Standards The radio base station shall meet or exceed all applicable FCC requirements and fully comply with all EIA standards. All measurements and specifications shall use EIA standards where applicable. b) Transmitter Output Impedance 50 Ohms Minimum RF Power Output 75 Watts Duty Cycle Rating Continuous 100% Frequency Stability + .0001% Modulation 15172, 16F3, 16F9 Spurious &Harmonics -85 db FM Noise -50 db Audio Distortion Less than 2% @ 1000 Hz +1, -3 db/Octave Pre-emphasis 08/18/93 EXHIBIT B Page 8 of 18 c) Receiver Imput Impedance 50 Ohms Sensitivity EIA SINAD -25 uV Intermodulation EIA -75 db Spurious &Image Rejection -100 db Selective EIA SINAD -80 db Stability + .0002% Audio Distortion 5% 1.5.2 - OPERATIONAL REQUIREMENTS The Base Stations will be under the control of the Central Controller. All interface circuitry and cable shall be provided. 1.5.3 - CENTRAL CONTROLLER The Central Switching Controller will perform the signaling and control functions as specified in General Requirements and Specific Requirements. It shall operate over a temperature range of-30 to +60 C, operate from a 117 volt, 60 Hz, A.C. power source; have a surge protective device installed in the A.C. line and be housed in a standard 19" EIA rack mount,free standing cabinet. All peripheral equipment to provide the self diagnostics and alarms is to be included. 1.5.4- RF BASE STATIONS/LOCALLY OR REMOTE CONTROLLED RF CONTROL STATIONS 1.5.4.1 - General Units shall be styled for desk top. A standard microphone and a built-in speaker shall be included. Operation shall be from a 117 volt,A.C., 60 Hz, A.C.power source. Temperature range shall be -30 to +60 C. The unit shall be of complete solid state transmitter,receiver,power supply and control chassis design. 1.5.4.2 - Performance S,pecificatioris Specifications for the mobile unit will apply, except transmitter output shall be a least ten (10) watts. 1.5.4.3 - Operating Requirements a) Operating Frequencies The radio shall be furnished to operate on any of the frequencies in the 800 MHz land mobile spectrum. Specific channel assignment will be made by the trunked signaling system. In the event the system control signaling channel should fail, an indication will be heard on the speaker and the unit will automatically switch to a pre-programmed RF channel to operate in the conventional mode. 08/18/93 EXHIBIT B Page 9 of 18 b) Station Controls 1) Required Controls a) On-off switch b) Group select switch, capable of selecting one (1) of ten (10) groups. c) Volume set d) Red indicator to show transmitter is activated e) Indication when in Failsoft mode 1.5.4.4 - Special Conditions An antenna system is to be included with each RF control station to make it operable in the 800 MHz Trunked System. 1.5.5 - MINIMUM SPECIFICATIONS FOR TWO-WAY FM MOBILE RADIOS 1.5.5.1 - General Some of the radio unit shall be trunk mount consisting of a radio set, control unit, intercabling kit and such other items as necessary for a complete installation. All mounting hardware shall be;furnished. The radio shall be solid state design with operation directly from the vehicle battery. Operating current drain from the vehicle battery shall be consistent with solid state equipement. Reverse polarity protection shall be provided. The radio set shall be self-contained, compact,rugged, single drawer type unit consisting of a transmitter and receiver assembly in a fully enclosed housing. The housing shall completely enclose the transmitter and receiver and shall be devoid of any louvers or other openings. All cables, except the antenna, shall enter the radio set a a single;connector located on the front of the unit. The conector shall have a fastener to secure it to the drawer unit. 1.5.5.2 -Performance Specifications - Police Department The SPECTRA contains microprocessor technology which allows the radio to interface into the SMARTNET Trunked System. Motorola has proposed the SPECTRA C2 configuration for the City. All of the proposed SPECTRA configurations offer the following basic features: Digital Frequency Synthesizer Used for generating RF frequencies, eliminating the need for crystals. 08/18/93 EXHIBIT B Page 10 of 18 Electrically Erasable Programmable This device and a single crystal-controlled Read Only Memory (EEPROM) reference oscillator are used to determine specific operating frequencies. Dual Mode Capability Can operate in both trunked and conventional 800 MHz radio systems. Advanced Technological Components Minimize battery drain and maximize life expectancy. Durable Housing Radio set is a self-contained, compact,rugged, die-cast unit which is MIL STD 810-D rated for dust, shock, rain, salt and vibration. Therefore, this unit can operate in the harshest mobile environment without a reduction in performance. Alphanumeric Control Head Adds a visual dimension to mobile communications by allowing the user to assign a meaningful name to each operating condition. Field Programmable In-field programming changes allow the radio to be flexible enough to constantly meet the ever changing needs of the City. Variable Control Head Brightness The operator can adjust the level of brightness of the talk group display area on the control head, to compensate for ambient light conditions. Talk Around Provides the ability to communicate directly with other users when out of range of the tmnking system. Push-to-Talk ID Keeps dispatcher informed of who is making the call and allows for record keeping of conversations. APCO 16 Compliant These radios meet or exceed the specifications set forth for public safety radios in the APCO 16 document. Emergency Alarm/Call Allows user to obtain priority channel access to the trunked system during life threatening or other warranted situations. 08/18/93 EXHIBIT B Page 11 of 18 1.5.5.3 - Transmitter Output Impedance 50 Ohms RF Power Output 15 Watts Frequency Stability ±.00015% from-30' to +600 ambient Modulation 15KOF2D, 16KOF3E, 16KOFID Spurious &Harmonics More than 70 dB below carrier Audio Distortion Less than 3% measured per EIA Frequency Separation 19 MHz (maximum) 1.5.5.4- Receiver Input Impedance 50 Ohms Sensitivity EIA SINAD .30 uV Intermodulation -80 db at±25 KHz Spurious &Image Rejection -90 db Selectivity EIA SINAD -80 db at±25 KHz Stability ±.00015% from-30' C to+600 C Audio Output 3 Watts at less than 3% distortion Channel Spacing 25 or 12.5 KHz from 855-869 MHz 1.5.5.2.1 - Performance Specifications - Local Government a) General Standards The radio unit shall meet, or exceed, all applicable FCC requirements and fully comply with all EIA standards. All measurements and specifications shall use EIA Standards where applicable. Pertinent ETA Standards which are applicable are: 1) The radio shall be capable of operation when subject to applicable shock, vibration,humidity tests as set forth in EIA Standards RS152B and RS204(if applicable). 2) The radio shall meet all specifications over the temperature range defined in EIA Standards RS 152B, Section 12. Metering of all circuit functions to properly tune the radio shall be provided from centralized metering sockets which shall be accessible by removing the top cover while the radio is installed and operating the vehicle. 08/18/93 EXHIBIT B Page 12 of 18 1.5.5.3.1 - Transmitter Output Impedance 50 Ohms Minimum RF Power Output 15 Watts Frequency Stability ±.00025% from-30' to +600 Modulation 15132, 16172 Spurious &Harmonics -55 db Audio Distortion 5% measured per EIA Frequency Separation 19 MHz from fl to f20 with no degradation 1.5.5.4.1 - Receiver Input Impedance 50 Ohms Sensitivity EIA SINAD .35 uV Intermodulation EIA SINAD -68 db Spurious &Image Rejection -70 db Selectivity DIA SINAD -68 db Stability + .00025% from-30 to+60 C Audio Output 3 Watts to 5 Watts Audio Distortion Less Than 5% at Full Output Operational Requirements a) Operating Frequencies The radio shall be furnished to operate on any of the frequencies in the 800 MHz land mobile spectrum. Specific channel assignment will be made via the trunked signaling system. In the event the system control signaling channel should fail, an indication will be heard on the mobile unit speaker and the unit will automatically switch to a pre-programmed RF channel to operate in the Failsoft mode. 1.5.5.6 - Special Conditions a) An antenna shall be furnished with each radio. b) One instruction manual, complete with tune up and troubleshooting procedures, shall be provided with each ten (10) radios. 08/18/93 EXHIBIT B Page 13 of 18 1.5.6 - SPECIFICATIONS FOR 800 MHz TRUNKED PORTABLE RADIOS 15.6.1 - General Description: The radio shall be a miniature, self-contained, hand-held twenty (20) channel two-way radio unit. Size and construction shall permit one hand operation. Weight, including battery, shall not exceed thirty-two ounces. The unit shall operate from a self-contained, single rechargeable nickel-cadmium battery. The battery shall be capable of providing for an operational duty cycle 5-5-90 for eight hours of continual use. Recharge time for the battery shall not exceed two hours. The radio's housing shall be constructed of high impact-resistant material. It shall be sealed to protect internally mounted circuitry against dust, foreigh particles, moisture, and splashing water. The unit shall meet or exceed the EIA Drop Test requirements. 1.5.6.2- Performance Specifications - (Police Department) Ergonomically Designed Small, lightweight radio with large, easy to operate buttons and knobs make the radio easy to hold and operate. Noise Cancelling Microphone Filters out unwanted background noise, allowing the user to transmit in noisy conditions. 16 Position Rotary Switch For talkgroup or channel selection. Durability These radios meet the U.S. Military 810C, D, and E specifications for pressure, temperature, shock,rain, humidity., salt, dust, radiation, and vibration. Top Mounted Display Easy to read and understand important information. Allows the assignment of alphanumeric names to channels and talkgroups. Programmable Buttons Allows the user to program which button or and Switches switch will perform a desired function. Low Battery Alert Alerts the user to recharge or replace the radio's battery before excessive drain ceases operation. 08/18/93 EXHIBIT B Page 14 of 18 Push-to-Talk ID Keeps dispatcher informed of who is making a call and allows for record keeping of conversations. Time Out Timer Prohibits inadvertent keying of the transmitter for extended periods of time to avoid locking up one of the trunked charnels unnecessarily. FLASHPORT The FLASHPORT capability allows the software package required to accomplish the desired functions to be programmed into the radio through the Electronically Erasable Programmable Read Only Memory (EEPROM) memory chip . Software can be written and rewritten to the EEPROM agar and again, which means the City can add functions to the radio as desired. The radios can be loaded with new software individually, so the City can save money by providing the users with only the software package they need. The package proposed for the City of Palm Springs system are the SMARTNET software package for the Public Safety. The SMARTNET software package combined with the MTS 2000 I radio proposed offers following features: Emergency Alarm/Call Allows the user to obtain priority channel access to the trunked system during life threatening situations by simply pressing a button. An alarm is sent continually until the dispatcher responds to the call. Secure Capability Allows these radios to be programmed with Motorola's SECURENET encryption to permit coded communication. 1.5.6.2.1 - Performance Specifications a) Transmitter RF Power 3 Watts Frequency Stability ±.00025 from-300 C to +600 C (+25 C Reference) Modulation Limiting 5.0 KHz FM Hum&Noise -40 db Distortion 3% Channel Spacing 25 KHz b) Receiver Sensitivity 12dB SINAD .28 µV Intermodulation -72 db Image Rejection -78db 08/18/93 EXHIBIT B Page 15 of 18 Adjacent Channel Selective�dty -72 db Frequency Stability ±.00025 from-300C to +60°C (+25° C Reference) Rated Audio 500 mW Audio Distortion 3% Frequency Separation 19 MHz Controls: (Local Government) Provided that these options are ordered, controls shall be mounted on top of unit for easy access. They shall include a combination "on-off'/volume control. A transmitter "push-to-talk" switch will be provided on the side of the unit. 1.5.6.2.2 - Performance Specifications a) Transmitter Minimum RF 3 Watts Power Output Frequency Stability ±.00025 from -30 to +60 C (+25 C Reference) Spurious &Harmonics -46 db FM Noise -37 db Audio Distortion 5% @ 1000 Hz Frequency Separation 19 MHz with no degradation from fl to f20 b) Receiver Sensitivity EIA SINAD .35 uV Intermodulation EIA, -60 db Spurious &Image Rejection -55 db Selective EIA SINAD -60 db Stability ±.00032 from-30C to +60C (+25 C Reference) Audio Output 500 MW Audio Distortion 5% Frequency Separation 19 MHz with no degradation from f1 to f20 1.5.6.3 - Operational Requirements a) Operating Frequencies The portable unit shall be capable of(20) twenty channel operation. Frequencies will be assigned at the time of the award. In the event the Central Controller signaling channel should fail, an indication will be heard on the portable speaker and the unit will automatically switch to a pre-programmed RF channel to operate in the Failsoft mode. 08/18/93 EXMBIT B Page 16 of 18 b) All units shall be furnished with a rubber coated flexible antenna. c) Some units shall have the capability of being inserted into a vehicle holder and contain the necessary connectors to power units. 1.5.6.4- Battery Chargers a) Single Unit Charger The battery charger shall operate from 117 volt A.C., 60 Hz primary power. The charger shall have two hour recharge cycle. Charging is indicated by a red indicator light and a ready green light for trickle charge. The charger capacity is one nickel-cadmium battery alone or the complete radio unit. The radio unit shall be capable of monitoring calls while charging. The battery shall not be damaged if left in the charger indefinitely. b) Multiple Unit Charger The battery charger shall operate from 115 volt A.C., 60 Hz primary power. The charger shall have a one hour recharge cycle. Charging is indicated by a red indicator light. The charger capacity is six nickel- cadmium batteries alone or the complete radio unit. The charging unit shall be capable of wall,rack or desk mounting. The battery shall not be damaged if left in the charger indefinitely. 1.5.7 - DISPATCH CENTER 1.5.7.1 - General The functional requirements of each console in the control center are given in Specific Requirements Section. Each is to operate independently with cross- muting if required. Each console is to have redundancy to compensate for any common modules. 1.5.7.2 - Performance Specifications a) General Standards The console circuitry and design shall meet or exceed all applicvable FCC requirements and fully comply with all EIA standards. All receive and transmit line amplifiers shall employ indicators and status indicators shall depict activity on each channel. 08/18/93 EXHIBIT B Page 17 of 18 b) Specifications Transmit Distortion Less than 1% at-10 dbm out Maximum Output Maximum+11 dbm into 600 Ohms line adjustable Hum &Noice -50 db Receive Sensitivity -25 dbm Audio Output 5 Watts Distortion Less than 1% Frequency Response -3, +1 db 300 to 3200 Hz Tone &D.C. Control As required 1.5.7.3 - Operational Requirementg The consoles must be 100% compatible with the radio equipment as specified. Any changes required to maek the console and radio equipment operate as a system will be made at the console and be the full responsibility of the supplier. 1.5.8 - MOTORCYCLE RADIOS The motorcycle radios shall have a control head to be mounted on the handle bars. The output power shall be fifteen (15) watts. 1.5.8.1 - Transmitter Output Impedance 50 Ohms RF Power Output 15 Watts Frequency Stability ±.00015% from-300 to +600 ambient Modulation (16173)±5KHz (15KOF21), 16KOF3E, 16KOF1D) Spurious &Harmonics 70 dB below carrier Audio Distortion 3% @ 1000 Hz, 60% Max. deviation Frequency Separation 18 MHz 1.5.8.2- Receiver Input Impedance 50 Ohms Sensitivity EIA SINAD .30 µV Intermodulation EIA. SINAD -80 db at±25 KHz Spurious &Image Rejection -90 db Selectivity EIA SIDIAD -80 db at±25 KHz Stability ±.0005% from-30' C to +60' C Audio Output 10 Watts at 3% distortion Channel Spacing 25 KHz 08/18/93 EXHIBIT B Page 18 of 18 Trunk System-All Inclusive 164 Encrypted MIS City of Palm Springs Police Deparlmenl EbIbit B Portable Maintenance Included PRODUCT R PRICING INFORMATION FOR PALM SPRINGS POLICE MOTOROLA PROPRIETARY AND CONFIDENTIAL SITES ITEM MODEL DESCRIPTION DISP EDOM CONVE TOT A. FIVE CHANNEL TRUNK SYSTEM-75 WATT REPEATERS 1 T5214 Central Controller II(Includes S repeaters) I 1 1■ D565 System Wide Call I I lb D561 Secure capable I I I D513 Hybrid Operation I I Id C21 - Battery Reverting for Repeaters 5 5 1e C153 50 Repeater Cable 5 S r� If C553 F&A Fall Soft 5 5 Ig D431 Console Interface I I Ih D163 Centralized telephone Interconnect I 1 11 1.1161 Telephone Line Interface I I 11 C932 DTMI1 Repealer access for R•roalora 5 5 2 7RN5757 Mounting Hardware Kit for st"Ing MSF5000 2 2 3 7DN1661 Controller Access Software(PC not Included) 1 1 4 TDN1666 Programming Access Key 1 1 5 DQREIIKIIICAB UPS for Central Controller 1 I 6 TDNI503 Modems for TlMI/Consola 2 2 7 TDN1351 19"Rack Adapter for Modems 2 2 a TDN3321 Cable•Central Controller to Modem 2 2 TRUNK SYSTEM BACK-BONE TOTAL $75.165.00 B. ANTENNA SYSTEM 9 DSQDBI99021A Receiver System(lower amp,powenup,mullimupler) I 1 10 TDF7390 Transmitter Combiner I I IDa PD6530 Tnnrmluer Combiner Extension I I • 11 RRX-4027 Arderwa Line Suppressor 2 2 12 TDN6116 7/1'Low Density Hellax 300 300 13 7DNI117 N-Plug male,plated for 7/1"line 4 4 14 TDN6674 grounding Kit 6 6 IS TDN1952 5or 1//"Supernex 75 75 16 TDNI646 50 1/2"Super lex 75 75 17 TD11I154 N-Plug rode,plated for 1/4"line 1 / 11 7DNIS09 N-Plug male,plated for 1/1"line 1 I 19 DSDO809 Receiver Antenna 1 1 20 DSDB109 Transmitter Antenna 1 I ANTENNA SYSTEMTOTAL SI5,541.75 MOTOROLA PROPRIETARY AND CONFIDENTIAL Page 1 9/9f93 Trunk System-All Inclusive 164 Encrypted Units City of palm Springs Police Department Exhibit B Portable Maintenance included MOTOROLA PROPRIETARY AND CONFIDENTIAL SITES ITEM MODEL DESCRIPTION DISP EDOM CONVE TOT C. FIVE CHANNEL BACK-UP TRUNKED SITE 21 T52I4 Central Controller(3-75 Waua repeaters) I I 21■ D565 System Wide Call I 1 21b D561 Secure capable 1 1 21e D5I3 Ilybrid Operation I 1 21d C932 DTMP Repealer Access for Backup Site 5 5 21e C28 Battery Reverting for Repeaters 5 5 21f CI53 50 Repealer Cable S 5 21S C553 Fast Fall Soft 5 5 211h, D431 Comore Interface 1 1 22 TRN5757 Mounting Hardware,Kit for stacking MSF50W 2 2 23 TDN7350 55 amp hr Bluely 5 5 24 DQREIIKINCAB UPS far Cenlral Controller 1 1 25 TDNI503 Modems for TIM7/Console 2 2 26 TDN1351 19"Rack Adapter for Modems 2 2 27 TD1,11321 Cable-Central Controller to Modem 2 2 2s DSQD13199MIA Receiver System(tow"stop,puwersup,mullleoupler) 1 1 29 TDF1390 Trammltter Combiner 1 1 29s PD6530 Transmitter Combiner Extentlou 1 1 30 RRX 4027 Amenns Line Suppressor 2 2 31 TDN6I16 W11"Low Density lieliax 100 100 32 TDNIS17 N-Plug male,plated for 7/I"Ilne 4 4 33 TDN6674 Orounding Kit 6 6 74 TDN1952 50'I/4"Superflex 75 75 33 TDNI646 5a Wr Supernal 75 75 36 TDNII54 N-Plug male,plated for 1/4"line I I 37 TDNIS09 N•Plug male,plated for 112"line I 1 31 DSDBI09 Receiver Antenna 1 1 39 DSDBI09 Transmits"Antenna 1 I • BACKUP SITE TOTAL S69,120.75 MOTOROLA PROPRIETARY AND CONFIDENTIAL Page 2 W03 Trunk System-All Inclusive 164 Encrypted Units city of Palm Springs Police Department Exhibit B Portable Maintenance Included MOTOROLA PROPRIETARY AND CONFIDENTIAL SITES ITEM MODEL DESCRIPTION DISP EDOM CONVE TOT D.CONSOLE ELECTRONICS 10 B 1635 Freeuanding Console Interface 3 3 10s K703AB Oooseneck He for Freestanding 3 3 40b K570AC Headset Jack 3 3 IOc X704AD Second Ileadhd lack 3 3 40d K572 Dust Fod Switch 3 3 Al0e KI54 Joe Pool Cable(seven Pair) 3 3 10f K35BD Auxiliary Output Relay 5 5 11 TD1,19131 Computer for Operating Position 3 3 12 TDN7111 3-Bullon Monte 3 3 • 13 BDN6632 Monitor Mourning Kit 3 3 14 B1626AC Cedul Eleclronlm Bank 1 1 448 KIo1AM Omit CCM Spares I I //b KIOIAS Omit MDC1200 Spores I I Ile KIOIAp Omit Freestanding Spares I I Ild K801AN Omit Compact Spute i I 15 B1422 Bus Interface Module 9 9 46 B1423 Dual Receive Interface Module 1 1 17 B1442 Input0Aput Interface Module 1 1 11 B1614 TmnkingInterface 1 1 19 B1617 Tmnking Base Interface Module 5 5 50 D1616_B Lotting Recorder Interface 1 I 51 TDN1503 Modems for TIM1(Couole 2 2 52 TDN1351 19"Rack Adapter for Modems 2 2 53 DQENC25C001MV Cable-for Modems 2 2 51 L99ZX Spears Control5utim 1 1 512 255L 900 MIIZ Band,lit Watt Variable I I 546 L797 DVP-XI.Encryption I I 54e L21 Bantry ReveruTrIckle Oruge Option I I • 55 TRN7466 BIA 19"Rack Mounting Bracket 1 1 56 TDF6441 Antenns 1 1 57 TDN6677 N-Type Male Connector 1 1 51 TDN6673 N-Type Female Connector 1 1 59 TDN6615 11r Ilellaa 50 50 CONSOLE ELECTRONICS TOTAL 591,756.00 MOTOROLA PROPRIETARY AND CONFIDENTIAL Page 3 8eJ193 Trunk System•All Inclusive 164 Encrypted Units City of Palm Springs Police Department EAilbh B PodMe Maintenance Included MOTOROLA PROPRIETARY AND CONFIDENTIAL SITES ITEM MODEL DESCRIPTION DISP EDON CONVE TOT E.MOBILES 60 DC2ZX Spedn Mobile,Secure Capable 36 36 601 071W 900 MHz,15 W■us 36 36 60b W496 Remote(rmnk)Mount 36 36 60c W791 DVP-XL 36 36 61 DCSZX Spectn Mobile,Secure Capable/Call Alert Signaling 3 3 614 o71 W 900 Mix,15 Watu 3 3 616 W496 Remote(Trunk)Mount 3 3 61c W797 DVP•XL 3 3 62 DC72X Spectra Mobile,Secure Capable/UnDmlted Phone 1 1 • 62a 071W $00 M112,15 Walls 1 I 621, W496 Remote(rmnk)Mount 1 1 62c W797 DVP-XL 1 1 SECURE MOBILES TOTAL 5108,417.00 F.MOTORCYCLE 63 MC507X Spectra Motorcycle Mobile,Secure Capable 4 4 63■ 077W 8001,011, 15 Waus 4 4 63b WIS Black weather R slstanl Enclosure 4 4 63c W797 DVP-XL Sccurenet EncryPdm 4 4 SECURE MOTORCYCLEMOBILES TOTAL $14.420.00 O.PORTABLE 64 HOIQX M02000 Portable 84 84 641 202H Type 1,200 MHz 84 84 646 H37 Tnnk/Conventlonal 84 84 64c 11797 Securenet Encryption 84 84 64d HISS Express Service Plus 84 84 64e 11301 Delete Belt Clip 84 84 • 65 HOIQX U02000 Portable 20 20 651 203H Model Type 11,S00 Mllz ZD 20 65b 1137 Tnmk/Converdlonal 2B 20 65c H797 Seeurenet Encryption 20 20 65d HIIS Expreu Service Plus 20 2O 65e H301 Delete Belt Clip 20 20 66 HOIQX Mr32000Pouable 1 1 66a 20411 Model Type 111.IOU MHz I I 66b 1137 TrunklConventiond I I 66e H797 Securenet Encryption 1 1 66d HSSS Express Scala Plus 1 I 66e 11301 Delete Belt Clip I 1 MOTOROLA PROPRIETARY AND CONFIDENTIAL Page 4 B`B193 Trunk Syslem-All Inclusive 164 Encrypted Units City of Pahn Springs Police Depallment EdilbA B Portable Maintenance Included MOTOROLA PROPRIETARY AND CONFIDENTIAL SITES ITEM MODEL DESCRIPTION DISP EDOht CONVE TOT 67 NTHI171 Rapid Charger 84 64 68 NTN 1177 Multi Unit Chargers(Six unitsper Charger) 4 4 69 NLN7967 Wall Mount Klt 4 4 SECURB PORTABLES TOTAL 3246,096.15 IL FURNITURE $31.200.00 I.SCANNERS 70 2026 Scumers 30 30 70a Mon-53 Antenns 30 30 70b 1137 Five Year Service 30 30 SCANNERS TOTAL POLICE DEPARTMENT EQUIPMENT TOTAL 3666,432.63 LOCAL GOVERNMENT J.PORTABLE 71 HOIUCC6DB3_N MTX6000 Tnmked Radio 90 90 716 HI183 Express Service Plus 90 90 716 11301 _ Delele Clip 90 90 72 N1671 Coveriacom 94 94 73 RRA4914 Exterior Anterms 94 94 74 IIOIUC116DB7_N MTX6000 Tanked Radio with Aril Keypad 10 10 74m, 11895 Express Service Plus 10 10 75 NTN 1171 Rapid Charger 29 29 76 NTN 1177 Multi Unit Charge"(Six unirsper Charger) 13 13 77 NLN7967 Wall Mount Kit 13 13 LOCAL GOV.PORTABLES TOTAL 5166,266.00 . K.BASK STATIONS 79 D35MWAS007 Maxine Radio 16 16 76a B665 Control Station Optlou 16 16 79 RRA4921 hog Antenna and Cable 16 16 LOCAL GOV,BASE STATION TOTAL $16,696.00 Page 5 fV9/99 MOTOROLA PROPRIETARY AND CONFIDENTIAL Trunk Syslem•All Inclusive 164 Encrypted Unlls Clly of Palm Spdngs Police Depailmont Exhibit B Podable Mainlenance Included MOTOROLA PROPRIETARY AND CONFIDENTIAL ITEM MODEL DESCRIPTION DISP EDOM CONVE TOT L.MOBILES so D35MWASUBI Maxine Radio 6 6 go& Big Fire Wm Exlemal Speaker 6 6 1% B312 Phil Size Palm Microphone 6 6 SECURE MOBILES TOTAL $5,409.00 LOCAL GOVERNMENT EQUIPMENT TOTAL 3192 90.00 AMPORT RADIOS tl Repmgnm of Radloa Se So S0•DD PRICING SUMMARY Equipment Told $857,042.15 Tax $66,537.15 Inrlalhulon,Pmjed Management Freight $94,657.00 TOTAL• $1,020.237.00 SYSTEM INCENTIVE $29.214.00 SYSTEM TOTAL 11,000,923.10 0 INCLUDES A$2000 CREDIT FOR INSTALLINO BACK-UP SYSTEM AT Tim PD PACILIITPS MOTOROLA PROPRIETARY AND CONFIDENTIAL Page 0 8f9193 5 Year Purchase Terms The City shall have the right to make purchases of additional equipment for a period of 5 years after the date of the City's acceptance of the radio system. Prices for any such additional equipment purchased within the five year period will be offered at the following percentage discount rate from the manufacturer's published list price in effect at the time of purchase. 1. The following equipment will be offered at 12% discount: A. Police Portables B. Encryption Option C. Local Government Portables and Convertacoms D. All Mobiles (Police and Local Government) E. All Control Stations 2. The following equipment will be offered at 15% discount: A. MSF5000 Repeaters All other associated equipment - parts, antenna systems, dispatch equipment will be sold at list price or at a negotiated price at time of sale. � C) C) CD T R U N K E D P O R T A B L E R A D 1 O S L I S T E N The MTX 8000 series portable...Motorola's newest generation of two-way trunked radios...helping you take advantage of the Privacy Plus potential. Maximum Flexibility...Maximum Capability Three MTX 8000 models range from basic talk-and-listen to maximum feature capability.They provide all the benefits of our trunked systems plus talkaround capability.That means uninterrupted communications, even in fringe areas. Small Package...Powerful Punch Three watts of power in the smallest Motorola trunked radio yet...and our noise reduction microphone lets your audio come through clearly and without distortion,even in noisy environments.The MTX 8000 radio is packed with work-saving features including: • Paging in Your Radio—When you're having difficulty reaching someone,try Call Alert.Four beeps every five seconds will indicate your call...and the radio won't stop beeping until the PTT is pushed. On advanced models,a flashing display gives an additional alert. And your sending unit receives an acknowledgement that your page got through. • Keeping You in Touch—Available on all models,talkgroup scan lets you monitor any combination of trunked systems,subfleets,or conven- tional channels in the some scan list.The 14-character alphanumeric display on advanced models lets you assign real names to systems and subfleets as well as list members. MrX 8000 • Privacy to Discuss Sensitive Issues—With Private Conversation, you can have a one-to-one conversation within your radio fleet...and VTX 8000 no one else in your fleet will hear you. • Telephone Communications—When you need to talk to a customer, vor supplier,or someone else outside your radio network,you can even make phone calls via the radio's telephone interconnect capability. 01 To customize Call Alert,Private Conversation,and telephone interconnect 011 features,you can choose an MTX 8000 receive-only model,or a model a °�,. that can receive and send via a list or the keypad. Bry -* tP As oil Motorola's products,the MTX 8000 radio is subjected during the design stages to our unique Accelerated Life Test(ALT),simulating five years of intensive field stress in a few weeks.The result:you can count on rugged,reliable radio performance,even under harsh condifions. Never before has communication been so crucial...and so clear and simple. OMOTOROLA Listen...to on evolution in sound. i-i1 - 8 00 PORTABLE RADIO FOR PRIVACY PLUS OPERATION Performance Specifications/General(Per EIA316B unless otherwise specified) Model: HO1 UCC6DB3_N,H01 UCF6DB5_N,H01 UCH6DB7_N FCC Designation: AZ489Ff5747 Power Supply: One rechargeable Nil battery Battery Vollage Nominal 75volls Range 6to9volts Temperature Range Operating -30•10+60-C Storage -40'10+85°C Dimensions B3 1 95,B7 Radio Only: fi30"H'x 234"We x0.64"C3 630"H'x 2.34"W�x 0 74"D' With High Capacity Beltery: 6.30"H'x 2 34"VP 1,31"D' 6 30"H'x 2.34"W'x 1 41"Or With Ultra High Capacity Battery: 6.30"H'x 2 34"W'x 1 44"D° 6 30"H'x 2 34"W'x 1 54"D° Weight^ 83 B5,B7 Radio Only: 10.2 oz, 109 oz With High Capacity Battery: 15 3 cz 1900, With Ultra High Capacity Battery: 194 oz 20.1 w Measured from base of acidic base olknobs Add 0.97"for height over frequency knob 'Measured across radio below PTT area Radio is 2465"across PTf bumps 'All depths measured below speaker area All radios are 1 49"D at top ^Weight does not include antenna Add approximately 0 6 oz.for antenna Receiver Transmitter Guarenteed Typical Teat Method Guaranteed Typlwl Test Method Frequency Range 851-870MHz RF Power Min. a 3.2W Bandwidth 19 MHz Frequency Range 806-825 MHz 851-870 MHz Channel Spacing 25 kHz 25 kHz Frequency Stability 2b ppm 2ppm (20 dBG)Max 0.5 pV 041 pV RS316,37 Conducted Emission -46 dBW -53 dBW EIA152C,4 Usable Sensitivity Radiated Emission -46 dBW -4 8 dBW FCC (12dBSINAD)Max 0.35 pV 0.28 pV Ell 7 FM Hum and Noise -37dB -40dB Eli 52C,4 Intermodulatlon -70 dB -72dB (Comp,RX) Selectivity Autllo Dblertlon 51 31 Ell 52C.6 (Adjacent Channel) -70 dB -72dB EIA204D,12(MOD) Motlulatlon Limiting 5kHz FCC Usable OW (Phsse Lock Made) 5kHz EIA204D Batteries for MTX 8000 Radio Frequency Stsblllty 2.5 ppm 2ppm Battery Life(5/5190 duty cycle) @3W Rated Audio 500 mW Hours of Operation,High Capacity Battery 8.0 Distortion at Rated Audio Max 5% 3% EIA204D,10 Hours of Operation,Ultra High Capacity Battery 9.0 Radiated Emission -47 dBm -54 JHm FCC Spurious Response Rejection -70dB -78 dB EM04D,13 Radio Service Software Model: RVN-4098 Disk Type: 51/4"a1 Features MTX radios meetorexceed all requirements for MIL STD 810 C,D,and E. B3 Model Hilt dal B7 Model 4 systems 15 systems 15 systems 4 subfleets 10 sublleeis 10 subtleets Conventonal Capability 10 convenlional 10 conventional Talkgroup Scan 14-character 14-character Private Conversation Alphanumeric display Alphanumeric display Response Talkgroup Scan Talkgroup Scan Call Alert Decode Private Conversation Unlimited Private Receive Telephone Listcapab,bty Conversation Interconnect Call Alert List capability Unlimited Call Alert Telephone Interconnect Unlimited Telephone L,slcapabifily Interconnect OMOTORO1301 E Algonquin Rd LA6 Q =A Telephone Toll-Free 1-800-247-2346 cm.".e•, In Canada 4000 Victoria Park Avenue North York,Ontario M2H 3P4 U S A (416)499-1441 Support Services wm�R fuse wno�.i S ciications subject to changewithout notice Wherever Molorola sells,our product is backed by pQ;,j"vi .1 ce Motorola,MTX 8000 serves In the US,we have 900 authorized or company ,Privacy Plus,Call Alert,and owned centers.In addition,our products are serviced soo,xc service Private Conversation are trademarks of Motorola,Inc MPI throughout the world by a wide network of company or „ 1'r=,M ©1992 Motorola,Inc.•PnnletlmUSA•(920fi)SD,L authorized independent distributor serve organizations, 36 USC 390•Produced by Customer Communications Motorola is an Equal Employment Opportunity/Affirmative Action Employer RC-4-29 Exhibit C Schedule of Compensation 1. PAYMENT SCHEDULE. 1.1 Purchase Price. MOTOROLA agrees to sell all of the equipment and perform the services as outlined in the Statement of Work and in Exhibit A, and the CITY agrees to buy the aforementioned equipment and services for a total purchase price of one million twenty-three dollars ($1,000,023.00). A breakdown of the contract sum is attached hereto as "Palm Springs Summary". The CITY shall make payments to MOTOROLA in accordance with the following Milestone Schedule: Month 1 Accomplishment Contract Award/Notice to Proceed Assign Project Manager Modify FCC License Submit Performance Bond Submit Payment Bond Submit Insurance Certificates System Engineering Review Equipment Ordered Site Preparation Grounding Edom Hill Site Drawings Within five (5) days of the effective date, and for the commencement of those activities listed above, CITY will pay MOTOROLA the sum of $212,500. Month 2 Accomplishment Complete Site Preparation/Grounding Continue Engineering Phase Begin Factory Staging Receive Portions of Equipment At the end of two (2) months from the effective date but only upon substantial commencement of construction and other activities as listed above, CITY will pay to MOTOROLA the sum of$212,500. Month 3 Accomplishment Receipt of All Equipment Police Station Site Installation Edom Hill Site Installation Begin Console Installation At the end of three (3) months from the effective date but only upon substantial completion of site installation and other activities listed above, CITY will pay to MOTOROLA the sum of$212,500. Month 4 Accomplishment Site ATP Dispatch Center Installation Dispatch Training Begin Optimization Phase Issue Police Department Portables Training on Police Portables Final Level Settings Mobile Installs Mobile Training Issue Local Government Portables Training on Local Govt Portables At the end of four (4) months from the effective date but only upon substantial completion of Dispatch Center Installation and Training and other activities listed above, CITY will pay MOTOROLA the sum of $212,500. Month 5 Accomplishment System ATP Comm. Mgr. Training As-Built Drawings Punch List Resolution System PPP At the end of five (5) months from the effective date but only upon successful completion of the Acceptance Test Period and thirty (30) day Performance Period, CITY will pay MOTOROLA the final sum of $150,023. 1.2 Taxes. The prices set forth in Exhibit]B are exclusive of any amount for Federal, State, or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes, except as shown in the attached breakdown "Palm Springs Summary". MOTOROLA will be responsible for any taxes levied upon them in connection with this Agreement. The CITY is a Federal tax exempt entity and agrees to furnish MOTOROLA with its tax exempt number within thirty (30) days of contract execution for exemption of purchases under this Agreement which are within the scope of the CITY's exemption. 1.3 Retainaee. The Agreement balance of one hundred and fifty thousand and twenty-three dollars ($150,023) will be retained until acceptance of the system as defined in Exhibit G, the System Acceptance Test Plan (ATP) and the Performance Period Plan (PPP), Agreement balance shall be due within ten (10) days of receipt of invoice and shall be predicated upon successful completion of the ATP and PPP. The CITY shall not commence operational use of the total system other than for testing and training prior to acceptance. 2. EQUIPMENT COMPATIBILITY. MOTOROLA agrees that the equipment, as proposed, will perform in accordance with the CITY's RFP and representations as stated in MOTOROLA's Proposal, Addendum's and Equipment List included herein as Exhibit B. The Agreement does not extend to the performance of the equipment as a part of a system in combination with products, elements or components not supplied by MOTOROLA under this Agreement. However, MOTOROLA agrees to exercise reasonable effort to solve or recommend any solution to equipment incompatibility problems not identified in the RFP. Any additional costs incurred by MOTOROLA to solve equipment incompatibility problems not identified in the RFP shall be mutually agreed upon by both parties prior to its performance. PALM SPRINGS SUMMARY DESCRIPTION UNIT A. Five Channel Trunked System Edom Hill $ 78,865.00 B. Edom Hill Antenna System $ 15,544.75 C. Five Channel Back-up System, Including Antenna System $ 69,820.75 D. Console Electronics $ 94,756.00 E. Police Mobiles $ 108,417.00 F. Police Motorcycle Radios $ 14,420.00 G. Police Portable Units $ 246,095.85 H. Furniture $ 31,200.00 I. Police Scanners $ 10,333.50 J. Local Government Portables and Convertacoms $ 168,285.00 K. Local Government Control Stations $ 18,896.00 L. Local Government Mobiles $ 5,409.00 Equipment Total $ 859,042.85 Installation Project Management and Freight $ 94,657.00 Taxes $ 66,537.15 Subtotal $1,020,237.00 System Incentive $ 20,214.00 System Total $1,000,023.00 Exhibit D Schedule of Performance 1. PERFORMANCE SCHEDULE. 1.1 Effective Date. The effective date shall be the date of the final execution of this Agreement. 1.2 Completion of Installation. The completion of the installation shall be completed no later than four (4) months after the effective date. Completion shall be defined as notification by MOTOROLA to the CITY that the commencement of the acceptance test will begin within thirty (30) days and written authorization of that schedule by the CITY. The CITY may withhold written authorization to commence acceptance upon written notice to MOTOROLA of specific reasons that MOTOROLA has not completed installation. 2 Schedule. MOTOROLA agrees to install all of the equipment and perform the services as outlined in the Statement of Work and in Exhibit B, following the schedule outlined in the following paragraphs and the implementation plan outlined by Motorola. Milestone Schedule: Month 1 Accomplishment. Contract Award/Notice to Proceed Assign Project Manager Modify FCC License Submit Performance Bond Submit Payment Bond Submit Insurance Certificates System Engineering Review Equipment Ordered Site Preparation Grounding Edom Hill Site Drawings Month 2 Accomplishment Complete Site Preparation/Grounding Continue Engineering Phase Begin Factory Staging Receive Portions of Equipment Month 3 Accomplishment Receipt of All Equipment Police Station Site Installation Edom Hill Site Installation Begin Console Installation Month 4 Accomplishment Site ATP Dispatch Center Installation Dispatch Training Begin Optimization Phase Issue Police Department Portables Training on Police Portables Final Level Settings Mobile Installs Mobile Training Issue Local Government Portables Training on Local Govt Portables Month 5 Accomplishment System ATP Comm. Mgr. Training As-Built Drawings Punch List Resolution System PPP Exhibit E License Agreement LICENSE AGREEMENT This License Agreement is between MOTOROLA, INC., a Delaware Corporation, by and through its Communication Sector, having an office at 1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and the licensee named below ("Licensee"). WHEREAS, Motorola has developed or acquired, or will develop or acquire Programs (as hereinafter defined) and/or Programs for incorporation into Motorola Products; WHEREAS, when the Licensee purchases, from time to time through various purchase contracts or otherwise, Programs and/or Programs incorporated into Motorola Products, the Licensee acquires certain rights in such Programs and may utilize such Programs in accordance with this License Agreement; and WHEREAS, as the time of purchase by Licensee, a Software License Level may be indicated for each Program or .Program contained within a Motorola Product on such purchase contracts or otherwise. NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter expressed, Licensee and Motorola agree as follows: SECTION 1 - DEFINITIONS 1.1 "LICENSEE" shall mean the licensee indicated at the end of this Agreement. 1.2 "LICENSED SUBSIDIARIES" shall mean all Subsidiaries of Licensee that have executed this Agreement or an Addendum hereto agreeing that the terms and conditions of this Agreement shall apply to such Subsidiary. Upon becoming a Licensed Subsidiary, such Subsidiary shall be treated for all purposes as a Licensee hereunder and shall be bound by all of the terms and conditions hereof. 1.3 "LICENSEE'S PERSONNEL" shall mean any person who is directly employed by the Licensee. 1.4 "MOTOROLA PRODUCTS" shall mean products designed, manufactured, acquired and/or sold by Motorola's Communications Sector, as identified in purchase contracts or as otherwise identified. 08/18/93 EXHIBIT E Page 1 of 10 • r 1.5 "PROGRAMS" shall mean object code software for use in conjunction with Motorola Products or For use within Motorola Products. 1.6 "SUBSIDIARY" shall mean any corporation, company, or other entity more than fifty percent (50%) of whose outstanding shares of stock entitled to vote for the election of directors (other than any shares or stock whose voting rights are subject to restriction) is owned or controlled by a party hereto, directly or indirectly, now or hereafter, but any such company or other entity is a Subsidiary only so long as such ownership or control exists. 1.7 "TRANSFEREE" shall mean a third party corporation, company, or other entity (other than a Licensed Subsidiary) that may acquire rights in certain Programs having a Level Two Software License through a written agreement with the License. SECTION 2 - LICENSE 2.1 LEVEL ONE SOFTWARE LICENSE: Motorola hereby grants to Licensee a personal, nonexclusive, and nontransferable Level One Software License for Programs purchased by Licensee which are identified, in writing, as Level One Software, and for any such Programs that do not have an expressly written software level. A Level One Software License shall contain the following terms and provisions: 2.1.1 Licensee may use such Programs solely for the intended purpose of the Programs; 2.1.2 Licensee may only use Programs in the United States, in a country expressly stated in purchase contracts pertaining to the Programs, or in a country that is otherwise identified in a written agreement that is signed by a least Motorola; 2.1.3 Licensee shall not disseminate, disclose, or make available the Programs, or any parts thereof, in any form to a third party without the express written consent of Motorola.; 2.1.4 Licensee shall not disassemble or reverse engineer the Programs, or any portion thereof, without the express written consent of Motorola; 2.1.5 Licensee will take appropriate action, by instruction, agreement or otherwise, with any persons, including Licensee's Personnel, permitted access to the Programs, such that Licensee satisfies its confidentiality obligations under this License Agreement; 2.1.6 Licensee shall not make copies of the Programs without the express written consent of Motorola, except for up to four (4) backup copies; 08/18/93 EXH Brr E Page 2 of 10 2.1.7 Title to Programs and any copies thereof, in whole or in part, and all rights in patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motorola; 2.1.8 The License shall include all copyright notices, trademark notices, and other proprietary legends in accordance with Motorola's instructions on all copies of the Programs it makes; and 2.1.9 Licensee acknowledges and agrees that the existence of any copyright notice on any ]Program shall not be construed as an admission or presumption that publication of such Program has occurred. 2.2 LEVEL TWO SOFTWARE LICENSE: Motorola hereby grants to Licensee a personal, nonexclusive, transferable Level Two Software License for such Programs purchased by Licensee which are identified, in writing as Level Two Software. A Level Two Software License shall contain the following terms: 2.2.1 Licenses may use such Programs solely for the intended purpose of the Programs and only in the distributed form of the Programs; 2.2.2 Licensee shall not make copies of the Programs except for four (4) backup copies; however, this restriction does not include records stored on electronic or magnetic media that have been created by the Programs and used for system management purposes; 2.2.3 Licensee shall not modify, adapt, or merge the Programs; 2.2.4 Licensee shall not make the Programs available to a third party that is not bound by a similar License Agreement and does not have a need to know; 2.2.5 Licensee may not disassemble, decompile, or otherwise reverse engineer the Programs; 2.2.6 Licensee shall pay all applicable sales and use taxes or certify its exemption therefrom; 2.2.7 Licensee shall comply with the export regulations of the Office of Export Administration for the United States Department of Commerce; 2.2.8 Licensee may transfer such Programs in their entirely to a Transferee, but only if the Transferee uses the Programs under the same License terms and provisions as specified herein from Motorola; and 08/18/93 EXHIBIT E Page 3 of 10 2.2.9 Title to Programs and any copies thereof, in whole or in part, and all rights in patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motorola. 2.3 LEVEL THREE SOFTWARE LICENSE Motorola hereby grants to Licensee a personal, nonexclusive, and nontransferable Level Three Software License for such Programs purchased by Licensee which are identified, in writing, as Level Three Software. A Level Three Software License shall contain the following terms and provisions: 2.3.1 Licensee may use Programs solely for the intended purpose of the Programs; 2.3.2 Licensee may only use Programs at a site, or sites, expressly stated in purchase contracts pertaining to the Programs, or at a site, or sites that are otherwise identified in a written agreement that is signed by Motorola. If a site is not specified, the Licensee; may use the Programs only at the facility where the Programs were initially installed; 2.3.3 Licensee shall not disseminate, disclose, or make available the Programs, or any parts thereof, in any form to a third party without the express written consent of Motorola; 2.3.4 Licensee shall not disassemble or reverse engineer the Programs, or any portion thereof, without the express written consent of Motorola; 2.3.5 Licensee will take appropriate action, by instruction, agreement or otherwise, with any persons, including Licensee's Personnel, permitted access to the Programs, such that Licensee satisfies its confidentiality obligations under this License Agreement; 2.3.6 Licensee may make copies of the Programs, but only in sufficient quantities to service the site, or sites, expressly stated in purchase contracts pertaining to the Programs or otherwise identified in a written agreement that is signed by at least Motorola. If a site is not specified,the Licensee may only make copies of the Programs in sufficient quantities to service the facility where the Programs were initially installed; 2.3.7 Title to Programs and any copies thereof, in whole or in part, and all rights in patents, copyrights, trade secrets, and other intellectual properties of such Programs are vested in Motorola; 2.3.8 The Licensee shall include all copyright notices, trademark notices, and other proprietary legends in accordance with Motorola's instructions on all copies of the Programs it makes; and 08/18/93 EXHIBIT E Page 4 of 10 2.3.9 Licensee acknowledges and agrees that the existence of any copyright notice on any program shall not be construed as an admission or presumption that publication of such Program has occurred. SECTION 3 - PROVISIONS AND CONDITIONS FOR SOFTWARE LICENSES 3.1 Licensee agrees to pay for each Program, a one-time, lump-sum, License fee. Each such License fee shall be due and payable upon receipt of invoice unless otherwise specified. Service charges at the maximum rate permitted by applicable law may be invoiced on accounts more that ten (10) days past due and shall be due and payable upon receipt of invoice for such service charges. 3.2 The License fee for each Program will be listed in Motorola Communications Sector's current Price Book, current addendum to such Price Book, or other tangible form. License fees in the Price Book are subject to change without notice. Orders for each Program will be billed at the License fee in effect on the day Licensee's order is entered. 3.3 Licensee shall pay all sales, use and excise taxes, and any other assessments in the nature of taxes,however designated: 3.3.1 on each Program or its License or use; 3.3.2 resulting from this License Agreement; or 3.3.3 on any amount payable for any services furnished under this License Agreement, exclusive of personal property taxes assessed on the Program and taxes based on Motorola's net income, unless Licensee furnishes Motorola with a certificate of exemption from payment of such taxes which is in a form reasonably acceptable to Motorola. 3.4 Licensee shall not assign or transfer this License Agreement or sublicense any Program purchased under this License Agreement without the prior written consent of Motorola. Any prohibited assignment, transfer or sublicense shall be null and void. 3.5 Motorola reserves the right to assign this License Agreement, encumber or sell any Program, or subcontract any of its obligations hereunder, either in whole or in part, without notice to or the consent of Licensee. 3.6 Motorola shall not be responsible for support or field service of any Program under this License Agreement. Any maintenance by Motorola, if available, shall be by separate agreement on Motorola's ten current terms and conditions and at Motorola's then current prevailing rates for such maintenance. 08/18/93 EXHIBIT E Page 5 of 10 • 0 SECTION 4-TERM OF LICENSE AGREEMENT 4.1 This License Agreement shall have a term of ten (10) years and shall be applicable to all Programs and/or Programs contained within Motorola Products that are purchased, or otherwise acquired, by Licensee, or Transferee, during the term of this License Agreement. 4.2 This License Agreement may be terminated prior to the expiration of the ten year term for the reasons set forth in Section 6. For premature termination, the procedures specified in Section 6 must be followed. SECTION 5 - CONFIDENTIALITY 5.1 Licensee shall keep each Program confidential and shall not use any Program for any purpose other than its intended purpose. 5.2 Licensee shall restrict access to each Program to Licensee's Personnel who have a need to know. 5.3 Licensee shall not disclose or disseminate Programs, or any parts thereof, to any third party during the term of this License Agreement and for a period of ten years after the termination of this License Agreement, without the express written consent of Motorola. 5.4 The obligations of this Section 5 shall survive the expiration, termination, or cancellation of this License Agreement for any cause. 5.5 The obligations of this Section 5 shall not apply to information that: 5.5.1 Is or becomes publicly known through no wrongful act on the part of Licensee; 5.5.2 Is already known to Licensee at the time of disclosure; 5.5.3 Is rightfully received by Licensee from a third party without breach of this License Agreement; or 5.5.4 Is explicitly approved for public release by written authorization of Motorola. SECTION 6 - TERMINATION 6.1 If either party commits a material breach of any of its obligations set forth herein, in a purchase contract for Programs, or other agreement regarding 08/18/93 EXHIBFT E Page 6 of 10 Programs, the other party may give written notice of termination to the breaching party. The written notice of termination shall specify the material breach and must specify whether the; entire License Agreement is being terminated or whether the License Agreement is being terminated with respect to a particular Program, or particular Programs. Upon receipt of the written notice of termination, the breaching party shall have sixty (60) days to cure the material breach. In the event that the material breach is not cured during the sixty (60) days, the License Agreement is terminated as specified in the written notice of termination. 6.2 The termination set forth in Section 6.1 shall not be exclusive of any other remedies or means of redress to which the non-breaching party may be lawfully entitled. 6.3 Upon termination of this License Agreement or termination of this License Agreement for any particular Program(s), Licensee shall promptly forward to Motorola, or to Motorola's designee, all copies of Programs for which this License Agreement is terminated. SECTION 7 -WARRANTY 7.1 For the first one (1) year following its initial shipment, Motorola warrants that, when properly used,its Programs will be free from reproducible defects that cause a material variance from its published specification. However, Motorola does not warrant that Program operation will be uninterrupted or error-free, that each defect will be corrected, or that any Program operation will be uninterrupted or error-free, that each defect will be corrected, or that any Program will meet Licensee's particular requirements. 7.2 MOTOROLA'S TOTAL LIABILITY AND LICENSEE'S SOLE REMEDY FOR ANY WARRANTED PROGRAM SHALL BE LIMITED TO, AT MOTOROLA'S OPTION, PROGRAM REPLACEMENT OR THE PAYMENT OF LICENSEE'S ACTUAL DAMAGES, NOT TO EXCEED THE SUMS PAID TO MOTOROLA FOR THE MOTOROLA PRODUCT INCORPORATING THE DEFECTIVE PROGRAM. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES ACCEPT THESE PROGRAMS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. THIS WARRANTY REPLACES ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SECTION 8 - LIMITATION OF LIABILITY 8.1 The entire Motorola liability to Licensee for damages concerning performance or nonperformance by Motorola under the License Agreement or in 08/18/93 EXHIBIT E Page 7 of 10 any way related to the subject matter of the License Agreement, regardless of whether the claim for such damages is based in contract, tort or otherwise, and Licensee's sole and exclusive remedy shall be limited to the payment by Motorola of actual damages not to exceed the total License fee paid by Licensee for the Program, or Programs that caused the damages or is the subject matter of or is directly related to such claim. 8.2 IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, TIME OR DATA, INCONVENIENCE, COMMERCIAL LOSS, ]LOST PROFITS OR SAVINGS) TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR FOR ANY CLAIM AGAINST LICENSEE BY ANY OTHER PARTY. SECTION 9 -7NDEMNIF7[CATION If promptly notified in writing, Motorola will defend any suit against License that claims that U.S. patents, copyrights, or trade secrets of another have been infringed solely by Motorola's unaltered Programs and will pay any associated costs or damages finally awarded. Upon Motorola's request, Licensee agrees to reasonably assist in any defense and surrender control of the suit to Motorola. Motorola may elect, at any time, to modify or replace these Programs with equivalent non-infringing items, obtain the right to continue using the Programs. Motorola shall have no liability for infringement that arises from any modification of Motorola's Programs by Licensee or from Licensee's combination of Motorola's Programs with another's. SECTION 10 -GENERAL PROVISIONS 10.1 This License Agreement constitutes the complete and exclusive statement of the agreement between Motorola and Licensee, and supersedes all oral or written proposals, prior agreements and other prior communications between the parries, concerning the subject matter of the License Agreement 10.2 All formal notices, consents and other communications required or permitted under this License Agreement shall be writing and shall be sent in such a way as to assure receipt by the other party. Either party may change its address for formal notices by written notice to the other party. 10.3 This License Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. 10.4 No representation or promise relating to, and no amendment of, this License Agreement shall be binding unless it is in writing and signed by both parties. 08/18/93 EXMIT E Page 8 of 10 10.5 The terms and conditions of this License Agreement shall prevail notwithstanding any variance with the terms an conditions of any order submitted by Licensee. 10.6 Motorola shall not be liable for any failure to perform due to causes beyond its reasonable control. 10.7 No waiver by a party of any breach of any provision of this License Agreement shall constitute a waiver of any other breach of that or any other provision of this License Agreement. 10.8 Licensee recognizes that applicable Federal Communications Act and other statutes, laws, ordinances, rules, and regulations may change from time to time and that accordingly Motorola in its sole discretion has the right without liability to modify this License Agreement to comply with such change. 10.9 In the event that any of the provisions contained in this License Agreement are held to be unenforceable, this License Agreement shall be construed without such provisions. 10.10 No action, regardless of form, arising out of the License Agreement may be brought by Licensee more than one (1) year after the cause of action has arisen. 10.11 When, at the time a Program or Program contained within a Motorola Product is shipped, a Software Level is not indicated in the purchase contract or otherwise, such Program shall be deemed Level One Software. The Software Level of a Program may be amended by a written agreement signed by Motorola. ACCEPTED AND APPROVED AS OF ,1993. 08/18/93 EXHIBIT E Page 9 of 10 • MOTOROLA: LICENSEE: MOTOROLA,INC CITY OF PALM SPRINGS, California BY: BY: (Authorized Signature) (Authorized Signature) Please type the following: Please type the following: NAME: NAME: TITLE: TnU: DATE: DATE:- Customer# Address for Formal Notices: Address for Formal Notices: Motorola,Inc. 1303 East Algonquin Road Schaumburg,Illinois 60196 Attu: Intellecmal Property Department Attu ATTEST By: City Clerk APPROVED AS TO FORM: RUTAN & TUCKER By: David J. AAleshire City Attorney 08/18/93 E}C rrE Page 10of 10 Exhibit F Cutover Plan The CITY is to decide the order of priority of departments utilizing radios which will be incorporated into the new system. MOTOROLA will attempt to accommodate the CITY's requirements regarding scheduling installation in order to reduce to a minimum the temporary inconvenience caused by the actual switch-over. * The CITY will provide MOTOROLA a list indicating their preference in priority of departments 30 days prior to actual system test. * It is suggested that all CITY departments operate on the present UHF system wherever possible, until actual switch-over. It is felt that this is possible due to the planned parallel system operation which could be maintained with little or no diminution of service. * Utilization of present hand-held equipment will allow for "status-quo" operations during the final phases of the installation, particularly with the non-public safety departments. * Those vehicles requiring installation of equipment other than Converta-Com consoles, such as Mobile radios, will be identified by CITY, and a schedule of installation least affecting vehicle availability will be devised and employed. * As the Police Console Equipment will be installed and in place independent of presently installed equipment, switch-over will simply require the operator(s) to take their places at the new consoles, training to have already taken place by System Turn On. * Due to the numbers of equipment involved in the CITY system, issuing of individual hand-held units should be relatively smooth and could take place at a shift change, starting at the least busy shift of the day or week. * In no event will normal operations be interrupted during the conversion. The number of UHF channels to remain active during the conversion period will also be subject to the approval of CITY. EXHIBIT G Acceptance Test Plan (ATP) The following is the methodology that will be incorporated into the comprehensive test plan that has been written to meet the particular requirements of The City of PALM SPRINGS system. Upon acceptance of Motorola's proposal, this test plan will become part of this agreement. The successful completion of the ATP will be the sole criteria for system acceptance. Since this is a complex radio system, some definition is required to determine when the system is operational for contract acceptance purposes. An industry standard that is used for this purpose is "Customer Beneficial Use" or in some cases "Commercial Service". This standard is considered "Conditional Acceptance". What this means is that the primary system is functional and usable for the purpose for which is was designed. It is understood that minor deficiencies that do not prevent the use of the system may still exist and that they will be corrected through the punch list process. Among these deficiencies may be software items that are under development, system features that have been quoted, but whose availability is scheduled for later, and other minor items requiring correction. It is understood that once the above parameters have been met, the "system" shall be accepted for the start of warranty. Punch list items shall be divided with respect to severity of impact. These levels of impact shall be as follows: Priority 1 = Materially affects user operation. Priority 2= Presents difficulties to operators with work-arounds in place. Priority 3= Minor specification differences being corrected. Priority 4= Features quoted but not yet available per schedule. Priority 5 = Minor items of a cosmetic nature. Final Acceptance shall occur when no Priority 1 or 2 items remain. Future features will be billed as they become available. Minor items will continue to be corrected under warranty maintenance on an on going basis. The ATP is designed to verify that the system meets all the requirements of the specification. The ATP will specifically address the areas of radio coverage, reliability, and system functional tests. Motorola proposes to use two levels of testing procedures during the ATP> 08/18/93 EXHIBIT G Page 1 of 18 1. SITE ACCEPTANCE TEST PLAN The following procedures wiE1 be utilized during the site ATP: A. All equipment on site will be accounted for and inventoried. This information will be recorded and included in the system documentation. B. Motorola will verify that site installations meet or exceed Motorola internal expectations and PALM SPRINGS specifications. C. A functional equipment hest of a completed site will be performed and recorded. This information will also be included for as-built documentation. If a failure is encountered during the test, Motorola will take corrective action and re-run the test. 2. SYSTEM ACCEPTANCE TEST PLAN A. A system functional test will be performed on each channel to verify that the system is operating as designed. B. The various failure modes of the system will be demonstrated by simulating equipment failure to verify the redundancy capabilities of the system. METHOD OF COVERAGE TESTING The preferred method of coverage testing involves the absolute measurement of the received radio signal field strength, correlated with a specific geographic location within the radio service area. Historically,the selection of the test locations within the service area is selected randomly, using a sufficient number of points to uniformly cover the area. The preferred method is to use a computer model of the geographic area, developed within a Geographic Information Systems Map. The Map is divided using a grid of coverage blocks that uniformly cover the area. The size of the block is determined by selecting an agreed upon number of test points within the coverage area and dividing the geographic area (in square miles)by the number of test points. This will give the approxirnate area of each test block. The test point within each individual block is determined randomly using another computer program 08/18/93 EXHIBIT G Page 2 of 18 The grid test points are then applied as a separate layer over the service area map. The individual points are then identified by their longitude and latitude, as well as by any physical terrain marks (such as street intersections). The actual testing of the service area then involves data collection and reduction. The data collection is performed) using a calibrated receiver, vehicular antenna, and analog-to-digital converter. Each test location is measured using a "drive-through" procedure. The testing of each point is done by capturing the received signal strength level using an averaging of multiple readings (typically 300-500) while moving slowly through the test point (typically 5-10 MPH). The location is captured using data from a GPS satellite navigation receiver. The data and the location is captured to disk for later analysis. The output data is then reduced to verify that the coverage requirements are met for both mobile and in-building portable use. (NOTE: in-building portable coverage is calculated using an agreed derating attenuation from the vehicular measurements. A multistory building should typically degrade the signal from between 11db-15db). C. System as-built documentation will be developed in three ring binders and will include the following information: A. Installation Drawings B. Accountability and Inventory C. Level Settings D. Functional Test Information E. As-Built Drawings F. Field Notes G. Map of coverage area. H. Coverage contours with intermediate points interpolated between actual measured points. I. Tabular data set show pass vs fail points and percentage of points passed. J. Final report describing tests, data,comments, and re- commendations. Samples of specific equipment installation and operation compliance are included. SPECIFICATION VERICATION MSF5000 REPEATERS CONVENTION CENTER 08/18/93 EXHIBIT G Page 3 of 18 0 Description The MSF5000 repeater is a microcomputer controlled radio consisting of a receiver and a transmitter. The City of Palm Springs has a total of 2 MSF5000 repeaters in the system System Functions Affected by this Test MSF5000 repeater tests will affect system operation on a channel by channel basis. Tests should be conducted during times of expected low activity. Description of Test Section 4.6 describes MSF5000 specifications. MSF5000 repeaters are designed to comply with these specifications. Tests to measure or verify each possible parameter or specification are no practical for purposes of this ATP. Detailed measurements are supplied as part of the optimization decumentation record. 08/18/93 EX Mrr G Page 4 of 18 i SPECIFICATION VERICATION MISF5000 REPEATERS EDOM HILL Description The MSF5000 repeater is a microcomputer controlled radio consisting of a receiver and a transmitter. The City of Palm Springs has a total of 4 MSF5000 repeaters in the system. System Functions Affected by this Test MSF5000 repeater tests will affect system operation on a channel by channel basis. Tests should be conducted during times of expected low activity. Description of Test Section 4.6 describes MSF5000 specifications. MSF5000 repeaters are designed to comply with these specifications. 'rests to measure or verify each possible parameter or specification are no practical for purposes of this ATP. Detailed measurements are supplied as part of the optimization decumentation record. 08/18/93 EXHIBIT G Page 5 of 18 SPECIFICATION VERIFICATION TRANSMITTER COMBINERS EDOM FALL Description The transmitter combiner is a passive device used to filter the transmitter RF output and combine transmitters onto a common antenna. System Functions Affected by this Test Transmitter combiner tests will have a substantial affect on system operation. Test should be conducted during periods of low activity. Description of Test The following tests will measure transmitter combiner input power, output power and VSWR. 08/18/93 EXHIBIT G Page 6 of 18 r 1. Transmitter Combiner input power and VSWR. 2. Transmitter Combiner output power and VSWR. 3. Calculation of Transmitter Combiner insertion loss per channel. Test: Connect a thm-line Watt meter between a Transmitter Combiner input and the MSF5000 transmitter. Key the MSF5000 using the "'XvIIT" switch on the control panel. Switch the Thru-line Watt meter to read forward power and observe reading. Swithch the Thru-line Watt meter to read reflected power and observe reading. Unkey the MSF5000 and record readings. Repeat this test for remaining repeaters. Expected results: Due to cable losses between the MSF5000 and transmitter combiners,input power should be less than the measured MSF5000 output but not less than 20%. Reflected power should be less than 1.5% of forward power reading. Forward Power reading Watts Reflected Power reading Watts Test: Connect the thm-line Watt meter between the Transmitter Combiner output port and the antenna transmission line. Key one of the MSF5000 transmitters connected to the combiner. Switch the thru-line Watt meter to read forward power and observe the rea&hg. Switch the thru-line Watt meter to read reflected power and observe the reading. Unkey the transmitter and record readings. Repeat this procedure for remaining transmitters. Expected results: Power Output from the Transmitter Combiner should not be less than 3 dB below the measured input power. Reflected power should be less than the antenna specification. Refer to antenna specification sheet for exact specification. Forward Power reading Watts Reflected Power reading Watts Transmitter Combiner Serial Number 08/18/93 EXHIBIT G Page 7 of 18 SPECIFICATION VERIFICATION RECEIVER MULTICOUPLER EDOM FELL Description The receiver multicoupler are a combination of active and passive devices used to limit the passage of frequencies to those associated with receive frequencies. System Functions Affected by this Test Receiver Multicoupler tests will affect communications at the site under test. During these tests no inbound communications will be possible at the site under test. Preplanning and user notification should precede these tests. Description of Test The following test will verify receiver multicoupler. O8/18/93 EXHIBIT G Page 9 of 18 • i Receiver multicoupler tests covered by this AT? Receiver multicoupler Gain. Test: Connect an RF signal generator to one of the MSF5000 receiver inputs. Determine the RF signal level required to unsquelch the receiver. Reconnect the receiver and move the signal generator to the receiver multicoupler input. Determine the signal level required to unsquelch the receiver. Results: MSF5000 receiver unsquelch level UV. MSF5000 receiver unsquelch level through multicoupler UV. Receiver Multicoupler Serial Number 08/18/93 EXHIBIT G Page 10 of 18 SPECIFICATION VERIFICATION CENTRAL ELECTRONIC BANK POLICE DEPARTMENT Description hi order to transmit and receive audio from the system back bone a CEB is required. System block and level diagrams are provided to show each of these devices and their relative location in the system System Functions Affected by this Test Verify audio output level on the BIM'S: Test: Please refer to attached system block and level diagram for audio levels. Procedures for performing tests and determining compliance are included along with the block and level diagrams. Expected results: Test results should conform with the block and level diagram Test results Conform to System Level Diagram Pass_ Fail_ 08/18/93 EXHIBIT G Page 11 of 18 0 COMPLIANCE WITH SYSTEM DESIGN COMMUNICATIONS CENTER Test: Verify the console design is in accordance with City of Palm Springs P.D. approved console drawings or any subsequent approved changes. Pass Fail Console Functional Tests The following tests check the functional operation of the features in the Operator Consoles. Perform the tests, and mark or initial the step for the function checked. Supervisory Console For the following tests, connect a 1KHz tone generator set for OdBm output to the 4-wire receive input of the channel under test. 1. SELECT and UNSELECT Functions. SELECT the channel control witndow name with the mouse (green bar will light up behind name of channel),and check to make sure that audio comes out of SELECT Speaker. Check operation of Select Volume Control. Select a different channel,and make sure audio switches to UNSELECT Speaker. Check operation of Unselect Volumn Control. While audio is coming out of UNSELECT Speaker,move the cursor to the left of the numeral in the volumn control wedge and press the leftmost mouse button. The volume level should reduce, and the display should show a lower volume reading. Move the cursor to the right of the numeral in the wedge and press the leftmost button. The volume should increase, and the display should show a higher volume reading. 2. CALL Function. Check for flashing Call indicator operation on channel. Remove tone from punch block. 3. BUSY Function. Press the transmit button on one console. Check to make sure the Busy indicator appears on the other console in the corresponding channel control window. 08/18/93 FJG-BBrr G Page 12 of 18 4. Multiselect Function. Select the Multiselect submenu, and select Msel 1. After Multiselect 1 is activated, move the mouse cursor to each channel control window, and select the name of the window. The green Select bar should illuminate on all windows selected. Press the APB button to.right of Msel 1 button. All selected channels should give an Xmit indication. Press the Msel 1 button again. All but one Select bar will deactivate. Press the Msel 1 button again, and all of the previously-selected channel control windows will reilluminate. Deactivate function. 5. Patch Function. Select the Patch submenu, and select Patch 1. After Patch 1 is activated, move the mouse cursor to two of the channel windows, and press the CHOOSE button on the mouse. The legend P-1 will appear in each window selected. To check the patch operation, use two radio units on the two channels selected. When a radio transmits on one patched channel, the signal should be retransmitted on the other channel. when testing is completed,unselect the two windows with the mouse, and close the patch window. 6. Move Window Function. Select the Display submenu, and select Move Window. Once Move Window is selected, select one of the channel windows. Move the window into the summary list by moving cursor to summary list on right side of screen. Move window back to original position. 7. Special Functions. Check the following functions, using the procedures in the manual: Supervisor. Select"Set Clock", then set the time and date. Select Alert function. Monitoring one of the channels with a radio, (the backu control station can be used),press each of the three alert tones and verify that the tones are transmitted. Alert 1 is a 1000 Hz steady tone, Alert 2 is a high- low tone, and Alert 3 is an interrupted 1000 Hz tone. All Mute. Use the line test set or a radio signal to feed tone into the console on an unelected channel. Select the All Mute function and make sure unselect audio is muted. Audio should re-enable itself after approximately 30 seconds. 09/18/93 EXH BIT G Page 13 of 19 NON-SUPERVISORY Operator Consoles For the following tests, connect a 1KHz tone generator set for OdBm output to the 4-wire receive input of the channel under test. 1. SELECT and UNSELECT Functions. SELECT the channel control window name with the mouse (green bar will light up behind name of channel), and check to make sure that audio comes out of SELECT Speaker. Check operation of Select Volume Control. Select a different channel, and make sure audio switches to UNSELECT Speaker. Check operation of Unselect Volume Control. While audio is coming out of UNSELECT Speaker, move the cursor to the left of the numeral in the volume control wedge and press the leftmost mouse button. The volume level should reduce,and the display should show a higher volume reading. Move the cursor to the right of the numeral in the wedge and press the leftmost button. The volume should increase,and the display should show a higher volume reading. 2. CALL Function. Check for flashing Call indicator operation on channel. Remove tone from punch block. 3. BUSY Function. Press the:transmit button on one console. Check to make sure the Busy indicator appears on the oldier console in the corresponding channel control window. 4. Multiselect Function. Select the Multiselect submenu, and select Msel 1. After Multiselect 1 is activated,move the mouse cursor to each channel control window, and select the name of the window. The green Select bar should illuminate on all windows selected. Press the APB button to right of Msel 1 button. All selected channels should give an Xmit indication. Press the Msel 1 button again. All but one Select bar will deactivate. Press the Msel 1 button again, and all of the previously-selected channel control windows will re illuminate. Deactivate function. 5. Patch Function. Select the Patch submenu, and select Patch 1. After Patch 1 is activated, move the mouse cursor to two of the channel windows, and press the CHOOSE button on the mouse. The legend P•-1 will appear in each window selected. To check the patch operation, use two radio units on the two channels selected. When a radio transmits on one patched channel, the signal should be retransmitted on the other channel. When testing is completed,unselect the two windows with the mouse, and close the patch window. 08/18/93 EXHIBIT G Page 14 of 18 0 6. Move Window Function. Select the Display submenu, and select Move Window. Once Move Window is selected, select one of the channel window. Move the window into summary list by moving cursor to summary list on right side of screen. Move window back to original position. 7. Special Functions. Check the following functions, using the procedures in the manual: Supervisor. On the Supervisory console only, select"Set Clock", then set the time and date. Select Alert Function. Monitoring one of the channels with a radio, (the backup control station can be used), press each of the three alert tones and verify that the tones are transmitted. Alert 1 is 1000 Hz steady tone,Alert 2 is a high-low tone, and Alert 3 is an interrupted 1000 Hz tone. All Mute. Use the line test set or a radio siganl to feed tone into the console on an unselected channel. Select the All Mute function and make sure unselect audio is muted. Audio should re-enable itself after approximately one minute. 08/18/93 EXHISTT G Page 15 of 18 ! • Transmitter Frequency an RF Power Output. Test: Connect the transmitter output port of the MSF5000 under test into the RF input port of the R2600 series Communications Systems Analyzer. Set up the Communications Systems Analyzer to measure frequency error and power on the frequency under test. Key the MSF5000 under test using the ",341T" switch on the MSF5000 control panel, Observe frequency error on the Communications System Analyzer. Unkey the transmitter and record data. Expected results: Frequency error should be less than 1000 Hz. Power output for MSF5000's installed should be equal to 75 Watts. Frequency Error Hz RF Power output Watts Receiver Sensitivity: Test: Connect RF output port of the Communications System Analyzer to the MSF5000 receiver under test. Connect the MSF5000 speaker output to the Vert/Sinad/Dist/DVM/Counter in jack on the Communications System Analyzer. Set up the Communications Systems Analyzer to generate an RF signal on the frequency under test with and without modulation. Perform a 20 dBQ test on the receiver. Perform a 12 dB Sinad test on the receiver. Record results. Expected results: Receiver sensitivity for 20 dBq should be <0.5 UV. Receiver sensitivity for 12 dB Sinad should be<0.35 UV. Receiver sensitivity for 20 dBq_ UV. Receiver sensitivity for 12 dB Sinad UV. MSF5000 Serial Number 08/18/93 EXHIBIT G Page 16 of 18 INSTALLATION COMPLIANCE CONVENTION CENTER MSF5000 Repeaters: Appearance of installation Pass Fail Properly anchored Pass Fail Cables properly dressed and tie wrapped Pass Fail Antenna mountings and R.F. cable runs: Appearance of installation Pass Fail R.F. cables properly dressed Pass Fail Antennas properly grounded Pass Fail Lightning arrestors installed and properly grounded Pass Fail Batteries: Appearance of installation Pass Fail Properly anchored Pass Fail Cables properly dressed and tie wrapped Pass Fail City of Palm Springs Representative Date Motorola Representative Date 08/18/93 EXHIBIT G Page 17 of 19 Transmitter Frequency an RF Power Output. Test: Connect the transmitter output port of the MSF5000 under test into the RF input port of the R2600 series Communications Systems Analyzer. Set up the Communications Systems Analyzer to measure frequency error and power on the frequency under test. Key the MSF5000 under test using the "XMI "' switch on the MSF5000 control panel. Observe frequency error on the Communications System Analyzer. Unkey the transmitter and record data. Expected results: Frequency error should be less than 1000 Hz. Power output for MSF5000's installed should be equal to 75 Watts. Frequency Error Hz RF Power output Watts Receiver Sensitivity: Test: Connect RF output port of the Communications System Analyzer to the MSF5000 receiver under test. Connect the MSF5000 speaker output to the VerUSinad/Dist/DVM/Couriter in jack on the Communications System Analyzer. Set up the Communications Systems Analyzer to generate an RF signal on the frequency under test with and without modulation. Perform a 20 dBQ test on the receiver. Perform a 12 dB Sinad test on the receiver. Record results. Expected results: Receiver sensitivity for 20 dBq should be <0.5 UV. Receiver sensitivity for 12 dB Sinad should be<0.35 UV. Receiver sensitivity for 20 dBq_ UV. Receiver sensitivity for 12 dB Sind UV. MSF5000 Serial Number 08/18/93 EXHIBIT G Page 18 of 18 Exhibit G Performance Period Plan Performance Period Plan The system as contained in the Agreement shall successfully pass a thirty (30) consecutive calendar day performance period without a major failure. If the thirty (30) day performance clock is forced to stop due to a "major failure', the clock will restart at day one. The following procedure will be used in determining when the clock should restart, a) If there is a "Major Failure' during the performance period, the clock will be restarted when the problem that caused the failure is corrected. b) If there are more than 10% "Minor Failures" to constitute a"Major Failure" during the performance period, the clock will restart at the end of the week in which the failures occur. Major Failure A "major failure'is defined as: a) A loss of mode I communications as a result of an automatic mode switch due to unexplainable causes other than a short term electrical/mechanical easily determined hardware failure. b) A loss of repeaters that is sufficient to cause a unit trying to gain access to the system to receive a busy. c) A loss of remote sites that is sufficient to prohibit a unit from gaining access to the system. d) A loss of one (1) console operator position twice within the thirty (30) day performance period due to an unexplainable cause other that a short term easily determined electrical/mechanical failure. It should be noted that a "major failure' should be direct result of an equipment failure and not related to physical damage, natural occurrences such as lightning, hurricanes, floods,etc. or any action that is uncontrollable by Motorola. 08/18/93 EXHIBIT G Page 1 of 2 Minor Failure The following shall be used to determine which units will be counted toward a minor failure. 1) When a unit in the field, the unit should be turned in to the authorized Motorola service representative and a portable or mobile complaint form will be filled out. The exact time of failure should be noted and failed units should be delivered daily to Motorola. 2) In an effort to ensure that radios sent to Motorola have a true problem, the problem indicated on the complaint form should be verified before being sent to the service shop. However, official diagnosis of trouble will be determined by Motorola. 3) Motorola will pick-tip radios each day from CMB and maintain a daily log. this log will include date and time of failure (as reported by the T), type and serial number of unit diagnosis trouble, and corrective action taken.. The CMB will be provided full access to this log. 4) A mobile or portable unit will count toward a "minor failure" only if the trouble diagnosed results in a direct loss of communications (loss of transmit and/or receive capabilities). This loss of communications must be a result of a radio problem and not related to a battery or antenna defect,physical damage or any act uncontrolled by Motorola. If total number of outstanding mobile and portable units with minor failure exceeds ten percent(10%) of total number of units within a 7 calendar day period of time, then it shall be considered a major failure. It is Motorola's position that a system of this magnitude should not be forced to operate for thirty (30) days without some sort of preventive maintenance. In order to facilitate this aspect, Motorola will adhere to the following procedure. During the thirty (30) day performance period, Motorola will provide a written explanation of expected procedure to CMB before any maintenance is performed. During this maintenance process, if we experience an interruption of communication that is a direct or indirect result of the procedure,the thirty (30) day performance clock will not be affected. 08/18/93 EXHIBIT G Page 2 of 2