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C-8477-1 - Communications System Agreement - Dispatch Radio Consoles
COMMUNICATIONS SYSTEM AGREEMENT WITH MOTOROLA SOLUTIONS, INC. THIS COMMUNICATIONS SYSTEM AGREEMENT ("Agreement") is entered into this gih day of May, 2017 between Motorola Solutions, Inc., a Delaware corporation ("Motorola") and the City of Newport Beach, a California municipal corporation and charter city ("Customer"), pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party' and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The Motorola Proposal to the City of Newport Beach dated March 10, 2017, and entitled "MCC7500 P25 Dispatch Migration" (the "Proposal") is incorporated into and made a part of this Agreement, and sections of the Proposal are cross referenced to the exhibits listed below. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through D will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B Motorola Proposal including: "System Description" (Section 1), "Equipment List" (Section 2), "Acceptance Test Plan" (Section 3), "Statement of Work" (Section 4), "Warranty Services" (Section 5), "Project Schedule" (Section 6), "Pricing Summary' (Section 7) Exhibit C Service Statement(s) of Work (See Section 4 of the Proposal) and "Service Terms and Conditions" (if applicable) Exhibit D: Insurance Requirements Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. 2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine -recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2.7. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non -Motorola Software" means Software that another party owns. 2.12. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non -Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. For non -system purchase and sale transactions (such as the purchase and sale of products only or products plus incidental services), the "Warranty Period" means one (1) year from the date of shipment. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a written amendment to the Agreement, approved as to form by the City Attorney for the Customer. Neither Party is obligated to perform requested changes unless both Parties execute a written amendment to the Agreement. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of expiration of (i) the Warranty Period or (ii) the rights under Section 3.4 below, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available and related services. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within thirty (30) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale. MOL information may be found at https://businessonline.motorola.com and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit C. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software maintenance or upgrade services. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to the maintenance, support or software services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a written amendment to the Agreement, approved by the Parties. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is the firm, fixed price of Six Hundred Fifty - Seven Thousand Nine Hundred Fifty -Five Dollars and 00/100 ($657,955.00), which amount includes freight, estimated sales tax, and any discount. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Pricing Summary included in Exhibit B. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within forty-five (45) days of invoice date. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon delivery. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: Attn: Jonathan Stafford, Deputy Director Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 The address which is the ultimate destination where the Equipment will be delivered to Customer is: Attn: Jonathan Stafford, Deputy Director Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 The Equipment will be shipped to the Customer at the following address (insert if this information is known): Attn: Jonathan Stafford, Deputy Director Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non -conformities with the requirements of this Section. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and Specifications as necessary. If change in sites or adjustment to the installation plans and Specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a written amendment to the Agreement. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System will not postpone System Acceptance or Subsystem Acceptance, but will be corrected according to a mutually agreed punch list schedule. 8.3. BENEFICIAL USE. Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the Parties will promptly memorialize this final event by means of a Final Project Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship or installation; (iii) Equipment that has had the serial number removed or made illegible by a party other than Motorola; and (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Motorola will investigate the warranty claim within five (5) business days of receipt of the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product including installation, or refund the price of the defective Equipment or Motorola Software within ninety (90) days of receipt of the warranty claim. That action will be the full extent of Motorola's liability for the warranty claim. Repaired or replaced product is warranted for either the balance of the original applicable warranty period or thiry (30) days, whichever period is longer. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re -mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California, County of Orange. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). A Party may not unreasonably withhold consent to the mediator selection. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by an executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE AND JURISDICTION. If a Dispute remains unresolved for sixty (60) days after the Notice of Mediation, either Party may submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party agrees to submit to the exclusive jurisdiction of a court in the State of California, County of Orange, over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non - defaulting Party any of its Confidential Information. If Customer is the non -defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer, its City Council, board and commissions, officers, agents, and employees harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer, its City Council, board and commissions, officers, agents, and employees to the extent it is caused by the negligence, recklessness, or willful misconduct of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, damage to tangible property, and patent and copyright infringement indemnity under Section 13.3 above, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed $500,000. MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide each other with Confidential Information. Subject to the requirements of any applicable public records law, each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by law or a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non -Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. LABOR LAWS. It shall be the obligation of Motorola or any subcontractor under it to comply with all State of California labor laws, rules and regulations and the parties agree that the City shall not be liable for any violation by Motorola or its subcontractors thereof. 16.2 TAXES. The Contract Price includes estimated sales tax but does not include any excise, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. Motorola will be solely responsible for reporting and paying taxes on its income or net worth. 16.3. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.4. WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.5. SEVERABILITY. If a court having jurisdiction finds any part of this Agreement to be invalid or unenforceable, that part will be severed and the remainder will continue in full force and effect. 16.6. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.7. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.9. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express or UPS), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Attn: Kim Caplan Sr. Account Manager 6450 Sequence Drive San Diego, CA 92121 Kim.Caplan@motorolasolutions.com Attn: Jonathan Stafford Deputy Director Newport Beach Police Department 870 Santa Barbara Drive Newport Beach, CA 92660 10 16.10. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.11. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.12. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.13. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. 16.14. CLAIMS. Before making its final request for payment under this Agreement, Motorola shall submit to City, in writing, all known claims for compensation under or arising out of this Agreement. Motorola and City expressly agree that in addition to any claims filing requirements set forth in the Agreement, Motorola shall be required to file any claim Motorola may have against City in strict conformance with the Government Claims Act (Government Code sections 900 et seq.). 16.15. CONFLICTS OF INTEREST. Motorola or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act"), which (1) requires such persons to disclose any financial interest that may foreseeably be materially affected by the work performed under this Agreement, and (2) prohibits such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. If subject to the Act, Motorola shall conform to all requirements of the Act. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. Motorola shall indemnify and hold harmless City for any and all claims for damages resulting from Motorola's violation of this Section. 16.16. EQUAL OPPORTUNITY EMPLOYMENT. Motorola represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex, age or any other impermissible basis under law. 11 16.17. NO ATTORNEYS' FEES. In the event of any dispute or legal action arising under this Agreement, the prevailing Party shall not be entitled to attorneys' fees. 16.18. COUNTERPARTS. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE] 12 The Parties hereby enter into this Agreement as of the Effective Date. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: -0464 ?rol? By: , Aaron C. Harp City Attorney3't� ATTEST: Date: PYTeili I 13rown City Clerk Attachments: CUSTOMER: CITY OF NEV Mayor BEACH, MOTOROLA SOLUTIONS, Inc., a Delaware corporation By: Name: Title: n OG Date: 7x By: Name: Title: [END OF SIGNATURES] Exhibit A Motorola "Software License Agreement" Exhibit B Motorola Proposal including: "System Description" (Section 1), "Equipment List" (Section 2), "Acceptance Test Plan" or "ATP" (Section 3), "Statement of Work" (Section 4), "Warranty Services" (Section 5), "Project Schedule" (Section 6), "Pricing Summary' (Section 7) Exhibit C Service Statement(s) of Work (See Section 4 of the Proposal) and "Service Terms and Conditions" (if applicable) Exhibit D: Insurance Requirements 13 The Parties hereby enter into this Agreement as of the Effective Date. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: 1C I 20l? By J Aaron C. Harp City Attorney3'rZ ATTEST: Date: CUSTOMER: CITY OF NEWPORT BEACH, a California municipal corporation Date: By: Kevin Muldoon Mayor MOTOROLA SOLUTIONS, Inc., a Delaware corporation Date: /11 Y 8 r 2017 By: Leilani I. Brown ((�� �1 City Clerk Name: 4l V J �-�'4'* Title: 650- Date: 50 Date: Attachments: Exhibit A Exhibit B Exhibit C Exhibit D: By: 1,1- ^Ck f 1,C Name: N. G- Cl?,Qrloe Title: mss s = Vr P - [END OF SIGNATURES] N�ARK W. ANTHONY Motorola "Software License Agreement" Motorola Proposal including: "System Description" (Section 1), "Equipment List" (Section 2), "Acceptance Test Plan" or "ATP" (Section 3), "Statement of Work" (Section 4), "Warranty Services" (Section 5), "Project Schedule" (Section 6), "Pricing Summary' (Section 7) Service Statement(s) of Work (See Section 4 of the Proposal) and "Service Terms and Conditions" (if applicable) Insurance Requirements 13 EXHIBIT A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., a Delaware corporation ("Motorola"), and the City of Newport Beach, a California municipal corporation and charter city ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. A-1 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any A-2 information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in anyform in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; A-3 provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1 )(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. A-4 Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. A-5 EXHIBIT B PROPOSAL See Following Pages. MCC7500 P25 DISPATCH MIGRATION © MOTOROLA The design, technical, pricing, and other information ("Information") furnished with this submission is proprietary information of Motorola Solutions, Inc. ("Motorola') and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. SYMBOL is a trademark owned by Symbol Technologies, Inc., which is a wholly owned subsidiary of Motorola Solutions, Inc. All other trademarks are the property of their respective owners. 0 2013 Motorola Solutions, Inc. All rights reserved. TABLE OF CONTENTS Section 1 SystemDescription......................................................................................................................... 1-1 1.1 Project Overview.............................................................................................................1-1 1.2 MCC 7500 Solution Overview.......................................................................................... 1-1 1.2.1 MCC 7500 Dispatch Site High Level Block Diagram .................................................... 1-2 1.3 The MCC 7500 dispatch Experience............................................................................... 1-3 1.3.1 Interoperability Features.............................................................................................. 1-3 1.3.1.1 Integration with the ASTROO 25 Network............................................................ 1-4 1.3.1.2 Connection to ASTROO 25 System..................................................................... 1-5 — — — 1_.3.1.3— Encrypted Voice Communications....................................................................... 1-6— — - 1.3.2 Console Operations..................................................................................................... 1-6 1.3.2.1 Dispatch Interface................................................................................................ 1-7 1.3.2.2 Standard Radio Transmission and Reception...................................................... 1-7 1.3.2.3 Dispatch Audio Experience.................................................................................. 1-8 1.3.2.4 Radio Patch Control............................................................................................. 1-9 1.3.2.5 Call Management and Control........................................................................... 1-10 1.4 MCC 7500 Dispatch Console Component Description................................................... 1-11 1.4.1 Operator Position Components.................................................................................. 1-12 1.4.2 Auxiliary Inputs and Outputs...................................................................................... 1-13 1.4.3 Conventional Channel Gateway Equipment............................................................... 1-13 1.5 Design Assumptions...................................................................................................... 1-14 Section 2 EquipmentList................................................................................................................................ 2-1 2.1 Orange County Licenses for Newport Beach Police Department ..................................... 2-1 2.2 Newport Beach Police Department Dispatch Positions .................................................... 2-1 2.3 LINK FAIL BOX Equipment............................................................................................. 2-2 2.4 Auxiliary Inputs/Outputs................................................................................................... 2-2 2.5 MKM 7000 Console Alias Manager (CAM)...................................................................... 2-2 2.6 Conventional Fallback System........................................................................................ 2-2 2.7 APX 7500 Consolette Flash Upgrade.............................................................................. 2-3 2.8 Spares.............................................................................................................................2-3 Section 3 AcceptanceTest Plan..................................................................................................................... 3-1 3.1 MCC 7100/7500 Trunked Resources.............................................................................. 3-1 3.1.1 Instant Transmit........................................................................................................... 3-1 3.1.2 Talkgroup Selection and Call....................................................................................... 3-2 3.1.3 Emergency Alarm and Call Display Description........................................................... 3-3 3.1.4 Multigroup Call............................................................................................................ 3-4 Newport Beach Police Department MCC7500 P25 Dispatch Migration © Motorola Solutions Confidential Restricted March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents 1 3.1.5 Section Multi -Select Operation.................................................................................................3-5 4.1 Overview......................................................................................................................... 3.1.6 Talkgroup Patch.......................................................................................................... 3-6 3.1.7 Console Priority........................................................................................................... 3-7 3.1.8 Channel Marker........................................................................................................... 3-8 3.1.9 Alarm Input / Outputs - Aux 1/0 Option........................................................................ 3-9 3.2 MKM 7000 Console Alias Manager (CAM).................................................................... 3-10 3.2.1 Alias Display When Using the MKM 7000.................................................................. 3-10 3.2.2 Create anew Subscriber Unit ID to Subscriber Unit Alias Mapping - Trunking .......... 3-11 3.2.3 Fault Management of MKM 7000 and MCC 7100/7500 Link ...................................... 3-12 3.2.4 Create Subscriber Unit ID to Subscriber Unit Alias Mapping ...................................... 3-13 3.3 MCC 7100/7500 Conventional Resources..................................................................... 3-14 3.3.1 Enhanced CCGW Analog Audio Logging.................................................................. 3-14 3ASignoff-Certifica-te.......................................................................................................3-15---- 15 - Section 4 Statementof Work.......................................................................................................................... 4-1 4.1 Overview......................................................................................................................... 4-1 4.2 Assumptions....................................................................................................................4-1 4.3 Contract...........................................................................................................................4-2 4.3.1 Contract Award (Milestone)......................................................................................... 4-2 4.3.2 Contract Administration............................................................................................... 4-2 4.3.3 Project Kickoff............................................................................................................. 4-3 4.4 Contract Design Review.................................................................................................. 4-3 4.4.1 Review Contract Design.............................................................................................. 4-3 4.4.2 Design Approval (Milestone)........................................................................................ 4-4 4.5 Order Processing............................................................................................................ 4-4 4.5.1 Process Equipment List............................................................................................... 4-4 4.6 Manufacturing and Staging.............................................................................................. 4-5 4.6.1 Manufacture Motorola Fixed Network Equipment........................................................ 4-5 4.6.2 Manufacture Non -Motorola Equipment........................................................................ 4-5 4.6.3 Ship to Staging (Milestone).......................................................................................... 4-5 4.6.4 Stage System.............................................................................................................. 4-5 4.6.5 Perform Staging Acceptance Test Procedures............................................................ 4-6 4.6.6 Ship Equipment to Field............................................................................................... 4-6 4.6.7 CCSi Ship Acceptance (Milestone).............................................................................. 4-6 4.6.8 Develop Templates...................................................................................................... 4-6 4.7 Civil Work for the Customer -Provided Facilities............................................................... 4-7 4.8 System Installation.......................................................................................................... 4-8 4.8.1 Install Fixed Network Equipment................................................................................. 4-8 4.8.2 Fixed Network Equipment Installation Complete.......................................................... 4-9 4.8.3 Console Installation..................................................................................................... 4-9 4.8.4 Console Installation Complete..................................................................................... 4-9 4.8.5 Control Station Flash Upgrade..................................................................................... 4-9 Newport Beach Police Department MCC7500 P25 Dispatch Migration QMotorola Solutions Confidential Restricted March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents ii 4.8.6 Control Station Complete........................................................................................... 4-10 4.8.7 System Installation Acceptance (Milestone)............................................................... 4-10 4.9 System Optimization..................................................................................................... 4-10 4.9.1 Optimize System FNE (where applicable)................................................................. 4-10 4.9.2 Link Verification......................................................................................................... 4-10 4.9.3 Completion Criteria: ................................................................................................... 4-10 4.9.4 Optimization Complete.............................................................................................. 4-11 4.10 Training.........................................................................................................................4-11 Motorola Local Service Provider.................................................................................. 4.10.1 Perform Training.................................................................................................... 4-11 4.11 Audit and Acceptance Testing....................................................................................... 4-11 4.11.1 Perform Installation Audit....................................................................................... 4-11 4.11.2 Perform Equipment Testing................................................................................... 4-11 -4-1-1.3- -Perform FunctionalTesting................................................................................. 4-12- 4.11.4 System Acceptance Test Procedures (Milestone) .................................................. 4-12 4.12 Finalize..........................................................................................................................4-12 5.2.4 4.12.1 Cutover..................................................................................................................4-12 5-3 4.12.2 Resolve Punchlist.................................................................................................. 4-13 4.12.3 Transition to Service/Project Transition Certificate ................................................. 4-13 4.12.4 Finalize Documentation......................................................................................... 4-13 4.12.5 Final Acceptance (Milestone)..... 4.13 Project Administration ........................ 4.13.1 Project Status Meetings ............. 4.13.2 Progress Milestone Submittal .... 4.13.3 Change Order Process .............. Section 5 ........................................................................... 4-14 ........................................................................... 4-14 ........................................................................... 4-14 ........................................................................... 4-14 ........................................................................... 4-14 WarrantyServices.......................................................................................................................... 5-1 5.1 The Motorola Service Delivery Team............................................................................... 5-1 5.1.1 Account Services Manager.......................................................................................... 5-1 5.1.2 Motorola System Technologists................................................................................... 5-1 5.1.3 Motorola System Support Center................................................................................. 5-1 5.1.4 Motorola Local Service Provider.................................................................................. 5-1 5.2 Warranty Services...........................................................................................................5-2 5.2.1 Dispatch Service.......................................................................................................... 5-2 5.2.2 On -Site Infrastructure Response................................................................................. 5-2 5.2.3 Network Preventative Maintenance............................................................................. 5-2 5.2.4 Infrastructure Repair.................................................................................................... 5-3 5.2.5 Infrastructure Repair with Advanced Replacement...................................................... 5-3 5.2.6 Technical Support Service........................................................................................... 5-3 5.2.7 Security Update Service (SUS).................................................................................... 5-3 5.2.8 Service from the Start (SfS)-LITE (Available, but Not Proposed) ................................ 5-4 5.2.9 Service from the Start (SfS) Comprehensive (Available, but Not Proposed) ................ 5-4 5.3 Post Warranty Services................................................................................................... 5-4 Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. m Motorola Solutions Confidential Restricted Table of Contents iii 5.4 Summary.........................................................................................................................5-5 Section 6 ProjectSchedule............................................................................................................................ 6-1 Section 7 PricingSummary............................................................................................................................ 7-1 Section 8 Termsand Conditions..................................................................................................................... 8-1 8.1.1 Communications System Agreement........................................................................... 8-2 Section 3 SCOPE OF AGREEMENT AND TERM Section 10 DELAYS Section 11 DISPUTES Section 12 DEFAULT AND TERMINATION Section 9 Section 13 INDEMNIFICATION Section 14 LIMITATION OF LIABILITY Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS ExhIBITA.................................................................................................................................. 9-13 SOFTWARE LICENSE AGREEMENT...................................................................................... 9-13 Section2 SCOPE.............................................................................................................. 9-13 Section 3 GRANT OF LICENSE........................................................................................ 9-13 Section 4 LIMITATIONS ON USE...................................................................................... 9-14 Section 5 OWNERSHIP AND TITLE.................................................................................. 9-15 Section 6 LIMITED WARRANTY: DISCLAIMER OF WARRANTY ..................................... 9-15 Newport Beach Police Department MCC7500 P25 Dispatch Migration ® Motorola Solutions Confidential Restricted March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents it, S9xN1UPfl SYSTEM DESCRIPTION 1.1 PROJECT OVERVIEW Motorola is pleased to provide Newport Beach Police Department (Newport Beach PD) with a proposal to replace their existing legacy dispatch operator positions with our ASTROO 25 series MCC 7500 IP Dispatch Console. The new MCC 7500 Dispatch Consoles sub -system will connect to the Orange County ASTROV 25 Master Site. The MCC 7500 Dispatch Console will provide Newport Beach PD with scalable, flexible system architecture, sophisticated network management and security, and an easy migration to future capabilities. The system description section of the proposal expands on the operation, specifications, and equipment of each component of the proposed solution. 1.2 MCC 7500 SOLUTION OVERVIEW Motorola's proposed dispatch solution for Newport Beach PD features our MCC 7500 Dispatch Console, offering IP -based seamless connectivity between Newport Beach PD's dispatch operators and field personnel. The proposed solution will provide Newport Beach PD with a scalable design, flexible system architecture, sophisticated network management, and an easy migration path to future capabilities. MCC 7500 Console Configuration for Newport Beach PD The proposed solution includes six (6) MCC 7500 Dispatch Console's designed to interface with the existing Orange County ASTROV 25 system. All of the dispatch positions will be located at Newport Beach PD's dispatch center. The proposal details the functionality of the following included components. Licenses: • (6) MCC 7500 advanced conventional licenses (6) MCC 7500 trunking licenses • (6) MCC 7500 Over the Ethernet Keying (OTEK) licenses • (6) UNC device licenses (in pack of l Os) Newport Beach PD MCC 7500 -based dispatch site: • (6) MCC 7500 Operator PCs • (6) MCC 7500 Voice Processor Modules (VPM) • (12) Headset Jacks • (6) Wired Headsets • (24) Desktop Speakers • (2) Motorola GGM 8000 Gateways • (2) Site Ethernet LAN Switches • (1) SDM 3000 AUX 1/0 Terminal Units • (1) MKM 7000 Console Alias Manager • (6) 22" Non -Touch Monitor • (1) GCP 8000 Conventional Site Controller • (4) Enhanced Conventional Channel Gateways (CCGW) Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-1 • (9) Flash Upgrades for existing APX 7500 Consolettes to Project 25 Trunking • (6) MCC 7500 custom Link Fail Boxes (Note: Newport Beach PD is responsible for providing an installed APX 7500 Consolette and antenna to support the custom link fail interface devices. Per the County's request, we have not included this consolette and antenna in this proposal.) Spares: • (1) MCC 7500 Operator PC • (1) MCC 7500 Voice Processor Module (VPM) (1) Headset Jack • (2) Desktop Speakers • (1) Motorola GGM 8000 Gateway • (1) Site Ethernet LAN Switch • (1) FRU: GCP 8000 Conventional Site Controller • (1) FRU: GCP 8000 Conventional Site Controller Fan Module (1) FRU: GCP 8000 Conventional Site Controller Power Supply • (1) SDM 3000 AUX 1/0 Terminal Unit • (6) MCC 7500 custom link fail interface devices (Note:Newport Beach PD is responsible for providing an installed APX 7500 Consolette and antenna to support the custom link fail interface devices. Per the County's request, we have not included this consolette and antenna in this proposal.) 1.2.1 MCC 7500 Dispatch Site High Level Block Diagram Motorola has provided a MCC 7500 Dispatch Site High Level Block Diagram on the following page. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-2 1.3 THE MCC 7500 DISPATCH EXPERIENCE The MCC 7500 dispatch consoles offers Newport Beach PD state-of-the-art communications, console management and configuration functionality, dispatch operation, and communications security. 1.3.1 Interoperability Features Motorola's ASTROO 25 product line is specifically designed around APCO P25 standards. All voice messages are digitized and all Land Mobile Radio (LMR) system features are compliant with P25 standards. As part of ongoing enhancements to this solution, Motorola has joined and actively participated in the P25 interoperability committee to ensure continuously improving interoperability with the radios of other P25 vendors. ASTRO® 25 is also fully Common Air Interface (CAI) compliant. Motorola can use multiple Newport Beach PD -furnished interoperability radios to install, configure, and make operational the necessary hardware and software to provide two-way communications between the MCC 7500 dispatch consoles and Mutual Aid channels. As shown in Figure 1-1, interoperable communications can be provided through a dispatcher -initiated interface (patch) to the Mutual Aid radios. The Motorola Conventional Channel Gateway (CCGW) forms the bridge between the MCC 7500 dispatch console on the ASTROO 25 radio network and the Mutual Aid radios. This allows the dispatcher to patch together Mutual Aid radios and required subscribers on the ASTROO 25 system as situations dictate. As an incident occurs, local Mutual Aid agencies can initiate a radio conversation to an MCC 7500 dispatch location via a programmed channel. By selecting an icon on the console monitor, the dispatcher can initiate a patch to an RF channel for first responders as necessary. Incident conversations will be seamless from the moment of the patch initiation, and can be recorded like any talk group conversation within the LMR network. The dispatcher will also be able to take part in and monitor conversations for the duration of the incident, as necessary. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. lQ Motorola Solutions Confidential Restricted System Description 1-3 71 MCC 7000 Series JEL ® Dispatch Console I ��t�� ethernet `A/ J / Mutual Aid Agency / � Radio Systems ' I • • • • Mutual Aid Radios I or Resources etherne CCGw Figure 1-1: Mutual Aid Components 1.3.1.1 Integration with the ASTROO 25 Network The MCC 7500 TP Dispatch Console is designed to integrate seamlessly with the Orange County ASTROO 25 system. This tight union between radio infrastructure and dispatch console equipment has several operational benefits to Newport Beach PD. This modular IP approach substantially reduces the amount of space needed for backroom electronics. All dispatch activity is performed over IP. The physical space needed to accommodate the MCC 7500 console position is comparable to that required for a personal computer. Both trunked talkgroups and conventional radio channels can be accessed and controlled from one MCC 7500 IP Dispatch Console over the same network. This reduces overall transport costs and the need for duplicate fixed network equipment. Table 1-1 outlines the benefits of the MCC 7500's seamless integration to the ASTROO 25 network. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-4 Table 1-1: Benefits of Seamless Integration of the MCC 7500 IP Console with Orange County's ASTRO® 25 Network Feature Benefit to Newport Beach •D Tight coordination between the IP network and IP console eliminates the Subscribers and console operators will be able to potential for audio degradation. communicate without loss of information. Emergency calls are prioritized for successful delivery regardless of Console operators will always be able to hear network traffic. emergency calls from users in the field. Inherent access to all system resources Console operators will always be able to reach out to within the network provides dispatch users in the field. priority to reach any user when needed. None Rapid call set up times and quality of The ability to scale the system to handle future service, regardless of the size of the capacity, while maintaining efficient dispatch system. operations. True end-to-end encryption capable from the subscriber to the console assurance that sensitive, private communications will operator position, enhancing remain secure, from the user in the field to the console operational security dispatch operator. Improved bandwidth efficiencies reduce Ongoing cost savings for Newport Beach PD. transport costs. 1.3.1.2 Connection to ASTROO 25 System Details on the connectivity between the MCC 7500 dispatch console and the ASTRO® 25 system are described below. Dual Site Link The MCC 7500 dispatch console site for Newport Beach PD is remote from the core site at Loma Ridge and requires redundant site links to provide path diversity. The console site has two logical connections to the Orange County Master Site at Loma Ridge, with each connection using a different core router. Each console site gateway provides an interface that handles all of the IP Network Management traffic between the Newport Beach PD MCC 7500 dispatch console center and Orange County ASTROO 25 system's core site. Newport Beachis responsible to provide two (2) T1 links to connect from Master site to Newport Beach PD's dispatch center based on the requirements below: Specifications Bit Error Rate — BER 1 X10-6 Stratum Level 2 or Better Max. Delay 5 milliseconds (ms) Availability 99.999% Line Coding B8ZS (bit 8 zero substitution) Signaling Clear Channel Compression None Framing ESF (extended super frame) Pulse Amplitude 0 dBdsx (3.OV +/- 0.3V or 6V P -P) Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-5 'Public Safety Grade Circuits — Red Tag Status LAN Switch The site LAN switch provides LAN interfaces for dispatch site equipment and a LAN port for the link to the core site. Through the switch, service technicians can access the system's configuration manager and service the equipment. Dual LAN switches have been provided to ensure dispatch functionality is not completely lost in the event of a LAN switch failure. 1.3.1.3 Encrypted Voice Communications The MCC 7500 provides true end-to-end encryption from the subscriber to the console operator position, enhancing operational security. This assures that sensitive, private communications will remain secure, from the user in the field to the console dispatch operator. AES and DES -XL encryption algorithms have been included in the VPM in this proposal. Over -the -Ethernet Keying (OTEK) The Key Management via OTEK feature provides the ability to manage the keys for a dispatch console or archiving interface server using only a KMF (key management facility). In OTEK, the management and distribution aspects of key management are all performed by the KMF. Distribution of the key management information to the dispatch consoles and archiving interface servers is done across the radio system's IP network from the KMF to each dispatch console and archiving interface server. 1.3.2 Console Operations Newport Beach Police Department MCC7500 P25 Dispatch Migration The MCC 7500 dispatch console is designed to provide mission -critical audio between the dispatch console and users in the field. It is optimized for real- time audio, prioritizing emergency calls over other traffic, minimizing voice queuing, and transmitting calls in 450 milliseconds or less. Using robust error mitigation to maintain call quality even when the system is heavily loaded, the MCC 7500 dispatch console reduces communication errors that may force dispatch console operators to repeat their transmissions. March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-6 1.3.2.1 1.3.2.2 Dispatch Interface The MCC 7500 dispatch console's graphical user interface (GUI) optimizes user efficiency. It is designed to display the maximum number of resources a dispatch operator is able to easily view and control. Newport Beach PD can customize the MCC 7500 dispatch GUI by agency or by individual user to meet their dynamic needs and requirements. Elite Dispatch Graphical User Interface The MCC 7500 dispatch GUI is an enhanced version of Motorola's Gold Elite Dispatch GUI. For existing Gold Elite users, the GUI allows a smooth transition and minimal training for radio dispatch operators. For new users, the graphical icons and customization options make the MCC 7500 dispatch console GUI easy to learn and operate. An example of the MCC 7500 dispatch GUI is shown in Figure 1-2. Figure 1.2: The MCC 7500 dispatch GUI delivers critical real-time information to console operators when and where they need it Based on operator preference, the MCC 7500 dispatch GUI can be customized to show details of trunked and conventional RF channels on a per -channel basis. Various controls can be highlighted, such as patch status, frequency select, coded/clear select, and individual volume control. Per -channel controls can be fully or partially shown, or hidden to save space on the screen. Busy dispatch operators can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user. The status of auxiliary inputs and outputs can be conveniently interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. Standard Radio Transmission and Reception A typical MCC 7500 dispatch console has two speakers, one for selected audio and the second for all remaining unselected audio. Additional speakers can be added to the console, allowing dispatch Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-7 operators to configure a specific speaker for a set of designated audio sources. This simplifies multitasking between multiple audio sources, allowing flexibility in the way the audio is presented to the dispatch operator. Receiving Calls from the Field and Other Dispatch Operators Dispatch operators have great flexibility as to how to hear calls from field radio users and other dispatch operators. Each console dispatch operator can define his or her own audio reception profile. They can select a single audio source, whether conventional or talkgroup, to be heard on a selected speaker ("Single Select'). The dispatcher can also define groups of radio resources that can all be heard on a selected speaker ("Multi -Select"). Initiating Calls to the Field and Other Dispatch Operators The dispatch operator has several different ways of initiating a call. In most circumstances, a "General Transmit" is appropriate. With the general transmit, the dispatch operator selects a resource on the console and activates the transmission through a footswitch, headset transmit button, or a microphone transmit button. If the dispatch operator needs to quickly transmit on a resource, they use the "Instant Transmit" function, which activates the resource regardless of whether it is selected. To prevent accidental activation of "Instant Transmit," it can be limited through an "Instant Transmit Safety Switch," which must be pressed prior to activation of "Instant Transmit." Making Calls to the Field and Other Dispatch Operators The dispatch operator can transmit audio in different ways, depending on who they need to speak with and how important that communication is. Most basically, they can make calls to all users listening to a specific conventional radio resource or a specific trunking talkgroup. When multiple resources are required, the operator can select additional talkgroups and/or conventional channels as needed for the call using the multi -select feature. 1.3.2.3 Dispatch Audio Experience Emergency Alarms The MCC 7500 dispatch console is capable of monitoring radio subscribers for user initiated emergency activations. On subscriber radios that are equipped and programmed to transmit an emergency alarm, the MCC 7500 dispatch console detects that this emergency has occurred and displays the emergency on operator positions that are preprogrammed to receive the emergency notification. Operator positions can be programmed to either receive the emergency or to completely ignore it. In the event of an emergency condition from a radio user, all programmed consoles will give both an audible and visual indication of the event. The dispatch operator can then silence the emergency leaving the visual indication on the screen indicating information on the initiating radio allowing the call to be handled and dispatched appropriately. Once an emergency is received all programmed operator positions will give the audible and visual indication of the event. Any one of these operator positions has the ability to silence the emergency at only their position or for all operator positions on the system. In the event of a system that all channels are busy at the RF site that receives the emergency, that event is automatically given a Priority Level 1. This is the highest priority possible, putting the emergency call at the top of any busy queue. The emergency call will be given the next available voice channel at that site bumping all non -emergency calls in the queue. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-8 Desktop Speakers Each dispatch console is capable of supporting up to eight audio speakers. In this design, four speakers are included per position. These speakers supply audio for select/unselect, as well as pre- determined audio sources to specific monitor speakers, each of which transmits unique audio—that is, an audio source cannot appear in multiple speakers at a single dispatch console. Each speaker has individual volume controls, and contains an amplifier that provides a maximum of 2 Watts of power output. Speakers are self-contained units, and can be placed on a desktop, mounted in a rack/fumiture, mounted on a wall, or mounted on a computer monitor. Headset Jack Each dispatch console is capable of supporting up to two headset jacks. A headset jack allows a dispatch console user to use a headset while operating the dispatch console. Each headset can either be connected to the console for supervisory applications, or to a desk telephone. The equipment design proposed includes two headset jacks per operator. The headset jack contains two volume controls: one for adjusting the level of received radio audio and one for adjusting the level of received telephone audio. The headset jack supports headsets which use either PJ7 (6 -wire) or PJ327 (4 -wire) longframe connectors (6 -wire headsets have a PTT button while 4 -wire headsets do not have a PTT button). Headset Base The Headset Base consists of an audio amplifier, a push -to -talk switch and a long cord with a PJ7 long frame connector at the end. Footswitch Each dispatch console is capable of a single pedal footswitch. The footswitch can be configured to control general transmit function. 1.3.2.4 Radio Patch Control MCC 7500 console users can patch communication between trunked and/or conventional radios that are normally unable to communicate with each other due to different features, programming, or even different frequency bands. A patch group is a group of linked resources that can both receive messages from a console and transmit to all other members of the patch group. The MCC 7500 supports a maximum of 16 active patch groups. Setting up a Standard Patch A dispatch operator can set up a standard patch between trunked resources and/or conventional resources. After the patch is created, the dispatch console transmits all audio on one resource to all other resources in the patch group. Patched radio users see the ID or alias of the other patched radio(s), as opposed to that of the console, provided that the radio subscriber is capable of displaying IDs. This minimizes confusion and the need for the dispatch operator to intervene in the call. Patches are automatically re-established if interrupted so the MCC 7500 user can concentrate on continuing operations. Pre -Defined Patches Patches can also be pre -defined, and be automatically re-initiated each time a dispatch console computer is restarted ("Patch Auto -Start"). Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal Is subject to the restrictions on the cover page. mMotorola Solutions Confidential Restricted System Description 1-9 Using Multi -Select The Multi -Select feature allows a dispatch console to define groups of selected radio resources. When a Multi -Select group is opened, all of the resources in the group are simultaneously selected. Resources can be added or removed from a Multi -Select group while it is open or while it is closed. The Multi -Select feature: • Selects multiple resources simultaneously. Defines and stores groups of resources so that multiple resources can be conveniently selected and deselected. 1.3.2,5 Call Management and Control Automatic Prioritization of Calls Calls on the MCC 7500 dispatch console are prioritized through a transmission hierarchy. Calls from primary supervisors take priority over those from secondary supervisors, which in turn take priority over non -supervisors. hlstant Transmit or All -Points Bulletin (APB) transmissions, regardless of whether they are from a supervisor, will take priority over general or patch transmissions. Multiple dispatch console operators can be designated as primary supervisors on the same system, which is useful when multiple agencies share one system, each with their own primary supervisor. Console supervisors have the capability to disable and enable operator console functionality as necessary. Manual Prioritization of Calls "System Access Priority Select" allows a dispatch operator to prioritize trunked resources on the system as either "normal' or "tactical." A dispatch operator can change the priority of a trunked resource to tactical in order to give the resource a better chance of gaining communication access on a busy system. Only emergency calls have a higher priority than tactical. When the System Access Priority status of a resource is changed, it is updated at all dispatch consoles in the systems that are monitoring that trunked resource. MKM 7000 Console Alias Manager The Motorola MKM 7000 Console Alias Manager (CAM) manages the radio unit ID aliases that are displayed on MCC 7500 consoles. It enables agencies that are sharing a radio system to make changes to the aliases that are displayed on their dispatch positions and logging recorders (if applicable), without affecting the aliases displayed on the dispatch positions and logging recorders of other agencies on the system. A typical dispatch console uses many types of aliases to make it easier for dispatchers to do their jobs by providing meaningful, descriptive names instead of numeric ID numbers for different resources on the console. For example, aliases are used for: • Trunking talkgroups and conventional channels • Aux I/Os • Frequencies on multi -frequency conventional channels • PL codes on conventional channels using PL • Preconfigured pages • Radio unit IDs (also called radio PTT IDs) Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-10 Most of these aliases are defined when the console is first installed and rarely or never change. But, radio unit IDs can change more often and thus need a way to easily make changes. The MKM 7000 Console Alias Manager satisfies this need. 1.4 MCC 7500 DISPATCH CONSOLE COMPONENT DESCRIPTION An MCC 7500 Dispatch IP Console consists of the following elements: • Operator position computer • Voice Processing Module (VPM) • Auxiliary hiput/Outputs • Network equipment • Conventional Channel Interface equipment This section discusses the various components that make up the proposed MCC 7500 Dispatch Console system, Figure 1-3. These components are connected together and to the rest of the ASTROO 25 system on an IP network via console site routers and switches. The MCC 7500 Dispatch Console functions as an integrated component of the total radio system, fully participating in system level features such as end-to-end encryption and agency partitioning. Since the network is IP -based, the system's interfaces and components can be distributed physically throughout the network. Logging components can be centrally located at the zone core or distributed at console sites. CCGWs can be located at conventional -only RF sites, at trunking RF sites, the master site, or at console sites with conventional stations. Aux 1%0 Servers can be placed anywhere in the zone, closest to where they are needed. Desktop Desktop Speakers Dispatch MI crap hone Console Monitor PC Analog—i VPM FoolawllaY Loc9Loggng RemAe Inatenl Re IRemNer EAemel co Poginder Erbmal TeleplonegEnSrsbm Ethernet Cable Ethe met Analog Cable Headset Jacks !� •• 'Pill LAN Console Site MCC 7500 Switch Router Dispatch Console Consoles �• Site Link 2 Ethernet Cables per (WAN) Dispatch Console Figure 1-3: Typical Motorola MCC 7500 Dispatch Console Hardware Architecture Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-11 1.4.1 Operator Position Components MCC 7500 operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch are performed within each software -based operator position, without additional centralized electronics. An MCC 7500 operator position consists of a computer a Voice Processing Module (VPM), one select speaker, up to seven unselect speakers, a desktop gooseneck microphone (only one (1) provided in this proposal per the PD's request) and/or headset jack box with in-line PTT amplifier and headset, and footswitch. Voice Processing Module (VPM) irw /Js Q Typical MCC 7500 Operator Position Components The VPM provides vocoding and audio processing services for the dispatch console. It connects to the console site LAN switch and communicates with the dispatch console PC via Ethernet. Each operator position includes a PC and a dedicated VPM. The VPM also provides connections for analog devices to be connected to the digital console. The VPM has connectors for the following devices: • One desktop microphone • Two headset jacks • Eight desktop speakers • Logging recorder • Radio instant recall recorder • External telephone set • External paging encoder • Footswitch • Generic transmit audio input Some of the connectors listed above can be used to provide audio inputs and outputs for connecting other types of dispatch consoles to the Motorola radio system in conjunction with the Motorola MCC 7500 Dispatch APIs. The secure card provides encryption and decryption services for the dispatch console. It is capable of supporting multiple, simultaneous encryption/decryption sessions using multiple algorithms and multiple secure keys. Personal Computer (PC) The dispatch console uses a customized Motorola -certified HP PC running the Microsoft Windows operating system, containing a Motorola -designed voice card and a Motorola -designed secure card. The PCs used in ASTROO 25 systems have a mini -tower form factor. The PCs are processed through Motorola factories in Elgin so that the application software, voice cards, and secure cards can be installed and tested to ensure they are operating properly. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-12 HEM 1.4.3 Auxiliary Inputs and Outputs Included in the proposed dispatch solution is an Auxiliary Input/Output server. AUX UO enables console operators to control and monitor external devices, such as doors and lights, from the console user interface. Multiple dispatch consoles anywhere in the network may monitor and control the same relay output and/or external inputs. Changes are indicated across all dispatch consoles simultaneously. Customizable graphic icons are also used to provide a visual indication of both the function and state of external inputs. The contact closures and input buffers required to interface to these devices are housed in Remote Terminal Units (BTUs). These RTUs can be physically located close to where they are needed, at any console site or RF site. The dispatch consoles and RTUs communicate with each other across the radio system's IP transport network. Individual relay outputs can be configured so that they require a safety switch to be pressed before they respond to any commands from the dispatch console user. Supported Aux 1/0 Configurations The following Aux 1/0 configurations are supported. Aux • Configuration Description Momentary Input This is an input where the user interface always shows the true state of the input. Latched Input This is an input where the user interface does not necessarily show the true state of the input. When the input goes active, the user interface shows the state as active. The display will continue to show the state as active even if the input changes to the inactive state. A dispatch console user must manually reset the display to return it to the inactive state. Momentary Output This output relay is activated when the dispatch console user presses the button on the user interface and deactivated when the dispatch console user releases the button. Latched Output This output relay changes state only when the dispatch console user presses the button. Interlocked Latched This latched output relay is part of a group of latched output relays. Output Only one of the relays in the group may be active at a time. Interlocked relays work in a "break before make" fashion; that is, the previously active relay is deactivated before the new relay is activated. Conventional Channel Gateway Equipment Conventional Channel Gateways (CCGWs) are used to interface analog and ASTROO 25 conventional channels to the ASTROO 25 radio system infrastructure. CCGWs provide 4 -wire analog interfaces for analog channels and V.24 and 11? digital interfaces for ASTRO® 25 conventional channels. The platform that is hosting a CCGW may be solely dedicated to that task or it may also be used as a console site router or an RF site router, provided the WAN link is not redundant. The enhanced GGM 8000 -based CCGW is available for interfacing to conventional channels. The enhanced CCGW can support combinations of analog, MDC 1200, ACIM Link, digital and mixed mode channels simultaneously. Motorola is providing four (4) CCGWs at Newport Beach PD, one of which is a rack mounted spare. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Description 1-13 Conventional Site Controllers The conventional site controller allows dispatch console users to continue to access and control local conventional channels if connectivity to the radio system's controller is lost. This mode of operation is often called "fallback operation" or "site conventional operation". The conventional site controller is comprised of the GCP 8000 site controller hardware with different software to provide the conventional capabilities. When used as a conventional site controller, the GCP 8000 site controller is outfitted with a single site controller module rather than two site controller modules. Only one conventional site controller is required per console site or conventional subsystem. This single conventional site controller is capable of supporting the full set of dispatch consoles, archiving interface servers and CCGWs that can be placed in a console site or conventional subsystem. Motorola is providing one (1) Conventional Site Controller at Newport Beach PD. Features Supported in Fallback Operation While in fallback operation, the dispatch consoles continue to support the vast majority of their capabilities and features. The following general feature groups are supported: • Station Control Features on Conventional Channels • Main/Alternate Conventional Channel Interfaces • Integrated Paging Encoder (analog channels only) • Channel Marker • Alert Tones • RF Cross Mute • RF Cross Busy • Acoustic Cross Mute • Patch • Select and Multi -Select • Aux I/Os (that are located at the console site) • Call Alert (ASTROO 25 Conventional channels only) • Emergency Call (ASTROO 25 Conventional channels only) 1.5 DESIGN ASSUMPTIONS Motorola has made several assumptions in preparing this proposal for Newport Beach PD. • Motorola's MCC 7500 subsystem design requires Newport Beach to provide two (2) Tl links to the dispatch center. Newport Beach is responsible to provide, configure, test, maintain and demark these circuits within 20' of the proposed MCC 7500 rack and/or equipment. — One (1) VPM has been included for each console position. Motorola will work with Orange County and Newport Beach PD during the design review to determine specific loading requirements. Motorola will provide a quote for the additional equipment and/or services to expand the loading, if required. — Dual Tl site links will be provided by Newport Beach to the ASTROO 25 CCCS Master Site. • No new logging solution has been included in this proposal. Motorola has included analog recording audio outputs. Actual audio recording equipment is the responsibility of Newport Beach PD. • No CAD interface has been included in this proposal. • Instant Recall Recorder (IRR) licenses are not included in this proposal. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-14 • Programming of the existing APX 7500 consolettes will be performed by Orange County. — Motorola is providing flash upgrades for nine (9) existing APX 7500 Consolettes to P25. They will continue to use the existing antenna systems. • Motorola's MCC 7500 design is built with dedicated workstations for each MCC 7500 operator positions. The Motorola provided computers will not be configured to share/support CAD, E911 network or any other third party applications. • Motorola does not recommend the use of unlicensed PTP microwave for Public Safety use on the MCC 7500 subsystem. Any required system interconnections not specifically outlined here will be provided by Newport Beach PD, including but not limited to dedicated phone circuits, Tl circuits or Ethernet. Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-15 SECTION 2 EQUIPMENT LIST 2.1 2.2 ORANGE COUNTY LICENSES FOR NEWPORT BEACH POLICE DEPARTMENT QTY NOMENCLATURE DESCRIPTION 1 SQM01SUM0239 MASTER SITE CONFIG UPGRADE 1 CA00996AK NM/ZC LICENSE KEY 7.13 1 CA00997AK UCS LICENSE KEY 7.13 3 CA01316AA ADD: UNC ADDTL DEVICE LIC QTY 10 NEWPORT BEACH POLICE DEPARTMENT DISPATCH POSITIONS QTY NOMENCLATURE DESCRIPTION 1 81905 MCC 7500 ASTRO 25 SOFTWARE 6 B1933 MOTOROLA VOICE PROCESSOR MODULE 6 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LICENSE 6 CA01643AA ADD: MCC 7500 / MCC 7100 TRUNKING OPERATION 6 CA01644AA ADD: MCC 7500 /MCC 7100 ADV CONVL OPERATION 6 CA00147AF ADD: MCC 7500 SECURE OPERATION 6 CA01220AA ADD: MCC 7500 / MCC 7100 OTEK OPERATION 6 CA00144AC ADD: DES -XL ALGORITHM 6 CA00182AB ADD: AES ALGORITHM 6 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 6 DSPCM250006 PS/2 KEY/MOUSE EXT MINI DIN 6FT 6 DSPWR100012 STANDARD IEC AC POWER CORD 12 FOOT 6 TT2833 COMPUTER, Z440 WORKSTATION WINDOWS 7 (NON RETURNABLE 6 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 6 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS 24 B1912 MCC SERIES DESKTOP SPEAKER 6 DSACM3151 TRANSMIT FOOT SWITCH 24 IN 12 81913 MCC SERIES HEADSET JACK 6 RLN6098 HDST MODULE BASE W/PTT, 15' CBL 6 RMN5078B SUPRAPLUS SINGLE MUFF HEADSET 6 DSTG221 22 INCH NON TOUCH MONITOR 6 T7885 MCAFEE WINDOWS AV CLIENT Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Equipment List 2-1 2.3 2.4 2.5 we, 2 CLN1856 2620-24 ETHERNET SWITCH 2 SQM01SUM0205 GGM 8000 GATEWAY 2 CA01616AA ADD: AC POWER 1 TRN7343 SEVEN AND A HALF FOOT RACK 2 DDN9748 19 INCH BLACK SHELF 2 DSRMP615A SPD, TYPE 3,120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS 1 DSTSJ48CLT SPD, RJ -45 OR HARDWIRE CONNECTED FOR T1/E1, PROTECTS 4 WIRES 1 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FOR TSJ AND WPH SERIES DATA SPDS LINK FAIL BOX EQUIPMENT 1 6 1 STMCC 7500INTDEV I MCC 7500 LINK FAIL BOX EQUIPMENT I AUXILIARY INPUTS/OUTPUTS CITY NOMENCLATURE DESCRIPTION 1 F4543 SITE MANAGER BASIC 1 VA00874 ADD: AUX 1-0 SERV FW CURR ASTRO REL 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 T11 V592 AAD TERM BLCK & CONN WI 1 L3468 MCC SERIES 1/0 SHELF W/ CONTROLLER & CABLE TT04532AA ADD: MCC SERIES I / O MODULE 11 MKM 7000 CONSOLE ALIAS MANAGER (CAM) CITY NOMENCLATURE DESCRIPTION 1 BVN1013 MKM 7000 Console Alias Manager Software 1 TT2833 COMPUTER, Z440 WORKSTATION WINDOWS 7 (NON RETURNABLE 1 T7885 MCAFEE WINDOWS AV CLIENT 1 T7449 WINDOWS SUPPLEMENTAL TRANS CONFIG 1 DSCL5808NCKIT 8 PORT LCD KVM 8 USB -PS 2 COMBO CABLES CONVENTIONAL FALLBACK SYSTEM Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Equipment List 2-2 2.7 2.8 1 CA01136AA ADD: MCC 7500 CONVEN SITE OPER 4 SQM01SUM0205 GGM 8000 GATEWAY 4 CA01616AA ADD: AC POWER 4 CA02086AA ADD: HIGH DENSITY ENH CONV GATEWAY APX 7500 CONSOLETTE FLASH UPGRADE CITY NOMENCLATURE DESCRIPTION 1 T7562 DIGITAL SMARTZONE 9 G361AJ ENH: ASTRO P25 TRUNK SOFTWARE 9 GA00469AB ENH: EXTENDED DISPATCH APX CONSOLETTE 9 W947AW ADD: ASTRO 25 INTEGRATED VOICE & DATA 9 G996AW ENH: OVER THE AIR PROVISIONING 9 G298AU ADD: ENCRYPTION P25 AND MDC OTAR 9 W969BJ ENH: MULTI KEY OPERATION 1 T7936 APX UCM UPGRADE CD 9 CA00182AR ADD: AES ENCRYPTION SOFTWARE SPARES QTY NOMENCLATURE DESCRIPTION 1 CLN1856 2620-24 ETHERNET SWITCH ? 1 SQM01SUM0205 GGM 8000 GATEWAY 1 CA01616AA ADD: AC POWER 2 81912 MCC SERIES DESKTOP SPEAKER 1 81913 MCC SERIES HEADSET JACK 1 TT2833 COMPUTER, Z440 WORKSTATION WINDOWS 7 (NON RETURNABLE 1 DSPCM250006 PS/2 KEY/MOUSE EXT MINI DIN 6FT 1 DSPWR100012 STANDARD IEC AC POWER CORD 12 FOOT 1 B1934 MCC 7500 VOICE PROCESSOR MODULE FRU 1 CA00147AF ADD: MCC 7500 SECURE OPERATION 1 CA00182AB ADD: AES ALGORITHM 1 CA00144AC ADD: DES -XL ALGORITHM 1 DLN6966 FRU: GCP 8000/GCM 8000/GPB 8000 1 DLN6898 FRU: FAN MODULE 1 DLN6781 FRU POWER SUPPLY 1 F4543 SITE MANAGER BASIC 1 VA00874 ADD: AUX 1-0 SERV FW CURR ASTRO REL 1 V266 ADD: 90VAC TO 260VAC PS TO SM 3 V592 AAD TERM BLCK & CONN WI Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 4) Motorola Solutions Confidential Restricted Equipment List 2-3 Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Equipment List 2-4 SECTION 3 ACCEPTANCE TEST PLAN 3.1 MCC 710017500 TRUNKED RESOURCES 2. TEST 3.1.1 Instant Transmit Step 1. Using CONSOLE -1, press the Instant Transmit button on TALKGROUP 1. 1. DESCRIPTION The instant transmit switch provides immediate operator access to a channel, independent of its select status (selected or unselected). It provides priority over other dispatcher transmit bars or optional footswitches. SETUP RADIO -1 - TALKGROUP 1 CONSOLE -1 —TALKGROUP 1 (Selected), TALKGROUP 2 (Unselect mode) VERSION #1.010 Newport Beach Police Department MCC7500 P25 Dispatch Migration Step 2. Verify that the Transmit indicator is lit. Step 3. Verify RADIO -1 can monitor and respond to the call on TALKGROUP 1. Step 4. On RADIO -1 change to TALKGROUP 2 Step 5. Using CONSOLE -1, press the Instant Transmit button on the TALKGROUP 2 radio resource. Step 6. Verify RADIO -1 can monitor and respond to the call on TALKGROUP 2. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-1 MCC 7100/7500 Trunked Resources 2. TEST ::b17 Step 1. Initiate a wide area call from CONSOLE -1 on TALKGROUP 1. 3.1.2 Talkgroup Selection and Step 2. Observe that RADIO -1 and RADIO -3 Call will be able to monitor the call. Dekey the console and have either radio respond to the call. 1. DESCRIPTION The Talkgroup Call is the primary level of organization for communications on a trunked radio system. Dispatchers with Talkgroup Call capability will be able to communicate with other members of the same talkgroup. This provides the effect of an assigned channel down to the talkgroup level. When a Talkgroup Call is initiated from a subscriber unit, the call is indicated on each dispatch operator position that has a channel control resource associated with the unit's channel/talkgroup. SETUP RADIO -1 -TALKGROUP 1 RADIO -2 - TALKGROUP 2 RADIO-3-TALKGROUP 1 RADIO -4 - TALKGROUP 2 CONSOLE -1- TALKGROUP 1 CONSOLE -2 - TALKGROUP 2 VERSION #1.010 Newport Beach Police Department MCC7500 P25 Dispatch Migration Step 3. Observe that all consoles with TALKGROUP 1 can monitor both sides of the conversation. Step 4. Initiate a wide area call from CONSOLE -2 on TALKGROUP 2. Step 5. Observe that RADIO -2 and RADIO -4 will be able to monitor the call. Dekey the console and have either radio respond to the call. Step 6. Observe that all consoles with TALKGROUP 2 can monitor both sides of the conversation. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-2 MCC 7100/7500 Trunked Resources 2. TEST Step 1. Initiate an Emergency Alarm from RADIO -1. 3.1.3 Emergency Alarm and Call Step 2. Observe the Emergency from RADIO -1 Display Description is received at CONSOLE -1 for TALKGROUP 1. Step 3. Acknowledge the Emergency at the 1. DESCRIPTION operator position. Verify CONSOLE -2 receives notification that the call has been acknowledged. Users in life threatening situations can use the emergency button on the radio to send an audible Step 4. Initiate a call with RADIO -1 to initiate ar alarm and a visual alarm signal to a console Emergency call. operator in order to request immediate system access to a voice channel for an emergency call. Step 5. Observe CONSOLE -1 and CONSOLE - An emergency alarm begins after the radio user 2 can monitor RADIO -1 presses the radio's emergency button. Pressing the emergency button places the radio in Step 6. Clear the Emergency from CONSOLE-' "emergency mode". To begin an emergency call, on TALKGROUP 1. the radio user must press the radio's PTT button while in "emergency mode." The assigned voice Step 7. End the Emergency Alarm from RADIO channel will be dedicated to the emergency 1. caller's talkgroup for an extended period of time, equal to the Message Hang Time plus the Emergency Hang Time. As with other call types, emergency calls can operate across sites as well as within the same site. SETUP RADIO -1 -TALKGROUP 1 Pass_ Fail_ CONSOLE -I- TALKGROUP 1 CONSOLE -2 - TALKGROUP 1 VERSION #1.010 Newport Beach Police Department March 10, 2017 MCC7500 P25 Dispatch Migration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3-3 MCC 7100/7500 Trunked Resources 2. TEST 3.1.4 Multigroup Call 1. DESCRIPTION This trunking feature allows an equipped console operator position to transmit an announcement to several different talkgroups simultaneously. As with Talkgroup Calls, multigroup calls operate across sites as well as within the same site. SETUP RADIO -1 -TALKGROUP 1 RADIO -2 - TALKGROUP 2 RADIO -3 - RANDOM CONSOLE -1 - ATG 1 Note: TALKGROUP 1 and TALKGROUP 2 are members of ATG 1. RANDOM is any talkgroup not a member of ATG 1. VERSION #1.010 Newport Beach Police Department MCC7500 P25 Dispatch Migration Step 1 Step 2 Step 3. Using CONSOLE -1, select the ATG 1 resource. Initiate the Multigroup Call from CONSOLE -1. Observe that RADIO -1 and RADIO -2 receive the Multigroup Call. Step 4. Verify that RADIO -3 does not receive the Multigroup Call because it is not a member of ATG 1. Step 5. Answer the Multigroup Call using RADIO -1 and observe CONSOLE -1 receives the response. Step 6. Verify that if the call is answered within the repeater hang time, the console will receive the call on the ATG 1 resource tile, otherwise the console will receive the call on the TALKGROUP 1 tile. Step 7. Verify that if the call is answered within the repeater hang time, RADIO -2 will monitor the call. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance Test Plan 3-4 MCC 7100/7500 Trunked Resources 2. TEST SETUP RADIO -1 -TALKGROUP 1 Pass_ Fail_ RADIO -2 - TALKGROUP 2 CONSOLE -1 -TALKGROUP 1, TALKGROUP 2 VERSION #1.010 Newport Beach Police Department March 10, 2017 MCC7500 P25 Dispatch Migration Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance Test Plan 3-5 Step 1. From CONSOLE -1, create an Msel group with TALKGROUP 1 and 3.1.5 Multi -Select Operation TALKGROUP 2. Step 2. Transmit on the Msel using the Msel instant transmit button. 1. DESCRIPTION Step 3. Verify that RADIO -1 and RADIO -2 hear the call. Multi -Select (Msel) allows the console operator to group a number of channels/talkgroups together Step 4. Initiate a call with RADIO -1. such that when the general transmit bar is depressed, all of the multi -selected Step 5. Verify the call is heard on CONSOLE -1 channels/talkgroups will transmit at the same time but not on RADIO -2. with the same information. Multi -Select is one way communication call. If a radio user responds to a Step 6. Initiate a call with RADIO -2. Multi -Select call the talkgroup the user is affiliated to will be the only one to hear the call. There is no Step 7. Verify the call is heard on CONSOLE -1 super -group formed, so radio communication is but not on RADIO -1. still at the single talkgroup level. Multi -Select is utilized to send an APB to several Step 8. On CONSOLE -1 dissolve the Msel. channels/talkgroups. A Multi -Select has a limit of twenty (20) trunking/conventional resources SETUP RADIO -1 -TALKGROUP 1 Pass_ Fail_ RADIO -2 - TALKGROUP 2 CONSOLE -1 -TALKGROUP 1, TALKGROUP 2 VERSION #1.010 Newport Beach Police Department March 10, 2017 MCC7500 P25 Dispatch Migration Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance Test Plan 3-5 MCC 7100/7500 Trunked Resources 2. TEST Step 1. Using CONSOLE -1 create a patch between TALKGROUP 1 and 3.1.6 Talkgroup Patch TALKGROUP 2. 1. DESCRIPTION Talkgroup Patch allows a dispatcher to merge several talkgroups together on one voice channel to participate in a single conversation. This can be used for situations involving two or more talkgroups that need to communicate with each other. Using the Patch feature, the console operator can talk and listen to all of the selected talkgroups grouped; in addition, the members of the individual talkgroups can also talk or listen to members of other talkgroups. Patched talkgroups can communicate with the console dispatcher and other members of different talkgroups because of the "supergroup" nature of the Patch feature. NOTE : If "secure" and 'blear" resources are patched together, one repeater for each mode may be assigned per site. SETUP RADI0-1 -TALKGROUP 1 RADIO -2 - TALKGROUP 2 RADIO -3 - TALKGROUP 1 RADIO -4 - TALKGROUP 2 CONSOLE -1 - TALKGROUP 1 and TALKGROUP 2 Note: All 4 Radios must have the same home zone. VERSION #1.010 Newport Beach Police Department MCC7500 P25 Dispatch Migration Step 2. Initiate a patch call from CONSOLE -1 Step 3. Verify RADIO -1, RADIO -2, RADIO -3, and RADIO -4 can monitor the call. Step 4. Initiate several calls between the radios and verify successful communication. Step 5. Dissolve the patch created in step 1. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Acceptance Test Plan 3-6 MCC 7100/7500 Trunked Resources 3.1,7 Console Priority 1. DESCRIPTION Console Operator Positions have ultimate control of transmitted audio on an assigned voice channel resource. The Console Position has the capability to take control of an assigned voice channel for a talkgroup call so that the operator's audio overrides any subscriber audio. Console priority is a feature that enables dispatchers to gain immediate access to an assigned voice channel so that a central point of audio control exists. SETUP RADIO -1 - TALKGROUP 1 RADIO -2 - TALKGROUP 1 CONSOLE -1- TALKGROUP I VERSION #1.020 Newport Beach Police Department MCC7500 P25 Dispatch Migration 2. TEST Step 1. Initiate a Talkgroup call from RADIO -1 Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-7 on TALKGROUP 1. Keep this call in progress until the test has completed. Step 2. Observe that RADIO -2 receives the call Step 3. While the call is in progress, key up CONSOLE -1 on TALKGROUP 1. Step 4. Observe that RADIO -2 is now receiving audio from CONSOLE -1 on TALKGROUP 1. Step 5. De -key CONSOLE -1. Step 6. Verify RADIO -2 now receives RADI0-1 audio. Step 7. End the TALKGROUP 1 call from RADIO -1. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-7 MCC 7100/7500 Trunked Resources 3.1.8 Channel Marker 1. DESCRIPTION A Channel Marker is a distinct, short duration, audible tone over radio and Console speakers. The tone is initiated and cancelled by a console operator. The tone can be initiated only for the talkgroups or conventional channels. On initiation, it is generated periodically when there is no voice activity. The tone can be used for various purposes. The primary purpose of the tone is to inform radio users that the conventional channel or the trunked talkgroup is currently involved in a high priority situation and they should stay off the channel unless they are involved in the high priority situation. The tone also informs the users that a console operator is actively monitoring the talkgroup. Note that the Channel Marker tone will only start when there is no voice activity for the selected Talkgroup or conventional channel. The channel Marker tone is sent in a current transmission mode of the Console user. SETUP RADIO -1 -TALKGROUP 1 RADIO -2 - TALKGROUP 1 CONSOLE -I - TALKGROUPI CONSOLE -2- TALKGROUP 1 VERSION #1.010 Newport Beach Police Department MCC7500 P25 Dispatch Migration 2. TEST Step 1. Initiate a Channel Marker tone on TALKGROUP 1 from CONSOLE -1 Step 2. Verify RADIO -1 and RADIO -2 can monitor the Channel Marker tone on TALKGROUP 1. Step 3. Verify CONSOLE -1 and CONSOLE -2 also monitor the Channel Marker tone on TALKGROUP 1. Step 4. Initiate a call from RADIO -1 and continue to key longer than the preset Channel Marker tone period for TALKGROUP 1. Step 5. Verify while RADIO -1 is keyed, the Channel Marker tone is suppressed. Step 6. Verify after RADIO -1 de -keys, the periodic Channel Marker tone continues to be transmitted on TALKGROUP 1. Step 7. Cancel the Channel Marker on TALKGROUP 1 from CONSOLE -1. Step 8. Verify the Channel Marker is no longer monitored on TALKGROUP 1. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance Test Plan 3-8 MCC 7100/7500 Trunked Resources 2. TEST Step 1. Assign an instance of AUXIO_1 to CONSOLE -1 to a talk resource tile on 3.1.9 Alarm Input / Outputs - TALKGROUP 1 Aux 1/0 Option Step 2. Assign instance of AUXIO_1 to CONSOLE -2 to a talk resource tile on TALKGROUP1. 1. DESCRIPTION Step 3. Change the status of AUXIO_1 on CONSOLE -1. A dispatch console user can simultaneously view Step 4. Verify the standalone tile as well as the the status of all Aux 1/0 instances pertaining to talk resource instance on CONSOLE -1 the AUX 1/0 object. Change to one AUX 1/0 and CONSOLE -2 change and display instance is simultaneously viewable by all other the same state for AUXIO_1. instances. SETUP CONSOLE-11-TALKGROUP1 CONSOLE -1 -SITE - CONSITE-1 CONSOLE-2-TALKGROUP1 CONSOLE -2 - SITE - CONSITE-1 For this test - An instance of AUXIO_1 has been created and is assigned as a standalone tile on CONSOLE -1 and CONSOLE -2. VERSION #1.020 Newport Beach Police Department MCC7500 P25 Dispatch Migration Step 5. Change the status of AUXIO_1 on CONSOLE -2. Step 6. Verify the standalone tile as well as the talk resource instance on CONSOLE -1 and CONSOLE -2 change and display the same state for AUXIO_1. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. mMotorola Solutions Confidential Restricted Acceptance Test Plan 3-9 3.2 MKM 7000 CONSOLE ALIAS MANAGER (CAM) 2. TEST 3.2.1 Alias Display When Using Step 1. Log into MKM 7000 GUI and configure the MKM 7000 an alias for RADIO -1. 1. DESCRIPTION This test will demonstrate that a Provisioning Manager (PM) defined alias still works on incoming calls when MKM 7000 solution is installed, although the locally defined ones take precedence, i.e. centrally defined ones will only be used if there is no locally defined alias for the radio that is making an incoming call. SETUP RADI0-1 -TALKGROUP 1 RADI0-2 - TALKGROUP 1 CONSOLE-I-TALKGROUP1 A standalone or cohab'ed MKM 7000 server is connected and communicating normally with an MCC 7100/7500 Console. CONSOLE -1 user is configured to use local alias service. VERSION #1.030 Newport Beach Police Department MCC7500 P25 Dispatch Migration Step 2. Verify that RADI0-2 does not have any alias defined in MKM 7000. Step 3. Verify both RADI0-1 and RADI0-2 have their own PM defined aliases. Also verify the PM defined alias for RADI0-1 is different from the one defined by MKM 7000. Step 4. Key up RADI0-1 and verify that its locally defined alias shows up on CONSOLE -1, not the PM defined alias. Step 5. Key up RADI0-2 and verify that its PM defined alias shows up. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance Test Plan 3-10 MKM 7000 Console Alias Manager (CAM) 3.2.2 Create a new Subscriber Unit ID to Subscriber Unit Alias Mapping - Trunking 1. DESCRIPTION This test will demonstrate the capability to create a Subscriber Unit (SU) alias for an SU ID via the MKM 7000 GUI and have it show up on MCC 7100/7500 Console automatically. The test will work on either a trunked or conventional system. This test will also demonstrate the capability to monitor connection status between MKM 7000 and MCC 7100/7500 Console. SETUP A standalone (not cohab) MKM 7000 server is connected and communicating normally with CONSOLE -1. RADI0-1 -TALKGROUP 1 CONSOLE -I- TALKGROUP 1 CONSOLE -1 user is configured to use the local alias service. VERSION #1.040 Newport Beach Police Department MCC7500 P25 Dispatch Migration 2. TEST Step 1. CONSOLE -1 user logs into the MCC 7100/7500 console and verifies that the consoles synchronization status with Localized Aliasing is OK, as indicated b) a green check mark on the "status screen'. Step 2. Local Alias Admin logs into MKM 7000 GUI, verify under Connected Consoles tab that the MCC 7100/7500 console is connected to MKM7000. Step 3. Create a new SU ID that matches RADIO -1 to be used for this test. Step 4. Create a new SU Alias for the SU ID (new mapping between SU ID and SU Alias). Step 5. Submit the change. Step 6. Wait (up to) 30 seconds, initiate a call using RADIO -1 ON TALKGROUP 1, verify the defined SU Alias shows up on CONSOLE -1's TALKGROUP 1 resource. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. mMotorola Solutions Confidential Restricted Acceptance Test Plan 3-11 MKM 7000 Console Alias Manager (CAM) 3.2.3 Fault Management of MKM 7000 and MCC 710017500 Link 1. DESCRIPTION This test will demonstrate that the link status between MKM 7000 and MCC 7100/7500 is monitored and fault managed by the Unified Event Manager (UEM). This test will also demonstrate that the MKM 7000 and MCC 7100/7500 both monitor the link status between them. SETUP A standalone (not cohabed) MKM 7000 server is connected and communicating normally with an MCC 7100/7500 Console. The console user is configured to use local alias service. VERSION #1.050 Newport Beach Police Department MCC7500 P25 Dispatch Migration 2. TEST Step 1. The console user logs into CONSOLE -1 and verifies that MCC 7100/7500's synchronization status with MKM 7000 server is OK, as indicated by a green check mark on the `system status" screen. Step 2. Log into the MKM 7000 GUI and verify the connection to MCC 7100/7500 is up and running under Connected Consoles tab. Step 3. Unplug the connection cable between MKM 7000 and MCC 7100/7500 and verify that the UEM shows link failure between MKM 7000 and MCC 7100/7500. Also verify the change of IinN status shows up on MKM 7000 GUI's Connected Consoles tab and MCC 7100/7500's "system status" screen. Step 4. Restore the connection cable between MKM 7000 and MCC 7100/7500 and verify that the UEM shows link failure between MKM 7000 and MCC 7100/7500 has recovered. Also verify the change of link status shows up on MKM 7000 GUI's Connected Consoles tab and MCC 7100/7500's "system status" screen. Step 5. Log the console user out of CONSOLE-' and verify that UEM shows link status is now "unconfigured user logout". Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-12 MKM 7000 Console Alias Manager (CAM) 3.2.4 Create Subscriber Unit ID to Subscriber Unit Alias Mapping 1. DESCRIPTION This test will demonstrate the capability to create a Subscriber Unit (SU) alias for an SU ID via MKM 7000 GUI and have it show up on MCC 7100/7500 Console automatically. The test will work on either a trunked or conventional system. For this test, we'll assume this will be done on a trunked system. This test will also demonstrate the capability to monitor connection status between MKM 7000 and MCC 7100/7500 Console. SETUP RADI0-1 - TALKGROUP 1 CONSOLE -I- TALKGROUP 1 A standalone (not cohab) MKM 7000 server is connected and communicating normally with an MCC 7100/7500 Console. Console user is configured to use local alias service. VERSION #1.020 Newport Beach Police Department MCC7500 P25 Dispatch Migration 2. TEST Step 1. The console user logs into CONSOLE -1 and verifies that the synchronization status with Localized Aliasing is OK, as indicated by a green check mark on the "status screen". Step 2. The Local Alias Admin logs into the MKM 7000 GUI, verify under Connected Consoles tab that CONSOLE -1 is connected to the MKM7000. Step 3. Create a new SU ID that matches RADIO -1. Step 4. Create a new SU Alias for the SU ID (new mapping between SU ID and SU Alias) Step 5. Submit the change. Step 6. Wait (up to) 30 seconds, then key up RADIO -1. Verify the defined SU Alias shows up on the TALKGROUP 1 resource of CONSOLE -1. Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance Test Plan 3-13 3.3 MCC 7100/7500 CONVENTIONAL RESOURCES 2. TEST 3.3.1 Enhanced CCGW Analog Step 1. Key RADIO -1 on CONVCH-1. Audio Logging Communicate with CONSOLE -1. Step 2. Key CONSOLE -1 on CONVCH-1. Communicate with RADIO -1. 1. DESCRIPTION Step 3. Verify the audio from the previous two steps at the audio recording device. This test will demonstrate recording of the audio from the analog channel interface on the conventional channel gateway (CCGW). The enhanced CCGW will sum receive and transmit audio received on an analog conventional channel and deliver the summed audio to the audio logging output pins 3 and 6 of the second analog connector (9A to 9D or 13A to 13D) of the same analog conventional channel. SETUP The CCGW is either a Low Density Enhanced Conventional Gateway or a High Density Enhanced Conventional Gateway. A conventional channel, CONVCH-1, with an analog interface has been configured (analog, MDC 1200, mixed mode, or ACIM). The customer's audio recording device has been connected to the audio recording output pins 3 and 6 of the second analog connector for CONVCH-1 on the enhanced CCGW. Conventional RADIO -1 - CONVCH-1 CONSOLE -1 - CONVCH-1 VERSION #1.030 Newport Beach Police Department MCC7500 P25 Dispatch Migration Pass Fail March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance Test Plan 3-14 3.4 SIGNOFF CERTIFICATE By their signatures below, the following witnesses certify they have observed the system Acceptance Test Procedures. Signatures WITNESS: Please Print Name: Initials: Please Print Title: WITNESS: Date: Please Print Name: Initials: Please Print Title: Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal Is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance Test Plan 3-15 SECTION 4 STATEMENT OF WORK 4.1 OVERVIEW This Statement of Work (SOW) describes the deliverables to be furnished to Newport Beach PD. The tasks described herein will be performed by Motorola, its subcontractors, and Newport Beach PD to implement the solution described in the System Description. This SOW describes the actual work involved in installation; identifies the installation standards to be followed; and clarifies the responsibilities for both Motorola and Customer during the project implementation. Specifically, this SOW provides: • A summary of the phases and tasks to be completed within the project lifecycle. • A list of the deliverables associated with the project. • A description of the responsibilities for both Motorola and Customer. • The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation. Motorola has identified the equipment locations to be used for the new system. Should any of the locations change, a revision to the SOW and associated pricing will be required. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations, Contract Design Review (CDR), and any other change orders that may occur during the execution of the project. The proposed solution will provide Newport Beach PD six(6) MCC 7500 Dispatch Consoles to interface with the Orange County ASTROO 25 CCCS. Included are flash upgrades for 9(9) existing APX 7500 Consolettes. Existing antenna systems will be utilized for the, nine (9) existing consolettes.Newport Beach PD is responsible for providing an installed APX 7500 Consolette and antenna to support the custom link fail devices. Per the County's request, we have not included this consolette and antenna in this proposal. This radio console subsystem does not include a CAD interface. Newport Beach Police Department's new console subsystem will connect to the Orange County ASTRO® 25 CCCS Master Site at Loma Ridge. The proposed solution has been tailored to the needs of Newport Beach PD, providing a demarcation point to the existing analog audio logger, auxiliary input/output (AUX I/O) console capabilities and multiple encryption options. 4.2 ASSUMPTIONS Motorola has based the system design on information provided by Newport Beach PD and an analysis of their system requirements. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to Newport Beach PD, a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order. • All work is to be performed during normal work hours, Monday through Friday 8:00 a.m. to 5:00 p.m. City of Newport Beach Police Department March 10, 2017 MCC7500 P25 Dispatch Migration Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-1 • All existing sites or equipment locations will have sufficient space available for the system described. — This includes available space for proposed racks, cabinets, MCC 7500 dispatch positions, cables, and cable entry ports. • All existing sites or equipment locations will have adequate electrical power and site grounding suitable to support the requirements of the system described. — It is assumed that Newport Beach PD will provide AC and/or DC power distribution units. Newport Beach is responsible to provide enough circuits to support both the existing Gold Elite consoles and the replacement MCC 7500 console during the transition process. — Newport Beach PD is responsible for providing open conduit space for Motorola to route and install CAT6, RF and ground cables. • Any site/location upgrades or modifications are the responsibility of Newport Beach PD. • Where applicable, approved FCC licensing will be provided by Newport Beach PD. • Where applicable, approved local, State, or Federal permits as may be required for the installation and operation of the proposed equipment, are the responsibility of Newport Beach PD. • Where necessary, Newport Beach PD will provide a dedicated delivery point, such as a warehouse, for receipt, inventory, and storage of equipment prior to delivery to the site(s). • Newport Beach PD is responsible for transporting and disposal of existing third party console racks and equipment. 4.3 CONTRACT 4.3.1 Contract Award (Milestone) Newport Beach PD and Motorola execute the contract and both parties receive all the necessary documentation. 4.3.2 Contract Administration Motorola Responsibilities: • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for project implementation. • Set up the project in the Motorola information system. • Schedule the project kickoff meeting with Newport Beach PD. Customer Responsibilities: • Assign a Project Manager, as the single point of contact responsible for Newport Beach PD signed approvals. • Assign other resources necessary to ensure completion of project tasks for which Newport Beach PD is responsible. Completion Criteria: • Motorola internal processes are set up for project management. • Both Motorola and Newport Beach PD assign all required resources. • Project kickoff meeting is scheduled. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-2 4.3.3 Project Kickoff Motorola Responsibilities: • Conduct a project kickoff meeting during the CDR phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision-making authority between project participants. • Review the overall project scope and objectives with Newport Beach PD. • Review the resource and scheduling requirements with Newport Beach PD. • Review the Project Schedule with Newport Beach PD to address upcoming milestones and/or events. • Review the teams' interactions (Motorola and Newport Beach PD), meetings, reports, milestone acceptance, and Newport Beach PD's participation in particular phases. Customer Responsibilities: • Newport Beach PD's key project team participants attend the meeting. • Review Motorola and Newport Beach PD responsibilities. Completion Criteria: • Project kickoff meeting completed. • Meeting notes identify the next action items. 4.4 CONTRACT DESIGN REVIEW 4.4.1 Review Contract Design Motorola Responsibilities: • Meet with Newport Beach PD project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. • Discuss the proposed Cutover Plan and methods to document a detailed procedure. • Submit design documents to Newport Beach PD for approval. These documents form the basis of the system, which Motorola will manufacture, assemble, stage, and install. • Prepare equipment layout plans for staging. • Provide minimum acceptable performance specifications for microwave, fiber, or copper links. • Establish demarcation point (supplied by the Motorola system engineer) to define the connection point between the Motorola -supplied equipment and Newport Beach PD -supplied link(s) and external interfaces. • Finalize site readiness plan. — Conduct site evaluations to capture site details of the system design and to determine site readiness. — Determine each site's ability to accommodate proposed equipment based upon physical capacity. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Statement of Work 4-3 Customer Responsibilities: Newport Beach PD's key project team participants attend the meeting. Make timely decisions, according to the Project Schedule. Frequency Licensing and Interference: — As mandated by the FCC, Newport Beach PD, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system staging. This responsibility includes paying for FCC licensing and frequency coordination fees. — Provide the FCC "call sign" station identifier for each site prior to system staging. Completion Criteria: • Complete Design Documentation, which may include updated System Description, Equipment List, system drawings, or other documents applicable to the project. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is "frozen" in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 4.4.2 Design Approval (Milestone) • Newport Beach PD executes a Design Approval milestone document. 4.5 ORDER PROCESSING 4.5.1 Process Equipment List Motorola Responsibilities: • Validate Equipment List by checking for valid model numbers, versions, compatible options to main equipment, and delivery data. • Enter order into Motorola's Customer Order Fulfillment (COF) system. • Create Ship Views, to confirm with Newport Beach PD the secure storage location(s) to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s) to the Contract. • Procure third -party equipment if applicable. Customer Responsibilities: • Approve shipping location(s). • Complete and provide Tax Certificate information verifying tax status of shipping location. Completion Criteria: • Verify that the Equipment List contains the correct model numbers, version, options, and delivery data. • Trial validation completed. • Bridge the equipment order to the manufacturing facility. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-4 4.6 MANUFACTURING AND STAGING 4.6.1 Manufacture Motorola Fixed Network Equipment Motorola Responsibilities: Manufacture the Fixed Network Equipment (ENE) necessary for the system based on the equipment order. Customer Responsibilities: • None. Completion Criteria: • FNE shipped to the staging facility. 4.6.2 Manufacture Non -Motorola Equipment Motorola Responsibilities: • Procure non -Motorola equipment necessary for the system based on the equipment order. Customer Responsibilities: • None. Completion Criteria: • Ship non -Motorola manufactured equipment to the field or to the staging facility. 4.6.3 Ship to Staging (Milestone) • Ship all equipment needed for staging to the Customer Center for Solutions Integration (CCSi), Motorola's factory staging facility in Elgin, Illinois. 4.6.4 Stage System Motorola Responsibilities: • Set up and rack the system equipment on a site -by -site basis, as it will be configured in the field. • Cut and label cables according to the approved CDR documentation. • Label the cables with to/from information to specify interconnection for field installation and future servicing needs. • Complete the cabling/connecting of the subsystems to each other ("connectorization" of the subsystems). • Assemble required subsystems to assure system functionality. • Power up, program, and test all staged equipment. • Confirm system configuration and software compatibility to the existing system. • Load application parameters on all equipment according to input from Systems Engineering. • Complete programming of the Fixed Network Equipment. • Program the approved templates into a radio -programming template tool. • Inventory the equipment with serial numbers and installation references. • Complete system documentation. • Third party subsystems may be staged at the manufacturer's facilities and integrated in the field. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-5 Customer Responsibilities: • Provide information on existing system interfaces as may be required. • Provide information on room layouts or other information necessary for the assembly to meet field conditions. Completion Criteria: • System staging completed and ready for testing. 4.6.5 Perform Staging Acceptance Test Procedures Motorola Responsibilities: • Test and validate system software and features. • Functional testing of standard system features. • Conduct site and system level testing. • Power -up site equipment and perform standardized functionality tests. • Perform system burn -in 24 hours a day during staging to isolate and capture any defects. Customer Responsibilities: • None. 4.6.6 Ship Equipment to Field Motorola Responsibilities: • Pack system for shipment to final destination. • Arrange for shipment to the field. Customer Responsibilities: • None. Completion Criteria: • Equipment ready for shipment to the field. 4.6.7 CCSi Ship Acceptance (Milestone) • All equipment shipped to the field. 4.6.8 Develop Templates Motorola Responsibilities: • Motorola assists Newport Beach PD in defining each radio/console template. Up to four templates will be included. • Motorola participates in a meeting to finalize any changes among user groups. • Program the approved templates into a radio -programming template tool. • Program sample radios with approved templates and deliver for Newport Beach PD's evaluation. Customer Responsibilities: • User groups create templates. • Forward electronic copies of the spreadsheets to the committee members for their review and comment. City of Newport Beach Police Department March 10, 2017 MCC7500 P25 Dispatch Migration Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement Work 4-6 • Approve templates. Completion Criteria: • Templates completed and approved by Newport Beach PD. 4.7 CIVIL WORK FOR THE CUSTOMER -PROVIDED FACILITIES Motorola Responsibilities: • Provide electrical requirements for each equipment rack to be installed in Newport Beach PD - provided facilities. • Provide heat load for each equipment rack to be installed in Newport Beach PD -provided facilities. • Relocate existing equipment, if needed, to provide required space for the installation of Motorola - supplied equipment. Customer Responsibilities: • If applicable and based on local jurisdictional authority, Newport Beach PD will be responsible for any installation or upgrades of the Critical Operation Power Systems in order to comply with NFPA 70, Article 708. • Secure site lease/ownership, zoning, permits, regulatory approvals, easements, power, and Telco connections. • Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for trucks to deliver materials under their own power and for personnel to move materials to the facility without assistance from special equipment. • Design and construct facilities for housing communications equipment such as shelters, towers, generators, fuel tanks, fenced compounds, etc. • Supply adequately sized electrical service, backup power (UPS, generator, batteries, etc.) including the installation of conduit, circuit breakers, outlets, etc., at each backroom equipment location. • Provide AC power to the demarcation point(s) indicated in the documentation, including the associated electrical service and wiring (conduit, circuit breakers, etc.). • Extend electrical to Motorola equipment and terminate at the OP6 or Cabinet electric panel. • Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (also, among existing and Motorola -provided equipment) based upon Motorola's Standards and Guidelines for Communication Sites. Ceiling (minimum 9 feet) and cable tray heights (minimum 8 feet) in the equipment rooms need to accommodate 7 -foot, 6 -inch equipment racks. • Provide floor space and desk space for the system equipment at Newport Beach PD -provided facilities. Each rack shall be provided a minimum of 24 -inch x 24 -inch footprint with 36 -inch clearance in the front and back. This activity includes moving the supply cabinet and arranging to have cameras moved in the last rack in the equipment room to make space. • Bring grounding system up to Motorola's standards and supply a single point system ground, of 5 ohms or less, to be used on all FNE supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola -supplied equipment. • Provide all necessary wall or roof penetrations on existing buildings for antenna coax and microwave waveguide (if applicable) for main transmitter antennas, microwave radios, and control station Yagi antennas. • Provide obstruction -free area for the cable run between the demarcation point and the communications equipment. City of Newport Beach Police Department March 10, 2017 MCC7500 P25 Dispatch Migration Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-7 • Resolve any environmental issues including, but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). • Arrange for space on the tower for installation of new antennas at the proposed heights, as applicable. • Perform structural analysis of existing tower and rooftops as required to confirm that the structure is capable of supporting proposed and future antenna loads, as applicable. • Supply all permits as contractually required. • Supply interior building cable trays, raceways, conduits, and wire supports. • Supply engineering and drafting as required for modifications to existing building drawings for site construction. • Pay for usage costs of power and generator fueling, both during the construction and installation effort, and on an ongoing basis. • Complete all customer deliverables in accordance within the approved project schedule. Completion Criteria: • All sites are ready for equipment installations in compliance with Motorola's standards. 4.8 SYSTEM INSTALLATION 4.8.1 Install Fixed Network Equipment Motorola Responsibilities: • Motorola will be responsible for the installation of all fixed equipment contained in the equipment list and outlined in the System Description based upon the agreed to floor plans, at the sites where the physical facility improvement is complete and the site is ready for installation. All equipment will be properly secured to the floor and installed in a neat and professional manner, employing a standard of workmanship consistent with its own R-56 installation standards and in compliance with applicable National Electrical Code (NEC), EIA, Federal Aviation Administration (FAA)/Transport Canada, and FCC standards and regulations/Industry Canada. • For installation of the fixed equipment at the various sites, Motorola will furnish all cables for power, audio, control, and radio transmission to connect the Motorola supplied equipment to the power panels or receptacles and the audio/control line connection point. • During field installation of the equipment, any required changes to the installation will be noted and assembled per the final `as -built' documentation of the system. • Receive and inventory all equipment. • Bond the supplied equipment to the site ground system in accordance with Motorola's standards. • Provide demarcation points to the following network connections: — Ethernet interfaces • Remove existing intercom system to make room for new equipment. • Remove existing Motorola console equipment and Motorola cables. • Dispose of existing equipment as part of the trade in (if applicable). Customer Responsibilities: • Provide secure storage for the Motorola -provided equipment, at a location central to the sites. Motorola will coordinate the receipt of the equipment with Newport Beach PD's designated contact, and inventory all equipment. • Provide access to the sites, as necessary. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. m Motorola Solutions Confidential Restricted Statement of Work 4-8 Completion Criteria: • Fixed Network Equipment installation completed and ready for optimization. 4.8.2 Fixed Network Equipment Installation Complete • All fixed network equipment installed and accepted by Newport Beach PD. 4.8.3 Console Installation Motorola Responsibilities: • Install the consoles in the space provided by Newport Beach PD. • Connect Newport Beach PD -supplied, previously -identified circuits into the console, to a demarcation point located within 25 feet of the console interface. • Terminate the audio outputs for the logged talkgroups onto a puncliblock, and then terminate these outputs into the logging recorder. • Install a dedicated Local Area Network (LAN) at each dispatch center to connect the proposed console positions. • Connect the appropriate equipment to Newport Beach PD -supplied ground system in accordance with Motorola's Site Installation standards. • Perform the console programming, based on the console templates designed during the fleetmapping process. • Configure current method of operation for the telephone and radio headset on the proposed console positions. Customer Responsibilities: • Provide demarcation point located within 25 feet of the console interface. • Provide console furniture. Completion Criteria: • Console installation is complete. 4.8.4 Console Installation Complete • Console installation completed and accepted by Newport Beach PD. 4.8.5 Control Station Flash Upgrade Motorola Responsibilities: • Perform the following tasks for the nine (9) existing APX 7500 Consolettes: — Flash Upgrade nine(9) existing APX 7500 Consolettes. Customer Responsibilities: • Program all consolettes. Completion Criteria: • Completion of all the control station flash upgrades, and approval by Newport Beach PD. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-9 4.8.6 Control Station Complete • Control Station flash upgrades completed and accepted by Newport Beach PD, 4.8.7 System Installation Acceptance (Milestone) • All equipment installations are completed and accepted by Newport Beach PD. 4.9 SYSTEM OPTIMIZATION 4.9.1 Optimize System FNE (where applicable) Motorola Responsibilities: • Motorola and its subcontractors optimize each subsystem. • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Verify communication interfaces between devices for proper operation. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR/system staging. • Set up the consoles on the radio system to perform the dispatching operation. Customer Responsibilities: • Provide access/escort to the sites. • Provide required radio ID and alias information to enable alias database setup for interface to console. • Configure existing logging recorder to accept analog audio inputs. • Dispatchers to use the existing conventional system icons for dispatching until cutover Completion Criteria: • System FNE optimization is complete. 4.9.2 Link Verification Motorola Responsibilities: • Perform test to verify site link performance, prior to the interconnection of the Motorola -supplied equipment to the link equipment. Customer Responsibilities: • Make available the required links which meet the specifications supplied by Motorola at the CDR. 4.9.3 Completion Criteria: • Link verification successfully completed. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-10 4.9.4 Optimization Complete • System optimization is completed. Motorola and Newport Beach PD agree that the equipment is ready for acceptance testing. 4.10 TRAINING 4.10.1 Perform Training Training is not included. 4.11 AUDIT AND ACCEPTANCE TESTING 4.11.1 Perform Installation Audit Motorola Responsibilities: • Perform site -installation quality audits, verifying proper physical installation and operational configurations. • Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's Standards and Guidelines for Communication Sites. Customer Responsibilities: • Provide access/escort to the sites. • Witness tests (if desired). Completion Criteria: • All installation audits completed successfully. 4.11.2 Perform Equipment Testing Motorola Responsibilities: • Test individual components of the system to verify compliance to the equipment specifications. • Repeat any failed test(s) once Motorola (or Newport Beach PD) has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package. Customer Responsibilities: • Witness tests if desired. Completion Criteria: • Successful completion of equipment testing. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-11 4.11.3 Perform Functional Testing Motorola Responsibilities: • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. • If any major task as contractually described fails, repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests. • Document the results of the acceptance tests and present to Newport Beach PD for review. • Resolve any minor task failures before Final System Acceptance. Customer Responsibilities: • Witness the functional testing. Completion Criteria: Successful completion of the functional testing. Customer approval of the functional testing. 4.11.4 System Acceptance Test Procedures (Milestone) • Newport Beach PD approves the completion of all the required tests. 4.12 FINALIZE 4.12.1 Cutover Motorola Responsibilities: Motorola and Newport Beach PD develop a mutually agreed upon cutover plan based upon discussions held during the CDR. During cutover, follow the written plan and implement the defined contingencies, as required. Conduct cutover meeting(s) with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. Customer Responsibilities: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected by the cutover (date and time). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. • Ensure that all subscriber users and console users are trained. • Provide Motorola with the subscriber information for input into the system database, for activation. Completion Criteria: • Successful migration from the old system to the new system. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-12 4.12.2 Resolve Punchlist Motorola Responsibilities: • Work with Newport Beach PD to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Customer Responsibilities: • Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: • All punchlist items resolved and approved by Newport Beach PD. 4.12.3 Transition to Service/Project Transition Certificate Motorola Responsibilities: • Review the items necessary for transitioning the project to warranty support and service. • Provide a Customer Support Plan detailing the warranty and post -warranty support, if applicable, associated with the Contract equipment. Customer Responsibilities: • Participate in the Transition Service/Project Transition Certificate (PTC) process. Completion Criteria: • All service information has been delivered and approved by Newport Beach PD. 4.12.4 Finalize Documentation Motorola Responsibilities: Provide an electronic as -built system manual on a Compact Disc (CD). The documentation will include the following: — System -Level Diagram — Site Floor Plans — Site Equipment Rack Configurations — ATP Test Checklists — Functional Acceptance Test Plan Test Sheets and Results — Equipment Inventory List — Console Programming Template — Maintenance Manuals (where applicable) — Technical Service Manuals (where applicable) Drawings are created utilizing AutoCAD design software and will be delivered in Adobe PDF format. All other system manual documents will be converted from native format to Adobe PDF format to be included on the System Manual CD. • Provide two console operator manuals at every dispatch center Customer Responsibilities: • Receive and approve all documentation provided by Motorola. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-13 Completion Criteria: • All required documentation is provided and approved by Newport Beach PD. 4.12.5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from Newport Beach PD. 4.13 PROJECT ADMINISTRATION 4.13.1 Project Status Meetings Motorola Responsibilities: Once a month, Motorola Project Manager, or designee, will attend all project status meetings with Newport Beach PD, as determined during the CDR. Record the meeting minutes and supply the report. The agenda will include the following: — Overall project status compared to the Project Schedule. — Product or service related issues that may affect the Project Schedule. — Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. — Any miscellaneous concerns of either Newport Beach PD or Motorola. Customer Responsibilities: • Attend meetings. • Respond to issues in a timely manner. Completion Criteria: • Completion of the meetings and submission of meeting minutes. 4.13.2 Progress Milestone Submittal Motorola Responsibilities: • Submit progress (non-payment) milestone completion certificate/documentation. Customer Responsibilities: • Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: • Newport Beach PD approval of the Milestone Completion document(s). 4.13.3 Change Order Process • Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost, change in system configuration or adds time to the project's timeline required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-14 in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Statement of Work 4-15 SECTION 5 WARRANTY SERVICES Motorola has over 85 years of experience supporting mission critical communications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals, backed by proven processes, tools, and continuous training. 5.1 THE MOTOROLA SERVICE DELIVERY TEAM 5.1.1 Account Services Manager Your Motorola Account Services Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Account Services Manager (ASM) is responsible to oversee the execution of the Warranty and Service Agreement and ensure that Motorola meets its response and restoration cycle time commitments. The ASM will supervise and manage the Motorola Authorized Servicer's functions. 5.1.2 Motorola System Technologists The Motorola System Technologists (ST) are available to assist Motorola's Authorized Servicers when needed for network health and operations. 5.1.3 Motorola System Support Center Located in Schaumburg, Illinois, the System Support Center (SSC) is a key component to the overall management and system maintenance. As detailed in this Customer Support Plan, the following services are provided by the System Support Center: • Dispatch Service • Technical Support. • Infrastructure Repair with Advanced Replacement. • OnSite Support Regular (four hour response time). • Network Preventative Maintenance. • Security Update Service (SUS). 5.1.4 Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians. They provide rapid response, repair, restoration, installations, removals, programming, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Warranty Services 5-1 Motorola places great emphasis on ensuring that communications systems, such as the one proposed for Newport Beach PD, meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post -warranty services as outlined in this section. 5.2 WARRANTY SERVICES Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. In addition to the Standard Commercial Warranty, the service products that comprise the Custom Warranty package mirror those delivered to Newport Beach PD and are listed below along with a brief description. • Dispatch Service. • Technical Support. • Infrastructure Repair with Advanced Replacement. • OnSite Support Regular (four hour response time). • Network Preventative Maintenance. • Security Update Service (SUS). 5.2.1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. 5.2.2 On -Site Infrastructure Response Motorola On -Site Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. 5.2.3 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment. • Remove dust and foreign substances. • Clean filters. • Measure, record, align and adjust equipment to meet original manufacturer's specifications. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Warranty Services 5-2 This service is performed based on a schedule agreed upon between you and Motorola. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 5.2.4 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola -manufactured equipment, as well as equipment from third -party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of- the-art, industry -standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our ISO9001 and TL9000-certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 5.2.5 Infrastructure Repair with Advanced Replacement Infrastructure Repair with our Advanced Replacement upgrade supplements your spares inventory with Motorola's centralized inventory of critical equipment. In advance of Motorola repairing the malfunctioning unit, a replacement unit is sent to you within 24 hours to ensure a spare unit is available. Upon receipt of the malfunctioning unit, Motorola repairs the unit and replace it in our centralized inventory. 5.2.6 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center (SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Support service translates into measurable, customer -specific metrics for assured network performance and system availability. 5.2.7 Security Update Service (SUS) Commercial security software updates are often designed without RF systems in mind and could cause inadvertent harm to your radio network, disrupting mission -critical communications and putting your first responders and citizens at risk. The Motorola Security Update Service assures that commercial anti-virus definitions, operating system software patches, and Intrusion Detection Sensor signature files are compatible with your ASTRO 25 network and do not interfere with network functionality. Our expert network security technologists analyze, perform testing, and validate the latest security software updates in a dedicated test lab and provide continuous monitoring of updates to provide you regular electronic updates upon completion of successful testing. See Table 5-1 for details. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Warranty Services 5-3 Table 5-1: Security Update Services • Anti-virus definitions and intrusion detection sensor updates for Motorola supplied equipment from applicable original equipment manufacturer. • Minor releases may include commercial OS and application security updates, patches and service pack updates for Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. 5.2.8 Service from the Start (SfS)—LITE (Available, but Not Proposed) Service from the Start (SfS) gives you the support you need to help you keep your subscriber radios operating in peak condition. When repair is required, the Motorola Depot tests, repairs, and returns the radio to original factory specifications. Firmware is also upgraded to the latest version. SfS adheres to a proven process of analysis and restoration, backed by a 90 -day warranty. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 5.2.9 Service from the Start (SfS) Comprehensive (Available, but Not Proposed) Service from the Start Comprehensive offers all the protection of a SfS—LITE support plan with even more coverage that includes chemical, liquid, and other physical damage on your Motorola portable and mobile subscriber radios. SfS Comprehensive gives you the support you need to help you keep your subscriber radios operating in peak condition. When repair is required, the Motorola Depot tests, repairs, and returns the radio to original factory specifications. Firmware is also upgraded to the latest version. SfS adheres to a proven process of analysis and restoration, backed by a 90 -day warranty. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. Currently, SfS Comprehensive is available on most MOTOTRBOTM, XTSTM XTLTM and APXTM radio product lines. 5.3 POST WARRANTY SERVICES As Motorola's continuing commitment to supporting your system, warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase either in "System Support Services" packages or as individual service offerings. These system support services significantly benefit Newport Beach PD because the system can be effectively supported after the warranty period, thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. Post -warranty support has not been included with this offering but can be provided upon request. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. QMotorola Solutions Confidential Restricted Warranty Services 5-4 5.4 SUMMARY Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your communications network. Motorola's goal is to provide Newport Beach PD with the qualified resources, to maintain and improve system operation and availability, and to deliver world-class service support. Warranty and Post Warranty Service support services to be delivered are outlined in Table 5-2. Table 5-2: Warranty and Post Warranty Service Overview Warranty and Post Warranty Service Overview Dispatch Service Warranty Year ✓ Post Warranty Year On Site Infrastructure Response ✓ Network Preventative Maintenance ✓ Infrastructure Repair ✓ Infrastructure Repair with Advanced Replacement ✓ Technical Support Service ✓ Security Update Service (SUS) ✓ Service from the Start - LITE Not proposed Service from the Start Comprehensive Not proposed City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Warranty Services 5-5 SECTION 6 PROJECT SCHEDULE Motorola will work with Newport Beach to develop a project schedule that meets Newport Beach's implementation timeline and the implementation requirements for the grant funding. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Project Schedule 6-1 SECTION 7 PRICING SUMMARY The proposed pricing is shown below: EquipmentDescription Equipment $439,837 Equipment Discount- Pricing per Orange County Price Book Agreement # MA -060-10012594 ($43,786) Equipment Total with OC Price Book Discount $396,051 System Integration and Services $264,209 Equipment and Services Total $660,260 Shipping $640 System Subtotal $660,900 System Discount if ordered by May 23, 2017 and shipped by June 23, 2017 ($33,045) SYSTEM TOTAL $627,855 Estimated Tax (Based on 8% of equipment after discount) $30,100 System Total with Tax and Shipping $657,955 Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. A. 25% of the Contract Price due upon contract execution. B. 60% of the Contract Price due upon shipment of equipment. C. 5% of the Contract Price due upon installation of equipment. D. 5% of the Contract Price due upon system acceptance or start of beneficial use. E. 5% of the Contract Price due upon Final Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable. City of Newport Beach Police Department MCC7500 P25 Dispatch Migration March 10, 2017 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Pricing Summary 7-1 EXHIBIT C SERVICE TERMS AND CONDITIONS See Section 4 of the Proposal for the Service Statement of Work. Service Terms and Conditions Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. C-1 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY C-2 Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re -perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAULTITERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, damage to tangible property, and patent and copyright infringement indemnity under Section 13.3 of the Primary Agreement, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed $500,000. MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS C-3 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. C-4 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement pursuant to written authorization from the Customer, the terms and conditions in effect at the time of the termination or expiration will apply to those services and and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates but not to exceed ten thousand dollars ($10,000). C-5 EXHIBIT D INSURANCE REQUIREMENTS Provision of Insurance. Without limiting Motorola's indemnification of City, and after this Agreement is executed but prior to commencement of Work, Motorola shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in an industry standard form reasonably satisfactory to City. Motorola agrees to provide insurance in accordance with requirements set forth here. If Motorola uses existing coverage to comply and that coverage does not meet these requirements, Motorola agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Motorola shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Motorola shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees and volunteers. B. General Liability Insurance. Motorola shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, one million dollars ($1,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract with no endorsement or modification limiting the scope of coverage for liability assumed under this Agreement. C. Automobile Liability Insurance. Motorola shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Motorola arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. D. Professional Liability (Errors & Omissions) Insurance. Motorola shall maintain professional liability insurance that covers the Services to be performed in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the Effective Date of this Agreement and Motorola agrees to maintain continuous coverage through a period no less than three years after completion of the Services required by this Agreement. 4. Other Insurance Requirements. The policies are to contain, or be endorsed to contain, the following provisions: A. Waiver of Subrogation. Workers Compensation coverage maintained or procured pursuant to this shall be endorsed to waive subrogation against City, its elected or D-1 appointed officers, agents, officials, employees and volunteers or shall specifically allow Motorola or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Motorola hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subcontractors. B. Additional Insured Status. All liability policies including general liability and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City and its officers, officials, employees and agents shall be included as insureds under such policies. C. Primary and Non ContributorvCoverage. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. Motorola agrees the policies shall not be cancelled unless a thirty (30) calendar days prior notice of cancellation is provided to City. 5. Additional Agreements Between the Parties. The parties hereby agree to the following: A. Evidence of Insurance. Motorola shall provide a standard Acord form certificate(s) of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation, and blanket additional insured endorsements as specified herein for each other coverage. Insurance certificates and endorsement must be approved for compliance with these requirements by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to reasonably change the amounts and types of insurance required due by giving Motorola sixty (60) calendar days advance written notice of such change. If such change results in additional cost to Motorola, City and Motorola may renegotiate Motorola's compensation. C. Enforcement of Agreement Provisions. Motorola acknowledges and agrees that any actual or alleged failure on the part of City to inform Motorola of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limitinq. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these requirements unless approved by City. City Remedies for Non -Compliance. Motorola will require any Subcontractors to obtain the same insurance as required of Motorola under this contract (other than Professional E&O). If Motorola or any subcontractor fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to terminate this Agreement, or to suspend Motorola's right to proceed until proper evidence of insurance is provided. D -z G. Timely Notice of Claims. Contractor shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Contractor's performance under this Contract, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice. Contractor agrees that City has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. H. Motorola's Insurance. Motorola shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. Agents or Volunteers. As used in this Exhibit D, the terms "agents" and "volunteers" mean people who are not employees or officers of the City but who have volunteered or been designated by the City to represent or perform responsibilities on behalf of the City, such as members on boards, commissions, committees or councils. D-3 CERTIFICATE OF INSURANCE CHECKLIST City of Newport Beach This checklist is comprised of requirements as outlined by the City of Newport Beach. * Date Received: 5/11/17 Dept./Contact Received From: Date Completed: 5/19/17 Sent to: Desiree By: Company/Person required to have certificate: Motorola S Type of contract: 1. 1I. Desiree Alicia GENERAL LIABILITY ® N/A EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 ❑ No A. INSURANCE COMPANY: Liberty Mutual Fire Ins Co ❑ N/A B. AM BEST RATING (A-: VII or greater): A: XV ®No C. ADMITTED Company (Must be California Admitted): ❑ N/A Is Company admitted in California? ® Yes ❑ No D. LIMITS (Must be $1M or greater): What is limit provided? E. ADDITIONAL INSURED ENDORSEMENT —please attach ® Yes ❑ No F. PRODUCTS AND COMPLETED OPERATIONS (Must include): Is it included? (completed Operations status does not apply to Waste Haulers or Recreation) ❑ Yes ❑ No G. ADDITIONAL INSURED FOR PRODUCTS AND COMPLETED OPERATIONS ENDORSEMENT (completed Operations status does not apply to Waste Haulers) ❑ Yes ❑ No H. ADDITIONAL INSURED WORDING TO INCLUDE (The City its officers, officials, employees and volunteers): Is it included? ® Yes ❑ No I. PRIMARY & NON-CONTRIBUTORY WORDING (Must be included): Is it included? ® Yes ❑ No J. CAUTION! (Confirm that loss or liability of the named insured is not limited solely by their negligence) Does endorsement include "solely by negligence" wording? ❑ Yes ® No K. ELECTED SCMAF COVERAGE (RECREATION ONLY): ® N/A ❑ Yes ❑ No L. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No AUTOMOBILE LIABILITY EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: Liberty Mutual Fire Ins Co B. AM BEST RATING (A-: VII or greater) A: XV C. ADMITTED COMPANY (Must be California Admitted): Is Company admitted in California? D. LIMITS - If Employees (Must be $1 M min. BI & PD and $500,000 UM, $2M min for Waste Haulers): What is limits provided? E LIMITS Waiver of Auto Insurance / Proof of coverage (if individual) (What is limits provided?) F. PRIMARY & NON-CONTRIBUTORY WORDING (For Waste IM N/A ® Yes ❑ No Haulers only): ® N/A ❑ Yes ❑ No G. HIRED AND NON -OWNED AUTO ONLY: ❑ N/A ❑ Yes ®No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes 0 No III. WORKERS' COMPENSATION EFFECTIVE/EXPIRATION DATE: 7/1/16-7/1/17 A. INSURANCE COMPANY: Liberty Insurance Corporation B. AM BEST RATING (A-: VII or greater): A: XV C. ADMITTED Company (Must be California Admitted): ® Yes ❑ No D. WORKERS' COMPENSATION LIMIT: Statutory ® Yes ❑ No E. EMPLOYERS' LIABILITY LIMIT (Must be $1M or greater) 1M F. WAIVER OF SUBROGATION (To include): Is it included? ® Yes ❑ No G. SIGNED WORKERS' COMPENSATION EXEMPTION FORM: ® N/A ❑ Yes ❑ No H. NOTICE OF CANCELLATION: ❑ N/A ® Yes ❑ No ADDITIONAL COVERAGE'S THAT MAYBE REQUIRED IV. PROFESSIONAL LIABILITY EFFECTIVE: 7/1/16-7/1/17 CARRIER:LLOYDS Non Admitted LIMIT: 1M/1M ® N/A ❑ Yes ❑ No V POLLUTION LIABILITY ® N/A ❑ Yes ❑ No V BUILDERS RISK HAVE ALL ABOVE REQUIREMENTS BEEN MET? IF NO, WHICH ITEMS NEED TO BE COMPLETED? Approved: 3 ; Agent of Alliant Insurance Services Broker of record for the City of Newport Beach 5/19/17 Date ® N/A ❑ Yes ❑ No ® Yes ❑ No RISK MANAGEMENT APPROVAL REQUIRED (Non -admitted carrier rated less than _ Self Insured Retention or Deductible greater than $ ) ❑ N/A ❑ Yes ❑ No Reason for Risk Management approval/exception/waiver: Approved: Risk Management * Subject to the terms of the contract. Date