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HomeMy WebLinkAboutC-5752 - Communications Systems Agreement for Marine Safety Dispatch SystemCOMMUNICATIONS SYSTEM AGREEMENT WITH MOTOROLA SOLUTIONS, INC. THIS COMMUNICATIONS SYSTEM AGREEMENT ("Agreement") is entered into this It day of MAR O , 2014 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 January 17, 2014, for a "Marine Safety Dispatch System" (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: "Statement of Work" (Section 1), "System Description" (Section 2), Acceptance Test Plan" or "ATP" (Section 3), Service Statement(s) of Work and "Service Terms and Conditions" (Section 4), Equipment List" (Section 5), "Payment Schedule" (Section 6.1) 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. 2 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 3 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is the firm, fixed price of Two Hundred Thirty Thousand Two Hundred Sixty Nine Dollars and 81/100 ($230,269.81), which amount includes freight, estimated sales tax, and a trade-in and timing incentive 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 Payment Schedule 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: Rob Williams, Lifeguard Operations Chief City of Newport Beach 70 Newport Pier Newport Beach, CA 92663 The address which is the ultimate destination where the Equipment will be delivered to Customer is: Attn: Rob Williams, Lifeguard Operations Chief City of Newport Beach 70 Newport Pier Newport Beach, CA 92663 The Equipment will be shipped to the Customer at the following address (insert if this information is known): Attn: Rob Williams, Lifeguard Operations Chief City of Newport Beach 70 Newport Pier Newport Beach, CA 92663 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 tines (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 4 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 5 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. 6 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 'aches, 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 7 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 a 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 9 16.1. 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. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court 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. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express or UPS), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Attn: Kim Caplan Sr. Account Manager Customer Attn: Rob Williams Lifeguard Operations 10 6450 Sequence Drive San Diego, CA 92121 Kim.Caplan@motorolasolutions.com City of Newport Beach 100 Civic Center Dr. P.O. Box 1768 Newport Beach, CA 92658 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. 16.13 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.). 16.14 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. 11 16.15 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. 16.16 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. 16.17 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. 12 The Parties hereby enter into this Agreement as of the Effective Date. APPROVED AS TO FORM: CITY ATTOORNEY''SS�OFFICE Date: 3/2S // 7 By: /Aaroh C. Harp / U City Attorney ATTEST: , Zo � Date: Leilani I. Brown City Clerk Attachments: CUSTOMER: CITY OF NEWPORT BEACH, a California municipal corporation Date: 3\12,5\ ty By. Dave Kiff Manager MOTOROLA SOLUTIONS, Inc., a Delaware corporation Date: n4AL0r 24, 2 a rtr By: / ,'_ / Name: ILijL`kr,ead Title:L/leer 44l Vct; Pzesrnee" Date: Y1A-r2Lrf '2 Li 7-0i-/ Name: '/ l""LA✓a r r Ca e Title: NSSSI t1, [END OF SIGNATURES] MARK W. ANTHONY Exhibit A Motorola "Software License Agreement" Exhibit B Motorola Proposal including: "Statement of Work" (Section 1), "System Description" (Section 2), Acceptance Test Plan" or "ATP" (Section 3), Service Statement(s) of Work and "Service Terms and Conditions" (Section 4), Equipment List" (Section 5), "Payment Schedule" (Section 6.1) 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 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. A-2 Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. 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 A-3 to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. 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 SECTION 1 Motorola is proposing to the City of Newport Beach the installation and configuration of the following equipment at the specified locations. Newport Beach Marine / Lifeguard Headquarters - Two Position MCC7500 Dispatch Console with K- Core. - Seven (7) APX 7500 Console control stations. The document delineates the general responsibilities between Motorola and the City of Newport Beach as agreed to by contract. 1.1 MOTOROLA RESPONSIBILITIES Motorola's general responsibilities include the following: • Perform the installation of the Motorola supplied equipment described above. • Schedule the implementation in agreement with the City of Newport Beach. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Provide the City of Newport Beach with the appropriate system interconnect specifications. 1.2 CITY OF NEWPORT BEACH RESPONSIBILITIES The City of Newport Beach will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. The City of Newport Beach's general responsibilities include the following: • Provide all buildings, equipment shelters, and towers required for system installation • Insure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. • Obtain all licensing, site access, or permitting required for project implementation. • Customer will provide required power drops to the rack mounted PDUs • Obtain frequencies for project as required. • Customer will provide antenna systems for all stations. • Customer will provide a dedicated delivery point, such as a warehouse, for receipt, inventory and storage of equipment prior to delivery to the site(s). • Coordinate the activities of all the City of Newport Beach's vendors or other contractors. Motorola has made several assumptions in preparing this proposal, which are noted below. In order to provide a firm quote, Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. City of Newport Beach 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is 'subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 1-1 • All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage and site grounding to support the requirements of the system described. • All existing towers will have adequate space and size to support the antenna network requirements of the system described. • Any site/location upgrades or modifications are the responsibility of the customer. • Any tower stress analysis or tower upgrade requirements are the responsibility of the customer. • Approved FCC licensing provided by the customer. • Approved local, State or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the customer. • Any required system interconnections not specifically outlined here will be provided by the Customer. These may include dedicated phone circuits, microwave links or other types of connectivity. • No coverage guarantee is included in this proposal. • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the Customer's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. 17 January 2014 City of Newport Beach Use or disclosure of this proposal is subject Marine Safety Dispatch System to the restrictions on the cover page. 1-2 Statement of Work Motorola Solutions Confidential Restricted SECTION 2 Motorola is proposing a solution for City of Newport Beach that consists of two Motorola MCC 7500 Dispatch Consoles with a K 1 Core network platform. The KI Core system provides a scalable and virtualized core which provides an adaptable and affordable platform for mission critical wireless communications. Your Master site consists of a Configuration Manager, and two operator positions. Each of the operator positions for City of Newport Beach will be configured with: • A Motorola -certified personal computer. • Voice Processing Module (VPM). • Desktop speakers (2). • Headset jacks (2). • Desktop microphone (1). • Footswitch (1). The Master site equipment communicates through the Core Local Area Network (LAN) Switch. The LAN switch provides the interface for all gateways, consoles, and conventional channels. Also included are two conventional channel gateways to connect to your (7) APX consolettes. For future expansion, the console is designed to support up to 40 Conventional resources at this site (with 10 more resources at a remote site, if needed). In addition, the system operates on the Elite Dispatch Graphical User Interface (GUI). There are no IP connections to other sites in this proposal. Although this system is capable of supporting an IP logging recorder with AIS, none is included in this proposal. The Motorola MCC 7500 Dispatch Console is Motorola's mission critical IP high -tier radio dispatch console system. The MCC 7500 Dispatch Console features an intuitive, easy -to -use Graphical User Interface (GUI) that runs under Windows 7, utilizing the industry standard PC platform. MCC 7500's highly recognizable icons are designed to reduce user training time, and allow dispatchers to manage information more productively. Motorola has taken great care to propose an offering that will provide City of Newport Beach with a radio solution that meets their needs. 2.1 FEATURES ASTRO 25 K Core systems provide mission critical call management operations. The platform allows. agencies to easily add voice services, data services, connectivity service and operational management services. Even if some features or devices are marked as "not included" for your system, this will give you a more complete understanding of the full capabilities of your system so that you can decide if other features are needed at any time in the future. ASTRO 7.12 conventional radio systems provide many advanced features including: • Project 25 encryption algorithms: DES-OFB, AES (not included). • PTTID. • Call Alert. • Emergency Alarm. City of Newport Beach 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-1 • Emergency Call. • Remote Monitor. • Radio Enable/Disable. • Radio Check. • Status Request. • Status Update. • Message Update. • Call Alert through paging. • Integrated Voice and Data (not included). In addition to Project 25 specific features and capabilities, Motorola has augmented the basic feature set to include new features which may only be supported on that manufacturer's mobiles and portables to provide added value. The following features are available with statlalert signaling when used in the analog mode (definitions match those given above): • PTTID. • Selective Call. • Call Alert. • Emergency Alarm. • Emergency Call. • Radio Check. • Selective Radio Inhibit/Enable. • Remote Monitor. • Status Update. • Message Update. • Status Request. 2.2 BENEFITS Designed for effective, flexible dispatch communications, the MCC 7500 Dispatch Console provides a range of valuable benefits: • IP Network— The MCC 7500 supports the IP protocols of the ASTRO 25 systems transport network. • End -to -End Encryption — Encryption and decryption occurs in the dispatch consoles, allowing true end -to -end encryption in the radio system. (not included) • User Friendly — MCC 7500's environment features the familiar standards used by other Windows programs worldwide. • Screen layout, menus, and icons are easy to understand and quickly recognizable by users. • Each dispatcher's configuration can be customized via the Elite Admin application. • Elite Dispatch GUI uses a simple point -and -click response. The dispatcher has the choice of using a mouse, trackball, or optional touch screen, and the keyboard is not required for day-to-day operations. 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. City of Newport Beach Marine Safety Dispatch System 2-2 System Description Motorola solutions Confidential Restricted 2.3 SYSTEM COMPONENTS This section discusses the different components' which comprise an ASTRO 25 K Core Conventional System. ASTRO 25 is a dynamic platform based upon the evolving Project 25 standard. Motorola reserves the right to modify the hardware design or system architecture of this proposed solution during the implementation phase of the project, if necessary, provided that the changes have no adverse impact to the system's compliance to the stated requirements. 2.3.1 ASTRO 25 Conventional Core Hardware Components The ASTRO 25 K-core is a scalable and virtualized core which provides an adaptable and affordable platform for mission critical wireless communications. Motorola manufactured hardware components combined with Motorola's proven software are leveraged to reliably and cost-effectively support a variety of critical voice and data services. The flexibility of design enables City of Newport Beach to build a system that meets their specific needs. The following is the list of core equipment and network elements that K Core systems can be comprised of. Although some items shown are not included for this particular project, these can be added at a later time should these features be needed in the future. • The GCP 8000. • The GGM 8000. • The Ethernet Switch • The PDG (not included). • The GGSN (not included). • The Firewall (not included). • The Console OP and VPM (counted as one network element). • The IP GTR 8000 Base Radio/GPW 8000 Receiver (not included). • The IP GCM 8000 Comparator (not included). • IP Logging Recorder (not included). • AIS and VPM (not included). • Analog Logging Recorder (not included). • NTP time server (not included). • The CCGW. • MOSCAD Aux I/O SDM 3000 RTU. • Configuration Manager. • Terminal Server (not included). The Master Site is the central point for all system traffic in each ASTRO 25 zone. Call processing and system management occur at the Master Site. Some of the Master Site components are described in more detail below: 2.3.1.1 GCP 8000 Site Controllers The GCP 8000 Site Controller provides mission critical call processing throughout the ASTRO 25 Conventional System. The GCP 8000 interfaces via multiple Ethernet LAN switches, and provides access to the packet switched network via the configured Core Gateway. The GCP 8000 is equipped with a single controller module. The GCP 8000 is capable of supporting the full set of dispatch City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-3 consoles, archiving interface servers, and conventional gateway. The GCP 8000 can only be located at the Kl Core. The GCP 8000 is responsible for: • Fault management for the GCP 8000 • Processing conventional call requests from the conventional gateway or from the Console • Assigning the multicast groups for conventional calls. • Issuing a call grant to the requestor. • Issuing a beginning of mobile transmission to the consoles (with alias information). • Arbitration between multiple radios and/or consoles vying for the same channel. • Processing an end of call. • Acknowledge subscriber signaling calls (e.g. Emergency). • Distributes subscriber signaling to affiliated consoles. • As well as other conventional voice call processing. 2.3.1.2 GGM 8000 Gateway The core gateways are used for devices that forward packets beyond their local LAN. The gateways perform the routing control of audio, data, and network management traffic in and out of the zone, replicating packets while achieving the fast access levels required by real-time voice systems. The Master site audio, data, control, and network management equipment interfaces to the dispatch sites, via the LAN switch through the GGM 8000 Core Gateway. 2.3.1.3 Core LAN Switch The Master site equipment includes a Core LAN switch. The switch is connected via Gigabit Ethernet trunks. The LAN switch aggregates all the Ethernet interfaces for all servers, clients, and Gateway routers at the Master site. 2.3.1.4 Conventional Channel Gateway (CCGW) Support for legacy Mixed Mode channels (ATAC 3000, QUANTAR, etc) is provided in A7.12 including K series. The GGM 8000 Gateway supports analog and v.24 ports which are bound together via network manager configuration to support hybrid (Mixed Mode) links. There is no support for DIUs to be directly linked to an A7.12 system. If DIUs are needed to support legacy (Elite) consoles, they may be connected to the ATAC 3000 using the ATAC's Parallel Audio feature where six console systems can share the RF channel. This would allow the DIU to remain connected to the existing ATACs. The GGM 8000 would be connected to the ATAC as well. Inbound and outbound audio are copied to atl six console ports on the ATAC so that all console operators can hear each other. The Conventional Channel Gateway (CCGW) is a GGM 8000 Gateway with a 4w/v.24 interface module. On the GGM 8000 gateway, the CCGW interfaces up to 10 digital channels utilizing IP links and any combination of up to four digital channels utilizing V.24 links, analog channels, or MDC1200 channels. RF site gateways or console site gateways are fitted with four -wire interface cards, which are connected to the analog conventional stations. The portion of the gateway hardware and software that support the conventional stations is called the Conventional Channel Gateway (CCGW). Up to four analog conventional stations may be connected to a CCGW. If the number of stations at a site exceeds the capacity of the gateway, additional CCGWs can be added to support those stations. A 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. City of Newport Beach Marine Safety Dispatch System 2-4 System Description Motorola Solutions Confidential Restricted maximum of 10 CCGWs can be deployed per Hub site (a Hub site is a remote site with consoles or comparators, a BR site can support a maximum of three CCGWs). eo ec ea ,y, +. © luuuu 6ID 2.3.1.5 Voice Processor Module (VPM) The VPM performs the digital -to -analog and analog -to -digital conversions for all analog audio flowing into or out of the dispatch console or AIS. It also provides the connections for items such as the speakers, headset jacks, microphone, footswitch, local logging recorder, 911 telephone headset, and instant recall recorder for radio. The voice card within the VPM provides the vocoding and audio processing services for the dispatch console. It is capable of supporting IMBE vocoder algorithms for ASTRO 25 operation, as well as supporting audio level adjustments, summing, and filtering, and can support multiple simultaneous streams of audio. 2.3.2 ASTRO 25 Conventional Core Software Components The Master site consists of the following Operating System (05) software components: • Configuration Manager — Microsoft Windows 7. • Console OP — Microsoft Windows 7. • VPM — OSE OS. • GCP 8000 — OSE OS. • GGM 8000 — Enterprise operating system. • GTR 8000 — OSE OS. 2.3.3 MCC 7500 Dispatch Console Components The dispatch consoles designed for City of Newport Beach consists of the following major components: • Dispatch Console Hardware. • Personal Computer (PC). • Voice Processing Module (VPM). 2.3.4 Dispatch Console Hardware The various hardware elements which comprise the dispatch console are the personal computer, general purpose input/output module, desktop microphone, headsetjack, desktop speaker, and footswitch. 2.3.5 Personal Computer (PC) The dispatch console uses an off -the -shelf personal computer operating on Microsoft Windows 7. City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-5 The PCs are processed through the Motorola factory in Schaumburg where the application soft are is installed and tested to ensure they are operating properly. A variety of monitors are supported, including both touch and non -touch operation. 2.3.6 Voice Processing Module (VPM) The VPM is designed so it can be mounted in furniture, placed on top of a writing surface, or mounted in an EIA 19 inch rack. It is also capable of supporting monitors weighing up to 80 pounds (36 kg) standing on top of it. The VPM has connectors for the following devices: o One desktop microphone. ® Two headset jacks. o Four desktop speakers. o One logging recorder. o One radio instant recall recorder. • One external telephone set. ® One footswitch. • Voice Card. Some of the ports for the VPM are explained in more detail below. 2.3.6.1 Telephone/Headset Port The Telephone/Headset Port allows an external telephone set to be connected to the MCC 7500 Dispatch Console. This port permits a dispatcher to use a single headset to communicate on both the radio system and a telephone system (e,g., a 911 system). 2.3.6.2 Instant Recall Recorder Port (for Radio) The Instant Recall Recorder Port (for Radio) allows an instant recall recorder to be connected to a dispatch console. Tones generated by the MCC 7500 Dispatch Console (emergency tones, callback tones, busy tones) are not included in the audio output. No playback speaker input or recording control line output are provided on the port. It is assumed that the third party instant recall recorder provides these functions. Dispatch console generated tones (e.g., emergency alarm tones, bunking busy tones, error tones, etc.) are not included in the audio appearing at the analog audio output. This is done so that they do not interfere with the dispatcher's ability to understand the voice audio that was recorded. If transmit audio is desired for the instant recall recorder, the Long Term Logging Port may be used instead of the Instant Recall Recorder Port. 2.3.6.3 Long Term Logging Port The Long Term Logging Port allows an external logging recorder to be connected to a MCC 7500 Dispatch Console. The audio that appears on this output is configurable, but typically is the audio that was transmitted and/or received at that dispatch console. These recordings are typically archived for long term storage, and provide a historical record of the radio communications made at a given dispatch console. 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. City of Newport Beach Marine Safety Dispatch System 2-6 System Description Motorola Solutions Confidential Restricted 12 2.3.6.4 MCC Series Desktop Microphone The MCC 7500 Dispatch Console is capable of supporting a single MCC Series Desktop Gooseneck Microphone. The MCC Series Desktop Gooseneck Microphone contains a microphone cartridge on a flexible shaft and two buttons in its base. One button controls the General Transmit feature and the other controls the Monitor feature. 2.3.6.5 MCC Series Headset Jack A dispatch console is capable of supporting up to two MCC Series headset jacks. A headset jack allows a dispatcher to use a headset while operating the dispatch console. The headset jack contains two volume controls; one for adjusting the level of received radio audio, and one for adjusting the level of received telephone audio. The headset jack allows customers to use headsets which both decreases the ambient noise in a control room and reduces the effect of any ambient noise on console transmissions. This improves the quality of the audio being transmitted from the control room and allows the dispatchers to hear received audio more clearly. 2.3.6.6 MCC Series Desktop Speaker A dispatch console is capable of supporting up to four MCC Series Desktop Speakers through which audio is presented to a dispatcher. Each speaker on a dispatch console contains unique audio; that is, an audio source cannot appear in multiple speakers at a single dispatch console. The speaker is a self-contained unit which may be placed on a desktop, mounted in a rack/furniture, mounted on a wall or mounted on a computer monitor. The speaker provides the user with a continuous volume control knob. This serves as a master volume control for all the audio which appears in the speaker. When the user adjusts this volume control, all the audio in the speaker is increased or decreased by the same amount. 2.3.6.7 Footswitch The dispatch console is capable of supporting a single footswitch. The footswitch can contain either one or two pedals. If a footswitch with one pedal is used, the pedal controls the General Transmit feature. If a footswitch with two pedals is used, one pedal controls the General Transmit feature and the other controls the Monitor feature. 2.3.7 User Interface There are two software programs that comprise the MCC 7500 - the Elite Dispatch graphical user interface (the dispatching software used to operate the dispatch position) and the Elite Admin application (the administrative software used to define the layout of the Elite dispatch screens). 2.3.7.1 Elite Dispatch Graphical User Interface The Motorola MCC 7500 dispatch console uses the Elite Dispatch graphical user interface (GUI) for displaying information to and accepting commands from the dispatcher. The Elite Dispatch GUI is efficient, easy to use, and intuitive, having been refined and proven through years of use in public safety dispatch centers around the world. An example of the Elite Dispatch GUI is shown in Figure 2-1. City of Newport Beach 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-7 Tool Bars - Folders Radio Resource Auxiliary Inputs/Outpu Radio Resource Status Bar ZOM19 Z1PC 9 00001 1✓Pi ▪ Ns. el SO z,pc' 9--WY0 Figure 2-1: Elite Dispatch GUI 6:55:55 PM Radio +— Resources Patch & Multi -Select Folders Radio Resources Activity Log Window The Elite Dispatch GUI is based on Microsoft Windows GUI programming standards and contains many controls, displays, and features which are familiar to anyone who has used Windows -based applications. These features are described in greater detail in the following sections. Pull Down Menus The dispatcher is able to access features and functions through the pull down menus. The Elite Dispatch GUI provides the following pull down menus on a menu bar across the top of the dispatch window: e Configuration - Provides access to the configuration files used by the Elite Dispatch GUI. Also allows the dispatch application to be exited. e Edit - Allows various aspects of how audio, resources, and features are presented to the user on the Elite Dispatch GUI to be edited. Changes made using this menu are not permanent and are lost when the dispatch application is exited. ® View - Allows the dispatcher to control whether or not the Activity Log and Auxiliary I/O Windows are shown. • Folders - Allows the dispatcher to switch between folders, add folders, and change the folder tab width. Changes made using this menu are not permanent and are lost when the dispatch application is exited. • Help - Provides access to detailed online help for using the Elite Dispatch GUI. The user may customize which menus are displayed and what they contain via the Elite Admin application. Tool Bars The toolbar is a row of icon buttons located at the top of the dispatch window. Up to two tool bars may be present, and may be used to provide quick access to frequently used features. The following are examples of the items which may be placed in the tool bars: 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. City of Newport Beach Marine Safety Dispatch System 2-8 System Description Motorola Solutions Confidential Restricted • Clock. • General Transmit Button. • Monitor Button. • All Mute Button. There are many other items which may be placed in the tool bars. The Elite Admin application is used to define how many tool bars are displayed and what they contain. Status Line A status bar is provided across the bottom of the dispatch window for viewing the status of the dispatch console, as well as various error messages. The most current status or error message is displayed in the status line until cleared by the dispatcher. The dispatcher may scroll through the last 10 statuses/error messages to view them and may clear them by using the Features menu on the menu bar. Resource Folders The Elite Dispatch GUI provides up to six resource folders for organizing the various resources (radio resources, auxiliary input/output resources, etc.) that are assigned to the dispatch console. These folders may be given descriptive names to simplify the organization of the resources. The resources on a folder are displayed when the dispatcher clicks on the folder tab. Resources on folders which are hidden behind the one being displayed continue to operate in a normal manner. Radio resource audio on a hidden folder appears in the appropriate speakers/headsets along with a visual call indication on the folder tab. If an emergency alarm or call is received on a radio resource which is located on a hidden folder, a visual emergency indication is displayed on the folder tab. A resource may be placed on more than one folder at the same time. This allows City of Newport Beach to create folders for special situations without having to move resources back and forth between folders. The Elite Admin application is used to configure how many folders appear on the Elite Dispatch GUI and which resources appear on each folder. It is also used to put descriptive names on the folder tabs. During dispatch operations the dispatcher may, if so configured by the Elite Admin application, be able to add, remove, or move resources on the folders. If this is done, these changes are not saved if the user logs out of or changes configuration files for the dispatch application. Radio Resources Voice communication paths in the radio system are represented as radio resources — also referred to as tiles — on the Elite Dispatch GUI. These radio resources are used by the dispatcher to communicate on and control the radio system. The following radio resources are supported: • Analog Conventional Channels. • Digital Conventional Channels. • Mixed mode conventional Channel with encryption. • Encrypted conventional channel. Indicators and Controls A radio resource contains indicators and controls that allow the dispatcher to monitor and control various aspects of the radio channel. Examples of the indicators and controls which may appear on a radio resource include: City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-9 • Instant Transmit Button. • Transmit Active/Transmit Busy Indications. • Patch Active/Patch Busy Indications. • Received Call Indication. • Received Call Stack. • Individual Volume Control. The types of indicators and controls which appear on the radio resource depend on the type of radio channel it represents, and how it has been configured in the Elite Admin application. The radio resource may be configured as a compressed resource, a larger compressed resource, or an expanded resource. Compressed Resource — Allows the dispatcher to hide the indicators and controls of the radio resource (Figure 2-2). The small arrow button opens and closes the resource to show the controls and indicators. This saves a tremendous amount of space on the screen by allowing the dispatcher to view only the most critical information for any given channel. This type of display is ideal for dispatchers monitoring several different channels where space in the resource folder is at a premium. Flap Closed Flap Open Figure 2-2: Compressed Radio Resource Larger Compressed Resource —A radio resource that always shows some of the indicators and controls, but allows the dispatch console to hide some of the others (Figure 2-3). 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-10 System Description Motorola Solutions Confidential Restricted Flap Closed Flap Open Figure 2-3: Larger Compressed Radio Resource City of Newport Beach Marine Safety Dispatch System Expanded Resource —This radio resource always shows the indicators and controls (Figure 2-4), and cannot be compressed. The expanded version provides the advantage of a single -button press for any function. It is ideal for dispatchers who are only monitoring a few channels/talk groups and where space in the resource folder is not at a premium. 21TG 2 00049 Rob Johnson Emerg Call Rob Johnson 7:52:51 PM AP; Carol Smith i7:50:54 PM - .. John Baker ;7c50:42 PM Figure 2-4: Expanded Radio Resource Any activity or change on a radio resource appears on all dispatch consoles that have that resource assigned on them. Received Cali Stack The received call stack provides the dispatcher with a visual record of the most recent inbound calls on radio resources. This allows the dispatcher to keep track of calls during busy traffic periods. The calls are displayed in list format on a radio resource, with the most recent calls at the top of the list. The number of calls displayed in the list is configurable, as is the type of information displayed. The types of information that can be displayed include unit ID, unit ID alias, site ID, zone ID, type of call, and time. If an alias is available for a piece of information, it is displayed; otherwise the raw information is displayed. Figure 2-5 shows a radio resource containing a received call stack. Received Call Stack -® Z1TG 2 00049 @; Rob Johnson Emerg Call Rob Johnso 17:52:51 PM Carol _- CSmith .7:50:54 PM John Baker i7:50:42 PM Figure 2-5: Received Call Stack on a Radio Resource City of Newport Beach 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-11 The received call stack has a fixed memory of 25 calls, but the number of calls which are displayed is configurable via the Elite Admin application. Regardless of how many calls are actually displayed, the dispatcher can always scroll through all 25 calls in the stack's memory. The dispatcher can delete individual calls from the received call stack. All of the calls listed in a received call stack can also be deleted with a single action. 2.3.7.2 Patch and Multi -Select Folders The patch and multi -select features are accessed via a set of dedicated folders on the Elite Dispatch GUI. These folders are smaller than the resource folders, and may be placed on the screen to suit the dispatcher's preferences. The placement is done in the Elite Admin application. There can be up to sixteen patch folders and three multi -select folders. Patch Folders Clicking on one of the patch folder tabs brings it into view. The patch group is then opened by clicking on the left -most button on the folder. Once the patch group is open, the patch group is editable and members may be added or removed from the patch group by clicking on the desired radio resources. Note that patch groups are active whenever there are members assigned to them. This is true even if the patch group isn't open (Figure 2-6). The members of the patch group are shown on the patch folder along with the status of each member (patched or pending). The resources in the patch also show an indication that they are in a patch group. se Patch Patch 2 Patch Mlsel 7 Msei 2 IPA Z1TG 2 00049 Z1PC. 9 000D1 Figure 2-6: Patch Folder Some patch groups contain members which were pre -assigned by the Elite Admin application. These patch groups become active as soon as possible after the dispatch console begins using the configuration file which contains the pre -assigned patch groups. The dispatcher can add/remove members from the pre -assigned patch group, but these additions/removals are lost when the dispatch console either re -loads the configuration file, or changes to a different configuration file. A patch transmit button is provided on the patch folder to allow the dispatcher to easily transmit on all members of the patch group with a single button press. 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-12 System Description City of Newport Beach Marine Safety Dispatch System Motorola Solutions Confidential Restricted Multi -Select Folder Clicking on one of the multi -select folder tabs brings it into view. The multi -select group is then opened by clicking on the left- most button on the folder. Once the multi -select group is open, the multi -select becomes active, and members can be added or removed from the group by clicking on the desired radio resources. Closing the multi -select folder (by clicking on the left- most button a second time) deactivates the multi -select group. NOTE. This operation is different than that of the patch folders. A dispatch console can only have one multi -select group active at a time, but it can have multiple patch groups simultaneously active. The members of the multi -select group are shown on the multi - select folder (Figure 2-7). Patch 1 I Patch 2) Patch 3 Msel 1 I Msel2I Msel3I Z1CONV_01_00003 ZICONV 10 00053 Figure 2-7: Multi -Select Folder Some multi -select groups contain members which were pre- assigned by the Elite Admin application. The dispatcher can add/remove members from the pre- assigned multi -select group, but these additions/removals are lost when the dispatch console either re- loads the configuration file or changes to a different configuration file. 2.3.7.3 Activity Log Window The dispatcher can use the activity log window as a point of reference for all calls coming into the dispatch console. The activity log shows call information associated with all incoming radio calls including the name of the radio resource and the time of the call. Incoming calls from all radio resources assigned to the dispatch console are displayed in the activity log. Figure 2-8 shows an example of an activity log window. Activity Log Resource --> Tile List of Calls—s Z1TG 2 21116 2 00049 Rob Johnson �. E e,g Call 00049 Z1TG 2 00049 :Em V1T ID Call Figure 2-8: Activity Log Window .7:52:51 P 7.59..SArP 7:50:42 PM Up to 1000 calls can be held in the activity log. The most recent call is on the top of the list and the oldest at the bottom. Once the list is filled, the oldest calls are discarded as new calls come in. The dispatcher may resize the activity log to show various numbers of calls. For example, when there is light activity, the dispatcher may choose to only show a few calls. During busy hours, the dispatcher may view more calls by simply dragging the lower right hand corner of the activity log (making it longer) to see additional calls. Dispatchers may respond to incoming calls simply by clicking on a call in the list. Once a call is selected, the entry appears highlighted, and the nine of the radio resource appears at the top of the activity log. The dispatcher can then press the instant transmit button on the activity log resource tile to communicate with that radio resource, City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-13 The information displayed by the activity log can be customized to suit the dispatcher's needs. The activity log can be configured to show combinations of Resource Name, Unit ID or Alias, Status Number or Alias, Receiving Site ID, Receiving Zone ID, and Time. This configuration is done via the Elite Admin application and, if so configured, via the dispatcher interface. The Elite Admin application controls whether or not a dispatch console has the capability of displaying the activity log. If a dispatch console is given the capability, the dispatcher has the ability to view or not view the activity log based on their needs. The number of lines that are initially displayed by the activity log is configurable via the Elite Admin application or the dispatcher interface. The number of lines that are displayed may also be changed in real time by changing the size of the activity log window. The user can scroll through all the entries in the activity log, even if they can't all be displayed at once. 2.3.7.4 Help The dispatch console is designed to allow the dispatcher to quickly access information on how to use its features. There are three types of help available to the dispatcher: Online, Micro and Tool Tips. Online Help Online Help provides detailed information on how to use the dispatch console. The user accesses Online Help via the Help menu on the menu bar. The user can search for topics or key words to quickly find the desired information or the user can use a table of contents to find the information. The information is displayed in a pop-up window on the dispatch user interface. Online Help allows new dispatchers to shorten their learning curve and more experienced dispatchers to quickly remember how to operate seldom -used features. Micro Help Micro Help provides information about the state of controls or indicators in a resource tile. When the cursor is placed over a control or indicator on a resource tile, a description of the control or indicator's state is given across the bottom of the resource tile (Figure 2-9). The text across the bottom of the resource describes the icon the cursor is pointing to. Micro Help Text Figure 2-9: Micro Help on a Radio Resource 17 January 2014 City of Newport Beach Use or disclosure of this proposalis subject Marine Safety Dispatch System to the restrictions on the cover page. 2-14 System Description Motorola Solutions Confidential Restricted The text displayed by the Micro Help feature may be edited via the Elite Admin application. Micro Help allows a dispatcher to view the status of a control or indicator textually instead of graphically. Tool Tips Help Tool Tips Help provides information about tool bar buttons and menu bar menus to the dispatcher. When the cursor is placed over a tool bar button, the button's name appears in a small pop-up window next to the cursor, and a short explanation of the button appears in the status bar at the bottom of the dispatch user interface window. When the cursor is moved across a menu item in a menu, a description of the menu item appears in the status bar at the bottom of the dispatch user interface window. The text displayed by the Tool Tips feature may be edited via the Elite Admin application. Tool Tips allow a dispatcher to quickly see a short explanation of the button or menu item of interest. 2.3.8 Elite Admin Application The Elite Dispatch GUI screens are configured using the Elite Admin application. This application is designed to be extremely flexible. It allows the administrator to make the screen look very simple with minimal icons and channels, or more sophisticated with many folders and channels. The Elite Admin application allows supervisors to create screens that can be used by multiple dispatchers (accessed over the network) or even a customized screen per dispatcher. Each screen configuration may be password protected to ensure proper use and control. Through the Elite Admin application the supervisor can perform functions including: • Create new configurations (for any operator). • Enable or disable operator positions. • Modify existing configurations. • Assign/de-assign radio resources to various folders and determine location. • Determine audio routing of resources to speakers. • Set initial volume level of radio and phone resources. • Determine icons used for AUX I/Os. • Determine if Auxiliary I/Os are safety switch protected, and have an audible alarm. • Determine items that should go on the toolbar and where they should be placed. • Create pre -assigned patch/multi-select/primary groups. • Determine if the activity log is shown initially and where on the screen it is shown (dispatchers may still hide or show the activity log). • Assign/deassign radio and auxiliary input/output resources to various folders. • Determine where features are placed on each radio resource. • Determine the size of each radio resource ( compressed, larger compressed or expanded). 2.3.9 Power Requirements Motorola has assumed that City of Newport Beach will provide the necessary electrical required for the system. The AC power needs are outlined in Table 2-1 for the K1 core equipment. City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-15 Table 2-1: K1/K2 Core Equipment AC Power Requirements. Core LAN Switch 0.2 At 23 79 Core Gateway (GGM 8000) 0.25 28.75 99 Conventional Site Controller 0.85 97.75 334 Dispatch Console PC 1.7 186 635 Voice Processor Module 0.45 50 171 Aux I/O Shelf 0.13 14 48 NOTE: All power measu 110 Volts AC, 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. ements are given as typical value all devices are powered froi City of Newport Beach Marine Safety Dispatch System 2-16 System Description Motorola Solutions Confidential Restricted 2.3.10 Diagrams/Drawings H 5 0 c B A Figure 2-10: MCC 7500 Dispatch 8 I 7 I 5 i s 4, 4 Newport Beach Dispatch Center 2 i et MOTOROLA ASTRO 25 System 1. Newport Beach— MCC 7500 Dispatch Amami. wtt 8 City of Newport Beach Marine Safety Dispatch System 7 } 4 3 2 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 2-17 Figure 2-11: Rack Diagram 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. City of Newport Beach Marine Safety Dispatch System 2-18 System Description Motorola Solutions Confidential Restricted SECTION 3 An acceptance test plan will be developed with the customer upon system acceptance. City of Newport Beach 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan (ATP) 3-1 SECTION 4 Motorola has the most comprehensive service organization in the Land Mobile Industry. Since 1947, we have been building a unique service team, national in scope, but local in its ability to respond to our Customer's diverse needs. As product and system complexity has evolved over the years, the Motorola Global Solutions and Service Division has responded by developing new service products and programs to match the evolution. This ensures that we have the ability to provide service products to effectively maintain your system. 4.1 MOTOROLA STANDARD WARRANTY Motorola's standard warranty covers on -site response during normal business hours and provides for the repair or replacement of defective hardware components. In addition, Motorola provides a customized support package to meet your needs. We have included the following additional services in your support plan. After the first year, these services may be purchased under a separate agreement. 4.2 ONSITE INFRASTRUCTURE RESPONSE -DISPATCH SERVICE Motorola's On -Site Response service gives you that advantage by making available our network of expert support resources located all across North America to provide on -site support when you need it. These Motorola certified field technicians arrive at your door equipped and ready to do what it takes to get your system running at optimum capacity. Using Motorola -approved test equipment, service procedures and backed by Motorola's centralized technical resources, technicians from your local authorized service center are dispatched to your site to perform diagnostics, remove components for repair, and reinstall new or reconditioned components. When it is a response to a call for help, Motorola On -Site Response service guarantees technician dispatch, site arrival, and problem resolution —all within your contracted response times. Motorola field technicians average 35-60 hours of technical training per year and 15-25 years of solution experience that aid in the quick and timely resolution of your service issues. Motorola on -site technicians are also backed up by technical consultants and field engineering support across the county when the situation calls for a more specialized expertise. We recognize that your communication system is critical to your operation and our support strategy of local and centralized support is our promise to you that we will do whatever it takes to keep it working at peak efficiency. Motorola's On -Site Response service is a vital component of an intelligent communication support plan that keeps your business running, your costs down, and helps you stay focused on your goals. Our Dispatch Service is 24 hours a day, 7 days a week. Dispatch service provides robust escalation process whereby predefined response times are monitored and escalated throughout Motorola Management to prevent delayed or dropped response times. Dispatch service combined with MOL allows the customer to be actively involved with the service process. City of Newport Beach 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Service and Warranty 4-1 4.3 TECHNICAL SUPPORT SERVICE Motorola Technical Support Service assures you maximum preparedness with on -demand technical support, commitment to restoration, and whatever it takes to enable immediate communication via your wireless network! The skilled professionals and advanced systems at the Motorola System Support Center are there to keep your network running at peak performance 24 hours a day, 7 days a week. Technical Support provides: • Expert technologists trained in troubleshooting to analyze, isolate and correct problems to get your system issue(s) resolved quickly. • Best -in -class Remote Diagnosis capabilities: advanced diagnostics and fully equipped test labs, if applicable, based on system type. • Automated test systems to quickly diagnose boards. • Shared knowledge database constantly updated for technologists to utilize to reduce cycle time • Immediate access to Network Designers and Engineers. • Rigorous and defined case and escalation management process and procedures. • Motorola technologists participate in ongoing training programs. • Customer case performance reports available upon request. 4.4 INFRASTRUCTURE REPAIR WITH ADVANCED REPLACEMENT Motorola Infrastructure Repair with Advanced Replacement Service assures you maximum preparedness through the most effective repair processes so that potential service disruptions are minimized or alleviated. The skilled professionals and advanced systems at the Motorola Infrastructure Depot are here to keep your network running at peak performance 24 hours a day, 7 days a week. Infrastructure may be repaired down to the Component level at the Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace the equipment with similar Infrastructure. Infrastructure Repair with Advanced Replacement Service adds: • 24 hour advanced replacement exchange for the malfunctioning equipment. • Rental/Loaner equipment in cases where the customer requires the exact serialized repaired equipment returned. 4.5 NETWORK PREVENTATIVE MAINTENANCE Motorola's Network Preventative Maintenance is a program of regularly scheduled check-ups designed to assure network readiness and overall reliability. This service will be performed annually in conjunction with a prearranged schedule. This service will be performed during normal working hours with the intent to minimize any disruption of service to users. If the service must be performed after hours, a quote will be provided. System documentation will be updated based on this information. The list of documented parameters will be determined by agreement with the customer. All equipment provided as a part of the system will be included. As wireless networks become increasingly complex, and are enabled to perform more sophisticated tasks, the scope of possible issues grows exponentially. 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-2 Service and Warranty City of Newport Beach Marine Safety Dispatch System Motorola Solutions Confidential Restricted With Network Preventative Maintenance, Motorola offers a proactive, anticipatory service that ensures all network components are operating consistent to manufacturers' specifications — the first step in minimizing premature repairs. Certified field technicians, located throughout North America, are prepared to inspect networks on a routine and prescribed basis. This service is likely the most cost-effective form of network maintenance — the technological equivalent of routine physical examinations. Using Motorola's best -in -class test equipment, technicians examine hands-on and, if operational testing dictates, align infrastructure to manufacturer's specifications. Equally important, on -site field technicians are supported by Motorola's centralized technical resources and engineering expertise. City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposalis subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Service and Warranty 4-3 SECTION 5 This section lists the equipment necessary for the proposed solution. t \ 1 tte�i i tY�,t tiIt {y]'ip Core e yt Li 1 SINGLE ZONE CONV RED CORE—K1 1 ADD: RACK 1 ADD: LOW DENSITY ENH CONV GATEWAY 1 GGM 8000 GATEWAY 1 ADD: AC POWER 1 ADD: LOW DENSITY ENH CONV GATEWAY 1 PDU, AC EDGE RACK MOUNT DISTRIBUTION PANEL, 120VAC 60A, 12-15A CIRCUIT 3 BREAKER KIT 3 EACH AIRPAX 15AMP SNAPPAC, FOR AC EDGE OR DC EDGE Consoles 1 MCC 7500 ASTRO 25 SOFTWARE 2 MOTOROLA VOICE PROCESSOR MODULE 2 ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LICENSE 2 ADD: MCC 7500 /MCC 7100 ADV CONVL OPERATION 2 ADD: AC LINE CORD, NORTH AMERICAN 2 22" WIDE FORMAT LCD MONITOR BLACK, NON -TOUCH 2 Z420 LOW TIER WORKSTATION WINDOWS 7 64BIT 2 WINDOWS SUPPLEMENTAL TRANS CONFIG 2 SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS 4 MCC SERIES DESKTOP SPEAKER 2 MCC SERIES DESKTOP GOOSENECK MICROPHONE 4 MCC SERIES HEADSET JACK 2 PROVIDES ONE DUAL PEDAL FOOTSWITCH FOR USE WITH MOTOROLA MCC 7500 DISP 2 MCAFEE WINDOWS AV CLIENT 2 DUAL IRR SW USB HASP WITH LICENSE (V46) 2 PCI EXPRESS SOUND BLASTER X-FI XTREME AUDIO City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Equipment List 5-1 ,x ,, 11 tir i111 iY�l r�rt 1S1i1Qx h,,,ir t d"i`1` L,a1 s,t d3l (t`li ktir }".11 t1 ril �i1\,{t il�l`it' a.tit 2 CREATIVE LABS INSPIRE A60 Consolettes 7 APX7500 SINGLE BAND 7/800 7 ENH: ASTRO DIGITAL CAI OP APX 7 ENH: SMARTZONE OPERATION APX 7 ADD: P25 TRUNKING SOFTWARE 7 SW KEY SUPPLEMENTAL DATA 7 ADD: DES/DES-XL/DES-OFB ENCRYPTION 7 ADD: CONTROL STATION DESK GCAI MIC 7 ADD: FULL FP W/05/KEYPAD/CLOCKNU 7 ADD: AC LINE CORD US 7 ENH: EXTENDED DISPATCH APX CONSOLETTE 7 APX CONSOLETTE RACK MOUNT KIT 1 PDU, PC EDGE RACK MOUNT DISTRIBUTION PANEL 120VAC 3 BREAKER KIT 3 EACH AIRPAX 15AMP SNAPPAC, FOR AC EDGE 17 January 2014 City of Newport Beach Use or disclosure of this proposal is subject Marine Safety Dispatch System to the restrictions on the cover page. 5-2 Equipment List Motorola Solutions Confidential Restricted 5.1 OPTIONAL EQUIPMENT SITE MANAGER BASIC SDM3000 MCC7500 AUX 10 F/W FOR A7.14 1 ADD: 90VAC TO 260VAC PS TO SM 3 1 AAD TERM BLCK & CONN WI GGM 8000 GATEWAY Butt 1 ADD: AC POWER 1 ADD: LOW DENSITY ENH CONV GATEWAY 1 2620-24 ETHERNET SWITCH 1 FRU: GCP 8000JGCM 8000 1 FRU POWER SUPPLY 1 FRU: FAN MODULE 1 MCC SERIES DESKTOP SPEAKER 1 MCC SERIES DESKTOP GOOSENECK MICROPHONE 1 MCC SERIES HEADSET JACK 1 Z420 LOW TIER WORKSTATION WINDOWS 7 64BIT 1 MCC 7500 VOICE PROCESSOR MODULE FRU 1 PWR SPLY 108W AC INP 12VDC OUT W18 1 DC CABLE ASSY 1 GR500 AC POWER CORD City of Newport Beach Marine Safety Dispatch System 17 January 2014 Use or disclosure of this proposal is subject to the restrictions on the cover page., Motorola Solutions Confidential Restricted Equipment List 5-3 SECTION 6 6.1 MAIN OFFERING PRICING The proposed pricing is shown below: '. Y i ikkt tlttlt jU Yq 1n $t, k� ti 111Y Equipment Total i`ri ll 1tk341clk 1( ``: 3'�i1L •+*Y l tti, 1t 1i ll`ti {,R11Rk1 �Cei� c�jS�� _� 3 YU1I`i�.1k,.r� k 'ti� n��kel}y}y}xb v* t tk t kYi 11` tl tl k 4ntk i't itt1Y { ltiY ( ) ts� �, `�t,. 4Y`,�,ys`� tlltt'"`' 1s k' Rt rtlli $177,321.00 Equipment Discount- Pricing per Orange County Price Book Agreement # MA-060-10012594 -$30,927.66 Equipment Subtotal with Orange County Price Book Discount $146,393.34 System Integration, Installation, System Optimization, Staging, and Services $82,133.00 Additional Discount for Trade In of (6) Consolettes and Purchase By March 21, 2014 -$11,074.00 System Subtotal $217,452.34 Estimated Tax (Based on 8% of equipment after discount) $11,711.47 Shipping $1,106.00 System Total with Tax and (6) Legacy Consolettes and Freight if Purchased tMarch 21, 2014 $230,269.81 Traded In 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. • 25% of the Contract Price due upon contract execution. • 60% of the Contract Price due upon shipment of equipment. • 5% of the Contract Price due upon installation of equipment. • 5% of the Contract Price due upon system acceptance or start of beneficial use. • 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 17 January 2014 Marine Safety Dispatch System Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Pricing 6-1 6.2 OPTIONAL SITE MANAGER AUXIIO PRICING The proposed pricing is shown below: SITE M N> GEt /AUX I/O PRICING Equipment List Price $2,240.00 Equipment Discount- Pricing per Orange County Price Book Agreement # MA-060-10012594 -$159.00 Equipment Subtotal with Orange County Price Book Discount $2,081.20 Estimated Tax (Based on 8% of equipment after discount) $166.50 Shipping Included System Total with Tax and Freight $2,247.70 6.3 OPTIONAL RECOMMENDED SPARES PRICING The proposed pricing is shown below: i PTIONA tECONMMEN p Pl Equipment List Price $29,834.00 Equipment Discount- Pricing per Orange County Price Book Agreement # MA-060-10012594 -$5,966,80 Equipment Subtotal with Orange County Price Book Discount $23,867.20 Estimated Tax (Based on 8% of equipment after discount) $1,909.38 Shipping Included System Total with Tax and Freight $25,776.58 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. o 25% of the Contract Price due upon contract execution. ® 60% of the Contract Price due upon shipment of equipment. ® 5% of the Contract Price due upon installation of equipment. • 5% of the Contract Price due upon system acceptance or start of beneficial use. a 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. 17 January 2014 City of Newport Beach Use or disclosure of this proposal is subject Marine Safety Dispatch System to the restrictions on the cover page. 6-2 Pricing Motorola Solutions Confidential Restricted EXHIBIT C SERVICE STATEMENT OF WORK AND 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. G1 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 DEFAULT/TERMINATION 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, 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 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. C-3 Section 13 RIGHTS PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY 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. C-4 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. 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: D-1 A. Waiver of Subrogation. Workers Compensation coverage maintained or procured pursuant to this shall be endorsed to waive subrogation against City, its elected or 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 ContributoryCoveraue. 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. Citv'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 Limiting. 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. F. 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 D-2 Agreement, or to suspend Motorola's right to proceed until proper evidence of insurance is provided. 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. I. 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 CITY OF NEWPORT BEACH City Council Staff Report Agenda Item No. 14. TO: HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL FROM: Dan Matusiewicz, Finance Director — (949) 644-3123, dmatusiewicz@newportbeachca.gov PREPARED BY: Susan Giangrande, Budget Manager PHONE: 949-644-3128 TITLE: Mid -Year Budget Amendments: Update Certain Revenue Estimates, Increase Certain Expenditure Appropriations, and Authorize the City Manager to Negotiate and Enter into an Agreement with Motorola for the acquisition of a Marine Safety Dispatch System. ABSTRACT: The City of Newport Beach ("City") is a financially secure municipality with a prosperous economic base. Staff understands that Council wishes to utilize excess reserves to further benefit the community while continuing to be good custodians of the public's financial resources. After considering the 2013- 14 operating surplus and review of Fiscal Year 2013-14 revenue estimates, Finance staff is recommending the approval of several budget amendments to appropriate a portion of the General Fund, Unassigned fund balance (from Fiscal Year 2012-13 operating surplus), to increase certain revenue estimates, to make fund transfers to other strategic reserves, and to increase and adjust several expenditure appropriations as itemized in Appendix A of this report. In addition, the Fire Department is requesting authorization for the City Manager to negotiate and enter into an agreement between the City and Motorola for the acquisition of a Marine Safety Dispatch System (800 MHz). RECOMMENDATION: a. Approve Budget Amendment 14BA-032 that appropriates $12 million of General Fund unassigned fund balance, $1.1 million from General Fund increased revenue estimates, and $1.2 million from other funds, including Tidelands Fund, IT Strategic Fund, and Lifeguard Headquarters Fund; b. Approve Budget Amendment 14BA-033 that records an increase to General Fund revenue estimates of $2,821,196; c. Approve Budget Amendment 14BA-034 that creates a new Facilities Maintenance Division in the Municipal Operations Department (MOD). The budget amendment transfers current facilities maintenance appropriations to the new division; and d. Authorize the City Manager to negotiate and enter into a Communications Systems Agreement with Motorola Solutions, Inc. for a Marine Safety Dispatch System (800MHz) to be installed at Lifeguard Headquarters with a not -to -exceed cost of $230,269.81. FUNDING REQUIREMENTS: As a result of the recommended budget amendments and strategic fund transfers, the General Fund will decrease $13.1 million before considering remaining expected operating savings for the fiscal year. The net impact of the transfers and expenditure appropriations on other funds are as follows: increase of $3 million in the General Liability fund; increase of $700,000 in Facilities Maintenance fund, increase of $269,730 in the 800 MHz Equipment fund, and a decrease of $200,000 in the IT Strategic Fund. a]61d1RI-II*]ZF Budget Amendment 14BA-32 As a result of Fiscal Year 2012-13 closing entries, the unassigned portion of General Fund balance increased $12 million. Staff is recommending a total of $6 million be transferred from General Fund to other funds as strategic savings to mitigate certain liabilities and ongoing commitments as follows: Facilities Maintenance $1 million, Other Post Employment Benefits (Retiree Health Insurance) $1.5 million, 800 MHz Equipment $500,000, and General Liability $3 million. In addition to strategic savings, staff is recommending appropriation from General Fund Unassigned fund balance in the amount of $7,194,501 for a variety of projects and programs that will benefit the community and continue to emphasize Council's priorities of public safety and investing in our infrastructure. The appropriation recommendations are summarized below, but a complete itemized list is included in Appendix A. Recommended funding for capital improvement projects in planning or design include $750,000 for the expansion of the LED Streetlight conversion project, $2.5 million for the Ocean Boulevard concrete pavement replacement project, and an initial appropriation of $1 million for concrete alley replacement in Newport Heights. Additional funding for the Newport Heights project will be requested in the Fiscal Year 2014-15 Capital Improvement Budget. The Fire Department has requested $1,123,064 primarily for improvements to the Emergency Medical Services program including paramedic training and equipment, required Fair Labor Standards Act overtime, FF&E for the remodeled Lifeguard Headquarters, Marine Safety dispatch and CAD/RMS equipment. The Municipal Operations Department has requested funding in the amount of $1,084,000 for continued reforestation efforts, Cliff Drive Park re -landscaping, increased costs related to several service contracts, and some one-time facility costs. Additionally, $250,000 is requested for unforeseen oil field maintenance and repair. A contribution to the Newport Mesa Unified School District in the amount of $338,000 for new locker rooms and restrooms at the Corona del Mar High School Pool was requested by the City Manager as well as funding for the CR&R refuse services contract for April through June of 2014 and funding for the Balboa Village Parking Program implementation. Finally, there are several non -General Fund appropriation recommendations including $200,000 from the IT Strategic Fund for equipment such as the EOC's fire suppression equipment, and an additional $100,000 for additional Police CAD/RMS hardware and interface software. Appropriation from the Facilities Maintenance Fund is requested for replacement of the HVAC system at the Police Department at $300,000. The Community Development Department is requesting $120,000 be transferred from the Records Management deposit account to be appropriated for an upgrade to the existing permitting system, Permits Plus. The upgrade is not a replacement for the current system, but an enhancement that will enable the public to obtain, pay fees, and schedule inspections for basic permits online. None of these appropriations affect General Fund fund balance. Staff recommends that Council authorize the City Manager to negotiate and enter into a contract with Motorola to purchase 800 MHz emergency communications equipment, appropriately timed to be installed during the Lifeguard Headquarters remodel. The contract will have a not -to -exceed cost of $230,269.81. Existing equipment is outdated and was highly recommended for replacement by County Emergency communication personnel. Budget Amendment 14BA-033, Revenue Estimate Increases A second budget amendment (14BA-033) increases General Fund revenue estimates by $2.82 million in FY 2013-14. The information we received from the County Assessor and from our property tax consultant indicates that the City's Fiscal Year 2013-14 property tax estimates can be increased by $1,811,923 due to a higher than expected assessed value increase and increased construction activity. Sale Taxes and Transient Occupancy Taxes, together, can be can be increased by $1,009,273 as they continue to trend upward due to gradual improvements in the economy. Itemized increases by account can be seen in 14BA-033. Budget Amendment 14BA-034, Facilities Maintenance Division As the City Council continues to invest in City facilities, the need has developed for a facilities maintenance program. The Field Maintenance Division of MOD has historically been responsible for a significant amount of the City's facilities maintenance efforts. Police, Fire, Library Services, and Recreation Services have managed some, if not all, aspects of routine facilities maintenance for their facilities. This budget amendment will transfer current fiscal year budget appropriations to create a new Facilities Maintenance Division in MOD. The new division will be staffed by transferring the current Facilities Maintenance Crew Chief, four Facilities Maintenance Technicians, and one Electrician from the Field Maintenance Division. The salary and benefits for those six positions total $636,940. In addition, funding for electrical utilities, janitorial services, and landscape maintenance will be transferred from the Field Maintenance Division to the new Division. ENVIRONMENTAL REVIEW: Staff recommends the City Council find this action is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378)of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. NOTICING: The agenda item has been noticed according to the Brown Act (72 hours in advance of the meeting at which the City Council considers the item). ATTACHMENTS Name: Description: ❑ 02-25-14 Appendix A Mid Yr Rea Summary FINAL.odf Appendix ❑ 14BA-032.xlsx 14BA-032 ❑ 14BA-033.xlsx 14BA-033 ❑ 14BA-034.xlsx 14BA-034 Fiscal Year 2013-14 Mid -Year Budget Amendment Summary GENERALFUND General Fund Amount Available: $ 14,836,548 Proposed Expenditures: One -Time Facilities Maintenance $ 360,000 On -Going Facilities Maintenance $ 276,000 Initial Start to Refuse Contract $ 497,675 Community Benefit Appropriations $ 220,508 - CdM Pool Locker Room $ 338,000 - BVAC Parking Program $ 150,000 - Reforestation & Park Improvements $ 500,000 - Ocean Blvd Concrete Pavement $ 2,500,000 - LED Streetlights $ 750,000 - Newport Heights Concrete Alleys $ 1,000,000 Fiscal Stewardship - FLSA Compliance (Fire) $ 351,250 -Additional Contribution to OPEB $ 1,500,000 -Additional Contribution to General Liability $ 3,000,000 -Additional Contribution to Facilities Maintenance $ 1,000,000 Public Safety - Strategic Purchase of 800 MHz Radios (Police) -GF component $ 500,000 -Community Paramedicine (EMS) $ 141,306 - Lifeguard CAD/RMS & Dispatch Equipment $ 330,270 SUBTOTAL $ 13,194,501 REMAINING GENERAL FUND AMOUNT $ 1,642,047 OTHER FUNDS Other Funds - Funds Available: Contributions Fund Tidelands Fund Facilities Maintenance Fund OPEB Fund IT Strategic Fund START Reserves Records Management Deposit Account Proposed Expenditures: One -Time IT Equipment Community Benefit Appropriations - CDD Permit Plus Upgrade - Records Management Deposit - Oil Fields Maintenance & Repair -Tidelands - Harbor Resources Consulting -Tidelands - Pavement Restoration Newport Heights - Contributions Fiscal Stewardship - OPEB Contribution to CERBT Public Safety - CAD/RMS ( Police) - IT Strat Fund Component - Para medic Training/Education - START Reserves - Police Facility HVAC Replacement- Facilities Maintenance FUNDS AVAILABLE $ 105,000 $ 348,000 $ 300,000 $ 2,709,620 $ 200,000 $ 220,508 $ 120,000 $ 4,003,128 $ 100,000 $ 120,000 $ 298,000 $ 50,000 $ 105,000 $ 2,709,620 $ 100,000 $ 220,508 $ 300,000 SUBTOTAL $ 4,003,128 REMAINING AMOUNTOTHER FUNDS $ - City of Newport Beach BUDGET AMENDMENT 2013-14 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase Expenditure Approprialons X Transfer Budget Appropriations SOURCE: x x x x x from existing budget appropriations from additional estimated revenues from unappropriated fund balance EXPLANATION: X NO. BA- 14BA-032 AMOUNT: 1414,558,009.00 Increase in Budgetary Fund Balance Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance This budget amendment is requested to provide for the following: To transfer and appropriate General Fund Unassigned Reserves. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account 010 3605 010 2263 010 3758 230 3605 480 3605 805 3605 818 3605 631 3605 842 3605 REVENUE ESTIMATES (3601) Fund/Division Account 480 6000 605 6000 616 6000 631 6000 642 6000 414 6000 2900 4641 250 5901 230 5860 EXPENDITURE APPROPRIATIONS (3603) Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Divison-Account Signed: VV1 Signed: Signed: 0110-8250 2320-7042 2320-7046 2340-7042 2340-8088 2340-8111 2340-9400 2710-8080 3120-8080 3120-8118 3150-8020 3150-8080 3150-8250 3170-8080 3180-8080 3180-80806 5060-8080 5400-8160 6420-9311 6420-9316 6422-8080 6422-9311 Description General Fund - Fund Balance General Fund Reserve -Records Management General Fund Reserve - START Video Tidelands Fund - Fund Balance Facilities Maintenance Fund - Fund Balance General Liability Fund - Fund Balance 800 MHz Radio Fund - Fund Balance Retiree Insurance Reserve Fund - Fund Balance FT Strategic Fund - Fund Balance Description Facilities Maintenance Fund- Transfer In General Lability Fund -Transfer In 800 MHz Radio Fund - Transfer In Retiree Nsurance Reserve Fund - Transfer In IT Strategic Fund - Transfer In LG Headquarters Fund -Transfer In CDD Building - Records Mgmt Fee Contributions Fund -Private Contributions Tidelands Fund - Damage to City Property Description Council - Special Dept Exp (NMUSD Contrib) Fire Operations - Overtime Planned Fre Operations- FLSA OT Fre EMS - Overtime Planned Fire EMS - Services Contract Fre EMS - Telecomm Datelines Fire EMS - Furniture CDD Planning - Services Prof & Tech (BV Parking) MOD Facilities Maint- Services Professional & Tech MOO Facilities Maintenance - Uitilites Electrical MOO Refuse - Automotive Fuel MOD Refuse - Services Professional & Technical MOD Refuse -Special Department Exp (Dump Fees) MOD Parks - Services Professional & Techncial MOD Street Trees - Services Professional & Tech MOD Street Trees - Tree Reforestation Harbor Resources -Services Professional & Tech Oil & Gas - Maintenance & Repair NOC IT Strategic - Hardware IT Strategic - Permits Plus Upgrade lT Strategic CAD/RMS -Services Professional & Tech R Strategic CAD/RMS - Hardware 7011-C1002032 General Fund GIP -Civic Center Incidentals 7011-C1002046 General Fund CIP - Police Dept HVAC Replacement 7013-C2201000 Streetlight Replacement Frog 7013-C2202074 Ocean Blvd. Concrete Pavement Replacement 7013-C2202075 Concrete Alley Replacement in Newport Heights 7251-C2002073 IRW D Pavement Restoration Project in SA Heights 7414-C1002047 LG Headquarters CIP -Furniture 9010-9900 Non Dept General Fund - Transfer Out 9619-8080 LG 800 MHz -Services Professional & Technical 4 ilreotor ial Approval: Finance Director ri.„rA G \l A . Admihisttra5ve Approval: City Maria -gel Amount Debit Credit $12,714,231.00 $120,000.00 $120,000.00 $220,508.00 $300,000.00 $300,000.00 $230,270.00 $200,000.00 $1,000,000.00 $3,000.000.00 $500.000.00 $1,500,000.00 $220,000.00 $100,000.00 $120,000.00 $105,000.00 $48,000.00 $15,000.00 $400.000.00 $1,000,000.00 $3,000,000.00 $500,000.00 $1,500,000.00 $338,000.00 $26,550.00 $351,250.00 $251,108.00 $16,700.00 $12,500.00 $54,956.00 $150,000.00 $136,000.00 $140,000.00 $912,675.00 $125,000.00 $100,000.00 $125,000.00 $50,000.00 $298,000.00 $100,000.00 $120,000.00 $41,000.00 $159,000.00 $260,000.00 $300,000.00 $750,000.00 $2,500,000.00 $1,000,000.00 $105,000.00 $100,000.00 $6,220,000.00 $230,270.00 ' Automate System Erin. Date Date t City Council Approval: City Clerk Date City of Newport Beach BUDGET AMENDMENT 2013-14 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase Expenditure Appropriations Transfer Budget Appropriations X SOURCE: X from existing budget appropriations from additional estimated revenues from unappropriated fund balance EXPLANATION: X NO. BA- 14BA-033 AMOUNT: $2,821,196.00 Increase in Budgetary Fund Balance Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance This budget amendment is requested to provide for the following: To increase revenue estimates due to revised General Fund year-end revenue projections. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account Description 010 3605 General Fund - Fund Balance REVENUE ESTIMATES (3601) Fund/Division Account Description 9010 4000 Secured Property Tax 9010 4005 Unsecured Property Tax 9010 4016 Supplemental Taxes 9010 4026 Property Transfer Tax 9010 4400 City Sales and Use Tax 9010 4001 Property Tax - In Lieu of Sales Tax 9010 4405 Transient Occupancy Tax (TOT) 9010 4005 Transient Occupancy Tax (TOT) 9010 4021 RDA Residual 9010 4403 UTOT Residential Tax - CVB Payments 9010 4408 Conference and Visitor's Bureau EXPENDITURE APPROPRIATIONS (3603) Description Amount Debit Credit $2,821,196.00 S738,779.00 $181,515.00 $812,604.00 $679,025.00 $20,261.00 $7,045.00 $1,131,598.00 $65,923.00 ' Automatic System Entry. $600,000.00 $11,866.00 $203,688.00 Signed: Signed: Signed: Financial Approval: Finance L ALA Administrative Approval: City Manager Date Date City Council Approval: City Clerk Date City of Newport Beach BUDGET AMENDMENT 2013-14 EFFECT ON BUDGETARY FUND BALANCE: Increase Revenue Estimates Increase Expenditure Appropriations Transfer Budget Appropriations X SOURCE: X from existing budget appropriations from additional estimated revenues from unappropriated fund balance EXPLANATION: X NO. BA- 14BA-034 AMOUNT: $922,546.21 Increase in Budgetary Fund Balance Decrease in Budgetary Fund Balance No effect on Budgetary Fund Balance This budget amendment is requested to provide for the following: To transfer expenditure appropriations for personnel transfers and operating expenditures from MOD's Parks and Operations Support divisions to the new MOD Facilities Maintenance division. ACCOUNTING ENTRY: BUDGETARY FUND BALANCE Fund Account Description REVENUE ESTIMATES (3601) FundfDivision Account Description EXPENDITURE APPROPRIATIONS (3603) Description Amount Debit Credit Division Number 3170 GS - Parks Account Number 80883 Contract Services - Facilities/Parks $76,746.00 Division Number 3140 GS - Operations Support Account Number 7000 Salaries - Misc $427,731.20 Account Number 7425 Medicare Fringes $5.257.63 Account Number 7439 PERS Misc EE Contribution 24.149.00 Account Number 7440 PERS Misc ER Contribution $56,392.26 Account Number 7210 Health/Dental/Vision $100,152.00 Account Number 7290 Life Insurance $630.00 Account Number 7295 Employee Assistance Program $137.52 Account Number 7373 Compensated Absences $14,970.58 Account Number 7227 RHS $2.50 Contribution $7,020.00 Account Number 7114 Cell Phone Stipend Exp $1,500.02 Account Number 8116 Utilities - Electricity $100.000.00 Account Number 8081 Services -Janitorial $100,000.00 Account Number 8080 Services - Prof/Tech NOC $8,860.00 Division Number 3120 Facilities Maintenance Account Number 7000 Salaries - Misc $427,731.20 Account Number 7425 Medicare Fringes $5.257.63 Account Number 7439 PERS Misc EE Contribution 64,149.00 Account Number 7440 PERS Misc ER Contribution 268,392.26 Account Number 7210 HealthiDentalision $109.152.00 Account Number 7290 Life Insurance $630.00 Account Number 7295 Employee Assistance Program $137.52 Account Number 7373 Compensated Absences $14.970.58 Account Number 7227 RHS $2.50 Contribution $7,020.00 Account Number 7114 Cell Phone Stipend Exp $1,500.02 Account Number 8116 Utilities -Electricity $100,000.00 Account Number 8081 Services -Janitorial $100,000.00 Account Number 8080 Services- Prof/Tech NOC $8,860.00 Account Number 80883 Contract Services - Facilities/Parks $76,746.00 - Automatic System Entry. Signed: Signed: Signed: Fina Approval: Financen Director Administrate Approval: City Manager o2. Date ailZh1:1 Date City Council Approval: City Clerk Date