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09-064 - R
To: From: CC: Re: Date: Agenda Item: PROSPER POLICE DEPART CAPT. GARY MCHONE Agenda Otern No. 12 Mayor and Town Council Gary MCH one, Police Captain Kirk McFarlin, Police Chief & Mike Land, Town Manager Town Council Meeting d May 26, 2009 May 20, 2009 Consider and Act Upon establishing a resolution by the Town Council of the Town of Prosper, Texas, hereby authorizing the Mayor of the Town of Prosper to execute a service agreement between the Town of Prosper, Texas and L3 Communications. Description of Agenda Item: L3 Communications, which will provide a fixed infrastructure and mobile environn include all system software, communications software, databases, computer and hardware, data communications hardware, cables, terminals, workstations, printers, services to meet the operational requirements of the new 24 hour public safety comm center. L3 provides a unique and cost effective turnkey solution when comparec providers. Budget Impact: The estimated total cost will be approximately $1.2 million. A portion of this will be existing bond funds. Legal Obligations and Review: The Town Attorney will review said service agreement/contract prior the Town executi Attached Documents: Copy of Resolution Board/Committee Recommendation: Al/A TOWN OF PROSPER, TEXAS RESOLUTION l A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSY TEXAS, HEREBY AUTHORIZING THE TOWN MANAGER OF THE TO' OF PROSPER, TEXAS, TO EXECUTE A SERVICE AGREEMENT BETWF THE TOWN OF PROSPER, TEXAS AND L3 COMMUNICATIONS FOR T PURPOSE OF CREATING A FIXED INFRASTRUCTURE AND MOB] ENVIRONMENT IN ORDER TO PROVIDE EFFECTIVE AND EFFICIF DISPATCH SERVICES TO ITS RESIDENTS; AND PROVIDING FOR EFFECTIVE DATE. WHEREAS, the Town of Prosper, Texas ("Prosper") Police Department and Fire currently utilize the 9-1-1 dispatch services and related personnel of the City of Frisco, Te radio communication systems of the City of Plano, Texas to operate Prosper's public safety service; WHEREAS, as a result of internal decisions on the part of the City of Plano regardir public safety emergency services, the radio services provided by the City of Plano will b November 30, 2009; WHEREAS, as a result of internal decisions on the part of the City of Frisco, t services provided by the City of Frisco will not be a viable, long-term solution for pi emergency services to Prosper residents. WHEREAS, the State of Texas, through the North Central Texas Council of Gi awarded Prosper a Public Safety Answering Point ("PSAP") which authorizes Prosper to cr( emergency dispatch center and such award must be implemented by January 1, 2010; WHEREAS, as a result of the internal decisions by the City of Frisco and the City c the award of the PSAP, the Town Council of Prosper ("Town Council") has investigated and that it is in the best interests of Prosper to immediately create an emergency communication a Prosper Police Department and Fire Department ("Public Safety Dispatch Center") to be fun November 30, 2009, for the purpose of, among other things, providing effective and effici( services to its residents; WHEREAS, pursuant to the exception provided for in § 252.022(a)(2), Texas Local t Code, Prosper is not required to submit to the competitive bidding procedure which could preN from meeting the November 30, 2009 deadline, since the expenditures essential for the ci Public Safety Dispatch Center are necessary to preserve and protect the public health an Prosper's residents; WHEREAS, a fixed infrastructure and mobile environment for system software, come software, databases, computer and interface hardware, data communications hardware, cable,, workstations, printers, files, and services to meet the operations requirements of a twenty foi ---1-1!- --,r- - -,!---i_._ _ /GGT!-- 1 r.--c--- --- ---Ar'---�"- Communications to provide Fixed Infrastructure and Mobile Environment, without submi competitive bidding requirement. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TEXAS: SECTION 1: Findings Incorporated. The findings set forth above are incorporated of this Resolution as if fully set forth herein. SECTION 2: Authority to Execute Agreement. The Mayor of the Town of Prospc hereby authorized to execute, on behalf of the Town Council of the Town of Prosper, Texa Agreement between the Town of Prosper, Texas and L3 Communications, a copy of which hereto as Exhibit "A", which will provide a fixed infrastructure and mobile enviromnent. This system software, communications software, databases, computer and interface hard communications hardware, cables, terminals, workstations, printers, files, and services t operational requirements of a 24 hour public safety communications center like the Pt Dispatch Center. SECTION 3: Effective Date. This Resolution shall take effect immediately upon its RESOLVED THIS THE 26"' Day of May. Town Secretary OF P&00e' 0 o ® WVQ o a ® o o °Goo ©® ®�®�® T X A15 �o®�� PURCHASE AGREEMENT This Agreement (the "Agreement') is made and entered into this the 22nd day 2009, by the Town of Prosper, Texas (hereinafter called the "Town"), a Texas n corporation, and L-3 Communications Display Systems (hereinafter called the "Contracts WITNESSETH: WHEREAS, the State of Texas, through the North Central Texas Col Governments, awarded flown a Public Safety Answering Point ("PSAP") which authoriz to create its own emergency dispatch center and such award must be implemented by Ja 2010; and WHEREAS, pursuant to the exception provided for in § 252.022(a)(2), Tex,, Government Code, Town is not required to submit to the competitive bidding procedw could prevent Town from meeting the November 30, 2009 deadline, since the expe essential for the creation of a Public Safety Dispatch Center are necessary to preserve any the public health and safety of Town's residents; and WHEREAS, the Town Council has investigated and determined that in order to its residents with a Public Safety Dispatch Center, it is critical to enter into a service ag with Contractor to provide Fixed Infrastructure and Mobile Environment, without subrr, the competitive bidding requirement; and WHEREAS, the Town Council authorized the Town Manager to enter into agreement with Contractor in Resolution No. 09-064. NOW, THEREFORE, in consideration of the following mutual agreeme covenants, it is understood and agreed by and between the parties hereto as follows; l . Score of Services, The Contractor shall provide fixed infrastructure and mobile environment (the "I upon the terms and conditions set forth in the Agreement Documents (as defines and shall furnish all personnel, labor, equipment, supplies and all other items nest complete the Project. 2. Term. Performance of the Project shall commence upon the execution of this Agreem Project shall be completed upon final acceptance by the Town. 3. Contract Price. This pricing is valid until June 22, 2009, The Contract Price includes the Warranty as defined in the Agreement Docume: Warranty shall expire one (1) year from the date of acceptance of the Projec Town. Upon expiration of the initial Warranty, the warranty is extended for four at a total price of seven hundred eighty-six thousand and no dollars ($786 Payment for the Extended Warranty shall be due thirty (30) days from the start dc, Extended Warranty. The Extended Warranty shall begin in Year 2; Year 2 sh, one (1) year from the date of acceptance of the Project by the Town, and extend Year five (5). Payment by Town to Contractor for Extended Warranty shall quarterly basis as follows: 1. Year 2 — Forty -Four Thousand Eight Hundred Seventy -Five anc ($44,875.00) per quarter. 2. Year 3 — Forty -Seven Thousand Eight Hundred Seventy -Five anc ($47,875.00) per quarter. 3. Year 4 -- Fifty Thousand Six Hundred Twenty -Five and no/100 ($5( per quarter. 4. Year 5 — Fifty Three Thousand One hundred Twenty -Five and ($53,125.00) per quarter. 4. Agreement Documents. The "Agreement Documents", as that term is used herein, shall include the f documents, and this Agreement does hereby expressly incorporate same herein a: if set forth verbatim in the Agreement: A. This Agreement; and B. L-3 Communications Public Safety Terms and Conditions, hereto as Exhibit "A," and incorporated herein for all purposes; C. P25 Voice and Data System Statement of Work (SOW # PR-0 3), attached hereto as Exhibit "B," and incorporated herein purposes. This Agreement shall incorporate the terms of Exhibit "A" in its entirety. To tl that Exhibit "B" is in conflict with provisions of this Agreement, the provision Agreement shall prevail over the provisions of Exhibit "B," and the provisions of "B" shall prevail over the provisions of Exhibit "A." 5. Town responsibilities. D. Town shall provide the vehicles for installation, It is assumed that the will meet size, type and age requirements to allow for the installati+ hardware, and are mechanically sound. Vehicles shall be clean and for installation on the day, date and time mutually agreed upon bet Parties. Town shall be responsible for any repairs not associated system installation. 6, Entire Agreement. The Agreement Documents contain the entire agreement of the parties with resp+ matters contained herein. All provisions of the Agreement Documents shall b complied with and conformed to by the Contractor, and no amendment to the Al Documents shall be made except upon the written agreement of the parties, wh not be construed to release either party from any obligation of the Agreement Dc except as specifically provided for in such amendment. 7. Counterparts. This Agreement may be executed in a number of identical counterparts, each + shall be deemed an original for all purposes. 8. Binding Effect. This Agreement shall be binding on and inure to the benefit of the Parties respective heirs, executors, administrators, legal representatives, successors, ant when permitted by this Agreement. 9. Ordinances. Except as specifically provided in the Agreement Documents, the parties al contractor shall be subject to all Ordinances of the Town, whether now existing future arising. 10. Authority to Execute, The individuals executing this Agreement on behalf of the respective partie represent to each other and to others that all appropriate and necessary action ] taken to authorize the individual who is executing this Agreement to do so foi behalf of the party for which his or her signature appears, that there are no othe or entities required to execute this Agreement in order for the same to be an au and binding agreement on the party for whom the individual is signing this AE and that each individual affixing his or her signature hereto is authorized to do such authorization is valid and effective on the date hereof. 11. Notice. Any notice provided or permitted to be given under this Agreement must be in If to Contractor, to: If to Town, to: L3 Communications Attn: Gayle Bryan 1355 Bluegrass Lakes Parkway Alpharetta, GA 30004 Town of Prosper Attn: Town Manager 121 W. Broadway Prosper, Texas 75078 12. Severability. In case any one or more of the provisions contained in this Agreement shall reason be held to be invalid, illegal, or unenforceable in any respect, such it illegality, or unenforceability shall not affect any other provision thereof, Agreement shall be construed as if such invalid, illegal, or unenforceable provi never been contained herein. 13. Representations. Each signatory represents this Agreement has been read by the party for W. Agreement is executed and that such party has had an opportunity to confer witl counsel. 14. Miscellaneous Drafting Provisions. This Agreement shall be deemed drafted equally by all parties hereto. The Ian all parts of this Agreement shall be construed as a whole according to its fair 1 and any presumption or principle that the language herein is to be construed agi party shall not apply. Headings in this Agreement are for the convenience of th and are not intended to be used in construing this document. IN WITNESS, WHEREOF, we, the contracting parties, by our duly authorized hereto affix our signatures and seals on this theo1 a day of 3 U h---� , 2009. TOWN OF PROSPER, a Texas municipality M ike Manager ATTEST:- APPROVED AS TO FORM: L3 Communications Display Systems By: Print Name: Gayle Bryan 11`- 1-,,- Title: DiteCtOT, Contract Administration STATE GE TEXAS § COUNTY DE COLLIN � BEFORE ME, the undersigned authority, on this day personally appeared Mike known to me to be one of the persons whose names are subscribed to the foregoing ino he acknowledged to me he is the duly authorized representative for the Town of Prosper, and he executed said instrument for the purposes and consideration therein expressed. STATE OF GEORGIA § COUNTY DE § BEP'QRF, ME, the undersigned authority, on this day personally ai known to me to be one of the persons whose nay subscribed to the foregin instrument; he/she acknowledged to me he/she is the duly aut representative for 4..- ,;y e d he/she executed said instrument for the purpo consideration therein expressed. GIVEN UNDER MY A — , 2009. LYIV& �op�� Owes®00 . o� 0,0T%, 01309 O oe 'i' 0� HAND AND SEAL CAE OFFICE this (_i-- \ Notary Public in and fdf the 4tate oGeorgia My Commission Expires: o� Exhibit "A" ('Terms and Conditions) Public Safety TERMS AND CONDMONS OF SALE 1. GENERAL Purchaser aclrnowledges agreement with these Terms and Conditions of Sale by placement of zt order to purchase goods or services from L-3 Communications Display Systems (L-3 DS) or its acceptance of the goods and services called for in a purchase order. Regardless of any provision under terns, understandings or terns and conditions on any prior or subsequent purchase order issued by Purchaser, these Terms and Conditions of Sale represent the entire agreement between the parties and shall apply to all orders issued by Purchaser to 1-3 DS for L-3 DS goods or services. 2. MODIFICATIONS OF TERMS AND CONDITIONS L-3 DS' acceptance of any order is subject to Purchaser's assent to all of the terms and conditions set forth in L-3 DS' acknowledgement, and Purchaser's assent to these Terms and Conditions of Sale shall be presumed from Purchaser's receipt of L-3 DS' acknowledgement or from Purchaser's acceptance of any or all of the goods and services ordered. if any purchase order or other correspondence contains terns and conditions contrary or in addition to these Terms and Conditions of Sale, L-3 DS' acceptance of any order shall not be construed as consent or agreement to any such contrary or additional terns and conditions. L-3 DS' acceptance of Purchaser's order shall not constitute a waiver by L-3 DS of any of the terms and conditions contained in L-3 DS' acknowledgement. Additional or different terms and conditions or any attempt by Purchaser to vary in any degree any of these Terris and Conditions of Sale shall be in writing and mutually agreed upon between the two parties, 3. ORDERS, PRICES, PAYMENT TERMS (a) Orders, All orders by Purchaser are subject to acceptance by L-3 DS, at its sole discretion, at its office In Alpharetta, Georgia, U.S.A. L-3 DS' acceptance of any order from Purchaser shall be evidenced by L-3 DS's written acknowledgement, which shall contain these Terns and Conditions of Sale. (b) Prices. Unless otherwise agreed to by L-3 DS in its acknowledgement, all prices shall be those in effect at the time of order and exclude freight and insurance, and all applicable sales, use and excise taxes. (e) Terms of Payment. All payments am due no later than 30 days after the date of L-3 DS' invoice. Payments received more than 30 days after the date of invoice are subject to a late charge of 1.5% per month on the unpaid balance. Purchaser shall be liable for all costs of collection, including attorney fees and court costs, if any. All payments are to be made in United States dollars unless otherwise specified. Payments may be made by check, credit card or electronic funds transfer, 4. PACKAGING (b) Title of merchandise and risk of loss shall pass Installation Acceptance. 7. ACCEPTANCE; RETURN POLICY (a) Purch aser shall immediately inspect all goods Purchaser's receipt thereof and shall within five (5) notify L-3 DS in writing of Purchaser's rejection goods and the reason(s) for such rejection. In the rejection is not timely given, Purchaser expressly reject acceptance of the goods, shall have accepted be liable to L-3 DS for full payment of such goods. (b) NotwIt1tvwding (a), within thirty (30) days of dt accept the return or exchange of goods received is notified of the error within five (5) days of receipt 1 following: I. E-mail at displays.customersutxtort@L-3com. 775-5630 for the L-3 DS Customer Support De a Return Materials Authorization number (RW pmvide the following: Part Number, Quantity, Number. ii. Return the goods within thirty (30) days of t) original packaging. If the goods are not return, days of the RMA date, Purchaser shall not be e; the purchase price. 8. GOVERNMENT LAWS AND REGULATIONS Both parties shall abide by all laws, ordinances, rules or governmental body with jurisdiction affecting the perform& When required for performance hereunder, L-3 DS shall procuring the necessary government approvals and export lip with the United States of America security and expor Purchaser shall reasonably assist L-3 DS in procuring si States of America Government approval when required by G 9. EXPORT/RE-EXPORT OF L-3 DS' PRODUCTS AP The Purchaser agrees to comply with L-3 DS' policy to ve, end user in all sales and repairs of 1,3 DS' products, tec and in all transfers of technical data or software to insu applicable United States of America export control laws and The Purchaser shall not export or re-export any L-3 documentation, technology or software to any debarred a counties on the United States of America embargoed list or i the U.S. Government Denied Person List, unless o0wrwis United States of America Qovemment. The Purchaser shr export or re-export any i,3 DS products for use in aetiv development, production, use or stockpiling of nuclear, chi weapons or missiles, nor use L-3 DS products in any facilhie in activities relating to such weapons. The Purchaser acknowledges that the United States of Amer sales, transfer, export or re-export or other participation in w involving L-3 DS products with individuals or companies Commerce Department's list of individuals debarred from i List items. Seller shall pack and ship all goods in accordance with best commercial The Purchaser shall abide by all applicable U.S. expor practices. Supplies packaged as such, should be protected against damage during regulations for all products and services purchased from L-3 shipment, handling and storage under normal circumstances in reasonably dry, any licenses or approvals required by the U.S. Government I. unheated transport and storage quarters. export of L-3 DS' products, software or technology. 5. TAxEs L-3 DS shall provide the Purchaser with an End User Prices do not include sales, excise or other taxes imposed on the sale of goods, compliance with the United States of America export laws a Purchaser is responsible for payment of all federal, state and local sales, use, Purchaser shall submit to L-3 DS, prior to the scheduled deli - excise and other similar taxes now or hereafter imposed upon sales or shipments the Contract hereunder, the End User Agreement(s) signed and will be added to the purchase price. Purchaser agrees to reimburse L-3 DS designated official. In the event the igreemems are not subm for any such tax(es) or to provide L-3 DS with an acceptable tax exempt 3 DS has thr. right to postpone delivery of products and sc certificate or direct nav hermit (or such other documentation as L,-3 DS may equal to the delay of the agreerrents. (c) During the agreed upon Warranty Period, except as detailed in the exclusions below, L-3 DS warrants that the goods will be free from defects in material and workmanship. During the warranty period, L-3 DS will be responsible for all replacement parts and shipping when failure is duo to a defect In a part, material or workmanship during normal use for the duration of the applicable warranty period, except as provided in subpart (d) below. (d) This limited warranty does not cover defects caused by; I. Physical abuse of the goods or any component or acts of vandalism by any persons other than L-3 DS, its employees, agents or subcontractors; ii. Alterations, modifications, additions, or repairs made during the applicable warranty period by anyone other than L-3 DS, its employees, agents or subcontractors; iil. Non-compliance with the L-3 DS authorized installation, diagnostic, repair, and user processes specified in the latest edition L-3 DS manuals and/or bulletins; iv. Damage or defects induced by extreme environmental conditions outside of operating specifications; use of the product in ways other than what was intended by L-3 DS, acts of God or product abuse; v. Repairs or replacements due to recalls by vehicle manufacturer; vi, Damage to the goods caused by a part not supplied or warranted by L-3 DS as part of the product, including without limitation fuses and relays and the 12 volt Gd battery; or vii. Accidents or damage resulting from fire, water, wind, hall, lightning, electrical surge or failure, earthquake, theft or similar environmental causes not caused or contributed to by the sole negligence of L-3 DS or its employers, agents, or subcontractors. (e) I n the event of a breach of warranty, L-3 DS' obligation is to repair or replace the defective goods, at L-3 DS' sole discretion. Shipping charges to L,3 DS are the responsibility of Purchaser. (f) L-3 DS does not warrant that the operation of any Standard Operating Software (i.e., Windows) will be uninterrupted or error free. (g) These warrantics arc in lieu of all other warranties, whether statutory, express or implied, including, but not limited to, warranties of merchantability, fitness for a particular purpose and wanandes arising from course of dealing, performance, or custom and usage in the trade are applicable. As related to this warranty, L-3 DS shall have no other liability under any theory at law, in equity, or otherwise, including, but not limited to, contract, tort, negligence and strict liability, for any loss or damages including, but not limited to, special, exemplary, pwiltive, incidental, Indirect or consequential damages, and amounts for lost profits, even if L-3 has been advised of same. (h) Purchaser is advised that the installation of L-3 DS goods and services may void all or a portion of the warranty provided by the vehicle manufacturer, 11. IND EMNIFICATiON/HOLD HARMLESS (a) L-3 DS shall release, defend, indemnify and bold harmless Town and Its City Council members, oMcers, agents, representatives and employees from and against all damages, injuries (including death), claims, property damages (including loss of we), losses, demands, suits, judgments and costs, including reasonable attorney's fees and expenses (including attorney's fees and expenses incurred In enforcing this indemnity), to the extent caused, in whole or in part, by the negligent, grossly negligent, and/or intentional wrongful act and/or omission of L3 DS, Its officers, agents, representatives, employees, subcontractors, invitees or any other third parties for whom L-3 DS is legally respoaslble, In Its/tbelr performance of tbis Agreement, rtgardless of the joint or concurrent negligence or strict liability of the Town (hereinafter "Ciaims'l, subject to the Town providing L-3 DS with timely notification of any such claims, damages, actions and causes of action of every kind at and unknown, existing or claimed to exist, relating to any employment relationship between L.3 DS and its subcontractors as a result of that subcontractor's or e employment and/or separation from employment witt Including but not limited to any discrimination claim orientation or preference, race, religion, color, nation, disability under federal, state or Vocal law, rule or regi claim for wrongful termination, back pay, future wage employee benefits, injury subject to relief under the w compensation act or would be subject to relief under s workers compewation insurance, and any other claim contract or otherwise. (c) L3 DS is expressly required to defend Town again provided, however, if a court of competent juritdictloi that becomes Goal and non -appealable, determining it (without waiving any governments] immunity) has joii sole negligence for the Claims, in accordance with the Texas (the "Judgment"), then I.3 DS is not required t defend the Town to the extent of the negligence, gross Intentionally wrongful act and/or omission apportiont each cause(s) of action of such Claims ideatiiied in the event the Judgment provides that Town Is jointly, cone negligent for the Claims referred to therein, Town agr provided by law, release, defend, Indemnify and hold 1 extent such judgment provides that the Town is joint]) solely negligent as well as to reimburse L-3 DS for all t necessary costs Incurred and paid by L-3 DS that are s Town's percentage of joint, concurrent, or sole neglige the Judgment relating to such Claims, including reasoi necessary attorney's fees and expenses, to L-3 DS with the date of the Judgment (the "Reimbursement Alloca (d) In its sole discretion, Town shall have the right to it counsel to be retained by L3 DS in fulfilling its obligai defend and indemnify Town, which approval shall not withheld, unless such approval right is expressly waive writing. Town reserves the right to provide a portion 4 defense at its own expense and not subject to reimburs however, Town is under no obligation to do so. Any su is not to be construed as a waiver of L3 DS's obligado or as a waiver of L 3 DS's obligation to indemnity Tow Agreement. L3 DS shall retain Town -approved defea seven (7) business days of Town's written notice that T right to indemnification tinder this Agreement or such thereafter as is appropriate under the circumstances. I retain counsel within such time period, Town shall hav retain defense counsel on its own bebalf, and 1,3 DS A costs incurred by Town. 12. SOFTWARE LICENSE (a) Subject to these term and conditions, L-3 DS gran exclusive, non -transferable, perpetual license to provided with or installed on the products at the tin software is subject to the applicable third party I. included with the product(s). All MicrosoftO operat shall be subject to the applicable Microsoft end -user ("PULA"). The L-3 DS Customer Service Departs a copy of the applicable EULA and all other tl licenses upon request (b) All Software shall be used only for the processing business information and in accordance with all 4 software licenses agreements. Pwcbaser may not permit any third party to, reverse engineer, disassern] 13. FO RCE "EURE Parties shall not be liable for any loss or damage caused by acts of God, acts of Purchaser, acts of the enemy — foreign or domestic, acts or regulations or decrees of any Govemment (de facto or de jure), the elements, earthquakes, floods, fires, riots, war, shipwreck, strikes, freight embargoes, lockouts, work stoppages, epidemics, quarantine restrictions, unusually severe weather or other similar causes above and beyond the reasonable control of either party, provided that the party so affected shall give notice tothe Purchaser in a reasonable period of Ume, but no later than ten (10) business days from the time that FORCE MAJEURE conditions occurred, use its best efforts to avoid or remove such causes and continue performance hereunder with the utmost dispatch whenever such causes are removed or settled. L-3 DS shalt not be liable for any delay or failure to perform on its part, which is due to causes beyond its reasonable control. L-3 DS shall promptly notify the Purchaser of any such delay or failure, its cause, the estimated impact to its performance under this Contract, and any corrective action where appropriate once this information is reliably determined by Lr3 DS. 14. DELAYS In the event that L-3 DS delays the delivery of its products and/or its services under this Contract or any rescheduled delivery date, for reasons other than FORCE MAJEURE, as set forth in Article 13 herein, or any delay in delivery or installation ofthe goods for any failure to perform which is due to circumstances beyond its control, and other than failure of the Purchaser to comply with all the terms and conditions herein, the Purchaser shall be entitled to liquidated damages of $332 per day late up to a maximum of five (5) days, and Purchaser shall have the right to terminate the affected Contract or portion of the Contract subject to the Termination provision as set forth in Article 16 herein. Both parties hereto recognize that, if the Purchaser requests that delivery of products and/or services be rescheduled and L-3 DS accepts such request, the Purchaser could incur an additional charge for such change. The parties therefore agree that, as reasonable compensation to L-3 DS for costs it would incur as a result of acceptance of the Purchaser requested change in the delivery schedule of a product or service. 15. TERMINATION FOR CAUSE Except for delays as indicated in Article 13, FORCE MAJEURE herein, any delays in delivery of products and services that exceed sixty (60) calendar days from the agreed scheduled date of delivery or extension thereto shall entitle the Purchaser to terminate any Contract affected by the delay. In the event of termination under this Article, L-3 DS shall receive full payment for completed products at the time of termination. Any delays in payments of Products delivered and/or Services rendered to the Purchaser by L-3 DS that exceed forty (40) calendar days from the payment due date shall entitle L-3 DS to terminate any Contract affected by the delay. 16. INSOLVENCY AND BANKRUP TCY In the event that the Purchaser makes a general assignment for the benefit of creditors or becomes insolvent; files a voluntary petition in bankruptcy; petitions for or acquiesces in the appointment of any receiver, trustee or similar officer to liquidate or conserve its business or any substantial part of its assets; commences under the laws of any jurisdiction proceedings relating to insolvency, bankruptcy, reorganization, readjustment of debt, dissolution, liquidation or any other similar proceedings; or becomes the object of any proceeding or action of the type described above and such proceedings or action remain undismissed or unstayed for a period of sixty (60) days; then L-3DS may terminate this Contract, with the effective date of termination being thirty (30) days from the date of receipt of such notice to the other party, 17. CHOICE OF LAW of proom against them, without the necessity for service provided by statute or rule of court, but without invalidating, accordance with such other provisions. 19. WAIVER Lr3 DS' failure to exerclse a right or remedy or L-3 DS' ac or delinquent payment shall not operate as a waiver of any Purchaser's obligations under the Agreement and.shall not c L-3 DS' right to declare an immediate or a subsequent dcfau 20. MTEGRATI ON The Agreement constitutes the entire understanding betw respect to the subject matter of the Agreement and si discussions, negotiations, agreements and understandings. Agreement can be made only by a writing signed by each pa 21. ASSIGNMENT No assignment of the Agreement or of any right or c Agreement shall be made by Purchaser without the prior co we of a proper assignment, the Agreement shall be bindir the benefit of the Purchaser's successors and assigns. 22. INJUNCTIVE R ELIEF Purchaser acknowledges that irreparable injury will result Purchaser to comply with the terms of the Agreement. In th or threatened default or breach by Purchaser or any of ti Agreement, L-3 DS shall have the right to specific perfor rcliely as well as monetary damages, including costs and at other appropriate relief. 23. A TTORNEY FEES AND COSTS In the event of L-3 DS' enforcement of any term or conditic Purchaser shall be liable to L-3 DS for all costa, including at by L-3 DS in enforcing the Agreement and in collecting Purchaser to L-3 DS. 24. LIMITATION OF LIABILITY L-3 DS shall not be liable under theory at law or in equip any special exemplary, punitive, Incidental, Indirect, or cc damaged (even. if 1-3 has been advised of same) including limitation, lost profits or revenues. The entire liability of claim, loss or damages under any theory at law, In equity including, but not limited to, tontraet, tort, negligence an arislug out of Ibis agreement or any indemnification ob 4 performance or breach thereof, or the subject matter tiha any event exceed the sum of the payments actually made! pursuant to this agreement. 25. SOVEREIGN iMMUNI TY The Parties agree that the City not has waived their sovereign entering into and performing their obligations under this Agn Chapter 271, Subchapter I of the Local Govemmem Code. The Agreement is made in, and shall be governed and controlled in all respects by the laws of the State of Texas, United States of America, and all disputes, including interpretation, enforceability, validity, and construction, sball be determined under the law of the State of Texas, without regard to any conflict of Exhibit "B" (Statement of Work) Prosper, TX P25 VOICE DATA SYSTEM Statement of Work SOW # P R-0512 Rev 3 11 June, 2009 INTRODUCTION....................................................................... ■................ 0............ I 1.1 Project Scope....................................................................•....................... 1.2 Current Project Environment......................................................................... 2. GENERAL REQUIREMENTS.................................................................................. 2.1 Turnkey Solution........................................................................................... 2.2 Delivery and Installation............................................................................... 2.3 Frequency Spectrum.................................................................................... 2.$.1 Voice Frequency Spectrum............................................................... 2.3.2 Backhaul Frequency Spectrum......................................................... 2.3.3 Data Frequency Spectrum................................................................ 2.4 Equipment Life Cycle.................................................................................... 2.5 Ruggedized Hardware for Operation in Harsh Environments ........................ 2.6 Coverage Service Area................................................................................. 2.6.1 P26 Voice System............................................................................. 2.6.2 Data System..................................................................................... 2.7 Material and Workmanship........................................................................... 2.8 Payment Schedule........................................................................................ 2.09 Legal Requirements...................................................................................... 2.10 Program Management.................................................................................. 2.11 Subcontractors............................................................................................. 2.12 Insurance Requirements............................................................................... 2.13 Shipping...................:................................................................................... 2.14 Title, and Risk of Loss.................................................................................. 2.15 Sites............................................................................................................. 2.16 Independent Contractor................................................................................ 2.17 Changes in Work.......................................................................................... 2.18 Proprietary and Confidential Information....................................................... 3. INSTALLATION REQUIREMENTS......................................................................... 3.1 Implementation Plan..................................................................................... 3.2 Quality Assurance Requirements.................................................................. 3.3 Resistance to Interference............................................................................ 3.4 Emissions Criteria......................................................................................... 3.5 System Cabling............................................................................................ 3.6 Electrical Standards...................................................................................... 3.7 Grounding......................................................................... ......................... 3.8 Site Clean Up Requirements........................................................................ 3.12 Installed Equipment Appearance .................... ..... ................ I ...................... I 3.13 Equipment Location.................................................................................... 3.14 Transmission Line........................................................................................ 3.15 Lightning Protection Provision...................................................................... 3.16 Radio Tower and Structure Requirements Compliance ............................... 3.17 Ancillary Mounting Hardware....................................................................... 4. PROJECT REQUIREMENTS................................................................................... 4.1 P25 Voice System....................................................................................... 4.2 Data System................................................................................................. 4.3 Microwave Backhaul...................................................................................... 4.4 Dispatch Consoles.....................................................................................1 4.5 Voice Logging............................................................................................... 4.6 Fire Alerting................................................................................................., 4.7 Fire Paging................................................................................................... 4.8 Storm Siren Control...................................................................................... 4.9 Dispatch Console Furniture .................................. Errorl Bookmark not de 4.10 Mobile Data Computers..............................................................................., 4.11 Data Modems............................................................................................... 4.12 Digital Video Recorders................................................................................ 4.13 Digital Video Server...................................................................................... 5. SYSTEM VERIFICATION REQUIREMENTS........................................................... 5.1 Successful Operation or Failure.................................................................... 5.2 System Acceptance and Performance Period ............................................... 5.3 System Verification Test Equipment............................................................. 5.4 Vehicle Acceptance Test.............................................................................. 5.5 Functional Acceptance Test.......................................................................... 5.6 Network Throughput Test............................................................................. 5.7 RF Coverage Verification Test...................................................................... 5.8 System Wide Acceptance Test Support........................................................ 6. TRAINING REQUIREMENTS.................................................................................. 6.1 System Administrator Training...................................................................... 6.2 System Support Training............................................................................. 6.3 Vehicle Installation Training.......................................................................... 6.4 Training Standards..................................................................................... 6.4.1 Training Personnel.......................................................................... 6.4.2 Instructional Materials....................................................................... 6.4.3 Training Systems.............................................................................. A d r..nnnprativw Traininn Fffnrt 8. WARRANTY AND MAINTENANCE ................................. ..........I ........................... . 8.1 Warranty of Hardware and Equipment......................................................... 8.2 Warranty for Contractor Furnished Software ................................................. 8.3 Software Updates........................................................................................ 8.4 Maintenance During the Warranty Period ..................................................... 8.5 Maintenance After the Warranty Period........................................................ 1. INTRODUCTION The Town of Prosper ("Town") is one of the fastest growing towns In the north Texas metropol area. The Town is considered a rural community consisting of 27 square miles. Continued gro and annexation will increase the required areas of coverage and response times beyond capabilities of the current resources. The population of the Town in 2006 was 5,250. projected population for the Town in 2013 is 14,837, The Town sits in both Collin and Den Counties, both of which rank in the top 2% of the fastest growing counties in Texas. 1.1 Project Scope The scope of the Voice and Data System for the Town consists of the following main componei Trunked Internet Protocol (IP) based 800MHz P25 Land Mobile Radio System to prop users with adequate functions, coverage, capaTown and interoperability to meet pu safety communications requirements. The infrastructure will be scaled to accommod the initial users anticipated on the system, with growth potential that is not limited by system architecture and technologies deployed. ® IP based high speed data system (> 400 Kilobits per second (Kbps)) for purpose: transferring files, maps, images and pre -plans to and from the field. The data syst must be a proven and established solution that is operational and fully accepted in sire configurations. The infrastructure must also provide for expansion of additional users increased functionality. The selected Contractor will provide a complete system, project management, installation and deliverables to Implement, test, and support the system. The Town will manage spectr licensing, tower site agreements, and permits. The Town will require Contractor support training, programming, maintenance, technical support, fleet mapping and subscriber equipm installation. The Contractor will work with the selected CAD/RMS software supplier to assun seamless integration. 1.2 Current Project Environment Current voice communications is conducted on several 800 MHz trunked radio systems. 1 primary channel is a talk group on the City of Plano's trunked radio system and the second channel is a talk group on the Collin County trunked radio system. The Town also maintains capability of communicating on other agencies channels by having a number of talk groups on 1 Plano, Collin County, McKinney, and Denton County trunked radio systems programmed in radios. The Town currently utilizes a combination of Motorola Spectra and MCS-2000 mobile radios Motorola MTS-2000 and Motorola Astro Saber portables. These radios are currently in 1 process of being phased out. The portable radios are being replaced with Motorola XTS-5000 mobiles radios are being replaced with Motorola XTL-5000. Both the mobile and portable ra solutions that we have selected are dual band 700 / 800 MHz and are APCO Project 25 dig capable. These radios must be compatible with the new P25 Voice system. members. In addition to routine communications, each emergency call is also sent to eti membies pager by the GAD (computer aided dispatch) system via a common cap code the programmed in each membefs pager. The nature of the call, address, and assigned apparel are Included in each emergency call page. This alerting system also has a web -based interface 2. GENERAL REQUIREMENTS 2.1 Turnkey Solution This Statement of Work (SOW) is for a turnkey (complete) solution. The solution shall consi, both a fixed Infrastructure environment and a mobile environment, except where noted In SOW. The proposed turnkey solution shall include all system software, communications softw, application software, databases, computer hardware, interface hardware, data communicate hardware, cables, terminals, workstations, printers, files, and services necessary to meet functional requirements specified in this SOW, unless otherwise stated herein. The Contractor is solely responsible for all designs, equipment, materials, and services propo to ensure a complete and functional system. 2.2 Delivery and Installation The Contractor shall deliver all equipment and accomplish all installations for the project wi 180 calendar days upon receipt of the purchase order (PO). The planned implements schedule is as follows: Item Contract Award Dispatch Installation Tower Installation Vehicle Installations System Integration/Test Training Reliability Testing 2.3 Frequency Spectrum 2.3.1 Voice Frequency Spectrum Start Date 17 June 2009 10 Aug 2009 10 Aug 2009 17 Aug 2009 28 Aug 2009 21 Sep 2009 28 Sep 2009 End Date 17 June 2009 21 Aug 2009 21 Aug 2009 28 Aug 2009 25 Sep 2009 25 Sep 2009 27 Nov 2009 The Town has obtained two 800MHz frequencies to be used for the P25 Voice System. E frequencies must be available for use as voice channels. Requiring one of these frequencies tc a dedicated control channel is not acceptable. 2.3.2 Eackhaul Frequency Spectrum The Contractor shall provide licensed backhaul. The Contractor shall include all support associated with obtaining licenses for the Town. 2.3.3 Data Frequency Spectrum The Town does not have any available licensed frequencies available for the implementatioi aV_ .J"_ _.._a_— it at__ 4— ...... er%nnfn.rr. fivn (rnnfrmi 2.4 Equipment Life Cycle Equipment and hardware shall be the manufacturer's recent delivered new models. Equipn near the end of its life cycle will not be acceptable. System components should be professional/commercial grade computers and equipment. The bill of material shall be provided as a data item to be delivered to the Town. This data item be updated as the implementation plan is finalized and upon completion of installation to ref the actual build configuration. 2.6 Ruggedized Hardware for Operation in Harsh Environments All end -user mobile and outdoor equipment must be rugged enough to provide long useful sere life and reliable operation in the harsh operational environment of being installed In vehic exposed to continuous vibrations and the temperature extremes encountered in the North Te region without failures, lockups, overheating, etc. The mobile data computer shall be designe+ meet MIL-STD-810F military specifications. 2.6 Coverage Service Area 2.6.1 P25 Voice System The voice system shall provide a 95 percent coverage service area for street vehicles througt the Town. The Contractor shall provide a coverage map prediction that predicts the service ai Coverage maps for individual site analyses shall be presented using a USGS topographical b map. Mobile coverage should be based on a trunk -mounted antenna (centerline four feet ab ground). 2.6.2 Data System The data system shall provide a 90 percent coverage service area for street vehicles througt the Town. The Contractor shall provide a coverage map prediction that predicts the service ai Coverage maps for individual site analyses shall be presented using a USGS topographical b; map. Mobile coverage should be based on a trunk -mounted antenna (centerline four feet ab ground). 2.7 Material and Workmanship All equipment and component parts fumished shall be new, meet the minimum requfreme stated herein, and be in an operable condition at the time of delivery. All parts shall be of high quality workmanship and utilize the most current technology availal No part or attachment shall be substituted or applied contrary to the manufacture recommendations and standard practices. 2.6 Payment Schedule 20% Upon Contract signing 30% Upon successful completion of all Contractor installations 20% Upon successful completion of acceptance testing 15% Upon successful completion of all training 15% Upon successful completion of the reliability test penod/Final system acceptance 2.9 Legal Requirements Applicable provisions of all Federal, State, and local laws and of all ordinances, rules, regulations shall govern development, submittal, and evaluation of all quotes received in respoi hereto, and shall govem any and all claims and disputes which may arise between persoi submitting a response hereto and the Town by and through its officers, employees, i authorized representatives, or any other persons, natural or otherwise. Lack of knowledge by Contractor shall not constitute a cognizable defense against the legal effect thereof. The Contractor shall be responsible for working with the Town to obtain any necessary licens or approvals for operation of the System specified herein. The Town will be responsible for obtaining any necessary construction and installation perr and licenses. The Town will prepare any permits, approvals, etc. as necessary or required. Contractor shall supply necessary data and support required. 2.10 Program Management The Contractor shall, upon award of the contract, assign an individual to oversee and hi complete responsibility for the project. This "Program Manager' shall manage and direct planning, delivery, installation, and performance verification. The Program Manager sl coordinate all work between the various parties involved (i.e., manufacturer, subcontract( installation company, etc.), and provide immediate liaison between the Contractor and the Tows Monthly project meetings between the Town and the Contractors Program Manager shall conducted. 2.11 Subcontractors If the Contractor shall sublet any part of the contract, the Contractor shall be as fully responsibl( the Town for the acts and omissions of the subcontractor and of the persons directly or indire, employed by the subcontractor as the Contractor is for the acts and omissions of pers( employed by himself. The Contractor specifically warrants and agrees that Contractor will be solely and exclusiv responsible for compensating any of the Contractor's employees, subcontractors, material m and/or suppliers of any type or nature whatsoever and that no claims or liens of any type will filed against any property owned by the Town arising out of or incidental to the performance of services performed pursuant to this contract. 2.12 Insurance Requirements Certificates of public liability, casualty, and Worker's Compensation insurance shall be filed i the Town and will be subject to the Town's approval both as to amount and as to adequaq protection upon execution of the L3 Communications Terms and Conditions of Sale between Town and Contractor. The Contractor shall make all payments in accordance r unemployment, other insurance and social security provisions of the federal, state, and manic govemments and all other governing bodies, pursuant to laws made and provided for i purpose, whether enacted at the time of or prior to the execution of the contract or during progress of the work hereunder, and shall assume all liability for the compliance with requirements thereof. The Contractor shall assume all liability for injuries to, or loss of the Torn property, or the property of any other Contractor which may be employed by the Town in E premises, or to any adjoining property or the property of any third person or subcontractor and the employees of each of them, and shall, at his own expense, indemnify the Town for and m; good any such damage, loss, or theft. The liability of the Contractor under this covenan absolute and is not dependent upon any question of negligence of his subcontractors, or ti employees, and failure of the Town to direct the Contractor to take any particular precautior refrain from doing any particular act. The Contractor shall, at his own expense, procure and maintain satisfactory public liability E casualty insurance to adequately protect himself and the Town against damages for persc injury, including death, which may arise from operations under this contract, whether st operations are by himself or by his subcontractor, or anyone directly or indirectly employed ul execution of the L3 Communications Terms and Conditions of Sale between the Town Contractor. The Contractor shall, at his own expense, procure and maintain adequate Worki Compensation insurance in any amount satisfactory to the Town and sufficient to protect parties for any claims under the Worker's Compensation Law. The Contractor shall provide and maintain, until the work covered in the contract is completed accepted by the Town, the minimum insurance coverage as follows: ® Commercial General Liability insurance at minimum combined single limits of: AMOUNT COVERAGE $2,000,000.00 General Aggregate $2,000,000.00 ProductlCompleted Operations $1,000,000.00 Personal and Advertising Injury $1,000,000.00 Each Occurrence $100,000.00 Fire Damage $10,000.00 Medical Expenses Coverage for Products/Completed Operations must be maintained for at least t years after the work is completed. Coverage must be written on an Occurrer Form. Contractual Liability must be maintained with respect to the Contractc obligations contained in the contract. ® Commercial automobile liability insurance at minimum combined single limits $500,000 per occurrence for bodily injury and property damage, including own non -owned, and hired car coverage. With reference to the foregoing insurance requirement, the Contractor shall specifically endc applicable insurance policies as follows: ® The Town shall be named as an additional insured with respect to general liab and automobile liability. ® All liability policies shall contain cross liability and severabliity of interest clauses. ® A waiver of subrogation in favor of the Town shall be contained in the Workf Compensation insurance policies. All insurance policies shall be endorsed to require the insurer to immediately no the Town of any material change in the insurance coverage. All insurance policies shall be endorsed to the effect that the Town will receive least 60 days notice prior to cancellation or termination of the insurance for reasons other than non-payment of premiums. All insurance shall be purchased from an insurance company that meets the follow requirements: ® A financial rating from BEST Rating Company ® Licensed and admitted to do business in the State of Texas. All insurance must be written on forms filed with and approved by the Texas State Boarc insurance. Certificates of insurance shall be prepared and executed by the insurar company or its authorized agent and shall contain provisions representing and warrant the following: ® The company is licensed and admitted to do business in the State of Texas and i; subscriber to the State Guaranty Fund. The insurance set forth by the insurance company is underwritten on forms that ha been approved by the Texas State Board of Insurance. ® The Certificates of Insurance set forth all endorsements and insurance covera according to requirements and instructions contained herein. The Certificates of Insurance shall specifically set forth the notice of cancellation termination provisions to the Town. Upon request, the Contractor shall furnish the Town with certified copies of all insurance policiec. The Contractor's failure to procure and maintain the required insurance or self-insurance progn rh irinn +he nn+inn +emn r,f +h« nr.n4ren+ n n,n+arinl kre-ftr.h of 4hia ^^n4rn^f i mi, The Contractor shall be responsible for requiring indemnification and insurance as it dee appropriate from its employees receiving mileage allowance, agents, and subcontractors, if e to protect the Contractor's and the Town's interests, and for ensuring that such persons corr with any applicable insurance statutes. The equipment provided is readily available. The only Contractor proprietary equipment are data modems, the digital video recorders and the mobile data computers. Workers' Compensation insurance Coverage, ® Definitions: Certificate of coverage ("certificate"} - A copy of a certificate of authority to self -ins issued by the commission, or a coverage agreement, showing statutory works compensation insurance coverage for the person's or entity's employees provid services on a project, for the duration of the project, Duration of the project -includes the time from the beginning of the work on the proj until the Contractoes/person's work on the project has been completed and accepted the governmental entity. Persons providing services on the project- includes all persons or entities performing al part of the services the Contractor has undertaken to perform on the project, regardless whether that person contracted directly with the Contractor and regardless of whether t person has employees. This includes, without limitation, independent contractc subcontractors, leasing companies, motor carriers, owner -operators, employees of such entity, or employees of any entity which furnishes persons to provide services on project. "Services" include, without limitation, providing, hauling, or delivering equipm, or materials, or providing labor, transportation, or other service related to a proje "Services" does not include activities unrelated to the project, such as food/beverF vendors, office supply deliveries, and delivery of portable toilets. ® The Contractor must provide a certificate of coverage to the governmental entity pr to being awarded the contract. ® If the coverage period shown on the Contractor's current certificate of coverage er during the duration of the project, the Contractor must, prior to the end of I coverage period, file a new certificate of coverage with the governmental en, showing that coverage has been extended. The Contractor shall obtain from each person providing services on a project, provide to the governmental entity: A. A certificate of coverage, prior to that person beginning work on the project the governmental entity will have on file certificates of coverage shows coverage for all persons providing services on the project; and B. No later than seven days after receipt by the Contractor, a new certificate ® The Contractor shall retain all required certificates of coverage for the duration of project and for one year thereafter. ® The Contractor shall notify the govemmental entity in writing by certified mail personal delivery, within 10 days after the Contractor knew or should have known any change that materially affects the provision of coverage of any person provid services on the project. The Contractor shall contractually require each person with whom it contracts provide services on a project, to. A. Provide to the Contractor, prior to that person beginning work on the projec certificate of coverage showing that coverage is being provided for employees of the person providing services on the project, for the duratioi the project; B. Provide the Contractor, prior to the end of the coverage period, a r certificate of coverage showing extension of coverage, if the coverage pei shown on the current certificate of coverage ends during the duration of project. C. Obtain from each other person with whom it contracts, and provide to Contractor: o A certificate of coverage, prior to the other person beginning work on project; and o A new certificate of coverage showing extension of coverage, prior to end of the coverage period, if the coverage period shown on the curr certificate of coverage ends during duration of the project; D. Retain all required certificates of coverage on file for the duration of the proj and for one year thereafter; E. Notify the governmental entity in writing by certified mail or personal delive within 10 days after the person knew or should have known, of any char that materially affects the provision of coverage of any person provid services on the project; and F. Contractually require each person with whom it contracts, to perform required by paragraphs 1 - 7, with the certificates of coverage to be provides the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate coverage, the Contractor is representing to the governmental entity that employees of the Contractor who will provide services on the project will be cover by workers' compensation coverage for the duration of the project, that the covera will be based proper reporting of classification codes and payroll amounts, and ti The Contractors failure to comply with any of these provisions is a breach of contract by Contractor which entitles the governmental entity to declare the contract void if the Contra, does not remedy the breach within 10 days after receipt of notice of breach from the govemme entity. 2.13 Shipping All sales and deliveries are FOB Destination. For the purposes of this section, "Destination" s be defined to mean either the Town's installation sites or the Contractors warehouse loca within the Dallas Metroplex area. In the event delivery is to the Contractors warehouse, Contractor shall immediately notify the Town of the placement of any equipment into storage. storage charges shall be bome by the Contractor. 2.14 Title and Risk of Loss Title to all portions of the System purchased as a direct purchase shall pass to the Town at time of formal acceptance by the Town. Formal acceptance is defined as successful completioi the reliability test. Risk of loss or of damage to all equipment covered by this contract shall remain with Contractor until fonnal acceptance of the System by the Town. It shall pass to the Town c upon formal acceptance of the System by the Town. However, the risk of loss or damage equipment that so falls to conform to the contract as to give a right of review shall remain with Contractor until cure or acceptance. The Contractor shall not be liable for loss or damage equipment caused by the negligence of officers, agents, or employees of the Town acting wit the scope of their employment, or as caused by Force Majeure. 2.16 Sites This contract is predicated on the utilization of sites and site configurations that have bE mutually agreed upon by the Contractor and the Town. if it is determined by the Town, during course of performance under the contract, that the sites or configurations selected are unsub for their intended use, new or replacement sites or configurations will be selected by Contractor and the Town. Any price or schedule adjustments necessary as a result of these r or replacement sites or configurations will be mutually agreed upon by the Town and Contractor, 2.16 Independent Contractor It is specifically understood and agreed by and between the parties hereto that in all construct activities or services performed hereunder, the Contractor is an independent Contractor and an agent or employee of the Town. The Contractor shall have the sole obligation to empl direct, control, supervise, manage, discharge, and compensate all of its employees subcontractors, and the Town shall have no control of or supervision over the employees of Contractor or any of the Contractors subcontractors. 2.17 Changes in Work The Town may at any time by written amendment to the contract make changes within general scope of the work, including, but not limited to, revisions of, or additions to, portions of work or changes in the method of shipment or packaging and place of delivery, If any order causes an increase or decrease in the cost of or time required for the performanc( any part of the work under the contract, an equitable adjustment shall be made in the Conti price or delivery schedule, or both, and the contract shall be modified in writing accordin! However, the Contractor is not obligated to comply with any order unless and until the parl reach agreement as to the aforementioned equitable adjustment, and same shall be reflected an amendment to the contract, 2.18 proprietary and Confidential Information All proprietary computer programs will be released only in accordance with the Contracti Software i_icense/Service provisions contained within the contract documents, including applicable agreements to be entered into between the Town and the Contractor governing Town's use of software, or as required by Texas Statute or court order. All other material information of a confidential nature as designated by the Contractor will be released as necess under the following conditions: ® The Town shall exercise reasonable and prudent measures to keep these items confidence to the maximum extent permitted under law. The Town shall not disclose confidential items without the Contractor's permissii unless the Contractor makes them public or the Town learns them rightfully fri sources independent of the Contractor, or disclosure of said items is required for of the reasons enumerated in the Paragraph contained below. To the extent allowed by the provisions of the law, the Contractor, where necesse retains the right to prescribe specific security measures for the Town to follow maintain the confidentiality of items so designated by the Contractor. ® Notwithstanding the obligations on disclosure and confidentiality set forth herein, 1 Town may disclose confidential items to third parties where required pursuant State Statute, or insofar as necessary to satisfy a proper court order, subpoei litigation discovery demand, or administrative or regulatory proceeding. 3. INSTALLATION REQUIREMENTS The equipment installation includes the following described items as well as other attachme hardware, software, and procedures as may be required to ensure a completed installation wt is in accordance with the standards of good engineering practice and all building codes ; ordinances in effect at the sites Wiring of 120-volt AC circuits normally associated with conventional buildings shall be provides the Town at the Communications Center and other facilities. Wiring required for connecting equipment to the power outlets or any special wiring shall be the responsibility of the Contractoi The Contractor shall install the equipment and connect the units to commerciaVemergency power and uninterruptible power sources. The Contractor shall connect Town fumisl equipment to the Contractor -supplied equipment and install bonding and grounding conduct where needed. All equipment installed shall be firmly secured in Contractor -provided racks or enclosures equipment will be held in place by fastening and/or supports which are adequate to support tl loads with an ample safety factor. The Contractor shall include all installation hardware, bracki braces, fasteners of all kinds, wiring, ancillary devices, procedures, and services required to in: and/or interface components to provide a complete operating System. The Contractor is required to adhere to FCC and all local codes and ordinances in all matt pertaining to the work. Cabling, communications outlets, power wiring, system grounding, conduit facilities, equipment rooms shall be Installed in accordance with national standards and national and codes. Minimum standards used in the installations shall include the following: ® ANSI/TIA/EIA-568; Commercial Building Telecommunications Wiring Standard. ANSI TIA/EIA-569; Commercial Building Standard for Telecommunications Pathw,c and Spaces. ANSIfTlA/EIA-606; Administration Standard for the Telecommunicatic Infrastructure of Commercial Buildings. ANSI/TIA/EIA-607; Commercial Building Grounding and Bonding Requirements Telecommunications. BICSI; Building Industry Consulting Service International, Telecommunicatic Distribution Methods Manual. NEC; National Electrical Code (NFPA-70). ® FCC; Federal Communications Commission Rules and Regulations, Parts 68 15. Rack mounting for LAN equipment or anv other data communications eauioment (i.e., moder The Town shall select the preferred method prior to contract award. Racks shall not exceed inches in height, Contractors shall inform themselves fully as to all facilities for delivering, storing, placing, handl and disposing of materials. All aspects of the installation shall be planned and executed i professional manner. 3.1 implementation Plan The Contractor shall develop an implementation plan. This plan shall include a chronolog chart (Gantt -type format) with the tasks to be accomplished and the time for achievement of e, task shown. The implementation plan shall include a description of the sequential steps and a clear delinea of which tasks are the responsibility of the Contractor, which tasks are the responsibility of Town, and which tasks are the responsibility of others (i.e., the local telephone company). The implementation plan shall be submitted by the Contractor and approved by the Town prio commencement of work, The plan shall provide descriptions and layout drawings showing proposed installations at each site. Contractors should be aware that installation of equipment at the Town sites must be schedu Scheduling of equipment Installations will be done in a way that best meets the needs of Town. The Contractor and his subcontractors must recognize that circumstances may a which require the rescheduling of equipment Installations. 3.2 Quality Assurance Requirements This SOW requires the establishment of a quality control system by the Contractor to ensure i hardware and software supplies and/or services meet the quality standards. The quality control system shall ensure that adequate control of quality is maintained through all areas of contract performance, including, as applicable, the receipt, identification, stocking, < issuance of material, the entire physical process of manufacture, packaging, shipping, stora installation, and maintenance, and processes of software development including design struck coding; testing, integration, and implementation. All equipment, supplies, and services under the contract, whether manufactured or performer the Contractor's facility or at any other source, shall be subject to control at such points necessary to ensure conformity with the specifications and contractual requirements. The qu,c system shall provide for the prevention and ready detection of discrepancies and for timely positive corrective action. 3.3 Resistance to Interference Interference as used in this SOW is defined to mean radio frequency or power line ccnduc emissions, including susceptibility to such, causing noise or degradation to installed radio _11----- ----i __i_ t�--___at_._ _c _iL__ -I- -A---!- _. 'TLC _.._i-- .�. ._._L'�J —....t network equipment, other installed data processing equipment and/or communication equiprr or any other devices present in the system's operational environment. 3.4 Emissions Criteria The Contactor shall warrant that the installed System will not cause measurable interference any other installed radio system in any vehicle or foxed radio station. In the event si interference occurs, the Contractor agrees to take action to remedy such interference to satisfaction of the Town under the same terms and conditions as set forth under 'Warranty." The system supplied shall not cause measurable interference to the existing radio, security, closed circuit television communications systems, installed communications console equipmi or other data processing equipment present in the operational environment, and, in addition, s comply with all applicable FCC standards as applied to data processing equipment. 3.6 System Cabling This project will require the cooperation of both the Town and the Contractor. The Contra4 shall provide all necessary embedded and visible interconnect cabling necessary for syst operation, including all servers and related peripheral devices located within the Town's Pu Safety facilities' computer rooms. All cables, regardless of length, shall be marked and/or numbered at both ends. Marking cox shall correspond to recognized standards and specifications. All cabling shall be neatly lac dressed, and adequately supported. Cable shall be plenum rated where required by local build or fire codes. No splices will be allowed in system wiring other than at approved designated locations, and v approved devices. 3.6 Electrical Standards All electrically operated devices provided or required by the Contractor, which would res outside of the computer room environment, must be able to operate using normal, stand. 120VAC 15 ampere, grounded circuits. Appropriately sized uninterruptible power supply (UF units will need to be specified for such gear wherever they would be needed for critical, ni interruptible service. For all major equipment such as servers, server consoles, disk arrays, tz units, network hardware, etc., which will be located inside the computer room environment, er which will need unusual or special power connections such as high -amperage 120VAC, 208Vf 230VAC, etc., these power requirements will need to be specified in the quote. Ad uninterruptible power supply units capable of operating server(s) plus all other related equipmi for a minimum of 10 minutes, to cover generator startup delays, should also be specified in 1 quote. 3.7 Grounding The Contractor shall famish and install the required grounding and bonding conductors and n connections to Town furnished grounding systems at the Communications Center (330 14.1; 0960 48.193S), the Tower site (33" 13.993N, 096' 47.606S) and the Fire Department 13.989N, 096° 46.9121 S). Bonding conductors shall be used to bond together the various pi( of equipment, conduit, trays, etc, Ground conductors shall be run as straight as possible with a minimum of bends (no 90-del bends permitted). All electronic equipment shall be connected to the power and control line surge protection dev specified in this document. All hardware and peripheral devices shall be mechanically and electrically grounded to pre, both user hazard and loss of data or hardware integrity due to external electrical impulse. Contractor shall demonstrate knowledge of local storm and lightning phenomena, and show methods of protection in selection of local data transmission mode (i.e., shielded cable, 1 optics, etc). Equipment installed by the Contractor shall be grounded as specifies ANSIMA/EIA-607. 3.8 Site Clean Up Requirements The Contractor will be required to perform clean up tasks at the end of each workday at each where equipment is being installed. The condition of each site will, at the end of each day, restored as nearly as possible to its original condition. Items that must be left for the next d, work will be stored so that they will not impair normal operations. 3.9 Responsibility for Contractor Equipment Contractors will assume complete responsibility for all tools, test equipment, or other items are the property of the Contractor and are being used during equipment installation. The M will not be responsible for lost or damaged items that the Contractor may leave at work sites their own convenience. 3.10 Protection of Work and Property The Contractor shall continuously maintain adequate protection of all work from damage, shall protect the Town and/or any other property from injury or loss arising in connection with contract. He shall adequately protect adjacent property as provided by law and the contract. The Contractor shall provide and maintain all passageways, public areas, guard fences, and other facilities for protection required by public authority and local conditions. requirement applies only to site(s) that are controlled by the Contractor. The Contractor shall, without extra charge, erect, maintain, and finally remove strong and suita barriers, and, during the night time, such lights as will prevent any accident or harm to life, limb The Contractor shall, at his own expense, protect, restore, and make good, as may be necess all buildings, foundations, and fences injured in the progress of the work. The Contractor s protect all private and corporate property, such as gas mains, telephone lines, telephone telegraph poles, conduits, etc., interfering with the work, notifying the several owners of the H to be done, and arranging for the future disposition of their property. 3.11 Electrical Protection Power source noise and surge protection, and UPS devices for all fixed computer communications equipment shall be provided by the Contractor and should be included in quote. 3.12 Installed Equipment Appearance To the greatest extent possible, all equipment inter -cabling and/or cable / wiring bundles shall neatly secured by means of plastic be wraps, secured by surface -mounted damps, and hide from view where possible. 3.13 Equipment Location The Contractor shall coordinate with the Town for the placement of all equipment and cab provided under this project. Wherever applicable, the maximum and most efficient use of vert space or existing racks is sought for all rack -mounted equipment. Each item being offered s include a preferred location for installation. 3.14 Transmission Line Antenna transmission line shall be low loss, low -density foam dielectric coaxial cable. Cable sl be Installed in accordance with manufacturer's recommendations using appropriately si; transmission cable, minimizing cable length and bend radius in accordance with recommenc practices, Any transmission line runs through plenums or fire stairs shall be Teflon -coated and shall m applicable fire codes. 3.15 Lightning Protection Provision The Contractor shall provide lightning protection for any Contractor -provided base site anter systems. 3.16 Radio Tower and Structure Requirements Compliance The Contractor shall be responsible for selecting and providing antenna systems that meet 1 structural requirements of the building, tower or other structure on which they are to be mount, Contractors are required to perform, or contract to have performed, a structural analysis of er structure where mounting of the antenna or antennas may exceed the design limits of 1 Mn I^h era 'i'k&% M Sto nevi imes #ia .le-e of imam ev.eneA I1#41n4 aril M+n ee►4t Brno 3.17 Ancillary Mounting Hardware Contractors are required to provide all necessary racks, tables, stands, or other required moue facilities for the proposed systems, consoles, communications, andlor network equips consistent with their proposed configuration(s). 4. PROJECT REQUIREMENTS 4.1 P25 Voice System The Contactor shall provide and install a trunked IP based 800MHz P25 Land Mobile Rs System to provide users with adequate functions, coverage, capacity and interoperability to n public safety communications requirements as defined by APCO P25 standards. infrastructure will be scaled to accommodate the initial users anticipated on the system, growth potential that is not limited by the system architecture and technologies deployed. This includes the base station equipment and antenna system at the tower site. There will be antennas installed at the site (one primary and one backup).The new voice system shall compatible with P25 mobile and handheld radios that the Town currently uses. The remain non-P25 compatible radios will be replaced as a result of this voice system implementation to compatible radios. Reprogramming of all radios to the new system by the Contractor shall included. Additionally, since only two 800MHz channels are available for use, both are required to supi voice communication. Requiring one of the available channels to be a dedicated control channi not acceptable. The antenna shall include the transmission lines, lightning protection devices, grounding syste+ connectors, duplexers, pre -amplifiers, and any necessary electromagnetic interference shiek or filtering equipment. 4.2 Data System The Contactor shall provide and install an IP based high speed data system (>400 Kbps) purposes of transferring files, maps, images and pre -plans to and from the field. The data syst must be a proven and established solution that is operational and fully accepted in situ configurations. The infrastructure must also provide for expansion of additional users increased functionality. This includes the base station equipment and antenna system at the tower site. There will be t antennas installed at the site (one primary and one backup).The antenna shall include transmission lines, lightning protection devices, grounding systems, connectors, duplexers, I: amplifiers, and any necessary electromagnetic interference shielding or filtering equipment. 4.3 Microwave Sackhaul The Contactor shall provide and install two point to point (towerdispatch center and fire statior dispatch center) microwave backhaul solution to provide communication for both voice and d traffic. 4.4 Dispatch Consoles The Contractor shall provide and install two disoatch consoles at the dispatch center for 1 a Operator control unit with select audio and unselect audio speakers a Operator position personal computer, as required ® Keyboard and mouse and all associated hardware and cabling Footswitch Gooseneck Microphone - Desktop ® Headset Jack/Telephone / Radio Headset Interface ® Operator manuals - quantity four (4) ® Program ming/Maintenance manual(s) - quantity two (2) 4.5 Voice Logging The Contractor shall provide and install a mission critical voice logging system to record all vc radio and telephone transmissions at the dispatch center. 4.6 Fire Alerting The Contractor shall provide the ability for the dispatcher to activate the Comtech 10 Fire Sta Integrated Alerting System that is in use by the Town, 4.7 Fire Paging The Contractor shall provide the ability for the dispatcher to activate individual or group pagers the commercial system in use by the Town. The operational procedures currently in -use for capability is defined as follows and shall, at a minimum, be replicated. The Department contrec with a commercial paging company to provide alpha numeric paging services for the Departmi Each member of the department is issued a Motorola Advisor pager to allow individ communication between Department members, In addition to routine communications, e� emergency call is also sent to every member's pager by the current computer aided dispa (CAD) system via a common cap code that is programmed in each member's pager. The nat of the call, address, and assigned apparatus are included in each emergency call page. Wh possible the capability shall be enhanced to include, but not limited to, the ability to send I messages to cellular phones. 4.8 Storm Siren Control The Contractor shall provide the ability for the dispatcher to activate the 5 storm sirens in Town. The storm sirens in use are American Signal Tempest T-128 Rotational Sirens Model c and are controlled by Compulert Software Version 6.00. 4.8.1.1 Tower Emergency Backup Power System The Contractor shall provide emergency generator backup power generation at the tower site order to keep the voice, data. and microwave backhaul systems operational during pov The backup power system shall automatically supply power to Contractor site equipment in event of primary (120 VAC) power failure for a period of not less than 24 hours. There will N delay in service in the event that the backup power system Is engaged. 4.9 Mobile Data Computers The Contractor shall provide and install rugged 3-piece mobile data computers in 9 vehicles. The 3-piece computer shall consist of the computer, keyboard, and display. 4.10 Data Modems Each vehicle equipped with a data modem shall support the use of laptop computers ; modular mobile computers. The data shall provide the interface between the mobile c computers running the mobile applications and the wireless network. Data moderns shall addressable by individual addresses, group addresses (e.g., department, precinct, zone, el and any all call addresses. Data modems shall have a minimum radio protocol transmit/rec( speed of 400Kbps. Speeds greater than 400Kbps are desired. The Contractor shall provide and install data modems in 9 police vehicles. This shall indi antennas, cabling, and all ancillary mounting hardware. 4.11 Digital Video Recorders The Contractor shall provide and install digital video recorders in 8 police vehicles. The dic video recorder (DVR) shall consist of the front facing camera, recorder unit, wireless vc recorder, and backseat camera. 4.12 Digital Video Server The Contractor shall provide and install a properly sized digital video server system to support vehicles equipped with DVR systems. The system shall include wireless data transfer of vic data upon the vehicle coming within range of a dedicated wireless transfer hot spot. 5. SYSTEM VERIFICATION REQUiREMENTS The Town requires the voice system to be designed, to operate, and perform to mission cr standards as defined in APCO P25 standards and the data system, while not mission critic perform to the high standards for an online information support system. The Contractor provide a system that meets the operational, performance, and reliability requirements of SOW to the satisfaction of the Town. The Contractor is responsible, with the coordination a Town, for providing test verification data to substantiate that the deployed system meets requirements defined in this SOW. 5.1 Successful Operation or Failure Successful operation is defined as the absence of any major failure of equipment or softwan equipment or software function, which results in the disabling of a major equipment item, resu in the inability of the overall System to perform as specified. Minor failures, such as operati problems and adjustments normally encountered during implementation of a new System, not constitute a failure in achieving successful operation. 5.2 System Acceptance and Performance Period The System shall be accepted by the Town upon successful completion of an Acceptance Plan, and the following general acceptance criteria: ® The equipment shall be individually tested, and a performance verification report shall be completed for each major equipment category. This shall accomplished during a period of time not to exceed 14 calendar days a equipment or software delivery, installation, and optimization. A test period of 30 consecutive calendar days of successful operation a installation and performance verification shall constitute a successful performa period. Any major failure as defined in 5.1 within the 30 day reliability period restart the reliability period on the day the failure is resolved. During the 30-day reliability test period, the Town shall utilize the System for intended purpose (in-service use) to test all operational modes and equipm configurations, to ensure that all operational modes function properly and that System "bugs" have been corrected. The use of the System during I performance test period shall not be interpreted as "acceptance" by the Town. During the reliability test period, the Contractor shall provide replacement pa materials, and qualified personnel to service the failed equipment at the sites work within six working hours after notification of a major equipment failure reported to the Contractor's service facility. The Contractor shall have suffix personnel and parts available to maintain the equipment so that the equipment c be repaired within eight hours after notification of equipment failure. This provis shall apply on a working -hour basis of 24 hours per day, seven days per wE (including holidays). 5.3 System Verification Test Equipment It shall be the responsibility of the Contractor to provide mobile and fixed end test equipment software necessary to conduct the communications reliability tests. The test equipment software shall employ the following features. A. Track via an electronic log file the date, time, test location, mobile unit, success or failure for each test point. B. Employ the identical radio / modem being delivered. C. Employ the identical mobile and base station antenna systems being delivered D. Be installed by the Contractor in representative Town vehicles provided by Town. Test equipment used for the test may make use of Town purchased mobile equipment. 5.4 Vehicle Acceptance Test The Contractor shall perform a vehicle acceptance test at the completion of each veh installation. The Town shall witness the pre -install and post -install equipment check. 5.5 Functional Acceptance Test The functional acceptance test will be conducted by the Contractor to verify that the sysi installed provides the expected functional capabilities in accordance with this SOW. Should ; failures as defined in 5.1 be identified during the test, the Contractor will have 7 calendar day: correct the deficiencies, after which a retest may be scheduled. The Town, at their sole discaret may require a retest of the failed functions, or may elect to require the Contractor to conduc complete retest. 5.6 Network Throughput Test The Contractor must conduct and pass system throughput performance tests for the syst( These tests will verify that the installed subsystems will meet the expected throughput capab and provide the expected operational speed and growth potential. Wireless network performai will be measured independently of any host system delays. Should any failures be identified during the test, the Contractor will have a 7 calendar days correct the deficiencies, after which a retest may be scheduled. The Town, at their discreti may require a retest of the failed functions or may elect to require a complete retest. This proo will continue until all functions have passed or the system fails to provide the throughput requi by the Town. System throughput testing will, last for a minimum of one hour and involve sufficient transaction: validate the capabilities of the system. 6.7 RF Coverage Verification Test The Contractor shall verify the coverage area is as predicted in the coverage service predictions. Should coverage testing fail to meet the specified requirements, the Contractor will hav reasonable opportunity to correct the deficiencies, after which a retest may be scheduled. Town, at their discretion, may require a retest of the failed sections or may elect to requii complete retest. This process will continue until the coverage requirement has been met. Coverage testing shall be performed in one of two ways as required below. Vehicles may stationary or moving in either case. A, Manually at points within selected grids within the guaranteed relic communications area. At each test point the test operator shall attempt demonstrate successful communications. All radio communications reliability test points shall be referenced by 1/2-mile 1/2-mile grid block numbers within the Town, taken from a grid index system of to -date Town maps, When more than one test point exists within a grid bI number, street intersections or other geographic landmarks or coordinates shall used to reference the test points. In order to obtain statistical precision, at least ; test points throughout the area shall be tested. S. Automatically along streets, highways, and parking areas within the guarantE reliable communications area. As the driver traverses through the guarantE reliable communications area, automated test equipment transmits and receP messages as defined in this SOW and accumulates test statistics and notes t point location and success or failure by coordinates. At least one test point measurement shall be taken In each of the grids that indicated to be within the coverage area in accordance with the model propagat map provided by the Contractor. Grids that are un-testable due to physical accE constraints shall be mutually agreed upon between the Contractor and the Tot These grids will be excluded from any coverage calculations. In all cases, number of test points shall be distributed in relative proportion throughout coverage area. Areas that are identified as having less than that the specified coverage reliability as defir above but are deemed to provide lower but usable coverage reliability shall be tested at discretion of the Town with such redefinition of successful transmission as may be agreed by Town and the Contractor. 5.8 System Wide Acceptance Test Support The Town will conduct a 3Q-day reliability test to ensure the system meets the reliabi requirements defined in this SOW. The Contactor shall provide appropriate on -site integrat Any corrective redesign necessary to mee Contractor, and shall be accomplished witi defined in 5.1 during any part of the test, restarted completely. if retesting is restarted, is resolved. reliability requirements is the responsibility of out cost to the Town. In the event of a failure at the sole discretion of the Town, testing may the reliability period will restart on the day the fai 6, TRAINING REQUIREMENTS All training will take place within the Town. In no case wiil ad -hoc or demonstration -only train be considered adequate to fulfill the training requirement for any operational level position training courses shall be scheduled and approved by the Town. All training will be performed using document -based training materials. Such documentation, minimum, will include hardware user manuals, software operational texts, and tutorial examr Since the Town intends to conduct all subsequent line -level training intemally, it shall necessary for the Contractor to grant the Town permission to reproduce any and all trail materials for purposes of training the Town personnel. To the extent possible, all such trair materials should be made available to the Town in camera-ready form, and, where possible electronic format. 6.1 System Administrator Training Training on all system functions will be provided by the Contractor prior to commencement of reliability test period. The system administrator training should provide Town support personnel with the expertisF effectively manage and support the system. Topics to be covered include corfigurat. administration and support of the system. Training topics should include at least: A. Accessing the System's databases to create new reports B. Application tuning C. Creating, storing, and running ad -hoc reports D. Interface maintenance procedures E. Maintaining system files, tables, and parameters F. Modifying and testing new system features G. Troubleshooting and correcting typical system problems H. Troubleshooting and correcting system hardware issues/problems 1. Troubleshooting and correcting system database problems J. Tuning system database K. User and security maintenance (adding users, setting user privileges, passwon etc.) 6.2 System Support Training Town personnel must be trained on how to execute routine maintenance and support tasks for I system. Topics should include: A. Backup of system files E. Scheduled hardware preventative maintenance procedures F. Scheduled system maintenance procedures G. Disaster Recovery 6.3 Vehicle Installaflon Training Town personnel must be trained on how to execute routine maintenance and support tasks for mobile environment. Topics should include: A. Configuration and Setup B. Verification that operation is correct C, Troubleshooting and correcting typical system problems D. Troubleshooting and correcting system hardware issues/problems 6.4 Training Standards 6.4.1 Training Personnel The Contractor instruction personnel shall be fully qualified, trained and possessing experience on the actual system and associated computer hardware implemented. 6.4.2 Instructional Materials The Contractor shall provide all instructional materials and equipment necessary to perform training. Training material utilized shall be of the same version and include all customizations, configurations included in the proposed systems for the Town. 6.4.3 Training Systems The training shall utilize actual system and associated equipment implemented within the Towr 6.4.4 Cooperative Training Effort The Town expects to actively participate in the required training for the proposed sysl implementation. The Contractor should provide an appropriate number of instruction persor based on the premise that the Town will assist Contractor's trainers as much as necessary increase training efficiency and to reduce training costs. The Town will provide acceptable classroom space for training sessions. The Contractor provide any and all instructional materials, media presentation devices, presentation media, course instructors. 7. DOCUMENTATION/MAINTENANCE TECHNICAL INFORMATION The Contractor shall provide an electronic copy and two complete printed sets of maintens manuals and technical documentation. These manuals and documentation shall include all circuits, connections, and modificatii including wiring pertaining to all equipment, and the interface supplied. The manuals, sup drawings, wiring diagrams, point4o-point wiring diagrams with color coding, and applicable cii schematics shall be precisely and finely detailed and shall contain a complete and accu replacement parts list. Each manual shall also contain a complete logic block plan chart ar logic print of all Interconnected states, special panels with associated wiring, and all applicable points. The logic prints and charts shall accurately portray directional continuity of signal paths, ke, paths, and interconnection of individual modules and adapters, including pertinent variations fi the manufacturer's "standard" product. The logic prints and charts must be organized and dry with swift and efficient troubleshooting foremost in mind. All superfluous sections not pertainin maintenance or opemtlon of this equipment must be deleted from the maintenance man Loose wire ends, unused terminals, or 'tied back" wire ends shall also be designated. All software provided shall be accompanied by technical documentation to include, but necessarily limited to, program descriptions, data flow diagrams, file structures, data dictionar user manuals, training guides, language references, and screen forms. As updates to software are installed, the updated documentation must also be received. 7.1 Instruction Manuals The Contractor shall deliver three sets of instruction manuals sufficient to permit duty quald service technicians to operate and maintain the fixed infrastructure equipment purchased install, operate, and maintain the mobile equipment purchased. The manuals shall reflect equipment as designed, built, and installed. 8. WARRANTY AND MAINTENANCE 8.1 Warranty of Hardware and Equipment The duration of the warranty period shall be one-year parts for all hardware, equipment, and la The warranty period shall begin upon formal acceptance of the system. The Contractor s warrant and guarantee further that the equipment furnished hereunder is of good workman; and materials, and that the same is properly designed, operable, and equipped for the use by Town and is in strict conformity with the detailed requirements. 8.2 Warranty for Contractor Furnished Software The Contractor shall warrant that all Contractor famished software is fully operational, effici+ and free from defect. The Contractor will be responsible for correcting all malfunctioning sofM in a timely manner (response for major system malfunctions within two hours and to minor sysl malfunctions within eight hours), at no additional cost to the Town, for the life of the system, long as a maintenance agreement is in force. 8.3 Software Updates When software updates or enhancements become available, the Contractor shall notify the Tc of such availability as soon as possible following the manufacture's release announcement. 1 Town shall then have the opportunity to request installation of the new software, which shall Installed by the Contractor at negotiated prices, However, when such software releases intended by the manufacturer as generic version updates to correct reproducible and/or recur defects (software bugs), these releases shall be automatically installed by the Contractor ul prior approval by the Town without charge to the Town. Software updates for this System shall supplied for a period of three years upon formal acceptance of the system, or so long as the Te continues to operate this System, whichever occurs first. The Contractor will provide the Towr least a 80 day notice of software updates or enhancements. Windows, or other standard commercially available software utilized, will be maintained by Town. 8.4 Maintenance during the Warranty Period During the warranty period, the Contractor will respond to all repair calls or notices of syst malfunction at no additional cost to the Town. Warranty service shall be on a 24-hour per d 365-day per year basis. The Contractor will have qualified technicians available to respond major system malfunctions within eight hours and to minor system malfunctions within forty eii hours during the warranty period. A major system malfunction is defined as one in which 1 entire system is out of service or in which system functionality is degraded to the point that I system is not substantially providing the level of usage required. A minor system malfunctior defined as one in which some system features are inoperative, not rendering the entire systi unusable or significantly degraded. The Contractor shall perform preventive maintenance on t system on a quarterly basis during the warranty period. $1,239,000 20 % Contract Signing $247,800 30% Completion of Installations $371,700 20% Completion of Acceptance testing $247,800 15% Completion of Training $185,850 15% Completion of Reliability Period $185,850 $1,239,000