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REVISEDCITY COUNC ILRESOLUTIONo.- 7 8 3 3 5 G.M.S.

A resolution authorizing the City Man ager to execute the Settlement and Release andAgreement to Amend The Ex isting Agreement with Motorola Inc. For Modifications to theOakland Police and Fire Departments Com puter Aided Dispatch Sy stem and RelatedSystems.

WHEREAS on December 17 2002, the City and Motorola entered into an AmendedSpecialized S ervices Agreement under which M otorola w as to provide the City a fully integratedpublic safety system; andWHEREAS the integrated public safety system comprised of a computer aided dispatch (CAD),records managem ent system, jail managem ent system, mobile data comm unication and fieldbased reporting and a digital justice system for use by the Oakland Police Department ( O P D )and the Oakland Fire Department (OFD).WHEREAS Motorola was unable to meet certain technical requirements and time periods in theAm ended Specialized Services Agreement; andWHEREAS the time period to com plete this project is necessary to m eet grant provision; andWHEREAS Motorola has proposed a plan by which the time period can be met or Motorolawill credit the City for all funds lost due to the expiration of the grant due to Motorolasperformance; andWHEREAS in consideration of the modification to the agreement, Motorola will credit the City51,000 for lost functionality; andWHEREAS the City will receive additional credit of 1,295,545 including maintenance credits,for the deletion of the D igital Justice S ubsystem ; andWHEREAS the City will also be credited up to 686,046 for those cost associated with thedelay of the Acceptance of the Police and Fire Com puter Aided dispatch system; andWHEREAS the City finds that the amendments to this agreement is acceptable plan to resolvethese time and functionality issues; and

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WHEREAS the City and Motorola dispute whether Motorola is in default under the contractand wish to settle their dispute and release each other from all claims either could bring againstthe other related to M otorolas performance to date; therefore be itRESOLVED: that the City Manager or hisher designee to negotiate and execute an amendedAgreement with Motorola Inc. to provide a public safety system (System) comprised of acomputer aided dispatch (CAD), records management system, jail management system, mobiledata communication and field based reporting for use by the Oakland Police Department(OPD) and the Oakland Fire Department (OFD ).FURTHER RESOLVED: That the City Manager or hisher designee is hereby authorized totake whatever action is necessary with respect to submissions to the Department of Justice forthe full utilization of the grant in support of the project, and to approve any subsequen tamendments to or extensions of said agreement except those involving compensation, theallocation of additional funds, or of the settlement or disposition of any future contract disputes,provided that a ny such amendm ents or extensions shall be filed with the City Clerks Office; andbe itFURTHER RESOLVED: That the contract shall be reviewed and approved by the CityAttorneys O ffice for form and legality prior to execution, and a co py shall be placed on file withthe City Clerk.

> mN COUN CIL, OAKLA ND, CALIFORNIA, FEB 3 2 4PASSED BY THE FOLLOWING VOTE:

ABSENT-.&ABSTENTION-&

City Cl& and Clerk of the Council ofthe City of Oakland, California

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Exhibi t TI j b ; j 3 H 10: 59SETTLEMENT AND RELEA SE AAGREEMENT TO FURTHER AMENDTHE AMENDED SPECIALIZED SERVICES AGREEMENT

Th is Set t lemen t and Agreement to Further Am end th e AmendedSpecial ized Serv ices Agreement ( S et t leme nt and Am endm ent ) is made andentered in to as of 2004, b y and be tw een Motoro la , Inc., ac o rp o ra ti o n ( M o t o ro l a ) a n d t h e z y o f Oa kla nd ( C i t y ) .RECITALS

WHEREAS, o n December 17, 2002, the Ci ty and M otoro la entered in to anAme nded Special ized Serv ices Agreement under wh ich Moto ro la was to p rov idethe C i t y a fu l l y in tegra ted pub l ic sa fe ty sys tem ( Sys tem ) compr ised o f acom puter a ided d ispatch (CAD), records management system, ja i l managementsystem, mobi le data com mu nicat ion and f ie ld based repor t ing and a d ig ita ljus t ice sys tem fo r use b y the Oak land Po lice Depar tment ( OPD ) and theOakland Fire Depa rtment ( OFD );

WHEREAS, the C i t y con tends tha t M otoro la d id no t mee t the con t rac trequi rements fo r CA D and th a t th e C i t y became aw are dur ing d iscuss ionsbetw een the par ties regard ing the C AD m at te r tha t M otoro la was unab le to m eetcer ta in other techn ica l requirements in the Am ende d Specia lized Serv icesAgreeme nt wh ic h a f fec ted the o ther Subsys tems; andWHEREAS, the C i t y con tends tha t Mo toro la has de fau lted under theAm ende d Specia l ized Serv ices Agre em ent and that it has jus t cause a t th is p o in tto termin ate tha t Agreement by reason of Motoro la 's defaul t; an dWHEREAS, Mo toro la d isagrees w i th t he C i ty 's co ntent ions and d isputestha t i t has defau l ted under the cont ract ; and

WHEREAS, throu gh discussions b etw ee n them, th e part ies have agreedupo n a fur ther am endm ent to t he Amended Special ized Serv ices Agreement'stechnica l requirements w hic h is set for th b elow and in Exhib its T-I t h rough T-5at tached hereto and incorporated here in by th is reference, b y wh ich thei r mu tualobject ive of successfu lly com plet ing th e Sy stem m ay be accomplished;Settlemmt and Release Agreementii2~izaa4Page I of 17 Item: 5 25City CouncilFebruary 3 2004

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NOW, THEREFORE, in considerat ion of th e foregoing reci ta ls and for othergood and valuable considerat ion, the receipt and suff iciency of w hic h is herebyacknowledged, t he part ies do hereby ackno wledge and expressly agree asfo l l ows:

Change in PriceDJS CreditLRMS Credit

I. Terms and Condi t ions

Amount$799,640$ 5 1,000

A . Financial Considerations

UDT/DSS Added Funct ional i tyTotal Year One CreditMobi le data coverage studyMaintenance Cred i t DJSDeletion

1. Cred its to the C i ty :

( $ 3 6 ,5 0 0 )$ 8 14 ,1 4 0( 14,800)$ 4 9 6 , 2 0 5

The Ci ty w i l l receive a to ta l o f $1,295,545 in cred it s t o thecontract pr ice with $799,340 of these occurr ing in year one and th e remaining$496,205 avai lable as reduct ions in maintenance costs o $99,241 per year forf ive years maintenance, as set fort h in th e fo l low ing table:

Total Project Credit 1,295,545

These credi ts are available for appl icat ion to th e CA D or other Subsystemsand can be applied as a reduction in th e contrac ted value and annualmain tenance costs for tha t Subsystem.Moto ro la w i l l i ncrease the CMS bed li cense coun t f ro m 2 5 4 to 31 9 at nocharge to th e C i ty.

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2. Payment Term Revisions:The C i ty will not be requ ired to mak e any fur ther paym ents underthe c ont ract u nt i l the CA D Subsys tem has ach ieved Condi tional Acceptanceunder the Test ing and Acceptance provis ions o f the A mended Specia lizedServices Agreement.Upon Condi tiona l Accep tance o f CA D 6.7 and associa tedinterfaces, payments will rever t back to those se t fo r th in the amended Exhibi t Bof the Amended Special ized Services Agreement.

3 Cost Reimbursements:Motoro la agrees to cred i t the C i ty for cer ta in costs, expenses and

grant fu nd losses associated with th is Set t lement and Amendm ent Agreement asfo l l ows:(a) Operat ing Costs:

Motoro la agrees to re imburse the C i ty v ia cred i ts t o the cont ract forcertain expenses it has or ma y incur as a resul t of the revised t imel ine. Thecategories for expenses ident i f ied by th e C i ty are set fo rth in th e categoriesbe lo w. The Ci ty agrees to provide Motoro la with wri t ten documentat ion o fpaym ent o f actua l costs incurred as par t o f the re imbursement process. The Ci tyfur ther agrees to min imize i ts expenses t o th e e xten t reasonably possible.Cred i ts for the am ounts set for th here in sha ll be in lieu o f the $7 5,0 00 inaccrued, l iquidated damages th e Ci ty has assessed against M otorola for no tdeploying P ol ice CAD as required under the Am ended Special ized ServicesAgreement. The to ta l re imbursement amount for documented actua l expenseswill no t exceed the sum o f $686,046, except in the event M otoro la does notach ieve Condit iona l Acceptance o f C AD b y September 20, 20 04 , M otoro la wi l lcon t inue to reimburse the mo n th ly cos t up t o $68,046 of documented expensesfor each m on th or increment thereof the pro ject is de layed unt i l the CAD systemis operational.

Agreed u pon expense categories:OFD Ex isting Lease LinesOFD N ew Lease LinesOvert ime chargesOFD & OPD Netw ork Equipment Main tenanceOPD & OFD CAD Refresher Training Item: 5 - 2 5City CounciFebruary 3,2004

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Pro Q&A Re-Tra in ing CostsMo nth ly Ma in tenance Cos ts fo r the ex is t ing Computer Sys tem s

(b) oss of COPSMORE Grant Funds:Motoro la agrees to c red i t t h e C i t y fo r docume ntedouts tand ing amo unts it is unable to receive f rom the grant ing autho r i ty fori t s COPSMORE gran t fo r fu tu re pa ymen t mi lestones wh ere the loss o f t hegrant fund s is th e resul t of t he exp i ra t ion o f the g ran t be fo re Motoro lacomple tes Cond i tiona l Acceptance o f the Sys tem . Motoro la w i l l no t havean ob liga tion to th e C i t y i f t he l o s s of g ran t funds is due t o delay causedby the C i t y o r a change in government po l icy tha t p revents g ran t fund ingor for reasons beyon d Motoro la s con t ro l .

The C i ty agrees to use reasonable ef for ts to prevent a l o ss of grantfunds and, whe re poss ib le , t ake ac t ion to a t tem pt to ex tend the g rantexpiration date, prov ide in format ion to th e grant ing autho r i ty or ass is t ino ther reasonab le wa ys . Motoro la agrees t o coopera te w i th the C i t y and toprovide resources to th e C i t y to ass is t t h is e f fo r t .The C i t y agrees to coopera te with Mot o r o la in developing theoveral l project schedule so t ha t Mo toro la can m ax imize i t s abi li ty t ocom plete the por t ion s of the p ro ject tha t are subject to grant funding asearly as possible.

It. Accep t ance Te r msThe Par ties agree tha t f ina l acceptance o f the changes conta ined in th isSet t lement and Am end me nt and Exh ib it s T - I t o T-5 is cond it iona l upon DOJsapprova l o f t he C i t y o f Oak land s reques t fo r a B udget Mod i f i ca t ion to th isCOPSMORE grant no la ter than s ix w eeks f r om t he Par t ies exe cut ion of th isSet t lem ent and Release. I f DOJ does no t approve Oaklands request for abudget mod i fi ca tion , th is Se t t lement and Am endm ent and Exh ib i ts T - I t o T -5shal l be deemed nu l l and void, and the prov is ions o f th e Am end ed Specia lized

Services Agreement shal l apply.The Par t ies fur ther agree that th e Ci ty shal l resc ind i ts Ent ry of Defaul tlet ter (November 3, 2003 , as we ll as any related n ot ice s or correspondence,upon the ir execu t ion in fu l l o f t h is Se t t leme nt and Am endm ent Agreement.

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The fol l ow in g Cr itical Path Milestones shal l apply and, as to each,Motoro la 's fa ilure to mee t any of these m i lestones due to reasons w i th inMo torola's reasonable contro l shall be deeme d a mater ial breach of i tsobl igat ions under th e Ame nded Specia l ized Serv ices Agreement as to w hich theprov is ions of Sect ion 2 4 thereof (Defaul t and Terminat ion) shall apply :

A . Motoro la 's developm ent of and submit ta l to th e Ci ty , w i th in f ive (5 )days f rom the execu t ion in fu l l o f t h is Se t t lement and Am endment,of a detai led Project Management Plan. . The Pro ject ManagementPlan wil l include a Detai led Project Schedule, A n O rganizat ion Chartw hic h assigns the p art ies' Roles and Responsibil it ies, t he l ines ofcomm unica t ions be tw een the part ies , se ts the Pro jec t Meet ingsSchedule, sets th e schedule fo r Project Progress Reports,establishes th e n ew, rev ised P ayment S chedule (Exhib i t B andestablishes th e da te for th e par t ies ' jo in t rev iew of and agreementupon al l changes in the Amended Special ized Services Agreementinc luding the S tatemen ts of Wo rk, A cceptanc e Test Plans andFunc t ional Specif icat ions Design or Descr ipt ion, as appropriate,wh ich m us t be made to re f lec t t he amendm ents to the con t ractwh ich th e par t ies have agreed to hereunder.The deve lopment o f and submi t ta l t o the C i t y o f t h e Func tiona lSpeci f ications Design for the V is ionTek m obi le so lut ion. So t ha t t hepar ties ma y make a Go, No-GO decis ion wi th in 30 days o f theexecut ion of th is Set t lement and Amendm ent , M oto ro la shal l submitt he FSD t o t he C i t y no l ate r t han t we n t y one ( 21 days a f te r theexecut ion in fu l l o f th is Set tlement and Amended Agreement . TheCity will no t issue a No-GO decision regard ing the Vis ionTekmobi le so lution unless the solut ion proposed w ou ld fa i l to prov idethe funct ional i ty required in the Amended Special ized ServicesAgreement in some mater ia l respect .Successfu l comp let ion of the CA D (Com puter Aided D ispatch)Acceptance Tes t P lan tes ting fo r the CAD to CA D and AMRInterfaces S ubsystem.The prov is ions of Sect ion 2 4 (Defaul t and Term inat ion) shal l applyto th is S e t tlement and Amendm ent Agreement

8

C.

D.

IV. ReleaseThe P arties agree th a t the C ity shal l rescind i ts Entry of D efault let ter (November3, 2003), and any related not ices or correspondence, upo n their execu t ion in ful lo f th is Set t lement and Amendment Agreement and fur ther that

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the Parties shall each release any and all claims each may have against the otherarising from the events associated with Motorolas performance under the AmendedMaster Services Agreement as to which the Parties are now in dispute.V.disputed claims and does not constitute an admission of liability on the part ofany party hereto, al l liability having been denied, a t all relevant times, and whichcontinues to be denied.

No Admission of Liability. The Settlement and Amendment pertains to

VI.party hereto acknowledges that it has consulted with and had the advice ofcounsel of its own choosing in negotiations for and preparation of thisSettlement and Release Agreement and was fully advised by counsel withrespect to al l rights which are affected by this Settlement and AmendmentAgreement.VII. Reliance Upon Representations. The parties represent that they haveexecuted this Settlement and Amendment in reliance upon information providedby each other.VIII. No Transfer of Claims. The Parties represent and warrant that they havenot heretofore assigned, transferred, hypothecated, subrogated, or purported toassign, transfer, hypothecate, or subrogate, nor will in the future assign,transfer, hypothecate, or subrogate, to any person or enti ty, any claim, cause ofaction or claim, or any portion thereof or interest therein, which is the subjectmatter hereof.

Advice of Counsel. In executing this Settlement and Amendment, each

IX. Authority. The Parties warrant that the individuals executing thisSettlement and Amendment on their respective behalfs has full authority to doso .X.effective only if it is in a writing signed by all Parties to this Agreement.XI.Amendment and the Amended Specialized Services Agreement, the language ofthis Settlement and Amendment will control.

Modification. Any modification of this Settlement and Amendment will be

Conflict. In the event of any inconsistency between this Settlement and

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IN WITNESS WHEREOF, the parties hereto have executed this Settlementand Release as of the date f i rs t above written.

Motorola, Inc.a Delaware corporation

By:Name:Its:

THE CITY OF OAKLAND

ByName:Its

Approved as to form and legality:City Attorney

7

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EXHIBIT T-1COMPUTER AIDED DISPATCH (CAD) FOR POLICE AND FIRE

1. Motorolas ProposalMotorola will provision a CAD Subsystem based on the Interface Standards ofits CAD v.6.7 Software which Motorola will publishso that those who wish to interfacewith the Citys CAD Subsystem platform will have access to those standards.Motorola represents that CAD v.6.7 will pass all fields the Agreement now requiresofthe AMR Interface. In addition Motorola will develop no later than July 24, 2004 theMerge Program that is necessary to re-synchronize the data bases for the SingleCAD architecture after system recovery.Motorola recommends, and the City accepts Motorolas recommendation, thatMotorola substitute a Single CAD Fail-over architecture for the Dual CAD Fail-overthe Agreement currently requires (Exhibit D- I1, see also, Appendix A, UserPerspective for Computer Aided Dispatch Split System Procedure for DR-NetImplementation, September 18,2003, attached hereto).Motorola will develop the Functional Requirements for the Single CAD Fail-over Merge Program the contract requires of the CAD Subsystem no later than June24.2004.

II. CAD Statement of Work ModificationsThe Police and Fire CAD Statements of Work will be supplemented ormodified respectively as appropriate, with the provisions set forth in this SectionII1. Modifications and SupplementsMotorola will deploy CAD Version 6.7 in a Single Box configuration in supportof day-to-day operations and fail-over no later than the date established in theamended Project Management Plan the parties shall agree upon. Motorola willpublish the CAD-to-CAD standard interface it has designed and will utilize in the CADv.6.7 Single Box configuration no later than August 30, 2004.Motorola has specifically designed CAD version 6.7 to support CAD-to-CAD

interfaces by configuring External Routes and Incident Types to support thegeneration of incidents, routing of unit data, and incident updates to externalsystems. The Interconnect server manages all messages between CAD version 6.7and an external system. Interconnect performs all routing instructions, parsing,formatting, and conversions as indicated through its configuration to enable the CADsystems to communicate.Motorolas proposal will result in a Primary Server running Police(OPD) andFire (OFD) CAD located at the City of Oaklands91 1 Communications Center failing

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over to a Secondary Server located at the OFD Dispatch Communications Center(EOC). Motorola will assure that the Split System Fail-Over approach will provide theCity with all fail-over functionality (Normal operations, Fail-over Mode, and NetworkFailure Mode) that the Agreement's Exhibit D-I 1 required of the Dual Boxconfiguration Fail-over Strategy that Motorola's Single Box recommendation willreplace. Motorola will assure that its Single Box configuration provides the ability foreither OPD or OFD to immediately render assistance to the other in the event thateither site must be evacuated or is othetwise rendered unusable.

Motorola will also assure that OPD and OFD will have the ability to split aparttheir respective CAD systems in the event of an Oakland Network failure and that,when the Oakland network is restored, the data from both systems - OPD and OFDwill be merged and the data resynchronized by the Single Box Merge ProgramMotorola will develop.Motorola will additionally assure that its Single Box implementation allows both

OPD and OFD to fully utilize the functions and interoperability of the CAD systemindicated in the Fail-over Comparison matrix, including the ability to control whichcomments are written to each event.

~

FireDept PoliceDeDt.

i

Single Box Configuration Showing Normal OperationSystem Diagram 1 Item: J a 2 5City CouncilFebruary 3 2004

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2. UDT/DSS ServerMotorola will install a second UDT/DSS server at OFD. Motorola will provideservices to install the new server and will re-configure the UDT/DSS server, alreadypurchased under the contract at a cost to the City of$36,500.00.The purpose of this second UDTIDSS server is to provide the City of OaklandFire Department with a dedicated UDT and Decision Support System (DSS) serverthat will also act as backup to the UDT/DSS server at the Police CommunicationsCenter.Motorola will install the Fire UDT/DSS server at the Fire CommunicationsCenter and reconfigure the existing UDT/DSS server at the Police CommunicationsCenter to provide dedicated UDT services and Decision Support System data forPolice and also act as backup to the UDTlDSS server at the City of Oakland FireDepartment. The City of Oakland will be responsible for providing an adequateinstallation and operational environment for the second UDTlDSSin accordance withExhibit F- I, Section 2.8.2 of the Agreement.

Last, Motorola will repeat up to 2 weeks of Fire Operator Training before newgo live date to be agreed between OFD and Motorola. Additionally, Motorola willprovide up to four (4) weeks Police refresher training at no additional cost.3. Modifications to the Acceptance Test PlanThe parties will modify the existing Acceptance Test Plan for the CADSubsystem to add the testing required for the Single CAD Fail-over solution and all

functionality Motorola has stated that the solution provides (see, Fail-overComparison Matrix attached hereto). Further, the parties must develop anAcceptance Test Plan, which will test the CAD to CAD Interfaces and the AMRInterface. The AMR Interface must be tested specifically for the successful passingbetween the Fire and AMR CADSof the following mandatory fields:Local Incident NumberIncident TypeIncident PriorityIncident Sub-priorityIncident Modifying CircumstancesIncident AddressIncident Apartment NumberIncident BuildingCross Street 1Cross Street 2CityIncident LocationCaller NameCaller Location Item: 6 25City CouncilFebruary 3 20040

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Caller AddressCaller Phone NumberCaller/Dispatcher CommentsLocal Terminal IDOrigination Action DescriptionsUnit StatusTime and Date stampDispatchers ID4. Further Modifications to the CAD Statement of Work (to bedeveloped)The parties will develop the Statement of Work specifics for this Single-CADapproach which shall include the following:

DRNet installation and configuration (server and Client)Split System macro installationStaggered go live dates specific to Police CAD and Fire CAD onrelease version 6.7Develop ATP to TEST Fail-Over to DRNet backup CAD server andSplit-System Macro (data only)Test Fail-Over to DRNet backup CAD server and Split-System Macro(data only)Providing at no cost to the Cityof Oakland Two (2) InterconnectServers, one located at Police, one at Fire that will be fully configuredand operational upon the installation of the CAD version 6.7 systems.

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EXHIBIT T-2PREMIER MOBILE DATA COMMUNICATIONS (PMDC) AND FIELD BASEDREPORTING (FBR) FOR POLICE

1 Motorola ProposalIn lieu of its own product, Motorola will, under Section 7 (Subcontractors) ofthe Amended Specialized Services Agreement, provide an alternate to the FBRfunctionality by substituting a third party application for Police Mobile and FBR.Motorola proposes to substitute VisionTeks Police Mobile and FBR solution underthe following conditions: 1) within 30 days of execution of this agreement, Motorolaand its subcontractor, VisionTek, will complete a Functional Specification Design(FSD) to ensure that the VisionTek solution will meet contracted functionality for thePolice Mobile and FBR Subsystem; 2) Although Motorola will involve the City in theFSD work prior to that point, Motorola commits to providing the City the FSD no later

than 21 days after the execution of this Settlement and Agreement to Amend to givethe parties time to make a Go, No-GOdecision by the end of the 30 day period; 3)the parties will make a Go, No-Go decision as to whether Motorola, with itssubcontractor, VisionTek, will be able to provide the contract-required FBRfunctionality in a timely manner, that is, as required by the Modified ProjectManagement Plan (The VisionTek Project Management Plan will be finalizedbetween the City and Motorola within 7 days following a Go decision); 4) the Citywill not issue a No-Go decision regarding the VisionTek mobile solution unless thesolution proposed would fail to provide in some material respect the functionalityrequired in the Amended Specialized Services Agreement. In the event of a Godecision, Motorola, through VisionTek will proceed with deployment of the VisionTekproduct under the terms and conditions of the Amended Specialized ServicesAgreement that pertain now to Motorolas PMDC and FBR product.II. PMDC and FBR Statement o f Work Modifications

1. Modifications and SupplementsVisionTek as Motorolas subcontractor, should be substituted for MotorolaMotorolawill remain the responsible party for VisionTeks performance.2. Critical Path ItemsMotorolas completion of the FSD for the VisionTek product so that the partiescan make their Go-No-Go decision within 30 days of execution of thisSettlement and Amendment.

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EXH IBIT T-3LAW RECORDS MANA GEMENT SYSTEM (LRMS) FOR POLICE

1 Motorola ProposalMotorola will provide LRMS version 5.3 and credit the City $51,000 for the followingfeatures in Exhibit D-2 of the Agreement that are not included in version 5.3:Section 4 requirement 4.9, single money item disposalSection 5 requirement 5.3, items disposal (specifically & partially) per item#Section 5 requirement5.5, Copy/ set up User Profile for SecuritySection 6 requirement 6.2, Prevent property closure (via warning) until property isdispositionedSection 6 requirement 6.3, Auto Track printing of records releaseSection 6, requirement 6.4, Attach scanners docs to PersonnelSection 6, requirement 6.5, Fire arm descriptor fieldsSection 6, requirement 6.25 Ability to secure multiple property roomsllocation anddisposition of property to multiple entities, as defined in Exhibit 3Motorola commits to make commercially reasonable efforts to provide the Section 4.9and 5.3 functionalities listed above within 24 months from execution of thisSettlement and Agreement to Amend at no additional cost under normal warrantyand maintenance.Motorola commits to provide all functionality in Section 1 of Appendix 1 at the time ofdeployment of the LRMS v 5.3 Subsystem.

II. LRMS Statem ent of Work Modi f icat ions1. Modi f icat ions and Supp lementsThe parties agree that the above specified requirements may be considereddeleted from Exhibit D-2. The attached Appendix defines and clarifies the LRMSSubsystem interfaces and will become part of the Statement of Work, DetailedDesign Review and Acceptance Test Plan, as appropriate, that the parties shalldevelop:

Appendix 1 LRMS Clarifications and Omitted Features

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EXHIBIT T-4OFFENDERTRACK C ORRECTIONS MANA GEMENT SYSTEM (CMS)

1. Moto rola Clar i f icat ionMotorola will provide CMS version 6.2 with commissary module at noadditional charge. Motorola will also increase the bed usage count from 254 to 319at no additional charge. Last, for purposes of convenience, Motorola has providedclarifications to Exhibit D-5 based upon CMS version 6.2 as part of this Settlementand Agreement to Amend although they would normally be part of the CMS DetailedDesign Review. The City has reviewed, agrees with and accepts Motorola'sclarifications.

II. CMS Statem ent of Work Modi f ica t ionsThe attached Appendixes define and clarify the CMS Subsystem interfacesand will become part of the Statement of Work, Detailed Design Review andAcceptance Test Plan, as appropriate, that the parties shall develop:

Appendix 1- CMS ClarificationAppendix 2 - ICD for the CABS System version 1.2Appendix 3 ICD for the Corpus System version 1.5Appendix 4 - ICD for the AWS System version 1.I

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EXHIB IT T-5DIGITAL J USTICE SOLUTION (DJS) INTEGRATION FRAMEWORK

1 Motoro la ProposalThe City has decided to delay deployment of DJS at this time. Motorola hasagreed to eliminate DJS from the contract requirements and has offered a credit of$799,640 and an additional credit of $496,205 which will apply to the contracted formaintenance. If in the future the City wishes to purchase a DJS Subsystem, Motorolahas agreed to provide a comparable DJS system release current at that time at thecost of the $799,640.00 credit and annual maintenance increaseof $99,241. Thispricing will remain valid for a period of two years from execution of this Settlementand Amendment. This price is for the hardware, software and licenses associatedwith the DJS Subsystem only. Services are not included and will be quotedaccordingly. Thereafter, Motorola will provide a comparable DJS system release

current at that time at a price not to exceed the best price being offered by Motorolaat that time to comparable customers using comparable systems under substantiallysimilar circumstances.II. DJS Statem ent of Work Modi f icat ions

1. Modi f icat ions and Supp lementsThe DJS subsystem and functionality are eliminated; the revised system diagram isdescribed in the Diagram Drawing below,IPSS System Overv iew

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all Subsystems. Any items that may arise following the establishment of the FinalPunch List will be resolved under the standard warranty and maintenance proceduresas defined within this Agreement. Upon resolution of all items on the Final Punch List,City will issue Seller a Certificate of Acceptance for the System as provided herein.Motorola will be deemed to have met the City's COPSMORE grant funding deadlineof September 30, 2004 if all subsystems are conditionally accepted prior toSeptember 30,2004.

All references to the DJS subsystem maintenance and support, as defined inExhibitK must be deleted in accordance with the process defined in the Settlementand Agreement to Amend.References to DJS components must be deleted from at least the followingExhibits in accordance with the process defined in Exhibit T.

System Diagram and Integration, Exhibit D-7Hardware and Software Specifications, Exhibit D-10Main ATP, Exhibit E- IPolice Integration Use Cases, Exhibit E-7Police Integration Statement of Work, Exhibit F-I1Documentation and Training, Exhibit H

Upon reasonable notice by the City, and subject to commercially reasonablescheduling parameters, Motorola will provide the City with 20 hours of engineeringtime free of charge and another 30 hours of engineering time at a cost to the City of$2,500. Motorola will provide this engineering time at the City's request to assist theCity in its independent efforts to link its LRMS and CMS databases. Other thanproviding this engineering time, which shall be capped at 50 hours as stated above,Motorola assumes no obligations with respect to the City's efforts to link its LRMSand CMS databases, and Motorola makes no representations or warranties regardingthe likelihood of success or feasibility of the City's efforts. Further, Motorola shallhave no liability in the event the City's efforts to link the LRMS and CMS d

Item: S 25City Council