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HomeMy WebLinkAboutAgenda Report - June 15, 2016 C-03TM CITY OF LODI COUNCIL COMMUNICATION AGENDA ITEM c2 .3 AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute a Contract for the Purchase of Five Dispatch Consoles with Motorola, Inc.; Approve and Execute a Seven -Year Maintenance Service Agreement in the Amount of $184,967.83; Approve Debt Financing with Holman Capital Corporation in the Amount of $562,387; Authorizing City Manager and Deputy City Manager to Execute all Necessary Financing Documents; and Appropriating Funds ($562,387) MEETING DATE: PREPARED BY: June 15, 2016 Chief of Police RECOMMENDED ACTION: Adopt resolution authorizing City Manager to execute the purchase of five dispatch consoles; approve and execute a seven-year Maintenance Service Agreement in the Amount of $184,967.83; approve debt financing with Holman Capital Corporation in the amount of $562,387; authorizing City Manager and Deputy City Manager to execute all necessary financing documents; and appropriating funds ($562,387). BACKGROUND INFORMATION: The Lodi Police Department dispatch radio consoles were purchased and installed in the Police Building in 2004. There are five Motorola Centracom Gold Elite radio dispatch consoles. At any given time there are three or four consoles being monitored and used. The radio consoles have been constantly powered on and in use for the last 12 years. Motorola discontinued the Gold Elite consoles in September of 2011 and will end all factory support for the Gold Elite consoles in 2018. The Motorola console software requires Windows XP and Windows Server 2000 operating systems. Microsoft ended factory support for Window XP in 2014 and ended support for Windows Server 2000 in 2014. Finding compatible computer parts and operating systems for these critical systems has presented a challenge. Replacement parts are no longer available from the manufacturer. Information Systems staff have been somewhat successful locating some items through Craigslist and eBay. Most recently the server failed and was replaced by an old server that was slated for e -waste destruction. If the recommended purchase is approved, the Police Department will replace the existing consoles with new Motorola MCC7500 consoles. This purchase will provide Lodi Dispatch with state-of-the-art equipment over the next seven years and will allow dispatchers the ability to utilize other local law enforcement agencies' equipment in case of an emergency. Motorola, Inc. will perform the installation of the equipment and will work directly with Lodi Police Department on implementation. Motorola, Inc. has included a one-year warranty with a post warranty year optional. Additionally, the department has elected to purchase a seven-year maintenance service agreement through Motorola, Inc., which will provide on-site maintenance, services and supplies for the equipment. Motorola. Inc. will waive the first-year fees of the maintenance service agreement. The costs associated with the seven-year maintenance agreement will be included in the General Fund operating budget each year. To pursue a lower cost of financing and to ensure compliance with the City's Debt Management Policy, an RFP for debt financing was issued on April 14, 2016 with a response deadline of April 27, 2016. Six responses were received. Subsequent to receipt of responses, the City learned that the subject financing would not be "bank qualified" under the IRS Code. "Bank qualified" financing provides preferential tax - APPROVED: - 07 Stephen Schwabauer, City anager Adopt resolution authorizing City Manager to execute the purchase of five dispatch consoles; approve and execute a seven-year Maintenance Service Agreement in the Amount of $184,967.83; approve debt financing with Holman Capital Corporation in the amount of $562,387; authorizing City Manager and Deputy City Manager to execute all necessary financing documents; and appropriating funds ($562,387). June 15, 2016 Page 2 treatment of interest to the lender. All responses were made under the assumption that the financing would be 'bank qualified'. The City requested revised responses from the six proposers under a `non-bank qualified' scenario. A review of the subsequent responses in accordance with the City's Debt Management Policy resulted in the selection and recommendation of a seven-year debt financing with Holman Capital Corporation at an interest rate of 2.08 percent. The proposed term minimizes total interest costs while providing a reasonable period of time to repay the debt without adversely affecting City cash reserves. Total estimated annual payments of approximately $86,540 will be paid from AB 1913 Supplemental Law Enforcement Services Fund (SLESF). AB1913 was passed in FY 00/01, which provides a yearly allocation of funds to local law enforcement agencies based on population. The current yearly allotment is slightly over $100,000. All funding must be used to supplement existing services. Documents in substantially final form are attached. FISCAL IMPACT: The purchase price for five consoles is $562,387. Cost for the maintenance service agreement is based on years two through seven. General Fund and AB1913 funding is appropriated in the FY 16/17 budget and all future fiscal year appropriations will be included during the budget process. Total interest over the life of the financing is $43,393.28. Without financing, the City would need to spend General Fund reserves in an amount that would drop fund balance below Council -approved target levels. FUNDING AVAILABLE: AB1913 (21399000.77020) $610,780 over the next seven fiscal years broken down in payments of $86,540 per year and appropriating funds for the purchase of the consoles in the amount of $562,387 in Fiscal Year 16/17. General Fund (10031004.72450) $184,967.83 will need to be included in the budgets over the next seven fiscal years. Maintenance Agreement increases 5% annually as follows: FY 16/17 Waived FY 17/18 $27,308.90 FY 18/19 $28,625.40 FY 19/20 $30,007.73 FY 20/21 $31,459.18 FY 21/22 $32,983.20 FY 22/23 $34,583.42 Jordan Ayers Deputy Ci Manager reA CIF P,r5o' atterson C is of Police Prepared by Paula O'Keefe, Management Analyst LODI POLICE DEPARTMENT NOVEMBER 20, 2015 FIVE POSITION MCC75O0 CONSOLE UPGRADE MOTOROLA The design, technical, pricing, and other information ("Information") furnished with this submission is proprietary information of Motorola Solutions, Inc. ("Motorola") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. Error! Unknown document property name. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2015 Motorola Solutions, Inc. All rights reserved. TABLE OF CONTENTS Cover Letter Section 1 Statement of Work 1-1 1.1 Motorola Responsibilities 1-1 1.2 Lodi Police Department Responsibilities 1-1 Section 2 System Description 2-1 2.1 MCC 7500 Console with K1 Core 2-1 2.1.1 MCC7500 Dispatch Consoles 2-1 2.1.2 Conventional K2 Redundant Core Configuration 2-1 2.1.3 Connection to an ASTRO 25 Radio System 2-3 2.1.4 Spare Equipment (Optional) 2-3 2.2 Solution Overview 2-3 2.2.1 Interoperability Features 2-4 2.2.1.1 CSSI 8000 Interoperable Standard 2-4 2.2.1.2 Mutual Aid 2-9 2.2.1.3 Integration with the ASTRO 25 Network 2-10 2.2.1.4 Advantages of MCC 7500 vs. Other Consoles 2-11 2.2.1.5 Conventional Base Station Interfaces 2-11 2.2.2 Console Operations 2-12 2.2.2.1 Dispatch Interface 2-12 2.2.2.2 Standard Radio Transmission and Reception 2-13 2.2.2.3 Dispatch Audio Experience 2-14 2.2.2.4 Emergency Radio Transmission and Reception 2-16 2.2.2.5 Radio Patch Control 2-17 2.2.2.6 CaII Management and Control 2-18 2.2.3 Console Logging 2-19 2.2.4 Console Configuration and Management 2-21 2.3 Component Descriptions 2-21 2.3.1 GCP 8000 Conventional Site Controller 2-21 2.3.2 GGM 8000 Core Gateway 2-21 2.3.3 GGM 8000 -based Conventional Channel Gateway 2-21 2.3.4 Configuration Manager 2-22 2.3.5 MCC 7500 Dispatch Console 2-22 2.3.5.1 Operator Position Components 2-23 Section 3 Acceptance Test Plan 3-1 3.1.1 Instant Recall Recorder (IRR) Operation 3-1 3.1.2 Channel Marker - Conventional 3-2 3.1.3 Frequency Selectable Conventional Resource 3-3 3.1.4 Console Priority 3-4 3.1.5 CaII Alert Page - Conventional 3-5 3.1.6 Patch Operation - Conventional 3-6 Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents i 3.1.7 Multi -Select Operation 3-7 3.1.8 Alert Tones - Conventional Channel 3-8 3.1.9 Acoustic Crossmute - Conventional 3-9 3.1.10 Activity Log - Conventional 3-10 3.1.11 ID Stacking 3-11 3.1.12 Status Request 3-12 3.1.13 Message Update 3-13 3.1.14 Radio Check 3-14 3.1.15 Radio Disable/Enable 3-15 3.1.16 Remote Monitor 3-16 3.1.17 Enhanced CCGW Analog Audio Logging 3-17 Section 4 Warranty and Maintenance Plan 4.1 The Motorola Service Delivery Team 4.1.1 Account Services Manager 4.1.2 Motorola System Technologists 4.1.3 Motorola System Support Center 4.1.4 Motorola Local Service Provider 4.2 Warranty Services 4.2.1 Dispatch Service 4.2.2 On -Site Infrastructure Response 4.2.3 Network Preventative Maintenance 4.2.4 Infrastructure Repair 4.2.5 Infrastructure Repair with Advanced Replacement...... 4.2.6 Technical Support Service 4.3 Post Warranty Services 4.4 Summary Section 5 Equipment List Section 6 Pricing 6-1 6.1 Payment Terms 6-1 Section 7 Contractual Documentation 7-1 Section 8 Our Commitment 8-1 4-1 4-1 4-1 4-1 4-1 4-2 4-2 4-2 4-2 4-2 4-3 4-3 4-3 4-3 4-4 5-1 Section 9 Product Literature 9-2 Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Table of Contents ii MOTOROLA SOLUTIONS Motorola Solutions, Inc. 1303 E. Algonquin Rd. Schaumburg, IL 60196 USA 20 November 2015 Mark White Internal Services Department Lodi Police Department 215 West Elm St. Lodi, CA 95240 Subject: K2 Core with 5 Position MCC7500 Console Upgrade Dear Mark White, Tel. + 1 847 576 5000 Fax + 1 847 538 6020 Motorola Solutions, Inc. ("Motorola") is pleased to have the opportunity to provide Lodi Police Department with quality communications equipment and services. The Motorola project team has taken great care to propose a solution that will meet your needs and provide unsurpassed value. To best meet the functional and operational specifications of this solicitation, Motorola's solution includes a combination of hardware, software, and services. Specifically, this solution is for the Lodi PD Dispatch Center and provides: • K2 Redundant Core • 5 MCC 7500 Dispatch Consoles This proposal consists of this cover letter and the Communications System Agreement (CSA), together with its Exhibits. This proposal shall remain valid for a period of 90 days from the date of this cover letter. Lodi PD may accept the proposal by delivering to Motorola the CSA signed by Lodi PD. Questions or inquiries may be addressed to me at Tammie Massirer, 916-626-0493. We look forward to subsequent discussions and to helping the Lodi PD achieve its communications goals and objectives. Sincerely, Motorola Sotutions,�ltic. Mark 5chrrti ii Vice President SECTION 1 STATEMENT OF WORK Motorola is proposing to Lodi PD the installation and configuration of the following equipment at the specified locations. Site Name Lodi PD Dispatch Major Equipment - K2 Conventional Controller Network Core - Five MCC7500 Dis.atch Consoles The document delineates the general responsibilities between Motorola and Lodi PD as agreed to by contract. 1.1 MOTOROLA RESPONSIBILITIES Motorola's general responsibilities include the following: • Perform the installation of the Motorola supplied equipment described above. • Schedule the implementation in agreement with Lodi PD. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. • Provide Lodi PD with the appropriate system interconnect specifications. 1.2 LODI POLICE DEPARTMENT RESPONSIBILITIES Lodi PD will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola. Lodi PD's general responsibilities include the following: • Provide all buildings, equipment shelters, and towers required for system installation. • Insure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. • Obtain all licensing, site access, or permitting required for project implementation. • Obtain frequencies for project as required. • Provide required system interconnections. • Customer will provide a dedicated delivery point, such as a warehouse, for receipt, inventory and storage of equipment prior to delivery to the site(s). • Coordinate the activities of all Lodi PD's vendors or other contractors. Motorola has made several assumptions in preparing this proposal, which are noted below. In order to provide a firm quote, Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage and site grounding to support the requirements of the system described. • Any site/location upgrades or modifications are the responsibility of the customer. • Any tower stress analysis or tower upgrade requirements are the responsibility of the customer. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 1-1 • Approved FCC licensing provided by the customer. • Approved local, State or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the customer. • Any required system interconnections not specifically outlined here will be provided by the Customer. These may include dedicated phone circuits, microwave links or other types of connectivity. • No coverage guarantee is included in this proposal. • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the Customer's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Statement of Work 1-2 SECTION 2 SYSTEM DESCRIPTION 2.1 MCC 7500 CONSOLE WITH K1 CORE In response to Lodi PD's request for a quote for a standalone ASTRO 25 MCC 7500 -based Dispatch Site, Motorola has prepared this proposal. This proposal includes the necessary hardware, software, and services to implement a single MCC 7500 K2 core dispatch site. Motorola has included its design assumptions to aid in planning your site readiness. 2.1.1 MCC7500 Dispatch Consoles The MCC 7500 is Motorola's mission -critical, IP -based dispatch solution. It provides a highly scalable solution that can support dispatch centers ranging in size from a single dispatch console up to 50 dispatch consoles. The MCC 7500 platform leverages Ethernet/IP technology to provide increased backhaul efficiency to the ASTRO 25 core compared to earlier technologies (e.g. Gold EliteTM), as well as increased deployment flexibility and interface support. The MCC 7500 Operator Position is based on the same user- friendly Graphical User Interface (GUI) as our previous Gold Elite platform. For users that are migrating, this reduces the necessary dispatcher training as most of the features and functions operate the same between the two platforms. The proposed solution includes five (5) MCC 7500 Dispatch Consoles each comprised of the following components: • MCC 7500 Operator PC. • MCC 7500 Voice Processor Module (VPM). • Pair of Speakers. • Two headset jacks. • One headset base module with 15' cable. • Desktop microphone. • Dual-footswitch. • Instant Recall Recorder. rid MEI 11 r^� aim Ilrl `si;41. ro Computer monitors will be provided by Lodi PD. Console Alias Manager software has also been included. This software will be installed on one of the MCC 7500 workstations 2.1.2 Conventional K2 Redundant Core Configuration The MCC 7500 K core supports a wide range of devices and interfaces including, but not limited to: Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-1 • Analog Conventional Channels. • Digital Conventional Channels. • Auxiliary Functions (Relay/Alarms, etc.). • Audio Logging. • Integrated Paging Support. The ASTRO 25 K core is a scalable and virtualized core that provides an adaptable and affordable platform for mission critical wireless communications. The K core is targeted at small capacity conventional customers who require an ASTRO 25 conventional only system. The K core allows customers to interface channels to an IP -based MCC 7500 Console, provides a migration path for customers with fielded Motorola Conventional solutions, and allows the flexibility for customers to join a larger system in the future while maximizing their equipment investment. The K core is available in a non -redundant configuration (K1) or redundant configuration (K2). The proposed system includes a K2 core with the following components: • Redundant GCP 8000 Conventional Site Controllers (CSC). • Redundant GGM 8000 Core Gateways. • Two Ethernet LAN Switches. • Two Ethernet Backhaul Switches • Three Conventional Channel Gateways (CCGWs) • Configuration Manager Software (to be installed on one of the MCC 7500 workstations). Figure 2-1 shows the proposed K2 system configuration with 5 MCC 7500 operator positions. Two of the CCGWs are located at the Lodi RF Site. The Consoles and CCGWs prefer GCP 8000 "A" over GCP 8000 "B" and will continuously attempt to obtain communications with GCP 8000 "A". However if a Console or CCGW can NOT obtain communications with GCP 8000 "A", the console and CCGW will attempt to obtain communications with GCP 8000 "B". r MCC 7500 Op 1 PC VPM MCC 7500 Op 2 PC [VPM Lodi Dispatch Site GCP 8000 A Conventional Site Control ter Conventional Gateway V.24 & 4 -Wire Ports Core GatewayA Ethernet Backhaul Switch A GCP 8909 B Conventional Site Can trolinr MCC 7500 0p 3 PC VPM MCC 7500 Op 4 PC 1 VPM Ethernet LAN Switch B Core Gateway B PC I VPM MCC 7500 0p 5 Ethernet Backhaul Switch B Ethernet/IP Ethernet/IP Conventional Gateway A V.24 Lodi PD Lodi FD Ch.1 Ch.i Lodi RF Site Conventional Gateway B I V.24 Lodi PD Lodi FD Ch.2 Ch.2 Figure 2-1: Proposed K2 Configuration with 5 MCC7500 Consoles Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-2 2.1.3 Connection to an ASTRO 25 Radio System The proposed MCC7500 console subsystem is configured as a standalone conventional system; however, it is also capable of being tied into the San Joaquin County P25 Trunking System as a console site. Once an Ethernet connection is established between the SJ County Master Site and the Lodi PD Dispatch Console Site Gateway, the process for adding the Lodi Console to the trunking system is as simple as: 1. Reconfigure the Core Gateway as a Console Site Gateway. 2. Reconfigure one of the Redundant Conventional Site Controllers as a Backup Site Controller that will provide fallback protection should connectivity be lost to the Master Site. The second Conventional Site Controller will be provisioned as a spare. The licensing required to connect the Lodi consoles to the San Joaquin P25 Trunking System is included in this design. 2.1.4 Spare Equipment (Optional) Although spare equipment is not required, having spare equipment on -hand can significantly reduce delays to restoring the system to full operational capability in the event of an equipment failure. Motorola has included an option for the following recommended spares: • MCC7500 Console PC. • MCC7500 VPM FRU. • Ethernet Switch. • GGM 8000 Base Module FRU. • GGM 8000 CCGW Module FRU. 2.2 SOLUTION OVERVIEW Motorola's proposed dispatch solution for Lodi PD is our MCC 7500 Dispatch Console, offering IP - based seamless connectivity between Lodi PD's dispatch operators and field personnel. The MCC 7500 Dispatch Console will provide Lodi PD with scalable, flexible system architecture, sophisticated network management and security, and an easy migration to future capabilities. Cost Savings and Ease of Use The MCC 7000 series consoles are designed to help reduce the total cost of owning an IP -based, feature -rich dispatch system without compromising quality and reliability. Specific benefits of the MCC 7000 series consoles include the following: • The intuitive, easy to use Graphical User Interface (GUI) enhances dispatchers' efficiency and accuracy. • Robust API allows CAD systems to have complete access to console status and features for further improvements in efficiency and accuracy. • Software -based upgrades facilitate system and feature expansion. • Installation is simplified and site costs are reduced because console positions function without backroom electronics. • Console configuration is performed at centralized Network Management clients, and changes are automatically distributed, which saves valuable technician and administrator time. • Offers robust service logs that contain real-time information to facilitate maintenance activities. Lodi Police Department Five Position MCC7500 Console Upgrade ® Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-3 • Consoles within the ASTRO 25 dispatch site are integrated into the ASTRO 25 fault management system, which uses industry -standard event monitoring protocols, resulting in fewer dispatch site visits. • Flexible bandwidth requirements minimize operating costs for remote console sites. • Conventional audio can be transported over the IP network, which eliminates the need for channel banks or a separate circuit -switched network. MCC 7500 Console Configuration for Lodi PD The proposed solution offers a single console solution that will seamlessly interface with Lodi PD's current radio system and the County's P25 trunking system, providing functionality not available with any other console. The five positions proposed will be located at the West Elm Street location. 2.2.1 Interoperability Features ASTRO 25 is specifically designed around APCO P25 standards. All voice messages are digitized, all Land Mobile Radio (LMR) system features are compliant with P25 standards, and the system uses the P25 -defined, 9600 -bps control channel format for all control channel commands. As part of ongoing enhancements to this solution, Motorola has joined and actively participated in the P25 interoperability committee to ensure continuously improving interoperability with the radios of other P25 vendors. ASTRO 25 is also fully Common Air Interface (CM) compliant. 2.2.1.1 CSSI 8000 Interoperable Standard Motorola provides customers the choice to select the console sub -system they need when they choose a console that uses the CSSI 8000 interoperability solution standard for console interface. This allows the non -Motorola brand console the ability to connect to an ASTRO 25 radio system. In addition to the CSSI 8000 standard, the MCC 7500 IP Dispatch Console has many extra features and functions in console performance. • Unified Aliasing—Unified Aliasing ensures that the MCC 7500 console and the rest of the RF system sees the same aliases and simplifies alias management by providing a single point to manage them. • System Access Priority Select (Tactical/Normal)-0n a busy trunking system, this feature enables MCC 7500 dispatchers to ensure that the most important communications get a higher priority on the system than less important communications. The dynamic, real-time nature of this feature gives dispatchers the ability to immediately react to changing situations on any talkgroup without having to contact system administrators and wait for configuration changes to be made. • Talkgroup Repeat On/Off—This feature enables MCC 7500 dispatchers to effectively render a talkgroup unusable for radio -to -radio communications. This can be important for talkgroups that are reserved for special situations and must be kept clear of users when they are not supposed to be used. This feature can also be used for situations where dispatchers don't want other radio users (or scanners) to hear a particular radio's transmission on a talkgroup (for example, when performing a Remote Monitor of a radio). • Emergency Call Setup (with infinite hang time)This feature enables a MCC 7500 dispatcher to guarantee a path for voice communications for the duration of an emergency situation. • Group Regrouping During Patch—This feature enables the trunking system to use its RF talkpaths in the most efficient manner possible during patches between talkgroups. The patch generated from the MCC 7500 console will occur on a single talkpath. This helps improve the trunking system's quality of service by reducing the number of busies and reducing wait times. • Group Regrouping During Multiselect This feature enables the trunking system to use its RF talkpaths in the most efficient manner possible during multi -select transmissions on multiple Lodi Police Department Five Position MCC7500 Console Upgrade (reri) Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-4 talkgroups from an MCC 7500 console. This helps improve the trunking system's quality of service by reducing the number of busies and reducing wait times. • End -to -End Encryption—This feature protects voice communications from unauthorized listeners while providing an efficient and effective way to manage encryption keys in real time. Network - based common key management provides reduced costs for managing secure keys by eliminating the need to physically touch the MCC 7500 dispatch positions and radios and enhances the effectiveness of secure calls by enabling customers to quickly change keys throughout their radio system including the MCC 7500 console when a key has been compromised. • Agency Partitioning—This feature enables multiple agencies to share a radio system while protecting their resources against unauthorized access and changes. It protects an agency's communications from interruption due to inadvertent or intentional changes in configuration information. It also protects an agency's radio resources from unauthorized use by other agencies sharing the radio system. • Unified Information Assurance—This feature enhances the performance of the radio system (including the MCC 7500 dispatch consoles) by protecting against malicious attempts to infiltrate or attack the system. • Seamlessly Integrated Conventional Channels—This feature provides the following benefits: - A dispatcher can have full wireline control of both trunked and conventional resources from his/her MCC 7500 dispatch console. - The logging recorder can record both trunked and conventional calls (voice and associated call information) on the same logging recorder. - Service personnel can use the various ASTRO 25 system fault and performance management tools for troubleshooting or optimization activities on trunked and/or conventional resources. • Full Participation in Dvnamic System Resilience—This feature provides a high degree of availability for the MCC 7500 console's dispatch services. The dispatch consoles and logging recorder interfaces will automatically switch to the backup ASTRO 25 core in the event that the primary ASTRO 25 core becomes unusable or unreachable. Motorola realizes that some customers may want P25 CSSI standard compliant console solutions, or that they already own the consoles, or their dispatchers are accustomed to using a specific manufacturer's console solution. To satisfy these customers, Motorola supports connecting other vendors' P25 CSSI capable consoles to our ASTRO 25 radio systems using the CSSI interface. Motorola is working with other console vendors to test their P25 CSSI capable consoles on our ASTRO 25 radio system to address specific customer requirements. Motorola fully supports the P25 standards process. Our CSSI solution is called CSSI 8000 and is available now providing the following CSSI features. It should be noted that CSSI 8000 is an interoperability solution. Actual feature set available to customers will be the common features supported between CSSI 8000 and the third -party console. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-5 Lodi Police Department Five Position MCC7500 Console Upgrade 01 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-6 P25 CSSI Trunking Features Offered by Motorola P25 ISSI Trunking Feature Name ' Offered by Motorola CSSI 8000? TIA-102 Standards Document Voice & Mobility Features Voice Featues Broadcast Call Yes TIA-102.BACA-A Announcement Group Call Yes TIA-102.BACA-A Confirmed Group Voice Service Yes TIA-102.BACA-A Unconfirmed Group Voice Service YesNoce1 TIA-102.BACA-A Emergency Group Call Yes TIA-102.BACA-A Individual Voice Call Yes"0te2 TIA-102.BACA-A Encrypted Voice (AES) Yes TIA-102.BACA-A P25 Full -rate vocoder (FDMA) Yes TIA-102.BACA-A P25 Half -rate vocoder (TDMA) Yes Future SU and Group Mobility Management SU Registration Yes TIA-102.BACA-A Transport of Authentication Credential Yes TIA-102.BACA-A Secure SU registration (SU authentication) Yes TIA-102.BACA-A SU Deregistration Yes TIA-102.BACA-A Group Affiliation Yes TIA-102.BACA-A Call Restriction Yes TIA-102.BACA-A Roaming Inter-WACN (manual) Yes TIA-102.BACA-A Inter-WACN (automatic) Yes TIA-102.BACA-A Inter -System (manual) Yes TIA-102.BACA-A Inter -System (automatic) Yes TIA-102.BACA-A Intra -System (automatic) Yes TIA-102.BACA-A RFSS Service Capability Polling Yes TIA-102.BACA-A-2 Voice & Mobility CSSI Only Features Ability for Console Display of Transmission Source Type Yes TIA-102.BACA-A Ability for Console Takeover by Another Console Yes TIA-102.BACA-A Ability for Console to have knowledge of when it is receiving duplicate audio Yes TIA-102.BACA-A Ability for Console to mute its speakers to prevent audio feedback Yes TIA-102.BACA-A Console Priority (Dispatcher Audio Takeover) Yes TIA-102.BACA-A Parallel Console Audio Yes TIA-102.BACA-A Supplementary Services features Transport of Talking Party Identity Yes TIA-102.BACA-A Priority Call Yes TIA-102.BACA-A Call Alert YesNote2 TIA-102.BACD-B Emergency Alarm Yes TIA-102.BACD-B Emergency Alarm Cancellation Yes TIA-102.BACD-B Group Emergency Cancellation Yes TIA-102.BACD-B NOTES Note 1: Motorola's CSSI 8000 supports unconfirmed group call only as a serving system Note 2: Motorola's CSSI 8000 can support Individual Voice Call and Call Alert to a single CSSI with the same WACN ID and System Id as the ASTRO 25 system Lodi Police Department Five Position MCC7500 Console Upgrade 01 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-6 CSSI 8000 INTEROPERABILITY � SOLUTION • Interoperability Solution built to P25 CSSI Standards • Enables customers with existing P25 CSSI-compliant consoles to upgrade to ASTRO 25 RF system without replacing their dispatch consoles Supported on M3 and M2 cores beginning in 7.13 Planning to support on M1 cores beginning in 7.14 Motorola Solutions Internal Use Only CSSI FEATURES The following functionality is available on the CSSI 8000 Interoperability Solution • Console Priority • Dispatcher Takeover of Another Dispatcher • Group Call • Emergency CaII • Individual Call * • Call Alert * • Emergency Alarm • PTT ID • Clear and Encrypted Audio • Encryption (AES only) • FDMA (Phase I) and TDMA (Phase II) Talkgroups Support for Individual Call / Call Alert only to a single CSSI Interface with same SYS ID and WACN ID as ASTRO 25 system. Additional CSSI interfaces don't support this feature. Motorola Solutions Internal Use Only Lodi Police Department Five Position MCC7500 Console Upgrade 42) Motorola Solutions Confidential Restricted • November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-7 The Project 25 CSSI standard doesn't include the following • Console access to infrastructure control capabilities in the trunking system • Repeat On/Off • Tactical/Normal Access Priority • Regrouping in patch and multi -select groups • Conventional channels • Secure key management for encrypted talkgroups • Aliases for PTT IDs • Information Assurance • Agency Partitioning • AMBE Vocoder Enhancements made for Motorola by DVS! (for Alert Tones and Channel Markers) • Support for SmartX RF sites (No talkgroup calls, no private calls, no call alerts) Motorola Solutions Internal Use Only THINGS TO KEEP IN MIND Q Variations in Functionality • Different console vendors may support different subsets of the features defined in the P25 CSSI standard • Some console vendors may not support TDMA (Phase II) Talkgroups • Some console vendors may not support Link Availability Polling • The CSSI 8000 solution supports 3rd party console access to all of the talkgroups in the ASTRO 25 system with no additional fees • Some console vendors may have limitations on the number of talkgroups they can support • Some console vendors may charge a fee per talkgroup • Motorola features above and beyond the standard (such as DSR) may not be supported by console vendors Motorola Solutions Internal Use Only Lodi Police Department Five Position MCC7500 Console Upgrade 0 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-8 2.2.1.2 Mutual Aid MUTUAL AID INTEROPERABILITY OFFERS FLEXIBILITY AND FUTURE EXPANSION. Motorola can use multiple customer -furnished interoperability radios to install, configure, and make operational the necessary hardware and software to provide two-way communications between the MCC 7000 series consoles and Mutual Aid channels. As shown in Figure 2-2, interoperable communications can be provided through a dispatcher -initiated interface (patch) to the Mutual Aid radios. The Motorola Conventional Channel Gateway (CCGW) forms the bridge between the MCC 7000 series dispatch console on the ASTRO 25 radio network and the Mutual Aid radios. This allows the dispatcher to patch together Mutual Aid radios and required subscribers on the ASTRO 25 system as situations dictate. Each GGM 8000 -based CCGW can connect with up to four analog or V.24 ports, and 10 IP -based Mutual Aid channels. The high density GGM 8000 -based CCGW can connect with up to eight analog and eight V.24 ports, plus 10 IP -based Mutual Aid channels. Multiple CCGWs can be installed per site to support Mutual Aid radios for seamless communications with various agencies. CCGWs can be placed at any RF or console site allowing flexibility of connecting to the MCC 7000 series consoles. CCGW interfaces can be installed at any location as long as there is network connectivity back to the Zone Core. Additional CCGWs can easily be added anywhere on the LMR IP network as Mutual Aid requirements change. As an incident occurs, local Mutual Aid agencies can initiate a radio conversation to an MCC 7000 series dispatch location via a programmed channel. By selecting an icon on the console monitor, the dispatcher can initiate a patch to an RF channel for first responders as necessary. Incident conversations will be seamless from the moment of the patch initiation, and can be recorded like any talk group conversation within the LMR network. The dispatcher will also be able to take part in and monitor conversations for the duration of the incident, as necessary. Lodi Police Department Five Position MCC7500 Console Upgrade 0 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-9 MCC 7000 Series Dispatch Console ethernet n 100 T. 100 T. 100 o 100 Mutual Aid Agency Radio Systems etherite Figure 2-2: Mutual Aid Components Mutual Aid Radios or Resources CCGW 2.2.1.3 Integration with the ASTRO 25 Network The MCC 7500 IP Dispatch Console will be seamlessly integrated into Lodi PD's current conventional radio system and can be also seamlessly integrate with the County's P25 Trunking System. This tight union between radio infrastructure and dispatch console equipment has several operational benefits to Lodi PD. This modular IP approach substantially reduces the amount of space needed for backroom electronics. All dispatch activity is performed over IP. The physical space needed to accommodate the MCC 7500 console position is comparable to that required for a personal computer. Both trunked talkgroups and conventional radio channels can be accessed and controlled from one MCC 7500 IP Dispatch Console over the same network. This reduces overall transport costs and the need for duplicate fixed network equipment. Table 2-1 outlines the benefits of the MCC 7500's seamless integration to the ASTRO 25 network. THE MCC 7000 SERIES CONSOLES' IMPROVED USE OF BANDWIDTH ENSURES THAT EMERGENCY CALLS WILL MAKE IT THROUGH TO THE DISPATCH OPERATOR, REGARDLESS OF SYSTEM TRAFFIC. Table 2-1: Benefits of Seamless Integration of the MCC 7500 IP Console with a Future P25 Network Feature Benefit to Lodi PD Tight coordination between the IP network and IP console eliminates the potential for audio degradation. Subscribers and console operators will be able to communicate without loss of information. Emergency calls are prioritized for successful delivery regardless of network traffic. Console operators will always be able to hear emergency calls from users in the field. Lodi Police Department Five Position MCC7500 Console Upgrade et Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-10 Feature Benefit to Lodi PD Inherent access to all system resources within the network provides dispatch priority to reach any user when needed. Console operators will always be able to reach out to users in the field. Rapid call set up times and quality of service, regardless of the size of the system. The ability to scale the system to handle future capacity, while maintaining efficient dispatch operations. True end-to-end encryption capable from the subscriber to the console operator position, enhancing operational security Assurance that sensitive, private communications will remain secure, from the user in the field to the console dispatch operator. Improved bandwidth efficiencies reduce transport costs. Ongoing cost savings for Lodi PD. 2.2.1.4 Advantages of MCC 7500 vs. Other Consoles Descriptions and impacts of other console brands can be discussed in detail during proposal review. • Bandwidth Efficiency. • Native Wireline Control of Trunking Talkgroups. • End -to -End Encryption. • External Paging Encoder Port. • Radio Status and Radio Message. • Dispatch Application Programmer Interface (API). • MDC 1200 Signaling. • Multiple Patch Groups. • Multiple Multi -Select Groups. • High Capacity. • Beyond the CSSI Standard Features. 2.2.1.5 Conventional Base Station Interfaces The MCC 7000 series consoles are capable of accessing and controlling Lodi PD's analog and digital conventional base stations through the use of conventional channel gateways (CCGW). This capability lowers Lodi PD's cost of ownership in two ways: • It uses the same transport network, reducing the requirements for dedicated backhaul. • It reduces the hardware requirements for interoperability, lowering fixed network equipment costs. The dispatch console processes audio received from the station, and controls various features on the stations, such as frequency selection, private line selection, and repeater on/off. The low density and the high-density versions of the Enhanced GGM 8000 -based router can support up to 16 IP interfaced base stations. Using the high-density version of the Enhanced GGM 8000 -based CCGW, up to 16 additional conventional channels can be connected to the analog and V.24ports. These 16 channels can be a mixture of analog, MDC 1200, ACIM link, digital, or mixed mode operation. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-11 Additionally, the Enhanced GGM 8000 -based CCGWs allow for recovery of MDC1200 and digital signaling, such as unit ID, and emergency alarm, which is passed to the MCC 7500 dispatch operator position(s). 2.2.2 Console Operations RELIABLE AUDIO IN REAL TIME 2.2.2.1 Dispatch Interface The MCC 7000 series dispatch console is designed to provide mission - critical audio between the dispatch console and users in the field. It is optimized for real-time audio, prioritizing emergency calls over other traffic, minimizing voice queuing, and transmitting calls in 450 milliseconds or less. Using robust error mitigation to maintain call quality even when the system is heavily loaded, the MCC 7000 series console reduces communication errors that may force dispatch console operators to repeat their transmissions. The MCC 7000 series console's graphical user interface (GUI) optimizes user efficiency. It is designed to display the maximum number of resources a dispatch operator is able to easily view and control. The Lodi PD can customize the MCC 7000 series GUI by agency or by individual user to meet their dynamic needs and requirements. Elite Dispatch Graphical User Interface The MCC 7000 series Elite Dispatch GUI is an enhanced version of Motorola's Gold Elite Dispatch GUI. For new users, the graphical icons and customization options make the MCC 7000 series console GUI easy to learn and operate. Lodi PD can eliminate future training time with an MCC 7500 Console deployed now that integrates with a future ASTRO 25 radio system with common operations. EASY TO USE, FLEXIBLE, AND CUSTOMIZABLE USER INTERFACE An example of the MCC 7000 series GUI is shown in Figure 2-3. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-12 Morw.n.. = • 40 • ti, ' l #' *A 1:03:36 PM Figure 2-3: The MCC 7000 Series GUI Delivers Critical Real -Time Information to the Console Operator when and where they Need it Based on operator preference, the MCC 7000 series GUI can be customized to show details of trunked and conventional RF channels on a per -channel basis. Various controls can be highlighted, such as patch status, frequency select, coded/clear select, and individual volume control. Per -channel controls can be fully or partially shown, or hidden to save space on the screen. Busy dispatch operators can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user. The status of auxiliary inputs and outputs can be conveniently interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. 2.2.2.2 Standard Radio Transmission and Reception A typical MCC 7000 series console has two speakers, one for selected audio and the second for all remaining unselected audio. Additional speakers can be added to the console, allowing dispatch operators to configure a specific speaker for a set of designated audio sources. This simplifies multitasking between multiple audio sources, allowing flexibility in the way the audio is presented to the dispatch operator. Receiving Calls from the Field and Other Dispatch Operators Dispatch operators have great flexibility as to how to hear calls from field radio users and other dispatch operators. Each console dispatch operator can define his or her own audio reception profile. They can select a single audio source, whether conventional or talkgroup, to be heard on a selected speaker ("Single Select"). The dispatcher can also define groups of radio resources that can all be heard on a selected speaker ("Multi -Select"). Initiating Calls to the Field and Other Dispatch Operators The dispatch operator has several different ways of initiating a call. In most circumstances, a "General Transmit" is appropriate. With the general transmit, the dispatch operator selects a resource on the console and activates the transmission through a footswitch, headset transmit button, or a microphone transmit button. If the dispatch operator needs to quickly transmit on a resource, they use the "Instant Transmit" function, which activates the resource regardless of whether it is selected. To prevent accidental Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. CDMotorola Solutions Confidential Restricted System Description 2-13 activation of "Instant Transmit", it can be limited through an "Instant Transmit Safety Switch", which must be pressed prior to activation of "Instant Transmit". Making Calls to the Field and Other Dispatch Operators The dispatch operator can transmit audio in different ways, depending on who they need to speak with and how important that communication is. Most basically, they can make calls to all users listening to a specific conventional radio resource or a specific trunking talkgroup. When multiple resources are required, the operator can select additional talkgroups and/or conventional channels as needed for the call using the multi -select feature. The MCC 7500 console enables dispatch operators to make private calls to individual field radio users or dispatch operators. Once this private call is established, it can be patched in with another resource at the dispatch operator's discretion. Controlling Console Audio The MCC 7000 series consoles offer the operator several different ways of controlling or muting the audio on their console. The operator can change the audio volume of any specific resource routed to a selected speaker and, if they desire, can mute and un -mute all non -selected resources on the console ("All Mute") for 30 seconds. The console enables the dispatcher to transmit on a resource while receiving audio from other resources. It also can prevent acoustic feedback when a co -located operator position transmits by muting the transmitting operator position's audio on a shared resource. Controlling Network Audio Dispatch operators can control the audio on the ASTRO 25 network. Using the console, the operator can enable or disable radio users in order to compartmentalize traffic, reduce interruptions, and maintain communications between dispatch and the field. When this function is enabled or disabled, all dispatch consoles with this resource assigned are updated with the current status of the feature. This feature can be controlled from any dispatch console. Based on operator preference, the MCC 7000 series GUI can be customized to show details of RF resources on a per -channel basis. Various controls can be highlighted, such as patch status, frequency select, coded/clear select, and individual volume control. Per -channel controls can be fully or partially shown, or hidden to save space on the screen. Busy dispatch operators can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user. The status of auxiliary inputs and outputs can be conveniently interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. 2.2.2.3 Dispatch Audio Experience Emergency Alarms The MCC 7000 series dispatch console is capable of monitoring radio subscribers for user initiated emergency activations. On subscriber radios that are equipped and programmed to transmit an emergency alarm, the MCC 7000 series console detects that this emergency has occurred and displays the emergency on operator positions that are preprogrammed to receive the emergency notification. Operator positions can be programmed either to receive the emergency or to completely ignore it. In the event of an emergency condition from a radio user, all programmed consoles will give both an audible and visual indication of the event. The dispatch operator can then silence the emergency Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Q Motorola Solutions Confidential Restricted System Description 2-14 leaving the visual indication on the screen indicating information on the initiating radio allowing the call to be handled and dispatched appropriately. Once an emergency is received, all programmed operator positions will give the audible and visual indication of the event. Any one of these operator positions has the ability to silence the emergency at only their position or for all operator positions on the system. In the event of a system that all channels are busy at the RF site that receives the emergency, that event is automatically given a Priority Level 1. This is the highest priority possible, putting the emergency call at the top of any busy queue. The emergency call will be given the next available voice channel at that site bumping all non -emergency calls in the queue. Desktop Speakers Each dispatch console is capable of supporting up to eight audio speakers. In this design, two speakers are included per position. These speakers supply audio for select/unselect, as well as pre- determined audio sources to specific monitor speakers, each of which transmits unique audio—that is, an audio source cannot appear in multiple speakers at a single dispatch console. Monitor speakers can tie specific talkgroups to a certain speaker, such as all fire resources to speaker 3. Each speaker has individual volume controls, and contains an amplifier that provides a maximum of 2 Watts of power output. Speakers are self-contained units, and can be placed on a desktop, mounted in a rack/furniture, mounted on a wall, or mounted on a computer monitor. Headset Jack Each dispatch console is capable of supporting up to two headset jacks. A headset jack allows a dispatch console user to use a headset while operating the dispatch console. Each headset can either be connected to the console for supervisory applications, or to a desk telephone. The equipment design proposed includes two headset jack(s) per operator. The headset jack contains two volume controls: one for adjusting the level of received radio audio and one for adjusting the level of received telephone audio. The headset jack supports headsets which use either PJ7 (6 -wire) or PJ327 (4 -wire) longframe connectors (6 -wire headsets have a PTT button while 4 -wire headsets do not have a PTT button). Gooseneck Microphone The VPM is capable of supporting a desktop microphone. The desktop microphone contains a microphone cartridge on a flexible shaft and two buttons in its base. One button controls the General Transmit feature. The other button controls the Monitor feature. Figure below shows Microphone. The desk microphone is permanently fastened down, or it is left loose so the dispatch console user can pick it up while using it. The 1 8–inch long, flexible shaft allows the base to be placed behind a keyboard or writing area and still be able to position the microphone head within a few inches of the speaker's mouth. If a desk microphone is connected to a dispatch console while no headsets are connected, the desk microphone is active whenever any transmit function is active. If a desk microphone is connected to a dispatch console while one or two headsets are connected, the desk microphone is only active during a transmit function if its transmit button is pressed. This prevents the desk microphone from picking up unwanted background sound while the dispatch console user is using a headset to transmit. Gooseneck Microphone Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-15 Footswitch Each dispatch console is capable of a dual pedal footswitch. The footswitch can be configured to control general transmit and monitor functions. Instant Recall Recorder Port (for Radio) Short-term, console -specific audio recording is a mechanism used to record a portion of the inbound audio present on a specific dispatch console and make it readily available to the dispatch console user. This recorded audio is retained by the recording system for a short period (typically about 60 minutes) and is easily played back by the dispatch console user. This allows the dispatch console user to replay received audio that the user may have missed. The instant recall recorder port (for radio) allows an instant recall recorder to be connected to a dispatch console. The port provides an output containing the receive radio audio on the selected channels. Transmit audio of any type (from either this dispatch console or a parallel dispatch console) as well as tones generated by the dispatch console (emergency tones, callback tones, busy tones) are not included in the audio output. Dispatch console generated tones (e.g., emergency alarm tones, trunking busy tones, error tones, etc) are not included in the audio appearing at the analog audio output. This is done so that they do not interfere with the dispatch console user's ability to understand the voice audio that was recorded. Telephone/Headset Port The telephone/headset port allows an external telephone set to be connected to the dispatch console. The dispatch console's headset can then be used to communicate on both the radio system and a telephone system (i.e. a 911 system). When a telephone call occurs at a dispatch position, radio audio is directed from the headset to the appropriate console speaker. The headset microphone audio is routed to the telephone, allowing the dispatch console user to communicate hands-free on the telephone set. When the dispatch operator ends their call, the headset reverts back to full radio operation. When the dispatch operator transmits on a radio resource during a telephone call, the headset microphone is re-routed to the radio system for the duration of the transmission. Once the transmission is completed, the headset microphone is routed back to the telephone. During the transmission, the dispatch operator continues to hear the telephone audio through the headset. 2.2.2.4 Emergency Radio Transmission and Reception As part of a mission -critical communications network, the MCC 7000 series console facilitates immediate prioritization and resolution of emergency communications between Lodi PD's dispatch and first responders in the field. This enables dispatch operators and first responders to focus on their mission, not their equipment—especially during critical situations. When a field user or another dispatch operator initiates an emergency call, the console emits both visual and audible indications ("Emergency Alarm"). The operator can then "recognize" the emergency call, which ends the audible emergency indication and notifies all console operators that the emergency is being addressed ("Emergency Recognize"). The audible emergency indication may also be muted by a console operator without recognizing the emergency alarm ("Mute Tones at a Single Op"). When an emergency is over, the dispatch console user can end the Emergency Alarm. The emergency mode remains active on the initiating radio unit until it is ended (reset) by the radio user. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 12 Motorola Solutions Confidential Restricted System Description 2-16 Receiving an Emergency Call When a field user or another dispatch operator initiates an emergency call, the console emits both visual and audible indications ("Emergency Alarm"). The audible indication works to alert the dispatch operator that an emergency is underway; the visual indication directs the dispatch operator's attention to the specific resource on which the emergency call is being made. The dispatch operator can immediately reserve a voice channel for the duration of the emergency. The audible indication for an emergency is generated at the maximum level of the received audio, regardless of what volume the console has set that resource to. This is to ensure that the console operator does not miss the call. When the emergency call has been acknowledged, the volume for that resource is returned to its previous level. Responding to an Emergency CaII When a console operator wishes to respond to an emergency call, they can bypass the standard console interface to auto -open a quick list, which contains specific controls for recognizing an emergency call, initiating an emergency call, and ending an emergency call ("Auto -Open of Quick List"). The operator can then "recognize" the emergency call, which ends the audible emergency indication and notifies all console operators that the emergency is being addressed ("Emergency Recognize"). The audible emergency indication may also be muted by a console operator without recognizing the emergency alarm ("Mute Tones at a Single Op"). This would be used in a situation where one agency is monitoring a channel that belongs to another agency. If an emergency alarm comes in on the second agency's channel, the first agency could mute the tones at their dispatch consoles without having to wait for the second agency to recognize it. Ending an Emergency CaII When an emergency is over, the dispatch console user can end the Emergency Alarm. The visual indication on the console GUI is removed, and the console informs the other operator positions that the emergency is over ("Emergency End/Knockdown"). The emergency mode remains active on the initiating radio unit until it is ended (reset) by the radio user. 2.2.2.5 Radio Patch Control MCC 7500 console users can patch communication between trunked and/or conventional radios that are normally unable to communicate with each other due to different features, programming, or even different frequency bands. A patch group is a group of linked resources that can both receive messages from a console and transmit to all other members of the patch group. The MCC 7500 supports a maximum of 16 active patch groups. Setting up a Standard Patch A dispatch operator can set up a standard patch between trunked resources and/or conventional resources. After the patch is created, the dispatch console transmits all audio on one resource to all other resources in the patch group. Patched radio users see the ID or alias of the other patched radio(s), as opposed to that of the console, provided that the radio subscriber is capable of displaying IDs. This minimizes confusion and the need for the dispatch operator to intervene in the call. Patches are automatically re-established if interrupted so the MCC 7500 user can concentrate on continuing operations. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-17 Pre -Defined Patches Patches can also be predefined, and be automatically re-initiated each time a dispatch console computer is restarted ("Patch Auto -Start"). Using Multi -Select The Multi -Select feature allows a dispatch console to define groups of selected radio resources. When a Multi -Select group is opened, all of the resources in the group are simultaneously selected. Resources can be added or removed from a Multi -Select group while it is open or while it is closed. The Multi -Select feature: • Selects multiple resources simultaneously. • Defines and stores groups of resources so that multiple resources can be conveniently selected and deselected. 2.2.2.6 CaII Management and Control Automatic Prioritization of Calls Calls on the MCC 7000 series console are prioritized through a transmission hierarchy. Calls from primary supervisors take priority over those from secondary supervisors, which in tum take priority over non -supervisors. Instant Transmit or A11 -Points Bulletin (APB) transmissions, regardless of whether they are from a supervisor, will take priority over general or patch transmissions. Multiple dispatch console operators can be designated as primary supervisors on the same system, which is useful when multiple agencies share one system, each with their own primary supervisor. Console supervisors have the capability to disable and enable operator console functionality as necessary. Manual Prioritization of Calls "System Access Priority Select" allows a dispatch operator to prioritize trunked resources on the system as either "normal" or "tactical". A dispatch operator can change the priority of a trunked resource to tactical in order to give the resource a better chance of gaining communication access on a busy system. Only emergency calls have a higher priority than tactical. When the System Access Priority status of a resource is changed, it is updated at all dispatch consoles in the systems that are monitoring that trunked resource. Standard CaII Indications The MCC 7000 series console indicates the availability of any given resource, whether or not it is being transmitted on at the moment. It will also give an inbound call indication that provides the console operator with a visual cue of audio activity on a radio resource. This functionality makes it easy for an operator to see at a glance what the status of a resource is at any moment. Resource Identification To identify a resource, the console reads its unit ID, a string of digits that uniquely represent that resource. The console makes it easy for operators to read unit IDs by replacing them with user- friendly 16 -character aliases. These aliases, which are defined during the configuration of the console system, can replace the unit IDs of the following resources: • Trunking Talkgroup Resource. • Trunking Announcement Group Resource. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 2-18 • Trunking Individual Call Resource. • Conventional Channel Resource. • Conventional Channel Frequency Selection Control. • Conventional Channel PL Selection Control. • Unit ID. • Aux I/O Resource. On large systems, unit IDs can be conserved by grouping all individual call resources on a specific trunking talkgroup together under a certain ID. This flexibility simplifies the daily work of Lodi PD's dispatch operators. Call Alerting When an operator needs to reach a radio user or dispatch operator and they are not near their radio or console, the dispatch operator can "page" the unattended radio or console through a series of beeps and an indication of the sender's ID. When the radio user or dispatch operator becomes available, they will see the unit ID of the calling dispatch operator's console or radio ID, and be able to return the call. Additionally, a Call Alert can be used to trigger an activity. For instance, a Call Alert may cause a vehicle's horn to sound and its lights to flash. The console operator can even send a call alert to a user who is involved in voice and data communications over the network. 2.2.3 Console Logging No logging recorder is included in this proposal. However, the MCC 7000 series dispatch console system proposed to Lodi PD can interface with the existing analog logging recorder subsystem. The configuration details will be finalized during Detailed Design Review (DDR). Should Lodi PD elect to include an integrated IP logging solution from Motorola, the following capabilities will provide Lodi PD's personnel with clear audio and enough information to easily understand the context and content of any recorded transmission. In addition to recording audio, the logging recorder has the ability to capture the following information if supported: • Talkgroup and channel information. • User identification such as unit ID and alias. • Call type such as Talkgroup Call, Telephone Patch Call, Emergency Call, etc. • Non -voice events such as Call Alerts, Radio Status Check, Radio Message, etc. This information is available for display to the user upon playback, and can be searched by the user in order to retrieve the desired call. The logging recorder's capacity is based on the number of radio transmissions it needs to record simultaneously, not on the number of channels that it will record. A call can be saved either as a complete call (audio and any information associated with the call) or as a simple .wav file. Files saved as complete calls must be played using the Scenario Replay application included with the logging recorder. Files saved as .wav files can be played on any application that supports them. Lodi Police Department Five Position MCC7500 Console Upgrade iQ Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-19 Record and Replay of Archived Calls An IP -based recorder will record all IP traffic sent to it. It will provide Lodi PD with the capability to record audio at the same level of quality as that heard at the console position. In addition, it will record information associated with the call beyond just the audio. A replay station can access recordings on multiple recorders, even ones that are not being used with AISs. This provides the user with a complete view of everything being recorded from a single point. Management of the Logging Recorder Subsystem Security and fault management for the logging recorder subsystem are configured and managed by a common administration application, residing on either a playback station or a dedicated PC. Administrative personnel can use the management controls of the logging recorder subsystem to configure how calls are recorded. On a global level, administrators can define which calls are recorded by which agency or department; on a more granular level, administrators can define the following recording behavior: • Which talkgroups and conventional resources are to be recorded. • Whether or not secure calls are recorded. • Which talkgroups and conventional resources are critical and which are not. • Access rights for replay station user accounts. • Configures various operational characteristics of the recorders (watermark limits for the recording media, what to do when the recording media fills up, etc.). Long Term Logging Port Long-term audio recording is used to record a portion of the inbound and outbound audio present on a specific dispatch console. These recordings are typically archived for long-term storage, and provide a historical record of the radio communications made at a given dispatch console. The long-term logging port allows an external logging recorder to be connected to a dispatch console. The audio that appears on this output is configurable, but is typically the audio that was transmitted and/or received at that dispatch console. The configuration of audio to be presented at this port is tied to the physical dispatch console, so that no matter what user is logged into the console, the same type of audio is logged. The long-term logging port can be configured to log any combination of the audio sources listed below: • Audio received from the currently selected radio resources (note that the level of this audio is not affected by either the individual volume setting of the radio resource or the master volume control on the speaker or headset jack). • Microphone audio being transmitted to the currently selected radio resources by this dispatch console user. • Microphone audio being transmitted to unselected radio resources by this dispatch console user. • Any tones generated by the dispatch console that appear in its speakers (trunking tones, emergency tones, etc.). • Tones generated by an external paging encoder. Note that this output may be used with an instant recall recorder as well as a long-term logging recorder. Lodi Police Department Five Position MCC7500 Console Upgrade 0 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-20 2.2.4 Console Configuration and Management The MCC 7000 series console system is configured and managed by the same configuration manager, fault manager, and performance reporting applications as the radio system. The user can define exactly which resources are available and how they are presented to the dispatch console user. This provides Lodi PD with a single point for configuring and managing the entire ASTRO 25 system. Changes are automatically distributed throughout the system. This centralized approach saves valuable time and effort for system administrators and technicians, and reduces the errors that can occur when radio IDs and other data are entered at multiple locations. In addition, call traffic and performance reports for each console can be generated from the system's network manager. This enables administrators to quickly and easily ensure optimal effectiveness and efficiency. 2.3 COMPONENT DESCRIPTIONS 2.3.1 GCP 8000 Conventional Site Controller The GCP 8000 Conventional Site Controller provides mission critical call processing and mobility management throughout the ASTRO 25 Conventional System. The GCP 8000 interfaces via multiple Ethernet LAN switches, and provides access to the packet switched network via the Core Gateway. The GCP 8000 is capable of supporting the full set of dispatch consoles, archiving interface servers, and conventional gateways. The GCP 8000 can only be located at the Kl/K2 Core. The GCP 8000 is responsible for: • Fault management for the GCP 8000. • Processing conventional call requests from the conventional gateway or from the Console. • Assigning the multicast groups for conventional calls. • Issuing a call grant to the requestor. • Issuing a beginning of mobile transmission to the consoles (with alias information). • Arbitration between multiple radios and/or consoles vying for the same channel. • Processing an end of call. • Acknowledge subscriber signaling calls (e.g. Emergency). • Distributes subscriber signaling to affiliated consoles, as well as other conventional voice call processing. 2.3.2 GGM 8000 Core Gateway In a K core, the core gateway combines the functions of core and gateway routers. It handles LAN traffic within the core site and provides an interface between the core and the customer network via backhaul switch. The core gateway performs the routing control of audio, data, and network management traffic in and out of the zone, replicating packets while achieving the fast access levels required by real-time voice systems. 2.3.3 GGM 8000 -based Conventional Channel Gateway CCGWs are used in the MCC 7500 Dispatch Console to connect the dispatchers to analog and digital conventional channels in their system. The GGM 8000 -based CCGW contains four analog ports and four V.24 ports plus an Ethernet port. Up to four conventional channels can be connected to the analog and V.24 ports on a GGM 8000 - Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. GI Motorola Solutions Confidential Restricted System Description 2-21 based CCGW. The four channels can be any mixture of analog, MDC 1200 digital or mixed mode. Note that mixed mode channels must use a V.24 port for the digital portion; they cannot use IP. In addition to the four channels supported on the analog and V.24 ports, the CCGW is also capable of supporting up to ten digital conventional channels via its IP port. The proposed system includes one GGM 8000 -based CCGW module, which is integrated into the site gateway. This will interface to four existing digital resources and three existing analog resources. Two LAN switches have been included to aggregate all of the Ethernet interfaces for MCC 7500 dispatch positions and gateways, plus the controller and router. 2.3.4 Configuration Manager The Configuration Manager application runs on a Microsoft Windows 7 OS and can co-hab on a Console OP or can run from its own PC (note the Console OP will only support one other application cohabiting with it). There should be one and only one Configuration Manager that is connected and running continuously and can only be used from the core. The Configuration Manager application is used to configure the Console OP, the AIS, and the CCGW through the same LDAP interface used in the large "M" and "L" systems. A number of parameters have been preset to minimize the amount of configuration needed. 2.3.5 MCC 7500 Dispatch Console This proposal highlights a few of the numerous features and functions of the MCC 7500 platform. Motorola is happy to provide more information and detailed specifications upon request. This section discusses the various components that make up the proposed MCC 7500 Dispatch Console system, Figure 2-4. These components are connected together and to the rest of the ASTRO 25 system on an IP network via console site routers and switches. The MCC 7500 Dispatch Console functions as an integrated component of the total radio system, fully participating in system level features such as end-to-end encryption and agency partitioning. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. System Description 2-22 Dosm.Idi— MCC 7500 Consoles a' � — LAN Switch 2 Bhemet Cables per Unpaid' Consols Cmsole Site Router she Lids (WAN) Figure 2-4: Motorola MCC 7500 Dispatch Console Hardware Architecture 2.3.5.1 Operator Position Components MCC 7500 operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch are performed within each software -based operator position, without additional centralized electronics. An MCC 7500 operator position consists of a computer, a Voice Processing Module (VPM), one select speaker, up to three unselect speakers, a desktop gooseneck microphone, headset jack and footswitch. Voice Processing Module (VPM) The VPM provides vocoding and audio processing services for the dispatch console. It connects to the console site LAN switch and communicates with the dispatch console PC via Ethernet. Each operator position includes a PC and a dedicated VPM. The VPM also provides connections for analog devices to be connected to the digital console. J. 1111111111 ss MCC 7500 Operator Position Components The VPM has connectors for the following devices: • One desktop microphone. • Two headset jacks. • Eight desktop speakers (four speakers max supported in the initial releases). • Logging recorder. • Radio instant recall recorder. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 43 Motorola Solutions Confidential Restricted System Description 2-23 • Telephone instant recall recorder (not supported in initial releases). • External telephone set. • External paging encoder. • Footswitch. • Generic transmit audio input. Some of the connectors listed above can be used to provide audio inputs and outputs for connecting other types of dispatch consoles to the Motorola radio system in conjunction with the Motorola MCC 7500 Dispatch APIs. An optional secure card provides encryption and decryption services for the dispatch console. It is capable of supporting multiple, simultaneous encryption/decryption sessions using multiple algorithms and multiple secure keys. Personal Computer (PC) The dispatch console uses a customized Motorola -certified PC running the Microsoft Windows operating system, containing a Motorola -designed voice card and a Motorola -designed secure card. The PCs used in ASTRO 25 systems have a mini -tower form factor. The PCs are processed through Motorola factories in Schaumburg so that the application software, voice cards, and secure cards can be installed and tested to ensure they are operating properly. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 12 Motorola Solutions Confidential Restricted System Description 2-24 SECTION 3 ACCEPTANCE TEST PLAN MCC 7100/7500 Conventional Resources 2. TEST 3.1.1 Instant Recall Recorder (IRR) Operation 1. DESCRIPTION The Instant Recall Recorder (IRR) allows for audio from a phone call or a radio call to be played back at the MCC 7500 or MCC 7100 Console position. Thirty minutes of audio is saved for radio and an additional thirty minutes for telephone. The audio is saved on the positions hard disk in the form of a .wav file. SETUP RADIO -1 - TALKGROUP 1 RADIO -2 - TALKGROUP 1 CONSOLE -1 - TALKGROUP 1 running IRR application. VERSION #1.020 Lodi Police Department Five Position MCC7500 Console Upgrade Step 1. Select a radio channel on the CONSOLE -1 application window. Step 2. Select IRR from the CONSOLE -1 toolbar. Step 3. Initiate radio communication between RADIO -1 and RADIO -2. Step 4. Verify a new entry appears in the IRR log window. Step 5. Select the new entry from the list. Step 6. Press play and verify conversation replay. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3-1 MCC 7100/7500 Conventional Resources 3.1.2 Channel Marker - Conventional 1. DESCRIPTION A Channel Marker is a distinct, short duration, audible tone over radio and Console speakers. The tone is initiated and cancelled by a console operator. The tone can be initiated only for the talkgroups or conventional channels. On initiation, it is generated periodically when there is no voice activity. The tone can be used for various purposes. The primary purpose of the tone is to inform radio users that the conventional channel or the trunked talkgroup is currently involved in a high priority situation and they should stay off the channel unless they are involved in the high priority situation. The tone also informs the users that a console operator is actively monitoring the talkgroup. Note that the Channel Marker tone will only start when there is no voice activity for the selected Talkgroup or conventional channel. The channel Marker tone is sent in a current transmission mode of the Console user. SETUP RADIO -1 CONVENTIONAL CHANNEL 1 RADIO -2 CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1, CONSOLE -2 - CONVENTIONAL CHANNEL 1 VERSION #1.100 Lodi Police Department Five Position MCC7500 Console Upgrade 110 Motorola Solutions Confidential Restricted 2. TEST Step 1. Initiate a Channel Marker tone on CONVENTIONAL CHANNEL 1 from CONSOLE -1. Step 2. Verify RADIO -1 and RADIO -2 can monitor the Channel Marker tone on CONVENTIONAL CHANNEL 1. Step 3. Verify CONSOLE -1 and CONSOLE -2 also monitor the Channel Marker tone on CONVENTIONAL CHANNEL 1. Step 4. Initiate a call from RADIO -1 and continue to key longer than the preset Channel Marker tone period for CONVENTIONAL CHANNEL 1. Step 5. Verify while RADIO -1 is keyed, the Channel Marker tone is suppressed. Step 6 Step 7. Step 8. Verify after RADIO -1 de -keys, the periodic Channel Marker tone continues to be transmitted on CONVENTIONAL CHANNEL 1. Cancel the Channel Marker on CONVENTIONAL CHANNEL 1 from CONSOLE -1. Verify the Channel Marker is no longer monitored on CONVENTIONAL CHANNEL 1. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3-2 MCC 7100/7500 Conventional Resources 3.1.3 Frequency Selectable Conventional Resource F....... 1. DESCRIPTION A Resource is selected on the console by placing the cursor over the Resource, choosing an area and selecting. The Resource choice area is the region where the name of the Resource is located (Top alphanumeric line of the Resource). When selected, the background of the Radio Resource will turn white and the border will turn green. Choosing the Instant Transmit button will send keying commands to the station. The Frequency Select option provides the capability to choose up to 14 separate frequencies. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade 2. TEST Step 1. Using CONSOLE -1, select the first frequency in the list for the resource. Step 2. Select the corresponding frequency on RADIO -1. Step 3. Verify communications between CONSOLE - 1 and RADIO -1. Step 4. Using CONSOLE -1, select another frequency in the list for the resource. Step 5. Select the corresponding frequency on RADIO -1. Step 6. Verify communications between CONSOLE - 1 and RADIO -1. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-3 MCC 7100/7500 Conventional Resources 2. TEST 3.1.4 Console Priority 1. DESCRIPTION Console Operator Positions have ultimate control of transmitted audio on an assigned resource. The Console Position has the capability to take control of an assigned voice channel for a channel/talkgroup call so that the operator's audio overrides any subscriber audio. Console priority is a feature that enables dispatchers to gain immediate access to an assigned voice channel so that a central point of audio control exists. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 RADIO -2 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.040 Lodi Police Department Five Position MCC7500 Console Upgrade Step 1. Initiate a call from RADIO -1 on CONVENTIONAL CHANNEL 1. Keep this call in progress until the test has completed. Step 2. Observe that RADIO -2 receives the call Step3. While the call is in progress, key up CONSOLE -1 on CONVENTIONAL CHANNEL 1. Step 4. Observe that RADIO -2 is now receiving audio from CONSOLE -1 on CONVENTIONAL CHANNEL 1 Step 5. De -key CONSOLE -1. Step 6. Verify RADIO -2 now receives RADIO -1 audio. Step 7- End the CONVENTIONAL CHANNEL 1 call from RADIO -1. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance Test Plan 3-4 MCC 7100/7500 Conventional Resources 2. TEST 3.1.5 CaII Alert Page - Conventional 1. DESCRIPTION This test will demonstrate that an MCC7100/7500 console using a Conventional Channel is able to transmit Call Alert pages. Call Alert Page allows a dispatcher to selectively alert another radio unit. The initiating console will receive notification as to whether or not the call alert was received. Units receiving a Call Alert will sound an alert tone and show a visual alert indication. The display will also show the individual ID of the initiating console. This test can be run using Mixed Mode or MDC1200 Channels. SETUP RADIO -1 - SITE 1 - CONVENTIONAL CHANNEL 1 RADIO -2 - SITE 1 - CONVENTIONAL CHANNEL 1 RADIO -3 - SITE 1 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.040 Lodi Police Department Five Position MCC7500 Console Upgrade Step 1. From CONSOLE -1 create a paging queue containing Call Alerts to RADIO -1, RADIO -2 and RADIO -3. Step 2. From CONSOLE -1 start the pages on CONVENTIONAL CHANNEL 1 Step 3. Verify that RADIO -1, RADIO -2 and RADIO -3 receive the Call Alerts. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Acceptance Test Plan 3-5 MCC 7100/7500 Conventional Resources 2. TEST 3.1.6 Patch Operation - Conventional 1. DESCRIPTION The Patch feature allows more than one Radio Resource to be grouped simultaneously. This can be used for temporarily merging two or more channels/frequencies together to act as one larger group. Telephones and radio resources can be patched together. In a patch group, the members can receive messages from the console and they can transmit to all other members of the patch group. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 RADIO -2 - CONVENTIONAL CHANNEL 2 CONSOLE -1 - CONVENTIONAL CHANNEL 1 and CONVENTIONAL CHANNEL 2 VERSION #1.020 Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted Step 1. Select the tab for patch 1, 2 or 3. Verify that the patch edit button and patch transmit button appear. Step 2- Select the "Patch Edit" icon. The selected patch will turn blue. Step 3. Select the CONVENTIONAL CHANNEL 1 and CONVENTIONAL CHANNEL 2 Radio Resource by moving the cursor over the Radio Resources' names and selecting them. Step 4. Verify that the selected Radio Resources display a "Patch Edit" icon. Step 5. Step 6. Verify that the RADIO -1 and RADIO -2 monitor the console outbound audio. Step 7. Press and hold the "Patch Transmit" icon to initiate the patch transmission. Verify that RADIO -1 can communicate with RADIO -2 even though they are on separate channels. Step 8- To knock down the patch, select the Radio Resources by moving the mouse cursor over the resource window and clicking over the patch icon. Repeat this process until all the resources have been removed from the Patch window. Step 9. Select the Patch Edit icon and idle the current patch. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3-6 MCC 7100/7500 Conventional Resources 2. TEST r. :. .. 112: 3.1.7 Multi -Select Operation 1. DESCRIPTION Multi -Select (Msel) allows the console operator to group a number of channels/talkgroups together such that when the general transmit bar is depressed, all of the multi -selected channels/talkgroups will transmit at the same time with the same information. Multi -Select is one way communication call. If a radio user responds to a Multi -Select call the talkgroup the user is affiliated to will be the only one to hear the call. There is no super -group formed, so radio communication is still at the single channel level. Multi -Select is utilized to send an APB to several channels/talkgroups. A Multi -Select has a limit of twenty (20) trunking/conventional resources SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 RADIO -2 - CONVENTIONAL CHANNEL 2 CONSOLE -1 - CONVENTIONAL CHANNEL 1, CONVENTIONAL CHANNEL 2 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted Step 1. From CONSOLE -1, create an Msel group with CONVENTIONAL CHANNEL 1 and CONVENTIONAL CHANNEL 2. Step 2. Transmit on the Msel using the Msel instant transmit button. Step 3. Verify that RADIO -1 and RADIO -2 hear the call. Step 4. Initiate a call with RADIO -1. Step 5. Verify the call is heard on CONSOLE -1 but not on RADIO -2. Step 6- Initiate a call with RADIO -2. Step 7. Verify the call is heard on CONSOLE -1 but not on RADIO -1. Step 8. On CONSOLE -1 dissolve the Msel. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3-7 MCC 7100/7500 Conventional Resources 3.1.8 Alert Tones - Conventional Channel 71 1. DESCRIPTION Pre -defined alert tones can be transmitted on the selected Radio Resource to subscribers which can alert members of a channel / talkgroup to a particular event or signify to radio users special instructions are to follow. The Console has the ability to send an Alert -Tone signal on selected conventional or talkgroup resources. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 RADIO -2 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade 2. TEST Step 1. Select CONVENTIONAL CHANNEL 1 on CONSOLE -1. Step 2. Select Alert Tone 1 and depress the Alert Tone button. Step 3. Verify that RADIO -1 and RADIO -2 hear Alert Tone 1. Step 4. Repeat Steps 2-3 for Alert Tone 2 and 3. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. et Motorola Solutions Confidential Restricted Acceptance Test Plan 3-8 MCC 7100/7500 Conventional Resources 3.1.9 Acoustic Crossmute - Conventional F. 1. DESCRIPTION Acoustic crossmuting means that selected operator positions will not hear outbound transmissions from operator positions with which they are cross -muted. This feature is used when operator positions are located in the same dispatch site. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 CONSOLE -1 CONSOLE -1 CONSOLE -2 CONSOLE -2 CONSOLE -3 CONSOLE -3 CONSOLE -4 CONSOLE -4 - CONVENTIONAL CHANNEL 1 - SITE - CONSITE 1 - CONVENTIONAL CHANNEL 1 - SITE - CONSITE 1 - CONVENTIONAL CHANNEL 1 - SITE - CONSITE 1 - CONVENTIONAL CHANNEL 1 - SITE - CONSITE 1 VERSION #1.040 Lodi Police Department Five Position MCC7500 Console Upgrade 2. TEST Step 1. Verify Acoustic Crossmute is not configured for CONSOLE -1 and CONSOLE -2. Step 2. Select the CONVENTIONAL CHANNEL 1 resource on CONSOLE -1 and CONSOLE -2. Step 3. Without an Acoustic Crossmute configured, and the select speakers of CONSOLE -1 and CONSOLE -2 turned to maximum volume, initiate a call on CONVENTIONAL CHANNEL 1 using CONSOLE -1. Step 4. Confirm feedback is heard on the operator positions and the portable hears feedback on the channel. Step 5. Turn the volume to minimum on CONSOLE - 1 and CONSOLE -2 Step 6. Verify Acoustic Crossmute is configured for CONSOLE -3 and CONSOLE -4. Step 7. Step 8. Step 9. Select the CONVENTIONAL CHANNEL 1 resource on CONSOLE -3 and CONSOLE -4. With an Acoustic Crossmute configured, and the select speakers of CONSOLE -3 and CONSOLE -4 turned to maximum volume, transmit on CONSOLE -3. Verify no feedback is heard at CONSOLE -3 or CONSOLE -4 and that the portable does not hear feedback on the channel. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. tIO Motorola Solutions Confidential Restricted Acceptance Test Plan 3-9 MCC 7100/7500 Conventional Resources 3.1.10 Activity Log - Conventional 1. DESCRIPTION The MCC7100/7500 Console activity log will show all traffic for the resource assigned to that console to include the time, radio alias, Channel, PTT ID and Emergency Call. The dispatcher has the capability of selecting a logged call within in the "Activity Log Window" for instant transmit on the corresponding logged resource. This activity log can be logged to a text file for archival purposes. Note: The log file in the ops will only be seen if you first check Log Activity in Elite Admin application then in folder options uncheck hide hidden system files. The location will be c:\Program Data\MCC7500\MessageMonitorLogs. SETUP RADIO -1 — CONVENTIONAL CHANNEL 1 RADIO -2 — CONVENTIONAL CHANNEL 2 RADIO -3 — CONVENTIONAL CHANNEL 3 RADIO -4 — CONVENTIONAL CHANNEL 4 CONSOLE -1 — CONVENTIONAL CHANNEL 1, CONVENTIONAL CHANNEL 2, CONVENTIONAL CHANNEL 3, CONVENTIONAL CHANNEL 4 VERSION #1.060 Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted 2. TEST Step 1. Step 2. On CONSOLE -1 select the "Show Activity Log" button on the tool bar to open the Activity Log Window. Initiate calls on RADIO -1, RADIO -2, RADIO - 3 and RADIO -4 to log call information and verify calls are displayed in the activity log window. Step 3. Select a logged call in the Activity Log Window and verify that the Channel Control Window (CCW) at the top of the Activity log window changes to the corresponding resource. Verify the dispatcher is capable of responding via the instant transmit button. Step 4. Open the text file created by the Activity Log and verify call traffic has been archived to the document file. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3-10 MCC 7100/7500 Conventional Resources 2. TEST 3.1.11 ID Stacking 1. DESCRIPTION During normal call operation radio IDs are displayed in the resource window for a particular resource. These IDs are saved in a "Stack" and can be viewed to determine which radios made the previous calls. The stack size can be up to 10 IDs. This test is applicable to the Digital Conventional feature. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 RADIO -2 - CONVENTIONAL CHANNEL 1 RADIO -3 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.020 Lodi Police Department Five Position MCC7500 Console Upgrade Step 1. At CONSOLE -1 view the CONVENTIONAL CHANNEL 1 Resource Window. Step 2. Initiate calls from RADIO -1, RADIO -2 then RADIO -3 on CONVENTIONAL CHANNEL 1. Step 3. Scroll through the stack to see that the radio IDs are displayed in the order received. Step 4. Repeat steps 1-3 for a sample of the remaining OPs as needed. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3-11 MCC 7100/7500 Conventional Resources 2. TEST . i... u. a .^� 3.1.12 Status Request 1. DESCRIPTION Statuses are used to indicate the Radio operator's operational state (e.g. off duty). The information that will be displayed includes the radio alias, hour and minute time stamp, event state and the customer entered translation for the specific status. The Status Request service is supported from a Console using a Conventional channel. The Console will be updated when the Console initiates a Status Request from the resource window. There are sixteen unique statuses in the radio. Each status can have a sixty character text alias in the console data base. This test can be run using Digital Conventional or MDC1200 Channels. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.020 Lodi Police Department Five Position MCC7500 Console Upgrade Step 1. Initiate a status message from RADIO -1. Step 2. Verify CONSOLE -1 displays the proper Status text and the operator is audibly alerted to the status. Step 3. Using CONSOLE -1 choose the Status Request button on CONVENTIONAL CHANNEL 1. Select RADIO -1 from the list and send the request. Step 4. Verify the status text is displayed at CONSOLE -1 for the last status of RADIO -1. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3-12 MCC 7100/7500 Conventional Resources • --LTJ 3.1.13 Message Update 1. DESCRIPTION This test will demonstrate the Message Update service is supported on a MCC7100/7500 console using Conventional channel. The Console will be updated when the subscriber sends in a Message change. There are sixteen unique Messages in the radio. Each message can have a sixty character text alias in the console data base. This test can be run using Digital Conventional or MDC1200 Channels SETUP RADIO -1 - - CONVCH 1 CONSOLE -1 - CONVCH 1 Note: Program RADIO -1 for Message Update (Radio Status). Configure the system to match the Status Update aliases. VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade 2. TEST Step 1. Enable Message Update (Radio Message) on CONVENTIONAL CHANNEL 1. Step 2. Perform a Message Update from RADIO -1. From the soft menu on the subscriber select "MSG". Select a Message from the Radio's list. Push the PTT button Step 3. Verify that the message alias text is displayed at CONSOLE -1 for the code transmitted by the radio. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3-13 MCC 7100/7500 Conventional Resources 3.1.14 Radio Check 1. DESCRIPTION Radio Check allows the console operator to determine if a subscriber is operational or within range. The subscriber sends the acknowledgment that it has received the Radio Check. NOTE: The status/message line must be added to the Channel Control Window (CCW) of the resource in order for the "ACKNOWLEDGED" indication to be visible. This test can be run using Digital Conventional or MDC1200 Channels. SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade 2. TEST Step 1. Step 2. Step 3 - Step 4. Step 5. Step 6. Step 7. Using CONSOLE -1 select the CONVENTIONAL CHANNEL 1 Radio Resource. From the active Radio Resource select the Radio Check button. Enter the ID or alias of RADIO -1 in the Radio Check window. Click the "Send" button from the Radio Check window to initiate the Radio Check. Verify that "ACKNOWLEDGED" is shown on CONVENTIONAL CHANNEL 1's Channel Control Window. Turn off RADIO -1. Click the "Send" button from the Radio Check window to initiate the Radio Check on RADIO -1. Verify that an error message is logged: "Send Radio Check failed: Target not found." Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance Test Plan 3-14 MCC 7100/7500 Conventional Resources 2. TEST 3.1.15 Radio Disable/Enable 1. DESCRIPTION This test will demonstrate the Radio Disable/Enable service is supported from an MCC7100/7500 console using a Conventional channel. Once the radio is inhibited/disabled, the radio cannot be used to monitor voice channels or for any other radio user initiated activity. This test can be run using Digital Conventional or MDC1200 Channels SETUP RADIO -1 - CONVCH 1 CONSOLE -1 - CONVCH 1 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade Step 1. Verify that RADIO -1 can transmit and receive audio. Step 2. From the active Radio Resource on the console select the RADIO INHIBIT/DISABLE icon. Enter the ID or alias of RADIO -1. Click the "Send" button to initiate the RADIO INHIBIT/DISABLE. Step 3. Verify that RADIO -1 appears to be powered - down and unable to transmit or receive audio. Step 4. Send a Radio Check/Remote Monitor to RADIO -1 and verify that it can still receive and respond to a Radio Check/Remote Monitor but without providing any indication to the radio user. Step 5. From the active Radio Resource on the console select the RADIO UNINHIBIT/ENABLE icon. Enter the ID or alias of RADIO -1. Click the "Send" button to initiate the RADIO UNINHIBIT/ENABLE. Step 6. Verify that RADIO -1 appears to be powered - up and is able to transmit or receive audio. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. friD Motorola Solutions Confidential Restricted Acceptance Test Plan 3-15 MCC 7100/7500 Conventional Resources 2. TEST 3.1.16 Remote Monitor 1. DESCRIPTION This test will demonstrate the Remote Monitor service is supported from an MCC7100/7500 console using a Conventional channel. Remote Monitor from Console is a call type in which the console operator can select and remotely key a subscriber unit. This allows the dispatcher to monitor the transmit audio remotely and without detection. This test can be run using Digital Conventional or MDC1200 Channels SETUP RADIO -1 - CONVENTIONAL CHANNEL 1 CONSOLE -1 - CONVENTIONAL CHANNEL 1 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted Step 1. Put RADIO -1 into Remote Monitor via the Remote Monitor tile on the CONSOLE -1. Step 2. Verify that RADIO -1 keys up without any transmit indication. Step 3. Verify any audio is heard by RADIO -2 and CONSOLE -1. Step 4. Wait 30 seconds and verify that RADIO -1 dekeys. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Acceptance Test Plan 3-16 MCC 7100/7500 Conventional Resources 2. TEST Step 1. Key RADIO -1 on CONVCH-1. Communicate with CONSOLE -1. 3.1.17 Enhanced CCGW Analog Audio Logging 1. DESCRIPTION This test will demonstrate recording of the audio from the analog channel interface on the conventional channel gateway (CCGW). The enhanced CCGW will sum receive and transmit audio received on an analog conventional channel and deliver the summed audio to the audio logging output pins 3 and 6 of the second analog connector (9A to 9D or 13A to 13D) of the same analog conventional channel. SETUP The CCGW is either a Low Density Enhanced Conventional Gateway or a High Density Enhanced Conventional Gateway. A conventional channel, CONVCH-1, with an analog interface has been configured (analog, MDC 1200, mixed mode, or ACIM). The customer's audio recording device has been connected to the audio recording output pins 3 and 6 of the second analog connector for CONVCH-1 on the enhanced CCGW. Conventional RADIO -1 - CONVCH-1 CONSOLE -1 - CONVCH-1 VERSION #1.030 Lodi Police Department Five Position MCC7500 Console Upgrade Step 2. Key CONSOLE -1 on CONVCH-1. Communicate with RADIO -1. Step 3. Verify the audio from the previous two steps at the audio recording device. Pass Fail November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 12) Motorola Solutions Confidential Restricted Acceptance Test Plan 3-17 SECTION 4 WARRANTY AND MAINTENANCE PLAN Motorola has over 75 years of experience supporting mission critical communications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals, backed by proven processes, tools, and continuous training. 4.1 THE MOTOROLA SERVICE DELIVERY TEAM 4.1.1 Account Services Manager Your Motorola Account Services Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Account Services Manager (ASM) is responsible to oversee the execution of the Warranty and Service Agreement and ensure that Motorola meets its response and restoration cycle time commitments. The ASM will supervise and manage the Motorola Authorized Servicer's functions. 4.1.2 Motorola System Technologists The Motorola System Technologists (ST) are available to assist Motorola's Authorized Servicers when needed for network health and operations. Motorola has proven experience to deliver mission critical network support Extensive Experience—Motorola has over 75 years of experience supporting mission critical communications and the Public Safety community. - Capacity to Respond—Motorola's network of local service centers, repair depots, system support center and parts support enable Motorola to provide quick and effective service delivery. Flexibility and Scalability— Motorola's Support Plans are customized to meet individual Customer needs. Skills and Process—Motorola uses a well-established, structured, and disciplined approach to provide service delivery. Motorola's team of well-trained and committed people understands the communications technolo• business. 4.1.3 Motorola System Support Center Located in Schaumburg, Illinois, the System Support Center (SSC) is a key component to the overall management and system maintenance. As detailed in this Customer Support Plan, the following services are provided by the System Support Center: • Network Monitoring. • Dispatch Service. • Infrastructure Repair with Advanced Replacement. • Technical Support. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance Plan 4-1 4.1.4 Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians. They provide rapid response, repair, restoration, installations, removals, programming, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. Motorola places great emphasis on ensuring that communications systems, such as the one proposed for Lodi PD, meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post -warranty services as outlined in this section. 4.2 WARRANTY SERVICES Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. In addition to the Standard Commercial Warranty, the service products that comprise the Custom Warranty package mirror those delivered to Lodi PD and are listed below along with a brief description. 4.2.1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. 4.2.2 On -Site Infrastructure Response Motorola On -Site Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. 4.2.3 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment. • Remove dust and foreign substances. • Clean filters. • Measure, record, align and adjust equipment to meet original manufacturer's specifications. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Warranty and Maintenance Plan 4-2 This service is performed based on a schedule agreed upon between you and Motorola. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 4.2.4 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola -manufactured equipment, as well as equipment from third -party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of- the-art, industry -standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our IS09001 and TL9000-certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 4.2.5 Infrastructure Repair with Advanced Replacement Infrastructure Repair with our Advanced Replacement upgrade supplements your spares inventory with Motorola's centralized inventory of critical equipment. In advance of Motorola repairing the malfunctioning unit, a replacement unit is sent to you within 24 hours to ensure a spare unit is available. Upon receipt of the malfunctioning unit, Motorola repairs the unit and replace it in our centralized inventory. 4.2.6 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center (SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Support service translates into measurable, customer -specific metrics for assured network performance and system availability. 4.3 POST WARRANTY SERVICES As Motorola's continuing commitment to supporting your system, warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase either in "System Support Services" packages or as individual service offerings. These system support services significantly benefit Lodi PD because the system can be effectively supported after the warranty period, thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. Post -warranty support has not been included with this offering but can be provided upon request. Lodi Police Department Five Position MCC7500 Console Upgrade el Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Warranty and Maintenance Plan 4-3 4.4 SUMMARY Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your communications network. Motorola's goal is to provide Lodi PD with the qualified resources, to maintain and improve system operation and availability, and to deliver world-class service support. Warranty and Post Warranty Service support services to be delivered are outlined in Table 4-1. Table 4-1: Warranty and Post Warranty Service Overview Warranty and Post Warranty Service Overview Warranty Year Post Warranty Year Dispatch Service Included Optional On Site Infrastructure Response Included Optional Network Preventative Maintenance Included Optional Infrastructure Repair with Advanced Replacement Included Optional Technical Support Service Included Optional Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance Plan 4-4 SECTION 5 EQUIPMENT LIST This section lists the equipment necessary for the proposed solution. QTY NOMENCLATURE DESCRIPTION SINGLE ZONE CONV NON -RED CORE 1 SQMO1SUM0237 1 CA02259AA ADD: REDUNDANCY 2 CA01896AB ADD: BACKHAUL SWITCH 1 CA01663AB ADD: RACK 1 DSTSJ100BT SPD, RJ -48 8 PIN, 10/100 BASE T TSJ PROTECTS/PASSES ON ALL 8 PIN SQMO1SUM0205 GGM 8000 GATEWAY CA01616AA ADD: AC POWER 1 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 1 SQMO1SUM0239 MASTER SITE CONFIG UPGRADE 1 CA02105AA MCC7500/MCC7100 CONSOLE LIC 1 T7140 G -SERIES SOFTWARE UPGRADE 1 CA01246AA ADD: MCC 7500 CONV SITE UPGRADE 1 B1905 MCC 7500 ASTRO 25 SOFTWARE 5 B1933 MOTOROLA VOICE PROCESSOR MODULE 5 CA01642AA ADD: MCC 7500 BASIC CONSOLE FUNCTIONALITY SOFTWARE LICENSE 5 CA00140AA ADD: AC LINE CORD, NORTH AMERICAN 5 TT2833 COMPUTER, Z440 WORKSTATION WINDOWS 7 (NON RETURNABLE) 5 T7448 WINDOWS SUPPLEMENTAL FULL CONFIG 5 DSRMP615A SPD, TYPE 3, 120V RACK MOUNT, 15A PLUG-IN W/ (6) 15A NEMA 5-15 OUTLETS 10 B1912 MCC SERIES DESKTOP SPEAKER 5 B1914 MCC SERIES DESKTOP GOOSENECK MICROPHONE 10 B1913 MCC SERIES HEADSET JACK 5 RLN6098 HDST MODULE BASE W/PTT, 15' CBL 5 DSTWIN6328A PROVIDES ONE DUAL PEDAL FOOTSWITCH FOR USE WITH MOTOROLA MCC 7500 DISP 5 T7885 MCAFEE WINDOWS AV CLIENT 5 DDN2089 DUAL IRR SW USB HASP WITH LICENSE (V47) 5 DDN2134 SOUND BLASTER AUDIGY FX PCIE SOUND CARD 5 CDN6673 CREATIVE LABS INSPIRE A60 1 CLN1856 2620-24 ETHERNET SWITCH 1 TRN7343 SEVEN AND A HALF FOOT RACK 1 DSTSJ100BT SPD, RJ -48 8 PIN, 10/100 BASE T TSJ PROTECTS/PASSES ON ALL 8 PIN 1 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FOR TSJ AND WPH SERIES DATA SPDS 1 BVN1013 MKM 7000 CONSOLE ALIAS MANAGER SOFTWARE 2 SQMO1SUM0205 GGM 8000 GATEWAY Lodi Police Department Five Position MCC7500 Console Upgrade 12 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment List 5-1 QTY NOMENCLATURE DESCRIPTION ADD: AC POWER 2 CA01616AA 2 CA02141AA ADD: LOW DENSITY ENH CONV GATEWAY 4 CLN1493 FRU WIRELINE BD COMP. CAI FC 4 CLN1185 FRU V.24 WIRELINE INTFC 1 B1934 MCC 7500 VOICE PROCESSOR MODULE FRU 1 TT2833 COMPUTER, Z440 WORKSTATION WINDOWS 7 (NON RETURNABLE) 1 T7448 WINDOWS SUPPLEMENTAL FULL CONFIG 1 CLN1856 2620-24 ETHERNET SWITCH 1 TYN4001 FRU: GGM 8000 BASE MODULE 1 TYN4012 FRU: GGM 8000 LD ENH CONV GATEWAY MODULE Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Equipment List 5-2 SECTION 6 PRICING Motorola is pleased to provide the following equipment and services to Lodi Police Department: Equipment and Services Pricing Lodi PD Dispatch Equipment $268,199 Lodi PD Dispatch HGAC Equipment Discount ($42,348) Lodi PD Discounted Dispatch Equipment $225,851 Lodi PD Dispatch System Implementation $312,398 Lodi PD Dispatch Equipment Tax $24,138 Lodi PD Dispatch System Total $562,387 6.1 PAYMENT TERMS Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 20% of the System Total due upon contract execution; 50% of the System Total due upon shipment of equipment; 20% of the System Total due upon installation of equipment; 5% of the System Total due upon system acceptance or start of beneficial use; and 5% of the System Total due upon Final Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site -by -site basis, when applicable. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing 6-1 SECTION 7 CONTRACTUAL DOCUMENTATION Communications System Agreement Motorola Solutions, Inc. ("Motorola") and Lodi Police Department ("Lodi PD") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C-1 "System Description" dated 11/20/15 C-2 "Equipment List" dated 11/20/15 C-3 "Statement of Work" dated 11/20/15 C-4 "Acceptance Test Plan" or "ATP" dated 11/20/15 C-5 "Project Timeline" dated 11/20/15 Exhibit D Service Statement(s) of Work and "Service Terms and Conditions" (if applicable) Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.3. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine - recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Contractual Documentation 7-1 2.4. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.5. "Effective Date" means that date upon which the last Party executes this Agreement. 2.6. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. 2.7. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.8. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.9. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.10. "Non -Motorola Software" means Software that another party owns. 2.11. "Open Source Software" (also called "freeware" or "shareware") means software that has its underlying source code freely available to evaluate, copy, and modify. 2.12. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.13. "Software" means the Motorola Software and Non -Motorola Software, in object code format that is furnished with the System or Equipment. 2.14. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.15. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.16. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.17. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.18. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Lodi Police Department Five Position MCC7500 Console Upgrade e) Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Contractual Documentation 7-2 Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale. MOL registration and other information may be found at http:/!www.rnotorola.com/businessandgovernmenil and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non -Motorola Software. Non -Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. rib' Motorola Solutions Confidential Restricted Contractual Documentation 7-3 option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $ 5Z[Q, 5134- If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. INVOICING SD SHIPP � ADD1:14 Invoices will be sent to the Customer at the following address: m The city w ich is the ultimate destination where the Equipment will be delivered to Customer is: The Equipment will be shipped to he Cu torner at the following address (insert if this information is known). ,f5r� l 1m GtLoeb 45 b Customer may change this information by giving written notice to Motorola. Lodi Police Department Five Position MCC7500 Console Upgrade 0 Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Contractual Documentation 7-4 Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola will inspect the work site and advise Customer of any apparent deficiencies or non -conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS -222 in effect on the Effective Date. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. ira Motorola Solutions Confidential Restricted Contractual Documentation 7-5 Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. CDMotorola Solutions Confidential Restricted Contractual Documentation 7-6 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FORA PARTICULAR PURPOSE. Section 10 DELAYS 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re -mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-7 confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non -defaulting Party any of its Confidential Information. If Customer is the non -defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third - party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. 110 Motorola Solutions Confidential Restricted Contractual Documentation 7-8 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Product; (b) replace or modify the Product so that it becomes non -infringing while providing functionally equivalent performance; or (c) accept the return of the Product and grant Customer a credit for the Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Product; (c) Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Product by a party other than Motorola; (e) use of the Product in a manner for which the Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-9 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non -Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-10 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Attn: fax: a160. Owe .i,f4i li a• wit) fax: (,M) tJu r t' J Pg 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non -Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Customer By: By: Name: Name: Title: Title: Date: Date: Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted .44tignmori as to tom Deputy City Attorney November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Contractual Documentation 7-11 Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and Lodi Police Department ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de - compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre -loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-12 Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Lodi Police Department Five Position MCC7500 Console Upgrade Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Contractual Documentation 7-13 Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally -equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-14 Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. Lodi Police Department Five Position MCC7500 Console Upgrade November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-15 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Lodi Police Department Five Position MCC7500 Console Upgrade Nilo-woeNilo-woe At to tom & :;l City ktsvuty November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Contractual Documentation 7-16 Exhibit E System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Solutions Representative: Signature: Signature: Print Name: Print Name: Title. Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Solutions Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Lodi Police Department Five Position MCC7500 Console Upgrade (2 Motorola Solutions Confidential Rcstrictr=d November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Contractual Documentation 7-17 SECTION 8 OUR COMMITMENT Motorola products are growing and changing, as they have over the years, and Motorola's drive for excellence has strengthened and intensified. From the five -pound Handie-TalkieTM radio to the lightweight models of today, Motorola has been the leading provider of two-way radio services to public safety, government, transportation, utility, and manufacturing enterprises. Motorola changed the way the world communicates, from the introduction of the DynaTAC cell phone in 1983 to today's sleek handsets and innovative technology for mobile telephone service. It is also a key supplier of integrated systems for automobiles, portable electronic devices, and industrial equipment. Throughout its history, Motorola has transformed innovative ideas into products that connect people to each other and the world around them. Moving forward, the company strives to keep its commitment of make things better and life easier, to make sound recommendations that will guide you in linking your current and future communication needs and objectives with technology's ever - evolving promise. Upon request, your Motorola account executive can provide a proposal tailored to meet your total solution needs. Lodi Police Department Five Position MCC7500 Console Upgrade (V Motorola Solutions Confidential Restricted November 20, 2015 Use or disclosure of this proposal is subject to the restrictions on the cover page. Our Commitment 8-1 SOLUTION DATA SHEET ASTRO 25 SCALABLE K CORE CONVENTIONAL SYSTEM ASTRO 25 SCALABLE K CORE CONVENTIONAL SYSTEM Meet your conventional system needs today while setting the foundation for tomorrow. IT'S TIME TO EMPOWER YOUR NETWORK, NOT REPLACE IT Agencies of all sizes are feeling the heat. Their current radio systems simply can't meet today's expectations. Radio users are requesting capabilities like GPS location, text messaging and database queries. Federal grant money is only available for Project 25 (P25) capable equipment. Everyone is talking about narrowbanding. For too long, agencies thought they'd have to entirely replace their networks. Motorola offers an alternative. Now you can empower your conventional analog and P25 digital conventional network instead of replacing it. P25 CONVENTIONAL SOLUTIONS THAT SUPPORT: • Analog, mixed mode, or digital channels • Repeater, simulcast, multicast or voting topologies • Reuse of fielded RF equipment RADIOS • Bands: 800 MHz, VHF, UHF PORTABLES AND MOBILI PHASED SYSTEM REFRESH Upgrade your existing system to an IP based solution as budgets allow: • Upgrade existing consoles to an MCC 7500 or MCC 7100 IP Dispatch Console • Reuse existing analog or circuit based RF equipment • Replace or expand your RF channels as needed with an analog or digital solution 1 MCC 7500 AND MCC 7100 JP DISPATCH C1r1SOIES MICOR MSF, G -SERIES OUANTAR IPCONVENTFONAL CONVENTIONAL RF SITES EF SITES SOLUTION DATA SHEET ASTRO 25 SCALABLE K CORE CONVENTIONAL SYSTEM NEW ANALOG CONVENTIONAL PLATFORM K CORE CAPACITY • 1 - 25 Site System • 50 channels • Up to 20 IP Dispatch Console positions OPTIONAL FEATURES • ASTRO® 25 Integrated Data and Data Applications Portfolio — Over the Air Rekeying (OTAR) — Over the Air Programming (OTAP) — Advanced Text Messaging Solution — Outdoor Location — MACH Alert Fire Station Automation and Alerting • High Availability through redundant configurations • Encryption • NICE® Voice Logging Solution • MOSCAD LAY A STRONG FOUNDATION FOR THE FUTURE OF YOUR COMMUNICATIONS These flexible systems give you the option to add more sites, more equipment, more types of channels and more features as your needs evolve. You will be able to link to other networks for mutual aid and join regional or statewide networks, When you're working with an ASTRO 25 platform, you have a system you can't outgi ow. MCC 7100 IP DISPATCH CONSOLE • The newest IP Dispatch Console from Motorola • Installs on a PC, laptop or Windows® 7 tablet • Operates an wired or wireless networks — Inside and outside the ASTRO 25 radio network — Delivers Project 25 (P25) encrypted voice communications — Manages trunked and conventional radios • Uses the familiar and proven MCC 7500 IP Console GUI for reduced training needs • Quickly expand mobile work force communications for: — Special events — Backup dispatch centers — Emergency Operation Centers — On scene incident command — Remote senior staff and other approved users ...1 MCC 7500 IP DISPATCH CONSOLE • Upgrade your existing console to an IP based solution • Supports analog and digital conventional features • Efficient, proven, easy to use GUI • Secure end to end encryption SOLUTION DATA SHEET ASTRO 25 SCALABLE K CORE CONVENTIONAL SYSTEM GTR 8000 BASE RADIO AND GPW 8000 RECEIVER FOR ANALOG CONVENTIONAL An analog conventional base radio that is future proofed to handle the LMR technology changes of the next 10-20 years; software upgradable to: • Analog 12.5kHz/25kHz e P25 Phase I Trunking and Conventional (FDMA and LSM) • High Performance Data (HPD) • P25 Phase 11 Trunking TDMA Conventional P25 Compliant Linear Simulcast Modulation Linear Simulcast Modulation can be used for simulcast or non -simulcast base radios to provide enhanced coverage over standard P25 C4FM (Continuous 4 level FM) MLC 8000 ANALOG CONVENTIONAL COMPARATOR FOR CIRCUIT WIRELINE AND IP CONNECTIVITY A versatile, compact product platform that allows gradual migration from circuit to IP networks. • Analog simulcast and non -simulcast voting systems 1, Retire leased line circuits and realize the savings of IP connectivity • Directly interfaces to exisiting 4 -wire base radio and receiver equipment at the remote RF sites Motorola offers several Point -to -Point (PTP) solutions that provide reliable IP connectivity from comparator to remote sites ASTRO° 25 ADVANCED MESSAGING SOLUTION Users can quickly send and receive messages and run database queries directly from their data -enabled Motorola two-way radios to make on -the -spot decisions and freeing air time for critical voice communications. With the Microsoft Windows® based Advanced Messaging Solution Smart Client, users can run queries from desktops and laptops and exchange messages with radio users and other SMTP email users. • Send and receive text messages with other radio and SMTP email users e Automatically receive dispatch information and BOLOs • Remotely update status • Run CJIS compliant queries • Audible and visual alerts notify users when information arrives ✓f Content adapted for radio capability • Up to 150 pre -definable messages for quick and easy responses e Pre -defined address lists or user ID entry speeds message creation SOLUTION DATA SHEET ASTRO 25 SCALABLE K CORE CONVENTIONAL SYSTEM For more information about ASTRO' 25 solutions and the scalable core configurations, please contact your Motorola representative or visit motorolasolutions.com/ASTR025, Motorola Solutions, Inc, 1301 E. Algonquin Road, Schaumburg, Illinois 60196 USA. motorolasolutions.com MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2013 Motorola Solutions, Inc. All rights reserved. 03-26-2014A MOTOROLA PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE r r� �t at Es CONSTANT COMMUNICATION WHEN IT MATTERS MOST ASTRO®25 MCC 7500 IP DISPATCH CONSOLE Designed to ensure optimal -quality audio, reliable communication and ease of use for dispatchers, the MCC 7500 IP Dispatch Console operator positions connect directly to the ASTRO 25 system for communication with both trunked and conventional radios, and for all other dispatch activity. Integration of the MCC 7500 Console positions with the ASTRO 25 system enables full participation in end-to-end voice encryption for secure communication, priority handling of emergency calls and agency partitioning. Each console is centrally configured and managed from the network manager, providing vital efficiency. EASY TO USE, FLEXIBLE, AND CUSTOMIZABLE USER INTERFACE Featuring the Elite Graphical User Interface (GUI), which has been refined and proven through years of use in mission critical dispatch operations, the MCC 7500 Console eases migration and minimizes user training requirements. The intuitive and familiar GUI is based on Microsoft Windows° and uses easily recognized icons and aliases. The GUI's powerful customization capabilities enable the colors, sizes and locations of resources on the screens to be tailored to best meet each individual user's needs. Designated folders organize resources for flexibility in handling responsibilities from shift to shift and increased efficiency in responding to events and incidents. Trunked and conventional radio channels are customizable with various controls, such as patch status, frequency select, coded/clear select and individual volume control, based on user preferences. Per -channel controls can be fully or partially shown, or hidden to save space on the screen. Busy dispatchers can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user(s). Telephone resources are accessed and easily patched with radio resources within the MCC 7500 Dispatch Console's GUI, eliminating the cost of having additional telephone equipment at the dispatch position and speeding communications between systems. The status of auxiliary inputs and outputs is conveniently interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. KEY INTEROPERABILITY FEATURES Agency Partitioning Multiple agencies can share a system to gain interoperability and cost savings benefits, while still maintaining control of their own channels, encryption keys, console configuration and more. PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE Priority for Emergencies Transmit Priority Levels provide an orderly and consistent method for ensuring higher priority transmissions are able to take over resources from lower priority transmissions. Optimized Patch Functionality MCC 7500 Console users can patch communications between trunked and/or conventional radios that are normally unable to communicate with each other. Patched radio users see the ID or alias of the other patched radio(s), as opposed to that of the console. This minimizes confusion and the need for the dispatcher to intervene in the call. Patches are automatically re- established if interrupted so the MCC 7500 Console user can concentrate on continuing operations. Enhanced Secure Operation Encryption and decryption services within each dispatch operator position enable dispatchers to fully participate in secure communications while keeping the sensitive, vital information completely encrypted between the dispatcher and the radio users. Dispatchers can interface with agencies that have different encryption configurations without any manual intervention or delay. Up to 60 calls using up to six different algorithms and multiple secure keys can be supported simultaneously. To help reduce dispatcher stress and potential errors when managing encrypted audio situations, indicators and alerts are provided when the console mode does not match that of a received call, as well as when a patch or multi -select group is being set up between a mix of clear and secure channels. MCC 7500 CONSOLE SOLUTION COMPONENTS MCC 7500 Console Operator Position MCC 7500 Console operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch is performed within each software -based operator position, without additional centralized electronics. MCC 7500 Consoles function as integrated components of the total radio system, enabling full participation in system level features such as end-to-end encryption and agency partitioning. Operator position hardware consists of a monitor, personal computer, keyboard and mouse/trackball/ touchscreen, speakers, audio accessories and a Voice Processor Module (VPM). The VPM allows analog devices to be connected to the digital console. The low -profile VPM can be rack mounted, furniture mounted or placed on the desktop. The MCC 7500 Console does not require separate configuration or performance management equipment. The console system is configured and managed by the radio system's configuration manager, fault manager and performance reporting applications to provide the customer with a single point for configuring and managing the entire radio system. Changes are automatically distributed throughout the system. This centralized approach saves valuable time and effort for system administrators and technicians. Aliases for Radio PTT IDs may be managed both locally and centrally in the same system to provide agencies sharing an ASTRO 25 radio system with the flexibility to meet their alias management needs. CONVENTIONAL GATEWAY The Conventional Channel Gateway (CCGW) enables both analog and digital channels to interface with MCC 7500 Consoles with no need for a separate hardware network and channel banks. Conventional calls are transported between the dispatch operator positions and CCGWs on the same IP network as trunked calls. A CCGW provides 2-wire/4-wire analog ports for analog channels, V.24 ports for older ASTRO 25 conventional channels and IP connectivity for current architecture ASTRO 25 conventional channels. Enhanced digital control of consolettes can be achieved by using a combination of analog and V.24 ports. CCGWs are available in two capacities. The standard density CCGW supports up to eight "port based" channels and up to sixteen "IP based" channels for a total of twenty four channels. The high density CCGW supports up to sixteen "port based" channels and up to sixteen "IP based" channels for a total of thirty two channels. The 2-wire/4-wire analog ports support tone remote and ear and mouth (E&M) station control. The V.24 ports and IP connections support digital station control while a combination of analog and V.24 ports support enhanced digital control of consolettes. The CCGW also supports simple analog, MDC 1200 analog, digital -only and mixed -mode analog/digital channels. AUXILIARY INPUT/OUTPUT SERVER The auxiliary input/output server enables console operators to control and monitor external devices, such as doors and lights, from the console user interface. Since the MCC 7500 Console does not rely on centralized electronics, contact closures and input buffers required to interface to these devices are housed in Remote Terminal Units (RTUs). These RTUs can be physically located close to where they are needed or at any console or radia frequency (RF) site. The dispatch consoles and RTUs communicate with each other across the radio system's IP transport network. ARCHIVING INTERFACE SERVER (AIS) The AIS is a digital logging interface, comprised of a personal computer and a voice processor module (VPM). Each AIS works with an IP -based logging recorder. Audio and call control information is sent across the IP network between the AIS and recorder. Highly configurable, the MCC 7500 Console logging solution includes: 9 Recorded audio quality equivalent to audio heard at console position ® Information associated with radio calls recorded in addition to the call audio. PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE • Dispatcher- and radio -initiated events on radio channels (such as changing the frequency, sending an alarm) are recorded. • Recorder capacity based on the number of radio transmissions needed to record simultaneously, not on the number of channels it may record. • Agency partitioning, enhancing control over which resources are recorded by what agency or department. • Security and fault management centralized at the radio system's network manager. SPECIFICATIONS CONSOLE TELEPHONY MEDIA GATEWAYS Media gateways are used to provide dispatchers with access to analog POTS and/or T1/E1 phone lines directly from their MCC 7500 Console positions. The Session Initiation Protocol (SIP) is used to communicate with the media gateways across the console IP network. A rich set of telephony features is supported by the media gateways, enabling dispatchers to do their jobs more effectively and efficiently. System Compatibility ASTRO° 25 System and Premier0ne'" CAD Application Vocoder Algorithms supported AMBE, IMBE, ACELP, G.728, G.711 Encryption Algorithms supported AES (256 bit), DES-OFB, DVI -XL. ADP (Advanced Digital Privacy), DES -XL, DVP-XL Monitor requirements With Mouse or Trackball 17" minimum, 20" recommended Touchscreen 20" minimum Voice Processor Module (VPM) connections Connector type RJ45 DB15 Device One desktop microphone, eight desktop speakers, one local logging recorder, one radio instant recall recorder, one console telephony instant recall recorder, one external telephone set, one external paging encoder, one footswitch Two headset jacks connectors VPM mounting options EIA 19" rack mount, console furniture mount, Desktop — supports monitor up to 80 lbs VPM audio inputs and outputs 600 Ohm, balanced and transformer coupled (except for microphone which is 2000 Ohm, balanced, and does not use a transformer) Speaker Mounting Options Desktop, furniture mount, or wall mount (with bracket accessory) Dispatch Console Cable Lengths VPM to Speaker cable VPM to Headset Jack cable Headset Jack Extension cable VPM to Microphone cable VPM to Footswitch cable 10.1 feet (3.09 meters) standard 6 feet 11.8 meters) standard 6 feet (1.8 meters) standard 10 feet (3,05 meters) standard 10 feet (3.05 meters) standard Supported Console Site Fractional T1/E1, Single T1/E1, Multiple T1 /E1 s Link types Redundant and non -redundant versions IP site links MCC 7500 Dispatch Console Capacities Up to 60 simultaneous audio sessions per operator position Up to 60 simultaneous encryption/decryption sessions per secure capable operator position Up to 3 Multi -Select groups per operator position (with up to 20 members per Multi -Select group) Up to 16 Patch groups per operator position (with up to 20 members per Patch group) Up to 160 resources per operator position Conventional Channel Gateway Rack mountable, 1 rack unit high Ti 61, T2R2, T4R4, T8R8, T12612, T14R14 channels Simple analog, MDC 1200 analog, pure digital, mixed mode (analog/digital) channels, consolettes Standard density CCGWs provide interfaces for up to four analog conventional channels High density CCGWs provide interfaces for up to eight analog conventional channels Each analog conventional channel interface contains the following inputs and outputs • 600 Ohm, balanced analog audio input - To accept radio audio from the channel. Can be configured to support AGC, DLM, or no input conditioning. 600 Ohm, balanced analog audio output - To send console transmit audio to the channel 600 Ohm, balanced analog audio output -To send console transmit and radio receive audio to a logging recorder • 1 Amp, 24 VDC relay output - For relay keying of the channel Input buffer - To detect Carrier Operated Relay (COR) closure in the channel Input buffer - To detect Line Operated Busy Light (LOBL) closure in the channel Input buffer - To detect Coded/Clear closure on an Advanced Securenet channel Standard density CCGWs provide interfaces for up to four V.24 based ASTRO 25 conventional channels High density CCGWs provide interfaces for up to eight V.24 based ASTRO 25 conventional channels V.24 to station or comparator. No Digital Interface Unit (DIU) required. Standard density CCGWs can support up to 24 conventional channels simultaneously ( four analog +four V.24 based ASTRO 25 conventional + sixteen IP based ASTRO 25 conventional) High density CCGWs can support up to 32 conventional channels simultaneously ( eight analog + eight V.24 based ASTRO 25 conventional + sixteen IP based ASTRO 25 conventional) PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE SPECIFICATIONS Auxiliary Input/Output Server Hardware A simplified, user-friendly version of the MOSCAD SDM 3000 RTU is used to support most Aux I/O needs The output relays are capable of switching 1A © 24VDC or 1A @ 24VAC. Input buffers are capable of sensing a dry closure through 1000 feet or less (round trip) of 24 AWG wire. The RTU provides single pole Form A relay outputs. (Double pole, Form B or Form C relays must be implemented using external relays which are controlled by the RTU relays.) Auxiliary Input/Output Capacities Number of Output Relays Number of Input Buffers Single SDM 3000 RTU 16 48 Single SDM 3000 RTU 32 96 with 1 expansion chassis Single SDM 3000 RTU 48 144 with 2 expansion chassis Auxiliary Input/Output Mounting Each SDM 3000 RTU and each SOM 3000 RTU Expansion Chassis is rack mountable in a standard 19 inch rack and is one rack unit high. Console Telephony Media Gateway The POTS version gateway supports up to eight analog POTS lines. The El/T1 version gateway supports up ta two El or two T1 connections. Each gateway is rack mountable in a standard 19 inch rack and is 1 rack unit high. SIZE AND WEIGHT Device Height Width Depth Weight VPM 1.75 in 144.5 mm( 16.9 in (430 mm( 12.3 in (312 mm( 3.6 lbs (1.6 kg) Speaker 4.9 in (124 mm) 4 in (102 mm( Without bracket: 3.5 in (B9 mm) With bracket: 5.8 in (146 mm) Headset Jack 0.7 lbs (0.3 kg) 1.6 in (41 mml 5 in (127 mm) 6 in (152 mm( 1.2 Ibs(0.5 kg) Microphone Gooseneck at 90°: 4.5 in (114 mm) Gooseneck at 180°: 21.8 in 1552 mm( 4.8 in (121 mm) 6.6 in (168 mm) 2.4 lbs (1.1 kg) POWER AND CONSUMPTION THERMAL Device Power Input Thermal Output VPM Speaker 0.4 Amps at 120VAC 171 BTUs/hour 0.2 Amps at 240VAC Add 0.05 Amps per speaker to VPM power Input at120VAC (0.025 Amps at 240VAC) Add 15 BTUs/hour per speaker to VPM thermal output Headset Jack & Microphone negligible negligible CERTIFICATIONS The various hardware elements of the Motorola MCC 7500 IP Dispatch Console product line are certified to meet the requirements for CSA and CE. Safety CSA 60950-1-03 EN60950-1 2001 EMC Emissions & Immunity FCC part 15 Class A ICES -003 EN55022 1998 + A1: 2001 + A2:2003 (CISPR-22 Class AI EN55024 + A1:2001 + A2:2003 EN61000.3-2 2000 EN61000-3-3 1995 + A1:2001 Energy Efficiency International Energy Efficiency Level V (PVM power supply only) Motorola Solutions, Inc. 1301 E,.Algonquin Road, Schaumburg, Illinois 60196 U.S.A. motorola.com/dispatch MOTOROLA, MOTO, MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. Microsoft and Windows are registered trademarks of Microsoft Corporation in the United States and other countries. All other trademarks are the property of their respective owners. © 2012 Motorola Solutions, Inc. All rights reserved. R3 -13-2013C 40 MOTOROLA LODI POLICE DEPARTMENT 21 MARCH 2016 MCC7500 DISPATCH CONSOLES MAINTENANCE PLAN MOTOROLA The design, technical, pricing, and other information ("Information") fumished with this submission is proprietary information of Motorola Solutions, Inc. ("Motorola") and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. SYMBOL is a trademark owned by Symbol Technologies, Inc., which is a wholly owned subsidiary of Motorola Solutions, Inc. All other trademarks are the property of their respective owners. © 2013 Motorola Solutions, Inc. All rights reserved. TABLE OF CONTENTS Section 1 Maintenance Plan 1-1 1.1 The Motorola Service Delivery Team 1-1 1.1.1 Customer Support Manager 1-1 1.1.2 Motorola System Technologists 1-1 1.1.3 Motorola System Support Center 1-1 1.1.4 Motorola Local Service Provider 1-2 1.1.5 Dispatch Service 1-2 1.1.6 On -Site Infrastructure Response 1-2 1.1.7 Network Preventative Maintenance 1-2 1.1.8 Infrastructure Repair 1-2 1.1.9 Infrastructure Repair with Advanced Replacement 1-3 1.1.10 Technical Support Service 1-3 1.2 Post Warranty Maintenance Services 1-3 1.3 Summary 1-3 QMotorola Solutions Confidential Restricted Table of Contents i SECTION 1 MAINTENANCE PLAN Motorola has over 75 years of experience supporting mission critical communications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals, backed by proven processes, tools, and continuous training. 1.1 THE MOTOROLA SERVICE DELIVERY TEAM 1.1.1 Customer Support Manager Your Motorola Customer Support Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Customer Support Manager (CSM) is responsible to oversee the execution of the Warranty and Service Agreement and ensure that Motorola meets its response and restoration cycle time commitments. The CSM will supervise and manage the Motorola Authorized Servicer's functions. 1.1.2 Motorola System Technologists The Motorola System Technologists (ST) are available to assist Motorola's Authorized Servicers when needed. Motorola has proven experience to deliver mission critical network support Extensive Experience—Motorola has over 75 years of experience supporting mission critical communications and the Public Safety community. Capacity to Respond—Motorola's network of local service centers, repair depots, system support center and parts support enable Motorola to provide quick and effective service delivery. Flexibility and Scalability— Motorola's Support Plans are customized to meet individual Customer needs. Skills and Process—Motorola uses a well-established, structured, and disciplined approach to provide service delivery. Motorola's team of well-trained and committed people understands the communications technology business. 1.1.3 Motorola System Support Center Located in Schaumburg, Illinois, the System Support Center (SSC) is a key component to the overall management and system maintenance. As detailed in this Customer Support Plan, the following services are provided by the System Support Center: • Network Monitoring • Dispatch Service • Infrastructure Repair with Advanced Replacement • Technical Support © Motorola Solutions Confidential Restricted Maintenance Plan 1-1 1.1.4 Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians. They provide rapid response, repair, restoration, installations, removals, programming, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. Motorola places great emphasis on ensuring that communications systems, such as the one proposed for Lodi Police Dept., meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post - warranty services as outlined in this section. 1.1.5 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. 1.1.6 On -Site Infrastructure Response Motorola On -Site Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola's System Support Center contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. 1.1.7 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment • Remove dust and foreign substances • Clean filters • Measure, record, align and adjust equipment to meet original manufacturer's specifications This service is performed based on a mutually agreed schedule. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 1.1.8 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola -manufactured equipment, as well as equipment from third -party infrastructure equipment that Motorola has provided. All repair 1-2 Maintenance Plan Motorola Solutions Confidential Restricted 0 management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of- the-art, industry -standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our IS09001 and TL9000-certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 1.1.9 Infrastructure Repair with Advanced Replacement Infrastructure Repair with Advanced Replacement supplements your spares inventory with Motorola's centralized inventory of critical equipment. In advance of Motorola repairing the malfunctioning unit, a replacement unit is sent to you within 24 hours to ensure a spare unit is available. Upon receipt of the malfunctioning unit, Motorola repairs the unit and replaces it in our centralized inventory. 1.1.10 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center (SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Support service translates into measurable, customer -specific metrics for assured network performance and system availability. 1.2 POST WARRANTY MAINTENANCE SERVICES As Motorola's continuing commitment to supporting your system, warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase in "System Support Services" package offerings. These system support services significantly benefit Lodi Police Dept. because the system can be effectively supported after the warranty period, thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. 1.3 SUMMARY Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your communications network. Motorola's goal is to provide Lodi Police Dept. with the services and qualified resources, to maintain and improve system operation and availability, and to deliver world-class service support. Years 2-7 Maintenance Service support services are outlined in Table 1-1 and 1-9. 42 Motorola Solutions Confidential Restricted Maintenance Plan 1-3 Table 1-1: Years 2-7 Services Overview Years 2-7 Maintenance Service Overview Dispatch Service Optional Maintenance Services Available for Years (2-7) Optional On Site Infrastructure Response Optional Network Preventative Maintenance Optional Infrastructure Repair with Advanced Replacement Optional Technical Support Service Optional Table 1-9: Years 2-7 Services Pricing Overview STANDARDIZED SERVICES YEAR 2 YEAR 3 YEAR 4 YEAR 5 YEAR 6 YEAR 7 Dispatch Service $978.81 $978.81 $978.81 $978.81 $978.81. $978.81 OnSite Infrastructure Response Service $15.162.71 $15.920.85 $16,716.89 $17,552.73 $18,430.37 $19,351.89 Network Preventative Maintenance $1,770.76 $1,859.30 $1,952.27 $2,049.88 $2,152.37 $2.259.99 Infrastructure Repair Wl Adv Repl Service $7,083.05 $7,437.20 $7.809.06 $8.199.52 $8,609.49 $9,039.97 Technical Support $2.313.56 $2,429.24 $2,550.70 $2,678.23 $2,812.15 $2.952.75 Total Maintenance Services Pricing $27,308.90 $28,625.40 $30,007.73 $31,459.18 $32,983.20 $34,583.42 ppPriwd vx to ort Deputy City Attereey 1-4 Maintenance Plan Motorola Solutions Confidential Restricted VV INDEX TO LEGAL DOCUMENTS NON-BANK QUALIFIED, NON -APPROPRIATION -BASED, ESCROW FUNDED TAX-EXEMPT DISPATCH CONSOLE PROJECT EQUIPMENT LEASE -PURCHASE AGREEMENT DATED JUNE 22, 2016 BY AND BETWEEN HOLMAN CAPITAL CORPORATION AND CITY OF LODI Lease Documents: Tab 1: Dispatch Console Project Equipment Lease -Purchase Agreement; Tab 2: Exhibit A — Equipment Schedule; Tab 3: Exhibit B — Notice and Acknowledgment of Assignment; Tab 4: Exhibit C-1 — Insurance Coverage Request; Tab 5: Exhibit C-2 — Self -Insurance Rider (if applicable); Tab 6: Exhibit D — Essential Use Certificate; Tab 7: Exhibit E — Incumbency Certificate; Tab 8: Exhibit F — Opinion of Lessee's Counsel; Tab 9: Exhibit G —Intentionally Omitted Tab 10: Exhibit H — Post Issuance Tax Compliance Procedures; Tab 11: Exhibit I — Escrow Agreement; Tab 12: Resolution of Lessee; Tab 13: UCC -1 Financing Statement with attached Schedule A (to be filed by the Investor); Tab 14: Form 8038-G; Tab 15: Closing Memorandum/Payment Proceeds Direction; and Assignment Documents (Lessor and Investor Only: Tab 16: Assignment Agreement with Schedule A thereto. im Capital HOLMAN CAPITAL CORPORATION City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 1 of 11 June 22, 2016 DISPATCH CONSOLE PROJECT EQUIPMENT LEASE -PURCHASE AGREEMENT 1. Agreement. Subject to the terms and conditions contained in this Dispatch Console Project Equipment Lease -Purchase Agreement dated June 22, 2016 (this "Lease Agreement"), HOLMAN CAPITAL CORPORATION, as lessor ("Lessor"), whose mailing address is 29883 Santa Margarita Parkway, Suite 100, Rancho Santa Margarita, CA 92688, hereby purchases from and agrees to sell, transfer and lease back to the CITY OF LODI, as lessee ("Lessee"), whose mailing address is 221 W. Pine Street, Lodi, CA 95240, and Lessee hereby sells to and agrees to acquire, purchase and lease back from Lessor, the items of personal property (together with any replacement parts, additions, substitutions, repairs or accessories now or hereafter incorporated in or affixed to it, hereinafter referred to collectively as the "Equipment") described in Exhibits A-1 and A-2 attached hereto. The Lease Agreement and Equipment Schedule shall constitute the "Lease." 2. Term. The term of this Lease (the "Lease Term") begins as of the Commencement Date stated in Exhibit A and shall continue so long as any amounts remain unpaid hereunder. The Lease Term will terminate upon the first to occur of: (a) the exercise by Lessee of the option to purchase the Equipment pursuant to Paragraph 10, (b) Lessor's election to terminate this Lease pursuant to Paragraph 16, (c) Lessee's option to terminate this Lease pursuant to Section 3, and (d) the payment by Lessee of all sums required to be paid by Lessee hereunder. 2.5. Escrow Agreement. On the Commencement Date, Lessor and Lessee shall enter into an escrow agreement (an "Escrow Agreement") dated the Commencement Date, between Lessor, Lessee, and Deutsche Bank National Trust Company, as escrow agent, relating to the escrow fund (an "Escrow Fund") created thereunder. On the Commencement Date, Lessor shall deposit: $562,387.00 into the Escrow Fund to be held in escrow and applied upon the express terms and conditions of the Escrow Agreement; for the acquisition of the equipment which shall be disbursed as provided for in the Closing Memorandum and/or Escrow Agreement, each of even date herewith. 3. Rental Payments. Lessee agrees to pay the rental payments hereunder for the Lease Term in the amounts and on the dates identified in Exhibit A. Payment of all rental payments and other amounts payable hereunder shall be made to Lessor at its above -stated address or as it shall otherwise designate in writing. As set forth in Exhibit A, a portion of each rental payment is paid as, and represents payment of, interest, and the balance of each rental payment is paid as, and represents payment of, principal. Notwithstanding any provision to the contrary in this Lease Agreement, Lessee may terminate this Lease at the end of any fiscal year of Lessee as identified in Exhibit A (a "Fiscal Year") if sufficient funds are not appropriated by Lessee's governing body to pay rental payments and other amounts due hereunder during the next succeeding Fiscal Year (an "Event of Nonappropriation"). Lessee hereby agrees to notify Lessor at least 30 days prior to the last day of its then current Fiscal Year of the occurrence of an Event of Nonappropriation or, if nonappropriation has not occurred by that date, promptly upon the occurrence of an Event of Nonappropriation. Lessee represents and warrants that: (a) it has made sufficient appropriations or has other legally available funds to pay all rental payments hereunder due during the first Fiscal Year hereunder; (b) the officer of Lessee responsible for budget preparation will do all things lawfully within his/her power to obtain appropriated funds for the payment of rental payments and other amounts required to be paid hereunder in each next succeeding Fiscal Year for the Lease Term; and (c) Lessee acknowledges that Lessor has relied upon these representations as an inducement to enter into this Lease. If an Event of Nonappropriation hereunder shall occur, Lessee agrees, at Lessee's sole cost and expense, to comply with the provisions of Section 16(c) and (d), if and as applicable, on or before the effective date of termination. Lessee's obligation to pay rental payments and any additional amounts payable hereunder constitutes a current obligation payable exclusively from legally available funds and shall not be construed to be an indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. 4. Essentiality. Subject to Paragraph 3 of this Lease Agreement, Lessee's present intention is to make rental payments for the Lease Term as long as it has sufficient appropriations or other legally available funds. Lessee represents that, with respect hereto, (a) the use and operation of the Equipment is essential to its proper, efficient, and economic governmental operation and (b) the functions performed by the Equipment could not be transferred to other City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 2 of 11 June 22, 2016 equipment available for its use. Lessee does not intend to sell or otherwise dispose of the Equipment or any interest therein prior to the last rental payment scheduled to be paid hereunder. On the Commencement Date, Lessee shall complete and provide Lessor a certificate in the form of Exhibit D. 5. Disclaimer of Warranties. LESSEE REPRESENTS THAT IT HAS SELECTED THE EQUIPMENT PRIOR TO HAVING REQUESTED LESSOR TO FINANCE THE SAME. LESSEE AGREES THAT LESSOR HAS NOT MADE ANY, AND MAKES NO, REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING (WITHOUT LIMITATION) THE SUITABILITY OF THE EQUIPMENT, ITS DURABILITY, ITS FITNESS FOR ANY PARTICULAR PURPOSE, ITS MERCHANTABILITY, ITS CONDITION, ITS CAPACITY, ITS OPERATION, ITS PERFORMANCE, ITS DESIGN, ITS MATERIALS, ITS WORKMANSHIP AND/OR ITS QUALITY. AS BETWEEN LESSEE AND LESSOR, LESSEE LEASES, PURCHASES AND ACQUIRES THE EQUIPMENT "AS IS" "WHERE IS" AND "WITH ALL FAULTS." Lessor hereby assigns to Lessee, to the extent that it may lawfully do so, so long as no Event of Default and no Event of Nonappropriation shall have occurred and be continuing hereunder, all rights and benefits that Lessor may have under any warranty, guaranty or the like that may be made with respect to the Equipment by the manufacturer, seller and/or supplier identified on Exhibit A hereto or any Acceptance Certificate delivered in connection herewith (collectively, the "Vendor") thereof. Lessor shall not be liable to Lessee or any third party for any loss, damage, injury or expense of any kind or nature caused directly or indirectly by any of the Equipment or the use or maintenance thereof or any defect therein, the failure of operation thereof or by any interruption of service or loss of use thereof or for any loss of business or damage whatsoever and howsoever caused. Lessor makes no warranty as to the treatment of this Lease for tax or accounting purposes or as to the compliance of the Equipment with applicable government regulations or requirements. Lessee agrees to look solely to the Vendor for any claim arising from any defect, breach of warranty, failure or delay in delivery, mis-delivery or inability to use the Equipment for any reason whatsoever and Lessee's obligations to Lessor hereunder shall not in any manner be affected thereby, including (without limitation) Lessee's obligations to pay Lessor all rental payments and other amounts payable hereunder. Lessee has selected both the Equipment and the Vendor and acknowledges that Lessor has not participated in any way in Lessee's selection of the Equipment or the Vendor. Lessor has no obligation to install, erect, test, adjust, service or maintain the Equipment. 6. Delivery and Acceptance; Quiet Enjoyment. Lessee shall accept the Equipment for which disbursement is requested from the Escrow Fund upon its delivery and authorizes Lessor to insert on Exhibit A the serial numbers and any additional description of the items of Equipment so delivered. As evidence of that acceptance, Lessee shall execute and deliver to Lessor a Certificate of Acceptance in the form attached as Exhibit A to the Escrow Agreement. Regardless of whether Lessee has furnished a Certificate of Acceptance pursuant to this Paragraph 6, by making a rental payment after its receipt of the Equipment, Lessee shall be deemed to have accepted the Equipment on the date of such rental payment for purposes hereof. During the Lease Term, Lessee shall be entitled to quiet enjoyment of the Equipment, subject to the terms of this Lease Agreement. 7. Use of Equipment; Maintenance and Repairs. Lessee shall keep the Equipment within the State at the "Equipment Location" stated in Exhibit A and Lessee shall not remove any of the Equipment therefrom without Lessor's prior written consent. Lessee shall use the Equipment in a careful manner and shall at all times, at its sole expense, keep the Equipment in good operating condition, repair and appearance and comply with all laws, ordinances, regulations or requirements of any governmental authority, official, board or department relating to its installation, possession, use or maintenance. Lessee shall not make any alterations, additions, or improvements to the Equipment that are not readily removable without causing damage to or reducing the value of the Equipment. All alterations, additions, or improvements not readily removable shall become property of Lessor. 8. Security Interest; Title to Equipment. (a) The provisions of this Section 8(a) apply generally to all Equipment, regardless of the type, and the Escrow Fund (if any/applicable): To secure the performance of all of Lessee's obligations hereunder, Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first priority and perfected lien and security interest on the Equipment delivered hereunder and on any attachments, proceeds, warranty rights, guaranty proceeds, and other amounts related thereto. Lessee agrees to execute and deliver such additional documents and information, including, without limitation, opinions of counsel, financing statements, landlord -tenant or mortgagee waivers, information necessary for fixture filings, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of Lessor's rights hereunder. As City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 3 of 11 June 22, 2016 further security therefor, Lessee hereby grants to Lessor a first priority security interest in the cash and negotiable instruments from time to time in the Escrow Fund and all proceeds (cash and non-cash) thereof. Lessor shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code with respect to any of the foregoing. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. Lessor shall have the right during normal hours, upon reasonable prior notice to Lessee, to enter upon the premises where the Equipment is located in order to inspect the Equipment and/or any books or records related thereto. (b) Solely with respect to Equipment that is not comprised of vehicles and during the Lease Term, ownership and legal title of all of the Equipment and all substitutions, repairs, modifications, and replacements shall be in Lessee, and Lessee shall take all necessary action to vest such ownership and title in Lessee. Lessor does not own the Equipment, and, by this Lease, Lessor is merely financing the acquisition of the Equipment for the Lessee. Lessor has not been in the chain of title, does not operate, control or have possession or control over the Equipment, or Lessee's use, maintenance, operation, storage, or maintenance of the Equipment. Lessee is entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder (including its interest in the Equipment as the lessor hereunder). If Lessor terminates this Lease pursuant to Paragraph 16(a) hereof or an Event of Nonappropriation occurs hereunder, all rights, title, and interests in the Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee and Lessor shall be entitled to all applicable remedies set forth in Section 16(b) and (c) hereunder. Lessee, at its expense, will protect and defend Lessee's rights in the Equipment and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances and legal processes of Lessee's creditors and other persons. (c) Solely with respect to Equipment consisting of vehicles, the provisions of this Section 8(c) shall apply: Lessee agrees to either cause the original registration of Lessor or its assignee as legal owner of the Equipment or endorse the certificate of ownership showing Lessor or its assignee as legal owner (as required by Section 6301 of the California Vehicle Code). Lessee agrees to execute and deliver such additional documents, including, without limitation, opinions of counsel, MSOs/Certificates of Origin, Title Applications, notices and similar instruments, in form satisfactory to Lessor, that Lessor deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or perfection of Lessor's rights hereunder. During the Lease Term, Lessee shall be the owner (as defined in Section 460 of the California Vehicle Code) of the Equipment entitled to use and possession of the Equipment, subject to the rights of Lessor hereunder, which is the legal owner (as defined in Section 370 of the California Vehicle Code) of the Equipment. If Lessor terminates this Lease pursuant to Paragraph 16 hereof or an Event of Nonappropriation occurs hereunder, all rights, title, and interests in the Equipment shall immediately vest in Lessor free and clear of any right, title or interest of Lessee and Lessor shall be entitled to all applicable remedies set forth in Section 16(b) and (c) hereunder. 9. Personal Property. The Equipment shall be and remain personal property notwithstanding the manner in which it may be attached or affixed to realty. Lessee covenants that, unless Lessee owns the premises in which the Equipment is to be located and such premises are not subject to any mortgage or lease, at Lessor's request, Lessee shall provide Lessor with a waiver from each landlord and/or mortgagee of the premises in which the Equipment is to be located of any rights that such landlord and/or mortgagee may have in respect of any of the Equipment. 10. Purchase of Equipment by Lessee; Prepayment. At the option of Lessee, and provided that no Event of Default has occurred and is continuing hereunder, Lessor's interest in all, but not less than all, of the Equipment will be transferred, conveyed and assigned to Lessee, and this Lease shall terminate: (a) upon payment in full of the rental payments and all other payments then due hereunder or (b) on any rental payment date hereunder, provided Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment pursuant to this provision, by paying to Lessor, in addition to the rental payment due on such date and all other amounts then due and owing hereunder, an amount equal to the concluding payment (the "Concluding Payment") shown for such rental payment date in the rental payment schedule in Exhibit A. Lessee shall not have the option to purchase the Equipment hereunder as provided in the foregoing clause (b) on any rental payment date hereunder for which a Concluding Payment is not stated in the rental payment schedule. 11. Risk of Loss. Lessee shall bear the entire risk of loss, theft, destruction of or damage to the Equipment or any part thereof from any cause whatsoever during the Lease Term and thereafter until redelivery to a location designated by Lessor, and shall not be relieved of the obligation to pay rental payments or any other City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 4 of 11 June 22, 2016 obligation hereunder because of any such occurrence. If (a) the Equipment or any portion thereof hereunder is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or the temporary use of, the Equipment or any part thereof hereunder is taken under the exercise of the power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the net proceeds of any insurance claim (including self- insurance) or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or replacement of the Equipment so affected or (ii) the payment in full of the then applicable Concluding Payment. Any balance of net proceeds remaining after completion of such work or payment of such Concluding Payment shall be paid promptly to Lessee. If the net proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Concluding Payment in full, Lessee shall, at Lessor's direction, either complete the work or pay the then applicable Concluding Payment in full and in either case pay any cost in excess of the amount of net proceeds, but only from legally available funds. 12. Insurance. (a) Insurance Policies. If Lessee is not self-insured (as hereafter provided), Lessee shall, at its expense, keep the Equipment fully insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of (a) the amount of the then applicable Concluding Payment, or (b) the full replacement cost of the Equipment without consideration for depreciation. Lessee shall also provide such additional insurance against injury, loss or damage to persons or property arising out of the use or operation of the Equipment as is customarily maintained by the owners of like property, with companies satisfactory to Lessor. Each policy shall provide that, as to the interest or coverage of Lessor or Lessor's assignee, the insurance afforded thereby shall not be suspended, forfeited or in any manner prejudiced by any default or by any breach of warranty, condition or covenant on the part of Lessee. If Lessee shall fail to provide any such insurance required hereunder or, within ten (10) days after Lessor's request therefor, shall fail to deliver the policies or certificates thereof to Lessor, then Lessor, at its option, shall have the right to procure such insurance and to add the full cost thereof to the rental payment next becoming due, which Lessee agrees to pay as additional rent. All such insurance shall be in form, issued by such insurance companies and be in such amounts as shall be satisfactory to Lessor, and shall provide that losses, if any, shall be payable to Lessor and its successors and/or assigns as "loss payee," and all such liability insurance shall name Lessor and its successors and/or assigns as an "additional insured." Lessee shall pay the premiums for such insurance and deliver to Lessor a certification in the form of Exhibit C-1 and satisfactory evidence of the insurance coverage required hereunder on or before the Commencement Date of the Lease, but in no event not later than the date on which an Acceptance Certificate is executed with respect to any Equipment hereunder. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payments of and execute and endorse all documents, checks or drafts received in payment for loss or damage under any such insurance policy. (b) Self -Insurance. If Lessee is self-insured (including any self-insured retentions and deductibles) with respect to any of the Equipment, the Equipment will be self-insured under an actuarially sound self-insurance program that is subject to Lessor's prior written consent and approval. If the Lessee shall maintains during the Lease Term such actuarially sound self-insurance program and in lieu of the coverage required under Section 1 6(a) hereunder, Lessee will, at all times, provide Lessor a certification in the form of Exhibit C-2 together with evidence of the self- insurance program in form and substance satisfactory to Lessor. The approval of self-insurance, self-insured retentions, and deductibles are all subject to Lessor's approval and prior written consent, which shall be based on the Lessor's then current credit underwriting practices. 13. Fees; Taxes and Other Governmental Charges; Liens. Lessee covenants and agrees at all times to keep the Equipment free and clear of all levies, liens (other than those created hereunder) and encumbrances, and to pay all charges, taxes and fees (including any recording or stamp fees or taxes) that may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment and shall give Lessor immediate written notice of any of the foregoing. If any of same shall remain unpaid when due, Lessor may pay same and add such payment to the rental payment next becoming due, as additional rent. Lessee shall execute and deliver to Lessor upon Lessor's request such further instruments and documents containing such other assurances as Lessor deems necessary or advisable for the confirmation or perfection of Lessor's rights hereunder or to otherwise effectuate the intent of this Lease. 14. Release. To the extent not prohibited by law, Lessee shall release, defend and save Lessor, its officers, employees, agents, servants, successors and assigns, harmless from any and all liabilities (including, without limitation, negligence, tort and strict liability), damages, expenses, claims, actions, proceedings, judgments, settlements, losses, liens and obligations, including (without limitation) attorneys' fees and costs ("Claims"), arising out of the ordering, purchase, delivery, rejection, non-delivery, ownership, selection, possession, operation, control, City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 5 of 11 June 22, 2016 use, condition, maintenance, transportation, storage, repair, return or other disposition of the Equipment, any claims arising under federal, state or local environmental protection and hazardous substance clean up laws and regulations and any claims of patent, trademark or copyright infringement or, if Lessee shall be in default hereunder, arising out of the condition of any item of Equipment sold or disposed of after use by Lessee, including (without limitation) claims for injury to or death of persons and for damage to property. The indemnities, assumption of liabilities and obligations herein provided shall be payable solely from funds legally available for such purpose and shall continue in full force and effect notwithstanding the expiration, termination or cancellation of this Lease for any reason whatsoever. However, Lessee shall not be obligated to indemnify Lessor from Claims arising from the actual, proven and proximate gross negligence, bad faith, fraud or willful misconduct of Lessor. 15. Assignment; Subleasing. LESSEE SHALL NOT ASSIGN, PLEDGE, MORTGAGE, SUBLET OR OTHERWISE TRANSFER OR ENCUMBER ANY OF ITS RIGHTS UNDER THIS LEASE, THE ESCROW AGREEMENT (INCLUDING THE ESCROW FUND CREATED THEREUNDER) OR IN THE EQUIPMENT OR ANY PART THEREOF, NOR PERMIT ITS USE BY ANYONE OTHER THAN LESSEE AND ITS REGULAR EMPLOYEES, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT. ANY SUCH PURPORTED TRANSFER, ASSIGNMENT OR OTHER ACTION WITHOUT LESSOR'S PRIOR WRITTEN CONSENT SHALL BE VOID. Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or any part of its interest in the Equipment, this Lease, and the Escrow Agreement (including the Escrow Fund created thereunder), including, but not limited to, Lessor's rights to receive the rental payments hereunder or any part thereof (in which event Lessee agrees to make all rental payments thereafter to the assignee designated by Lessor) without the necessity of obtaining Lessee's consent, provided, however, Lessor will deliver to Lessee prior written notice of an assignment. No such assignment, transfer or conveyance shall be effective until Lessee shall have received a written notice of assignment that discloses the name and address of each such assignee. During the term of this Lease, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments with respect hereto in form necessary to comply with Section 149 of the Internal Revenue Code of 1986, as amended (the "Code"). Lessee agrees (unless otherwise stated), if so requested, to acknowledge any such assignment in writing within 15 days after request therefor in the form attached as Exhibit B hereto. Lessee further agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall not inure to Lessee's benefit. 16. Events of Default; Remedies. (a) Each of the following events constitutes an "Event of Default" hereunder: (i) Lessee fails to pay in full the rental payment due hereunder on any date upon which such rental payment is due; (ii) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30 days following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied; (iii) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a receiver or similar officer is appointed for Lessee or any of its property; (iv) any warranty, representation or statement made in writing by or on behalf of Lessee in connection herewith is found to be incorrect or misleading in any material respect on the date made; (v) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy, seizure or attachment thereof or thereon; or (vi) Lessee defaults in its obligations under any other agreement for borrowing money, lease financing of property, or otherwise receiving credit and the obligee thereunder (or trustee on its behalf) is permitted to exercise any remedies under the agreement. (b) Immediately upon the occurrence of an Event of Default hereunder, Lessor may terminate this Lease Agreement, the Lease, or Lessee's rights hereunder and may demand: (i) payment of the Concluding Payment, together with all Rental Payments and other amounts that may been appropriated through the end of the then current Fiscal Year; (ii) upon return (if applicable as per Section 16(c) of this Lease Agreement), if the Equipment is damaged or otherwise made less suitable for the purposes for which it was manufactured than when delivered to Lessee, Lessee agrees, at its option, to (a) repair and restore the Equipment to the same condition in which it was received by Lessee (reasonable wear and tear excepted) or (b) pay to Lessor the reasonable costs of such repair and restoration. (c) Following any Event of Default of Event of Nonappropriation hereunder, Lessee hereby agrees, at its expense, to surrender promptly to Lessor at such location in the continental United States as Lessor shall direct, which shall not be greater than 250 miles from its then current location. If the Equipment is unable to be returned, Lessee has not delivered the Equipment as requested, or following Lessor's election in lieu of taking possession of the Equipment, either: (a) Lessee will permit Lessor or its agents to enter the premises where the Equipment is then located and take such Equipment and exercise all legally permitted rights of repossession, or (b) Lessee will agree to refrain from using such Equipment and purge any and all software, programming, operating systems, manuals and City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 6 of 11 June 22, 2016 hard or electronic copies of the Equipment or any part thereof and certify the foregoing to the Lessor. In the event of any such repossession, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession of the Equipment to Lessor, free and clear of all liens and security interests to which the Equipment may have become subject. If Lessor is able to (x) recover any Equipment, (y) sell or otherwise liquidate the Equipment following an Event of Default or an Event of Nonappropriation, and (z) realizes net proceeds (after payment of costs) in excess of total rental payments that would have been paid during the Lease Term plus any other amounts then due hereunder, Lessor shall immediately pay the amount of any such excess to Lessee. Such right of repossession and the right to recover all amounts appropriated through the end of the then current Fiscal Year shall constitute the Lessee's sole remedies following an Event of Nonappropriation. (d) If Lessor terminates this Lease Agreement and/or the Lease under this Paragraph 16 or an Event of Nonappropriation occurs hereunder and in either case Lessee continues to use the Equipment or if Lessee otherwise refuses to pay rental payments hereunder due during a Fiscal Year for which Lessee's governing body has appropriated sufficient legally available funds to pay such rental payments due hereunder, Lessor (i) may declare the rental payments due and owing for the Fiscal Year for which such appropriations have been made to be immediately due and payable; (ii) shall be entitled to bring such action at law or in equity to recover money and other damages attributable to such holdover period for the Equipment; and (c) will be entitled to recover interest thereon at the Default Rate (as defined below). (e) Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity. All rights and remedies of Lessor shall be cumulative and not alternative. Lessor's failure to exercise or delay in exercising any right or remedy shall not be construed as a waiver thereof, nor shall a waiver on one occasion be construed to bar the exercise of any right or remedy on a future occasion. Lessee agrees to reimburse Lessor for any expenses reasonably incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor, but only from legally available funds. 17. Late Payments. Whenever any rental payment or other amount payable to Lessor by Lessee hereunder is not paid within ten (10) days of the regularly scheduled due date (or if not a regularly scheduled due date, then the due date specified in an undisputed invoice), Lessee agrees to pay Lessor a late charge on the delinquent amount at the rate of one percent (1%) per month, or the maximum amount permitted under applicable law, whichever is less (the "Default Rate"). Such amount(s) shall be payable solely from legally available funds in addition to all amounts payable by Lessee as a result of the exercise of any of the remedies herein provided. 18. Rental Payments to Be Unconditional. Except as expressly set forth in this Lease Agreement (including Paragraph 3), Lessee agrees that as of the Commencement Date, Lessee's obligations under the Lease are absolute and unconditional and shall continue without set-off, deduction, counterclaim, abatement, recoupment, or reduction and regardless of any disability of Lessee to use the Equipment or any part thereof because of any reason including, but not limited to, war, act of God, governmental regulations, strike, loss, damage, destruction, obsolescence, failure of or delay in delivery or failure of the Equipment to operate properly. 19. Tax Covenants. Lessee agrees that it will not take any action that would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in a timely manner, any action which omission would cause the interest component of rental payments hereunder to be or to become ineligible for the exclusion from gross income of the owner or owners thereof for federal income tax purposes. Lessee agrees to (a) execute and deliver to Lessor, upon Lessor's request, a tax certificate and agreement (the terms and conditions of which shall be fully incorporated by reference herein) in form and content acceptable to Lessor and Lessee, relating to the establishment and maintenance of the excludability from gross income of the interest component of rental payments hereunder for federal income tax purposes; (b) complete and file in a timely manner an information reporting return as required by the Code; and (c) rebate an amount equal to excess earnings on the Escrow Fund to the federal government if required by, and in accordance with, Section 148(f) of the Code, and make the determinations and maintain the records required by the Code. Any tax certificate or agreement executed pursuant hereto shall be fully incorporated by reference herein. Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 7 of 11 June 22, 2016 used directly or indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly rental payments hereunder. Lessor and Lessee certify that, so long as any rental payments hereunder remain unpaid, moneys on deposit in the Escrow Fund will not be used in a manner that will cause this Lease to be classified as an "arbitrage bond" within the meaning of Section 148(a) of the Code. If Lessee breaches the covenants contained in this Paragraph 19, the interest component of rental payments hereunder may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, Lessee agrees to pay promptly after any such determination of taxability and on each rental payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludability (including without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). It is Lessor's and Lessee's intention that this Lease not constitute a "true" lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment hereunder for federal income tax purposes. 20. Lessee Representations and Warranties. Lessee hereby represents and warrants to and agrees with Lessor that: (a) Lessee is a city and body corporate and politic of the State of California, within the meaning of Section 103(c) of the Code, and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such. (b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by this Lease and the Escrow Agreement and has been duly authorized to execute and deliver this Lease and the Escrow Agreement and to carry out its obligations hereunder and thereunder. Lessee has provided to Lessor a full, true and correct copy of a resolution or other appropriate official action of Lessee's governing body specifically authorizing Lessee to execute and deliver this Lease and the Escrow Agreement and all documents contemplated hereby and thereby. Lessee has provided to Lessor a full, true, and correct copy of an Incumbency Certificate in substantially the form attached as Exhibit E hereto relating to the authority of the officers who have executed and delivered this Lease and who will execute and deliver this Lease and the Escrow Agreement and all documents in connection herewith and therewith on behalf of Lessee. (c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this Lease and the Escrow Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions contemplated by this Lease and the Escrow Agreement. (d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in any way limits, restricts or prevents Lessee from entering into this Lease and the Escrow Agreement, or performing any of its obligations hereunder or thereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or fmding would materially adversely affect the transactions contemplated by this Lease or the Escrow Agreement, or any other agreement or instrument to which Lessee is a party and that is used or contemplated for use in the consummation of the transactions contemplated by this Lease or the Escrow Agreement. All authorizations, consents, and approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this Lease and the Escrow Agreement or in connection with the carrying out by Lessee of its obligations hereunder and thereunder have been obtained. (f) The payment of the rental payments or any portion thereof hereunder is not (under the terms of this Lease) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or indirectly, in any activity carried on by any person other than a state or local government unit. No portion of the purchase price for the Equipment will be used, directly or indirectly, to make or finance loans to any City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 8 of 11 June 22, 2016 person other than Lessee. Lessee has not entered into any management or other service contract with respect to the use and operation of the Equipment. (g) The entering into and performance of this Lease Agreement, the Lease, and the Escrow Agreement will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest, or other encumbrance upon any assets of Lessee or on the Equipment pursuant to an indenture, mortgage, deed of trust, bank loan or credit agreement, or other instrument to which Lessee is a party or by which it or its assets may be bound, except as herein provided. (h) Lessee's name as indicated on the first page of this Lease Agreement is its true, correct, and complete legal name. (i) The useful life of the Equipment will not be less than the Lease Term hereof. (j) Lessee has entered into this Lease for the purpose of purchasing, acquiring, and leasing the Equipment and not for the purpose of refmancing any outstanding obligation of Lessee more than 90 days in advance of its payment or prepayment date. The purchase price for the Equipment has been or will be paid directly by Lessor from the Escrow Fund to the Vendor, and no portion of the purchase price for the Equipment has been or will be paid to Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery hereof. (k) The application, statements, and credit or financial information submitted by it to Lessor are true and correct and made to induce Lessor to enter into this Lease and the Escrow Agreement. (1) During the term of this Lease, Lessee shall (i) provide Lessor, no later than ten days prior to the end of each Fiscal Year (commencing with the current Fiscal Year), with current budgets or other proof of appropriation for the ensuing Fiscal Year and such other information relating to Lessee's ability to continue the Lease Term for the next succeeding Fiscal Year as may be reasonably requested by Lessor and (ii) furnish or cause to be furnished to Lessor, at Lessee's expense, as soon as available and in any event not later than 180 days after the close of each Fiscal Year, the audited financial statements of Lessee at the close of and for such Fiscal Year, all in reasonable detail, audited by and with the report of Lessee's auditor. (m) On the Commencement Date, Lessee shall cause to be executed and delivered to Lessor an Opinion of Lessee's Counsel in substantially the form attached as Exhibit F hereto. (n) Lessee shall pay the excess (if any) of the actual costs of acquiring the Equipment hereunder over the amount deposited by Lessor in the Escrow Fund and interest earnings thereon. (o) Lessee has experienced no material change in its financial condition since the date of its last prepared financial statements, which was June 30, 2015. (p) Lessee acknowledges that: (a) Lessor is acting solely for its own account and not as a fiduciary for Lessee or in the capacity of broker, dealer, municipal securities underwriter or municipal advisor; (b) Lessor has not provided, and will not provide, financial, legal, tax, accounting or other advice to or on behalf of Lessee with respect to its acquisition of the Equipment; and (c) Lessee has sought and obtained financial, legal, tax, accounting and other advice (including as it relates to structure, timing, terms and similar matters) with respect to this Lease from its financial, legal and other advisors (and not Lessor) to the extent that Lessee desired to obtain such advice. 21. Execution in Counterparts; Chattel Paper. This Lease Agreement and the Equipment Schedule may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument; provided, however, that only Counterpart No. 1 of this Lease Agreement and Equipment Schedule hereof shall constitute chattel paper for purposes of the applicable Uniform Commercial Code. 22. Applicable Law. This Lease Agreement and the Lease shall be construed under the laws of the State of California. 23. Binding Effect; Severability; Survival. This Lease shall not become effective until accepted by Lessor at its herein -described office, and upon such acceptance shall inure to and bind the parties, their successors, legal representatives, and assigns. No provision of this Lease that may be construed as unenforceable shall in any way invalidate any other provision hereof, all of which shall remain in full force and effect. City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 9 of 11 June 22, 2016 24. Miscellaneous Provisions. Any notice to a party hereunder shall be deemed given when mailed to that party by certified mail, return receipt requested, at its address set forth herein or such other address as either may designate for itself in such notice to the other. This Lease and the Escrow Agreement constitute the entire mutual understanding of the parties regarding the subject matter hereof and thereof and may not be modified except in writing, signed by the party against whom such modification is asserted. Upon the request of Lessor, Lessee shall at any time and from time to time execute and deliver such further documents and do such further acts as Lessor may reasonably request in order fully to effect the purposes hereof and any assignment hereof. If a court with competent jurisdiction rules that the interest rate charged hereunder exceeds the maximum rate of interest allowed by applicable law, then the effective rate of interest hereunder shall be automatically reduced to the maximum lawful rate allowable under the applicable laws. [Remainder of page intentionally left blank] City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 10 of 11 June 22, 2016 THE UNDERSIGNED HEREBY AGREE TO ALL OF THE TERMS AND CONDITIONS AS SET FORTH IN THIS DISPATCH CONSOLE PROJECT EQUIPMENT LEASE -PURCHASE AGREEMENT. HOLMAN CAPITAL CORPORATION, Lessor CITY OF LODI, Lessee By: x By: x Lance S. Holman Name: Jordan Ayers President & CEO Title: Deputy City Manager Counterpart No. of three manually executed and serially numbered counterparts. To the extent that this Lease Agreement constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. affinial as 4i fermi Deputy City Atte; 7 '.; City of Lodi / Holman Capital Corporation Dispatch Console Project Equipment Lease -Purchase Agreement Page 11 of 11 June 22, 2016 EXHIBIT A EQUIPMENT SCHEDULE TO DISPATCH CONSOLE PROJECT EQUIPMENT LEASE -PURCHASE AGREEMENT DATED JUNE 22, 2016 1. DESCRIPTION OF THE EQUIPMENT: The "Equipment" consists of a Project to purchase Motorola MCC7500 Dispatch consoles together with all hardware, software and services to be purchase by the City of Lodi listed below and financed by this Equipment Schedule dated June 22, 2016 to that Lease Agreement dated June 22, 2016 by and between Holman Capital Corporation and the City of Lodi, including, without limitation, the following: Description Total Cost % of Total Dispatch Equipment $ 225,851.00 40.16% System Implementation $ 312,398.00 55.55% Taxes $ 24,138.00 4.29% Net Financing Amount $ 562,387.00 100.00% together with all accessories, attachments, substitutions and accessions. 2. EQUIPMENT LOCATION: The Equipment will be generally located at the Locations set forth above, for the corresponding addresses are set forth below. If Locations for Equipment vary from those set forth herein, they will be more fully set forth on each Acceptance Certificate. 215 W. Elm Street Lodi, CA 95240 RENTAL PAYMENT SCHEDULE: The rental payments shall be made for the Equipment as follows: PAYMENT DATE TOTAL RENTAL INTEREST PRINCIPAL CONCLUDING NUMBER DUE PAYMENT DUE COMPONENT COMPONENT PAYMENT* 0 06/22/2016 1 09/22/2016 $ 21,635.01 $ 2,924.41 $ 18,710.60 $ 554,549.93 2 12/22/2016 $ 21,635.01 $ 2,827.12 $ 18,807.89 $ 535,365.88 3 03/22/2017 $ 21,635.01 $ 2,729.32 $ 18,905.69 $ 516,082.08 4 06/22/2017 $ 21,635.01 $ 2,631.01 $ 19,004.00 $ 496,698.00 5 09/22/2017 $ 21,635.01 $ 2,532.19 $ 19,102.82 $ 477,213.12 6 12/22/2017 $ 21,635.01 $ 2,432.85 $ 19,202.16 $ 457,626.92 7 03/22/2018 $ 21,635.01 $ 2,333.00 $ 19,302.01 $ 437,938.87 8 06/22/2018 $ 21,635.01 $ 2,232.63 $ 19,402.38 $ 418,148.44 9 09/22/2018 $ 21,635.01 $ 2,131.74 $ 19,503.27 $ 398,255.10 10 12/22/2018 $ 21,635.01 $ 2,030.32 $ 19,604.69 $ 378,258.32 11 03/22/2019 $ 21,635.01 $ 1,928.38 $ 19,706.63 $ 358,157.56 12 06/22/2019 $ 21,635.01 $ 1,825.90 $ 19,809.11 $ 337,952.27 13 09/22/2019 $ 21,635.01 $ 1,722.89 $ 19,912.12 $ 317,641.90 14 12/22/2019 $ 21,635.01 $ 1,619.35 $ 20,015.66 $ 297,225.93 15 03/22/2020 $ 21,635.01 $ 1,515.27 $ 20,119.74 $ 276,703.79 16 06/22/2020 $ 21,635.01 $ 1,410.65 $ 20,224.36 $ 256,074.95 17 09/22/2020 $ 21,635.01 $ 1,305.48 $ 20,329.53 $ 235,338.83 18 12/22/2020 $ 21,635.01 $ 1,199.77 $ 20,435.24 $ 214,494.88 19 03/22/2021 $ 21,635.01 $ 1,093.50 $ 20,541.51 $ 193,542.54 20 06/22/2021 $ 21,635.01 $ 986.69 $ 20,648.32 $ 172,481.26 21 09/22/2021 $ 21,635.01 $ 879.32 $ 20,755.69 $ 151,310.45 22 12/22/2021 $ 21,635.01 $ 771.39 $ 20,863.62 $ 130,029.56 23 03/22/2022 $ 21,635.01 $ 662.90 $ 20,972.11 $ 108,638.01 24 06/22/2022 $ 21,635.01 $ 553.84 $ 21,081.17 $ 87,135.21 25 09/22/2022 $ 21,635.01 $ 444.22 $ 21,190.79 $ 65,520.61 26 12/22/2022 $ 21,635.01 $ 334.03 $ 21,300.98 $ 43,793.61 27 03/22/2023 $ 21,635.01 $ 223.26 $ 21,411.75 $ 21,953.62 28 06/22/2023 $ 21,635.01 $ 111.85 $ 21,523.16 $ - $ 605,780.28 $ 43,393.28 $ 562,387.00 A-1 * Assumes that all rental payments and additional rentals due on and prior to that date have been paid. 4. INTEREST RATE: 2.080% 5. COMMENCEMENT DATE: June 22, 2016 6. SCHEDULED LEASE TERM: 7 Years 7. Lessee's current Fiscal Year extends from July 1, 2015. 8. The terms and provisions of the Dispatch Console Project Equipment Lease -Purchase Agreement described above (other than to the extent that they relate solely to other Schedules or Equipment listed on other Schedules) are hereby incorporated into this Schedule by reference and made a part hereof. 9. Lessee hereby represents, warrants, and covenants that (i) its representations, warranties, and covenants set forth in the Dispatch Console Project Equipment Lease -Purchase Agreement (particularly Paragraph 20 thereof) are true and correct as though made on the date of execution of this Schedule, and (ii) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under this Schedule during Lessee's current Fiscal Year. 10. Interest, if any, accruing from the Commencement Date to the actual date of funding shall be retained by Lessor as additional consideration for entering into this Schedule No. 01. CITY OF LODI, HOLMAN CAPITAL CORPORATION, as Lessee as Lessor By: By: Name: Jordan Ayers Name: Lance S. Holman Title: Deputy City Manager Title: President & CEO Counterpart No. of three manually executed and serially numbered counterparts. To the extent that this Schedule constitutes chattel paper (as defined in the applicable Uniform Commercial Code), no security or ownership interest herein may be created through the transfer or possession of any Counterpart other than Counterpart No. 1. &OCity Alger/ A-2 EXHIBIT B NOTICE AND ACKNOWLEDGEMENT OF SALE OF RENTAL PAYMENTS AND ASSIGNMENT OF LEASE AGREEMENT AND ESCROW AGREEMENT Holman Capital Corporation ("Lessor") and the City of Lodi ("Lessee") have entered into an Dispatch Console Project Equipment Lease -Purchase Agreement and Equipment Schedule thereto both dated June 22, 2016 (the "Lease Agreement"), under which Lessee has, or will have prior to its execution hereof, leased equipment (the "Equipment") described therein. Lessee is hereby notified that Lessor has assigned its right, title, and interest in and to the Lease Agreement, the leased Equipment, and the rental payments as permitted by the Lease Agreement. Lessee is hereby directed to pay any and all rental payments and other amounts due under the Lease Agreement to Signature Public Funding Corp. and/or its affiliates, successors, or assigns, as Lessor's assignee (the "Assignee"), as directed by the Assignee or a paying agent acting on behalf of Assignee, pursuant to the instructions contained in any invoice or notice. By signing this Notice and Acknowledgment, Lessee agrees that it will pay all amounts due under the Lease Agreement as directed in the invoice without any set-off or deduction whatsoever notwithstanding any defect in, damage to or requisition of any of the Equipment leased under the Lease Agreement, any other similar or dissimilar event, any defense, set-off, counterclaim or recoupment arising out of any claim against Lessor or Assignee. Lessee further acknowledges and agrees that Assignee has not assumed any of Lessor's obligations or duties under the Lease Agreement or made any warranties whatsoever as to the Lease Agreement or the Equipment. Lessee agrees that no change may be made to the Lease Agreement without the prior written consent of Assignee. By signing this Notice and Acknowledgment, Lessee warrants that its representations and warranties under the Lease Agreement are true and correct on the date hereof. Date: June 22, 2016 CITY OF LODI, as Lessee By: Name: Jordan Ayers Title: Deputy City Manager B-1 Apprawd as to form Deputy City Attory' EXHIBIT C-1 INSURANCE CERTIFICATION [complete only if Lessee is not self-insured] Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 June 22, 2016 Re: Dispatch Console Project Equipment Lease -Purchase Agreement dated June 22, 2016 In connection with the above -referenced Lease Agreement, City of Lodi, as lessee (the "Lessee") certifies that it has instructed the insurance agent named below (please fill in name, address, and telephone number): Name of Agent: [ ] Address: Phone: to issue: Liability Insurance. Lessee is required to maintain public liability insurance, personal injury and property damage with policy limits of $3,000,000.00. The policy should be endorsed to X name Signature Public Funding Corp. (the assignee of Holman Capital Corporation) as an additional insured. Casualty Insurance. Lessee is required to maintain all risk extended coverage, malicious mischief and vandalism insurance for the Equipment described in the above -referenced X Equipment Schedule in an amount not less than the greater of $562,387.00 or the full replacement cost of the Equipment. Such insurance shall be endorsed to name Signature Public Funding Corp. as a lender loss payee with respect to such Equipment. The required insurance should also be endorsed to give Signature Public Funding Corp. at least 30 days prior written notice of the effective date of any material alteration or cancellation of coverage, and an endorsement confirming that the interest of Signature Public Funding Corp. shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee. Proof of insurance coverage will be provided to Signature Public Funding Corp. prior to and/or commensurate with the later of the Commencement Date of the Lease or the delivery and acceptance of the Equipment. Very truly yours, CITY OF LODI, as Lessee By: Name: Jordan Ayers Title: Deputy City Manager C-1 EXHIBIT C-2 [complete only if Lessee is self-insured] Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 June 22, 2016 Re: Dispatch Console Project Equipment Lease -Purchase Agreement dated June 22, 2016 In connection with the above -referenced Lease Agreement, City of Lodi, as lessee (the "Lessee") certifies that it participates in an actuarially sound self-insurance program for property damage and public liability risks. The following is attached (check all that apply): 0 Letter from risk manager describing self-insurance program El Other evidence of Lessee's participation in self-insurance program Very truly yours, CITY OF LODI, as Lessee By: Name: Jordan Ayers Title: Deputy City Manager C-2 EXHIBIT D ESSENTIAL USE CERTIFICATE Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 June 22, 2016 Re: Dispatch Console Project Equipment Lease -Purchase Agreement dated June 22, 2016 I, Jordan Ayers, appointed, or designated representative and Deputy City Manager of the City of Lodi, as lessee (the "Lessee"), am qualified to answer the questions set forth below regarding the Equipment to be acquired by Lessee in connection with the above -referenced Lease Agreement: 1. What is the specific use of the Equipment? The Dispatch Console will provide the City of Lodi with a scalable, flexible system architecture for seamless connectivity between Lodi Police Department dispatch operators and field personnel. 2. What increased capabilities will the Equipment provide? The new system will reduce cost of owning an IP -based feature -rich dispatch system without compromising quality and reliability. 3. Why is the Equipment essential to your ability to deliver governmental services? It is the backbone of the Lodi Police Department dispatch operators and their ability to communicate with field personnel. 4. Does the Equipment replace existing equipment? (If so, please explain why you are replacing the existing equipment) Yes. The existing equipment has exceeded its useful life requiring high maintenance service and frequent emergency repairs. 5. Why did you choose this specific Equipment? The selected equipment is suitable as direct replacement and/or upgrade of our existing outdated systems and matches the brand preferences for our trained Maintenance Staff. 6. For how many years do you expect to utilize the Equipment? The City expects to operate the equipment for approximately 10 years. Very truly yours, CITY OF LODI, as Lessee By: Name: Jordan Ayers Title: Deputy City Manager D-1 EXHIBIT E INCUMBENCY CERTIFICATE I, Jennifer M. Ferraiolo, do hereby certify that I am the City Clerk of the City of Lodi, which is a city and body corporate and politic of the State of California and operates under a City Council, and that I have custody of the records of such entity. I hereby certify that, as of the date hereof, the individuals named below are the duly elected or appointed officers of the City holding the offices set forth opposite their respective names. I further certify that: (i) The signatures set opposite their respective names and titles are their true and authentic signatures, and (ii) Such officers have the authority on behalf of such entity to: NAME a. Enter into that certain Dispatch Console Project Equipment Lease -Purchase Agreement and Equipment Schedule both dated June 22, 2016 (the "Lease Agreement"), between the City of Lodi and Holman Capital Corporation, as lessor, and that certain Escrow Agreement dated as of June 22, 2016 (the "Escrow Agreement") between the City of Lodi, Holman Capital Corporation, and Deutsche Bank National Trust Company, as escrow agent; and b. Execute Certificates of Acceptance, Payment Request/Disbursement Request Forms, and any and all other certificate, documents, and agreements relating to the Lease Agreement and Escrow Agreement. TITLE SIGNATURE Jordan Ayers Deputy City Manager Stephen Schwabauer City Manager IN WITNESS WHEREOF, I have duly executed this Certificate on behalf of the City of Lodi. June 22, 2016 E-1 Jennifer M. Ferraiolo, City Clerk EXHIBIT F [Print on Counsel Letterhead] OPINION OF LESSEE'S COUNSEL June 22, 2016 Holman Capital Corporation 29883 Santa Margarita Parkway, Suite 100 Rancho Santa Margarita, CA 92688 Signature Public Funding Corp 600 Washington Avenue, Suite 305 Townson, MD 21204 Re: City of Lodi Dispatch Console Project Equipment Lease Purchase Agreement and Equipment. Schedule Both Dated As Of June 22, 2016 Ladies and Gentlemen: As counsel to the City of Lodi ("City"), we have examined a copy of the duly approved Equipment Lease -Purchase Agreement ("Lease") dated as of June 22, 2016 between the City and Holman Capital Corporation ("Lessor"), and related documents, certificates and exhibits attached thereto ("the Lease") and the proceedings taken by the governing body of the City, to authorize the execution and delivery of the Agreements on behalf of the City ("the Proceedings"). We have assumed, without undertaking to verify the same by independent investigation, the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to us as copies; (c) as to matters of fact, the truth, accuracy, and completeness of the information, representations, and warranties contained in the documents, certificates, records and papers we have reviewed; (d) compliance with all covenants and agreements contained in the Lease; (e) the due authorization of the execution, delivery and performance by Lessor of the Lease; and (f) the absence of any evidence extrinsic to the provisions of the Lease between the Parties, that the Parties intended a meaning contrary to that expressed below by the written provisions of the Lease. The opinions hereinafter expressed are based on an analysis of existing laws, regulations, rulings and court decisions, and cover certain matters not directly addressed by such authorities. Moreover, the opinions hereinafter expressed may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or omitted or do occur and we disclaim any obligation to update this letter. Based on the foregoing, and in reliance thereon, as of the date hereof, we are of the following opinions: 1. City of Lodi is a City, duly organized, existing and operating under the Constitution and laws of the State of California (the "State") with full power and authority to adopt and/or enter into the Lease and the Proceedings. 2. The Lease and the Proceedings have been duly adopted, authorized, executed and delivered by the City, do not require the seal of the City to be effective, valid, legal, or binding and, assuming due authorization, execution and delivery thereof by the other Parties thereto, constitute the legal, valid and binding obligations of the F-1 City, enforceable against the City in accordance with their terms, subject to any applicable bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the enforcement of creditors' rights generally. 3. The City has complied with all applicable open public meeting laws and requirements with respect to the meeting at which the Proceedings were adopted, and the City's execution of the Lease was authorized. 4. The City has complied with all applicable procurement or public bidding laws of the State for the acquisition and leasing of the property (as defined in the Lease) including, without limitation, Section 4217 of the California Government Code. 5. To the best of our knowledge, there is no litigation, action, suit or proceeding pending or threatened before any court, administrative agency, arbitrator or governmental body that challenges the authority of City to enter into the Lease or the ability of City to perform its obligations under the Lease and the transactions contemplated thereby. The opinions set forth above are subject to the following additional qualifications: 1. The enforceability of the City's obligations under the Lease is subject to the effect of applicable bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium or similar laws affecting creditors' rights, generally, and to the limitations on legal actions against City's in the State of California. 2. The enforceability of the City's obligations under the Lease may be subject to general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, and the possible unavailability of specific performance or injunctive relief (regardless of whether such enforceability is considered in a proceeding in equity or at law). 3. We have not been engaged, nor have we undertaken to advise any Party or to opine as to any matters not specifically covered herein, including, but not limited to, matters relating to compliance with any tax or securities law. 4. We express no opinion as to matters governed by laws other than the laws of the State and the federal laws of the United States of America, and express no opinion as to the effect or enforceability of the provisions of the Lease to the extent that: (1) such provisions require City to waive trial by jury; or (2) such provisions require City to indemnify Lessor. 5. In our capacity as counsel, we have not made a physical inspection of the property securing the Lease, nor have we made a review of any site or engineering plan or specifications or any other documents for the installation of such property to determine whether they comply with applicable provisions of State, local or federal laws, ordinances, codes, rules and regulations. Accordingly, no opinion is expressed with respect to such matters, including, but not limited to, zoning, subdivision, building codes, environmental or ecological matters. 6. These opinions may not be used in connection with any further subsequent transactions involving the City and may not be reproduced, referred to or quoted in any financial statements, notes to financial statements, offering materials, disclosure materials or similar printed matter without the express written authorization of the undersigned. No attorney-client relation has existed or exists between our firm and Lessor in connection with the authorization or delivery of the Lease or by virtue of this letter. This letter is delivered to the addressees hereof, solely for their benefit in connection with the execution and delivery of the Lease. The foregoing opinions may be relied upon by the addressees, and their successors and/or assigns. Respectfully submitted, F-2 EXHIBIT G: INTENTIONALLY OMITTED; LEASE IS NBQ G-1 EXHIBIT H POST -ISSUANCE TAX COMPLIANCE PROCEDURES Dated: June 22, 2016 The following certificate is delivered in connection with the execution and delivery of the Dispatch Console Project Equipment Lease -Purchase Agreement dated June 22, 2016 (the "Lease Agreement"), entered into between the City of Lodi (the "Lessee") and Holman Capital Corporation (the "Corporation"). Capitalized terms used herein have the meanings defined in the Lease Agreement. Section 1. In General. 1.1. This Certificate is executed for the purpose of establishing the reasonable expectations of Lessee as to future events regarding the fmancing of certain equipment (the "Equipment") to be acquired by Lessor and leased to Lessee pursuant to and in accordance with the Equipment Schedule executed under the Agreement (together with all related documents executed pursuant thereto and contemporaneously herewith, the "Financing Documents"). As described in the Financing Documents, Lessor shall apply $562,387.00 (the "Principal Amount") toward the acquisition of the Equipment and closing costs, and Lessee shall make Rental Payments under the terms and conditions as set forth in the Financing Documents. 1.2. The individual executing this Certificate on behalf of Lessee is an officer of Lessee delegated with the responsibility of reviewing and executing the Financing Documents, pursuant to the governing board's approval or other official action of Lessee adopted with respect to the Financing Documents, a copy of which has been delivered to Lessor. 1.3. The Financing Documents are being entered into for the purpose of providing funds for financing the cost of acquiring, equipping and installing the Equipment which is essential to the governmental functions of Lessee, which Equipment is described in the Equipment Schedule. The Principal Amount will be deposited in escrow by Lessor on the date of issuance of the Financing Documents and held by Deutsche Bank National Trust Company, as escrow agent (the "Escrow Agent") pending acquisition of the Equipment under the terms of that certain Escrow Agreement dated as of June 22, 2016 (the "Escrow Agreement"), by and between Lessor, Lessee and Escrow Agent. 1.4. Lessee will timely file with respect to the Lease a Form 8038-G (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038 -GC) relating to such Lease with the Internal Revenue Service in accordance with Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"). 1.5. The Lease is NOT a "qualified tax-exempt obligation" for the purposes and within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. As such, the Lessee hereby represents that the Lessee reasonably anticipates that the Lessee and other entities that the Lessee controls will issue tax-exempt obligations (including the Equipment Schedule) the aggregate principal amount of which exceed $10,000,000 during the calendar year in which Equipment Schedule is executed and delivered and interest commences to accrue thereunder. Section 2. Non -Arbitrage Certifications. 2.1. The Rental Payments due under the Financing Documents will be made with monies retained in Lessee's general operating fund (or an account or subaccount therein). No sinking, debt service, reserve or similar fund or account will be created or maintained for the payment of the Rental Payments due under the Financing Documents or pledged as security therefor. 2.2. There have been and will be issued no obligations by or on behalf of Lessee that would be deemed to be (i) issued or sold within fifteen (15) days before or after the date of issuance of the Financing Documents, (ii) issued or sold pursuant to a common plan of financing with the Financing Documents and (iii) paid out of substantially the same source of funds as, or deemed to have substantially the same claim to be paid out of substantially the same source of funds as, the Financing Documents. 2.3. Lessee does not and will not have on hand any funds that are or will be restricted, segregated, legally required or otherwise intended to be used, directly or indirectly, as a substitute, replacement or separate source of financing for the Equipment. 2.4. No portion of the Principal Amount is being used by Lessee to acquire investments which produce a yield materially higher than the yield realized by Lessor from Rental Payments received under the Financing Documents. H-2 2.5. The Principal Amount does not exceed the amount necessary for the governmental purpose for which the Financing Documents were entered into. Such funds are expected to be needed and fully expended for payment of the costs of acquiring, equipping and installing the Equipment. 2.6. Lessee does not expect to convey, sublease or otherwise dispose of the Equipment, in whole or in part, at a date which is earlier than the fmal Payment Date under the Financing Documents. Section 3. Disbursement of Funds; Reimbursement to Lessee. 3.1 It is contemplated that the entire Principal Amount will be used to pay the acquisition cost of Equipment to the Vendor(s) thereof or for any financial advisory or closing costs, provided that, if applicable, a portion of the principal amount may be paid to Lessee as reimbursement for acquisition cost payments already made by it so long as the conditions set forth in Section 3.2 below are satisfied. 3.2. Lessee shall not request that it be reimbursed for Equipment acquisition cost payments already made by it unless each of the following conditions have been satisfied: (a) If applicable, Lessee adopted a resolution or otherwise declared its official intent in accordance with Treasury Regulation § 1.150-2 (a copy of which will be provided to Lessor, if applicable, the "Declaration of Official Intent"), wherein Lessee expressed its intent to be reimbursed from the proceeds of a borrowing for all or a portion of the cost of the Equipment, which expenditure was paid to the Vendor not earlier than sixty (60) days before Lessee adopted the Declaration of Official Intent; (b) The reimbursement being requested will be made by a written allocation before the later of eighteen (18) months after the expenditure was paid or eighteen (18) months after the items of Equipment to which such payment relates were placed in service; (c) The entire payment with respect to which reimbursement is being sought is a capital expenditure, being a cost of a type properly chargeable to a capital account under general federal income tax principles; and (d) Lessee will use any reimbursement payment for general operating expenses and not in a manner which could be construed as an artifice or device under Treasury Regulation § 1.148-10 to avoid, in whole or in part, arbitrage yield restrictions or arbitrage rebate requirements. Section 4. Use and investment of Funds; Temporary Period. 4.1. Lessee has incurred or will incur, within six (6) months from the date of issuance of the Financing Documents, binding obligations to pay an amount equal to at least five percent (5%) of the Principal Amount toward the costs of the Equipment. An obligation is not binding if it is subject to contingencies within Lessee's control. The ordering and acceptance of the items of Equipment will proceed with due diligence to the date of fmal acceptance of the Equipment. 4.2. An amount equal to at least eighty-five percent (85%) of the Principal Amount will be expended to pay the cost of the Equipment by the end of the three-year period commencing on the date of this Certificate. No portion of the Principal Amount will be used to acquire investments that do not carry out the governmental purpose of the Financing Documents and that have a substantially guaranteed yield of four (4) years or more. 4.3.(a) Lessee covenants and agrees that it will rebate an amount equal to excess earnings on the Principal Amount deposited under the Escrow Agreement to the Internal Revenue Service if required by, and in accordance with, Section 148(0 of the Code, and make the annual determinations and maintain the records required by and otherwise comply with the regulations applicable thereto. Lessee reasonably expects to cause the Equipment to be acquired by June 22, 2016. (b) Lessee will provide evidence to Lessor that the rebate amount has been calculated and paid to the Internal Revenue Service in accordance with Section 148(0 of the Code unless (i) the entire Principal Amount is expended on the Equipment by the date that is the six-month anniversary of the Financing Documents or (ii) the Principal Amount is expended on the Equipment in accordance with the following schedule: At least fifteen percent (15%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within six months from the date of issuance of the Financing Documents; at least sixty percent (60%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment within 12 months from the date of issuance of the Financing Documents; and one hundred percent (100%) of the Principal Amount and interest earnings thereon will be applied to the cost of the Equipment prior to eighteen (18) months from the date of issuance of the Financing Documents. (c) Lessee hereby covenants that (i) Lessee is a governmental unit with general tax powers; (ii) the Lease is not a "private activity bond" under Section 141 of the Code; (iii) at least ninety-five percent (95%) of the Principal Amount is used for the governmental activities of Lessee. H-3 Section 5. Escrow Account. The Financing Documents provide that the monies deposited in escrow shall be invested until payments to the vendor(s) or manufacturer(s) of the Equipment are due. Lessee will ensure that such investment will not result in Lessee's obligations under the Financing Documents being treated as an "arbitrage bond" within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended (the "Code"), respectively. Any monies which are earned from the investment of these funds shall be labeled as interest earned. All such monies will be disbursed on or promptly after the date that Lessee accepts the, Equipment. Lessee acknowledges that the provisions of Sections 2 and 4 herein are particularly applicable when the Principal Amount is funded into an Escrow Fund subject to the Escrow Agreement. Section 6. No Private Use; No Consumer Loan. 6.1. Lessee will not exceed the private use restrictions set forth in Section 141 of the Code. Specifically, Lessee will not permit more than 10% of the Principal Amount to be used for a Private Business Use (as defined herein) if, in addition, the payment of more than ten percent (10%) of the Principal Amount plus interest earned thereon is, directly or indirectly, secured by (i) any interest in property used or to be used for a Private Business Use or (ii) any interest in payments in respect of such property or derived from any payment in respect of property or borrowed money used or to be used for a Private Business Use. 6.2 In addition, if both (A) more than five percent (5%) of the Principal Amount is used as described above with respect to Private Business Use and (B) more than five percent (5%) of the Principal Amount plus interest earned thereon is secured by Private Business Use property or payments as described above, then the excess over such five percent (5%) (the "Excess Private Use Portion") will be used for a Private Business Use related to the governmental use of the Equipment. Any such Excess Private Use Portion of the Principal Amount will not exceed the portion of the Principal Amount used for the governmental use of the particular project to which such Excess Private Use Portion is related. For purposes of this paragraph 6.3, "Private Business Use" means use of bond proceeds or bond financed -property directly or indirectly in a trade or business carried on by a natural person or in any activity carried on by a person other than a natural person, excluding, however, use by a state or local governmental unit and excluding use as a member of the general public. 6.4. No part of the Principal Amount or interest earned thereon will be used, directly or indirectly, to make or fmance any loans to non-governmental entities or to any governmental agencies other than Lessee. Section 7. No Federal Guarantee. 7.1. Payment of the principal or interest due under the Financing Documents is not directly or indirectly guaranteed, in whole or in part, by the United States or an agency or instrumentality thereof. 7.2. No portion of the Principal Amount or interest earned thereon shall be (i) used in making loans the payment of principal or interest of which are to be guaranteed, in whole or in part, by the United States or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts if such investment would cause the financing under the Financing Documents to be "federally guaranteed" within the meaning of Section 149(b) of the Code. Section 8. Miscellaneous. 8.1. Lessee shall keep a complete and accurate record of all owners or assignees of the Financing Documents in form and substance satisfactory to comply with the registration requirements of Section 149(a) of the Code unless Lessor or its assignee agrees to act as Lessee's agent for such purpose. 8.2. Lessee shall maintain complete and accurate records establishing the expenditure of the Principal Amount and interest earnings thereon for a period of five (5) years after payment in full under the Financing Documents. 8.3. To the best of the undersigned's knowledge, information and belief, the above expectations are reasonable and there are no other facts, estimates or circumstances that would materially change the expectations expressed herein. 8.4. The Lessee's Tax Identification Number is: 94-6000361. 8.5. The Lessee has adopted, or will adopt in a reasonable period post -closing, by resolution, separate written procedures regarding ongoing compliance with federal tax requirements necessary to keep, ensure and maintain the interest portions of the Rental Payments under the Lease Agreement as excluded from Lessor's gross income for federal income tax purposes, and will, on an annual basis, conduct an audit of the Lease Agreement to ensure compliance with such procedures. H-4 IN WITNESS WHEREOF, this Post -Issuance Tax Compliance Procedures Certificate has been executed on behalf of Lessee as of June 22, 2016. CITY OF LODI By: Name: Jordan Ayers Title: Deputy City Manager Alimpoond as b) form H-5 Deputy City Atirsoly p LESSOR: Holman Capital Corporation 29883 Santa Margarita Parkway Suite 100 Rancho Santa Margarita, CA 92688 LESSEE: City of Lodi 221 W. Pine Street Lodi, CA 95240 EXHIBIT I ESCROW AGREEMENT ESCROW AGENT: Deutsche Bank National Trust Company 1761 East Saint Andrew Place Santa Ana, CA 92705-4934 THIS ESCROW AGREEMENT (this "Escrow Agreement") is made as of June 22, 2016, between Holman Capital Corporation ("Lessor"), the City of Lodi ("Lessee"), and Deutsche Bank National Trust Company (the "Escrow Agent"). Lessor and Lessee have heretofore entered into that certain Dispatch Console Project Equipment Lease - Purchase Agreement and Equipment Schedule both dated June 22, 2016 (the "Lease Agreement"). The Lease Agreement contemplates that certain Equipment described therein (the "Equipment") is to be acquired from the vendor(s) or manufacturer(s) thereof. After acceptance of the Equipment by Lessee, the Equipment is to be leased by Lessor to Lessee pursuant to the terms of the Lease Agreement. The Lease Agreement contemplates that Lessor will deposit with the Escrow Agent cash in the amount of $562,387.00 (the "Deposit Amount"), for deposit into the escrow fund (the "Escrow Fund"), to be held in escrow by the Escrow Agent and applied on the express terms and conditions set forth herein. Such deposit into the Escrow Fund, together with all interest and additions received with respect thereto, is to be applied from time to time to pay the vendor(s) or manufacturer(s) of the Equipment its invoice cost (a portion of which may, if required, be paid prior to fmal acceptance of the Equipment by Lessee). The Escrow Fund is to be held for the account and benefit of Lessee, and Lessee has granted to Lessor a first priority and perfected lien on and security interest in the Escrow Fund and any all proceeds, interest and other earnings thereon and investments therein to the Lessor by virtue of the execution of this Escrow Agreement without the need for any additional filings or financing statements. The parties desire to set forth the terms on which the escrow is to be created and to establish the rights and responsibilities of the parties hereto. NOW, THEREFORE, the parties agree as follows: 1. The Escrow Agent hereby agrees to serve as escrow agent upon the terms and conditions set forth herein. The Escrow Agent agrees that the Escrow Fund shall be held irrevocably in trust for the account and benefit of Lessee and all interest earned with respect to the Escrow Fund shall accrue to the benefit of Lessee and shall be applied as expressly set forth herein. To the limited extent required to perfect the first, priority security interest hereby granted by Lessee to Lessor in the cash and negotiable instruments from time to time held in the Escrow Fund, Lessor hereby appoints the Escrow Agent as its security agent, and the Escrow Agent hereby accepts the appointment as security agent, and agrees to hold physical possession of such cash and negotiable instruments on behalf of Lessor. I-1 2. On such day as determined to the mutual satisfaction of the parties (the "Commencement Date"), Lessor shall deposit with the Escrow Agent cash in the amount of the Deposit Amount to be held by the Escrow Agent on the express terms and conditions set forth herein. The Escrow Agent agrees to accept the deposit of the Deposit Amount by Lessor with the Escrow Agent, and further agrees to hold the amount so deposited together with all interest and other additions received with respect thereto in escrow on the express terms and conditions set forth herein. 3. The Escrow Agent shall at all times segregate the Escrow Fund into an account maintained for that express purpose, which shall be clearly identified on the books and records of the Escrow Agent as being held in its capacity as Escrow Agent. Securities and other negotiable instruments held in the Escrow Fund from time to time shall be held or registered in the name of the Escrow Agent (or its nominee). The Escrow Fund shall not, to the extent permitted by applicable law, be subject to levy or attachment or lien by or for the benefit of any creditor of any of the parties hereto (except with respect to the security interest therein held by Lessor). 4. Lessee hereby directs the Escrow Agent to invest the cash held in the Escrow Fund from time to time in a Deutsche Bank National Trust Company non-interest bearing demand deposit account with no fees or costs or, in the event such fund is not at the time available, such other investments as Lessee may specify in writing, to the extent the same are at the time legal for investment of the funds being invested. Interest or other amounts earned and received by the Escrow Agent with respect to the Escrow Fund shall be deposited in and become a part of the Escrow Fund. No investment shall be made that would cause the Lease Agreement to be deemed to be an arbitrage bond within the meaning of Section 148(a) of the Internal Revenue Code of 1986, as amended. 5. Lessor and Lessee hereby authorize the Escrow Agent to take the following actions with respect to the Escrow Fund: a. From time to time, the Escrow Agent shall pay the vendor or manufacturer of the Equipment payments then due and payable, or reimburse Lessee for amounts that it has paid to the vendor or manufacturer of the Equipment, upon receipt of the following: (a) a duly executed Certificate of Acceptance and Payment Request in the form attached as Exhibit A hereto, (b) the vendor(s) or manufacturer(s) invoice(s) specifying the acquisition price of the Equipment described in the requisition request, and (c) any additional documentation required by Lessor. b. If Lessor provides to the Escrow Agent written notice of the occurrence of an Event of Default or an Event of Nonappropriation by Lessee under the Lease Agreement, the Escrow Agent shall thereupon promptly remit to Lessor the entire balance of the Escrow Fund. c. Upon receipt by the Escrow Agent of a duly executed Certificate of Acceptance and Payment Request identified as the final such request, the Escrow Agent shall transfer the then remaining balance of the Escrow Fund to Lessee, upon the express condition that Lessee hereby agrees to use such excess amount solely for capital expenditures as shall be approved by Lessee or, at the written direction of Lessee, for application against the interest component of the Lessee's payment obligation under the Lease Agreement, as provided therein, unless otherwise agreed by Lessor. 6. The Escrow Agent shall have no liability for acting upon any written instruction presented by Lessee and Lessor in connection with this Escrow Agreement that the Escrow Agent in good faith believes to be genuine. Furthermore, the Escrow Agent shall not be liable for any act or omission in connection with this Escrow Agreement except for its own gross negligence, willful misconduct, or bad faith. The Escrow Agent shall not be liable for any loss or diminution in value of the Escrow Fund as a result of the investments made pursuant to Section 4. 7. To the extent authorized by law, Lessee hereby agrees to indemnify and save the Escrow Agent harmless against any liabilities that it may incur in the exercise and performance of its powers and duties hereunder and that are not due to the Escrow Agent's gross negligence or willful misconduct. No indemnification will be made under this Section or elsewhere in this Escrow Agreement for damages arising solely out of gross negligence, willful misconduct, or bad faith by the Escrow Agent, its officers, agents, employees, successors or assigns. I-2 8. The Escrow Agent may at any time resign by giving at least 30 days' prior written notice to Lessee and Lessor, but such resignation shall not take effect until the appointment of the successor Escrow Agent. The substitution of another bank or trust company to act as Escrow Agent under this Escrow Agreement may occur by written agreement of Lessor and Lessee. In addition, the Escrow Agent may be removed at any time, with or without cause, by instrument in writing executed by Lessor and Lessee. Such notice shall set forth the effective date of the removal. In the event of any resignation or removal of the Escrow Agent, a successor Escrow Agent shall be appointed by an instrument in writing executed by Lessor and Lessee. Such successor Escrow Agent shall indicate its acceptance of such appointment by an instrument in writing delivered to Lessor, Lessee and the predecessor Escrow Agent. Upon the effective date of resignation or removal, the Escrow Agent will transfer the Escrow Fund then held by it to the successor Escrow Agent selected by Lessor and Lessee. 9. This Escrow Agreement shall terminate upon receipt by the Escrow Agent of the written notice from Lessor specified in Section 5(b) or Section 5(c) hereof. 10. All notices hereunder shall be in writing, sent by certified mail, return receipt requested, or by mutually recognized overnight carrier addressed to the other party at its respective address shown on page 1 of this Escrow Agreement or at such other address as such party shall from time to time designate in writing to the other parties; and shall be effective on the date or receipt. 11. This Escrow Agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective successors and assigns. No rights or obligations of the Escrow Agent under this Escrow Agreement may be assigned without the prior written consent of Lessor and Lessee. 12. This Escrow Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and no waiver, consent, modification, or change of terms hereof shall bind any party unless in writing signed by all parties. 13. The Escrow Agent may employ agents, attorneys and accountants in connection with its duties hereunder and shall not be liable for any action taken or omitted in good faith in accordance with the advice of counsel, accountants, or other skilled persons. 14. This Escrow Agreement shall be governed by and be construed and interpreted in accordance with the internal laws of the State of California. [Remainder ofpage intentionally left blank] I-3 IN WITNESS WHEREOF, the parties hereto have caused this Escrow Agreement to be duly executed as of the day and year first above set forth. LESSOR: HOLMAN CAPITAL LESSEE: CITY OF LODI CORPORATION By: By: Lance S. Holman Jordan Ayers President &CEO Deputy City Manager ESCROW AGENT: DEUTSCHE BANK NATIONAL TRUST COMPANY By: Name: Title: By: Name: Title: Appraisal a; to foe. Deputy City Autrey I-4 EXHIBIT A To ESCROW AGREEMENT CERTIFICATE OF ACCEPTANCE AND PAYMENT IOUEST The following payment request is directed to Deutsche Bank National Trust Company (the "Escrow Agent"), as escrow agent under that certain Escrow Agreement dated June 22, 2016 (the "Escrow Agreement"), between the City of Lodi ("Lessee"), Holman Capital Corporation ("Lessor"), and the Escrow Agent. Because Holman Capital Corporation has assigned all of its right, title, and interest in and to the Escrow Agreement to Signature Public Funding Corp., all references herein to "Lessor" shall mean Signature Public Funding Corp. The Escrow Agent is hereby requested to pay from the Escrow Fund established and maintained under the Escrow Agreement the amount set forth below to the named payee(s). The amount shown is due and payable under a purchase order or contract (or has been paid by and not previously reimbursed to Lessee). The equipment described below is part or all of the Equipment leased pursuant to that certain Dispatch Console Project Equipment Lease -Purchase Agreement and Equipment Schedule both dated June 22, 2016 (the "Lease Agreement"), between Lessor and Lessee: DESCRIPTION OF QUANTITY UNITS OF EQUIPMENT AMOUNT PAYEE Lessee hereby certifies and represents to and agrees with Lessor as follows with respect to the Equipment described above: (i) the Equipment has been delivered to the location(s) set forth in the Lease Agreement; (ii) a present need exists for the Equipment, which need is not temporary or expected to diminish in the near future; (iii) the Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority; (iv) the estimated useful life of the Equipment based upon the manufacturer's representations and Lessee's projected needs is not less than the term of the Lease Agreement; (v) Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes as of the date of this Certificate; (vi) the Equipment is covered by insurance in the types and amounts required by the Lease Agreement; (vii) no Event of Default or Event of Nonappropriation, as those terms are defined in the Lease Agreement, and no event that with the giving of notice or lapse of time or both, would become an Event of Default or an Event of Nonappropriation, has occurred and is continuing on the date hereof; and (viii) sufficient funds have been appropriated by Lessee for the payment of all rental payments due under the Lease Agreement during Lessee's current Fiscal Year. Based on the foregoing, the Escrow Agent is hereby authorized and directed to fund the acquisition of the Equipment set forth above by paying, or causing to be paid, the manufacturer(s)/vendor(s) the amounts set forth on the attached invoices from the Escrow Fund held under the Escrow Agreement in accordance with its terms. The following documents are attached hereto and made a part hereof: (a) Original Invoice(s) and (b) Copies of Certificate(s) of Ownership, designating Lessor as legal owner, and evidence of filing. [Remainder ofpage intentionally left blank] I-5 IF REQUEST IS FINAL REQUEST, CHECK HERE E. The undersigned hereby certifies that the items of Equipment described above, together with the items of Equipment described in and accepted by Certificates of Acceptance and Payment Requests previously filed by Lessee with Lessor constitute all of the Equipment subject to the Lease Agreement. Date: Approved: SIGNATURE PUBLIC FUNDING CORP., as Lessor CITY OF LODI, as Lessee By: By: Name: Name: Title: Title: I-6 SCHEDULE A TO ESCROW AGREEMENT: NOTICE AND ACKNOWLEDGEMENT OF ASSIGNMENT OF ESCROW AGREEMENT Holman Capital Corporation ("Lessor"), City of Lodi ("Lessee"), and Deutsche Bank National Trust Company ("Escrow Agent") have entered into an Escrow Agreement dated June 22, 2016 (the "Escrow Agreement'), pursuant to which Lessor, or its Assignee (as defined below), has deposited cash into the Escrow Fund established thereunder, which funds are to be used by Lessee to acquire certain Equipment. Escrow Agent is hereby notified that Lessor has assigned all of its right, title, and interest in and to, but not its obligations under, the Escrow Agreement to Signature Public Funding Corp. ("Assignee"), including, in particular, but without limitation, Lessor's security interest in the Escrow Fund and Lessor's right to approve all payment requests submitted by Lessee. Date: June 22, 2016 LESSOR: HOLMAN CAPITAL LESSEE: CITY OF LODI CORPORATION By: By: Lance S. Holman Jordan Ayers President &CEO Deputy City Manager ESCROW AGENT: DEUTSCHE BANK NATIONAL TRUST COMPANY By: Name: Title: By: Name: Title: I-7 IRS FORM 8038-G [To be prepared by Holman Capital Corporation] CLOSING MEMORANDUM $562,387.00 LEASE FOR DISPATCH CONSOLE PROJECT PURSUANT TO THAT DISPATCH CONSOLE PROJECT EQUIPMENT LEASE -PURCHASE AGREEMENT AND EQUIPMENT SCHEDULE THERETO BOTH DATED JUNE 22, 2016 BETWEEN CITY OF LODI, AS LESSEE, AND HOLMAN CAPITAL CORPORATION, AS LESSOR Pre -Closing: Pre -Closing will be held at the Lessee's convenience, on or before June 20, 2016. All documents will be executed and three (3) blue ink originals will be overnighted to Holman Capital Corporation, Attn.: Aditya Kajaria, 29883 Santa Margarita Parkway, Suite 100, Rancho Santa Margarita, 92688, for delivery no later than 9:00 am on the morning of June 20, 2016 and held in trust until such time as the wires and original documents are released by the Parties. Closing: (1) By wire transfer and pending receipt of original, executed Lease Documents, on the morning of June 22, 2016, the Investor is authorized by Lessee to wire the Principal Amount of Lease to Escrow Agent, an amount equal to the Total Lease Proceeds, as defined below, pursuant to the Wire Instructions as follows: Bank Name: Deutsche Bank Trust Company Americas ABA No: 021001033 Account No: 01419647 Account Name: NYLTD FDS CTRL NY NY F/B/O: SB9328 — HCC -City of Lodi, CA Attn: Rima Dalal (2) By funds transfer and pending receipt of original, executed Lease Documents, on the morning of June 22, 2016, the Investor is authorized by Lessee to transfer via internal credit the Issuance Costs (as defined below) to Lessor, pursuant to a general ledger credit to the Lessor as follows: Bank Name: Community Business Bank ABA Number: 121144191 Account Number: 201008281 Account Name: Holman Capital Corporation Holman Capital Corporation will confirm disbursement of funds to the Lessee's escrow account and then release all of the original documents held in trust to the investor and forward a copy to the Lessee. Upon conformation by Escrow Agent of the Lease Proceeds, Lessee will wire closing costs, legal fees and other amounts to the parties in accordance with the invoices attached hereto. The Lessee will be responsible for a $5,000.00 Documentation Fee that will be due at closing. Attached you will find the invoice. Sources and Uses of Funds: Principal Amount of Lease TOTAL SOURCES Total Equipment Cost: TOTAL LEASE PROCEEDS Attest: CITY OF LODI By: Name: Jordan Ayers Title: Deputy City Manager $562,387.00 $562,387.00 $562,387.00 $562,387.00 1. AA# 2. JV# CITY OF LODI APPROPRIATION ADJUSTMENT REQUEST TO: 3. FROM: Internal Services Dept. - Budget Division 4. DEPARTMENT/DIVISION: 15. DATE: 6. REQUEST ADJUSTMENT OF APPROPRIATION AS LISTED BELOW FUND # BUS. UNIT # ACCOUNT # ACCOUNT TITLE AMOUNT A. SOURCE OF FINANCING 213 21399000 50005 Loan Proceeds $ 562,387.00 B. USE OF FINANCING 213 21399000 77020 Capitol Projects $ 562,387.00 7. REQUEST IS MADE TO FUND THE FOLLOWING PROJECT NOT INCLUDED IN THE CURRENT BUDGET Please provide a description of the project, the total cost of the project, as well as justification for the requested adjustment. If you need more space, use an additional sheet and attach to this form. FY 2016/17 To recognize loan proceeds and appropriate same for purchase of dispatch consoles. If Council has authorized the appropriation adjustment, complete the following: Meeting Date: Department Head Signature: 8. APPROVAL SIGNATURES Attach copy of resolution to this form CHrff AArei.,1 Deputy City Manager/Internal Services Manager Date Submit completed form to the Budget Division with any required documentation. Final approval will be provided in electronic copy format RESOLUTION NO. 2016-92 A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT FOR THE PURCHASE OF FIVE DISPATCH CONSOLES WITH MOTOROLA, INC., OF SCHAUMBURG, ILLINOIS, AND APPROVE AND EXECUTE A SEVEN- YEAR MAINTENANCE SERVICE AGREEMENT; APPROVING DEBT FINANCING WITH HOLMAN CAPITAL CORPORATION, OF RANCHO SANTA MARGARITA; AUTHORIZING THE CITY MANAGER AND DEPUTY CITY MANAGER TO EXECUTE ALL NECESSARY FINANCING DOCUMENTS; AND FURTHER APPROPRIATING FUNDS WHEREAS, the Lodi Police Department purchased and installed five Motorola, Inc., Centracom Gold Elite radio dispatch consoles in the Police Building in 2004, which have been constantly powered on and in use for the last 12 years; and WHEREAS, Motorola, Inc., discontinued the Gold Elite consoles in September 2011 and will end all factory support in 2018; and WHEREAS, the Lodi Police Department recommends replacing all five consoles with new Motorola MCC 7500s, which will provide dispatchers with state-of-the-art equipment; and WHEREAS, Motorola, Inc., will perform the installation of the equipment and will work directly with Lodi Police Department on implementation; and WHEREAS, the Police Department has elected to purchase a seven-year maintenance service agreement through Motorola, Inc., which will provide on-site maintenance, services, and supplies for the equipment, the cost of which is included in the General Fund operating budget for a total amount of $184,967.83; and WHEREAS, to pursue a lower cost of financing and to ensure compliance with the City's Debt Management Policy, a Request for Proposals for debt financing was issued on April 14, 2016, with a response deadline of April 27, 2016; and WHEREAS, six responses were received from local financial lending institutions, and a review of the subsequent responses in accordance with the City's Debt Management Policy resulted in the selection and recommendation of a seven-year debt financing with Holman Capital Corporation at an interest rate of 2.08 percent; and WHEREAS, the proposed term minimizes total interest costs while providing a reasonable period of time to repay the debt without adversely affecting City cash reserves. Total estimated annual payments of approximately $86,540 will be paid from AB 1913 grant funds. Total interest over the life of the financing is $43,393.28; and WHEREAS, General Fund and AB 1913 funding is appropriated in the Fiscal Year 2016/17 budget and all future fiscal year appropriations will be included during the budget process. NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby authorize and approve the following: 1. The City Manager is authorized and directed to execute a contract for the purchase of five dispatch consoles with Motorola, Inc., of Schaumburg, Illinois, and 2. Debt financing with Holman Capital Corporation, of Rancho Santa Margarita, California, in the amount of $562,387; and 3. The City Manager is authorized and directed to execute a seven-year maintenance service agreement with Motorola, Inc., in the amount of $184,967.83; and 4. The City Manager and Deputy City Manager is authorized and directed to execute all necessary financing documents. BE IT FURTHER RESOLVED that funds be appropriated in the amount of $562,387 for this purchase. Dated: June 15, 2016 I hereby certify that Resolution No. 2016-92 was passed and adopted by the City Council of the City of Lodi in a regular meeting held June 15, 2016, by the following vote: AYES: COUNCIL MEMBERS — Johnson, Kuehne, Mounce, Nakanishi, and Mayor Chandler NOES: COUNCIL MEMBERS — None ABSENT: COUNCIL MEMBERS — None ABSTAIN: COUNCIL MEMBERS — None ,JENNIFER . FERRAIOLO City Clerk 2016-92