Loading...
HomeMy WebLinkAboutContract 47391 CITY ' CONTRACT 0,10, rc � a y. SYSTEM PURCHASE AGREEMENT (Radio Systems) THIS AGREEMENT ("Agreement") is made and entered into this day of 2015 by and between Motorola Solutions, Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller") and the City of Fort Worth, Texas, a home-rule municipal corporation organized under the laws of the State of Texas ("Purchaser" or 4GCtty'l). WITNESSETH: WHEREAS, the Purchaser desires to purchase a Communications System; and WHEREAS, Motorola desires to sell a Communications System to Purchaser; and WHEREAS, Houston-Galveston Area Council ("H-GAC"), acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including the Purchaser) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and WHEREAS, H-GAC and Motorola entered into that certain Contract No. RA05-15 dated as of May 1, 2015 (the "Contract"), which provides that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 6 of the Contract, Motorola and Purchaser now wish to enter into this System Purchase Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by the Purchaser. THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: u ...,�. Exhibit A General Provisions. ryyRCIA i,� Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, consisting off""'orals July.6, 2015 Proposal (Section 1 System Description, Section 2 Statement of Work, Section 3 Warranty and Maintenance Plan, Section 4 Pricing, and Section 5 Terms and Conditions). Exhibit D Motorola/H-GAC Contract No. RA05-15 dated May 1, 2015. Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if h applicable). Motorola Contract No. - 1 - System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein,the parties agree as follows: Section 1 SCOPE OF WORK A. Motorola shall furnish all of the equipment and software as outlined in Exhibit C and provide the tools, supplies, labor and supervision necessary for the installation of the items purchased in accordance with Exhibit C. B. In addition to responsibilities described in the Statement of Work, Purchaser shall perform the following coincident with the performance of this Agreement: (1) Provide a designated Project Director. (2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola and have such facilities available for installation of the equipment to be installed. (3) Provide adequate telephone or other communications lines (including modem access and adequate interfacing networking capabilities) for the installation, operation and support of the equipment. (4) Provide adequate space, air conditioning and other environmental conditions, and adequate and appropriate electrical power outlets, distribution, equipment and connections for the installation, operation and support of the equipment. (5) Provide a designated work area with adequate heat and light, and a secure storage area for equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Purchaser's facilities and/or vehicles. Section 2 SITES This Agreement is predicated on the utilization of sites and site configurations, which have been selected either by the Purchaser or by Motorola and set forth in Exhibit C. In either situation, should it be determined by either Motorola or Purchaser during the course of performance on this Agreement that the sites or configuration selected are no longer available or desired, new or replacement sites or configuration will be selected and approved by both Motorola and the Purchaser. If any price or schedule adjustments are necessary as a result of these new or replacement sites, such adjustments will be added to this Agreement by change order in accordance with Section 4 of the General Provisions. Section 3 SUBSURFACE/STRUCTURAL CONDITIONS This Agreement is predicated upon normal soil conditions defined by E.I.A. standard RS-222 (latest revision). Should Motorola encounter subsurface, structural, adverse environmental Motorola Contract No. -2- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade and/or latent conditions at any site differing from those indicated on the specifications, or as used in the preparation of the bid price, the Purchaser will be given immediate notice of such conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall promptly investigate the conditions and, if found to be different, will adjust the plans and/or specifications as may be necessary. Any changes that cause an adjustment in the contract price or in time required for the performance of any part of the contract shall result in a contract modification in accordance with Section 4 of the General Provisions. Section 4 PERIOD OF PERFORMANCE A. Motorola projects that it will be able to obtain final acceptance and completion of the Acceptance Test Plan within the time interval specified in Exhibit C (if applicable). A more detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. B. Whenever a parry knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, the parry shall within thirty (30) days give the other party notice thereof and may request an extension of time to perform the work. C. In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that Purchaser will accept shipment, and make payment as required by this Agreement. D. It is also agreed that equipment shipping dates reflected in this Agreement are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5 ACCEPTANCE CRITERIA A. Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance will occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems or phases of the System, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems or phases. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule. B. Motorola agrees to notify Purchaser when the Communications System is ready for acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten (10) business days after receiving such notification. If testing is delayed for reasons within the control of Purchaser or its employees, contractors, agents or consultants for more than ten (10) Motorola Contract No. -3- System Purchase Agreement 7/6/201 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade business days after notification, final payment will be due within thirty (30) days after such notification and the Warranty Period will commence immediately. C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the Communications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. Section 6 PAYMENT SCHEDULE A. Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the sum of Nine Hundred Thirteen Thousand Eight Hundred Eighty Three Dollars ($913,883.00), which includes the H-GAC administration fee. The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit"C". B. Payments to Motorola shall be made according to the following milestones: 1. 30% of the total contract price upon receipt of Notice to Proceed; 2. 40% of the total contract price upon delivery of the Equipment; 3. 15% of the total contract price upon completion of Installation; 4. 10% of the total contract price upon System Acceptance; and 5. 5% of total contract price upon Final Acceptance C. During the Detailed Design Review, the City and Motorola will develop a Performance Schedule to correspond with the Payment Milestones set forth herein in this section. In the event of any substantial delay in providing sites, space, approvals, licenses, or any other obligations required preceding delivery of Motorola equipment pursuant to the Performance Schedule, Purchaser or Motorola shall initiate a Change Order to modify the Performance Schedule. The Change Order shall be mutually agreed upon and executed by both parties. It is agreed that Motorola will ship equipment as planned, in the manner specified in this Agreement. Purchaser shall make payment in accordance with the Payment Milestones of this Agreement. D. Payments to Motorola shall be made as follows: (i) Motorola shall immediately forward an invoice for the payment requested in Section 6(B) above to Purchaser. (ii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. Motorola Contract No. -4- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade E. Motorola will pay H-GAC's administrative fee in accordance with the payment terms of Motorola/H-GAC Contract No. RA05-15 dated May 1, 2015. F. 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 last date executed by the parties and continues until the date of Final Project Acceptance or expiration of the Warranty Period as set forth in Exhibit A, Section 11 of this Agreement, whichever occurs last. Section 7 PROJECT MANAGEMENT A. If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technical direction of this project. Motorola, at any time, may designate a new or alternate Project Manager with written notice to Purchaser and H-GAC. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola's Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. However, no changes to this Agreement shall be finally approved unless agreed to in writing in accordance with the terms of this Agreement and signed by an authorized representative of each party. Section 8 NOTICE ADDRESSES A. Motorola Solutions, Inc. 1303 East Algonquin Road Schaumburg, IL 60196 Attn.: Law Department B. City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 With a copy to the City Attorney at the same address. C. Houston-Galveston Area Council 3555 Timmons Lane, Suite 120 Houston, Texas 77027 Attn.: Public Services Manager Section 9 ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the following order: Terms and Conditions of this Agreement. Motorola Contract No. -5- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Exhibit A General Provisions. Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, consisting o£ Motorola's July 6, 2015 Proposal (Section 1 System Description, Section 2 Statement of Work, Section 3 Warranty and Maintenance Plan, Section 4 Pricing, and Section 5 Terms and Conditions). Exhibit D Motorola/H-GAC Contract No. RA05-15 dated May 1, 2015. Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable). Section 10 DISPUTES Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute may be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non-binding mediation. If the parties agree to mediation, neither party may unreasonably withhold consent to the selection of a mediator. Motorola and the Purchaser will bear their own costs but will share the cost of the mediation equally. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non-binding alternate dispute resolution procedure ("ADR"). Any dispute resolution proceedings, including mediation, shall be held in Tarrant County, Texas. Any dispute which cannot be resolved between the parties through negotiation or mediation within 60 days of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Tarrant County, Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties ftom resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11 SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or portion of such provision shall be considered severable, and the remainder of this Agreement shall not be affected. Motorola Contract No. -6- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade Section 12 HEADINGS AND SECTION REFERENCES The headings given to the paragraphs are inserted for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Section 13 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of Precedence); Section 10 (Disputes); Section 11 (Severability); Section 12 (Headings and Section References); Section 13 (Survival of Terms); Section 14 (Full Agreement) and Section 15 (Right to Audit). Motorola Contract No. -7- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Section 14 FULL AGREEMENT/AMENDMENTS This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. The preprinted terms and conditions found on any Purchaser 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. Section 15 RIGHT TO AUDIT Motorola agrees that Purchaser shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of Motorola involving transactions relating to this contract. Purchaser may send a representative to a Motorola facility during normal business hours to conduct such limited review, or at Purchaser's request Motorola will provide copies of the specific documents to Purchaser's location for its review. Motorola books and records provided to Purchaser pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of Motorola, unless required by law. In no circumstances will Motorola be required to create or maintain documents not kept in the ordinary course of Motorola's business operations, nor will Motorola be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to Motorola. Motorola agrees that Purchaser shall have access during normal working hours to all necessary Motorola facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Purchaser shall give Motorola reasonable advance notice of intended audits. (a) Motorola further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that Purchaser shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subcontractor, subject to the provisions of the paragraph above, involving transactions to the subcontract, and further, that Purchaser shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate workspace, in order to conduct audits in compliance with the provisions of this article together with subsection (3) hereof. Purchaser shall give subcontractor reasonable advance notice of intended audits. (b) Motorola and subcontractor agree to photocopy such documents as may be requested by Purchaser. Purchaser agrees to reimburse Motorola and or subcontractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. Motorola Contract No. -8- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below. MOTOROLA SOLUTIONS,INC. PURCHASER By: By: Nye: "Jake-frice sanlanis Title: Area Sales Manager t ant City Manager Date: Date: 6r 2ti 0 ATT 5T"­" CONTRACT AUTHORIZATION: B J Kayser M&C: 7,56t City Secretary Date Approved: APPROVED TO FORM Y: Maleshia W'Farmer Sr. Assistant City Attorney 11"I've �"vvv Motorola Contract No. -9- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade EXHIBIT A GENERAL PROVISIONS MOTOROLA SOLUTIONS,INC. Section 1 STANDARDS OF WORK Motorola agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice and industry regulations. Section 2 TAXES Purchaser is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor. Section 3 SHIPPING, TITLE AND RISK OF LOSS Title to the equipment shall pass to the Purchaser upon delivery to Purchaser's designated site following issuance of a Purchase Order by Purchaser's Project Manager. Risk of loss and damage to all equipment and materials shall be borne by the Seller until such delivery as set forth above. The above notwithstanding, title to software and any third parry supplied software shall not pass upon payment of the license fee therefore or under any circumstances. Section 4 CHANGES IN THE WORK A. The Purchaser may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Motorola is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. Motorola Contract No. - 1 - System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Section 5 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability whether for breach of contract, warranty, negligence, indemnification, strict liability in tort or otherwise, is limited to the price of the particular products or services sold hereunder with respect to which losses or damages are claimed. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action shall be brought for any breach of this contract more than two (2) years after the accrual of such cause of action except for money due upon an open account. Section 6 EXCUSABLE DELAYS A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the parry or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT A. If Motorola is wholly responsible for failure to make delivery or complete installation under the Agreement, the Purchaser may consider Motorola to be in default, unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions. B. The Purchaser shall give Motorola written notice of such default and Motorola shall have thirty (30) days to provide a plan of action to cure the default. If Motorola fails to cure the default, the Purchaser may terminate any unfulfilled portion of this Agreement or complete the system through a third party. In the event the Purchaser completes the system through a third party, Motorola shall be responsible for an amount in excess of the Agreement price, not to exceed the value of the terminated portion, incurred by the Purchaser in completing the system to a capability not exceeding that specified in the Agreement. Section 8 RESERVED Motorola Contract No. -2- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Section 9 LICENSES/AUTHORIZATION The Purchaser is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees is an agent or representative of the Purchaser in FCC matters or otherwise. Motorola, however, may assist in the preparation of the license application at no charge to the Purchaser. Purchaser acknowledges that project implementation is predicated on receipt of proper FCC licensing. Section 10 INDEMNIFICATION Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all liabilities,judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the Purchaser by reason of or on account of damage to the tangible property of the Purchaser or the property of, injury to, or death of any person, to the extent and in the proportion that such damage or injury is caused by Motorola's negligent acts or omissions or intentional conduct or that of its employees, subcontractors, or agents while on the premises of the Purchaser during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 11 WARRANTIES A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below. In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below and the Software Warranty set forth in the Software License Agreement will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance when the functionality is reduced for reasons beyond Motorola's control including, but not limited to, i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or RF coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Purchaser changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act Motorola Contract No. -3- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade of parties who are beyond Motorola's control, including Purchaser or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non-Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, liquids, neglect or acts of God, unless such defect or damage was caused by Motorola's workmanship or performance. C) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this System Purchase Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. e) Equipment that has been subjected to unauthorized modifications, disassembly or repairs (including the addition to the Equipment of non- Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i) Equipment that has been subject to illegal or unauthorized alteration of the software/firmware in the Equipment. Motorola Contract No. -4- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. 1) Normal or customary wear and tear. D. Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. E. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Motorola Contract No. -5- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Section 12 CONFIDENTIAL INFORMATION Motorola proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked Motorola PROPRIETARY and/or CONFIDENTIAL will be released as necessary under the following conditions: (1) Purchaser shall exercise reasonable and prudent measures to keep these items in confidence. (2) Purchaser shall not disclose these items to third parties without prior written permission, unless Motorola makes them public or Purchaser learns them rightfully from sources independent of Motorola, or it is required by law to be disclosed. (3) Motorola, where necessary, retains the right to prescribe specific security measures for the Purchaser to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non-Disclosure Agreement will be required. Section 13 SOFTWARE LICENSE A. Motorola Software. Any Motorola Software furnished will be licensed to Purchaser solely according to the terms and restrictions of the Software License Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and restrictions of the Software License Agreement. B. Non-Motorola Software. Any Non-Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non-Motorola Software pursuant to the Software License Agreement, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply and and the copyright owner will have all of Motorola's rights and protections under the Software License Agreement. Section 14 PATENT INDEMNIFICATION A. Motorola will defend at its expense any suit brought against Purchaser to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Purchaser 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 Purchaser 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 Purchaser by a Motorola Contract No. -6- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. B. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Purchaser the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Purchaser a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. C. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Purchaser's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Purchaser 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 Purchaser extend in any way to royalties payable on a per use basis or the Purchaser's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Purchaser from sales or license of the infringing Motorola Product. D. This Section 14 provides Purchaser's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Purchaser has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. Section 15 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola, except that Purchaser shall have the normal non-exclusive royalty-free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Section 16 WAIVER Failure or delay on the part of Motorola or Purchaser to exercise a right or power hereunder shall not operate as 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 Motorola Contract No. -7- System Purchase Agreement 7/6/201 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade 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. Section 17 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. If any claim or action is brought pursuant to this Agreement, venue for any such claim or action shall lie in the state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division, as applicable. Section 18 ASSIGNABILITY Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement, or its right to receive payment hereunder, to any of its affiliates without the prior consent of Purchaser. However, Motorola shall provide Purchaser with at least thirty (30) days written notice of any such assignment, and Purchaser shall be authorized to request and entitled to receive a sworn affidavit from the affiliate verifying its right to receive payment from Motorola prior to Purchaser making any such payment. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola shall provide Purchaser with at least thirty (30) days written notice of any such assignment which constitutes a Separation Event. Such assignment will not relieve Motorola of its duties under this Agreement. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. Section 19 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default); Subsection I LF (Disclaimer of Implied Warranties); Section 12 (Confidential Information); Section 13 (Software License); and Section 16 (Waiver); Section 17 (Governing Law) and Section 19 (Survival of Terms). Section 20 RESERVED Motorola Contract No. -8- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Section 21 MAINTENANCE SERVICE If this Agreement contains a Warranty and Maintenance Plan, then, 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 terms of this Agreement, including the Warranty and Maintenance Plan and Service Terms and Conditions. Such services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for such services will be set forth in a separate document. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such maintenance and support will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. Motorola Contract No. -9- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Exhibit B Software License Agreement This Exhibit B, Software License Agreement("Agreement")is between Motorola Solutions, Inc., ("Motorola"),and the City of Fort Worth,Texas("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. Motorola Contract No. - 1 - System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software,the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee,Motorola will use commercially reasonable efforts to: (i)determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License(or specify where that license may be found);and, (iii)provide Licensee a copy of the Open Source Software source code,without charge, if it is publicly available(although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions,Licensee will not make the Software available for use by third parties on a"time sharing," "application service provider,"or"service bureau"basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not,and will not allow or enable any third party to: (i)reverse engineer,disassemble, peel components,decompile,reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code;(ii)modify,adapt,create derivative works of,or merge the Software;(iii)copy,reproduce, distribute, lend,or lease the Software or Documentation to any third party,grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain;(iv)remove,or in any way alter or obscure,any copyright notice or other notice of Motorola's proprietary rights;(v)provide,copy,transmit,disclose,divulge or make the Software or Documentation available to,or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or(vi)use, or permit the use of,the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival,back-up,or disaster recovery purposes;provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing,Licensee will not,and will not enable or allow any third party to: (i)install a licensed copy of the Software on more than one unit of a Designated Product; or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software("RSS"),Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain,during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party("Auditor")may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee,during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any Motorola Contract No. -2- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software-and Documentation, including,but not limited to, all rights in patents,patent applications, inventions,copyrights,trademarks,trade secrets,trade names, and other proprietary rights in or relating to the Software and Documentation(including any corrections,bug fixes,enhancements,updates, modifications,adaptations,translations,de-compilations,disassemblies,emulations to or derivative works from the Software or Documentation,whether made by Motorola or another party, or any improvements that result from Motorola's processes or,provision of information services). No rights are granted to Licensee under this Agreement by implication,estoppel or otherwise,except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed,originated, or prepared by Motorola in connection with providing the Software,Designated Products, Documentation or related services,remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety(90) days from Motorola's shipment of the Software(the"Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement,Motorola warrants that the unmodified Software,when used properly and in accordance with the Documentation and this Agreement,will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted,error-free, completely free of Security Vulnerabilities,or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant,demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time,then at Motorola's option,Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective,or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of,and Motorola disclaims,any and all other warranties(express or implied,oral or written)with respect to the Software or Documentation,including,without limitation,any and all implied warranties of condition,title,non- infringement,merchantability,or fitness for a particular purpose or use by Licensee(whether or not Motorola knows,has reason to know,has been advised,or is otherwise aware of any such purpose or use),whether arising by law, by reason of custom or usage of trade,or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee Motorola Contract No. -3- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade 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. 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 of the primary agreement concerning confidential information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Motorola Contract No. -4- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade 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. 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. However, in the event Motorola assigns its right to receive payment to one of its affiliates hereunder, Motorola shall provide Purchaser with at least thirty (30) days written notice of any such assignment, and Purchaser shall be authorized to request and entitled to receive a sworn affidavit from the affiliate verifying its right to receive payment from Motorola prior to Purchaser making any such payment. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola shall provide Purchaser with at least thirty (30) days written notice of any such assignment which constitutes a Separation Event. Such assignment will not relieve Motorola of its duties under this Agreement. 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, 5,6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. Motorola Contract No. -5- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement,the parties agree that this Exhibit prevails,only with respect to the specific subject matter of this Exhibit,and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. r Motorola Contract No. -6- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade Exhibit C Technical and Implementation Documents *Actual Proposal Document consisting of: Motorola's July 6, 2015 Proposal (Section 1 System Description, Section 2 Statement of Work, Section 3 Warranty and Maintenance Plan, Section 4 Pricing, and Section 5 Terms and Conditions). Motorola Contract No. -7- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade CITY OF • ' WORTH, 1 FORT WORTH IRVING MICROWAVE UPGRADE & IN rEuoNE LINK RECONFIGURATION, l MOTOROLA The design,technical,pricing,and other information("Information")furnished with this submission is proprietary information of Motorola Solutions,Inc. ("Motorola")and is submitted with the restriction that it is to be used for evaluation purposes only.To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.All other trademarks are the property of their respective owners.0 2015 Motorola Solutions, Inc.All rights reserved. 'TABLE OF CON TENTS f Section 1 SystemDescription............................................................................................................................1-1 1.1 Introduction ........................................................................................................................1-1 1.1.1 Phase 1 ..........................................................................................................................1-2 1.1.2 Phase 2 ..........................................................................................................................1-3 1.1.3 Phase 3 ..........................................................................................................................1-3 1.1.4 Phase 4..........................................................................................................................1-4 1.2.1 Microwave Network Design Summary ...........................................................................1-4 1.2.2 Path Surveys..................................................................................................................1-5 1.2.3 Towers............................................................................................................................1-5 1.2.4 Battery Systems.............................................................................................................1-5 1.2.5 Path Profile.....................................................................................................................1-5 1.2.6 Path Data Sheet.............................................................................................................1-7 1.2.6.1 Link Reconfiguration...............................................................................................1-8 1.2.6.2 Master to Master Links...........................................................................................1-9 1.2.6.3 Simulcast Prime to Master Site Links.....................................................................1-9 1.2.6.4 TMS ASR Links......................................................................................................1-9 1.2.6.5 Dispatch/Network Management to Master Site Links...........................................1-10 1.2.6.6 City of Fort Worth CEN Network...........................................................................1-10 1.2.7 Equipment Listing.........................................................................................................1-10 1.3 Phase 4............................................................................................................................1-12 1.3.1 Network Layout ............................................................................................................1-12 1.3.2 Site specific Equipment................................................................................................1-12 1.3.3 Power and Racking Requirements...............................................................................1-14 1.3.4 Equipment listing..........................................................................................................1-14 Section 2 Statementof Work.............................................................................................................................2-1 2.1 Overview............................................................................................................................2-1 2.1.1 Phase 3 Scope...............................................................................................................2-2 2.1.2 Phase 4 Scope...............................................................................................................2-2 2.2 Assumptions.......................................................................................................................2-2 2.3 Contract..............................................................................................................................2-3 2.3.1 Contract Award (Milestone)............................................................................................2-3 2.3.2 Contract Administration..................................................................................................2-3 2.3.3 Project Kickoff ................................................................................................................2-3 2.4 Contract Design Review.....................................................................................................2-4 r 2.4.1 Review Contract Design.................................................................................................2-4 2.4.2 Design Approval (Milestone) ..........................................................................................2-5 City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i 2.5 Order Processing ...............................................................................................................2-6 2.5.1 Process Equipment List..................................................................................................2-6 2.6 EQuipment Manufacturing or procurement........................................................................2-6 2.6.1 Manufacture Equipment.................................................................................................2-6 2.6.2 Ship Equipment to Field.................................................................................................2-7 2.7 Engineering Services .........................................................................................................2-7 2.8 System Implementation......................................................................................................2-9 2.8.1 Install Fixed Network Equipment....................................................................................2-9 2.8.2 Fixed Network Equipment Installation Complete..........................................................2-12 2.8.3 System Installation Acceptance (Milestone).................................................................2-12 2.9 System Optimization ........................................................................................................2-12 2.9.1 Optimize System FNE..................................................................................................2-12 2.9.2 Link Verification............................................................................................................2-12 2.9.3 Completion Criteria:......................................................................................................2-13 2.9.4 Optimization Complete.................................................................................................2-13 2.10 Acceptance Testing..........................................................................................................2-13 2.10.1 Perform Equipment Testing......................................................................................2-13 2.10.2 Perform Functional Testing ......................................................................................2-13 2.10.3 System Acceptance Test Procedures (Milestone) ...................................................2-14 2.11 Finalize.............................................................................................................................2-14 2.11.1 Cutover.....................................................................................................................2-14 2.11.2 Resolve Punchlist.....................................................................................................2-15 2.11.3 Transition to Service/Project Transition Certificate...................................................2-15 2.11.4 Finalize Documentation............................................................................................2-15 2.11.5 Final Acceptance (Milestone)...................................................................................2-16 2.12 Project Administration ......................................................................................................2-16 2.12.1 Project Status Meetings ...........................................................................................2-16 2.12.2 Progress Milestone Submittal...................................................................................2-16 2.12.3 Change Order Process.............................................................................................2-17 2.12.3.1 Example - Change Order Form ...........................................................................2-17 Section 3 Warranty and Maintenance Plan........................................................................................................3-1 3.1 The Motorola Service Delivery Team.................................................................................3-1 3.1.1 Account Services Manager............................................................................................3-1 3.1.2 Motorola System Technologists.....................................................................................3-1 3.1.3 Motorola System Support Center...................................................................................3-1 3.1.4 Motorola Local Service Provider ....................................................................................3-2 3.2 Warranty Services..............................................................................................................3-2 3.2.1 Dispatch Service ............................................................................................................3-2 3.2.2 On-Site Infrastructure Response....................................................................................3-2 3.2.3 Network Preventative Maintenance................................................................................3-3 3.2.4 Infrastructure Repair.......................................................................................................3-3 July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. ii Table of Contents Motorola Solutions Confidential Restricted 3.2.5 Infrastructure Repair with Advanced Replacement........................................................3-3 3.2.6 Technical Support Service .............................................................................................3-3 3.2.7 Network Monitoring Service ...........................................................................................3-4 3.2.8 First Echelon Support: Microwave..................................................................................3-4 3.2.8.1 Equipment Warranty& Post Installation Support....................................................3-5 3.2.9 Maintenance and Support ..............................................................................................3-6 3.2.9.1 Introduction.............................................................................................................3-6 3.2.9.2 Equipment Supported.............................................................................................3-6 3.2.9.3 Current spares on hand..........................................................................................3-6 3.2.9.4 Call-Outs and Corrective Maintenance...................................................................3-6 3.2.9.5 Support Procedure .................................................................................................3-7 3.2.9.6 Response Time Table.............................................................................................3-7 3.2.9.7 System Repairs ......................................................................................................3-7 3.2.9.8 Assumptions:..........................................................................................................3-8 3.3 Post Warranty Services......................................................................................................3-8 Section 4 PricingSummary................................................................................................................................4-1 Section 5 Termsand Condtions ........................................................................................................................5-1 City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents iii SECTION 1 SYSTEM DESCRIPTION INTRODUCTION The Fort Worth-Irving regional radio system provides a single, unified, advanced Project 25 radio system for the North Central Texas area for public safety and first responders. Currently there are multiple cities and agencies operating on the regional radio system with several more in the process of joining. Recently, the Cities of Arlington and Grand Prairie are each building out simulcast systems and dispatch sites that will be directly connected to the regional radio system. As this regional radio system rapidly grows additional design considerations must be addressed. Motorola has worked closely with the various cities to assist in developing a logical plan to address required system enhancements as the system builds out. The regional radio system consist of two zones, or master sites, connected together to form one logical radio network with a common system ID. The system includes Dynamic System Resiliency (DSR) which provides for geographic redundant master site operation in the event of a catastrophic failure. A high level logical block diagram of the radio system infrastructure is shown in Figure 1-1. Irving 1 � Ir°ItrZone Llnk , Master Site a F Irving DSft Master / Site -r I f) y W a rctl a'�yna@ d n vri �p m� �OiYien nuuo vq � //,✓/,/l///, %%//G...%i j, r,/%//l/ i ii/l////%///„l// / /////////,i//I//� /i%//////l//%%////// Il1r/%%/%/ /.a/l.o/l/ / /G,,l/,r// Figure 1-1: Simplified System Diagram City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-1 A major consideration for the system is to develop a robust network transport interconnecting the various system components and sub-systems. Predominately, each City utilizes a microwave network for their simulcast sub-systems. The simulcast sub-systems and dispatch sites are then connected to the two master sites using either leased T1 circuits or microwave paths. The Interzone link is a critical interconnection of the system that brings the two master sites together to actually create the system. Furthermore, with the introduction of DSR,the InterZone link also carries secondary (backup) site link traffic. It is crucial that the InterZone link is sized appropriately and provides a highly reliable connection. In working with the cities, a four phased approach has been developed to build out a highly reliable network transport interconnecting the master sites, radio sites and dispatch sites. Phases 1 & 2 are currently being implemented on the microwave systems and deal with the routing of various site links for Arlington, Grand Prairie and Irving through the Fort Worth, Arlington, Grand Prairie, and Irving microwave systems to the DSR master sites for Fort Worth and Irving. Additionally this implementation removes the InterZone links from physical TIs and routes these links through the Fort Worth, Arlington, and Grand Prairie microwave systems and through the Irving microwave system to Irving CJC, and Eagle Mtn. Phases 3 &4 will further expand the interconnection between the various microwave systems, and will provide loop protection for all the links used between the various microwave systems at the final implementation of phase 4. Phases 3 &4 are the elements proposed in this document. All four phases are described in the following paragraphs for informational purposes only. 1. .1 Phase 1 The first phase in building out the network transport connections involved defining how the Cities of Grand Prairie and Arlington's new microwave networks will connect into the Fort Worth and Irving master sites. The four Cities finalized agreements which allowed them to interconnect their microwave systems to facilitate the required site link connections. This involved the following new microwave paths: • New microwave path between Rolling Hills and Curry Road tower site (Arlington P25 project). • New microwave path between Curry Road tower site and Grand Prairie Lake Dam site (Grand Prairie P25 project). • New microwave path between Cooper Road tower site and Grand Prairie 109`h Street water tower site (Arlington P25 project). • Grand Prairie 109t"Street water tower site to Irving's Criminal Justice Center(CJC) (Grand Prairie P25 project). Phase 1 is currently in deployment and required to bring the City of Arlington and Grand Prairie P25 systems online. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 1-2 System Description Motorola Solutions Confidential Restricted 1.11 Phase Extending the agreements reached in Phase 1, the 2nd phase is to fully utilize the end-to-end network connectivity obtained from Phase 1 for system interconnections and site links. The Cities have requested that Motorola propose a solution to reconfigure existing site links from leased telco circuits over to existing microwave systems. The existing microwave systems include the City of Arlington's new microwave system and the City of Grand Prairie's new microwave system. Both of these new microwave systems are currently in deployment at the time of this proposal. This solution will configure these two microwave systems to allow for T1 and Ethernet connectivity between the City of Fort Worth and City of Irving's master sites and associated site links. Following is the scope of work for Phase 2 currently being implemented. • Convert the InterZone T1 links to Ethernet and configure the InterZone link to utilize the existing microwave systems connecting the Fort Worth and Irving master sites. This will allow the cities of Fort Worth and Irving to replace the current leased T1 circuits with these newly provisioned Ethernet microwave connections. • Reconfigure the Irving secondary Ethernet site links to utilize existing microwave systems for the connection the City of Irving's DSR master site located at the Eagle Mountain site. This will provide the City of Irving with the full bandwidth required for its secondary Ethernet site links that are currently utilizing the same leased T1 circuits being utilized for the InterZone link. Phase 2 provides an increased InterZone link capacity which as required by the implementation of the City of Arlington and the City Grand Prairie systems. 1.1.3 hale Phase 3, which is part of this current proposal, is to add a new North microwave hop to provide a direct link between the two master sites. By adding this North microwave hop, it provides for a highly reliable direct connection for the InterZone link between the Fort Worth and Irving microwave systems. Furthermore,the DSR site links, and InterZone links will also utilize the link which will provide a physically diverse path not available as part of Phase 2. The proposal is based on the following scope of work for Phase 3. • Provide and install new microwave hop between Bergh 11 tower and Finley water tower. • Reconfigure one of the InterZone Ethernet InterZone links to utilize the new North microwave hop. • Reconfigure the Fort Worth secondary Ethernet site links to utilize the new North microwave hop. I City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-3 1.1.4, Phase With a new North microwave path in place,Phase 4 would add loop protection and diverse route capability now that multiple paths exist between the four Cities interconnected microwave systems. To provide for this capability MPLS networking equipment will be added at each place the four Cities' microwave networks come together. The proposal is based on the following scope of work for Phase 4. • Provide and install Alcatel-Lucent 7705 routers at the following locations: – Arlington–Curry. – Arlington–Cooper. – Grand Prairie—Lake Dam. – Grand Prairie-109 St. – Irving–CJC. – Irving—Finley. At each of these sites the following would be performed or provide: • Provide and Install an Alcatel-Lucent 7705. • Ethernet VLAN and Channels would be configured. • The connection into 5620 SAM at Eagle Mountain would be verified. • The MPLS connectivity into the Fort Worth network would be verified. • Interconnection of system would be documented. Further this proposal would provide and install 5620 SAM 7705 licenses at the Eagle Mtn. site. The connections from the 5620 SAM to each new 7705 in the system would be verified. 12 PHASE 3 1.2.1 ui V Design Summary Motorola Solutions is pleased to offer the Phase 3 equipment and services for the City of Fort Worth. This proposal lists the equipment to be supplied by Motorola Solutions and a general description of the Microwave network including the number of sites, radio type, and antenna types. This design is subject to review and revision pending the outcome of path surveys, site inspections and final engineering design. • One(1)Alcatel-Lucent MDR8000 Link. • Two (2) HP6-59W(TR)Antennas. • Three Hundred and Thirty (330) feet of EW 63 Elliptical waveguide with connectors and jumpers. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 1-4 System Description Motorola Solutions Confidential Restricted N . 2 ftth Surveys Formal Microwave path surveys are conducted to determine or verify site coordinates, ground elevation, on-path obstructions (location and height), tower information, and other parameters required to engineer the final design of a radio link. The present and anticipated future effect of on- path obstructions, such as tree growth, is evaluated and incorporated into the path design where applicable. 1.2.3 Motorola Solutions will provide a Structural Analysis of the Tower and the new antenna sizes and heights required for the installation of this equipment. The City of Fort Worth would be responsible for any structural tower remediation that would be needed to the Bergh 2 tower as a result of this tower study. The City of Irving would be responsible for any structural tower remediation that would be needed to the Finley tower as a result of this tower study. 1.2.4 a ' r Systems Motorola Solutions is providing the additional load presented to the DC power systems at each site. It is the responsibility of the cities to upgrade their power systems if needed. The additional power at the two sites receiving new equipment in phase 3 are: 1. Bergh 2 - 140 W. 2. Finley - 140 W. 1.2.5 fl Motorola Solutions and its value-added partner Scientel are providing a paper path profile based on estimated path obstructions. Once the project kick-off functions have taken place in the post-sale phase of the project,path surveys will be performed and final dish heights will be determined. a�����°�IIIIIIIIIIIIIIIIIII 4� u ���� t ry �� Figure 1-2:Topographic Map—Regional Terrain Plot I City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-5 w_ 700 - �-- _ 660 620 cQ>, r+ { ✓ i s y ,✓`a°',r'-d ° .'fr",W A ✓,^ *±" :_. "//,,rr,r✓".' "' "r''^,"r`,r,,�,r„r°*,e...„ rf' u 540 ' r r ✓ �”' e ✓ r ✓ rr r r r,„°, � 2 � 500 r , eed r r fi 460 0 1 2 3 4 5 6 7 8 Path length(8.88 mil Bergh 2 Frequency(MHz)=6175.0 Finley WT 1 Latitude 32 48 30.00 N K= 1.33,0.67 Latitude 32 51 15 00 N Longitude 097 07 50.50 W %F1=60.00,3(1.{10 Longitude 096 59 11.00 W Azimuth 69.12° Azimuth 24920` Elevation 52B ft ASL Elevation 581 ft ASL Antenna CL 160.0 ftAGL Antenna CL 110.0 ftAGL Figure 1-3: Path Profile—Bergh 2 to Finley W N r, M { r W7� d i.is I r p; r Figure 1-4: Reconfigured microwave systems with new Bergh 2 to Finley WT hop shown in blue. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 1-6 System Description Motorola Solutions Confidential Restricted 1.2.6 Path Data Sheet Table 1-1: Path Calculation-Bergh 2 Tower to Finley Water Tank Latitude 32 48 30.00 N 32 51 15.00 N Longitude 097 07 50.50 W 096 59 17.00 W True azimuth (9 69.12 249.20 Vertical angle(9 -0.05 -0.05 Elevation (ft) 528.22 580.71 Tower height(ft) 493.00 110.00 Antenna model HP6-59W JR) HP6-59W JR) Antenna gain (dBi) 39.40 39.40 Antenna height (ft) 160.00 110.00 TX line model EW63 EW63 TX line unit loss (dB/100 ft) 1.44 1.44 TX line length (ft) 190.00 140.00 TX line loss (dB) 2.73 2.01 Connector loss (dB) 0.50 0.50 Frequency(MHz) 6175.00 Polarization Vertical Path length (mi) 8.88 Free space loss (dB) 131.38 Atmospheric absorption loss (dB) 0.12 Field margin (dB) 2.00 Net path loss (dB) 60.45 60.45 Radio model MDR-8706E-150 MDR-8706E-150 TX power(dBm) 29.00 29.00 Emission designator 30MOD7W 30MOD7W EIRP (dBm) 65.17 65.89 FIX threshold criteria BER 10-6 BER 10-6 RX threshold level (dBm) -69.00 -69.00 Receive signal (dBm) -31.45 -31.45 Thermal fade margin (dB) 37.55 37.55 Dispersive fade margin (dB) 49.00 49.00 Dispersive fade occurrence factor 1.00 Effective fade margin (dB) 37.25 137.25 Climatic factor 1.00 Terrain roughness(ft) 20.00 C factor 3.29 Average annual temperature(cF) 65.00 Fade occurrence factor(Po) 3.557E-002 Annual multipath availability(%) Annual 99.99978 99.99978 Multipath unavailability(sec) Annual 2 way 68.64 68.64 Multipath availability(%) Annual 2 way 99.99956 Multipath unavailability(sec) 137.27 f Multipath fading method- Vigants-Barnett City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-7 126A Link Reconfiguration As part of this phase of the project an InterZone link will be moved from the south path of microwave through Rolling Hills to Currey and on to Irving CJC. This link will be relocated to the north path established by phase 3. This will give path diversity for the two InterZone links in phase 3. Several Fort Worth links will be reconfigured as Ethernet links and will be moved from physical T1 Is through the Bergh 2 to Finley hop of microwave. The following is a listing of the links that will be reconfigured and/or redirected during phase 3. • P25 Prime Site(Layer 1) Main Link currently a T1 will be reconfigured to an Ethernet link. This is an internal link at Eagle Mtn, between the prime site and the Master Site. (Internal Ethernet cross-over link). • P25 Prime Site(Layer 2) Main Link—it is currently a T1 from Rolling Hills to Eagle Mtn. Master via the Fort Worth Microwave system—this link will be reconfigured as an Ethernet link. (CFW microwave only). • Console Site Link 1 (Main)—Bolt Street to Eagle Mtn. Master site—this link is currently a T1 will be reconfigured as an Ethernet link(CFW microwave only). • Console Site Link 2 (Main)—Bolt Street to Eagle Mtn. Master site—this link is currently a T1 will be reconfigured as an Ethernet link (CFW microwave only). • Console Site Link 1 (Main)—Alt PSAP to Eagle Mtn. Master site—this link is currently a T1 will be reconfigured as an Ethernet link(CFW microwave only). • Console Site Link 2 (Main)—Alt PSAP to Eagle Mtn. Master site—this link is currently a T1 will be reconfigured as an Ethernet link (CFW microwave only). • Console Site Link 1 (Main)—Radio Shop to Eagle Mtn. Master site—this link is currently a TI will be reconfigured as an Ethernet link(CFW microwave only). • P25 ASR to TMS Main Link—it is currently a physical TI from TMS to Eagle Mtn. Master it will remain a T1. (Physical TI). • P25 ASR to TMS Redundant Link—it is currently a physical T1 from TMS to Irving CRC DSR Master it will remain a T1. (Physical T1). • P25 Prime Site (Layer 1)Redundant Link Eagle Mtn. to Irving CJC DSR will be converted to Ethernet from T1 (Microwave EtherneUVLAN via Bergh 2 to Finley WT hop). • P25 Prime Site(Layer 2) Redundant Link Rolling Hills to Irving CJC DSR will be converted to Ethernet from T1 (Microwave Ethernet/VLAN via Bergh 2 to Finley WT hop). • Console Site Link 1 (Redundant)—Bolt Street to Irving CJC DSR will be converted to Ethernet from T1 (Microwave Ethernet/VLAN via Bergh 2 to Finley WT hop). • Console Site Link 2 (Redundant)—Bolt Street to Irving CJC DSR will be converted to Ethernet from T1 (Microwave Ethernet/VLAN via Bergh 2 to Finley WT hop). • Console Site Link 1 (Redundant)—Public Safety/ALT PSAP to Irving CJC DSR will be converted to Ethernet from T1 (Microwave Ethernet/VLAN via Bergh 2 to Finley WT hop). • Console Site Link 2 (Redundant)—Public Safety/ALT PSAP to Irving CJC DSR will be converted to Ethernet from Tl (Microwave Ethernet/VLAN via Bergh 2 to Finley WT hop). • Fort Worth City Hall CEN connection to Ft. DSR Master at Irving CJC DSR will be converted to Ethernet from T1 (Microwave Ethernet/VLAN via Bergh 2 to Finley WT hop). July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 1-8 System Description Motorola Solutions Confidential Restricted • Interzone link 02—which is an Ethernet\ULAN link currently connected from Eagle Mtn. to Irving CJC through Rolling Hills to Arlington/Grand P. microwave will be redirected to Irving CJC from Eagle Mtn. through the Bergh 2 to Finley Water Tower hop as part of this phase. '126.2 Master to Master Unks The City of Fort Worth Zone Master Site is at Eagle Mtn. and the Irving Zone Master Site is at Irving CJC. An Irving Zone DSR Master Site is located at Fort Worth Eagle Mtn. and a Fort Worth Zone DSR Master Site is located at Irving CJC. These sites are connected together by two InterZone links. The Master site at Eagle Mtn. is connected to the Bergh II site through the Fort Worth microwave system ring. This is the one of the two termination points for the new hop of nucrowave provided by phase 3. The other path to Irving CJC from Eagle Mtn. was established as part of phase 2. This path travelled from Eagle to Rolling Hills and then on to Irving through the Arlington and Grand Prairie microwave systems. One of the two InterZone links that is currently connected to Irving CJC through this southern path will be moved to the new path that will be established in the north via the Bergh 2 to Finley Water Tank microwave hop. 1263 Shl'Kflcast Rilrne to Master Site Lnks For this proposed microwave hop addition to the City of Fort Worth and Irving microwave systems the Simulcast prime to Master site links are secondary links between the Simulcast Prime sites in Fort Worth to the DSR Master Site for Fort Worth in Irving CJC. The Prime site at Eagle Mtn. is connected to the Bergh II site through the Fort Worth microwave system ring. Therefore traffic to and from the Eagle Mtn. site to the Irving CJC site will have to traverse from Eagle Mtn. to Bergh 11. This data will then be carried through a Bergh II to Finley microwave path to the Irving microwave system. The Finley Water Tank is connected to Irving CJC through the City of Irving Microwave system. Therefore traffic to and from Eagle Mtn. to Irving CJC will travel through the Ft Worth System from Eagle to Bergh 2—to Irving via Bergh 2 Finley microwave hop, and from Finley to Irving CJC. The Prime site at Rolling Hills is connected to the Bergh 11 site through the Fort Worth microwave system ring. Therefore traffic to and from the Rolling Hills site to the Irving CJC site will have to traverse from Rolling Hills Mtn. to Bergh II on the Fort Worth microwave system. This data will then be carried through a Bergh 11 to the Finley Water Tank microwave path to the Irving microwave system. The Finley Water Tank is connected to Irving CJC through the City of Irving Microwave system. Therefore traffic to and from Rolling Hills to Irving CJC will travel through the Ft Worth System from Rolling Hills to Bergh 2—to Irving via Bergh 2 Finley Water Tank microwave hop, and from Finley Water Tank to Irving CJC. 126A TMS ASR Links The ASR site for Fort Worth at TMS has two physical connections: 1)To Eagle Mtn. Master site and 2) a TI to Irving CJC. These links will remain as they are and no changes will be made to these links by this phase of the project. f City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-9 1.2 a ,,5 ispatdh/NetworIk,, Management to Master Site Links The Bolt Street Dispatch site currently uses two Tls to connect to the Eagle Mtn. Master Site for console traffic. This project will replace those two links with Ethernet/WAN links. These links will remain within the Fort Worth Microwave ring. The Bolt Street Dispatch site currently uses terrestrial Tls to connect to the City of Fort Worth DSR site located at Irving CJC. These T1 Links will be reconfigured as Ethernet/VLAN links and placed on the Bergh II to Finley hop established as part of this project. The links will be to/from Bolt Street Dispatch to the Bergh 11 site through the Fort Worth Microwave system ring. At Bergh 11 these links will be put on the Bergh II Finley to traverse the link between Fort Worth's microwave system to the Irving microwave system. To/From Finley traffic is routed through Irving microwave system to the Fort Worth DSR site located at Irving CJC. The Alt PSAP Dispatch site currently uses two TI s to connect to the Eagle Mtn. Master Site for console traffic. This project will replace those two links with Ethernet/WAN links. These links will remain within the Fort Worth Microwave ring. The Alt PSAP Dispatch site currently uses terrestrial TIs to connect to the City of Fort Worth DSR site located at Irving CJC. These T1 links will be reconfigured as Ethernet/VLAN links and placed on the Bergh II to Finley hop established as part of this project. The links will be to/from Alt PSAP Dispatch to the Bergh II site through the Fort Worth Microwave system ring. At Bergh 11 these links will be put on the Bergh II Finley to traverse the link between Fort Worth's microwave system to the Irving microwave system. To/From Finley traffic is routed through Irving microwave system to the Fort Worth DSR site located at Irving CJC. The Radio Shop for the City of Fort Worth also has a console site. This console site is a single link set i up and does not have redundancy through the DSR site at Irving CJC. This link will be converted to Ethernet by this project, however, no link will be established between this site and the Irving CJC DSR site since this is a single link system. 126,6 City of �Fort Worth CEN Netwo�* The City of Fort Worth has a backup CEN connection from the Fort Worth DSR at Irving CJC. This DSR connection is currently a physical connection between these two locations. The City Hall is a location that is part of the Public Safety building complex. It will be the responsibility of the City of Fort Worth to extend the LAN from the Public Safety building if necessary. This LAN connection will connect to the City of Fort Worth microwave backbone at this location. The data from City Hall will travel to and from Bergh 11, where it will be connected to the Irving microwave system through the Finley Bergh 11 hop. Once on the Irving microwave this traffic will go to the Irving CJC location. 1.21 EqUipment Listing The equipment for this project will be provided by Motorola Solutions and Scientel, its value-added partner for this project. Motorola Solutions will provide two Extreme Switches to be used as spares throughout the microwave system. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 1-10 System Description Motorola Solutions Confidential Restricted Scientel will provide the following equipment: Table 1-2: Scientel provided equipment for the Bergh 2 Finley Water Tank hop Item Item Quantities No. 1 150 Mb/s+ 16/32 DS1 Capacity, Hot Standby, 29 dBm TX 2 2 Rack Assembly, 7 ft, 19-in 1 3 Power Distribution Unit 1 4 Rack Packing 2 5 External Alarm Relay Interface 2 6 Orderwire Handset w/DTMF 1 7 Cable, User Interface, 6' 2 8 Fan Assy - Standard 1 9 Fan Assy- Under PDU Mount 1 10 Single Port Waveguide Adapter Kit, CPR-137 2 11 Waveguide Extension Kit, Posn A2, 6 GHz 1 12 Waveguide Extension Kit, Posn A5, 6 GHz 1 13 Cable, Junction, ELMC, 4-ft 1 14 DS1 1/0 Cable, 15-ft 4 15 Cable, External Alarm, 25-ft 2 16 EtherNet 1/0 Cable, CATSE, 10-ft 4 17 6', 5.925-7.125 GHz, 39.4 DBI GAIN, PARABOLIC DISH 2 18 INBOARD SIDE STRUT KIT FOR 6FT MICROWAVE ANTENNAS; 10.5 FT 2 19 Elliptical Waveguide 5.925-7.125 Ghz, Black Pe Jacket, Per Foot (EW63- 370 59W-F) 20 Ldf7 Hoisting Support Grip Kit (24312A) 2 21 Grounding Kit 1-5/8 Two Hole 1/4in Lug, 60in, Field Crimp-On (220498) 7 22 5.925-7.125 Ghz Cpr137G Fixed-Tuned Cprl37G Conn. for Ew63, Ewp63 4 (163SE) 23 Waveguide Boot for Ew63, 4 in (WGB4-63) 2 24 Hanger Kit for Ew63, Kit of 10 (42396A-7) 13 25 Flex Waveguide Wrl37, 5.85-8.2 Ghz, Cpr137G/Cprl37G, 36 in 2 26 Pressure Window for Wr137, 5.858.2 Ghz, Mates to Cprl37G (55001-137) 2 27 1 in Hardware Kit, Kit of 10 (31769-1) 13 28 Stainless Steel Angle Adapter, (Kit of 10) 06-26 Ghz (31768A) 13 29 Thread Rod Support 12in (305MM) Long, Kit of 5 (31771-4) 2 30 Misc Antenna & Line Installation Material 1 31 Misc. Install Materials 2 32 j SHIPPING 2 City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-11 1.3 PHASE 4 This phase of the proposal provides for project management, design,procurement, staging, installation, optimization, and maintenance to interconnect four NCTCOG P25 networks utilizing MPLS technology. The outlined system proposal contains the following (Figure 1-5): w .1 Network Layout scientel CITY OF FORT WORTH aRP WO RTH NTCOG Design M: j f,✓ �"'r dais �v'wq sit. o ouw u \ 1 4,4 1 � r Ew.vPt'tuw;mk r •,"fin, Figure 1-5: Proposed Phase 4 microwave system network layout , .2 Site specific uip Arlington - Curry 1. Motorola Solutions and its partner will provide and install an Alcatel-Lucent 7705. 2. Motorola Solutions and its partner will configure the Ethernet VLAN and Channels. 3. Motorola Solutions and its partner will verify connection into 5620 SAM at Eagle Mountain. 4. Motorola Solutions and its partner will verify MPLS connectivity into the Fort Worth network. Arlington - Coulter 1. Motorola Solutions and its partner will provide and install an Alcatel-Lucent 7705. 2. Motorola Solutions and its partner will configure the Ethernet VLAN and Channels. 3. Motorola Solutions and its partner will verify connection into 5620 SAM at Eagle Mountain. 4. Motorola Solutions and its partner will verify MPLS connectivity into the Fort Worth network. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 1-12 System Description Motorola Solutions Confidential Restricted Grand Prairie­-Lake Dairn 1. Motorola Solutions and its partner will provide and install an Alcatel-Lucent 7705. 2. Motorola Solutions and its partner will configure the Ethernet VLAN and Channels. 3. Motorola Solutions and its partner will verify connection into 5620 SAM at Eagle Mountain. 4. Motorola Solutions and its partner will verify MPLS connectivity into the Fort Worth network. Grand IPraiirie­. 109 St 1. Motorola Solutions and its partner will provide and install an Alcatel-Lucent 7705. 2. Motorola Solutions and its partner will configure the Ethernet VLAN and Channels. 3. Motorola Solutions and its partner will verify connection into 5620 SAM at Eagle Mountain. 4. Motorola Solutions and its partner will verify MPLS connectivity into the Fort Worth network. Irving - CJC 1. Motorola Solutions and its partner will provide and install an Alcatel-Lucent 7705. 2. Motorola Solutions and its partner will configure the Ethernet VLAN and Channels. 3. Motorola Solutions and its partner will verify connection into 5620 SAM at Eagle Mountain. 4. Motorola Solutions and its partner will verify MPLS connectivity into the Fort Worth network. Irvin - Firfley 1. Motorola Solutions and its partner will provide and install an Alcatel-Lucent 7705. 2. Motorola Solutions and its partner will configure the Ethernet VLAN and Channels. 3. Motorola Solutions and its partner will verify connection into 5620 SAM at Eagle Mountain. 4. Motorola Solutions and its partner will verify MPLS connectivity into the Fort Worth network. P''ori Worth', - I Eagle Mountain 1. Motorola Solutions and its partner will procure and Install 5620 SAM 7705 Licenses. 2. Motorola Solutions and its partner will verify connection from 5620 SAM to each new 7705. The following spares will be stored on behalf of this project: • 1 each Alcatel-Lucent 7705 with: — One Fan Module. — Two Control Switch Module V2(CSMV2). — Two 8 Port GE/FE Ethernet Card V2. — One SAR-8 SHELF V2. — One Synchronization Y-Cable. — One SAR Release 6.1 Basic OS License. — Two Power Cable. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Description 1-13 '1 3.3 �Power and Racking Requirements The cities which have 7705 equipment being located at their sites will be responsible for providing the correct racking space for the 7705 equipment. The cities which have 7705 equipment will be responsible for any modifications or additions to the power systems required to install 7705 equipment at their sites. The power required at each of these sites will be 330 Watts which is the maximum power consumption of a 7705 SAR-8. 3A Equipment listing Table 1-3: Scientel provided equipment for the phase 4 so Item Item Quantities No. 1 Fan Module (SAR-8 Shelf V2) Ext Temp -48VDC 7 2 Control Switch Module V2 (CSMV2) 14 3 8 Port GE/FE Ethernet Card V2 14 4 SAR-8 SHELF V2 7 5 Synchronization Y-Cable 7 6 5620 SAM Licenses for 7705 SAR-8 7 7 SAR Release 6.1 Basic OS License 7 8 Power Cable 14 9 Shipping 7 10 Misc. Installation Material 6 11 REMOTE TECHNICAL SUPPORT Gold 24x7 (6) 7705 1 12 1 YR SW SUBS PLAN 7705 SAR8 1 13 Software Subscription Plan 5620 SAM 1 14 Year 2 REMOTE TECHNICAL SUPPORT Gold 24x7 (6) 7705 1 15 Year 2 Return & Repair 1 16 Year 2 - 1 YR SW SUBS PLAN 7705 SAR8 1 17 Year 2 Software Subscription Plan 5620 SAM 1 I July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 1-14 System Description Motorola Solutions Confidential Restricted SECTION 2 STATEMENT OF WORK 2.1 OVERVIEW This Statement of Work (SOW) describes the deliverables to be furnished to the City of Fort Worth and Irving for the MW Reconfiguration of the Fort Worth-Irving Regional Radio System. The tasks described herein will be performed by Motorola, its subcontractors, and the cities involved to implement the Phase 3 and 4 solutions described in the System Description. It describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola and the effected cities during the project implementation. Specifically, this SOW provides: • A summary of the phases and tasks to be completed within the project lifecycle. • A list of the deliverables associated with the project. • A description of the responsibilities for both Motorola and Fort Worth - Irving. • The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by all parties to ensure a successful project implementation. In particular, Motorola has made assumptions of the sites to be used for the new system. Should any of the sites change, a revision to the SOW and associated pricing will be required. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations, Contract Design Review (CDR), and any other change orders that may occur during the execution of the project. Today the InterZone link and the Irving DSR Backup site links are using a leased TI that doesn't have adequate bandwidth. This project is for Phase 3 and 4 of an ongoing project which includes: • Reconfiguring the InterZone links to utilize each city's microwave system which will result in an Ethernet InterZone link between the Fort Worth Eagle Mountain master site and the CJC Irving Master site. • Reconfigure the City of Irving's DSR backup links to utilize each city's microwave system to connect to Irving's DSR Master at Eagle Mountain. • Reconfigure Fort Worth's prime site and dispatch site DSR site links to utilize the each city's microwave system. • Optional: Reconfigure Fort Worth's prime site and dispatch site T links to Ethernet site links. Phases 3 and 4 further expands the interconnection between the participating entities microwave systems and will provide Loop protection for the various links used between the various microwave systems. i City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-1 2.1.1 Phase 3 Scope • Add a new North microwave hop to provide a direct link between the City of Fort Worth and City of Irving Master sites. This microwave hop will be between the Bergh II tower and the Finley water tower. • Reconfigure one of the InterZone Ethernet links to utilize the new North microwave hop. 21.2 Phase 4 Scope With a new North microwave path in place, Phase 4 would add loop protection and diverse route capability now that multiple paths exist between the four cities interconnected microwave systems. To provide for this capability MPLS networking equipment will be added at each place the four Cities' microwave networks come together. Alcatel-Lucent 7705 routers will be added at the following locations: • Arlington—Curry. • Arlington—Cooper. • Grand Prairie—Lake Dam. • Grand Prairie-109 St. • Irving—Criminal Justice Center(CJC). • Irving—Finley. C. AOSUMPTIONS Motorola has based the system design on information provided by Fort Worth-Irving and the other participating cities an analysis of their system requirements. All assumptions have been listed below for review. Should Motorola's assumptions be deemed incorrect or not agreeable to Fort Worth - Irving a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order. • All work is to be performed during normal work hours,Monday through Friday 8:00 a.m. to 5:00 p.m. • Any addition, deletion, or change to the installation and test scope of work that has a cost impact shall be addressed with a Change Order. • Site and path surveys to be completed to finalize antenna heights. • Fort Worth-Irving to provide rack space in the shelter/equipment room(s). • Fort Worth-Irving to provide Tower/Structural Analysis reports for the Antenna tower/mounting structure. • Any Tower or structural modifications is the responsibility of Fort Worth-Irving. • The new microwave radios will be added into the Fort Worth-Irving existing TSM server for monitoring. • Existing dehydrators will be used for waveguide pressurization at the Bergh II and Finely sites. • The demarcation points for this network are the data ports on the MDR-8000 located at the Bergh 11 tower and Finley Water Tank. • For Phase 4, any other network configuration other than what is scoped in this proposal is not included. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-2 Statement of Work Motorola Solutions Confidential Restricted • Sufficient rack space is available for all switches. • Power is within loft of each switch location. • Each city will provide a dedicated VLAN on their network for the purpose of linking 7705s across the internal city network. 2.3 CONTRACT 2.3.1 Contract Award (Milestane) • Fort Worth-Irving and Motorola execute the contract and both parties receive all the necessary documentation. 2.3.2 Contract Administration Matorola Responsibilities: • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for project implementation. • Set up the project in the Motorola information system. • Schedule the project kickoff meeting with the Customer. Fort Worth - Irviing Responsi t ilities: • Assign a Project Manager, as the single point of contact responsible for Customer-signed approvals. • Assign other resources necessary to ensure completion of project tasks for which the Customer is responsible. irnpl Ii n Criteria: • Motorola internal processes are set up for project management. • Both Motorola and the Customer assign all required resources. • Project kickoff meeting is scheduled. 2.13 Project Kickoff Motorola Motoroja Responsibilities: • Conduct a project kickoff meeting during the CDR phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision-making authority between project participants. • Review the overall project scope and objectives with the Fort Worth-Irving key team participants. • Review the resource and scheduling requirements with the Fort Worth—Irving team. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-3 • Review the Project Schedule with the Customer to address upcoming milestones and/or events. • Review the teams' interactions (Motorola and the Customer), meetings, reports, milestone acceptance, and the Customer's participation in particular phases. Fort Worth-Irving Respo n. it ililie : • The Fort Worth -Irving's key project team participants attend the meeting. • Review Motorola and Customer responsibilities. rnpleti n Criteria: • Project kickoff meeting completed. • Meeting notes identify the next action items. 2.4 C"ONTRACT DESIGN REVIEW 2.4.1 I Review Contract sign Motorola Responsibilities. • Meet with the Fort Worth-Irving project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work, and Acceptance Test Plans, and update the contract documents accordingly. • Create a Project Schedule in collaboration with the Fort Worth- Irving project team. • Discuss the proposed Cutover Plan and methods to document a detailed procedure. • Submit design documents to the Fort Worth-Irving project PM or designee for approval. These documents form the basis of the system, which Motorola will manufacture, assemble, stage, and install. Restrictions: — If, for any reason, any of the proposed sites cannot be utilized due to reasons beyond Motorola's control, the costs associated with site changes or delays including,but not limited to, re-engineering, frequency re-licensing, site zoning, site permitting, schedule delays, site abnormalities, re-mobilization, etc., will be paid for by the Customer and documented through the change order process. — In addition to warranty exclusions set forth in the Agreement, Motorola/Scientel Wireless is not responsible for excessive outages or degraded performance due to abnormal fading conditions that include, but are not limited to: f July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 2-4 Statement of Work Motorola Solutions Confidential Restricted ♦ Formation of extreme radio refractivity gradients associated with: Exceptionally large temperature inversions, • Abnormal temperature/humidity layers, • Fog formation, • Signal trapping caused by surface or atmospheric ducting; Reflections from unidentifiable off-path terrain features or physical structures; Rain fading due to rainfall rates that are in excess of the published rates or charts used to predict rain induced outages. If abnormal propagation conditions are suspected to be causing degraded system performance, Motorola/Scientel Wireless will reasonably assist Fort Worth—Irving in verifying the conditions leading to the degraded system performance. After the problem has been identified,Motorola/Scientel Wireless will support Fort Worth-Irving in identifying possible solutions to the problem, and assess the incremental improvement expected from corrective actions. Implementation of corrective action required to remedy this type of problem shall be addressed via a change order. Fort c)rth - Irving Respoin i iiil'i ° • The Fort Worth-Irving's key project team participants attend the meeting. • Make timely decisions, according to the mutually agreed upon Project Schedule. • Frequency Licensing: As mandated by FCC, the Customer, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system implementation. This responsibility includes paying for FCC licensing and frequency coordination fees. Coirnpl do Criteria: • Complete Design Documentation, which may include updated System Description, Equipment List, system drawings, or other documents applicable to the project. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is "frozen" in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 2.4.2 iii vat (Milestone) • Fort Worth -Irving executes a Design Approval milestone document. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-5 2.5 ORDER PROCESSING Process Equipment m s Motorola Responsibilities: • Validate Equipment List by checking for valid model numbers, versions, compatible options to main equipment, and delivery data. • Enter order into Motorola's Customer Order Fulfillment(COF) system. • Create Ship Views, to confirm with the Customer the secure storage location(s)to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s) to the Contract. • Procure third-party equipment, if applicable. Furl Worth - Irving Responsibilities: • Approve shipping location(s). Ca nilpi i'i n Criteria: • Verify that the Equipment List contains the correct model numbers, version, options, and delivery data. • Trial validation completed. • Bridge the equipment order to the manufacturing facility. 2 63 EQUIPMENT MAN U FACTU RING OR PROCUREMENT 2.6.1 I Manufacture Equipment Motorola lRe ponsili dillies: • Manufacture the Fixed Network Equipment (FNE) necessary for the system based on equipment order. • Procure non-Motorola equipment necessary for the system based on equipment order. F url Worth-Irving Ip pia sii illil.'i : • None. Cornplefl rt Criteria: • Ship equipment to the field. 1 July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-6 Statement of Work Motorola Solutions Confidential Restricted 2.6.2 ui Kiel t t r lla Respr nallbilit'lets: • Pack system for shipment to final destination. • Arrange for shipment to the field. Fort Worth ,.. kving Reapr. rtalbiNieaµ • None. C :rnpleti&n Criteria: • Equipment ready for shipment to the field. 21 ENGINEERING SERVICES Motorola and its value-added partner, Scientel Wireless, will provide the following: Motorola/Scientel Wireless Responsibilities: • Path Survey: Formal Microwave path surveys will be conducted to determine or verify site coordinates, ground elevation, on-path obstructions (location and height), tower information, and other parameters required to engineer the final design of the Bergh II to Finley Water Tank microwave path. The present and anticipated future effect of on-path obstructions, such as tree growth, is evaluated and incorporated into the path design where applicable. • Path Design: Based upon the formal field survey data gathered. The Path design includes: — Selection of frequency band and capacity for the path. — Determine the antenna Centerline heights based on the path clearance criteria. — Design path to protect against ground-based reflections. — Select the radio types, antenna sizes antenna types,power output, and protection scheme required to meet the availability and capacity requirements. — Calculate path availability using industry accepted models for predicting outages and countermeasure improvements associated with normal atmospheric multi-path fading, up- fading, rain fading and obstruction fading. — Review the Tower Structural Analysis design information against proposed antenna system design to determine fitness of the towers/antenna mounting structures. • Frequency Planning: Frequency planning Services include frequency selection, prior coordination, interference case resolution, and FCC license application documentation preparation. Interference studies will be conducted utilizing industry accepted methods,hardware, and software to build a database that is as accurate as possible at the time of the study. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-7 Fort Worth-Irving ResponsibiMies: • Secure site lease/ownership, zoning, permits, regulatory approvals, easements, power and connections, if applicable. • Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for the delivery of materials under their own power and for personnel to move materials to the facility without assistance from special equipment. • Supply adequately sized electrical service,backup power(UPS, generator, batteries, etc.) including the installation of conduit, circuit breakers, outlets, etc., at each equipment location. • Provide AC power to the demarcation point(s) indicated in the documentation, including the associated electrical service and wiring (conduit, circuit breakers, etc.) • Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (also, among existing and Motorola-provided equipment) based upon Motorola's Standards and Guidelines for Communication Sites (R56). Ceiling (minimum 9 feet) and cable tray heights (minimum 8 feet) in the equipment rooms in order to accommodate 7-foot, 6-inch equipment racks. • Provide floor space for the System equipment at the Customer-provided facilities. Each rack shall be provided a minimum of 24-inch x 24-inch footprint with 36-inch clearance in the front and back. • Relocate existing equipment, if needed,to provide required space for the installation of Motorola/Scientel Wireless-supplied equipment. • Bring grounding system up to Motorola's R56 standards and supply a single point system ground, of 5 ohms or less, to be used on all FNE supplied under the Contract. Supply grounding tie point r within 10 feet from the Motorola-supplied equipment. • Provide all necessary wall or roof penetrations on existing buildings for antenna coax and microwave waveguide(if applicable) for main transmitter antennas, microwave radios and antennas. • Provide obstruction-free area for the cable run between the demarcation point and the communications equipment. • Resolve any environmental issues including, but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). • Arrange for space on the tower(or antenna support structure) for installation of new microwave antennas at the proposed heights. • Perform structural analysis of existing tower and rooftops as required to confirm that the structure is capable of supporting proposed and future antenna loads. • Supply all permits as contractually required. • Supply interior building cable trays, raceways, conduits, and wire supports. • Supply engineering and drafting as required for modifications to existing building drawings for site construction. • Pay for usage costs of power and generator fueling,both during the construction and installation effort, and on an ongoing basis. • Complete all customer deliverables in accordance within the approved project schedule. r July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 2-8 Statement of Work Motorola Solutions Confidential Restricted Completion Critei 4: • All sites are ready for equipment installations in compliance with Motorola's R56 standards. 2.8 OSYSTEM IMPLEMENTATION 2.8.1 Install Fixed Network I e Moto it ltt/Scie nt l Responsibi lWes: • Motorola/Scientel Wireless will be responsible for the installation of all equipment contained in the equipment list and outlined in the System Description, at the sites indicated. All equipment will be installed in a neat and professional manner, employing a standard of workmanship consistent with its own R56 installation standards and in compliance with applicable National Electrical Code (NEC),EIA, Federal Aviation Administration (FAA), and FCC standards and regulations. • For installation of the fixed equipment at the various sites, Motorola will furnish all cables for power, audio, control, and radio transmission to connect the Motorola supplied equipment to the power panels or receptacles and the audio/control line connection point. • Once the Bergh IT/Finely link microwave path has been installed,reconfigure and/or redirect the following links as part of Phase 3: — P25 Prime Site (Layer 1)Redundant Link (TI)Eagle Mtn. to Irving CJC (Microwave Ethemet/VLAN). — P25 Prime Site (Layer 2) Redundant Link(TI) Rolling Hills to Irving CJC (Microwave Ethemet/VLAN). — Console Site Link 1 (Redundant)—Bolt Street(T1)to Irving CJC (Microwave Ethemet/VLAN). — Console Site Link 2 (Redundant)—Bolt Street(TI)to Irving CJC (Microwave Ethemet/VLAN). — Console Site Link 1 (Redundant)—Public Safety/ALT PSAP(TI) to Irving CJC (Microwave Ethemet/VLAN). — Console Site Link 2 (Redundant) Public Safety/ALT PSAP(TI)to Irving CJC(Microwave Ethemet/VLAN). — Fort Worth City Hall CEN connection to Ft. DSR Master at Irving CJC (Microwave Ethernet/VLAN). — Irving Hackberiy simulcast prime site secondary Ethernet site link(Microwave Ethemet/VLAN). — Irving BUPSAP secondary Ethernet site link(Microwave Ethernet/VLAN). — Irving CJC dispatch secondary Ethernet site link(Microwave Ethernet/VLAN). — Irving Fire dispatch secondary Ethernet site link(Microwave Ethernet/VLAN). — Irving BUPSAP secondary Ethernet site link (Microwave Ethernet/VLAN). — Irving Radio Shop dispatch secondary Ethernet site link(Microwave Ethernet/VLAN). r, — Irving CJC CEN connection to DSR master site(Microwave Ethernet/VLAN). City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-9 – Interzone link 01—which is an Ethernet\VLAN link (Microwave Ethernet/VLAN). – Interzone link 02—which is an Ethernet\VLAN link(Microwave Ethernet/VLAN). • Reconfigure the following links from microwave T1. circuits to Microwave Ethernet/VLANS: – P25 Prime Site(Layer 2)Main Link(T1) Rolling Hills to Eagle Mtn. Master—(Microwave Ethernet/VLAN). – Console Site Link 1 (Main)—Bolt Street(T1) to Eagle Mtn. Master(Microwave Ethernet/VLAN). – Console Site Link 2 (Main)—Bolt Street(T1) to Eagle Mtn. Master(Microwave Ethernet/VLAN). – Console Site Link 1 (Main)—Public Safety/ALT PSAP(T1) to Eagle Mtn. Master (Microwave Ethernet/VLAN). – Console Site Link 2 (Main)—Public Safety/ALT PSAP(T1) to Eagle Mtn. Master (Microwave Ethernet/VLAN). • Phase 4: Interconnection of four NCTCOG P25 networks utilizing MPLS technology: run .n =QU�r y • Procure and Install an Alcatel-Lucent 7705. • Configure Ethernet VLAN and Channels. • Verify connection into 5620 SAM at Eagle Mountain. • Verify MPLS connectivity into the Fort Worth network. • Provide Motorola 7705 port assignment documentation for Extreme switch connections. , d uu�a:l�crirb • Procure and Install an Alcatel-Lucent 7705. • Configure Ethernet VLAN and Channels. • Verify connection into 5620 SAM at Eagle Mountain. • Verify MPLS connectivity into the Fort Worth network. • Provide Motorola 7705 port assignment documentation for Extreme switch connections. • Procure and Install an Alcatel-Lucent 7705. • Configure Ethernet VLAN and Channels. • Verify connection into 5620 SAM at Eagle Mountain. • Verify MPLS connectivity into the Fort Worth network. • Provide Motorola 7705 port assignment documentation for Extreme switch connections. r July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-10 Statement of Work Motorola Solutions Confidential Restricted � • Procure and Install an Alcatel-Lucent 77U5. • Configure Ethernet\/L&N and Channels. • Verify connection into 5h2O SAM ui Eagle Mountain. • Verify MPL8 connectivity into the Fort Worth network. • Provide Motorola 7705 port assignment documentation for Extreme switch connections. • Procure and Install on Alcatel-Lucent 77O5. • Configure Ethernet\/LAN and Channels. • Verify connection into 5620 SAM o1 Eagle Mountain. • Verify MP[3 connectivity into the Fort Worth network. • Provide Motorola 7705 port assignment documentation for Extreme switch connections. • Procure and Install un Alcatel-Lucent 77O5. • Configure Ethernet\/LAN and Channels. • Verify connection into 5620 SAM u1 Eagle Mountain. • Verify M9L3 connectivity into the Fort Worth network. � • Provide Motorola 7705 port assignment documentation for Extreme switch connections. • Procure and Install 5620 SAM 77O5Licenses. • Verify connection from 5620 SAM to each new 77O5. w Procure l Alcatel-Lucent 7705 with: — One Fan Module. — Two Control Switch Module\/2 (C3M\/2). — Two X Port GE/FE Ethernet Card\/2. — One SAR-8 SHELF V2. — One Synchronization l,-Cuble. — One SAR Release 6.1 Basic OS l.iocnuo. — Two Power Cable. ( City w Fort Worth,Texas July s.co10 Fort Worth Irving Microwave Upgrade u Interzone Link Reconfiguration Use o,disclosure o/this proposal iosubject tv the restrictions oo the cover page. �� Motorola Solutions Confidential Restricted Statement ofWork u'// Fort Worth-Irving Responsibilities: • Provide access to the sites, as necessary. • Provide 110 VAC power for the DC System. • Provide grounding within maximum of 10 feet of the proposed Equipment location. • For an existing facility, provide a single point ground. C irripi lion Criteria: • Fixed Network Equipment installation completed and ready for optimization. . .2 Fli p Network Equipment Installation Cor lie • All fixed network equipment installed and accepted by Fort Worth-Irving. 2. .3 Systeli i Installation ACC C (Milestone) • All equipment installations are completed and accepted by the Customer. 2.9 SYSTEM OPTIMIZATION Opthyflze System Motoirola/Scientel Wireless Responsibilities: • Motorola and its subcontractors optimize each subsystem. • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Check audio and data levels to verify factory settings. • Perform antenna alignment. • Verify communication interfaces between devices for proper operation. Fort Worth-irviin sponsi iiiti s: • Provide access/escort to the sites. lil rnpie i irn Criteria: • System FNE optimization is complete. 2.9.2 Unk Verification Motorola l p nsibii'iti : • Perform test to verify the Bergh II-Finley site link performance, prior to the interconnection of the Motorola/Scientel Wireless-supplied equipment to the link equipment. Furl Worth-1rviril Responsibififies: • None. r July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-12 Statement of Work Motorola Solutions Confidential Restricted 2.9.3 Carnpletiori Criteria: • Link verification successfully completed. 2.9.4 Optimization Complete • System optimization is completed. Motorola and the Customer agree that the equipment is ready for acceptance testing. 2.10 ACCEPTANCE TESTING 2,10.1 Pefform Equipment Testing Sci Intel Wireless Responsibilities: • Test individual components of the system to verify compliance to the equipment specifications. • Perform antenna and waveguide sweep tests. • Test Power System&Batteries. • Conduct over the hop two-way Bit Error Rate Test (BERT) 60 minutes per Transmitter. • Test DSX cross connect panels. • Repeat any failed test(s) once Motorola(or Fort Worth-Irving) has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package. Fort Worth-Irving Responsibilities: • Witness tests if desired. Completion C1rit r'ia: • Successful completion of equipment testing. 2.101 Perform uii ia4 Testing lfttorola Responsibilities: • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. • If any major task as contractually described fails, repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests. • Document the results of the acceptance tests and present to the Customer for review. • Resolve any minor task failures before Final System Acceptance. Fort Worth-Irving Responsibilities: • Witness the functional testing. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-13 Completion Criteria, • Successful completion of the functional testing. • Customer approval of the functional testing. 2A 0.3 System Acceptance Test Procedures (Milestone) • Customer approves the completion of all the required tests. FINALIZE 2.11A Moto rola/Sc i nt l Wireless Resr)o t ibilifi s; • Motorola/Scientel Wireless and Fort Worth-Irving develop a mutually agreed upon cutover plan based upon the channel plan requirement discussed during the CDR. • Conduct cutover meeting(s) with the Fort Worth-Irving team to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. • Schedule the cut-over of traffic with minimal disruption to existing traffic. • Complete cut-over and circuit wiring. • Validate cut-over was completed successfully. port a rth-lrving Responsibilifies: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected by the cutover(date and time). • Conduct a roll call of all users working during the cutover,in an organized and methodical manner. • Ensure that all Subscriber users are trained and the Subscribers have been activated on the system. • Provide Motorola with the subscriber information for input into the system database, for activation. • Ensure that all subscribers are operating on new system prior to old system being removed. Coirinjal Pion Criteria: • Successful migration from the old system to the new system. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 2-14 Statement of Work Motorola Solutions Confidential Restricted 2.11.2 Resolve Punchfist Motorola Respon ibiliti s: • Work with the Fort Worth-Irving to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Fort Worth,4rving Responsibillifies: • Assist Motorola/Scientel Wireless with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: : • All punchlist items resolved and approved by the Customer. 2.113 Transition to Service/Project Transition Certificate Motorola l Respo sibiliti s- • Review the items necessary for transitioning the project to warranty support and service. • Provide a Customer Support Plan detailing the warranty and post-warranty support, if applicable, associated with the Contract equipment. Custoirner Responsibilities: • Participate in the Transition Service/Project Transition Certificate(PTC)process. C irrmpi ti n Criteria: • All service information has been delivered and approved by the Customer. 2.11 A Finalize Documentation i otom°or Responsibilities: • Provide an electronic as-built system manual on a Compact Disc (CD). The documentation will include the following: — System-Level Diagram. — Antenna Network Drawings for the new Microwave Hop Sites. — ATP Test Checklists. — Functional Acceptance Test Plan Test Sheets and Results. — Equipment Inventory List. Drawings will be delivered in Adobe PDF format. All other system manual documents converted from native format to Adobe PDF format to be included on the System documentation. Fort Worth-Irving Respo sibiiiti : • Receive and approve all documentation provided by Motorola. Completion Cr'iter'ia. • All required documentation is provided and approved by the Customer. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-15 2.11.5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from the Customer. 2.12 PROJECT ADMINISTRATION 212.1 r ms Meetings Motorola Responsibilities: • As agreed upon,Motorola Project Manager, or designee, will attend all project status meetings with the Fort Worth-Irving team, as determined during the CDR. • Record the meeting minutes and supply the report. • The agenda will include the following: — Overall project status compared to the Project Schedule. — Product or service related issues that may affect the Project Schedule. — Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. — Any miscellaneous concerns of either Fort Worth-Irving or Motorola/Scientel Wireless. Fort Worth-Irving Responsibilities: • Attend meetings. • Respond to issues in a timely manner. Completion Criteria: • Completion of the meetings and submission of meeting minutes. 2.12.2 Progress Milestone SUbmittal Motorola Responsibilities: • Submit progress (non-payment) milestone completion certificate/documentation. Fort Worth-Irving Responsibilities: • Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria. • The Fort Worth-Irving approval of the Milestone Completion document(s). i July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-16 Statement of Work Motorola Solutions Confidential Restricted 2.12. r Process Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost, change in system configuration or adds time to the project's timeline required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price,Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. The purpose of this Change Order is to: (highlight the key reasons for this Change Order) Contract# U'It::QURIE:D Contract Date: In accordance with the terms and conditions of the contract identified above between the Customer and Motorola Solutions, Inc., the following changes are approved: :ttract Price Adjustments Completion Date Adljustrnamnt City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-17 � w � a. Unless amended above, all other terms and conditions of the Contract shall remain in full force. If there are any inconsistencies between the provisions of this Change Order and the provisions of the Contract, the provisions of this Change Order will prevail. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-18 Statement of Work Motorola Solutions Confidential Restricted IN WITNESS WHEREOF the parties have executed this Change Order as of the last date signed below. By: By: Printed Name: Printed Name: Title: Title: Date: Date: Reviewed by: Motorola Solutions Project Manager Date City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 2-19 This page intentionally left blank. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 2-20 Statement of Work Motorola Solutions Confidential Restricted SECTION 3 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. 3.1 THE LA SERVICE I MA Services or ge 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. 3.1.2 Motorola SysteniTechnologists The Motorola System Technologists (ST) are available to assist Motorola's Authorized Servicers when needed for network health and operations. 3.1.3 Motorola Systern 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 City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance Plan 3-1 3.1.4 rol a 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 the City of Fort Worth 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. 3.2 WARRANTY I Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the enclosed System Purchase Agreement. In addition, Motorola will provide above-warranty services during the Warranty Period at no additional cost. These above-warranty services are listed below with a brief description of each service. After the Warranty Period, these services may be purchased under a separate maintenance agreement. .2. �� is 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. 3.12 -elite 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. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 3-2 Warranty and Maintenance Plan Motorola Solutions Confidential Restricted 3.2.3 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 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. Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola-manufactured equipment, as well as equipment from third-party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of- the-art, industry-standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our ISO9001 and TL9000-certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. . .5 Infrastructure Rep6ii ith Advanced Replacem 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. 3.2.6 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. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance Plan 3-3 3.2.7 Network I Monitoring Service Network Monitoring Service can help keep your network at optimum availability so it is ready to serve mission critical communications needs. By watching over the network continuously, Network Monitoring Service takes action whenever needed, and resolves network problems. We often intervene and correct the problem before you even know a problem exists. Network Monitoring Service provides improved productivity and enhanced network performance, which in turn helps to increase your technology Return-On-Investment. Using a combination of network monitoring software, automated alerts, and remote diagnostics inquiries, our System Support technologists actively monitor your network to maximize network uptime and overall preparedness...for the expected and unexpected. Upon receiving an alert, our team immediately performs a series of diagnostics to assess the problem. Often the situation can be resolved remotely, but when additional attention is required, local field technicians are dispatched immediately to your site to achieve restoration. Motorola's Network Monitoring service is a vital component of an intelligent communication support plan that keeps your business operating smoothly, your costs down, and assures maximum preparedness at all times. Specifically,Network Monitoring Service provides: • Improved network availability • Remote and timely resolution to minimize downtime • Cost efficiencies • Optimize time at site due to assessment and knowledge transfer before dispatch • Minimize unnecessary trips to site • Mitigate need for 240 operations monitoring center • Detailed Reports 128 First l port- Microwave Scientel Wireless On-Site Support will be added to supplement the Microwave Networks' factory warranty. This provides local, trained and qualified technicians to work with the original equipment manufacturer to diagnose and restore your communications network. The field technicians restore the system by performing first level troubleshooting on site. Response will be provided 240. Site access requiring tower climbs are not included under the terms of the contract. i July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 3-4 Warranty and Maintenance Plan Motorola Solutions Confidential Restricted When formal path surveys are completed by Scientel Wireless,Scientel Wireless warrants,for a period of 12 months from the date of Acceptance,that Scientel Wireless' recommended radio paths conform to Motorola Solutions' availability requirement for normal atmospheric multipath fading set forth in the following design criteria: Link Availability Objective 99.999% Scientel Wireless warrants that for a period of 12 months from Acceptance when installed by Scientel Wireless,that all Equipment will be free from defects in materials and workmanship and perform in accordance with its specifications.If Scientel Wireless does not perform the installation work,the applicable warranty period commences on the date of shipment from Scientel Wireless. During the warranty period,Scientel Wireless will repair or replace any Equipment that does not substantially conform to Equipment specifications.Motorola Solutions is responsible for obtaining a Material Return Authorization(MRA)number from Scientel Wireless and ship the unit to the Scientel Wireless repair facility in Plano,TX. Scientel Wireless will return the unit to Motorola Solutions at Scientel Wireless cost as promptly as practicable. Typical turnaround time is forty-five(45) Business Days from the time of receipt. Advance Replacement and Emergency Replacement Services are available only for an additional charge at Scientel Wireless then-current rates. During the applicable warranty or post-warranty maintenance period, Scientel Wireless will provide remote support in accordance with the current Scientel Wireless policies. Scientel Wireless will use its reasonable commercial efforts to provide effective telephone assistance which results in timely answers to technical questions involving applications,operations and maintenance of Scientel Wireless Radio Equipment. This involves defining,isolating and reproducing system problems.All calls to Scientel Wireless Support Center are logged and tracked. Access to Scientel Wireless Support Center is available by phone at 1-866-613-6894 or by email at suppoit@scientelwireless.com. Scientel Wireless Support Center can provide on-Site assistance for operations and maintenance issues that cannot be resolved effectively by telephone. This service is available only for an additional charge. Scientel Wireless Support Center can provide database support by addressing additions to and maintenance of Motorola Solutions'database. This includes collection of any network information required to allow the Equipment to perform its specified functions.This service is available only for an additional charge. Scientel Wireless provides factory repair Services for all Scientel Wireless provided Equipment, These Services are available during the applicable warranty period (and the applicable post-warranty period if Motorola Solutions has purchased post-warranty services)through Scientel Wireless Repair and Return(R&R)department. Access to the R&R department is available by calling 1-866-613- 6894. i City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance Plan 3-5 3.2.9 Mainteriance and Support. This Support and Maintenance Agreement("Agreement")is contingent upon the execution of the Purchase Order Terms and Conditions("Purchase Order")between Scientel Wireless,LLC ("Scientel")and Motorola Solutions ("Client"). The project involves the operation,maintenance and continuing support of the NCTCOG Microwave link located at Bergh 2 tower(Fort Worth,TX) and Finley Water Tank(Irving, TX). The Client's link of MDR8000 is defined as (the"System"). The objective of the support and maintenance program and the services provided by Scientel to Client hereunder(the"Maintenance and Support Services")is to assure that the System continues to perform at peak functionality and that the integrity of the installed microwave hardware remains fully functional, secure and free from erosion due to local climate. 12R2 EqLliprnent Supported • One (1)Alcatel-Lucent MDR8000 Link. • Any equipment not listed above is not covered. • Any equipment not listed above is not covered under this maintenance agreement. 3 2 Current spares on hand Scientel Wireless has spare MDR8000 cards on hand at our Plano dispatch facility. 3.2,9A Cak-Outs and Corrective Mainteriance Scientel will respond to all emergency failures (e.g.,total System outage,etc.) of the System on a 24 hour, 7 days a week basis. Scientel will provide on-Call technical repair response on a 24x7x 365 (Central Time) basis during normal business hours by calling the Scientel Support Call Center. After hours repair service is requested by calling the Scientel 7x24 Support Call Center who shall contact the Scientel On-Call technicians. Once a trouble call is generated to the Scientel office or Scientel Support Call Center, Scientel will track the trouble call and will escalate such call to the next level responder in the event the initial responder does not confirm receipt of the trouble call. Using an escalating response procedure guarantees initial contact will be made with Scientel's technicians within the required response time. Upon notification to the on-call technician,the technician will respond within the required response window. If additional support is required,Scientel will utilize a team based regionally that is fully trained and equipped to maintain the applicable equipment and resolve any System issues after a disaster or emergency situation. t July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 3-6 Warranty and Maintenance Plan Motorola Solutions Confidential Restricted 3 2 915 Support Procedure Upon receipt of notification of an issue(as defined by Motorola's severity levels) from Motorola, Scientel will utilize,categorize and troubleshoot the problem or failure as necessary. Scientel technicians will determine the severity level of the problem and respond based on the response time table noted in Section 5. Motorola will be acting as the Level 1 Call Center with Scientel Wireless providing Level 2 support. SEVERITY 1 SEVERITY 2 SEVERITY 3 SEVERITY 4 SEVERITY 1 • An issue that causes a severe or total loss of system core functionality and/or radio coverage. • 2 hour Response 24x7. SEVERITY 2 • An issue that causes significant customer or operational impact due a degradation of system core functionality and/or radio coverage. • 4 hours Response 24x7. SEVEIR'IT'Y • Any issue which reduces the efficiency core functionality or usability of the system. • Next Business Day. SEVERITY 4 • Loss or reduction in functionality that cause no noticeable effect on the user. Cosmetic issues. • One Business Week. As part of the Maintenance and Support Services and for the fees specified in Section 14 Scientel shall be responsible for each of the following: • Replace minor components (connectors, fittings, etc.) as needed, to ensure continued reliable operation of the System,at no charge to Motorola. • Perform Warranty Related Repairs (if hardware or software is still under warranty),at no charge to Motorola. • Estimate cost, time, and materials for repairs for items outside warranty or outside of maintenance and support contract with the applicable vendor for any significant items needing repair, which are identified during the maintenance inspection, and provide estimate to Motorola for review and approval. • If estimate is approved by Motorola,perform repairs. • Replace units as required and when necessary to ensure reliable operation of the System. These devices will be replaced by the repaired unit or a new unit when available. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Warranty and Maintenance Plan 3-7 Network performance service levels encompass end to end System devices only. No customer supplied devices (excluding devices purchased for Client by Scientel in connection with the System) are considered in this measurement. (i.e. servers,etc.). This maintenance agreement covers the time and materials, as well as the labor to fix any issue with the equipment listed in section 2 titled Equipment Supported. This agreement does not cover any professional services to add additional network elements,configurations,training to the end customer,IP address changes,general network or wireless system consulting,or any other service item that does not involve the direct replacement and integration of the Section 2 spare equipment. The demarcation points for this network are the data ports on the MDR-8000 located at Bergh 2 Tower and Finley Water Tank(the "System"). All spares will be warehoused at Scientel's facility to minimize any outage time caused due to equipment failures. 3.3 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 the City of Fort Worth 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. r July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration to the restrictions on the cover page. 3-8 Warranty and Maintenance Plan Motorola Solutions Confidential Restricted SECTION 4 PRICING SUMMARY City of Fort Worth—Irving Regional System "Phase 3" Microwave $459,210.00 Upgrade as proposed, including: - Provide and install new microwave hop between Bergh II tower and Finley water tower. - Reconfigure one of the InterZone Ethernet InterZone links to utilize the new North microwave hop. - Reconfigure the Fort Worth secondary Ethernet site links to utilize the new North microwave hop. City of Fort Worth—Irving Regional System "Phase 4" Microwave $454,673.00 Upgrade to Provide Loop Protection and Diverse Route Capability as proposed, including: - Provide and install Alcatel-Lucent Routers at Six Locations. - Configure Ethernet VLAN and Channels at these locations. - Provide and install 5620 SAM 7705 licenses at the Eagle Mountain site. - Verify Connection into 5620 SAM at Eagle Mountain. Verif MPLS Connectivity into the Fort Worth Network. Total System Contract Price for both Phase 3 &4 Projects $913,883.00 Motorola has priced the sites, services, software, and equipment in this proposal as an integrated system. A reduction in Software or Equipment quantities, or sites or services, could affect the overall Contract Price, including discounts if applicable. City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&Interzone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing Summary 4-1 This page intentionally left blank. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 4-2 Pricing Summary Motorola Solutions Confidential Restricted SECTION 5 'TERMS AND CONDTIONS Terms and Conditions are included on the following pages. I City of Fort Worth,Texas July 6,2015 Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Condtions 5-1 This page intentionally left blank. July 6,2015 City of Fort Worth,Texas Use or disclosure of this proposal is subject Fort Worth-Irving Microwave Upgrade&InterZone Link Reconfiguration to the restrictions on the cover page. 5-2 Terms and Condtions Motorola Solutions Confidential Restricted Exhibit D Motorola/H-GAC Radio Communications Equipment&Systems Agreement Motorola Contract No. - 1 - System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Radio Communication/Emergencv Response & Mobile Interoperability Equipment Page l of 5 A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL Houston,Texas AND MOTOROLA SOLUTIONS,INC. Fanners Branch,'Texas This Contract is made and entered into by the Houston-Galveston Area Council of Governments, hereinafter referred to as H-GAC, having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND, Motorola Solutions, Inc. hereinafter referred to as the CONTRACTOR, having its principal place of business at Park West C-2, 1507 LBJ Freeway, Farmers Branch,Texas 75234. ARTICLE 1: SCOPE OF SERVICES The parties have entered into a Radio Communication/Emergency Response&Mobile Interoperability Equipment Contract to become effective as of May 1,2015,and to continue through April 30,2018(the"Contract"),subject to extension upon mutual agreement of the CONTRACTOR and I1-GAC. H-GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER,for the purchase of Radio Communication/Emergency Response& Mobile Interoperability Equipment offered by the CONTRACTOR. The CONTRACTOR agrees to sell Radio Communication/Emergency Response & Mobile Interoperability Equipment through the H-GAC Contract to END USERS. ARTICLE 2: THE COMPLETE AGREEMENT The Contract shall consist of the documents identified below in order of precedence: 1. The text of this Contract form,including but not limited to,Attachment A 2. General Terms and Conditions 3. Proposal Specifications No: RA05-15, including any relevant suffixes 4. CONTRACTOR's Response to Proposal No: RA05-15,including but not limited to,prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto.This Contract supersedes any and all oral or written agreements between the patties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without the written consent of both parties. ARTICLE 3: LEGAL AUTHORITY' CONTRACTOR and H-GAC warrant and represent to each other that they have adequate legal counsel and authority to enter into this Contract. The governing bodies,where applicable,have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules,regulations,directives, issuances, ordinances,and laws in effect or promulgated during the term of this Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H-CAC or CONTRACTOR, No provision of this Contract or act of H-GAC in performance of this Contract shall be construed as making CONTRACTOR the agent, servant or employee of H-GALC, the State of Texas or the United States Government. Employees of CONTRAC'T'OR are subject to the exclusive control and supervision of CONTRACTOR, CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. ARTICLE 6: END USER AGREEMENTS H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through this Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this acknowledgement is not to be construed as H-CAC's endorsement or approval of the End User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC contract. Further,termination of this Contract for any reason shat I not result in the termination of the underlying End User Agreements entered into between CONTRACTOR and any END I1SER which shall,in each instance,continue pursuant to their stated terms and duration.The only effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable H-GAC order processing charges evil) be due and payable to H-GAC on an),End User HACONT'RACTS%dio CommunicationiEmeroency Response&Mobile Interoperability Equipment\Motoroh Solutions,Ire\RA05-15 19 Radio Communication/Li merl!eney Response &Mobile Interoperability Equipment Page 2 of 5 Agreements surviving termination of this Contract between H-GAC and CONTRACTOR. ARTICLE 7: SUBCONTRACTS&ASSIGNMENTS CONTRACTOR agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose of this Contractor any right,title,obligation or interest it may have therein to any third party without prior written notice to H-GAC, 111-GAC reserves the right to accept or reject any such change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment. H-GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS CONTRACTOR shall maintain during the course of its work,complete and accurate records of items that are chargeable to END USER under this Contract. H-GAC,through its staff or its designated public accounting firm,the State of Texas,or the United States Government shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide access to records may because for termination of this Contract. CONTRACTOR shall maintain all records pertinent to this Contract fora period ofnot less than five(5)calendar years fi-om the date of acceptance of the final contract closeout and until any outstanding litigation,audit or claim has been resolved. The right of access to records is not limited to the required retention period,but shall last as long as the records are retained. CONTRACTOR further agrees to include in all subcontracts wider this Conti act,a provision to the effect that the subcontractor agrees that H-GAC'S duly authorized representatives,.shall,until the expiration of five(5)calendar years after final payment underthe subcontract or until all audit findings have been resolved, have access to, and the right to examine and copy any directly pertinent books, documents,papers, invoices and records of such subcontractor involving any transaction relating to the subcontract. To the extent allowed by law, nothing contained herein shall authorize H-GAG and/or END USER to audit confidential information regarding product cost. ARTICLE 9: RF'.110111TING RF!QUIR1i::i41EN 1'S CONTRACTOR agrees to submit reports or other documentation in accordance with the General"Perms and Conditions of the Proposal Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or documentation, or otherwise fails to satisfactorily render performance hereunder,such failure may be considered cause for termination of this Contract. ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE If CONTRACTOR at any time during a contract period,routinely enters into agreements with other governmental customers within the State of Texas,and offers the same or substantially the same products offered to H-GAC,on a basis that provides prices more favorable than those provided to H-GAC.CONTRACTOR shall within ten(10)business days thereafter notify H-GAC of that offering. The contract with H-GAC shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract, wherein CONTRACTOR shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders purchased the same quantity and under the same circumstances. H-GAC shall have the right and option at any time to decl ine to accept any such change, in which case the amendment shall be deemed null and void. If CONTRACTOR believes any apparently more favorable price charged and/or offered a customer during the term of this agreement is not in fact most favored treatment,CONTRACTOR shall within ten(10) business days notify H-GAC in writing,setting forth the detailed reasons CONTRACTOR believes aforesaid offer which has been deemed to be a most favored treatment, is not in fact most favored treatment. H-GAC,after due consideration of such written explanation;may decline to accept such explanation and thereupon the contract between H-GAC and CONTRACTOR shall be automatically amended, effective retroactively,to the effective date of the most favored agreement,to provide the same prices to H-GAC. The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Contractor has in the State of Texas The term "'pre-existing contracts"shall refer to contracts in existence as of the original effective date of the HGAC contract, i.e.5/l/15. The Parties agree that the above MFC provision shall not apply to the sale of large communications systems(one million dollars ($1,000,000.00)and above). The term "Communications 5'ystent"shall refer to a project that includes the sale of infrastructure hardware and/or software,user devices,and Motorola engineering and installation service. The contract for a"Communication System"will always have a Statement of Work and an Acceptance Test Plan. The Parties accept the following definition of routine. A prescribed,detailed course ofaction to be followed regularl)�;a stawlarcl procedure. ARTICLE 11: SEVERABILITY All parties agree that should any provision of this Contract be determined to be invalid or unenforceable,such determination shall not affect any other term of this Contract,which shal l continue in full force and effect 11\CON'[RACTS%duo Communication/Emergency Response Lei Mobile tnieroperability Equipment\Molomla Solutions,Ina1RA0-15.19 Radio Communication/Emergency Response& Mobile Intero Vera bility Equipment Page 3 of 5 ARTICLE 12: DISPUTES Any and all disputes concerning questions of factor of law arising under this Contract,which are not disposed of by agreement,shall be decided by the Executive Director of H-GAC or his designee,who shall reduce his decision to writing and provide notice thereafto CONTRACTOR. The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days from the date of receipt of such notice,CONTRACTOR requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, CONTRACTOR shalt be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may, if it elects to do so,appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H-GAL'S final decision. ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER,CONTRACTOR's total liability under this Contract,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,but excluding its obligation to indemnify H-GAC described in Article 14,is limited to the price of the particular products/services sold hereunder,and CONTRACTOR agrees either to refund the purchase price or to repair or replace product(S)that are not as warranted In no event will CONTRACTOR be liable for any loss of use,loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law-. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to ENI)USER any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid in violation ofthe terms ofthis Contract. ARTICLE 14: LIIVHT OF H-GAC'S LIABILITY AND INDEMNIFICATION OF H-GAC H-GAC's liability under this Contract,whether for breach of contract,warranty,negligence,strict liability,in tort or othertivise,is limited to its order processing charge. In no event will H-GAC be liable for any loss of use,loss of time, inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent permitted by law,to defend and hold harmless H-GAC,its board members,officers,agents,officials,employees,and indemnities fi•om any and all claims,costs,expenses(including reasonable attorney fees),actions,causes of action,.judgments,and liens arising as a result of CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any actual suit filed against CONTRACTOR relating to this Contract. ARTICLE 15: TERMINATION FOR CAUSE H-GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions ofthe Contract, provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty(30) days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction,then H-GAC may,at its option,place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARTICLE 16: TERMINATION FOR CONVENIENCE Either H-GAC or CONTRACTOR may cancel or terminate this Contract at any time by giving thirty(30)days written notice to the other. CONTRACTOR may be entitled to payment from END IISER for services actually performed;to the extent said sery ices are satisfactory to END USER. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perform underthis Contract in conformance with safeguards against fraud and abuse as set forth by H-GAC,the State of Texas,and the acts and regulations of any filnding entity.CONTRACTOR agrees to notify H-GAC_of any suspected fraud,abuse or other criminal activity related to this Contract through filing of a written report promptly after it becomes aware ofsuch activity. ARTICLE IS: GOVERNING LAW & VENUE This Contract shalt be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with this Contract shall lie exclusively in Harris County,Texas. Disputes between END USER and CONTRACTOR are to be resolved in accord with the law and venue rules of the state of purchase. CONTRACTOR shall immediately notify H-GAC of such disputes_ ARTICLE 19: PROCEDURAL STEPS ENUMERATED FOR SALES TO END USERS I. All Cooperative Purchasing business will be processed in accordance with H-GAC's policies and procedures,at contracted prices,and shall include approved order processing charges. END USER will access the Cooperative Purchasing Program through the H-GAC website and/or by submission of any duly H'\CONTRACMRadin Comm tinicationn-mergency Response&Mobile rnleroperabilih,F.quipmentNotorola Solutions,Inc ARA05-15 19 Radio Communication/Emergency Response & Mobile Interoperability Equipment Page 4 of 5 executed purchase order to a contractor having a valid contract with H-GAC and in a format acceptable to H-GAG 3. END USER will submit order(s)electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s) directly to CONTRACTOR at contract prices,and also submit a copy to H-GAC. 4. The H-GAC CONTRACTOR M11 deliver products/services as specified by the contract between CONTRACTOR and H-GAC, and invoice each END USER for(1)products/services purchased and(2)H-GAC'S applicable order processing charge. 5. Upon delivery,acceptance,and receipt of an H-GAC CONTRACTOR's,documented invoice, END USER shall pay the H- GAC CONTRACTOR the full amount of the invoice. 6. For orders of less than$100,000, CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in Any case,not later than sixty(60)calendar days after End User order is processed. Payments will be processed to H-GAC on a monthly basis.For orders of$100,000 or more,CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in any case not later than forty-five(45)calendar days after receipt of End User payment by Motorola. 7. Failure to promptly remit H-GAC's order processing charges may result in sanctions including,but not limited to,contract termination. 8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER,according to the requirements of the specifications,this Contract,and purchase order issued to CONTRACTOR by an END USER. All required equipment tests shall be borne by CONTRACTOR. 9. CONTRACTOR shall promptly provide H-GAC and END USER with all information pertaining to delivery schedules. CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification for any specific purchase order when requested. 10. All prices are F.O.B. END USER'S location with all transportation charges prepaid and included in any invoice. 11. All pricing shall be based on the current contract unless the H-GAC CONTRACTOR prior to receipt of END USER's purchase order for delivery of any products/sery ices has received H-CAC's prior written approval for any price increases. 12. The H-GAC CONTRACTOR agrees to accept the terms of this agreement and to conduct all transactions based on pricing and other terms of the contract including,but not limited to,the applicable H-GAC order processing charge. The CONTRACTOR agrees to encourage END USERS to execute authorizing Interlocal contracts with H-GAC. ARTICLE 20: LIQUIDATED DAMAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed. ARTICLE 21: PERFORMANCE BONDS FOR INDIVIDUAL ORDERS Except as described below for fire apparatus,CONTRACTOR agrees to provide a Performance Bond at the request of END USER within ten(10)days of receipt of END USER's purchase order. It shall be standard procedure for every order received for fire apparatus that a Performance Bond in the amount of the order be provided to the END USER. Failure of CONTRACTOR to provide such performance bond within ten(10)days of receipt of END USER's order may constitute a total breach of contract and shall be cause for cancellation of the order at END USER's sole discretion. END USER may choose to delete the requirement for a Performance Bond at END USER's sole discretion. If the bond requirement is waived,END USER shall be entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond. ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify H-GAC,in writing,of ANY change in ownership,control,dealership/franchisee status,lvlotor Vehicle license status,or name,and shall also advise whether or not this Contract shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable,and to determine what action shall be warranted, up to and including cancellation of Contract. ARTICLE 23: LICENSING REQUIRED BY TEXAS MOTOR VEHICLE BOARD/IFAPPLICABLF_/ CONTRACTOR wilt for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Commission Code. Ifat any time during this Contract period,any CONTRACTOR'S license is not renewed,or is denied or revoked,CONTRACTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. r H.A CONTRACTS\Radio CrnnmanicatiorvErnergency Response&Mobile rnteroperability Equipment\Motorola Solutions,Inc ARA05-15.19 RAdjQ C mmun ti !Em c ut PageSefS IN WITNESS WMEOF,the parde9 have caused this Coolract to be executed by their duly authotized tepresentotives, Signed ibr HouNon-Galveston Arco Council,Houston,Taxes: TAict;Steele,Fatceulive Director Attest for ttouttnohGnlwenon Area Cooed!,Houston,Tax as; Doidre Vick,Dimctm orpublic 8vivicoa Date: ZQ_ Signed fbv Wfotorola Solwfloms Inc. Farmer9 BrOn0r4 TOM Printed N,mc A Title; — Data Lf Attest for Motorola Sotellono,Inv. Farmers Brunch,Tours: Prinlcd'Namo do Title: �6wo�gk a e q e- Data: t7 20 IMC ONTRACrSIRsdioCommutriautiurJtifftr9ney Resr4 edtWhiletntoroWubiliyFqu4rmenVoi9mtsoiuuon s,roo,1RA0I•i5,19 Attachment A Motorola Solutions,Inc. Radio Communication/Emergency Response&Mobile Interoperability Equipment Contract No.:RA05-15 Product Base Offered Category Description Price Per the RFP Motorola has included an Electronics Catalogue(SCAT desk)Olt See APC OA,OB,OC a CD media its lieu of listing each in Discounts per individual product and its options. In FCA"C Pricebook addition,a discount APC sheet is attached in the pricing section and used to Effective Price calculate all individual prices within the SCAT disk E1 ective OD Motorola Integration Services LMR Motorola otters pride range of services including Integration,Installation and Training. The cost of these services is regional in nature. Samples below are listed for reference only. OD Project Management Daily Rate* $ 1,818.00 OD System Technologist Daily Rate* $ 2,173.00 OD Standard Sho2 Installation;Hourly Rate* $ 150.00 OD Standard Shop Installation:Daily Rate* $ 1,200.00 OD Mobile Radio Installation* $1804500 OD Radio Programming* $55-$125 OD Data installation* $1804428 *Prices may vary by Region and Stated Scope.Travel Not Included OD Motorola Integration Services Advanced Services Motorola otters wide range of services including Integration,Installation and Training. The cost of these services is regional in nature. Samples below are listed for reference only, OD NG9-1-1 Consoltin Services-Dail Rate* $1,694 OD Security Project/Program Management-Daily Rate* $1,694 OD Wireless Security Technician-Dail Rate* $1,580 OD Security Penetration Tester iWired Network)-Dail Rate* $1,580 OD Secutriv Trainer-Daily Rate* $1,328 OD Ap2lication Security Code Reviewer-Dail Rate* $2,033 OD IT Incident Response and GDiscovery Assitance-Daily Rate* $1,694 OD IT Disaster Recovery Planner-Daily Rate* $1,580 OI) IT Disaster Recovery Plan Tester-Daily Rate* $1,580 OD Buisness Continuity/Continuity of Government Planner-Daily Rate* $1,580 01) Buisness Continuity/Continuity of Government Plan Tester-Daily Rate* $1,580 OD Mobile Application Services Project Management-Dai ly Rate* $565 OD Mobile Apelication Services Solution Architech-Daily Rate* $2,033 OD Mobile Application Services Application and Solution Design-Daily Rate* $2,033 Mobile Application Services Application and Solution Implementation-Daily OD $2.033 Rate* OD Application integration and Customization Services Project Management-Daily $1,694 Rate* OD Application Integration and Customization Services Solution Architech-Daily $2,033 Rate* O1) Application Integration and Customization Services Application and Solution $2,033 Design-Daily Rate* OD Application Integration and Customization Services Application and Solution $1 694 Implementation-Dail Rate* OD Unified Communications Services Project Mana ement-Daily Rate* $1,694 i OD Unified Communications Services Solution Architech-Daily Rate* $2,033 OD Unified Communications Services Application and Solution Design-Daily Rate* $2,033 OD Unified Communications Services Application and Solution Implementation- $1,694 Daily Rate* Page I of OD Consulting Services Project Management-Dail y Rate* $1.694 OD Consulting Services System Engineer-Daily Rate* $1,694 OD ConSUlfiugSeI_ViCeS Solution Architech-Daily Rate* $2,033 OD Consulting Services Internet Protocol Network Accessnient-Daily Rate* $2,033 OD Consulting Servies III Network Design and Integration-Daily Rate* $2.033 OD Consulting Services TP Wide Area Network-Backhaul Design and Integration- $2,033 ,Daily Rate* Consulting Services Custociur Network Interface Design and Integration-Daily OD Rate* $2033 001 orta e a iophone(Portables 20% 026_ __ CAD--Equipment List 039 CM F7quipmeni 5% 068 MM r7quipmeni 10% 232 C73 Equipmerif 5% 297 177M rquipment 5% 33—o "C=quipmenf 5% 333 MM rquipmenf 10% 548 CA15 Equipment 10% 702 CAD Equipment List 850 7,715 Equipment List 879 CAD Equipment List ---- 8 Equipment List 040 D`aFa_Xpp Fic-al-ions 15% 041 75-5-A-p p`F Eca-Fio n s 10% 041 Ma la 7pplicalions 10% 15-3 757-57pplicalions 15% 343 Data Applicalions 10% 670 -Data Applications List 766 rata Applicaiions List 177 na 956scrMer evices 15% 18-5 "075-Su6scriger evices List 736 Da la gu5scriger llev;ces 22% 855 ra 955scriBer evices 10% 006 nispa[M gervice 5% 768 Dispatch Service List Tj—8 Ms-p-aTcn golutions 10% 124 Dispatch Solutions 15% 129 Mis-p-51FTS-T—itions 20% 147 MispatcS golufions 10% 189 Dispatch Solutions List 202 tlispatM 7olutions 15% 207 DispaU golutions 10% 226 Nspalcn Solutions 15% 228 Ilispatc5 golulions 30% 229 MispaU golufions 13.50% 26-1 D-Rp-aTM goluions 5% 322 DispatcF golutions 15% 464 MispatcF golufions 20% 419 'Dispatch Solutions 10% 47 "Dis-p—atch-Solutions 20% 4_54 D­IsP_aFCF golufions 15% 520 MispatcE golufions 10% 524 Dispatch Solutions 10% 660 Dispatch Solutions 100/0 706 Dispatch Solutions 20% 708 Dis patch Solutions 17% 729 IDispatch Solutions 17% Page 2 of'6 740 Dispatch Solutions 15% 892 Dispatch golutions 10%e 214 rixed Mala Products 10% 275 rixed Data Products 10% 342 rixed Mata Products 10% 382 F-17-6713ata POEM 10% 403 Pixed Mata Produ7ts 15% 455 Fixed Data Products 15% 469 Fixed Data Producls 10% 499 Fixed Data ro uc s 10% 708 Fixea MaTa-P—roducts 17% 222 rixed RelworR Equipment 15% 329 rixea Retwork Equipment 10% 381 Fi"ReTRMM7 Equipment 15% 207 FR-eTStation Accessories 10% 273 ►xe a ion Access ones 10% 277 Mea 91alion Tkccessones 20%fl 457 Fixed Station Accessories 20% 515 ►xe a►on ccessones 20% 524 rixed Slation Accessories 15% 525 Fixed Mation Tecessories 15% 856 Fixed Station Accessories 10% 207 Mea Stalion Tnienna Sysierns 10% 005 Fixed Siations 20% 112 FIRM Stations 18% 225 Fixea Slaflons 10% 281 ►xe tations 18.50% 301 Mea Stations 20% 360 Fixea glations 21.50% 377 rixed Malions 17% 417 Fixed Stations 10% 424 Fixea Mallons 15% 425 rixea Stations 15% 448 Fixed Stations 20% 474 ►xe tations 23% 509 Pixed Mations 21.50% 512 Mea Slations 23% 537 Fixed glations 21.50% 590 Fixed Stations 21.50% 595 Fixea Slations 18o/a 643 rixed Mations 15% 675 Mea 91aflons 20% 680 Fixea Stations 21.50% 744 ixe at ons 20% 811 FIRM Sfations 5% 881 Pixea 9tations 15% 015 Fixed Wireless Broadband 20% 075 MR-eTVVireless groaaband List 224 Fixed Wireless Broadband 15% 800 ►xe ►re ess Broadband List 832 Fixea Wireless Broadband 10% 882 rixed Wireless groaMaM 15% 904 ►xe ►re ess groadRM 15% 906 rixe3 Wireless MroaMaM 15% 910 Fixed Wireless Broadband 15% 947 Fixed Wireless Broadband 15% 901 Lifecycle Services List 902 Lifecycle Services List 903 Lifecycle Services List Page 3 of 6 904 Lifecycle Services List 905 Life-cycle Services List 051 LTE 10% 052 ITE 10% 053 LTrz 10% 054 LT 10% 055 ET 10% 056 CTE 10% 057 10% 058 LTE 5% 059 10% 061 IT 10% 063 10% 065 ITE 10% 096 LTE 10% 375 ITE List 708 ETE 17% 98T—L71E List 995 ME List 999 [Trz List 823 Maintenance List 983 Maintenance List 554 Mobile Accessories 15% 644 V=51 Accessories 15% 879 o i e Applications Software 10% 038 MoSile Stations 10% 103 MEN e tations 26.50% 1pg o i e a ions 26.50% F` 159 Vo i e Sialions 20% 1$9 o i e a ions 15% 276 Mobile Stations 25% 287 o i e a ions 10% 374 mouile n7tations 15% 426 Mobile Stations 25% 471 MoBile to ions 25% 484 Mobile Stations 10% 500 0 ►e ations 25% 514 Mobile Stations 25% 518 MEW a ions 25% 527 o i e a ions 25% 571 o i e ations 15% 585 Mobile 9faflons 25% 652 MoBile Stations 25% 655 o i e Stations 25% 656 Mobile Stations 25% 761 Mobile Stations 25% 775 MoBlIe 9fallons 16.50% 776 Mobile 91allons 20% 792 Mobile Stations 20% 869 MoBile Stations 20% 922 Plobile Stations 20% 422 10% 475 MMTRO 10% 516 MOTOTRBO 10% 557 MOTOTRBO 10% 563 MOTOTRBO 10% 777 MOTOTRBO 10% 131 Network Products 10% 147 1 Network Products 10% Page 4 of 6 207 Network Products 10% 232 NeFwork Products 10% 708 NetworR Proaucls 17%u 136 agers eceiver 15% 169 PagerMecelver 20% 452 PagersMecelver 15% 361 Paging7l7ecievers 15.00% 839 aging ecievers 15%u 940 Paging7l7ecievers 15% 941 aging ecievers 15%u 004 PortaBle Radiopnone o a es 20% 008 PortaBle 17aalophone o a es 20% Portable Ra8iopnone oRabies) List PortaBle 17adiop5one(Portables) List ortab a Radiophone( ortab es) List 037 Portable Radiophone(Portables) 10% 087 Portable a Mop one o a es) 10% 158 Porta6le Radiophone (Portables) 20% 185 Portable Radiophone o a es List 187 Portable Radiophone(Portables) 15% 205 Portable Radiopnone(Portables) 25% 271 Portable RadlopRone orta es 25% 291 PortaSle RaMophone(Portables) 25% 320 PortaBle 17aEliopFone(Portables) 25% 332 7-3-Mable RaMpRone orta es 20% 362 Portable 17adlophone o a es 20% 372 Portable RadlopRone( ortab es) 20% 402 PortaBle Ra8iophone(Portables5 20% 407 P—ort-able 17adiophone o a es 25% 414 !Portable Radiophone(Portables) 20% 426 PoRaBle Radiophone o a es 25% 430 Poriable Madiopnone o a es 20% 442 Portable 17531op5one orta es 20% 453 or-fa e RaBlopNone?Portables) 20% 456 Portable RaMopRone (Portables) 20% 458 Porta6le RaMophone orta es 20% o a e RaMoplione o a es 25% 476 o a e a Mop one(Portables 20% 481 o a e Radiophone o a es 25% 483 Poifagle a Mop one(Portables5 25% 505 PoRable RadlopRone orta es 20% 527 PoRaBle 17aaiopNone orta es 25% 536 Portable RadiopRone orta es) 25% 562 o a e RaalopRone orta es) 25% PoRable RaMophone orta es 10% 577 PoRaBle f7aalophone orta es 20% 619 PoRaBle 17adiopgone o a es 15%u 626 o a e a Mop one o a es 20% o a e a iop one oRaSles List 655 MIME e a Mop one(Portables) 25% 656 PoRaEle 170opEone (Portables 25% 672 orta e a Mop one orta es 33.50% 687 orta e a Mop one ( orta es) 20% 721 o a e a Mop one orta es 25% 726 Portable Radiophone(Portables) 25% 742 Portable Radiophone(Portables) 25% 749 Portable Radiophone(Portables) 33.50% 755 Portable Radiophone(Portables) 25.00% 756 lPortable Radiophone(Portables) 25.00% Page 5 of 6 785 Portable Radiophone (Portables) 25% 795 Portable Raaiophone( orta es 25% 798 Portable Radiophone orta es) 25% 837 PoRaBle RadjopRone orta es 25% 841 PoRable RadiopRone orta es 33.50% 883 Portable Radiophone orta es) 15% 977 Portable Radiophone orta es 10% 390 Professional gervices List 659 'Professional Services List 659 Protessional Services List 670 Professional Services List 842 Professional gervices List 509 Receivers 2150% 512 Receivers 23% 743 Receivers 15% 608 Recor3s Ranagemeni Software 10% Records Management Soffivare List 137 gecure Solutions 5% 201 ecure o u ions 10% 229 ecure goluflons 14% 462 gecure goluflons 10% 524 gecure goluflons 15% 525 Secure golutions 15% 519 ecun y List 519 Security List 561 Service/Maintenance List 769 Service/Maintenance List 769 ervice ain enance List 772 ervice ain enance List 929 ServiceMaintenance List 293 ervice ain enance List 195 o are Upgrades7r[asEporl List 371 o are Opgra8es7rlasEporf List 430 Sof7ware Upgra8esirlasEport 20% 262 Test Equipment 20% Tesf rquipmeni List 293 Tr-aining-Prolessional gervices List 039 frunPing Pro3ucts and Systems 5% 85 Trunking Proaucts and-Systems 15% 112 Trunking Pro3ucts.and Systems 18% 115 run king Products and Systems 10% 277 1 run king Proaucts ana Systems 20% 280 1 run king Producis and Systems 18.50% 281 Trunking Products and Systems 18.50% 377 TrunRing ro uc s an ystems 17% 495 Trun ing Products an ystems 15% 593 run mg Proaucts and Systems 23% 708 TrunRing Proaucts and Systems 17% 877 TrunRlng Proaucts an ys ems 18.50% 002 Viaeo Solutions 10% 080 Video Solutions 10% 488 i eo o ut►ons 10% 964 Warranty List 606 Wireless Mobility 15% 832 Wireless Mobility 10% 907 Wireless Mobility 15% 908 lWireless Mobility 15% Page 6 of'6 Exhibit E Service Terms and Conditions Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support and/or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1 "Agreement" means these Service Terms and Conditions, and the System Purchase Agreement to which these Service Terms and Conditions are attached (the "Primary Agreement"). Ambiguities should be resolved in accordance with Section 9 of the Primary Agreement. 2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the"Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for the additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to such Equipment; remove that Equipment from the Agreement; or increase the price to Service such Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Motorola Contract No. - 1 - System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-I Reconfiguration/Microwave Upgrade Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by such transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CUSTOMER Contact Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty(30) days of the invoice date. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re- perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 102 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of Motorola Contract No. -2- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. 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 OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than four(4) years after the accrual of such cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writing unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, or otherwise determined under applicable law, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Subject to Section 15 of the primary agreement, Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Motorola Contract No. -3- System Purchase Agreement 7/6/2015 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2)years thereafter, Customer will not hire, engage on contract, or solicit the employment of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. Notwithstanding the foregoing, this provision shall not apply to an employee of Motorola who responds to a general solicitation of advertisement of Purchaser. If this provision is found to be overly broad under applicable law, it shall be modified as necessary to conform to such law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, unless such loss or damage is caused by Motorola, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in accordance with the laws of the State of Texas. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 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. However, in the event Motorola assigns its right to receive payment to one of its affiliates hereunder, Motorola shall provide Purchaser with at least thirty(30) days written notice of any such assignment, and Purchaser shall be authorized to request and entitled to receive a sworn affidavit from the affiliate verifying its right to receive payment from Motorola prior to Purchaser making any such payment. In addition, in the event Motorola separates one or more of its businesses (each a"Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. Motorola shall provide Purchaser with at least thirty(30) days written notice of any such assignment which constitutes a Separation Event. Such assignment will not relieve Motorola of its duties under this Agreement. 17.6. Upon customer's request, If Motorola provides Services after the termination or expiration of this Agreement,the terms and conditions in effect at the time of the termination or expiration will apply to those Services and, if such services are approved, Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Motorola Contract No. -4- System Purchase Agreement 7/6/201 City of Fort Worth,TX T-1 Reconfiguration/Microwave Upgrade M&C Review I UNCIL GEN �ORTORT11 COUNCIL ACTION: Approved on 12115/2015 -Ordinance No. 22007-12-2015 REFERENCE LOG 04MOTOROLA PUBLIC SAFETY DATE: 12/15/2015 NO.: C-27566 NAME: RADIO COMMUNICATIONS ENHANCEMENTS CODE: C TYPE: NOW PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of Two Agreements with Motorola Solutions, Inc., for Enhancements to the Public Safety Radio Communications System in the Combined Amount Not to Exceed $1,138,208.00, Authorize Acceptance of Reimbursement Funds from Tarrant County 9-1-1 District in the Amount of$1,138,208.00 and Adopt Appropriation Ordinance (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of an Agreement with Motorola Solutions, Inc., for reprogramming of the existing microwave link and installation of a new microwave link to connect the City of Fort Worth and City of Irving radio system cores, in an amount not to exceed $913,883.00; 2. Authorize the execution of an Agreement with Motorola Solutions, Inc., for the purchase of WAVE technology to allow smart phones to emulate P25 radios in an amount not to exceed $224,325.00; 3. Authorize the acceptance of an award from the Tarrant County 9-1-1 District Radio Interoperability Assistance Program for reimbursement of project costs to improve the capabilities and redundancy of the Public Safety Radio Communications System, in the amount of$1,138,208.00; and 4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the Information Systems Capital Projects Fund in the amount of$1,138,208.00. DISCUSSION: The Tarrant County 9-1-1 District Board of Managers on September 21, 2015 approved the Tarrant County 9-1-1 District Radio Interoperability Assistance Program reimbursing several projects to improve the capabilities and redundancy of the Public Safety Radio Communications System. These include: reprogramming of the existing microwave link, installation of a new microwave link to connect the Fort Worth and Irving cores and the purchase of WAVE technology to allow smart phones to emulate P25 radios. These projects will improve the redundancy of the Public Safety Radio System by allowing failover of critical components between the City of Fort Worth and City of Irving systems. Additionally, interoperability and usability will increase by being able to leverage smart phones on the system. Due to the regional nature of these improvements, Tarrant County 9-1-1 District Board of Managers has approved fully reimbursing the City of Fort Worth for the projects. Staff will submit requests for reimbursement as work phases are completed. Staff expects all work to be fully complete and reimbursed by August 31, 2016. http://apps.cfivnet.org/council_packet/me review.asp?ID=21807&councildate=12/15/2015[12/16/2015 10:52:51 AM] M&C Review ATTACHMENTS 04MOTOROLA PSRC ENHANCEMENTS A01 60106.docx http://apps.cfwnet.org/council_packet/mc_review.asp?ID=21807&councildate=12/15/2015[12/16/2015 10:52:51 AM]