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HomeMy WebLinkAboutContract 47392 CITY SECRETAW � .. CONTRACT SYSTEM PURCHASE AGREEMENT (Radio Systems) THIS AGREEMENT ("Agreement") is made and entered into this " -day of � ,9015 (« g „) 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 "City"). 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: Exhibit A General Provisions. CFIGI IC IA . RECORD� Exhibit B Motorola Software License Agreement. I la �OR111 , TX �...m .,, .... ..... ...,.,..� Exhibit C Technical and Implementation Documents, consisting of: Motorola's August 12, 2015 Proposal (Section 1 System Description, Section 2 Statement of Work, Section 3 Pricing, and Section 4 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). Motorola Contract No. - 1 - System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE 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 and/or latent conditions at any site differing from those indicated on the specifications, or as used Motorola Contract No. -2- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE Upgrade 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 party shall within thirty (30) days give the other parry 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 8/12/2015 City of Fort Worth,TX WAVE 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 Two Hundred Twenty Four Thousand Three Hundred Twenty Five Dollars ($224,325.00), 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 8/12/2015 City of Fort Worth,TX WAVE 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 parry. 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 8/12/2015 City of Fort Worth,TX WAVE Upgrade Exhibit A General Provisions. Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, consisting o£ Motorola's August 12, 2015 Proposal (Section 1 System Description, Section 2 Statement of Work, Section 3 Pricing, and Section 4 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 from 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 8/12/2015 City of Fort Worth,TX WAVE 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). t Motorola Contract No. -7- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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: T -,---'J-ak4rice usaj Alanis Title: Area Sales Manager Assistant City Manager Date: Date: �4 106-06% N 0 A TTS � ..........) 0 CONTRACT AUTHORIZATION: B Y: ALL �,Mary J. Kayser 1100 000000 M&C: City Secretary 4111.'-f Date Approved: APPROVED TO FORM AND LEGALITY: Maleshia . Fanner Sr. Assistant City Attorney �j (4,11"ICOA1.1 X, Motorola Contract No. -9- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE 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 party 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 parry, 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 Section 21 MAINTENANCE SERVICE Motorola Contract No. -8- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE Upgrade 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. r Motorola Contract No. -9- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 fi•om 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 DEARS 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 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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. Motorola Contract No. -6- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE Upgrade Exhibit C Technical and Implementation Documents *Actual Proposal Document consisting of: Motorola's August 12, 2015 Proposal (Section 1 System Description, Section 2 Statement of Work, Section 3 Pricing, and Section 4 Terms and Conditions). Motorola Contract No. -7- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE Upgrade CITY OF FORT WORTH MOTOROLA WAVE WIRELINE INTEGRATION PROJECT r © MOTOROLA The design,technical,and cost information furnished with this proposal is proprietary information of Motorola Solutions,Inc.(Motorola).Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal,and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal,without the express written permission of Motorola Solutions,Inc. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.SYMBOL is a trademark owned by Symbol Technologies,Inc.,which is a wholly owned subsidiary of Motorola Solutions,Inc.All other trademarks are the property of their respective owners.©2012 Motorola Solutions,Inc.All rights reserved. TABLE OF CONTENTS Section 1 SystemDescription............................................................................................................................1-1 1.1 WAVE Interoperability........................................................................................................1-1 1.1.1 LMR Interface.................................................................................................................1-1 1.2 WAVE GENERAL SYSTEM FEATURES AND CAPABILITIES.........................................1-1 1.3 Connectivity Features and Capabilities..............................................................................1-3 1.4 WAVE DESKTOP/DISPATCH & WEB/LYNC CLIENT FEATURES ..................................1-3 1.5 PTT Use Cases and Customer Benefits ............................................................................1-3 1.6 System Overview...............................................................................................................1-4 1.6.1 Block Diagram............................................................................................................1-4 1.6.2 System Components..................................................................................................1-4 1.6.2.1 Included Equipment and Software.............................................................................1-4 1.7 Design Assumptions ..........................................................................................................1-5 Section 2 Statementof Work.............................................................................................................................2-6 ProjectOverview..........................................................................................................................2-6 Contacts......................................................................................................................................2-6 ProjectScope..............................................................................................................................2-7 Responsibilities...........................................................................................................................2-7 TwistedPair Solutions .........................................................................................................2-7 Cityof Ft. Worth...................................................................................................................2-8 AcceptanceCriteria.....................................................................................................................2-8 Appendix A— Hardware and Network Requirements .................................................................2-9 WAVE 5000 5.9 Minimum Requirements ................................................................................. Appendix B—WAVE Test and Acceptance Document.............................................................2-13 WAVE Test and Acceptance Approval ..................................................................................... Section 3 Pricing....................................................................................................................... 3-1 Section 4 Terms and Conditions................................................................................................... 4-1 City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Table of Contents i SECTION 1 DESCRIPTION SYSTEM 1.1 MOTOROLA WAVE INTEROPERABILITY Motorola Solutions, Inc. (Motorola) is pleased to present to the City of Fort Worth,the Motorola WAVE system that provides a secure, high-performance voice(PTT) service that operates over commercial 4G/3G networks and Android/iOS devices, as well as desktop PCs. This service supports interactive connection capabilities from those commercial devices running on a data network to Land Mobile Radio (LMR)and Project 25 (P25)devices. Seamless communications and interoperability are mission-critical requirements for LMR users and non-LMR users to maintain daily operations. Motorola's WAVE solution also provides enhanced communications and interoperability between commercial 4G/3G device users and P25 device users. 1.1.1 LMR Wireline Interface The WAVE system supports a wireline interface with the Motorola's ASTRO°25 network via the Motorola IGSW Gateway. This supports direct access to up to 250 talk groups in the ASTRO P25 system. Each talk group must be licensed to operate on the WAVE system. 1.2 WAVE GENERAL SYSTEM FEATURES AND CAPABILITIES The WAVE solution comprises of an integrated server(Proxy/Media/Management applications)to support PTT communication over commercially available iOS and Android Smartphone devices over The City of Fort Worth's preferred choice of 3G/4G public carrier networks. Broadband users can make use of following features: • Individual Private Call(One-to-One): An individual private call can be made between two 4G/3G commercial device users. The initiating PTT user selects an individual from the PTT contact list and presses the PTT button. • Talkgroup Call: This represents a call to a group of PTT users associated and defined as part of the talkgroup established in the Enterprise Management System. If a Project 25 network is interconnected to the PTT Server,the talkgroup call will include 4G/3G commercial device users and P25 radio users. • Late Call Entry: The 4G/3G commercial device user will join in-progress talkgroup calls if they happen to miss the start of the call. • Listen Only Talkgroups: Administrators can provision WAVE talkgroups with listen only capability. This feature preserves P25 mission critical communications while maximizing the number of broadband users that can listen in on important communications. • PTT User Presence& Location: 4G/3G commercial device users will see the current presence & location of their PTT contacts. User can also choose to map/locate talkgroup members. • Enterprise Management Capabilities: The WAVE has the ability to integrate with Microsoft Active Directory giving the administrator the ability to manage users and passwords from single synchronized systems. This also provides the administrator the ability to create users, groups,rolls, and locations in Active Directory and deploy channel permissions based on these profiles. • Profile and Channel Configuration—PC and mobile applications allow users to select their active profile for the communications session from the profiles assigned to them by the system administrator City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 1-1 and to configure which channels are used for active communications. Users are able to easily select a new profile in a just few seconds with a few clicks. • Mobile Location—WAVE mobile clients are location-enabled so they can report and map the location of the device for display to users on the system. The ability to report or not report location and how often to update the reporting interval(e.g., seconds to minutes) is configurable by the user and/or system administrator. • Status,Presence and Location—WAVE can report the status and presence of users logged into the system. For devices that are location-enabled, including GPS capable 2-way radios, mobile handsets and mobile computing devices, PC and mobile applications are able to display the location of users in real time on maps. Overlays (roads, aerial view,traffic, etc.)and pan/zoom functions should be available for mapping applications. • History—PC and mobile applications have the ability to report communications activity on channels, including the name of the user and the duration of the communication. • Private and Group Calls—Clients can support the ability to make private point-to-point and private group PTT calls(analogous to a conference call). • Instant Replay—WAVE desktop clients provide access to instant replay on any channel. • Dynamic Updates—System provides the ability to push updates down to client endpoints including over the air updates for clients running on wireless devices. • Channel Configuration—WAVE supports the ability to configure and operate multiple channels, where a channel can comprise a single device/user running on a single network or multiple devices/users connected to different networks. Channels are configurable to include 2-way radios running on private land mobile radio(LMR)networks, cellular devices connected to commercial cellular networks running mobile clients, mobile computing devices that support PTT functionality via mobile clients, PBX systems, PCs running unified communication systems, etc. • Access to Legacy Systems—WAVE provides the ability to cost-effectively connect legacy radio and telephony systems to provide interconnection, integration and interoperability with existing infrastructure so that users can access and communicate with one another regardless of the device they are using, their network connection and/or radio frequency, or their location. The system does not require the replacement of legacy infrastructure to provide communication services. • Data Messaging—WAVE provides the means, e.g., a control channel,to efficiently and securely carry data messages throughout the network. Data messages can include status and presence information,text messages, GPS location coordinates from radios and mobile devices,timestamps, system properties, etc. • Security/Encryption—WAVE supports end-to-end encryption of all streaming audio across all applications(PC, mobile,telephony, etc.) up to AES 256 without affecting audio quality. AES is the highest form of encryption available to the public sector and is the most commonly used form of encryption within the DOD and federal government space. • Survivability—There is no single point of failure in the system. The system architecture allows the system and all client applications to continue to function in the absence of centralized management servers.The system continues to run for up to 30 days if endpoints are not able to connect to management servers. • Multicast/Unicast Support—System supports the use of a combination of unicast, multicast, mixed-mode or federated unicast to overcome network bandwidth and technology limitations; system should not require network-wide IP multicast solely and allows customers to choose TCP or UDP as their transport method. • Recording—System provides optional 24 X 7 recording for any selected channels including the option to use VAD to preserve disc space. • Status and Presence—Endpoints on the system have the capability to report their status and presence on channels. • Continuity of Operations(COOP)—System includes the ability to support communications from a remote back-up location using only a PC and network connection, including access to a browser- based Management Server to allow administrative functions to be performed remotely. August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 1-2 Motorola Solutions • Performance—System is capable of demonstrating clear voice communications(no garbled or clipped audio)and satisfactory quality of service(QOS)with minimal jitter and delay regardless of the source of the audio even when suffering up to forty percent packet loss in tactical environments. • Scalability—WAVE is capable of supporting hundreds of groups on a single server and be expandable to thousands of communication paths consisting of simultaneous users, and is able to connect these users to any type of communications system across geographically dispersed networks. 1.3 CONNECTIVITY FEATURES AND CAPABILITIES • Bandwidth Optimization—System is designed to minimize the WAN bandwidth required to carry transmissions between multiple sites/systems; system should be able to use a single transmission stream to carry audio and supporting data from one location to the other, even if multiple people are speaking on the channel(s)at one time. • IVR access to channel communication—Remote users have the optional ability to dial in remotely and use an IVR menu to connect to a channel. • IP PBX support—WAVE supports integration with IP PBXs from Cisco, Avaya and Asterisk. • IP Telephony Support(H.323, SIP)—WAVE supports both H.323 and SIP signaling. • Active Directory Integration—WAVE supports integration with Microsoft Active Directory. 1.4 WAVE DESKTOP/DISPATCH & WEBILYNC CLIENT FEATURES • WAVE Desktop and Dispatch PC based clients—The Desktop and Dispatch clients are PC based clients that can run on any Windows box running XP or Vista 32-bit, as well as Windows 7/8 32, or 64-Bit. The clients will provide a PC based application that will allow the users to access and communicate to the WAVE channels from their computer using the speakers and microphone on that PC. The WAVE Dispatch and Desktop clients also give us the ability to transmit over several or all channels with 1 PTT button if that function is allowed in the profile. The Dispatch ad Desktop clients also have a 20-minute instant replay available to all channels. The WAVE Dispatch and Desktop clients are also capable of transmitting various alert tones out to the other WAVE clients and the existing LMR systems. Those alert tones can be defined by The City of Fort Worth. • WAVE Web and Lyric Clients provide access to the LMR system through a soft client not required to be installed on the user's desktop. All recent browsers are support including Explorer, Firefox, Chrome, and Safari. Lyric versions 2010 and 2013 are supported with a Microsoft Silverlight client. Features on these clients include LRM transmit/receive, presence, history, and location mapping 1.5 PTT USE CASES AND CUSTOMER BENEFITS • Extending Reach to radio users outside the coverage of the ASTRO 25 system, enabling Global Broadband Connectivity, for example: • A Police Chief stays in touch with home while traveling across country. • An emergency management professional is capable of assisting/commanding incident response from a remote location. • Enhancing Choice for users who cannot or do not carry a radio, but still need occasional interoperability with radio users, for example: • A Volunteer Fire Fighter remains connected and ready to respond. f, • A Detective/Undercover Agent meets a new informant without drawing attention. • Increasing Productivity by enabling non-radio users to collaborate efficiently via secure PTT communication, for example: City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 1-3 • A Civil Engineer warns local authorities that a levy is about to fail. • A City Administrator contacts the building department about rezoning. 1.6 SYSTEM OVERVIEW 1.6.1 Block Diagram WAVE Architecture (i DMZ option t Login/ g HP DI380 Server TCP 443,903 Authentication TCP/UDP 902 UW Hosting hosting voicerr. is 3 virtual machines tManagoment/ TCP 29021 yyy Control p�;, UDP 25022 optional Features IVlllgll MBrtla, ...m• TCP 943 .�,. TCP 4502 ......................�......,............ Virtual Fortigate 100D Machine 1 With Ile NAT TCP 443/HTTPS Management TCP 80/HTTP i TCP 4502 •,�,. TCP443/HTTP3 TCP BO/HTTP TCP 31329 TCP/UDP 389 °®"'""""""""'""°"""" Active Directory TCP 8039 ODP 5066 Virtual Mach ne 2 6x. rcP asaz °/ iJ #Y// t for[ ate 100D Mc With Ile NAT Ethernet �I TCP/UDP5060 Reversing VIII Cabl Qgtf025 e WWWNNN „Mac�.i3 C..._....,� .„„. w i H rYptrll System OpenSiPsne CryptR2 j VW 413 Intranet Public Internet t WAVE DMZ t Motorola/Twisted Pair Solutions—22Ju1y2015//Terry Brachmanski 1.6.2 System Components 1.6.2.1 Included Equipment and Software The following software components are included in this proposal. WAVE Software Components • One (1) WAVE Server License(will use existing City of Fort Worth license) • Two(2) WAVE Communications Channels—No Radio • Ten (10) WAVE Communications Channels with Radio Integration via ISGW • Fifty(50) WAVE Mobile Communicator Licenses for Android/iOS • Ten(10) WAVE Desktop Communicator Licenses • Two(2) Dispatch Communicator August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 1-4 Motorola Solutions 1.7 DESIGN ASSUMPTIONS • It is assumed that all sites will have adequate space and power for the new equipment and suitable temperature control and lighting where work is to be performed or materials stored. • AC power and breakers are to be provided by the City of Fort Worth. • Installation of adequate AC receptacles in the Fixed Network Equipment Room within 6 feet(2 meters)of the proposed equipment is to be provided by The City of Fort Worth. • Ready access [within 50 feet(15 meters)of proposed Equipment locations] to a low resistance ground at each location to be provided by The City of Fort Worth. • Relocation of existing equipment, sites, and/or paths is not included in this proposal. • The City of Fort Worth will provide site access and escort during normal work hours as required. General site cleanup will be performed by Motorola on a daily basis with refuse placed in a City of Fort Worth provided receptacle. FULL EQUIPMENT LIST Quantity MSI Part# Description 1 TT2775 WAVE Server License—Use existing CFW License 1 TT2789 New WAVE System 2 TT2776 WAVE Communications Group - No Radio 10 TT2777 WAVE Communications Group - Radio 50 TT2782 WAVE Mobile Communicator (Android and iOS) 10 TT2779 WAVE Desktop Communicator 2 TT2781 WAVE Dispatch Communicator 1 SQM01SUM0284 WAVE Server- HP DL380/preloaded 1 SQM01SUM0227 ISGW SERVER 1 CVN7053a Astro 25 to WAVE 5000 WRG interface license 1 TT2820 WAVE Radio Gateway Software 1 TT1932 ISG 1000 FIREWALL City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 1-5 f SECTION 2 STATEMENT OF WORK This Statement of Work(SOW) details the requirements, tasks and responsibilities associated with a WAVE 5000 installation at the City of Ft. Worth. The installation consists of one (1) WAVE 5000 Server Group (Management, Media, Proxy), ten (10) RF-attached Talk Groups using an ISGW/WRG connection to the 7.14 Astro25 Core, two (2) Broadband WAVE channels, fifty (50) WAVE Mobile Communicators,ten (10) WAVE Desktop Communicators and two (2) WAVE Advanced Desktop Communicators. The primary purpose of this project is to provide smartphone access to 10 RF talkgroups and 2 Broadband Only Talkgroups for both internal and local area agencies and to provide interoperability among all groups. The intended purpose is to streamline communications among a number of local agencies. 2.1 CONTACTS i Motorola will provide a WAVE Subject Matter Expert (SME)to assist City of Ft. Worth with the successful install of the WAVE system. Throughout the duration of the project there will be one main point of contact from each organization. This person will provide the necessary project management to ensure the project stays on schedule and to resolve any issues or concerns. TWISTED PAIR SOLUTIONS Bob Baesmann Bob.haestiiilrru(ci�motorolaso +1 972.978.8800 -Business Contact, CC lutions.com Terry te .brachmanskIlOmotorol +1 312.371.8258 - Consulting Engineer, CC Brachmanski asohrtions.com Mike Leghorn Mike.leL�tiorii('ri�motorolasol +1 206.812.0746 -Project Manager,POC utions.com City of Ft.Worth +1 - Motorola Solutions Trevlyn Pitney +1 817.470.1155 -Account Manager, CC rations.com ® "POC" is the primary contact for the organization August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 2-6 Motorola Solutions • "CC" denotes a role where the person is included on all major email communications and project updates. 2.2 Project Scope Survey/ Assessment Review: A Motorola/ Twisted Pair Solutions(TPS)engineer will conduct a survey of the customer's data center and radio environment to determine necessary physical and logical connectivity,security requirements,and any other infrastructure required for a successful installation and deployment of the system. Planning: After the survey review,the Motorola/ TPS engineer will finalize the WAVE design and coordinate with the TPS Project Manager to develop the project plan for review by City of Ft. Worth for approval and/or to bridge any gaps that have been uncovered during the assessment process. As a final step,City of Ft.Worth and Motorola/ TPS will collaborate on schedule and scope during a project kickoff meeting and communicate the project plan to all project core team members in preparation for the project start. WAVE Install: The Motorola/ TPS engineer will work with City of Ft.Worth primary technical POC at the Ft. Worth TX data center in order to perform the following: 1. Install the WAVE Management Servers on appropriate VMs 2. Install the WAVE Media Server Software on appropriate VMs 3. Install the WAVE Proxy Server software on the appropriate VMs 4. Install WAVE WRG Server software on appropriate VM 5. Configure WAVE Users and WAVE Profiles to meet the customer demands 6. Configure WAVE Communication Groups and radio integration 7. Provide knowledge transfer to end user 8. Perform test of WAVE operation in accordance with Appendix B 9. Complete logical designs for submittal to customer Project Close Out At the conclusion of the successful test, a copy of the documentation and a Test and Acceptance Document (Appendix B) including a Project Acceptance Statement will be provided to the customer for signature thereby concluding the project. 2.3 RESPONSIBILITIES 2.3.1 MOTOROLA/TWISTED PAIR SOLUTIONS Motorola/ TPS will be responsible for the following items as part of this Statement of Work: • Provide a subject matter expert to review the existing infrastructure and IT architecture and validate our knowledge and assumptions • Verify that the Server hardware and OS platforms are ready for the WAVE applications(reference Appendix A) • Install WAVE Management Server application appropriate VM of MSI provided DL380 • Install the WAVE database on the customer provided Management Servers • Install WAVE Media Server on on Management server VM • Install WAVE Proxy Server on on appropriate VM City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 2-7 • Install WAVE Radio Gateway Server on appropriate VM • Install up to(5)five WAVE Desktop and Dispatch Communicator Clients on customer provided PCs and train the customer/partner how to install the rest • Install up to(5)five WAVE Mobile Communicator clients on customer provided hardware and show the customer/partner how to install the rest • Confirm proper operation of the new WAVE version • Update documentation with any changes made to the system • Train end-users on the use of the applications and System Administrator on the management of the WAVE System • Perform functional test plan with the customer and/or partner 2.3.2 CITY OF FORT WORTH City of Ft.Worth will be responsible for the following items: • Act as the point of contact for all the scheduling and coordination between City of Ft.Worth resources that will assist with project • Provide the necessary hardware and software required to support the project to include servers,radio's, gateways,switches,firewalls,and all required cabling including but limited to: • ISGW Server for Astro25 • ISG1000 Firewall • Astro25 to WAVE 5000 WRG interface License • Connect all project related endpoints,e.g.servers,gateways,PCs, (new&old)using the proper cables, mediums,standards,and protocols-before the SMEs arrival • Ensure all required firewall port requests have been completed-before the SMEs arrival • Provide guidance on radio and radio gateway programming to connect to WAVE o This includes configuring the ISGW to see WAVE as a foreign system • Complete the information survey provided by Motorola/ TPS regarding status of addressing, appliances, port access,cables,etc. to ensure site readiness • Install and configure the server,desktops,and network • Provide physical and credential restricted access to all project related sites and endpoints for Motorola/ TPS SME • Provide easy access to network,system,telephony,security resources that will/can assist with making modifications in a timely manner • Provide general radio engineering resources to assist with the audio tuning for interfacing the radios with WAVE • Provide Network Engineering,Network Security and System Administration resources to assist with IP network and security related matters during the installation of WAVE • Provide 1St level support for any questions or issues during the project • Provide access to the WAVE Management Seiner as well as other components that make up the WAVE system,i.e. WAVE Media Servers and LMR gateways • Provide on-site technicians to assist with specific tasks as identified during the planning stage • Provide contact information for all project stakeholders impacted by the project(network,security,LMR, VoIP,etc.) • Provide general access to resources that the Motorola/ TPS SME needs while on-site 2.4 ACCEPTANCE CRITERIA The success of the WAVE installation will be determined by the successful completion of the WAVE Test and Acceptance Document as described in Appendix B. The project manager will submit this document with the Project Acceptance statement upon conclusion of test for customer signature. August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 2-8 Motorola Solutions APPENDIX A- HARDWARE AND NETWORK REQUIREMENTS The following table identifies the minimum TPS certified requirements of WAVE 5.9 by component WAVE 5000 5.9 MINIMUM REQUIREMENTS Component Requirements Management Server OS: Windows Server 2008 Enterprise R2 SP1 64bit, Windows Server 2012 Standard/Data Center, Windows Server 2012 Standard/Data Center CPU: 2GHz i5 or Xeon x-86 based processor Memory: 4GB RAM Storage: 12GB hard disk space NIC: 100Mbps .NET: NET Framework 3.5 SP1 Web Server: Internet Information Services (IIS) 6 or higher Web Client: Microsoft Internet Explorer 9 or newer SQL: Microsoft SQL 2008 Server R2 SP1, (requires IIS resource kit tools) or Microsoft SQL 2008 R2 SP1 Express (available and installed with WAVE) Media Server OS: Windows Server 2008 Enterprise R2 SP1 64bit, Small Media Server: Windows Server 2012 20 audio streams CPU: 2GHz i5 or Xeon x-86 based processor Memory: 2GB RAM NIC: 100Mbps Media Server OS: Windows Server 2008 Enterprise R2 SP1 64bit, Large Media Server: Windows Server 2012 200 audio streams CPU: Intel i7 2GHz, Quad Core, Hyper-threading, or Intel Xeon, 3GHz Dual Processor, 8 Cores, Hyper- threading City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 2-9 Memory: 8GB RAM NIC: 1Gbps Proxy Server OS: Windows Server 2008 Enterprise R2 SP1 64bit, Windows Server 2012 CPU: Intel i7 2GHz, Quad Core, Hyper-threading Memory: 8136 RAM NIC: 100Mbps (for Single Server Configuration) or 1Gbps (for Multi-Server Configuration) WAVE Radio Gateway OS: Windows Server 2008 Enterprise R2 S131 64bit, Windows Server 2012 CPU: 2GHz i5 or Xeon processor Memory: 2GB RAM NIC: 100Mbps .NET: NET Framework 3.5 SP1 and 4.5 (supplied by installer) Desktop Communicator OS: Windows 8/8.1, Windows 7 Enterprise 32bit or 64bit CPU: 1.6GHz x86 based processor Memory: 1GB RAM Storage: 100MB hard drive space (See Microsoft for.NET hard drive space requirements) NIC: 100Mbps .NET: NET Framework 3.5 SP1 Peripherals: Speakers and Microphone Graphics: 3D Accelerated, GPU with DirectX 9.0 with 64MB RAM Advanced Desktop OS: Windows 8/8.1, August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 2-10 Motorola Solutions Communicator Windows 7 Enterprise 32bit or 64bit CPU: 2GHz x86 based processor Memory: 1GB RAM Storage: 200MB hard drive space NIC: 100Mbps JAVA: J R E 1.8.0.45 Peripherals: Speakers and Microphone Resolution: 1024x800 Mobile Communicator OS: Android: 4.1 or Newer iOS: 7.1.2 or Newer Engine OS: Windows Windows 8/8.1, Windows 7 Enterprise 32bit or 64bit, Windows Server 2008 Enterprise R2 SP164bit, Windows Server 2012 Linux Red Hat Enterprise Linux Server 5.2 CPU: 2GHz x86 based processor Memory: 1GB RAM Storage: 200MB hard drive space NIC: 100Mbps Peripherals: Speakers and Microphone Supernode Monitor OS: Windows Server 2008 Enterprise R2 SP1 64bit, Server Windows Server 2012 CPU: 2GHz x86 based processor Memory: 512MB RAM NIC: 100Mbps Supernode Monitor OS: Windows 8/8.1, Client Windows 7 Enterprise 32bit or 64bit CPU: 2GHz x86 based processor Memory: 1GB RAM Storage: 200MB hard drive space City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 2-11 NIC: 100Mbps Web Client: Microsoft Internet Explorer 9 or newer August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 2.12 Motorola Solutions APPENDIX B - WAVE TEST AND ACCEPTANCE DOCUMENT The following scenarios will serve as a system level test plan to confirm that the system is performing as designed once the software has been installed and configured. WAVE Management Server • Ensure the WAVE Management Server is accessible from a web browser • Pass • Fail • Ensure the WAVE license applied successfully • Pass • Fail • Create users and profiles • Pass • Fail WAVE Media Server • Ensure the WAVE Media Server has a status of`ok' • Pass • Fail • Ensure the Channels have been configured properly • Pass • Fail • Ensure the trunks or radio gateways have been configured properly • Pass • Fail • Ensure IP telephony has been configured properly • Pass • Fail • Ensure Supernodes has been configured properly • Pass • Fail • Confirm port forwarding and network configurations • Pass • Fail City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 2-13 WAVE Proxy Server • Ensure the WAVE Proxy Server has a status of`ok' • Pass • Fail • Confirm port forwarding and network configurations • Pass • Fail WAVE Radio Gateway Server • Ensure the WAVE Radio Gateway Server has a status of`ok' • Pass • Fail • Confirm port forwarding and network configurations • Pass • Fail WAVE Mobile Communicator • Ensure Users are able to successfully log in with the WAVE Mobile Communicator • Pass • Fail • Ensure users are able to access channels for which they have been granted permission • Pass • Fail • Ensure users are able to have a two-way conversation with other WAVE endpoints • Pass • Fail • Ensure users are able to have a two-way conversation with other radio endpoints • Pass • Fail • Verify Status and Presence • Pass • Fail WAVE Desktop Communicator • Ensure Users are able to successfully log in with the WAVE Desktop Communicator • Pass • Fail August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 2-14 Motorola Solutions • Ensure users are able to access channels for which they have been granted permission • Pass • Fail • Ensure users are able to have a two-way conversation with other WAVE endpoints • Pass • Fail • Ensure users are able to have a two-way conversation with other radio endpoints • Pass • Fail • Verify Status and Presence • Pass • Fail • Verify Text Messaging between WAVE PC clients • Pass • Fail WAVE Dispatch Communicator • Ensure Users are able to successfully log in with the WAVE Dispatch Communicator • Pass • Fail • Ensure users are able to access channels for which they have been granted permission • Pass • Fail • Ensure users are able to have a two-way conversation with other WAVE endpoints • Pass • Fail • Ensure users are able to have a two-way conversation with other radio endpoints • Pass • Fail • Verify Status and Presence • Pass • Fail • Verify Text Messaging between WAVE PC clients • Pass • Fail City of Fort Worth,TX August 12,2015 Motorola WAVE Intergration Project Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions 2-15 WAVE TEST AND ACCEPTANCE APPROVAL City of Ft. Worth accepts implementation of WAVE by signing below. Motorola Solutions City of Ft. Worth Signature: Signature: Name: Name: Title: Title: Date: Date: August 12,2015 Fort Worth,TX Use or disclosure of this proposal is subject Motorola WAVE Intergration Project to the restrictions on the cover page. 2-16 Motorola Solutions i SECTION 3 PRICING City of Fort Worth WAVE Wireline Integration Upgrade as proposed, to include: Upgrade current donor radio system to Core Wireline version • Equipment& Software $160,463 • Services to include project management,system $63,862 integration & optimization Total System Contract Price $224,325.00 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. *Pricing is based on current HGAC State Contract. City of Fort Worth,TX August 12,2015 Motorola WAVE Integration Project Price Page 3-1 SECTION 4 TERMS AND CONDITIONS City of Fort Worth,TX August 12,2015 Motorola WAVE Integration Project Terms&Conditions Page 4-1 Exhibit D Motorola/H-GAC Radio Communications Equipment&Systems Agreement Motorola Contract No. - 1 - System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE Upgrade Radio Communication/Emereencv Response & Mobile Interoperability Equipment Page 1 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, ANTS, 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 CONTR-liCTOR and H-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 COMPLE'T'E 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 parties 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 taws 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-GAC 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-GAC, the State of Texas or the United States Government. Employees of CONTRACTOR 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 anv reason shall not result in the termination of the underlying l'nd User Agreements entered into between CONTRACTOR and any END IiSF.R which shall,in each instance,continue pursuant to their stated terms and duration.The only effect of termination of this Contract is that CONTRACTOR wilt 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 will be due and payable to H-GAC on any End User H:ACONTRACTS\Radio Communicat ion/Fmeroency Response&Mobile Interoperability F.quipment\Motorola Solutions,Inc ARA05-1 S_19 Radio Communication/Emergency 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 ofthis Contractor any right,title,obligation or interest it may have therein to any third party without prior written notice to H-GAC. H-GAC reserves the right to accept or reject airy such change. CONTRACTOR shall continue to remain responsible for all performance under this Contact 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 from.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 under this Contract,a provision to the effect that the subcontractor agrees that H-GAC'S duty authorized representatives,shall,until the expiration of five(5)calendar years after final payment under the 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-GAC and/or END USER to audit confidential information regarding product cost. ARTICLE 9: REPORTING REQ1.11REN1F.N`l"S CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions ofthe 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: fIOST 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 decline to accept any such change, in which case the amendment shall be deemed null and void. IC 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,CONTRAC'T'OR shalt 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 shad 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/1 5. The Parties agree that the above MF C provision shall not apply to the sale of large communications systems(one mill ion dollars ($1,000,000.00)and above). The term "Communications J'vsten:"shall refer to a project that includes the sate 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 ofactiorr to be follotred regularly;a standard procedure. ARTICLE ll: 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 shall continue in full force and effect 11\CONTRACTS\Radio Communication/Emergency Response&Mobile Inleroperability Equipment\Molorola Solutions.tncARA05-1519 Radio Communication/Emergenev Response&Mobile Iuteroperabifity Equipment Page 3 of 5 ARTICLE 12: DISPUTES Any and all disputes concerning questions of fact or 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 thereofto 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 shall 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-GAC"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 produet(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 END USER any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid in violation of the terms ofthis Contract. ARTICLE 14: LIMIT OF H-GAC'S LIABILITY AND INDEMNIFICATION OF H-GAC H-CAC's liability under this Contract,whether for breach of contract,warranty,negligence,strict Liability,in tort or otherwise,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 of the Contract; provided that II-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 USER for services actually performed;to the extent said services 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 under this 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 finding 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 18: GOVERNING LAW & VENUE This Contract shall 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 Hands County,Texas. Disputes between END USER and CONTRACTOR are to be resolved in accord with the lawand 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 shalt 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\CONTRACTS\Radio Communication/Emergency Response&Mobile fnleroperabilit}'Equipment\Motorola Solutions,Inc ARA05-15 19 Radio Communication/Emergeney 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-GAC 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 will 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 11-GAO'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-CAC CONTRACTOR prior to receipt of END USER's purchase order for delivery of any,products/services has received H-CAC's prior written approval for any price increases. 12. The H-GAC CONTRACTOR agrees to accept the terns 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 lnterlocal 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: PERFORi�NCE BONDS FOR INDIVIDUAL ORDERS Except as described below for tire 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%ndthin 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,Motor Vehicle license status,or name,and shall also advise whether or not this Contract shall be affected many 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/IFAPPLICABLE/ CONTRACTOR will for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Commission Code.If at 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. H\CONTRACTS\Radio Communication .mergencg Response&Mobile Tnteroperabitity Equipment\Motorola Solutions,Tne_ARA05-15.19 rd! C mmtn z Em 1 ut Page S at 3 IN WITNESS WIMREOF,the parties have caused this CoWact to be encuied by their duly authod=d representatives. Signed for HouMon-Gatvesinn Arco:Cownd%Houston,Texas: tick Steele,Emcutive Director Attest forHaunnoo-Cipb tan Area Caand%Houston,Texas: r Doidro Vick,Dimclai orPublio svivicus Date: 2(k_ Slgricd fbr Motorola Solwtio>ss,Ina. Ftirn1Cr9Bromh,Tom i Printed Nmnv&Title; Date: C7 20 Attest for Malarata Soletions,Inc. t�-C Farmers Branch,Tom: PrinfedNiumodtTltic: wovr� 20—L,5- 0 L i' K,XCONTRACT5IR■Jio Commutriau"fl(Orgeney Respom di Mchite Tnteropembi►ity F.quryxMnikMotoroia$otuttonr,rno.lRAOS•15,19 Attachment A Motorola Solutions,Inc. Radio Communication/Emergence Response&Mobile Interoperability Equipment Contract No.:RA05-1i Product Description Base Offered Category Price See APC Per the RFP Motorola has included an Electronics Catalogue(ECAT disk)on Discounts per a CD media in lieu of listing each individual product and its options. Fit ., OA,OB, OC EGA'[I,nc.c.book addition,a discount APC sheet is attached in the pricing section and used to effective calculate all individual prices within the ECAT dish- 2/14/2015 OD Motorola Integration Services LMR 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 Project Management Daily Rate* $ 1,818.00 OD System Technologist Daily Rate* $ 2,173.00 OD Standard Shop Installation: Hourly Rate* $ 150.00 OD Standard Sho2 Installation:Daily Rate* $ 1,200.00 OD Mobile Radio Installation* $1804500 OD Radio Programming* $55-$125 OD Data Installation* $180-$428 *Prices may vary by Region and Stated Sco e.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-Daily Rate* $1,694 OD Security Project/Program Mana ement-Daily Rate* $1,694 OD Wireless Security Technician-Dail Rate* $1,580 OD Security Penetration Tester(Wired Network)-Daily Rate* $1,580 OD Sccutriy Trainer-Daily Rate* $1,328 OD Aeelication Security Code Reviewer-Daily Rate* $2033 OD IT Incident Response and e-Discovery Assitance-Daily Rate* $1,694 OD IT Disaster Recovery Planner-Daily Rate* $1,580 OD IT Disaster Recovery Plan"fester-Daily Rate* $1-580 OD Buisness Continuity/Continuity of Government Planner-Daily Rate* $1,580 OD Buisness Continuity/Continuity of Government Plan Tester-Daily Rate* $1,580 OD Mobile Application Services Project Management-Daily Rate* $565 OD Mobile Ap2lication Services Solution Architech-Daily Rate* $2,033 OD Mobile Application Services Application and Solution Design-Daily Rate* $2.033 OD Mobile Application Services Application and Solution Implementation-Daily $1033 Rate* OD Application Integration and Customization Services Project Management-Daily $1,694 Rate* OD Application Integration and Customization Services Solution Arch itech-Daily $2,033 Rate* OD Application Integration and Customization Services Application and Solution $2,033 Design-Daily Rate* OD Application Integration and Customization Services Application and Solution $1,694 Inn lementation-Daily Rate* OD Unified Communications Services Project Management-Daily Rate* $1,694 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 6 OD ConSU[tinE Services Project Management-Dail y Rate' $1,694 OD Consulting Services System Engineer-Daily Rate* $1,694 OD Consulting Services Solution Architech-Daily Rate* $2,033 OD Consulting Services Internet Protocol Network Accessnient-Daily Rate* $2,033 OD Consulting Servics Ill Network Design and Integration-Daily Rate* $2,033 OD Consulting Services TP Wide Area Network-Backhaul Design and Integration- $2,033 Daily lUe' OD Consulting Services Custoernr Network Interface Design and Integration-Daily $2033 Rate* mum 001 Portable a lop lone orta es 20% 020 75 rquipment List 039 Mn rquipmeni 5% 068 M13 rquipmeni 10% 232 770 rquipment 5% 297 Z7713 Equipmeni 5% 5-3() CAD EqUipmenf— 5% 333 77M Equipmellf 10% 548 C75 Equipment 10% 702 CAD Equipment List 850 _715 Equipment List -67-9 -- CAD Equipment List MI CAD Equipment List 040 11a la Applications 15% 041 Ma Applicalions 10% 6-41 Ua-Fa-A-p7p Tda-inns 10% 153 Data Appl-ic-al—ions 15% 343 Ma la Applications 10% 670 15ata Applications List 766 Mala Applicalions List 177 Da la 956scriBer evices 15% 18-5 Data Subscriber-ITe—vices List 736 na MscriBer evices 22% 8-55 a a u scn er Mevices 10% 006 IspaIM vice 5% T6-8 ispa c ervice List 118 M�p—atch Solutions 10% 124 Dispatch Solutions 15% 129 n1spaIMM=uflons 20% 147 rlspalc-1777-u Flons 10% 185 Mispatcli 73151ions List 02 71 s-`paTc 57u ions 15% 207 Dispalcr golulions 10% 226 MspatcE Solutions 15% 228 Mispalch golufions 30% 229 MispalcE golutions 13.50% 261 Mspaicli golufions 5% 322 MispaFF 7oluions 15% 404 ' Dispatch Solutions 20% 415 M—Ispatch Solutions 10% 4-43 —Ispafch-Solutions 20% 4-54 0-IS-Patcli golufions 15% 520 MispatcF golufions 10% 524 Dispatch Solutions 10% 660 Dispatch Solutions 10% 706 Dispatch Solutions 20% 708 Dis patch Solutions 17 729 ]Dispatch Solutions 17% Page 2 of'6 740 Dispatch Solutions 15% 892 Dispatch Solutions 10% 214 FIxe3 1351a r1roauFfs 10% 275 rixea 1351a Proaucts 10% 342 rixed 13ata Products 10% 382 Fixe3 1351a Products 10% 403 Fixed r5ata Proaucts 15% 455 rixeO Data ro uc s 15% 469 Mea Data Proauc7s 10% Ogg Fixea 1351a Produc7s 10% 708 Fixea Data Producis 17% 222 Fixea NetWorK quipmen 15% 329 rixe8 MeTw—o—FR-Equipmenf 10% 381 Fixea ReMorR quipmen 15% 207 ixe a ion ccessories 10% 27g--- Fixed Station Accessories 10% 277 ixe to-on ccessories 20% 457 rixea gfalion ccessories 20% 515 Mea ST5 ion ccessories 20% 524 Mea 9fation Tccessories 15% 525 Fixea glation Tccessories 15% 856 Mea Slation Tccessorles 10% 207 Mea Siation Antenna Systems 10% 005 Mea 9tations 20% 112 FIRM a tons 18% 225 ixe ations 10% 281 Fixed Sfa—fions 18.50% 301 Mea Stations 20% 360 rixed glations 21.50% 377 rixea slallons 17% 417 rixed 9tations 10% 424 Fixed Stalions 15% 425 Mea Stations 15% 448 Pixed Stations 20% 474 rixea Stations 23% 509 Fixea 9tations 21.50% 512 Mea 91aflons 23% 537 Fixea glations 21.50% 590 Fixed Stations 21.50% 595 rixeil 9tations 18% 643 rixe3 91aflons 15% 675 rixea Mations 20% 680 Fixea 9fallons 21.50% 744 rixed Stations 20% 811 rixea Stations 5% 881 rixea glations 15% 015 Fixed Wireless Broadband 20% 075 rixe3 Wireless groaaSaR List 224 rixea Wireless Broadband 15% 800 F—m—ed-Wirelless-Broadband List 832 Mea Wireless roa an 10% 882 rixed Wireless Broadband 15% 904 rixea Wireless groaMaM 15% 906 mea Wireless RroadGaM 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 Lifecycle Services List 051 LTE 10% 052 LIF 10% 053 10% 054 LTE 10% 055 10% 056 LTr, 10% 057 10% 058 CTE 5% 059 LTE 10% 061 LTr 10% 063 10% 065 10% LTE 10% 375 LTE List 708 17 17% 981 [TE List List 999 ITE List 823 Maintenance List 983 Paintenance List 554 Robile Accessories 16% 644 Mobile Accessories 15% 879 Mobile Applications Soffware 10% 038 Mobile Stations 10% 103 Plobile Stations 26.50% 109 Mo6ile Stations 26.50% 159 MoSile a ions 20% 189 PoSile a ions 15% 276 Mobile Stations 25% 287 o i e a ions 10% 374 MoRe 9tations 15% 426 MoBile Siations 25% 471 Plobile Staflons 25% 484 Mobile Stations 10% 500 RoBile Stations 25% 514 Mobile Stations 25% 518 PoSile Siations 25% 527 PoEile Stations 25% 571 o i e Stations 15% 585 Mobile Stations 25% 652 Roblie Siations 25% 655 Pobile Stations 25% 656 Mobile Stations 25% 761 o i e Stations 25% 778 MobileStaflons 16.50% 776 Pogile Stations 20% 792 MEN Mailons 20% 869 Mobile 9tations 20% g22 o i e to ions 20% 422 PoT579n 10% 475 9175TRM 10% 516 M 10% r` 557 MOTOTRBO 10% 563 MOTOTRBO 10% 777 MOTOTRBO 10% 131 Network Products 10% 147 Network Products 10% Page 4 of 6 207 Network Products 10% 232 Network Products 10% 708 lqerworR Proaucis 17% 136 PagerMeceiver 15% 169 Pagers7geceiver 20% 452 PagersIReceiver 15% 361 aging ec►evers 15.00% 839 PagingMecievers 15% 940 PagingMecievers 15% 941 Paging7f7ecievers, 15% 004 PoRaBle 17adiopNone o a es 20% 008 PoRaBle RaMophone(Portables5 20% P-57—aBle Radiophone(PortaBlesj List r5ortaEle RaalopNone orta es List ortab e Radiophone(Portables) List 037 Portable Radiophone(Portables) 10% 087 o a e a Mop one( orta es) 10% 158 o a e a Mop one(Portables) 20% 185 PoRable Radiophone a s es List 187 73-7015 Radiophone?Portables) 15% 205 PortaBle 17aaiophone(Portables) 25% 271 15ortaEle RaMophone orta es 25% 291 15ortaBle Ra3iopRone orta es . 25% 320 15ortaBle RaMpRone (Portables 25% 332 PoRaSle rZaMpRone orta es 20% 362 -Porta6le RaMophone o a es 20% 372 FlorTaBle Radiop5one( orta es) 20% 402 MOM e a Mop one o a es 20% 407 Porla le Radiophone(Portables) 25% 414 Portable Radiophone(Portables) 20% 426 MOM e a Mop one oRaSles 25% 430 PoRaBle, Maalop5one(POMIF3 20% 442 PoRaBle RaalopRone orta es 20% 453 PoRable Raalo7one orta es) 20% 456 PoRaBle RaMop5one( orta es) 20% 458 PoRaBle a Mop one(Portables) 20% Portable a Mop one(Portables3 25% 476 Portable RadiopRone oRaSles 20% 481 PoRaBle a Mop one orta es 25% 483 o a e a Mop one o a es 25% 505 PoRaBle RaalopEone ToFME5 20% 527 PoRaBle Radiophone (Portables 25% 536 PoRaBle Raaiophone(Portables) 25% 562 Portable rMiophone (Portables 25% PoRable RaMphone orta es) 10% 577 Portable Radiophone(Portables 20% 619 Poila5le MaMpRone oRaSlesj 15% 626 Horta5le MadiopRone o a es 20% PortaBle RaMpRone oRaSles3 List 655 PoRaBle Radiophone (Portables3 25% 656 Portable Radiophone orta es 25% 672 PoFtaEle Radiophone (Portables) 33.50% 687 PortaEle a Mop one ( orta es) 20% 721 PoRaBle Radiophone(Portables) 25% 726 Portable Radiophone(Portables) 25% 742 Portable Radiophone(Portables) 25% 749 Portable Radiophone(Portables) 33.50% 755 Portable Radiophone(Portables) 25.00% 756 Portable Radiophone(Portables) 25.00% Page 5 of 6 785 Portable Radiophone (Portables) 25% 795 Portable Radiopfione (Portables) 25% 798 Portable Radiophone(Portables) 25% 837 PoRable RadiopRone orta es 25% 841 PoRable RaalopRone Tortables3 33.50% 883 Portable RadiopRone orta es) 15% 977 Portable Radiop one(P(Portables) 10% 390 Professional gervices List 659 ro essiona ervices List 659 Professional Services List 670 Professional Services List 842 ro essiona ervices List 509 Receivers 21.50% 512 Receivers 23% 743 Receivers 15% 608 Recoras Management Software 10% Records Management Software List 137 gecure Soluflons 5% 201 Secure-So Mu ions 10%° 229 Secure Solutions 14% 462 Secure Solutions 10%0 524 Secure SoluRons 15% 525 Secure Solutions 15% 519 gecurity List 519 ecur ty List 561 Service/Maintenance List 769 ervice ain enance List 769 ervice ain enance List 772 gerviceMainferiance List 929 ServiceMaintenance List 293 gerviceMainfenance List 195 o are UpgradesirlasRporl List 371 SoRware Upgrades7rlasnport List 430 Soflware OpgraaesirlasEport 20% 262 resi rquipment 20% est quipment List 293 T I raining-Professional Services List 039 TrunRing Proaucts and Systems 5% 85 TrunRing Proaucts and Systems 15% 112 TrunRing Proau c s an Systems 18% 116 Trunking Products and gystems 10% 277 1 run mg Products anE Sysierris 20% 280 1 runking Producis and Systems 18.50% 281 TrunRing ProBucts and Systems 18.50% 377 TrunRing Products and Systems 17% 495 Trun mg Products an d Systems 15% 593 1 run mg ro uc s ana Systems 23% 708 TrunRing ProKcIs ana Systems 17% 877 TrunRing Proaucts 553 Systems 18.50% 002 Vlaeo golutions 10% 080 i eo o u ions 10% 488 Viaeo Solutions 10% 964 Warranty List 606 Wireless Mobility 15% 832 Wireless Mobility 10% 907 IWireless Mobility 150/0 908 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 8/12/2015 City of Fort Worth,TX WAVE 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. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of Motorola Contract No. -2- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE 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 8/12/2015 City of Fort Worth,TX WAVE 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 f. 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. r" Motorola Contract No. -4- System Purchase Agreement 8/12/2015 City of Fort Worth,TX WAVE Upgrade M&C Review Page I of 2 Official site of the City of Fort Worth,Texas J" Fou WORTH COUNCIL ACTION: Approved on 12/15/2015 - Ordinance No. 22007-12-2015 REFERENCE 04MOTOROLA PUBLIC SAFETY DATE: 12/15/2015 NO.: C-27566 LOG NAME: RADIO COMMUNICATIONS ENHANCEMENTS CODE: C TYPE: NON- 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. Financial Summary Reprogramming Microwave Link 1 $ 454,673.00 I htt p://apps.cfwnet.org/council_packet/mc review.asp?ID=21807&councildate=12/15/2015 12/30/2015 M&C Review Page 2 of 2 New Microwave Link Installation $ 459,210.00 WAVE Technology Purchase $ 224,325.00 Total Expenditure $ 1,138,208.00 Project Funding Table: Fund Anticipated TC Encumbrances and Remaining -911 Projected Balance Reimbursement Expenditures Information Systems $1,138,208.00 $1,138,208.00 $0.00 Capital Projects Fund M/WBE OFFICE: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services from source(s) where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current capital budget of the Information System Capital Project Fund. The Information Technology Department has the responsibility to submit expenses and collect funds from Tarrant County 9-1-1. TO Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID I I I Year I (Chartfield 2) 3-4) 60106 ____46020 4371003 I 100057 2016 $1,138,208.00 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID I I ID Year (Chartfield 2) 1-2 60106 46020 100057 2016 $1,138,208.00 Submitted for City Manager's Office by_ Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Alan Girton (8484) Ron Burke (2655) ATTACHMENTS 04MOTOROLA PSRC ENHANCEMENTS A016 60106.docx http://apps.cfwnet.org/council_packet/me review.asp?ID=21 8 07&councildate=12/15/2 015 12/30/2015