Loading...
HomeMy WebLinkAboutContract 45264 (2)CITY ¶E©RflARY CONTRACTNO, `tS�Ly AUTE-IO MOTOROLA SOLUTIONS Attn: National Service Support/4th fl 1301 East Algonquin Road (800) 247-2346 Date: 05/14/2013 Company Name: Fort Worth, City Of Attn: Billing Address: 1000 Throckmorton St City, State, Zip: Fort Worth,TX,76102 Customer Contact: Phone: QTY MODEL/OPTION SERVICES DESCRIPTION Subscriber Diagnostics (DiagnostX) SPECIAL INSTRUCTIONS - ATTACH STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS SERVIC S AGREEMENT Contract Number: S00001021980 Contract Modifier: Required P.O.: Yes Customer # : 1012858843 Bill to Tag # : 0004 Contract Start Date: 07/01/2013 Contract End Date: 06/30/2014 Anniversary Day: Jun 30th Payment Cycle: ANNUAL PO # : TBD MONTHLY EXTENDED EXT AMT Subtotal -Recurring Services $395.161 Subtotal - One -Time Event Services $ .00 Total) $395.161 Taxes -� Grand Total! $395.161 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA. $4,741.92 $ .00 $4,741.92 SEMI $4,741.92 Subcontractor(s) City State LOCUS DIAGNOSTICS LLC WEST FL MELBOURN E I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditigns, a copy of which is attached to this Service Agreement, is incorporated herein by this reference. 4 DATE yekx-i-c-71------ %c\ / _ r--i (` �� l kyV l' A �/r 1 17FD CVSTOMER SIGNATURE TITLE r Susan Mania Rosistant City Manager CUSTOMER (PRINT NAME MOTOROLA REPRESENTATIVE(SIGNATURE) Kevin Lamb MOTOROLA REPRESENTATIVE(PRINT NAME) Page 1 of 10 CFW, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 FECEtVED DEC Z6?Oi3 (75 A TITLE 336-529-3024 PHONE AC C._ Z073 DATE OFFICIAL RECORD CTY SECRETARY FT. WORTH, 11 Company Name. Fort Worth, City Of Contract Number: S00001021980 Contract Modifier: Contract Start Date: 07/01/2013 Contract End Date: 06/30/2014 Page 2 of 10 CFW, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 Motorola Services Agreement Service Terms and Conditions This Services Agreement ("Agreement') is entered into by and between Motorola Solutions, Inc. ("Motorola") and the City of Fort Worth ("City" or "Customer') a Texas home rule municipality, individually referred to as a "party," collectively referred to as the "parties," and 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, 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; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 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 AND TERM 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 both Motorola and the Customer ("Start Date") and shall expire June 30. 2014 ("Expiration Date"). 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 that 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 this Equipment will terminate at the end of the month in which Motorola receives the written notice. Page 3 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in the parties' reasonable opinion, be properly or economically serviced for any reason, the parties may mutually agree to modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that 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. 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 the 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 Payment under this Agreement shall not exceed $4.741.92 through June 30. 2014. 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. Customer is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. Page 4 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 Notwithstanding any of the foregoing, in the event no funds or insufficient funds are appropriated by the Customer in any fiscal period for any payments due hereunder, Customer will notify Motorola of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Customer of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 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 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 NEITHER PARTY SHALL 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 MOTOROLA AGREES TO DEFEND, INDEMNIFY AND HOLD CUSTOMER HARMLESS TO THE EXTENT SET FORTH HEREIN IN THIS SECTION 11. 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 the 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 Page 5 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 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 writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicates 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, rule, regulation or court order, 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 required to be disclosed by law, all information disclosed in any manner or at any time by Customer to Motorola will be deemed confidential. Except as provided in Section 17.9 herein, 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 governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, neither party shall hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of either party or its subcontractors without the prior written authorization of the other party This provision applies only to those employees or subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable 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 use commercially reasonable efforts to safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property caused by Customer, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and, with the exception Page 6 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 of drawings and other documentation, may be removed from Customer's premises by Motorola at any time during Customer's normal business hours, provided that Motorola has complied with all service requirements as set forth in Section 4 and any attached Statement of Work. Motorola shall provide Customer with a copy of all drawings and documentation prior to removal. 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 interpreted in accordance with the laws of the State of Texas. Venue for any claim or action arising under this Agreement shall lie in the State Courts in Tarrant County, Texas, or the United States District Court for the Northern District of Texas, Fort Worth Division. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party s reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer, but shall provide Customer with thirty (30) days prior written notice of any such assignment, and Motorola shall execute, or cause to be executed, all necessary documents to effect such assignment or right to receive 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. 17.7. THIS AGREEMENT MAY BE RENEWED, FOR THREE (3) ADDITIONAL TERMS OF ONE (1) YEAR EACH, UPON MUTUAL WRITTEN CONSENT OF THE PARTIES PRIOR TO THE RENEWAL EITHER PARTY MAY NOTIFY THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF THE RENEWAL At the time of renewal, Motorola may adjust the price of the Services to reflect an increase in rates; however such rates shall not exceed 3% of the previous year's rate under this Agreement. 17.8. 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 Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 17.9 Motorola agrees that Customer shall, until the expiration of three (3) years after final payment under this Agreement, 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 Agreement. Customer may send a representative to a Motorola facility during normal business hours to conduct such limited review, or at Customer's request Motorola will provide copies of the specific documents to Customer's location for its review. Motorola books and records provided to Customer pursuant to this provision shall Page 7 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 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 Customer 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. Customer 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 Customer 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 Customer 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. Customer shall give subcontractor reasonable advance notice of intended audits. (b) Motorola and subcontractor agree to photocopy such documents as may be requested by Customer. Customer 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. 17.10 (a) City Network Access. If Motorola, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section `Motorola Personnel"), requires access to the City's computer network in order to provide the services herein, Motorola shall execute and comply with the City's Network Access Agreement. (b) Federal Law Enforcement Database Access. If Motorola, or any Motorola Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System (' III System") National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 (CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City under this Agreement Motorola shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20 and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. 17.11 Reporting Requirements. For purposes of this section, the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. Page 8 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 If Motorola, or any employee of Motorola, meets the definition of Computer Technician as defined herein, and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, such employee of Motorola, or Motorola, shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law. Failure by Motorola and/or its employee to make the report required herein may result in criminal and/or civil penalties. IN WI'l'N ES S 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. By: Name: Title: L4 of z4'l Date: klrtc/c)I 3 CONTRACT AUTHORIZATION: M&C: fir/ 7003 Date Approved: Page 9 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 CITY OF FORT WORTH By: Susan'Alanis Assistant City Manager er Date: ATTEST • 0 By: Mary J. :- ser, rt Secre ©�. 00 APPROVED TO FO Males is B. farmer AND LEGAL Sr. Assistant City Attorney OFHCIAL RECORD Cnrf SECRETARY T. WORTH, TX MOTOROLA SERVICES AGREEMENT STATEMENT OF WORK Statement of Work Subscriber Diagnostics 1.0 Description C;) MOTOROLA Subscriber Diagnostics will coverage for any hardware, software or firmware defects, in addition to any software updates released to the Model DX-1000c DiagnostX Over -the -Air Waveform Analyzer. 2.0 Motorola has the following responsibilities: 2.1 Cover any hardware defects that arrise during the the Maintenance period. 2 2 Cover any software defects that arrise during the the Maintenance period. 2.3 Cover any firmware defects that arrise during the the Maintenance period. 2.4 Provide software updates released during the Maintenance period. 2.5 Cover any shipping cost incurred in sending a faulty product in for repairs. 2.6 Repair or replace the unit after examination. 3.0 Customer has the following responsibilities: 3.1 Notify the Motorola Customer Support Manager of any defect discovered. 4.0 Exclusions• 4.1 Subscriber Diagnostics is only available in the market and to the customer whom it was sold. 4.2 Subscriber Diagnostics does not cover damage by Acts of God, power surge, misuse, abuse, negligence, accident, wear and tear, mishandling, misapplication, intrusion or exposure to liquids or other causes unrelated to defective materials or workmanship. Page 10 of 10 City of Fort Worth, Diagnostics Services Agreement, Terms and Conditions Rev. 12/11/2013 IV1&C Review Page 1 of 3 DATE: CODE: SUBJECT: Official site of the City of Fort Worth, Texas FORT IfV0 RTII COUNCIL ACTION: Approved on 6/14/2011 -19735-06-2011 6/14/2011 REFERENCE NO.: G-17303 LOG NAME: G TYPE: NON -CONSENT PUBLIC HEARING: 13TAX NOTES 11 NO Approve One -Time Exception to the Financial Management Policy Statements to Allow the U se of Debt Structures Involving Balloon Payments for the Sole Purpose of Financing the U pgrade to the City's Public Safety and Public Works Radio Communications System Via Tax Notes, Adopt Ordinance Authorizing Issuance of Tax Notes in the Principal Amount of $43,050,000.00, Approving the Sale of the Notes to JP Morgan Chase, Providing for the Levy, Assessment and Collection of a Tax Sufficient to Pay the Interest on Said Notes, Create a Sinking Fund for the Payment of the Principal Thereof and Ordaining Other Matters Related Thereto, Authorize Execution of a System Purchase Agreement in the Amount Not to Exceed $39,345,641 55 with Motorola Solutions, Inc., for Equipment and P rofessional Services Using a Houston -Galveston Area Contract, and Authorize Execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford Goff & Associates to Provide Engineering and Quality Assurance Services in the Amount Not to Exceed $2 900,000.00 RECOMMENDATION: It is recommended that the City Council . 1. Approve a one-time exception to the Financial Management Policy Statements to allow the use of debt structures involving balloon payments for the sole purpose of financing the upgrade to the City's Public Safety and Public Works radio communications system via Tax Notes; 2. Adopt the attached ordinance authorizing the issuance of Tax Notes in the principal amount of $43,050 000.00 approving the sale of the notes to JP Morgan Chase; providing for the levy, assessment and collection of a tax sufficient to pay the interest on said notes and to create a sinking fund for the payment of the principal thereof and ordaining other matters related thereto; 3. Authorize execution of a system purchase agreement in the amount not to exceed $39,345,641.55 with Motorola Solutions, Inc., for equipment and professional services using Houston -Galveston Area Contract number RA01-08; and 4. Authorize execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford Goff & Associates to provide engineering and quality assurance services in the amount not to exceed $2,900,000.00. DISCUSSION. If approved, this M&C will approve a one-time exception to the Financial Management Policy Statements (FMPS) regarding debt structures with balloon payments authorize the issuance and sale of Tax Notes to JP Morgan Chase in order to fund the project to upgrade the City's public safety and public works radio communications system instead of using the lease -purchase agreement previously approved, and authorize the execution of the related purchase and services agreements The FMPS, adopted by the City Council on December 14, 2010, prohibits balloon debt repayment schedules which consist of low annual payments and one large payment of the balance due at the end of the term However, due to a unique combination of circumstances, including rare market conditions, financing restrictions, and the urgency of the project to ensure continued maximum public safety, staff is seeking a one-time exception to the policy for the sole purpose of funding this long-term project via Tax Notes which have a maximum life of seven years. The principal pay -down schedule would mirror a http://apps.cfwnet.org/council_packet/mc review.asp7ID=15442&councildate=6/14/2011 12/19/2013 1‘,7&C Review Page 2 of 3 standard 10-year issue for the first six years, thus avoiding the spirit of typical balloon -payment financing. It is anticipated that the Tax Notes will be refunded prior to final maturity to accomplish proper amortization periods On May 17, 2011, (M&C P-11234 revised) the City Council approved the acquisition of hardware, software and services to upgrade the City's public safety and public works radio communications system. On this same M&C, the staff recommendation was to fund this project via a lease -purchase agreement with Motorola. On today s Agenda is M&C G-17302 for separate consideration as staffs recommendation to rescind that authorization and repeal the related ordinances. Because of current market conditions, the City can finance this project quickly via Tax Notes, resulting in a projected savings of approximately $500,000.00 annually over the lease -purchase cost Although the method of financing is transferring from lease -purchase to financed purchase the General Fund will continue to be the source of repayment. The upgrade to a current generation digital system will more effectively meet the requirements of first responders, and fulfills state and federal objectives for interoperability amongst the region's similar agencies. This system will replace the City's current system acquired in 1992, which is no longer supported by the manufacturer. On September 16, 2008, M&C C-23055 was approved, authorizing Buford Goff and Associates, Inc , (BGA) to perform an assessment of the public safety radio system. In March 2009, BGA presented a report that key components of the system had reached end of their life expectancy, were no longer supported by the manufacturer and could suffer failures when taxed by emergencies and increased traffic. In light of these factors, the City was encouraged to act as soon as possible On May 18, 2010, City Council approved M&C C-24221 authorizing BGA to develop a master plan for the City to upgrade its radio systems, and negotiate a competitively -priced agreement with the City's communications provider, Motorola Solutions, Inc. The master plan reinforced the urgency of the 2009 study. Given the current fragile state of the system, increasing service outages the unavailability of replacement parts, and the financial challenges the City is facing, the Master Plan attempted to balance these factors and ensure a stable, reliable and secure communications infrastructure for Police, Fire, Water, Transportation and Public Works, Parks and Community Service and other City departments. On June 15, 2010, M&C C-24272 was approved to authorize the acquisition of the Project 25 (P25) standard master switch, or the core, of a current generation radio system along with one small site to operate as a potential backup to the existing system. The plan proposed by BGA and Motorola Solutions, Inc., builds upon the installation of this master switch and the initial site. Because of the magnitude of this project, the full build -out and migration is expected to require almost 48 months to complete. Assuming contract execution in July 2011, the project would be scheduled for completion in the first quarter of 2015. The total cost of the project is estimated not to exceed $53,000,000.00 This total includes $39,345,641.55 for hardware, software and services acquired through the System Purchase Agreement with Motorola Solutions, Inc.; $2,900,000.00 for engineering consulting, and other professional services from BGA through March 2015• and additional costs for project management and site construction. Additional M&Cs will be submitted to the City Council for approval of these other project costs as necessary. Staff recommends execution of the System Purchase Agreement with Motorola Solutions. Under this agreement, the system implemented will include expanded coverage areas, specifically in west Fort Worth and at Texas Motor Speedway, and it will provide additional security features which will help prevent unauthorized monitoring of public safety communications transmissions. Public works personnel will also utlize a segment of this system, and if a significant event occurs, public safety personnel will have access to the public works portion as well. Ongoing support capabilities will be enhanced through 7x24 monitoring and dispatch by Motorola's network operations center. Staff also recommends execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford Goff & Associates for the provision of engineering, consulting and other professional services through March 2015. These services will include detailed work regarding system design reviews, frequency licensing acceptance testing and other critical program functions. Staff is continuing to explore cooperative measures with other agencies for potential cost sharing and joint participation. This project is structured in such a way to enable such measures if they are realized in the future It is anticipated that the Crime Control and Prevention District (CCPD) will transfer funds, at a future http://apps.cfwnet.org/council packet/mc review.asp7ID=15442&councildate=6/14/2011 12/19/2013 M&C Review Page 3 of 3 date via M&C, to offset a portion of the total cost and provide a funding source for the Fiscal Year 2012 debt service payment. Additionally, it is anticipated that the City Mangers Proposed Budget will include General Fund debt service transfers beginning in Fiscal Year 2013. PRICE ANALYSIS - The HGAC contract offers fixed discounts ranging from five percent to 25 percent, which remain unchanged from the previous purchase Agreement approved by City Council on March 18, 2008, M&C P-10750. Staff reviewed the pricing and determined it to be fair and reasonable. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. The Houston -Galveston Area Council contract was competitively bid to increase and simplify the purchasing power of government entities. M/WBE - Buford Goff and Associates, Inc., agrees to maintain its initial M/WBE commitment of five percent that it made on the original agreement and extend and maintain that same M/WBE commitment of five percent to this Amendment No. 2. Therefore Buford Goff and Associates, Inc., remains in compliance with the City's M/WBE Ordinance and attests to its commitment by its signature on the Acceptance of Previous M/WBE Commitment form executed by an authorized representative of its company A waiver of the goal for M/WBE subcontracting requirements for Motorola Solutions, Inc., was approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds will be available upon completion of the sale, closing and delivery of approximately $43,050,000.00 City of Fort Worth, Texas, Tax Notes, Series 2011. The Financial Management Services Director also certifies that funds will be available to make the debt service payments on these obligations, and funds will be available in the General Fund, as appropriated, to satisfy the City's obligations. TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for Citv Manager's Office bv: Karen Montgomery (6222) Originating Department Head: Lena Ellis (8517) Additional Information Contact: James Mauldin (2438) ATTACHMENTS note ord draft 060611.doc http://apps.cfwnet.org/council_packet/mc review.asp?ID=15442&councildate=6/14/2011 12/19/2013