HomeMy WebLinkAboutContract 56178-A1AMENDMENT NO. 1 CSC No. 56178-A1
TO
CITY OF FORT WORTH CONTRACT 56178
This First Amendment is entered into by and between the City of Fort Worth
(hereafter 'Buyer"), a home rule municipality, with its principal place of business at 200 Texas
Street, Fort Worth, Texas, and Motorola Solutions, Inc. ("Vendor"), Buyer a d Vendor may be
referred to individually as a Party and collectively as the Parties.
WHEREAS, on August 16, 2021, the Parties entered into City Secretary Contract 56178
to provide products and/or services according to DIR-TSO-4101 Price Index
("Agreement/Contract");
WHEREAS, the Parties wish to amend the Agreement to add DIR-TSO-4101
Amendment No. 5 in which DIR and Motorola Solutions, Inc. hereby agree to exercise the 90-day
extension and then to extend the term of this Contract through July 22, 2024, or until terminated
by either party pursuant to the termination clauses contained in this Contract.
NOW, THEREFORE, the Parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
1.
AMENDMENTS
The Agreement is hereby amended to incorporate the attached Exhibit B-2 DIR-TSO-4101
Amendment Number 5 into the Agreement in order to align the terms of this agreement with DIR-
TSO-4101 Amendment No. 5, extending the term of the contract through July 22, 2024.
2.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other provisions of the Agreement which are not expressly amended herein shall
remain in full force and effect.
3.
ELECTRONIC SIGNATURE
This Amendment 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 anoriginal.
First Amendment to Fort Worth City Secretary Contract No. 56178
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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CITY OF FORT WORTH:
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By: Valerie Washington (Dec 8, 2023 11:05 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Dec 8, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
By: Lawrence Crockett (Nov 29, 202313:39 CST)
Name: Lawrence Crockett
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
ATTEST: FaR>°^� By: /�-
. a
;e, A dd Name: Taylor Paris
aL'g •10
o:, Title: Assistant City Attorney
dPQF°�#yp
By: A aadq�65a
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Motorola Solutions, Inc. /�
By: '< ,�c�P
Name: Brad Rice
Title: Area Sales Manager
Date: November 29, 2023
CONTRACT AUTHORIZATION:
M&C: N/A
Approved: N/A
1295: N/A
ATTEST:
IN
First Amendment to Fort Worth City Secretary Contract No. 56178
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Exhibit B-2
Amendment Number 5
to
Contract Number DIR-TSO-4101
between
State of Texas, acting by and through the Department of Information
Resources
and
Motorola Solutions, Inc.
This Amendment Number 5 to Contract Number DIR-TSO-4101 ("Contract") is
between the Department of Information Resources ("DIR") and Motorola
Solutions, Inc. ("Vendor"). DIR and Vendor agree to modify the terms and
conditions of the Contract as follows:
1. Contract, Section 1.C. Order of Precedence is hereby amended and
replaced in its entirely as follows:
C. Order of Precedence
For transactions under this Contract, the order of precedence shall be as
follows:
i. this Contract (DIR-TSO-4101), including all Amendments
hereto in descending order;
ii. Appendix A, Standard Terms and Conditions, dated December
2021;
iii.
Appendix B, Vendor's Historically Underutilized Businesses
Subcontracting Plan;
iv.
Appendix C, Pricing Index;
V.
Appendix D, Communications System Agreement;
vi.
Appendix E, Technical & Maintenance Service Terms and
Conditions Agreement,
vii.
Appendix F, Subscription Services Agreement;
viii.
Appendix G, Software Products Addendum,
ix.
Appendix H, Mobile Video Addendum,
X.
Appendix I, Cyber Security Services Addendum;
xi.
Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-426,
including all addenda; and
xii.
Exhibit 2, RFO DIR-TSO-TMP-426, including all addenda.
Each of the
foregoing documents are incorporated by reference and
together constitute
the entire agreement between DIR and Vendor.
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2. Contract, Section 2. Term of Contract is hereby amended as follows:
DIR and Vendor hereby agree to exercise the 90-day extension and then to
extend the term of this Contract through July 22, 2024, or until terminated
by either party pursuant to the termination clauses contained in this
Contract.
3. Contract, Section 4. Pricing is hereby deleted and replaced in its entirety
with the following:
4. Pricing
4.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index,
and shall include the DIR Administrative Fee (as defined below).
4.2Customer Discount
a) The minimum Customer discount for all products and services will
be the percentage off List Price (as defined below) or MSRP (as
defined below), as applicable, as specified in Appendix C, Pricing
Index. Successful Respondent shall not establish a List Price or MSRP
for a particular solicitation. For purposes of this Section, "List Price"
is the price for a product or service published in Successful
Respondent's price catalog (or similar document) before any
discounts or price allowances are applied. For purposes of this
Section, "MSRP," or manufacturer's suggested retail price, is the
price list published by the manufacturer or publisher of a product
and available to and recognized by the trade.
b) Customers purchasing products or services under this Contract may
negotiate additional discounts with Successful Respondent.
Successful Respondent and Customer shall provide the details of
such additional discounts to DIR upon request.
c) If products or services available under this Contract are provided at a
lower price to: (i) an eligible Customer who is not purchasing those
products or services under this Contract, or (ii) to any other customer
under the same terms and conditions provided for the State for the
same products and services under this contract, then the price of
such products and services under this Contract shall be adjusted to
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that lower price. This requirement applies to products or services
quoted by Successful Respondent for a quantity of one (1), but does
not apply to volume or special pricing purchases. Successful
Respondent shall notify DIR within ten (10) days of providing a lower
price as described in this Section, and this Contract shall be amended
within ten (10) days to reflect such lower price.
4.3 Changes to Prices
a) Subject to the requirements of this section, Successful Respondent
may change the price of any product or service upon changes to the
List Price or MSRP, as applicable. Discount levels shall not be subject
to such changes, and will remain consistent with the discount levels
specified in this Contract.
b) Successful Respondent may revise its pricing by publishing a revised
pricing list, subject to review and approval by DIR. If DIR, in its sole
discretion, finds that the price of a product or service has been
increased unreasonably, DIR may request that Successful Respondent
reduce the pricing for the product or service to the level published
before such revision. Upon such request, Successful Respondent shall
either reduce the pricing as requested, or shall remove the product
or service from the pricing list for this Contract. Failure to do so will
constitute an act of default by Successful Respondent.
4.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees.
Shipments will be Free On Board Customer's Destination. No additional
fees may be charged to Customers for standard shipping and handling.
If a Customer requests expedited or special delivery, Customer will be
responsible for any additional charges for expedited or special delivery.
4. Contract, Section 6. Notification is hereby amended as follows:
All notices under this Contract shall be sent to a party at the respective
address indicated below.
If sent to the State:
Hershel Becker or Successor of Office
Department of Information Resources
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300 W. 15" St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
If sent to the Vendor:
Marty Saucedo
Motorola Solutions, Inc.
500 West Monroe Street
Chicago, Illinois 60661
Phone: (210) 237-2936
Email: marts.saucedo@motorolasolutions.com
5. Contract, Section 9. Internet Access to Contract and Pricing Information is
hereby inserted immediately after Section 8 as follows:
9. Internet Access to Contract and Pricing Information
In addition to the requirements listed in Appendix A, Section 7.2,
Internet Access to Contract and Pricing Information, Successful
Respondent shall include the following with its webpage:
1. A current price list or mechanism to obtain specific contract pricing;
2. MSRP/list price or DIR Customer price;
3. Discount percentage (%) off MSRP or List Price;
4. Warranty policies; and
5. Return policies.
6. Appendix A. Standard Terms and Conditions for Product and Related
Services Contracts dated 09/29/2017, is hereby replaced in its entirety with
the attached Appendix A. Standard Terms and Conditions dated
December 2021 (per Amendment 5), except where previous authorized
exceptions to Appendix A were allowed and documented as part of the
Contract, and all Amendments thereto. In such cases, the previously
authorized exceptions shall be applied to the portions of the new Appendix
A which are comparable to those in the earlier Appendix A for which they
were written, and this without regard for the numbering or lettering
associated with any of the documents. Applied in such manner, the
exceptions shall remain in full force and effect until such time the Contract
expires or is terminated.
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7. In addition to the above -referenced authorized exceptions to Appendix A
noted in Contract, Section 8, additional Authorized Exceptions to
Appendix A, Standard Terms and Conditions dated December 2021 are
as follows:
A. Section 4, General Provisions, Subsection 4.2, Modification of Contract
Terms and/or Amendments, B., is hereby restated in its entirety as follows:
B. DIR may amend the Contract upon thirty (30) calendar days written
notice to Successful Respondent: i) as necessary to satisfy a regulatory
requirement imposed upon DIR by a governing body with the
appropriate authority, or ii) as necessary to satisfy a procedural change
due to DIR system upgrades or additions.
B. Section 4, General Provisions, Subsection 4.4, Assignment, is hereby
restated in its entirety as follows:
A. DIR may assign the Contract without prior written approval to: i) a
successor in interest (another state agency as designated by the Texas
Legislature), or ii) as necessary to satisfy a regulatory requirement
imposed upon a party by a governing body with the appropriate
authority.
B. Customer may assign a Purchase Order issued under the Contract
without prior written approval to: i) a successor in interest (another
state agency as designated by the Texas Legislature), or ii) as necessary
to satisfy a regulatory requirement imposed upon a party by a
governing body with the appropriate authority. Assignment of a
Purchase Order under the above terms shall require written
notification by Customer. Any other assignment by a party shall
require the written consent of the other party and a mutual written
agreement.
C. Successful Respondent shall give DIR 90 days prior written notice
before any assignment of its rights under the Contract or delegation
of the performance of its duties under the Contract. If the Contract has
not been amended to acknowledge the assignment by the end of this
notice period, the Contract will be suspended until such amendment
is executed.
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C. Section 4, General Provisions, Subsection 4.5, Survival, is hereby
restated in its entirety as follows:
All applicable Statements of Work that were entered into between
Successful Respondent and a Customer under the terms and conditions
of the Contract shall survive the expiration or termination of the Contract.
All Purchase Orders issued and accepted by Successful Respondent shall
survive expiration or termination of the Contract for the term of the
Purchase Order, unless the Customer terminates the Purchase Order
sooner. However, regardless of the term of the Purchase Order, no
Purchase Order shall survive the expiration or termination of the Contract
for more than five (5) years. In all instances of termination or expiration
and no later than five (5) days after termination or expiration or upon DIR
request, Successful Respondent shall provide a list, in accordance with the
format requested by DIR (i.e., Excel, Word, etc.), of all surviving Statements
of Work and Purchase Orders to the DIR Contract Manager and shall
continue to report sales and pay the DIR Administrative Fees for the
duration of all such surviving Statements of Work and Purchase Orders.
Rights and obligations under the Contract which by their nature should
survive, including, but not limited to the DIR Administrative Fee and any
and all payment obligations invoiced prior to the termination or
expiration hereof, obligations of confidentiality; and indemnification will
remain in effect.
D. Section 10, Successful Respondent Responsibilities, Subsection
10.1.2 Infringements, is hereby restated in its entirety as follows:
a. Vendor shall indemnify and hold harmless the State of Texas and
Customers, AND/OR THEIR EMPLOYEES, AGENTS,
REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR
DESIGNEES from any and all third party claims involving
infringement of United States patents, copyrights, trade and
service marks, and any other intellectual or intangible property
rights in connection with the PERFORMANCES OR ACTIONS OF
VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO
EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE
TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS'
FEES. THE DEFENSE SHALL BE COORDINATED BY VENDOR
WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
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STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT
AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT
WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL.
b. Vendor shall have no liability under this section if the alleged
infringement is caused in whole or in part by: (i) use of the
product or service for a purpose or in a manner for which the
product or service was not designed, (ii) any modification made
to the product without Vendor's written approval, (iii) any
modifications made to the product by the Vendor pursuant to
Customer's specific instructions, (iv) any intellectual property right
owned by or licensed to Customer, or (v) any use of the product
or service by Customer that is not in conformity with the terms of
any applicable license agreement.
c. If Vendor becomes aware of an actual or potential claim, or
Customer provides Vendor with notice of an actual or potential
claim, Vendor may (or in the case of an injunction against
Customer, shall), at Vendor's sole option and expense: (i) procure
for the Customer the right to continue to use the affected portion
of the product or service, or (ii) modify or replace the affected
portion of the product or service with functionally equivalent or
superior product or service so that Customer's use is non -
infringing.
E. Section 10, Successful Respondent Responsibilities, Subsection 10.8
Responsibility for Actions, B., is hereby restated in its entirety as follows:
B. Successful Respondent, for itself and on behalf of its
subcontractors, shall report to the DIR Contract Manager within
fifteen (15) business days any change to the information
contained in the Certification Statement of Exhibit A of the RFO
or Section 10.4, Successful Respondent Certifications of this
Appendix A to the Contract. Successful Respondent covenants to
fully cooperate with DIR to update and amend the Contract to
accurately disclose employment of current or former State
employees and their relatives and/or the status of conflicts of
interest.
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F. Section 10, Successful Respondent Responsibilities, Subsection
10.12, Limitation of Liability, is hereby restated in its entirety as follows:
For any claims or cause of action arising under or related to the
Contract: i) to the extent permitted by the Constitution and the laws of
the State, none of the parties shall be liable to the other for punitive,
special, or consequential damages, even if it is advised of the possibility
of such damages; and ii) Vendor's liability for damages of any kind to
the Customer shall be limited to the total amount paid to Vendor under
the Contract during the twelve months immediately preceding the
accrual of the claim or cause of action. However, this limitation of
Vendor's liability shall not apply to claims of bodily injury; violation of
intellectual property rights including but not limited to patent,
trademark, or copyright infringement; indemnification requirements
under this Contract; and violation of State or Federal law including but
not limited to disclosures of confidential information and any penalty of
any kind lawfully assessed as a result of such violation.
8. Appendix C, Pricing Index, is hereby replaced in its entirety with
Appendix C, Pricing Index (per Amendment 5).
9. Appendix D, Communications System Agreement, is hereby replaced
in its entirety with Appendix D, Communications System Agreement
(per Amendment 5).
10.Appendix G, Software Products Addendum, is hereby added.
11.Appendix H, Mobile Video Addendum, is hereby added.
12.Appendix I, Cyber Security Services Addendum, is hereby added.
All other terms and conditions of the Contract, not expressly amended herein, shall
remain in full force and effect. In the event of conflict among the provisions, the
order of precedence shall be this Amendment Number 5, then Amendment Number
4, then Amendment Number 3, then Amendment Number 2, then Amendment
Number 2, and then the Contract.
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IN WITNESS WHEREOF, the parties hereby execute this amendment to be
effective as of the date of the last signature, but in all events, no later than
4/24/23.
Motorola Solutions, Inc.
Authorized By- SignabirP on FiIP
Name• Crntt I PPs
Title: VP Gnvernment SaIP-. - VVPct
The State of Texas, acting by and through the Department of Information
Resources
Authorized By- Signature nn Filp
Name- Hershel Becker
Title: Chief Procurement nffic-er
Date: 4/24/2023 1 9-59 AM CDT
Office of General Counsel- I G I A -SA Ann cnT
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