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Contract 50054
CITY SECRETARY RECENO CONTRACT NO. `5b 07S4 OEC �$ 2011 CIN OF FoR1%ow5k C1r{SECN�A�Y SYSTEM PURCHASE AGREEMENT (Radio Systems) THIS AGREEMENT ("Agreement") is made and entered into this 5th day of December, 2017 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 body corporate and politic("Purchaser"). WITNESSETH: WHEREAS, the Purchaser desires to purchase a Communications System ("System"); and WHEREAS, Motorola desires to sell a 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 dated as of May 1, 2015 (the "Contract"), which provided 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. Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, all dated 12/05/17. OFFICIAL,RECORD CIS`AECRETgRY Tx Exhibit D Motorola/H-GAC Contract dated May 1, 2015. IT WORTH, City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 1 Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable). 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 City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 2 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 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 party 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 party notice thereof and may request an extension of time to perform the work. C. In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that Purchaser will accept shipment, and make payment as required by this Agreement. D. It is also agreed that equipment shipping dates reflected in this Agreement are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5 ACCEPTANCE CRITERIA City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 3 A. Motorola will test the 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 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 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) 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 System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the 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 $1,602,101.00, 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. 20%of the total contract price is due when Purchaser executes this Agreement; 2. 60% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 10% of the total contract price will be invoiced immediately after the Equipment is installed at the sites specified in the Exhibits; and 4. 10% of the total contract price will be invoiced immediately after System Acceptance. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 4 Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis,when applicable. C. In the event of failure or delay by the Purchaser in providing sites, space, approvals, licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment, it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the Purchaser will accept the equipment and make payment in accordance with the terms of this Agreement. Any additional costs incurred by Motorola for storage of equipment will be invoiced and paid by Purchaser. 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. E. Motorola will pay H-GAC's administrative fee in accordance with the payment terms of Motorola/H-GAC Contract 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 date as set forth above and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. G. Extended Pricing. Motorola shall offer additional equipment and services to the Purchaser and third party users, identified as a primary agency user of the System (Forth Worth Regional Radio System), at H-GAC pricing provided in the Contract, or any subsequent renewal or new contract,with the following discounts: 1) 5.00% on fixed network equipment/systems integration services/project management services; and 2) 20.00%discount on all subscriber/mobile units and flash kits. These discounts are valid for four (4) years starting on the effective date of this Agreement. With respect to the HGAC administrative fee and shipping, title and risk of loss- Section 6(E) of this Agreement and Section 3 of Exhibit A, respectively, shall apply to all purchases made from this section 6(G). Section 7 PROJECT MANAGEMENT City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 5 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 cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Section 8 NOTICE ADDRESSES A. Motorola Solutions, Inc. 500 W. Monroe Street, 43rd Floor Chicago, IL 60661 Attn.: Law Department B. City of Fort Worth ATTN: 200 Texas Street Fort Worth, Texas 76102 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: The main body of this Agreement. Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Technical and Implementation Documents Exhibit E Warranty and Maintenance Plan and Service Terms and Conditions (if applicable) Exhibit D Motorola/H-GAC Contract dated May 1,2015. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 6 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 will 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. 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 mediator 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 which cannot be resolved between the parties through negotiation or mediation within two (2) months 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 Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. All communications pursuant to the negotiation and mediation will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. 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. 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. City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 7 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) and Section 14 (Full Agreement). Section 14 FULL AGREEMENT 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. 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: (Signature) (Signature) Susan Alanis Name: Jessica Pourciau Name: —Asaa_& nagar Title: Area Sales Manager Title: Date: December 5, 2017 Date: t ?nG l 1 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade OFFICIAL RECORD Use or disclosure of this proposal is subject GPS and Enhanced Data Add CITY SECRETARY to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted FTWORTH TX System Purchase Agreement 8 CITY OF FORT WORTH 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 APPROVAL RECOMMENDED: reporting requirements. By: -� 16%/ By: Name: Name: Title: Astir- A i/j C C r?- Title: APPROVED AS TO FORM AND LEGALITY: ATTEST: By: , BY e: John B. Stro g Name: MaAw, se o ........ )'� &tl Assistant ity Attorney Title: City S cre O CONTRACT AUTHORIZATION: M&C: Date Approved: AA c�tAS Form 1295 Certification No.:0 OFFICIAL RECORD CITY SECRETARY FT.WORTH,TX 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. Section 2 TAXES 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 All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination. After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be borne by the Purchaser. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor 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. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Purchase Agreement 9 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 party 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 either party fails to perform a material obligation under this Agreement, the other party may consider the non-performing party to be in default (unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions) and may assert a default claim by giving the non-performing party a written and detailed notice of default. Except for a default by Purchaser for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting party will begin implementing the cure plan immediately after receipt of notice by the other party that it approves the plan. If Purchaser is the defaulting party, Motorola may stop work on the project until it approves the Purchaser's cure plan. B. If a defaulting party fails to cure the default as provided above in Section 7.A, unless otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 10 defaulting party will promptly return to the non-defaulting party any of its confidential information. If Purchaser is the non-defaulting party, terminates this Agreement as permitted by this Section, and completes the System through a third party, Purchaser may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the contract price. Purchaser will mitigate damages and provide Motorola with detailed invoices substantiating the charges. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 8 DELAYS BY PURCHASER If the Purchaser is responsible for delays in the schedule set forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays if Motorola requests compensation. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges. The Purchaser shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Such delays will be subject to an Agreement addendum as described in Section 4. 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 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 City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 11 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 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 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. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 12 b) Defects or damage occurring from misuse, accident, liquids, neglect or acts of God. 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. 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 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 13 CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. 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 ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. 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. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 14 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 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 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 15 with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 5. 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 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. Section 18 ASSIGNABILITY Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Purchaser. 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 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 11.17 (Disclaimer of Implied Warranties); Section 12 (Confidential City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 16 Information); Section 13 (Software License); and Section 16 (Waiver); Section 17 (Governing Law) and Section 19 (Survival of Terms). Section 20 ADMINISTRATOR LEVEL ACCOUNT ACCESS Motorola will provide Purchaser with Administrative User Credentials. Purchaser agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Purchaser is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Purchaser may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Purchaser understands that changes made as the Administrative User can significantly impact the performance of the System. Purchaser agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work,may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Purchaser and Purchaser will pay Motorola on a time and materials basis for resolving the issue. Section 21 MAINTENANCE SERVICE If this Agreement contains a Warranty and Maintenance Plan, then, during the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the terms of this Agreement, including the Warranty and Maintenance Plan and Service Terms and Conditions. Such services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for such services will be set forth in a separate document. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such maintenance and support will be Motorola's standard Service Terms and Conditions,together with the appropriate statements of work. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 17 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 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 18 Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software 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 City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 19 party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or(vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 20 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. City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Purchase Agreement 21 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including,without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised,or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation;provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. 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 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted System Purchase Agreement 22 repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply,but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and confidential information and are Motorola's trade secrets. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Motorola. Licensee will take necessary and appropriate precautions to maintain the confidentiality and guard against the unauthorized disclosure of the Software and Documentation. Licensee will limit access to the Software and Documentation only to Licensee's employees who "need to know" and are authorized to use the Software and Documentation as permitted by this Agreement. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted System Purchase Agreement 23 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. 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. 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 City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 24 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. City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Purchase Agreement 25 Exhibit C Technical and Implementation Documents City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Exhibit C 1 CITY OF FORT WORTH,TXDECEMBER 5,2017 OUTDOORWARNING SYSTEM UPGRADE AND GPS/ENHANCED DATA UPGRADE QMOTOROLA 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.0 2013 Motorola Solutions,Inc.All rights reserved. TABLE OF CONTENTS Section 1 OUTDOOR WARNING SYSTEM UPGRADE Overview....................................................................1-1 1.1 Introduction ........................................................................................................................1-1 1.2 System Diagram.................................................................................................................1-1 1.3 Solution Features and Capabilities.....................................................................................1-1 Section 2 GPS AND ENHANCED DATA ADD Overview..................................................................................2-4 2.1 ASTRO 25 Outdoor Location Services...........................................................................2-4 2.1.1 ASTRO 25 Outdoor Location Server: Unified Network Services (UNS).....................2-4 2.1.2 Location Application Programming Interface (API) ....................................................2-4 2.1.3 ASTRO 25 Outdoor Location Services Components.................................................2-5 2.2 Enhanced Data...............................................................................................................2-5 2.2.1 Overview....................................................................................................................2-5 2.2.2 Load Balancing and Access Control ..........................................................................2-6 2.2.3 Broadcast Data...........................................................................................................2-6 2.2.4 Enhanced Data Components.....................................................................................2-7 2.3 Radio Management Server............................................................................................2-7 Section 3 Acceptancetest Plan.........................................................................................................................3-8 3.1 Outdoor Warning System...................................................................................................3-8 3.2 Enhanced Data .....................................................................................................................2 3.2.1 Enhanced Data Context Activation.......................----................................................3-2 3.2.2 Preemption of Unprotected Data Channels for Voice ....................................................3-3 3.2.3 Protected P25 Data Channels........................................................................................3-4 3.3 Location Service.................................................................................................................3-5 3.3.1 Location Information Received.......................................................................................3-5 3.3.2 Location Update Request...............................................................................................3-6 3.3.3 Location Updates ..............................................................................................................7 SignoffCertificate...........................................................................................................................3-2 Section 4 StatementOf Work............................................................................................................................4-3 4.1 Outdoor Warning System Upgrade....................................................................................4-3 4.1.1 Motorola Responsibilities...................................................................................................4-3 4.1.2 Clty of Fort Worth Responsibilities.....................................................................................4-3 4.2 GPS and Enhanced Data Add ...........................................................................................4-5 4.2.1 Motorola Responsibilities...................................................................................................4-5 © 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.0 2013 Motorola Solutions,Inc.All rights reserved. 4.2.2 City of Fort Worth Responsibilities.....................................................................................4-5 Section 5 EquipmentList...................................................................................................................................5-1 5.1 Outdoor Warning System Upgrade....................................................................................5-1 5.2 GPS and Enhanced Data Add With RADIO MANAGEMENT............................................5-3 Section 6 MaintenanceAnd Support.................................................................................................................6-5 6.1 Outdoor Warning System Upgrade....................................................................................6-5 6.2 GPS and Enhanced Data Add ...........................................................................................6-7 Section 7 Pricing/ HGAC ..................................................................................................................................7-8 7.1 Outdoor Warning System Upgrade....................................................................................7-8 7.2 GPS and Enhanced Data ADD..........................................................................................7-8 7.3 Combined System Pricing..................................................................................................7-9 © 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.0 2013 Motorola Solutions,Inc.All rights reserved. MOTOROLA SOLUTIONS Motorola Solutions,Inc. Tel.+1 847 576 5000 1303 E.Algonquin Rd. Fax+1 847 538 6020 Schaumburg,IL 60196 USA December 5, 2017 Alan Girton City of Fort Worth 1515 11th Ave Fort Worth , TX 76102 Subject: GPS/Enhanced Data Add and Outdoor Warning System Dear Alan, Motorola Solutions, Inc. ("Motorola") is pleased to have the opportunity to provide City of Fort Worth with quality communications equipment and services. The Motorola project team has taken great care to propose a solution that will address your needs and provide exceptional value. To best meet the functional and operational specifications of this solicitation, Motorola's solution includes a combination of software, and services. Specifically, this solution is for the addition of GPS/Enhanced Data and Outdoor Warning System to the Fort Worth radio system and provides: • One Trunked Enhanced Data Zone Level License • Thirteen Trunked Enhanced Data Site Controller Licenses (two per RF site) • 2000 Enhanced Data System Level User Licenses • 1942 Flash Kits to add Trunked Enhanced Data to existing APX portable radios • Radio Management Server Solution • Outdoor Warning System This proposal is subject to the enclosed Communications System Agreement(CSA), together with its Exhibits. This proposal shall remain valid for a period of 90 days from the date of this cover letter. The City of Fort Worth may accept the proposal by delivering to Motorola an executed CSA. Alternatively, Motorola would be pleased to address any concerns Customer may have regarding the proposal. Any questions can be directed to your Motorola Account Executive, Brad Rice, at(678) 618-8396. We thank you for the opportunity to furnish City of Fort Worth with "best in class" solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, A,�tm 6,1v� Jessica Pourciau Area Sales Manager Motorola Solutions, Inc. SECTION 1 OUTDOOR WARNING SYSTEM UPGRADE O 1.1 INTRODUCTION Motorola Solutions(hereinafter referred to as Motorola)is pleased to offer the City of Fort Worth with a solution to upgraded Outdoor Warning System(OWS). Motorola's solution will leverage existing resources the City has today in order to allow them to keep the existing sirens by adding hardware to interface with the sirens and P25 system. Motorola proposes a new control and monitoring solution to interface with existing sirens and through the City's P25 system. This control and monitoring system will use a quantity of One Hundred and Forty Seven(147)ACE 1000 Remote Terminal Units(RTU)to interface with existing sirens. The ACE3600 FEP,which is connected to an activation workstation, sends an activation command through the new P25 system to the ACE 1000 RTU which is connected to the existing sirens' control boards.The control and monitoring system will communicate over the City's P25 ASTRO Digital Trunked IV&D infrastructure which allows the activation commands to be sent out to all the sites simultaneously which allows all the sirens to activate at the same time. The City of Fort Worth new P25 system is deployed as a DSR system the control and monitoring solution is configured to operate on both system cores. The new system includes a two fixed activation workstations,which will have the capability to control and monitor the entire OWS system as well as two transportable/mobile activation units that will allow activation from any location that has coverage from the P25 System. City of Fort Worth,TX December 5,2417 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted OUTDOOR WARNING SYSTEM UPGRADE Overview 1-1 1.7 SYSTEM DIAGRAM F1Remotr) siren WU ACf 147 Siren a APX66001Y&DRaft rY APX4000 NSD RaOq RTUls ('. -11 aphWarn AC 36W TransportableAPX4000Na Wo Ra PS CPU u m wtn +APX4000 N&D Rada wtsG7 vt� t "APX4660 NbQ Rada ar»O rA—PX-6 W__JV_&_0_R_.d_.1 APX4000 IY&D Rada Transportable ACE t0 t0„ PS CPU CPU t. wG maser 13% ware at sx Q w»C Qaz .t❑ IV&D Radio nJ Infrastructure Each transportable b trlpul pourer to ACE 1000 configured m wff-contained a provided by Siren transportable tate with the Border Router •VO connection to ACE1000 FEP hardvrare.radio and _s Mood 110 or RS232 l e ......�aptop � . � . . __ connection to ACE1000 CPU CEN Switch required for siren operation Ejj�IPranaryj jj (Secormry) I t I ConnecLon Coity Cade RS232.. twoWXft— APX6500IYbDRada APX6500 N&DRada E`tltwnet ua.•ctcwwcexMwa Optiwam bri A Nlts4tlon x�z, :••: «- ErMnwtGossowrhf arsne.rc.+M ACE36M ACE3660 ca.W.n PS CPU PS CPU DC Poway us All nswtrrr rsw.n tw., ru u wte0 mumt wtr10 must INTEGIPATEO �] Optiwatn ri 7'ELEC�MMUfWG4710N Ft.Worth Siren System-[V&0 Rb ft wathvW Page:Ut L—J ��*ry Dfawn By:M.Brauer Dab:7 AUG 2017 1.3 SOLUTION FEATURES AND CAPABILITIES The siren control solution functions as a foundation for the management and activation of all warning sirens in your jurisdiction. The provided solution would be reliable,secure and presents an intuitive interface to emergency personnel reducing operator stress during emergency events. LMR Communications The siren solution from its inception,was designed to excel over narrow band VHFIUHF/800 RF systems and has been validated for many years on MSI (Motorola Solutions Inc)ASTRO Digital Trunking/Conventional networks,Analog Conventional systems,MotoTrbo systems, and 4G Networks. Multi County Back Up Multi County solutions can be provided which provide backup activation from multiple county emergency operation centers. For example, in a three-county system,while each county can activate City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted OUTDOOR WARNING SYSTEM UPGRADE Overview 1-1 sirens within their geographical limits,after logging in with System Manager access,they can also activate the sirens in the other two counties,thereby providing an extra level of back up in preparation for a worst-case scenario. Non-Connected Activation Points Radio based activation points are supported for mobile command centers. These are activation points which do not have a network connection to the ASTRO Master Site. Siren Controller Interface The heart of the siren controller is the MSI ACE3600 FEP and ACE 1000(Remote Terminal Unit) designed for operation on all MSI communications networks.The rugged ACE3600/ACE 1000 combines proven MSI RTU and radio technology with leading edge software providing public safety with reliable and secure siren activation capability. The agnostic controller allows for a clickable upgrade to the Whelen OA siren for supporting additional future upgrades,as it's the same RS232 interface as the current generation of Whelen Sirens Over the Air(OTA)Protocol The importance of the OTA protocol is downplayed in the siren industry. The primary role of the OTA protocol is to reliably transport data from the source to the destination and provide confirmation ACK's(or NACK's if the message is not received). MSI is the only solution on the market which uses a 7-layer data link protocol,called MDLC,based on the international OSI model(Open Systems Interconnection). MDLC provides the intelligence in over the air communications required for mission critical siren activation and essential siren fault management data. Broadcast Communications A complex Siren activation data packet allows the system to use the small packet broadcast functionality inherent with MSI ASTRO IV&D,providing the ability to securely activate one,some,a group or all sirens simultaneously. Role Based Access Control Each user has a login ID and password which allows access to defined functions within the OptiWaMTM application suite. For example,EOC operators would be able to activate sirens,create groups of sirens,and view activation results.EOC maintenance personnel would be able to view faulty siren issues reported by the system and conduct functional characterization tests. EOC administrators would be able to do everything in addition to performing maintenance such as backups,updates,and report archiving. Intuitive Interface The GUI(Graphical User Interface)provides complete control of the siren system with minimal complexity even when scaled for larger systems. The main operator screen provides a view of all critical information an operator needs to manage the system. The operator interface is exceptionally easy to operate and requires minimal training to facilitate system activation and monthly tests. Screen navigation allows the selection of pre-configured zones and activation scenarios. City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted OUTDOOR WARNING SYSTEM UPGRADE Overview 1-2 OptiWarn supports Polygon Selection allowing on operator to create an ad-hoc activation group for unique scenario activation requirements. Administrators can easily allocate sirens to zones and even allow sirens to be allocated to multiple zones. Optional touch screen support allows operation on laptops,tablets and work stations. Siren Functional Testing OptiWarn supports a wide variety of tests suited for each siren type. These can include non-audible rotation tests for mechanical sirens and silent amplifier tests for electronic sirens. Support for monthly public activations provides verification of system operation. Confirmation of communications to the sirens is ongoing and is admin configurable to optimize the data loading on the infrastructure. An activation scheduler can also be provided which can automate monthly tests as well as daily/weekly silent testing. Reporting& Logging of Alarms& Events The OptiWarn system excels at capturing essential forensic information from activations and monthly tests as well as availability status from ongoing heartbeat communications. Critical alarms alert personnel to the issue requiring user interaction ensuring issues are not overlooked. Administrators have the ability to prepare custom report templates which can be accessed by others to prepare and export reports as needed. Reports can be automatically emailed after activations and tests ensuring key personnel always have up-to-date information. City of Fort Worth,TX December 5,2017 Outdoor Waming System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted OUTDOOR WARNING SYSTEM UPGRADE Overview 1-3 SECTION 2 GPS AND ENHANCED DATA ADD OVERVIEW 2.1 ASTRO 25 Outdoor Location Services The proposed solution includes Motorola's ASTRO 25 Outdoor Location Services feature. It uses Global Positioning System(GPS)Satellites to provide the location of personnel which can be fed to a map based location application to provide dispatch operators with an invaluable tool for managing and tracking personnel and resources. The ability to locate users in a mission critical situation dramatically increases user safety while improving resource allocation and responsiveness. Figure 2-1 below shows an example of the main components for the ASTRO 25 Outdoor Location solution. ASTRO 25 OUTDOOR LOCATION SOLUTION �! GPS 5hTEtE1TE5 i6w�, k�,i V# .r• r s AV Figure 2-1: Main Components for the ASTRO 25 Outdoor Location Solution 2.1.1 ASTRO 25 Outdoor Location Server: Unified Network Services (UNS) The Motorola Unified Network Services(UNS)application acts as a gateway for the location, telemetry,and presence information from the ASTRO radios equipped with GPS functionality and transfers data to back office applications. It simplifies the integration process for developers by receiving in disparate GPS protocols and translating them into a unified protocol out to the third parry application.Additionally, it provides for intelligent routing of messages to the devices,and thus lowers traffic over the network. The proposed solution includes 2000 location device licenses for use on the City's current UNS. 2.1.2 Location Application Programming Interface (API) The ASTRO 25 Location Application Programming Interface(API)contains all the necessary interface documentation that a third-party application developer needs to receive location,telemetry, and presence data from the Unified Network Services Server(UNS)or now known as Intelligent City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted GPS AND ENHANCED DATA ADD Overview 2-4 Middleware(IMW). The API pushes data messages containing location,telemetry,and presence information in near real time to the mapping application and allows support for remote commands through a set of messages that can be sent to the mobile units. This API has been included within this proposal. It will be the City's responsibility to work with their existing CAD vendor(TriTech)in order to incorporate this API into the CAD application. To avoid the impact of Fort Worth's GPS data services on the adjacent systems that do not support Enhanced data,API has the ability to change the cadence rate or disable the location reporting when triggered by the CAD geo fence functionality. The SOAP version of API supports the change of cadence rate or disabling the location reporting through the IMW,e.g.when triggered by the CAD geo fence functionality. The REST version of API(being shipped with IMW 5.2)will be capable of changing the cadence rate or disabling the location reporting through the IMW, e.g. when triggered by the CAD geo fence functionality, by early 2018 (may be by Q4 2017).City of Forth Worth can begin the interface development on the SOAP API and then transition to REST version(with some additional effort)in future if desired. 2.1.3 ASTRO 25 Outdoor Location Services Components ASTRO 25 outdoor location services are provided through the addition of location services licenses on the City's current UNS. Specifically included equipment is as follows: • 2000 Device Licenses for Outdoor Location Services—add-on to current UNS • 1942 Flash Kits to add Location Services to existing APX portable radios • 50 700/800/GPS APX Antennas 2.2 Enhanced Data 2.2.1 Overview Included within this proposal is pricing for Motorola's Enhanced Data feature. Enhanced Data is a Motorola Solutions proprietary(not P25 standard)inbound-only packet data service optimized for applications that periodically send short messages from a Subscriber(or attached device)to a CEN host,such as outdoor location services.Enhanced Data is only supported on Trunked ASTRO 25 IVD systems with GTR series site equipment and APX Subscriber units.Datagrams to be carried via Enhanced Data must use UDP/IPv4 for network transport between the Subscriber(or attached device) and the CEN. Optionally,either Header Compression(UDP/IP)or IPSec encryption(via the Encrypted Integrated Data feature)may be used together with Enhanced Data. The Enhanced Data channel is based on the timing and signaling characteristics of the Phase 2 TDMA channel.However,both logical TDMA channels are used in tandem to provide Enhanced Data service;it is not possible to run Enhanced Data on one logical channel and voice on the other logical channel. Only inbound packet data messaging is supported—no outbound packet data messaging is supported on Enhanced Data channels.Context activation on a Classic Data channel is required before Enhanced Data messaging can be performed. Enhanced data supports the following features: • Confirmed(over-the-air)inbound unicast data • Ability to specify bandwidth for specific groups(up to 6) City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted GPS AND ENHANCED DATA ADD Overview 2-5 • RFC2507 Header Compression • Encrypted integrated data • Inbound FNE Mode data transmission(Repeated Data and Subscriber to Subscriber Data is not supported) 2.2.2 Load Balancing and Access Control An Enhanced Data channel is capable of supporting multiple Subscribers.If no Enhanced Data channels are active at a site,the first Subscriber that needs to send Enhanced Data will request that a channel be assigned.From that point,the site monitors the site-wide Enhanced Data load and requests an additional Enhanced Data channel when the load passes a configured threshold known as the "Preferred Load". Similarly, if the Enhanced Data site-wide load drops below a predetermined threshold the site releases one of the assigned Enhanced Data channels. Lower"Preferred Load"values will tend to reduce access collisions among subscriber requests on each Enhanced Data channel,resulting in a higher probability that each Enhanced Data messaging attempt will be successful. Higher"Preferred Load"values will tend to allow more subscribers to compete for access to each Enhanced Data channel at a site,with the tradeoff being an increased chance that an Enhanced Data messaging attempt will fail. The Enhanced Data feature allows Subscribers to be assigned to Data Agency Groups(DAGs)for the purpose of earmarking a portion of a site's Enhanced Data bandwidth for those Subscribers.By default,all Enhanced Data Subscribers are assigned to DAG 1,and DAG 1 is configured to receive 100%of a site's available Enhanced Data bandwidth.A maximum of six DAGs may be created within the system,and each DAG may be configured to receive a percentage of the available Enhanced Data bandwidth(known as that DAG's protected utilization). An Enhanced Data Subscriber's DAG assignment is represented in the DAC value sent to the Subscriber during context activation.Any changes to an already Context Activated Subscriber's DAG assignment will take effect upon the next Context Renewal or Context Activation. The Subscriber sends their DAG assignment to the infrastructure when requesting slots for sending an inbound packet data message.This allows the site to track the site-wide load per DAG.Under heavy load conditions, the site restricts access to the Enhanced Data channel according to the protected utilizations configured for each DAG. DAGs with no protected utilization can only get access to an Enhanced Data channel when the DAGs that are configured with a protected utilization do not use all their protected capacity. The same Trunked channel resources are used for Enhanced Data and voice,and there is no preset(or configured)limit to the number of those channels that may be used for Enhanced Data.In order to ensure channel resources are always available for voice calls,the concept of Protected Reserved Access Data Channels is used.Note that since Enhanced Data uses both"halves"of a TDMA channel,up to 2 non-emergency group voice calls may be delayed when an Enhanced Data channel is protected from preemption. 2.2.3 Broadcast Data Although outbound packet data messaging is not supported on Enhanced Data channels,the system will send a signaling message on the outbound Enhanced Data channel indicating a broadcast message is to be transmitted shortly on Trunked IVD data channels. This gives Enhanced Data Subscribers the opportunity to leave the Enhanced Data channel to acquire a Classic channel on which to receive the broadcast message. City of Fort Worth,TX December 5,2017 Outdoor Waming System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted GPS AND ENHANCED DATA ADD Overview 2-6 2.2.4 Enhanced Data Components Licensing has been included to add the Enhanced Data feature to the City of Fort Worth ASTRO 25 system. In order to utilize the Enhanced Data capabilities, subscribers must be equipped with the enhanced data feature,which has not been included in this proposal. Included upgrades to the City of Fort Worth ASTRO 25 system include the following: • One Trunked Enhanced Data Zone Level License • Thirteen Trunked Enhanced Data Site Controller Licenses(two per RF site) • 2000 Enhanced Data System Level User Licenses • 1942 Flash Kits to add Trunked Enhanced Data to existing APX portable radios NOTE: The firmware version of the subscriber has to be at least R15 for enhanced data flash upgrades to work. 2.3 Radio Management Server As a part of this proposal,Motorola has included the equipment and services required to install and configure the radio management hardware/server.Also included are the licenses for 2500 users to be added on this radio management server. Motorola's Customer Programming Software Radio Management application simplifies APX radio configuration and management,saving you time and money while ensuring your users can accomplish their mission without interruption. The APX CPS Management application can program up to 16 radios at one time and track which radios have been successfully programmed,providing a clear view of the entire radio fleet and a codeplug history for each radio. For the first time,the radios have to be physically touched to be entered in the RM server. So,City will have to provide access to all of the radios systematically to complete the radio registration process before we can start programming over the air.Also no RM client laptops have been included in this proposal. Motorola can work with City of Fort Worth to set up the City provided laptop (Client)to RM jobs. City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted GPS AND ENHANCED DATA ADD Overview 2-7 SECTION 3 ACCEPTANCE TEST PLAN 3.1 OUTDOOR WARNING SYSTEM 3.1.1 Functional Test of Siren System i VERSION #1.000 Primary Activation Computer - Ancillary AW2. TEST Functions 'a Step 1 Verify the following ancillary functions are DESCRIPTION available on the Primary Activation computer by successfully logging into the SIREN All SIREN SYSTEM activation tests shall be SYSTEM alerting application with Operator conducted from the Siren System Primary Activation level access(Username= OP, Password = Computer unless otherwise specified. The alarms op; not case sensitive). demonstrated are to be made with test equipment where it is practical to create an actual alarm or Step 2 Navigate to the Zone Siren Activation screen when not practical the alarm will be initiated through by clicking the Command button on the Menu the use of the ACE STS programming software. The Bar. following will provide a brief introduction and description of the main display screens en countered Step 3 Select all Zones by clicking on the ALL SITES when navigating the SIREN SYSTEM GUI (Graphic button.Verify all zone buttons including ALL User Interface). SITES appear with yellow highlight. Operator Login screen— Step 4 Deselect all zones by clicking on the Clear Upon initial boot-up, the Primary Activation Select button located near the bottom of the Computer will automatically log-in in standard Siren Command Screen.Verify all zone Operator mode which allows the operator to view buttons lose yellow highlight. and acknowledge alarms, activate the sirens, and interrogate the sites. View Only mode allows the Step 5 Select individual zones by clicking on the operator to view system status and monitor the individual zone buttons(e.g. Northwest, system only; NO siren control and NO site Northeast, Southwest, and Southeast). Verify interrogation will be allowed in this mode. If the proper zone selection appears with yellow system does not have an operator logged in, the highlight. user can click the Operator button on the Menu Bar Step 6 Press Clear Select button to reset all and then click the Log In button which will then selections.Verify all zone buttons lose yellow prompt the user to enter his/her Username and highlight. Password. SETUP The only setup is for this test is to have the computer turned on. All necessary software should start automatically. Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Waming System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance test Plan 3-8 Outdoor Warning System 3.1.2 Graphical User Interface— Map Screen 3.1.2 DESCRIPTION Upon successful log-in, the user is taken directly to 2. TEST the Map screen where overall system status can be viewed. An icon is shown for each siren site and is Step 1 Verify general alarm status indications for color-coded for current general status of the each site are shown correctly—solid green for corresponding site located in the general location of no alarms, solid red for acknowledged alarms, the site on the system map. Clicking on any of the blinking red/yellow for unacknowledged siren site icons will take the user to the appropriate alarms, blinking green/yellow for sites with Siren Status screen to view specific information for alarms that have returned to normal prior to the sirens. being acknowledged. This test verifies that the SIREN SYSTEM Map Step 2 Verify that clicking on any of the Siren Site Screen functions properly. icons brings the user to the Siren Status screen. SETUP Navigate to the Map screen by clicking on the Map button from the Menu Bar. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Waming System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.3 Graphical User Interface—Site List DESCRIPTION 2. TEST This test verifies that the SIREN SYSTEM Site List Step 1 Verify the Site List pop-up window appears. screen functions properly. Step 2 Verify proper site name, siren type, and street address along with Federal Signal siren type is displayed for each site. SETUP Step 3 Scroll up and down through the list and verify Navigate to the Site List screen by clicking on the information is properly displayed. Site List button on the Siren Status screen. Step 4 Press the Go To Site... button and enter a number from 1-40 and verify site is placed at the top of the site list unless site number is too high where the last site in the list would exceed the max of 40 in which case, the selected site should still be displayed but not at the top of the list. Step 5 Verify proper site name for both Computer/FIU locations. VERSION#1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-1 Outdoor Warning System 3.1.4 Alarm Processing -Acknowledged Alarm DESCRIPTION 2. TEST This segment of the test verifies that the bi-state Step 1 The Siren Communication status should show siren site alarms are processed and communicated ALARM on all RS232-based sirens since the to the Siren System Primary Activation Computer. associated ACE RTU is not connected to a The alarms will be generated from a combination of live Federal Signal Siren during staging.This simulated alarms associated with the test siren setup status will be disabled and represented by a or via software. gray box for any mechanical sirens. The Alarm indicators on the Siren Status Screen Step 2 Create an alarm condition on a mechanical shall have the following characteristics: siren site by toggling the associated digital input(DI#3). Alarms • If it is normal than the indicator is dark green Step 3 Verify that the colored status for the • If an alarm is active and is not acknowledged associated alarm on the Primary Activation than the indicator is blinking in red/yellow colors computer is blinking red and yellow and that • If an alarm is active and acknowledged than the"state"text is red and is displayed for the indicator is solid red correct alarm point and site. • If an alarm returns to normal but is not Step 4 Click the associated site"acknowledge" button acknowledged, than the indicator is blinking in on either computer and verify the alarm status yellow/dark green colors becomes solid red. • If an alarm returns to normal and is acknowledged than the indicator is dark green Step 5 Navigate to the Alarm Summary screen and Status verify that the alarm displays in red text on the • For event status the color scheme is dark green Alarm Summary window followed by black text for"standby"state. with the time stamp associated with both • Bright green for"active state" events. Step 6 Return the alarm point to the normal condition. SETUP Verify that the colored status bullet for the associated alarm returns to normal on both Navigate to the Siren Status screen by clicking the computers. Status button and then clicking the Sirens button on the Status Selection pop-up screen. Step 7 Verify that the alarm text has an additional entry in green on the Alarm Summary. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.5 Alarm Processing - Unacknowledged Alarm DESCRIPTION 2. TEST This segment of the test verifies that the bi-state siren site alarms are processed and communicated Step 1 Create an alarm condition on a mechanical to the Siren System Primary Activation Computer. siren site by toggling the associated digital The alarms will be generated from a combination of input(DI#3). simulated alarms associated with the test siren setup or via software. Step 2 Verify that the colored status for the associated alarm on the Primary Activation The Alarm indicators on the Siren Status Screen computer is blinking red and yellow and that shall have the following characteristics: the"state"text is red and is displayed for the correct alarm point and site. Alarms • If it is normal than the indicator is dark green Step 3 Navigate to the Alarm Summary screen and • If an alarm is active and is not acknowledged verify that the alarm displays in red text on the than the indicator is blinking in red/yellow colors Alarm Summary window. • If an alarm is active and acknowledged than indicator is solid red Step 4 Return the alarm point to the normal condition. • If an alarm returns to normal but is not Verify that the colored status bullet for the acknowledged, than the indicator is blinking in associated alarm returns to normal but yellow/dark green colors remains blinking green and yellow on both • If an alarm returns to normal and is computers. acknowledged than the indicator is dark green Step 5 Click the associated site"acknowledge" button Status on either computer and verify the alarm status • For event status the color scheme is dark green becomes solid green. for"standby"state. Step 6 Verify that the alarm text has two additional • Bright green for"active state" entries in green (return to normal)and black (acknowledged)on the Alarm Summary. SETUP No additional setup is necessary. VERSION#1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.6 Graphical User Interface— FIU Status Screen DESCRIPTION 2. TEST This segment of the test verifies that the bi-state Step 1 Select an FIU for the test and remove the FIU site alarms are processed and PWR IN cable on the Power Supply communicated to the Siren System Primary module or unplug the AC power cord. Activation Computer. The alarms will be 'as the siren RTUs are to be powered by the Federal Signal generated from real alarms associated with the siren batteries,this test is N/A for them FIU sites. Step 2 Verify that PWR light turns Yellow and the The alarm point indicators are preconfigured for BATT light turns Red on the ACE PowerSupply Module. the SIREN SYSTEM. There are up to three(3) alarm points per FIU.The Alarm indicators on Step 3 After approximately 60 seconds,verify that the FIU Status Screen shall have the following an ACE CPU AC Voltage alarm for the characteristics: appropriate FIU is received on the FIU Alarms Status screen on all three computers. • If it is normal than the indicator is dark green Step 4 Reconnect PWR IN cable to Power Supply • If an alarm is active and is not module.Verify the PWR light returns to acknowledged than the indicator is blinking Green and the BATT light starts blinking in red/yellow colors indicating the battery backup is being • If an alarm is active and acknowledged than charged. indicator is solid red • If an alarm returns to normal but is not Step 5 After approximately 60 seconds, verify the acknowledged, than the indicator is blinking ACE CPU AC Voltage alarm returns to in yellow/dark green colors normal. • If an alarm returns to normal and is acknowledged than the indicator is dark Step 6 Disconnect the Ethernet cable to the green Backup FIU.Within 25 minutes, an ACE CPU Comm alarm will appear on the computer. SETUP Step 7 Reconnect the Ethernet cable to the A charged ACE battery must be present in order Backup FIU and interrogate the FIU via to pass this test. After the PWR IN cable has Interrogation pop-up window. been removed it will take around 60 seconds for the Alarm to reach the Server. The reason this Step 8 Verify the ACE CPU Comm alarm returns alarm takes so long is that there is an embedded to normal. delay timer within the application to rule out a site only losing power for a few seconds. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance test Plan 2 Outdoor Warning System 3.1.7 Computer to ACE FIU Communication Status DESCRIPTION 2. TEST This test verifies that if the MODBUS connection Step 1 Disconnect the Ethernet link from the between the Siren System Primary Activation computer. Computer and the corresponding FIU is 'Port P11 is the Modbus port for the Primary and Backup FIUs. disconnected that an alarm will be present on the computer. Step 2 An alarm will be created causing the Modbus Failure pop-up screen to appear on the local The connection between the Siren Activation computer. Should display Current Computer and its associated FIU is an Ethernet link. Communication Status alarm with an associated Acknowledge button. SETUP Step 3 Verify the existence of an Modbus Comp Comm alarm for the appropriate FIU site. Step 4 Reconnect the Ethernet link. Step 5 Verify the Modbus Failure pop-up shows blinking Normal on the local computer. Click the Acknowledge button and the pop-up window should disappear. Step 6 Check that the Modbus Comp Comm alarm is normal on the other"remote"computers. VERSION #1.000 Pass . Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-1 Outdoor Warning System 3.1.8 Graphical User Interface—Alarm Summary Screen DESCRIPTION 2. TEST The Alarm Summary Screen provides a text display Step 1 Verify the Alarm Summary screen has been of all alarms currently present in the system. On this logging alarms, events, and acknowledges screen, the operator can toggle between the alarm properly. summary detail and the alarm history detail by clicking the"Summary"and"History" buttons. In Step 2 Verify mode toggling between default Alarm History mode, a chronological list of the most Alarm/Event History and Alarm Summary by recent 2500 alarms and events is displayed. In pressing the Summary and History buttons. Alarm Summary mode, only the current alarms are displayed—i.e. items currently in alarm or have not Step 3 Verify alarm filtering functionality of only yet been acknowledged. alarms/events associated with the FIUs by clicking the All FIUs button. Additionally, the display can be filtered to show only alarms based on site number, by zone, or by priority. Step 4 Verify alarm filtering functionality of only alarms/events associated with all of the siren Alarms and events are all logged with date and time sites by clicking the All Sirens button. when the alarm or event took place. In addition, the alarms and events are also color-coded—red for Step 5 Verify alarm filtering functionality of only alarms, green for return to normal, black for alarms/events associated with the sirens in acknowledge and blue for events. Zone XX by clicking the Zone XX buttons. This test verifies that the SIREN SYSTEM Alarm Step 6 Verify alarm filtering functionality of only Summary screen functions properly. alarms/events associated with a specific siren by clicking the XXX button and entering a specific site number. SETUP Step 7 Verify alarm filtering functionality of only Navigate to the Alarm Summary screen by clicking alarms/events with a particular priority by clicking the Hi XXX button and entering a on the AlarmSum button from the Menu Bar. specific priority and clicking the Low XXX button and entering the same specific priority. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted Acceptance test Plan 3-1 Outdoor Warning System 3.1.9 Siren Site Interrogation 2. TEST DESCRIPTION Step 1 Click the Interrogate button on the Menu Bar to open the Interrogation pop-up This test verifies that the user can manually window. interrogate sites through the Interrogation screen in the SIREN SYSTEM application. Step 2 Verify all inactive sites display with gray text and button disabled; all active sites The SIREN SYSTEM is configured to with an RTU Comm Fail alarm show red automatically interrogate the Siren Sites on a text with their associated button enabled; regular basis. There are three FIUs in the and all active sites without an RTU Comm system and each one has the ability to Fail alarm show black text with their interrogate the siren sites independently. associated button enabled. There is a DISABLE INT SCH button available Step 3 Click on any enabled siren site button to to users logged in with System Manager access interrogate sites individually.Verify level which allows the user to turn off the Current Site being Interrogated shows automatic periodic interrogation cycles. This proper siren site number and returns to button is only affective for the FIU connected to None when interrogation task is the specific computer where this option was completed. implemented. Step 4 Click on any of the Zone buttons to interrogate the sirens within that particular SETUP zone.Verify Current Site being Interrogated shows proper siren site Be sure all active sites are communicating numbers associated with the selected properly. zone and returns to None when interrogation task is completed. Step 5 Click on the ALL button to interrogate all the sirens in the system.Verify Current Site being Interrogated shows incrementing siren site numbers from 1-26 skipping any disabled sites and returns to None when interrogation task is completed. Step 6 Click on the ALL button to interrogate all the sirens in the system.Verify Current Site being Interrogated shows incrementing siren site numbers from 1- 26. Before allowing the interrogation cycle to complete, press the Cancel button and verify cycle ceases immediately.Verify Current Site being Interrogated returns to None. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance test Plan 2 Outdoor Warning System 3.1.10 Siren Site Communication Failure 2. TEST . .. DESCRIPTION Step 1 Click the Interrogate button on the Menu Bar to open the Interrogation pop-up window and This test verifies that a loss of communication to decide on which Siren site to test. each site will be reported through the Interrogation screen in the SIREN SYSTEM application. Step 2 Disconnect the Siren site's radio by removing the serial connection to the radio(ACE port P11). SETUP Step 3 Perform an interrogation to the selected Siren site by clicking on the associated site button on the Interrogation screen. Step 4 Confirm that an RTU Communication Failure alarm appears on the Interrogation screen (siren site number text should appear red) and is also received on the Siren Status screen for the appropriate Siren site. Please note that RTU Communication Fail alarms are determined independently on each FIU so this alarm will NOT necessarily appear on all computers unless the other FIU(s)interrogate that site as well. Step 5 Reconnect the Siren site's serial connection to the radio and interrogate the Siren site. Confirm the Siren site has returned to proper normal communication status. Pass Fail VERSION#1.000 City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.11 Siren Zone/All Sites Activation Quiet 2. TEST Test Command from Primary Computer Step 1 From the Siren Activation Computer bring up 1. DESCRIPTION the Zone Siren Activation screen. There are two separate Siren Activation screens— Step 2 Send a command to all sites/zones by clicking Zone Siren Activation (default displayed when the the ALL SITES button(verify yellow indicator Command button on the Menu Bar is pressed) is on all zone buttons and ALL SITES), clicking used to activate groups of sirens called zones(e.g. Quiet Test(verify yellow indicator)and START NW, NE, SW, SE)or ALL SITES and Individual (verify change to blinking WAIT text). Siren Activation (accessed from the Zone Siren Step 3 Verify all the zone indicators change from solid Activation screen by clicking the Single Siren yellow to light blue. Verify the Quiet Test Activation button) is used for individual or any indication changes from solid yellow to combination of sites siren testing. Each Siren blinking light blue and yellow. Activation Screen contains buttons for the different siren activation sequences. The Activation screen Step 4 Verify the test siren is running an inaudible contains Steady(3 min), Quiet Test, and Rotate siren test. Only. In Training Mode,the screen contains all of these buttons as well. The bottom row of buttons is Step 5 Verify the computer shows the current siren consistent on all three screens as well and includes activation from the appropriate FIU under Clear Select, START and STOP. Activations in Progress on the Menu Bar. This test demonstrates the sending of the Quiet Test Step 6 Two minutes after the activation is complete, command from the SIREN SYSTEM GUI Application the Primary FIU will automatically initiate an to all of the Siren sites. interrogation cycle to retrieve the siren activation results from all the sites involved in SETUP the activation. The user can monitor the Siren Status screen to watch the activation results report Navigate to the Zone Siren Activation screen by clicking the Command button on the Menu Bar. Step 7 Verify the computer shows the appropriate status for all siren sites. Step 8 Verify the siren activation report appears properly. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.12 Individual Siren Site Activation 2. TEST Command from Primary Computer 41, Step 1 Send a command to a Siren Site by clicking on 1. DESCRIPTION the associated siren site button (verify yellow indicator), clicking Steady(3 min) button There are two separate Siren Activation screens— (verify yellow indicator)and START(verify Zone Siren Activation (default displayed when the change to blinking WAIT text). Command button on the Menu Bar is pressed) is Step 2 Verify the site indicator changes from solid used to activate groups of sirens called zones(e.g. yellow to light blue.Verify the Steady(3 min) NW, NE, SW, SE)or ALL SITES and Individual indication changes from solid yellow to Siren Activation (accessed from the Zone Siren blinking light blue and yellow. Activation screen by clicking the Single Siren Activation button)is used for individual or any Step 3 Verify the simulated siren is operating properly combination of sites siren testing. Each Siren with the appropriate timing. Activation Screen contains buttons for the different siren activation sequences.The Activation screen Step 4 Verify the siren activation indicators appear on contains Steady(3 min), Quiet Test, and Rotate Only. In Training Mode,the screen contains all of the computer. these buttons as well. The bottom row of buttons is Step 5 Verify the timing of the indicators to be within 5 consistent on all three screens as well and includes seconds between the computer and the siren Clear Select, START and STOP. operation. This test demonstrates the sending of the Quiet Test command from the SIREN SYSTEM GUI Application to all of the Siren sites. SETUP Navigate to the Individual Siren Activation screen by clicking the Command button on the Menu Bar and then clicking the Single Siren Activation button. Pass Fail VERSION#1.000 City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.13 Graphical User Interface—Siren Command Logger 1. DESCRIPTION 2. TEST This test verifies that the SIREN SYSTEM Siren Command Logger screen functions properly. Step 1 Verify the Siren Command Logger shows each of the siren activation commands performed This screen displays the last 100 Siren command during this test. sequences performed throughout the system. This log is actually stored and maintained by the FIU Step 2 Check proper Command Sequence is listed associated with the computer. for each, sequence duration appears as expected, number of sirens effected, sequence number(starts 16xx for all SETUP commands sent from the Primary Activation computer when operating on the Plano prime Navigate to the Siren Command Logger screen by site; 32xx for all commands sent from the clicking on the Operator button and then clicking the Primary Activation computer when operating Logger button. on the Allen prime site; 48xx for all commands sent from the Mobile-1 Activation computer; and 64xx for all commands sent from Mobile-2 Activation computer), and appropriate Start time and date. VERSION #1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.14 System Manager Screen —Active Yes/No Siren sites 1. DESCRIPTION 2. TEST This test verifies that Siren sites can be enabled and disabled on the System Manager screen and this Step 1 Navigate to the System Manager screen. state is reflected throughout the system. Step 2 Disable the siren site by clicking on the YES indication next to the siren site number and SETUP choose NO when prompted. Navigate to the System Manager Screen by clicking Step 3 Navigate to the Map screen. Verify the on the Operator button and clicking on the Manager associated siren site icon appears in gray. button. The System Manager screen is only accessible if the User login and password have Step 4 Click the siren site icon to display the Siren administrator rights. Status screen.Verify all the status indications for the associated site are shown in gray. Step 5 Navigate to the Siren Activation screen by clicking the Activation button.Verify the associated site selection button is disabled. Step 6 Open the Interrogation pop-up window by clicking the Interrogate button on the Menu Bar.Verify the associated site button is disabled. Step 7 Navigate back to the System Manager screen and enable the siren site by clicking on the NO indication of the siren site that was disabled and choose YES when prompted. Step 8 Recheck the Map screen, Siren Status screen, Siren Activation screen, and Interrogation pop- up to be sure site has returned to normal status. Pass Fail VERSION #1.000 City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 Outdoor Warning System 3.1.15 System Manager Screen — Manual Report Generation 1. DESCRIPTION 2. TEST The SIREN SYSTEM uses Microsoft Excel to generate siren activation reports. Reports are Step 1 Navigate to the System Manager screen. generated automatically following every siren activation involving any or all zones(i.e. reports are Step 2 Click on the Sys Report button. The button not automatically generated following individual siren text will turn green and blink to confirm the activations). report is in the process of being created. Reports are saved under C:\Plano\Reports and have Step 3 If the Report Print Enable option is selected, a file naming convention as follows: YYYY-MM-DD the report will be generated and printed to the HHMMSS System Wide.xls. Windows Default Printer. This is the case for the Primary Activation Computer so it will create and print out a report while the Mobile SETUP Activation computer will simply create the report. Navigate to the System Manager screen.Verify Step 4 Verify creation of the report by opening Microsoft Excel is running by making sure a flashing "Microsoft Excel NOT READY" indication does not Windows Explorer and navigating to appear in the bottom of the Menu Bar. C:\Irving\Reports. VERSION#1.000 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 3.2 ENHANCED DATA 2. TEST Step 1. Power-on RADIO-1. 3.2.1 Enhanced Data Context Step 2. After a period of 10 seconds, observe that Activation the radio is enabled for data services by the presence of a data icon on the radio display. 1. DESCRIPTION Step 3. Using the menu buttons below the radio display, observe that the radio has a valid IP address Context Activation refers to the process a Radio uses to register for packet data service on the trunked system. For this test,the Radio is configured to initiate a context request with the system upon power-on. SETUP RADI0-1 -TALKGROUP 1 (Must be equipped with a display and initially Powered-off) Note: RADI0-1 must have data capabilities enabled in the network manager. VERSION #1.050 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 2 2. TEST Step 1. Disable all channels at SITE 1 with the 3.2.2 Preemption of Unprotected exception of the control channel, and 3 Data Channels for Voice working channels. Step 2. Using an Enhanced data capable radio, send continuous data messages at a 1. DESCRIPTION cadence of 15 seconds. Observe that an enhanced data channel is allocated in ZoneWatch. Unprotected data channels can be preempted by Step 3. Using a P25 data capable radio, send radios requesting voice services. System continuous data messages at a cadence of Administrators can select the type of channel that is 15 seconds. Observe that a P25 data preempted first—P25 data or Enhanced Data. channel is allocated in ZoneWatch. SETUP Step 4. Initiate a Talkgroup Call with RADIO-1. Keep this call in progress until instructed to end the call Protected P25 data channels—0 Protected Enhanced Data Channels-0 Step 5. Observe in ZoneWatch that all channels are Preferred data service—Enhanced Data allocated. RADIO-1 -TALKGROUP 1 RADIO-1 -SITE-SITE 1 Step 6. Key RADIO-2 on TALKGROUP 2 and RADIO-2-TALKGROUP 2 observe that the radio can make a call to RADIO-2-SITE-SITE 1 RADIO-3. Observe in ZoneWatch that the RADIO-3-TALKGROUP 2 Enhanced Data channel is allocated, but the RADIO-3-SITE-Any Site P25 data channel has been converted to a Note: Two channels in this test will be allocated for voice call. data services—Enhanced Data and P25 data Step 7. End the Talkgroup Call established in Step 4. End the call between RADIO-2 and VERSION #1.060 RADIO-3. Step 8. In the network manager, change the preferred data service from Enhanced Data to P25 data.Allow time for the parameter to be distributed to the target devices. Step 9. Repeat Steps 1-8 to observe that the data channel that is preempted and converted to voice is the Enhanced Data channel. Step 10. Return all the channels in the system to service. Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-3 Enhanced Data 2. TEST Step 1. Simulate a busy system by disabling all channels at SITE 1 with the exception of the 3.2.3 Protected P25 Data control channel, 1 P25 data channel and one voice channel. Channels Step 2. Using a P25 data capable radio, send continuous data messages at a cadence of 1. DESCRIPTION 15 seconds. Observe that a P25 data channel is allocated in ZoneWatch. Step 3. Initiate a Talkgroup Call with RADIO-1. Keep Protected P25 data channels cannot be preempted this call in progress until instructed to end by radios requesting voice services. If no voice the call. channel resources are available and data channels are allocated at or below the protected data channel Step 4. Observe in ZoneWatch that all channels are limit, radios requesting channels for new allocated. conversations are placed in a queue. Users of the same priority will move through the queue in a FIFO Step 5. Key RADIO-2 on TALKGROUP 2 and (first in,first out)sequence. observe that the radio receives a busy. When a voice channel becomes available, the radio Observe in ZoneWatch that the data at the top of the busy queue gets a channel channels are allocated and RADIO-2 is in assignment and generates a callback tone. The the busy queue. callback tone alerts the user that a channel assignment was made and transmitting is now Step 6. End the Talkgroup Call established in Step possible on the selected talkgroup. 4, SETUP Step 7. Observe RADIO-2 receives the callback tone and can now make a call to RADIO-3 upon receipt of the callback indication. Protected P25 data channels—1 RADIO-1 -TALKGROUP 1 Step 8. End the call between RADIO-2 and RADIO- RADIO-1 -SITE-SITE 1 3. RADIO-2-TALKGROUP 2 RADIO-2-SITE-SITE 1 Step 9. Return all the channels in the system to RADIO-3-TALKGROUP 2 service. RADIO-3-SITE-Any Site VERSION #1.070 Pass Fail City of Fort Worth,TX December 5,2017 Outdoor Warring System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-4 3.3 LOCATION SERVICE 2. TEST Step 1. From the device list on the location client 3.3.1 Location Information expand the device details for RADIO-1. Received Step 2. Verify that the Latitude, Longitude and update time are shown for RADIO-1 1. DESCRIPTION Step 3. Move the RADIO-1 location enough to cause the RADIO to report a new GPS location.Verify that the new location information is received. (will take a few The Location system will receive information on the seconds depending on the polling provisioned subscribers in order to appropriately frequency, should be configured for 15 map the units on a mapping service. seconds in this case.) Note: Location requires reception of a clear GPS signal which may not always be possible in the CCSi environment. Location tests are not recommended for staging but rather for the final destination when it is possible to perform outdoor tests more easily. SETUP Location services installed and configured for 15 second updates RADIO-1 -GPS-enabled and provisioned with Location Service Note: It is possible that an external GPS antenna may be required if testing inside CCSi. Pass Fail VERSION #1.020 City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-5 Location Service 2. TEST Step 1. From the device list on the mapping client, expand the device details for RAD10-1 so 3.3.2 Location Update Request that the Latitude, Longitude and update time are shown. N 10 WKS Step 2. Select RADI0-1 on the map and right click 1. DESCRIPTION over it, this will display a pop up box. Step 3. Select"Request Immediate Update"from The Mapping Client can perform an"immediate the displayed options. location"request from a device. This information gets relayed to the location system and the Step 4. Monitor the"update time"field displayed for subscriber. RAD10-1 and verify that a location update is received on the Mapping Client. (this may Note: Location requires reception of a clear GPS take several seconds to arrive) signal which may not always be possible in the CCSi environment. Location tests are not recommended for staging but rather for the final destination when it is possible to perform outdoor tests more easily. SETUP MotoMapping Client installed. RADI0-1 -GPS-enabled and provisioned on the location service Note: It is possible that an external GPS antenna may be required if testing inside CCSi. Pass Fail VERSION #1.020 City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-6 Location Service 2. TEST %.. -L `i Step 1 From the device list on the mapping client, 3.3.3 Location Updates expand the device details for RADIO-1.This will display the Latitude, Longitude and the update time. 1, DESCRIPTION Step 2. Select RADI0-1 on the map and right clickto bring up a pop up box. The Location Service send updates at configured Step 3. Select the option"Set Location Update time intervals. These intervals can be updated which Frequency"and update the parameter will send a message to the subscriber updating the "Delta Time to Min=30 seconds.Verify that reporting parameters. RADI0-1 is updating every 30 seconds by looking at the device list. Note: Location requires reception of a clear GPS signal which may not always be possible in the CCSi environment. Location tests are not recommended for staging but rather for the final destination when it is possible to perform outdoor tests more easily. SETUP MotoMapping Client installed RADI0-1 -GPS enabled and provisioned on the Location Service Note: It is possible that an external GPS antenna may be required if testing inside CCSi. Pass Fail VERSION #1.020 City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Acceptance test Plan 7 SIGNOFF CERTIFICATE By their signatures below,the following witnesses certify they have observed the system Acceptance Test Procedures. Signatures WITNESS: Date: Please Print Name: Initials: Please Print Title: WITNESS: Date: Please Print Name: Initials: Please Print Title: WITNESS: Date: Please Print Name: Initials: Please Print Title: City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Acceptance test Plan 3-2 SECTION 4 STATEMENT OF WORK 4.1 OUTDOOR WARNING SYSTEM UPGRADE Motorola is proposing to the City of Fort Worth,TX the installation and configuration of the following equipment to upgrade the existing Outdoor Warning System. Site Name Major Equipment ACE3600 and ACE1000 Solution Configure ACE 1000 RTUS&ACE3600 FEPs to operate with the existing Siren system—based on assumptions listed below The document delineates the general responsibilities between Motorola and the City of Fort Worth as agreed to by contract. 4.1.1 MOTOROLA RESPONSIBILITIES Motorola's general responsibilities include the following: • Perform the configuration of the system as described in the System Overview of the Motorola supplied equipment described above. • Provide connections from the back of the Primary and Backup FEP radios to the 16 DO/DI module to indicate when the radio reboots which may indicate a core switch on the DSR. • Provide appropriate IP addressing for all of the Siren and FEP radios as well as CEN-connected FEPs and Control Centers. • Schedule the implementation in agreement with the City of Fort Worth. • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. 4.1.2 CITY OF FORT WORTH RESPONSIBILITIES The City of Fort Worth will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola.The City of Fort Worth general responsibilities include the following: • Provide a dedicated delivery point,such as a warehouse,for receipt,inventory and storage of equipment prior to delivery to the site(s). • Coordinate the activities of all City of Fort Worth vendors or other contractors. • Motorola assumes all existing siren poles are able to accommodate the new ACE3600/ACE1000 RTU with NEMA Housings. Any new poles required, or modifications required to existing poles and mounting locations,for the install of the ACE3600/ACE 1000 RTU is the City's responsibilities. • The City is responsible for providing a rack for the ACE3600 FEP units. • All physical installation of the FEPs and RTUs proposed will be performed by the City, including but not limited to providing miscellaneous hardware needed,providing and fixing enclosures at the RTU locations,antenna systems installations,any custom hardware and cabling etc. City of Fort Worth,TX December 5,2017 Outdoor Waming System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement Of Work 4-3 Motorola has made several assumptions in preparing this proposal,which are noted below. In order to provide a firm quote,Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • An RS232 or I/O interface is possible to control/monitor the existing Whelen sirens.Any additional hardware necessary for this interface is the responsibility of the customer. • All 147 sirens have the ability to provide power(12—24vdc)and solar capacity to support the new ACE 1000 RTU and APX4000 portable radio. • APX4000 portable radios for the Siren RTUs and the APX6500 mobile radios for the Siren FEPs are included with this quotation but antenna hardware and installation is NOT included. The antenna system will be a City of Fort Worth responsibility. • This quotation does NOT include installation including but not limited to mounting the Siren ACE 1000 RTUs in an appropriate enclosure(enclosure also NOT included),any interface wiring between the siren and the ACE 1000 to provide control,monitoring and power. • All sirens are mechanical in operation,no Live PA functionality required. • The ACE 1000 does NOT include an enclosure.One must be provided by the City or the ACE1000 may be able to mount inside the Whelen Siren.If an external enclosure is provided, it is recommended that a tamper switch be included and to have the switch wired into the Whelen tamper circuitry. • All existing sites or equipment locations will have sufficient space available for the system described as required/specified by R56. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage and site grounding to support the requirements of the system described. • All existing towers will have adequate space and size to support the antenna network requirements of the system described. • Any site/location upgrades or modifications are the responsibility of the customer. • Approved local, State or Federal permits as may be required for the installation and operation of the proposed equipment are the responsibility of the customer. • Any required system interconnections not specifically outlined here will be provided by the Customer. These may include dedicated phone circuits,microwave links or other types of connectivity. • No coverage guarantee is included in this proposal.Any additional mobile radio or antenna system required to meet coverage requirements will be an addition to this proposal. • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should the Customer's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement Of Work 4-4 4.2 GPS AND ENHANCED DATA ADD Motorola is proposing to the City of Fort Worth, TX the installation and configuration of the following licenses and firmware at the specified locations to implement the GPS and Enhanced Data feature. Site Name Major Equipment Eagle Mountain Master a Install the GPS license on the UNS • Install the Enhanced Data System and User Licenses to the Core • Upgrade Rolling Hills • Install the Enhanced Data —i User Licenses to tine Core TMS • Install the Enhanced Data System and User Licenses to the Core All RF sites(13 Total) . Download Enhanced Data operation at all RF Sites, 13 total Existing Portables Provide 1942 Flash Upgrades and GPS Antenna The document delineates the general responsibilities between Motorola and the City of Fort Worth as agreed to by contract. 4.2.1 MOTOROLA RESPONSIBILITIES Motorola's general responsibilities include the following: • Perform the installation of the Motorola supplied software/firmware described above. • Schedule the implementation in agreement with the City of Fort Worth • Coordinate the activities of all Motorola subcontractors under this contract. • Administer safe work procedures for installation. 4.2.2 CITY OF FORT WORTH RESPONSIBILITIES City of Fort Worth will assume responsibility for the installation and performance of all other equipment and work necessary for completion of this project that is not provided by Motorola.City of Fort Worth general responsibilities include the following: • Provide site access to all buildings,equipment shelters,and/or towers required for system installation • Obtain all licensing,site access,or permitting required for project implementation. • Coordinate the activities of all City of Fort Worth vendors or other contractors. • Flash the existing 1942 subscribers with the Flash upgrade software/firmware provide by Motorola. City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement Of Work 45 Motorola has made several assumptions in preparing this proposal,which are noted below. In order to provide a firm quote, Motorola will need to verify all assumptions or seek alternate solutions in the case of invalid assumptions. • All existing sites or equipment locations will have adequate electrical power in the proper phase and voltage and site grounding to support the requirements of the system described. • Any site/location upgrades or modifications are the responsibility of the City of Fort Worth. Any required system interconnections not specifically outlined here will be provided by the City of Fort Worth. These may include dedicated phone circuits,microwave links or other types of connectivity City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement Of Work 46 SECTION 5 EQUIPMENT LIST 5.1 OUTDOOR WARNING SYSTEM UPGRADE CITY NOMENCLATUREDESCRIPTION Front End Processor(FEP) Hardware-CEN-connected (DSR) 2 F7509 ACE 3600 MAIN MODEL 2 V448 ADD:ACE3600 CPU3680 2 V212 ADD: PLUG-IN ETHERNET 10/100 M PORT 2 V261 OPTN,CHGR,ADD:AC PWR PS 100-240 V W/BAT CHGR 2 V328 ADD: 10 AH BACKUP BATTERY 2 VA00196 ADD:ASTRO 25 DIGITAL TRUNKING 2 VA00201 ADD: 700/80OMHZ MOBILE RADIO 2 V051 19 ADJUSTABLE INSTAL BRACK 2 V120 ADD: CHASSIS FOR 19? RACK MTG 2 V103 ADD: 3 1/0 SLOTS FRAME 2 V480 ADD: 16 DO/ DI FET Front End Processor(FEP)Hardware-Radio-Based (Transportabies) 2 F7509 ACE 3600 MAIN MODEL 2 V448 ADD:ACE3600 CPU3680 2 V212 ADD: PLUG-IN ETHERNET 10/100 M PORT 2 V261 OPTN,CHGR,ADD:AC PWR PS 100-240 V W/ BAT CHGR 2 V114 ADD: 6.5 AH BACKUP BATTERY 2 VA00196 ADD: ASTRO 25 DIGITAL TRUNKING 2 VA00201 ADD: 700/80OMHZ MOBILE RADIO 2 V214 ADD: 38 X 38 CM METAL CHASSIS 4iren ACE1000 Hardware&Software-+APX4000 Portable Radios 147 F0016 ACE 1000 CPU 1010 MODULE 147 VA00148 ADD: WALL MOUNT INSTALLATION KIT 147 VA00599 ADD:MIXED 10 7D1/6D0/1A0/3A1i HW ONLY NO LIC 147 VA00155 ADD:DC POWER CABLE 147 VA00147 ADD: FRONT CABLE COVERS 147 VA00006 ADD: 2XRS-232 PORT/AUX PLUG-IN BOARD 147 FLN0042 APX4000 INSTALLATION KIT 147 H51UCF9PW6 N APX 4000 7/800 MHZ MODEL 2 PORTABLE 147 H2O7 DEL: DELETE BATTERY 0 Q498 ENH: ASTRO 25 OTAR W/ MULTIKEY 0 Q629 ENH: AES ENCRYPTION City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Equipment List 5-1 147 QA05100 ENH:STD WARRANTY APPLIES-NO SFS 147 QA02756 ENH: 3600 OR 9600 TRUNKING BAUD SIN 147 H112 DEL: DELETE STANDARD ANTENNA 147 G996 ADD: PROGRAMMING OVER P25 (OTAP) Spare Siren ACE1000 Hardware+APX4000 Portable Radios 5 F0016 ACE 1000 CPU 1010 MODULE 5 VA00148 ADD: WALL MOUNT INSTALLATION KIT 5 VA00599 ADD:MIXED 10 7Dl/6DO/1AO/3A1 HW ONLY NO LIC 5 VA00155 ADD:DC POWER CABLE 5 VA00147 ADD: FRONT CABLE COVERS 5 VA00006 ADD: 2XRS-232 PORT/AUX PLUG-IN BOARD 5 FLN0042 APX4000 INSTALLATION KIT 5 H51UCF9PW6 N APX 4000 7/800 MHZ MODEL 2 PORTABLE 5 H2O7 DEL: DELETE BATTERY 0 Q498 ENH: ASTRO 25 OTAR W/ MULTIKEY 0 Q629 ENH: AES ENCRYPTION 5 QA05100 ENH:STD WARRANTY APPLIES-NO SFS 5 QA02756 ENH: 3600 OR 9600 TRUNKING BAUD SIN 5 H112 DEL: DELETE STANDARD ANTENNA 5 G996 ADD: PROGRAMMING OVER P25 (OTAP) ©PTIWARN Computer Hardware and Software 2 OWWSHW-191 OptiWarn Operator Workstation 2 OW-TRANS _', OpbWarn Transportable Control Center 1 OWPSL-0191 OptiWarn Primary Software License for:5191 Sirens 3 OWSSL-0191 0ptiWarn Secondary Software License for:5191 Sirens 1 OW-DSR OptiWarn Dynamic System Resiliency (DSR) Support 1 OW-POLY OptiWarn Control Center Polygon Activation 1 OW-ANSW OptiWarn Alarm Notification License 1 OW-ANSMS OptiWarn Alarm Notification SMS Modem 2 OW-RPRN OptiWarn Report Printer 4 OWF-191SW OptiWarn FEP-191 Software License (one per FEP) 147 OWS-191SW OptiWarn Siren Controller Software License (one per siren) OptiWarn Control Center National Weather Service Option for 1 OWNWS-0191 5191 Sirens - UPGRADE City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted 5-2 5.2 GPS AND ENHANCED DATA ADD WITH RADIO MANAGEMENT ..... . . ... ... . 1 T8108 UNS DEVICE EXPANSIONS 1 CA03096AA ADD: ADDITIONAL DEVICES TO AN EXISTING SERVICE 2 UA00440AA ADD: ADDITIONAL 1000 DEVICES FOR LOCATION FOR UNS 4.0 AND BEYOND ENHANCED DATA 1 SQM01SUM0239 MASTER SITE CONFIG UPGRADE 1 CA00996AL ADD: NM/ZC LICENSE KEY 7.14 1 CA00997AL ADD: UCS LICENSE KEY 7.14 1 CA02389AA ENH: TRUNKED ENHANCED DATA 4 CA02473AA ENH: 500 ENHANCED TRUNKED DATA USER LICENSES 1 T7140 G-SERIES SOFTWARE UPGRADE 6 CA03010AA ADD:SIMUL REM ST LC EXP IV&D-ENDATA 1 T7140 G-SERIES SOFTWARE UPGRADE 6 CA03010AA ADD:SIMUL REM ST LC EXP IV&D-ENDATA 1 T7140 G-SERIES SOFTWARE UPGRADE 6 CA03010AA ADD:SIMUL REM ST LC EXP IV&D-ENDATA 1 T7140 G-SERIES SOFTWARE UPGRADE 6 CA03010AA ADD:SIMUL REM ST LC EXP IV&D-ENDATA 1 T7140 G-SERIES SOFTWARE UPGRADE 1 CA03002AA ADD:SITE RPTR SC EXP IV&D-ENH DATA 1 T7140 G-SERIES SOFTWARE UPGRADE 1 CA03002AA ADD:SITE RPTR SC EXP IV&D-ENH DATA SUB FLASH 1 T7664 DIGITAL SMARTZONE 1942 QA00782AE ENH: APX GPS ACTIVATION 1942 QA03399AB ADD: ENHANCED DATA SUU ANTENNAS 50 NAF5085A 700/800-GPS ANTENNA RADIO MANAGEMENT SERVER 1 DSSUBSERVER4 RACK MOUNT WINDOWS SERVER 2 DSSUBDESKTOP WINDOWS DESKTOP 2 T7885 MCAFEE WINDOWS AV CLIENT 2 T7448 WINDOWS SUPPLEMENTAL FULL CONFIG 2 DSTG191 TECH GLOBAL EVOLUTION SERIES 191NCH NON TOUCH 1 PMKN4012B PORTABLE PROGRAMMING CABLE 1 HKN6184C CABLE CH, PROGRAMMING,USB 1 RVN5224AH PURCHASED SOFTWARE,CPS R15.00.02 GLOBAL APX DVD City of Fort Worth,TX December 5 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted 5-3 I T7914 RADIO MANAGEMENT ONLINE 2500 UA00049AA ADD: RADIO MANAGEMENT LICENSES ONLINE City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted 5-4 SECTION 6 MAINTENANCE AND SUPPORT 6.1 OUTDOOR WARNING SYSTEM UPGRADE The below listed maintenance services have been included in this proposal,at no charge for the first year.Additional pricing for out years has been provided on the pricing page. Short Description Detailed Description Annual extended Annual extended SW support for OWPSL-0191,2nd through max 7 OWPSL-0191 years. Includes Same Business Day telcon support. Remote access Application Software required.Annual service includes bug fixes and telcon support. Does not Warranty Support include upgrades,OS (Windows), InTouch application software,ACE Firmware,AntiVirus or other applications. Annual extended Annual extended SW support for OWSSL-0191, 2nd through max 7 OWSSL-0191 years. Includes Same Business Day telcon support. Remote access Application Software required.Annual service includes bug fixes and telcon support. Does not Warranty Support include upgrades,OS (Windows), InTouch application software,ACE Firmware,Antivirus or other applications. Annual extended Annual extended SW support for OWNWS-0191,2nd through max 7 OWNWS-0191 years. Includes Same Business Day telcon support. Remote access Application Software required.Annual service includes bug fixes and telcon support. Does not Warranty Support include upgrades, OS(Windows),ACE Firmware,Antivirus or other applications. Annual extended Annual extended SW support for OWF-191SW,2nd through max 7 OWF-191SW years. Includes Same Business Day telcon support. Remote access Application Software required.Annual service includes bug fixes and telcon support. Warranty Support Annual extended Annual extended SW support for OWC-191SW,2nd through max 7 OWC-191SW years. Includes Same Business Day telcon support. Remote access Application Software required.Annual service includes bug fixes and telcon support. Warranty Support Annual extended Annual extended SW support for CWS-191SW, 2nd through max 7 OWS-191SW years. Includes Same Business Day telcon support. Remote access Application Software required.Annual service includes bug fixes and telcon support. Warranty Support The above stated maintenance covers the proposed OPTI WARN hardware/Software.Motorola supplied APX4000 radios and ACE 1000 units will be covered via the spare parts cache included. Any maintenance services required for the ACE 1000 units or onsite support will be available on a time and materials basis. City of Fort Worth,TX December 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Maintenance And Support 6-5 The estimated per unit price for an additional spare ACE 1000 equipped with the APX4000 radio is$4360 The below listed software upgrade subscriptions(for out years)have been included in the proposal pricing page: DescriptionShort Software Upgrade Software Upgrade Program starting with 2nd year. Max 7 years. Program for OptiWarn Includes OptiWarn Applications, OS S/W, InTouch S/W,ACE STS S/W. Control Center Primary Provides service packs and upgrades if applicable. Does not include Server License OWPSL- OptiWarn computer hardware if required for upgrade.This does not 0191 for:5191 Sirens include services for the upgrade.Contact ITS for upgrade services quote. Software Upgrade Software Upgrade Program starting with 2nd year. Max 7 years. Program for OptiWarn Includes OptiWarn Applications,OS S/W, InTouch S/W,ACE STS S/W Control Center Provides service packs and upgrades if applicable. Does not include Secondary Server OptiWarn computer hardware if required for upgrade.This does not License OWSSL-0191 for include services for the upgrade.Contact ITS for upgrade services :191 Sirens quote. Software Upgrade Software Upgrade Program starting with 2nd year. Max 7 years. Program for OptiWarn Includes National Weather Service Software and Application only. Control Center National Does not include OptiWarn computer hardware if required for Weather Service Option upgrade.This does not include services for the upgrade. Contact ITS for15191 Sirens for upgrade services quote. Software Upgrade Software Upgrade Program starting with 2nd year. Max 7 years. Program for OptiWarn Includes OptiWarn Applications and ACE CPU Firmware. Provides FEP OWF-191SW service packs and upgrades. Does not include ACE or Radio hardware if Application required for upgrade.This does not include services for the upgrade. Contact ITS for upgrade services quote. Software Upgrade Software Upgrade Program starting with 2nd year. Max 7 years. Program for OptiWarn Includes OptiWarn Applications and ACE CPU Firmware. Provides CEN Unit OWC-191SW service packs and upgrades. Does not include ACE or Radio hardware if Application required for upgrade.This does not include services for the upgrade. Contact ITS for upgrade services quote. Software Upgrade Software Upgrade Program starting with 2nd year. Max 7 years. Program for OptiWarn Includes OptiWarn Applications and ACE CPU Firmware. Provides Siren Controller service packs and upgrades. Does not include ACE or Radio hardware if Interface OWS-191SW required for upgrade.This does not include services for the upgrade. Application Contact ITS for upgrade services quote. The proposed ACE 1000 and radio units are not part of the Software Upgrade program.It is not expected that software upgrades will be required for these units. However if such a need does arise Motorola will present the City with the updated pricing in order to add those service to the proposed SUA contract. City of Fort Worth,TX December 5,2017 Outdoor Waming System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Maintenance And Support 6-6 6.2 GPS AND ENHANCED DATA ADD Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Maintenance And Support 6-7 SECTIQN 7 PRICING 1 HGAC 7,1 OUTDOOR WARNING SYSTEM UPGRADE Description Pricin-- Qty(152)APX4000 Subscriber Units $338,200 ACE3600/ACE1000 Hardware and Software $245,121 OPTI WARN Solution—Hardware, Software and Licenses $ 180,473 (Includes license to interface to Ft Worth's existing Weather Warn system) Turn key Integration Services $ 127,769 OUTDOOR $ 891,563 OWS (Optional)Extended Maintenance OPTIWARN ExtendedProgram Year 1 Included Year 2 $ 47,058 $ 64,290 Year 3 $ 47,058 $ 64,290 Year 4 $ 47,058 $ 64,290 Year 5 $ 47,058 $ 64,290 Year 6 $ 47,058 $ 64,290 Year 7 $ 47,058 $ 64,290 7.2 GPS AND ENHANCED DATA ADD Description Pricing Equipment Cost $ 751,706.00 Installation Cost $ 58,833.00 GPS and ENFiANCED D, ADD, City of Fort Worth,TX December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted Pricing/HGAC 7-8 7. 3 COMBINED SYSTEM PRICING Motorola is pleased to provide the following equipment and services to City of Fort Worth,TX: Description Outdoor Warning System $ 891,563.00 GPS and Enhanced Data System Upgrade $ 810,538.00 System Subtotal $ 19702,101.00 System Purchase Incentive (S100,000) (Signed Contract and PO must be issued before 12/21/2017 to qualify) COMBINED • 196021101 .00 City of Fort Worth,TX December 5,2017 Outdoor Warring System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Pricing/HGAC 7-9 Exhibit D Motorola/H-GAC Radio Communications Equipment& Systems Agreement City of Fort Worth December 5,2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Exhibit D 1 Radio CommunicationflE rnereencv Response& Miubile hiteroperability Equipment Noe 1 015 A CON I RAC I BFTWEEN HOt.'iTFON4;ALVE:STON AREA COUNCIL Iltincton, texas Alii) NIOTOR01 A SOLUTIONS,INC. Fanners Rranch,Texas '1 his Contract is made and entered into b, the Houston-Gab eston Area Council of Governments,hereinafter referred to as H-GAC, having its principal place of business at 3553 I inunoits lane, Suite 120, Houston, Texas 77027. AND, Motorola Solutions, Inc. hereinafter rel:rret: to as the C'ONTRACT'OR, having its principal place of business at Park Wcgt C-2, 15117 1,B3 Frecway. Farmers Branch.Texas 75234 ARUICLF 1: SCOPE OF SERVICES The parties have entered into a Radio Communicatiow1merggaey Response&Mobile Interoperability Equipment Contract to ticcome effective as of X.ta� 1.2015.;and to continue through April 30,2018(the"Contract").subject to extension upon mutual agreement of the CONTRACTOR and 11-GAC. H-GAC enters into the Contract as Agent for participating go.ernmental agencies, each hereinafter reteircd was END USER,forthe purchase of Radio Communication.'Emergency Response&Mobile interoperability Equipment offered tA- the CONTRACTOR. The CONTRACTOR agrees hr all Radio CommunicstioniEmergency Response & Mobile Inleroperabilit) Equipment through ttx H-GAC Contract to END 1'SERS AR I'ICLF 2: THE COMPLETE AGRF ME:NT I he Contract shall consist of the dercumcnts identified below in order of piccedencc I The test ofthas Contract ti ant,including but not hrntted to,Attachrrert A t;cine rsl Ternts and Co-,dititrns 3 Proposal Specificattons iVo 8.105-15,nuJudnrg any relevant suffixes 4 C'ON'TRACTOR's Response to Proposal No RA05-15,including but not limited it),prices and option.,offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract,and snail constitute the cu;rtplc(c agiceinent between the parties hereto.This Contract superutles an),and all oral or written agrrementsbethwecrt the parties relating to matters herein Except as trthcrwtsc prc,w ided her cin,this Conmict cannot be nutdified without the written consent etf berth pulses ARTIC i F.3: LEGAL AlJTii0RIT1' CONTRACTOR and H-GAC warrant and tepi Bent to each other that they have adequate legal coonse:l and authortly to enter veto this Contract The governing bodies,where apphc.hi c.have authorized the signatory officials to enics inter this Contract and bind the parties to the ternts ofthts Contra,:,and any subccgascnt iniendnienli thereto %R'1'1('I,E'4: APPLICABLE LAWS The partied agree u)kondu4t all acUvitses under`this Ctintiact in accordance with all applicable rules,ieguhations,drrecl.wcs,issuances, ordinances,and lase in ellect or promulgated during the terns of flus Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contrut and the rendering ofservices prescribed by this Contract do not change the independent status ofH-GAC or CO\'1'RA(TOR No provision of this Contract or act of H-GAC in periarmstrtcc of thus Contract shall be constnied as making C'ONTRAC 1 OR ifs agent, servant or einplorrc to' II-GAC, the State of Texas or the United States Government Employees of CONTRA I OR are subject to the exclusive control and supervisFion of CONTRACTOR. CONTRACTOR is solely r espoty ible for employee paytulls and claims ansmg lhereliorn ARTICLE:6: END USER AGRF.EWNTS 11-(:.1('a4tl rT,rt+dedees that the END t�SER rata%,choose to enter into an Find User Agiccnicnt with the CONTRACTOR through this Contract ai id th.a the term of said Agrewnicry ntat esc•erd clic term of the H-GACC contract i loowV%er this acknuuiedgement is not to be construed as ll-(.A("s cndurwmenl or apprm al ofthe I.nd User Agreement termcand conditions. CONTRACTOR agrees not to ofierto, agree to or accept from ENI)t SER any term;or conditions than conn iet with or contravene tlwde in C'ONTRACTOR's H-GAC contract Further,lesnwtation of ill's Contract for any rcaaon shall runt result in the termination of the underlying i rid i)ser Agreentcrttsentered into brio cert CONTRAC UOR and any END I iSKR tMiich shall,in each instance,contintic pursuant ter thwir sinicit terms and duration 'The only: cftcet of tcrnurwtion of this Contract is that CONTRACTOR will no longer be able to enter into any ncvk Etincl User Agreements HtthEND ITSERS pursuant it)this Contract Applicable 11-(:A(' order piocessing ch:atges vtrll be due and payable to H-GAC on any End User H Re'r-011 r 4K, f ru,pMenWv1 1Ulu soturi"4w Inc Is pv Radio Communication/Emergency Response& Mobile Interoperability Equipment Pape 2 of 5 Aereements surviving termination of this Contract hetwecn it-GAC and CONTRACTOR. ARTICLE 7: SitJBCONTRACT:S&ASSIGNMENTS CONTRACTOR agrees not to subcontract.assign,transfer,convei,sublet or otherwise disperse ofthis Contract or any riot,title,obligation or interest it may have therem to any third party without prior written notice to[I-GAC. 11-GAC reserves die right to acceptor reject any such change CONTRA(TOR shall continue to remain iesponsible fur all pertixmance under this Contract regardless of any subcontract or as.4pimenl 11-CACshall he liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees AR rwLE ft: EXA:MIN'A ION he'l l)RE'rEN TION ON CONT RAC TOR'S RF(`OHVS CONTRACTOR shall maintain during the course of it;w)rk,complete and accurate records of items that are chargeable to END USER under ihis Contract 11-GAC,through its staff or its designated public accounting firm,the State of Texas,or the United States Government-4 all have the tight at anN ieasonable tinie to inspect cop,and,audit thuse recurds on or uffibe premises ofC:OWRACTOR. Failure to pruvide access to Icent dsmay lwcausefor term ination ofthisConti act CONTRACTORshalImaintaioaflrecotJipertinent tothis Contract for aperiod ofnot less than five(3)calendar years 1iom the date ofacceptance of the final contract closeout and until any outstanding litigation,auditor claim has been resolved The right of access to records is not limited to the required retention period,but shall last as long acs the records arc retained. CONTRACTOR further agrees to include to all subcontracts under this Contract,a provision to the efTect that the subcontractor agrees that H-GAL'S duty auithoi ized representatives,shal 1,until tic expiration of five(5)calendar years after final payment under die sutxontract or until all audit findivigs have been resolved,have access to,and the right to examine and copy any directly pertinent books,documents,papers, Invoices and records of imh subcontractor involving any transaction relating to the subcontract To the extent allowed by law- nothing contained herein shall authorve H-GAC and/or END t fSER to audit confidential information regarding product cost .ART'I('I.E 9: RE.110WITS6 REQUIREMENTS CONTRACTOR agrees to submit repurts or other documentation in accordance with the General Terms and Conditions of tfte Proposal Specifications. if C'ONTRAC'TOR fail,to submit to iI-CAC in a timely and satisfactorry manner any such report or documentation.or citherw•Ise tails to saustaciorrly reader performance hereunder,such failrirr may tx considered cause fur termination ofths C'uotract ,ARTICLE 10: MOSTFAVORED CUSTOMER CLAUSE IfCONTRAC1 OR at ane time during a contract period,routinely enters into agreements with other vo>tcntmr:ntat customers wtthm the State of Texas,and offers the same or substantially the same products onered to H-GAC on a basis that provides prices more tAvorable than those pro%ided to IUCAC.CONTRACTOR shall within ten(10)business days thereafter notify H-GAC of that offering T•he contracl with H-G.AC'shall be dermcd to be automatically amended and cllectivc retroactively to the ep'ective date of the most favorable contract, wherein C°ON'TRAC'TOR shall provide;the same quantity discount to I 1-GAC and its I•.nd t Jscrs for equal or larger orders purchased the tmc quantity and utttfcr thesame c ire unrstaitc4. It shall have the right and option at any time to decline to accept any such change, nt which case the amenclnicnt shall be deemed null and void. if CONTRACTOR believes any apparenily more favorable price charged andior otlered a customer eirinng the tarn of this agreement is not in tact most favored treatment,CONTRAC'T'OR shall within ten(10) business days nuutj 11-(;A('m writing,setting finite the detailed reasons CONTRACTOR beievesafixesaid offer which has been deemed to be a most favored ucatment,is not to fact most favored treatment H-GAC,after due consideration of such written explanation,may decline to actxpt such explanation and thereupon the contract hLtwiten H-GAC and CONTRACTOR shall be automatically arncnded, cf(ective ietivactivcl),to the ctfective date of the most favored agreement,to provide the same prices to H-GAC The most tae ured price structure set forth in this paragraph shall not apply to any pre-existing contracts Contractor has it)Ute State of l ctias 'I he tenn"Fre-e.rrsting contracts"shall refer to contracts in existence as of the original effective date of the IIGAC contract, i c 511115 The Parties agree that the a(tove ytt t'pten inion til>all trot apply to the sale of large communications system%(one million dollars (A I.UUU,ODU.UU)and above). The term "Communtcutions.System' shall refer to a project that includes the sale of infntstructure hardware and/or software.user dev ices,:and Motorola engineering and instal lat ton service The contract fora"Communication System"will always have a Statement of Work and an Acceptance Test Man 'I he i'arue:accept the ItillowitrK definition of routine .4 prercrthcGf,cfetciiled cniri-c rrj'nc,trirrr to fico fraElex I'a:alr gitftrrfo:astctruirtrd procedure. ARTICLE 11: SEVERABILITY All parties agree that should any provision of this Cunuract be determined to be invalid or teen t'orecable,sucli determination shall not aftM any other term of this Coattract.%ouch shall continue in full force and effect 11'(()N'rRACMRadv,�,Cammumra'.i 1W11mcrgc,wy ke3�rse&Moa,,k 1ntoitnv%vhdvty h1mnm¢ntitwt,w(o,a Sohoo,ti,,Inc TAl15-15.19 Radio Communication/Emereenev Response.& Mobile Interoperability Equipment PAFe 3 of 5 ARTICLE 12: PISP1'TES Ali,,and all disputes concerningquestions of fact orof lawarisingunder this Contract,which are pert disposied ofby agreeineat,shall be decided by the Executive Director of H-CMAC or his designee.wiio shall reduce his decision to writing and provide notice thereofto CONTRACTOR The-decision,of the Fxecutwe Director or his destgnee shaft be final and conclusive unless,within nitric (30)da}°s from the date of receapt of su.;h notice,CONTRACTOR requests a rehearing twin the Executive Director of H-GAC. In connection withh any rehearing slider this Arricir,CONTRACTOR .hall he afforded an opportuniN'to be heard rind offer evidence In support of its position 'fhe dectsion ol'the 1-xecultve 0trector atter in,, such rehearing shall he final and conclusrce CONTRACTOR may,if it elects to do so,appeal the final and conclusive decision of the F'xec:utive DirLetor to a court of competent jurisdiction. Pendingfinal decision of a dispute hereunder, CONTRACTOR shall proceed diligently c+tth the performance ofthis Contract and in accordance with H-GAC'S final dectssion AR"rTCLE 13: LIMITATION OF CO\1'RAC"I'OR'S i.JAHiLITV Except as specified in any separate writing between the CONTRA('FOR and an END USER,CONTRACTOR's total liabtlity under this Contract,whether for breach cif contract,warranty,negligence,strict Iiabdity,in tort or otherwise,but excluding its obligation to indemnify H-GAC dcwribed in Article lei,is linuted to the price of fhe particular productv'serviccs sold hercutdcr,and CONTILACTOR fees either to refund the ptuchaNc price or to repatir or replace product(s)that are rat as warranted In no event will CONTRACTOR he liable for any loss of u_w,loss of time,aiconvenmence,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 ane amounts determined by 11-GAC,its independent auditors,or any agency of State or Federal government to have been paid in viclation of the terms ol'this Contract. ARTICLE 14: LIMiT OF Ii-GAC'S I MBILITV ANtiD 11 IDEMNIFICATTON OF H-GAC H-CAC's liability wxier this Contract,wfiether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,is limited to its older ptoccssuig charge In no event will H-GAC be liable fol any loss of list:,loss of time,inconvenience,commercial los&lost profits or savings or other Incidental,special or consequential damages to the full extent such use may he disclaimed by law. Contiactar agrees,to the extenr permitted by Iris.to defend and hold harmless II-GAC,its board members,officers,agents.officials.employees,and indeowities from any and all claims,costs.expenses(including reasonable attorney fees).actions,causes of action- iudFments,and liens ansiag as a result of C'O STRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify,I I-GAC of the threat of tawsuit or of any actual suit filed against CONTRACTOR relating to this Contract AR 1'ICLE; 15: '1 ERMINATTON FOR CAUSE H-GAC may terminate this Contract tiir cause based upon the failure of CONTRACTOR to comply with the tenits atidlorcoiiditiotisofthe C ontract,provided that I1-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S faiture. if cctthin thirty(30) days tiller receipt of such notice, CONTRACTOR shall not have either corrected such failure.or thereafler proccecded diligently to complete such correction,then I1-GAC may.at its option,place CONTRACTOR in default and the Contract shall terminate on the date tipke:lfled In such not cc CONTRACTOR shall pay to H-GAC anyorder processing charges dtw from CONTRACTOR nn that portion of Nie.Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARi'ICLE: 16: rF.RM INA TION FOR CONVENIVNCF: Either H-GACor CONTRACTOR may cancel or terminate this Contract at anytime by giving thirty(30)days written notice to the other, CONTRACTOR may he entitled to payment from END BSER tier 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 than portion of the Contract actually perfiirmed by CONTRACTOR and Cor which compensation is received by CONTRACTOR. AR IICL E 17: CIVIL.OND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perf-brni under this Contract in conformance with safeguards against fraud and abuse as set forth by H-CAG,the State of Texiis.and the acts and regulations of tiny funding entity.CONTRAC:'1'OR agrees to notify H-GAC ofitay suspected fraud,abuse or other criminal activity related tothis Contract through tiling ofa written report promptly atter it beeeotncs aware ofsuch activity. ARTICLE: 18: GOVERNING LAW&VENUE This Contract shalt be governed by the laws ol'the State of Texas. Venue aril jurisdiction of any stat or cause of action arising„under or in connection with this Contract shall lie exclusively in Hants County,`rexas. Disputes 1is"[w'een END USER and CONTRACTOR are to be resolved in accord with the law and venue rules ofthe state of purchase CONTRACTOR shall immediately notify H-GAC ofsuch disputes ARTICLE 19, PROCEDURAL STEPS ENLAIERAITI)FOR SALFIN TO END USERS I. All Coopci ative purchasing business will he processed in acme<laoce with I1-GA(."s lxa}rc tc alkh proeedw'es,at ear xeted pi ices,and shall Include approved order processing charges ... END USER will access the Cooperative Purchasing Program through the II-GAC website and or by submission of any duly tI,C0NTRAi"I:tiirtadi.t'r,rnmi:nr.::�tuxrtl:n�iv�,cnep Resr Ww. K Nl.,hilr"mopnrab&IN I.yuipmLa Motmala SWuuonc,r7c IRA05-I5 I4 Radio Communication/Emergency Response& Mobile interoperability Equipment Page d 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 orders)electronically through C'ONITRACTOR'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 11-GAC CONTRACTOR wall deiiver productslscrvlces as specified by the contract between CONTRACTOR arid H-GAC, and Invoice each END USER Ibi (1)pioducts(scivices purchased and(2)H-GAL'S applicable order processing charge. 5 Upon dehvcnr,acceptance,and receipt of an H-GAC C ONTRA(JOR'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 t1-GA('on a monthly basis For orders of$100.000 or more,CONTRA(-COR will promptly pay to ll-GAC tory order processing charges duc,and in any case not later than forty-five(45)calendar days after receipt of End User payment by Motorols 7, Failure to promptly remit iI-GAC"a order processing chargees may result in sanctions including,,but not limited to,contract termination 8 CONTRACTOR shall be responsible for delivery and acceptance of tach unit by END USER.according to the requirements of the sNclfications,this Contract,and purchase order issued to CONTRAC'011 by an END USER All wNuired equipment is s9s shall be borne by CONTRACTOR. 4 CONTRAUFOR sha11 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 ftrr any specific purchase order when requested. 10 All prices are 1.O B END USER'S location with all transportation charges prepaid and included in any invoice. 11 All pricing shall be based on the current contract unless the H-GAC CONTRACTOR prior to receipt of END USER's purchase order for delivery of any productstsetvices has received H-GAO's prior written approval for any price increases 12 The tl-GAC CONTRACTOR agrees to accept the terms of this agreement and to conduct all transactions based on pricing anti other mmsofthe contract including,but not limited to,the applicable H-CAC order procmmg charge. The CONTRAC'l'OK agrees to encourage END USERS to execute authorizing Interlocal contracts with ll-(;AC. AR I]CLE 211: LIUUiDA 1-ED DAMAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed_ ARTICLE 21: PERFORMANCE BOLDS FOR INDIVIDUAL ORDERS Except as described below for fire apparatus,CONTRACTOR agrees to provide a I'erfoimance Bond atthe 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 FIND USER Failure of CONTRAC'T'OR to provide such perfomiance band within ten(10)days of receipt of END USr,R's order ma4 constitute a total breach of contract and shall be cause for cancellation of the order at END USER's sole discretion END USF,R may choose to delete the requirement fora Peifonmance Bond at END USER's sole discretion. Ifthc bond requirement iswaived,FN D t1SF.R shall be entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond ARTICLE 12: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall Immediately notify H-GAC,in vvi•Iting,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 in anyway by such change. H-CAC shall have the right to determine whether or not such change is acceptable,and to determine what action shall be warranted,up to and inckiding cancellation of Contract. ARTICLE 23: LICENSING REQUIRED Bl"fEXAS N,1O`l'OR%'FillCLF BOARD 11FAP4PyCA8l F,( CONTRACTOR wilt for the duration ofthis Contract maintain current licenses that are required by the Texas Motor Vehicle Commission Code il'at anv time during this Contract period,any CONTRAC.TOR'S license Is not renewed.or is denied or revoked,C:ON111A(70R 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 ofall current applicable Texas Motvi Vehicle Board documentation to H-GAC upon request 11 SCtINi"R W)S'_R s4'o C�anm r.^�.Kuuuau'Panc�gca y R4r-,pm,,;v&A?obilv Inten�per:�t�9R}r-u,upmc+tl,Mty0r01U Snit orris,inc TAUS-115 14 RAd1Q Commildisftfigli/Emuleggv RafiawLA Mobile Ifittroner"blilILL, ttl Puce 5 of 4 IN WITNESS WMMOT,the parries have roused this Cpct to be executed by thcIr duly auti oti:ed mptcaetttatives, Stgnsd idr Housts"atresian Atis CON11 %HOM rt,Tsxw -kg ' to fie,PACWltvc DlrettOr f � Auer 6r ttswiss�t3alrensn Arts Cosarl%Haustorr,Tax m- o nx ck,I t otPul�firneas Date:— 518,ed rvr tdmesrots 5ol+attasa,� Femnn&aT'Ch.TesuB. _ (� �t,�.crc t w Pr)nk4I mnsA Tit'c. C-8V. wT q k%,Lv,� 1�l�,�a f Y f z„4* Dife Anus for Molumb Setsltans,Inc. Farmers a moh,Tartu PtinlodTftlla&71Ve, �wokrcA, aertac MSS51 • P. Ektio It tCQtrSA.ACTS+AaJ aCarnw'tit�vu'U.n+rittMrpseX RnrraW�MoOiMtntrsa0rrsh;tiayF:�;+tnttrtk�lr�gea4So�utbrvt.rms.utAD3•ti.k4 Attachment A Motorola Solutions,inc. Radio Communication/Emergency Response&Mobile Interoperability Equipment Contract No.:RAGS-15 Product Description Base Offered Cate ory Price Per the RFP Atowela has included an Electronics Catalogue(ECAT disk)onSee APC OA,Oft.OC a CD mediain lieu of listin,C each individual productand its options. In I'hscounts per I-,(:A addition, Pncei�rwl. addition,a discount APC sheet is attached in the pricingsection and used to 1.I rice cuve cafrwilate all indirddual prices within the SCAT&L 1 412 15 OD Motorola Integration Services LMR MW.orola ofli:rs dice range of services including Integration,Installation and Tra:ntng. The cast of thew titry ices is re,-;ona' in mare Samples bels:w are Itsted for reli;rence only OD Pla^l Ma1uu smn:a DJ1b' Rats• S I s15.t)o OD Svstem Technolow"it Darli Rare' S 2,173 OX) OD Standard Shoo Instal:ation Hourlv Rate* $ 150.00 OD Standaril Shop Installation Daily Ra-X0 $ 1 20X100 OD Mobile Radio Installation* S 180-5501)= OD Radio Ptotuammins' $55-$125 Of) Data Installat:or.' $130-5423 *Prices urw, v„ry t Reston and Stated Scu v.Travel Nut Included OD Mutoruls Integration Services Advanced Servicer Mworola often aide range of services inclod,ing integration,Installatrx and Trammg the cost of these services is regional in nature Samples below are lusted for reference only OD K69-1-1 Consoltin Services-Daily Rate' $1.694 OD Security ProtecuPro ram Mana mens-Daily Rate $1.694 OD Wireless Security Techntcwn-Daily Rate' $1.580 OD Security Penetration fester iWired Neiworkt~Datly Rate' $1.584 OD ScculrNTrainer-Dail. hate' $1.328 OD A pltqh(rn Security Code Revicukvt-Daily Rate' $2.033 OD IT Incident Response and F-Discovery Assaanee-Daity Rate* $I 6144 OD IT Disaster Recovery Planrwt-Dago Rate' $1-530 OI) IT Disaster Recovrry Plan Tester-Daili Rate` $1.580 OD $ursness Continuity/Continuity oft;overnmew Planner-Daily Rate' $1.580 OD Butznecs ContrnurtvrContinutty ot'Government Plan Tester-Daily Rate, SI.j80 OD Mobile Appit2tion Services Pro ct Manauentent-Mit”Rate* $565 (it) Mobile Application Services Solution Architech-Dade Rate' $2.033 0D Mobile Applicattor.Services Appitczawn and Solution Design-Dai'y kale" S2 tri; Mobile Apphcrttion Sen ices Application and Solution lnrpletnentatton-Dail} Rate' $ ,03-i 0D Application Imeg.atton and Customizaiton Services Prolcct Management-Darr• $1,694 Rate' OD Application[wegration and Customuation Services Solution Arch ite.h-Daily $2,033 Rate" Oi) Application Integration and Customization Services Application and Solution $2.033 Ucst gn-Dally Rate' OD Application Intetzrution and Customization Sen ices Application and S,,iruton $1 h94 Implrmcwat on-Daily Rate' OD Unified Communications Services Proicct Management-Daily R.ttc' $1-694 OD 1Ini led Communications Services Solution Architeoi-Dail Ra--C' $2.033 OD Untficd Cttmtnunications Soo vrccs 1ppltcittron arld Solution Design-Daily Rate $2.033 OD Unihi:J Conirnunwattons Services Aplihutnon and Solution Implementation $1,694 Daily Rate' Page I oft+ (H) C ns-iwlnen,Scrv�ccs Protect Alanaaement-Daily Rate" $1.694 OD t;r rnsuitina Sci vices Svsteri Ertetnerr-Daily Rxtc' $1,69.1 OD lbnsuainiz Services Solution Aichaech-Daily Rate' $2,033 OD ConSultm6 Suv+cv-Internet TlFotoco:Nc:cvvrk A,cessnu•u!-Daily Rite' $2,033 ()D Ccn,ult,nc Servic5 11'Network Desren and Inteeration-Dail Rate` 52.033 00 Cun.1110ng Sci occ,;TT'W,dc A,ca Nctvturk Rack-haul Design and Intet;-aiirn- $2.033 Dark Ratc• O1) Consulting Services Cusrocmr Nctwurk Interiiice Design and integration-i7: v 52 J 3 Rall DISCOUNTS ECATPRICEBOOK 001 Portable adiophone( ortab es) 20% 020 CAD qu pmen List 039 CAD Equipment 5% 068 C;AD Equipment 10% 232 quipmen 5% 297 CAD Equipment 5% 330 quipmen 5% 333Equipment 10`Y0 548 CAD Equipment10% 702 CAD Equipmerl List 850 CAD EquipmentList 879 uM Equipment List 961 CAD Equipment List 040 Data Applications 15% 041 Data Applications 10% 041 Data Applications 10% 153 Data Applicatfors 15% 343 Data Applicatfors 10% 670 Data Applicatfors List 766 Data a pp ca tons List 177 Data 5ubscriber Devices 15% 185 lata Subscn er Devices List 736 Data 5ubscribei Devices 22% 855 Mata subscriBer Devices 10% 006 Dispatch 5ervice 5% 768 Dispatch service List 118 Dispatch Solutions 10% 124 Dispatch c o u ions 15% 129 Uispatch Solutions 20% 147 Dispatch Solutions 10% 185 Dispatch Solutions List 202 !spa c o u tans 15% 207 Dispatch c Solutions 10% 226 aspa ch Solution s 15% 228 D'SPatCh 5011.1tiOnS 30% 22gDjspatch Solutions 13.50% 261DispatCh Solutions 5% 322 Dispatch Solutions 15% 404 DISPEItCh 30100flS 20% 415 aspatcliSolutions 10% 443 Dispatch Solutions 20% 454 Dispala botutions 15% 520 n1spatch Solutions 10% 524 Dispatch Solutions 10% 660 Dispatch Solutions 10% 706 Dispatch Solutions 20% 708 Dispatch Solutions 17% 729 Dispatch Solutions 17% P;ww Irl6 740 Dispa'ch Solutions 15% 892 MI patch Solutions 10% 214 ixe ata Products 1010 275 Fixed Data Products 10% 342 Fixed nata Products 10% 382 Fixed Data Products 10% 403 Fixed Data Products 15% 455 Fixed Data Products 15% 469 f-ixed Data Pcducts 10% Ogg Hxed f3ata Prcduclis 1010 708 Fixed Data Pfcducts 17'/c 222 Hxed Ne%vo*Equipment 15% 329 Fixed Netwo*Equipment 10% 381 Pixed NevokEquipment 15% 207 Fixed Station Accessories 10% 273 Fixed Station Accessories 10% 277 Fixed Station Accessories 20% 457 Fixed Station Accessories 20% 515 vixed Slation Accessories 20% 524 ixe Station Accessories 15% 525 Fixed Station Accessories 15% 856 rixed:5tation Accessories 10% 207 Fixed station Antenna 5ysierns 10% 005 i-Ixed Stations 20% 112 Fixed 5tations 18% 225 Fixed btations 10% 281 Fixed Stations 18.50% 301 Fixed Stations 2080 360 F-Ixed Stations 21.50% 37' FixedStations 17% 417Fixed Stations 10% 424 Fixed stations 15% 425 Fixed Stations 15% 448 Fixed Stations 20% 474 Fixed stations 23% 509 Fixed Stations 21.50% 512 Fixed Stations 23% 537 Fixed z5tations 21.50'!0 590 Fixed Stations 21.50% 595 rixed Stations 18% 643 Ixed Stations 15% fi75 Fixed 5tations 20% 880 Hxed Stations 21.50% 744Fixed stations 20% 811 Fixed Stations 5% 881 Fixed Stations 15% 015 Fixed Wireless Broadband 20% 075 r Red Wireless E3roadband List 224 Fixed Wireless Broadband 15% 800 Fixed Wireless E3roadband List 832 Fixed Wifeless Broadband 10% F FixedWireless roa an 15% FixedWireless Broadband 15% xe re ess roa an 150x6Fixed Wireless Broadband 15% Fixed Wireless Broadband 15% 901 Lifecycle Services List 902 Lifec cle Services list 903 Lifecycle Servsces List 904 tfecycte Sery ces List 905 .i ecyd e Seryces List 051 TE 10% 052 - 101/0 053 TE 10% 054 LTF 10% 055 10% 056 Lit 10% 057 LIE 10% 058 L 5% 059 Lit 10% 063 LIE 177. 063 LIE 10% 065 LIE 10% 10° 375 ELIE List 708 17% r-4 List TE List L TE List 823 arra mance List 983 m atn mance List 554 , o +e Accessories 15% baa Mobile Accessories 15% 879 Mobile Applications 5oftware 10% 038 Mobile 5tations 10`,t 103 MoSile Stations 26,5O% 1 U9 o bile Stations 26.50% 159 WoSile Stations 2U/o 189 Mobile 5tations 15% 276 Mobile Stations 25°7O 287 Vobile Sta-Mils 1U�fa 374 Vubile 4a,uns 15S 426 mobile to)oris 25% 4 Nfobtle 5tations -25% 484 ate to oars tU% 500 Mobile btations 25% 514 0 bile btations 25% 518 Mobilp 1,51ations 25% 527 Mobite, a.tons 25 i, 571 MObde axons 1516 385 Mobile axons 25% 652 V.01le 5tations f, 6S5 Mobile btatiors 25,10 656 Mobile 51anors 25`l0 761 Mobile btaliors 251/6 775 .o to a.iors 16.50% 776 Mobile Siatiors 20% 792 Mobile Staliors 20% 869 Mobile btations 20% 922 a i e at!o-r's 20% 422 MQJQfHUU 10% 475 C% 516 H 557 MOTOTRB 563 MOTOTRBO 'C% 777 MOTOTRSO 1C%a 131 Network Products 1CC/o 147 lNerNork Products 10°h i".L4•.3 r f 207 Network Proeucts 10% 232 Network Proaucts 10% 708 Network Products 170ir 136 agers ece ver 15°% 169 agers eceiver 20% 452 Pagers/Receiver 15% 361 aging eo evers 15.00% gay aging ec evers 15°tix 940 FlagingtHecievers 15% 941 aging ecievers 15% 004 PO(IaWe Radioplone t a a es 20% 008 Porlable Radicpone(. c a es 20% Por.able a op one o a es List 019 PUrlabtea rop one( orta es) List 027 Portable a op one( ortab es) List 037 Portable Radioplone(Portables) 10% 087 PortabIC Radiophone (Portables) 10% 158 Portable Radiopnone(Portables) 20% 185 FlorlaMe Radiophone(Portables) List 187 Poflable a ropnone(Portables) 15% 205 Poftabie Radiophone(Portables) 25% 271 Portable, a ropnone(Portables) 25% 291 Portable Radiophone(Portables) 25% 320 Portable a iop wne(Portables) 25% 332 Portable a rop one(Portables) 201A 362 Portable Radiophone t o a es 20°% 372 Portable Radiopone(Portables) 201!0 402 Portable Racfiopone o a es 20% 407 Portawe Rachophone(Portables) 25% 414 Portable Radiophone(Portables) 20% 426 Portable Radiophone(Portables) 25% 430 Poriable llad7icihone( c a es. 20% 442 Purlable a rop tune orta es 20% 453 rable Radsovione t artaoes 20% 45G Poratme RadiopFione(Portables) 20% 458 Portable . ad op lone(Portables) 20% Portable a rop one(Portables) 25% 476 Portable Radiophone(Portables) 20% 481 Portable Radiophone(Portables) 25% 483 Poriable Radiophone(Portables) 25% 575 Ponbte Radlophone(Portables) 20% 521, Portable Radiophone a apes 25% 536 Horlable Radicipione (Portables) 25% 562 Flor4al3le Radiopiionc(Portables) 25% Portable a ,oph one( orta es) 10% 577 Portable a aa�op ane( c ao es) 20% 619 Poirtable Radiophone(Portables) 15% 626 Portable Radiophone(Portables) 20% 654 �9ortable Radiophoqe o a es List 655 Porlable Radiophone. a a es 25% 656 Porlable Radiophotie o a es 25% 672 Poilable, a rop vne , orta es 33,50% 687 Porable Radiophoie, onac es 20% 721 Portable Radiophone (Portables) 25°/, 726 Portable Radiophone(Portables) 25% 742 Portable Radropnone(Portables) 25% 749 Portable Radiophone("Portables) 33.50`/c 755 lPorlable Radiophone(Portables) 25.00°% 756 lPortable Radiophone(Portables) 25.00°70 I'a�r�vin r 785 Ponable Radioprione;Portables} 250h 795 Portable a •op one orta psi 25°t 798 Portable Rad cp one;l c, a es; 25°% 837 PoraBle a diop one o a es) 25% 841 Portable Radiophone orta es 33.50% 883 Portable Radiophone t o a es 15% 977 Porlable Radiophone o, a cs; 10% 390 Professional Servces Ust 659 Fiofession4l List 659 Professional Ser7ces List 670 Professional essiona ervices List 842 Professional Services Lis', 577 . ecevers 21 50% 512 Receivers 2311A 43 e.-eivers 15% 6qg Records Management boftware 10% b It,rur s lana carr.:�"Wh%.uc List 137 secure solutions 5''a [01 Secure Solulons Q ie 229 Secure.a uuors '64 ro 462 Secure Solutions 10% 524 secure Solutions 15./0 525 5ecure Soluticins 16% 519 ecurnty Lis, 519 Security List 561 ScrVeelMaintenance List 769 .ervice aintenance List 769 ervice a n enance t ist 772 1 ervice aintenance last 923 ervice :57enance List 293 ervice! a+n enance List 195 software Upgrades,'Flashport List 371 Soffware UpgiadesTlashport List 430 Software UpgradeVFlashport 20% :62 est .quipmen; 20% 854 7est EqLtomen, List 293 Tiammy-Prolessmial Sermees List 039 Trunking Products and Systems 5% 85 Trunking Products and Systems ems 15% l t 4 Trunking Producls and Systems 18% 115 1 rug ing Products and Systems 10,10 n.ir ing Frujuds ano gyslerrs 20% l801 runking Products and 5ystems ?8.50% 181 1 runking Products and Systems 8.50% 377 frunking Proaucts and 5ystems 17% 495 Trunking Products and Systems 151/0 593 Trunking Riolucts a- ys ems 23",, 708 Trunking Prodzicts an4j,Systems 1Tla 877 Trunking Products and bystems 18,50% 002 eoSolutions 10 G 380 Video Solutions 10% 488 7ideo Solutiolls I C)% 964 Warranty List 606 Wireless Mobility 16% 832 Wireless Mobility 10% 907 Wireless Mobility 15% 908 Iftfeless Mobility 15% 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; 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 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. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Exhibit E 1 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. 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 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. Motorola Solutions Confidential Restricted Exhibit E 2 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. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income,profit,and franchise taxes of Motorola)by any governmental entity. 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 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 City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Exhibit E 3 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 two (2)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, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. 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. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Exhibit E 4 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, solicit the employment of, or recommend employment to any third party 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. 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, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in accordance with the laws of the State of Texas. 17.3. Failure to exercise any right will not operate as a waiver of that right,power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. 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. City of Fort Worth December 5, 2017 Outdoor Warning System Upgrade Use or disclosure of this proposal is subject GPS and Enhanced Data Add to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Exhibit E 5 Official of the of:fbrt Worth,Texas WO RT I CITY COUNCIL AGENDA F( RTI COUNCIL ACTION: Approved on 12/5/2017 -Ordinance No. 23027-12-2017 DATE: 12/5/2017 REFERENCE C-28495 LOG 04MOTOROLA GPS/OUTDOOR NO.: NAME: WARNING PURCHASE AGREEMENT CODE: C TYPE: NOW PUBLICNO CONSENT HEARING: SUBJECT: Authorize Execution of a System Purchase Agreement with Motorola Solutions, Inc., in an Amount of$1,602,101.00, Using a Cooperative Purchasing Agreement for the Information Technology Solutions Department, Adopt Appropriation Ordinance Increasing Estimated Receipts and Appropriations in the Information Technology Solutions Capital Projects Fund in the Amount of$330,630.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize: 1. The execution of a System Purchase Agreement with Motorola Solutions, Inc., in the amount of $11,602,1101.00 , using Houston-Galveston Area Council (HGAC) Contract RA05-15 for the Information Technology Solutions Department for the acquisition and implementation of GPS capabilities for radios on the Fort Worth Public Safety Communications System, upgrade of the Outdoor Warning System, and the establishment of a discount program for radios and associated equipment and services. 2. Adopt the attached Appropriation Ordinance increasing estimated receipts and appropriations in the Information Technology Solutions Capital Projects Fund in the amount of$330,630.00. DISCUSSION: The City of Fort Worth maintains a radio communications system, the Fort Worth Regional Radio System (FWRRS), utilized by most City departments and almost 50 external government entities The largest user is the Fort Worth Police Department. In addition to the standard vehicle radios, most officers carry a portable handheld radio for use when they are not in a vehicle. Technological enhancements now enable the use of GPS with the handheld radio. When in use, the location of the GPS-capable radios may be tracked. Locations of the units may be depicted on maps on computers and handheld devices such as smartphones. With this capability, an incident commander will be able to track the location of responding officers engaged in planned events, such as the races at Texas Motor Speedway or responding to requests for service. The capability is especially critical if an officer is disabled and unable to respond to standard radio calls. In addition, the proposed acquisition will also have the capability to support the City's Outdoor Warning System (OWS), consisting of 147 warning sirens located throughout the City. The use of the radio system's data capabilities will minimize the potential of unauthorized activations or disruptions of the system; provide the capability to continuously monitor the health of the system; and employ an improved user interface to more accurately tailor activations to alerts and warnings issued by the National Weather Service. http://apps.cfwnet.org/council_packet/mc_review.asp?ID=25287&councildate=12/5/2017[12/6/2017 11:59:37 AM] M&C Review Total cost of the additions from Motorola is $ 1,602,101.00. Staff recommends acceptance of the proposal and execution of the System Purchase Agreement (Agreement). The Information Technology Solutions (ITS) Department will use Houston-Galveston Area Council (HGAC) Contract RA05-15 for the acquisition and implementation of these capabilities on the FWRRS. In addition to this Agreement, the project will incur additional implementation costs of approximately $239,067.00. These will be procured in accordance with City purchasing policy and process in the course of the project. Expenses by Project OWS GPS TOTAL Motorola $791,563.00 $810,538.00$1,602,101.00 Agreement Implementation$239,067.00 - $239,067.00 Total $1,030,630.00 $810,538.00$1,841,168.00 Funding for OWS is from the FY18 IT Capital Plan and savings from the capital Rebanding Project. The GPS capability is part of the P25 Radio System Project and funds are available in that project for this effort. FUNDING OWS ITS Capital Project Fund - FY181T Capital $700,000.00 Plan Information Systems Capital Project- Rebanding Project Savings $330,630.00 Total $1,030,630.00 GPS Information Systems Capital Project - P25 Radio System Project $810,538.00 Beginning in Fiscal Year 2019, ongoing maintenance and support costs for the Outdoor Warning System will total $110,000.00 annually and will be included in the Information Technology Solutions allocation. Execution of this Agreement will also establish a four-year discount program for the City and all primary members of the TWRRS for the purchase of radios and other system equipment and services. Discounts are in addition to the HGAC discounts and require no minimum purchase commitments. 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 HGAC contract was competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. SUCCESSOR CONTRACTS—The City will use HGAC Contract RA05-15 to purchase equipment and services under the Agreement. HGAC Contract RA05-15 expires April 30, 2018, subject to extension upon mutual Agreement of Motorola Solutions, Inc. and HGAC. If HGAC Contract RA05- 15 is extended, this M&C authorizes the City to purchase similar equipment and services under the http://apps.cfwnet.org/council_packet/mc review.asp?ID=25287&councildate=12/5/2017[12/6/2017 11:59:37 AM] M&C Review extended contract. If HGAC Contract RA05-15 is not extended but HGAC executes a new cooperative contract with Motorola Solutions, Inc. with substantially similar terms as HGAC Contract RA05-15, this M&C authorizes the City to purchase equipment and services under the new HGAC contract. AGREEMENT TERMS - Upon City Council's approval, this Agreement will commence upon final execution of the System Purchase Agreement and continue for four years. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the ITS Department and approved by the M/WBE office, in accordance with the BDE Ordinance, because the purchase of goods or services is from source(s) where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager for an amount up to$100,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendation, funds will be available in the Information Technology Solutions Capital Projects budget, as appropriated, and that prior to an expenditure being made, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity Budget Reference# I Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Ron Burke (2655) Alan Girton (8484) ATTACHMENTS 04MOTOROLA GPS-OUTDOOR WARNING PURCHASE AGREEMENT 04 AO 18.docx Motorola 1295 GPS and Enhanced Data.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=25287&councildate=12/5/2017[12/6/2017 11:59:37 AM] CERTIFICATE OF INTERESTED PARTIES FORM 1295 lcfl Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-268680 Motorola Solutions Farmers Branch,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/04/2017 being filed. City of Fort Worth Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract Contract#RA05-15 GPS and Enhanced Data Add Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. Notary Publ DARNELL L. CARRILLO ic.State of Texas My Commission Expires 0 January 20, 2019 Signature of authorized agent of contracting business entity AFFIX NOTARY STAMP I SEAL ABOVE \ __ (� Sworn to and subscribed before me,by the said S�-V t N a` p&V !n OC JA this the _�day of 20_\'_)_,to certify which,witness my hand and seal of office. t1444J-d �'/�,,//" 11-, "� b N�a. ka,-4,= Signature of o icer adminifering oath Printed name of officer administering oath I lering oath Forms provided by Texas Ethics Commission www.ethics.state,tx.us Version V1.0.3337