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COMMUNICATIONS SYSTEM AGREEMENT
CITY OF FORT WORTH, TX
BOLT STREET DISPATCH CENTER TWO POSITION CONSOLE
EXPANSION
City of Fort Worth,Texas
04-28-08 A11 :40 IN
City of Fort Worth, Texas
COMMUNICATION SYSTEM AGREEMENT
City of Fort Worth, Texas
Motorola, Inc., a Delaware corporation ("Motorola"), and the City of Fort Worth, Texas,
a municipal corporation organized under the laws of the state of Texas and situated in
Tarrant, Denton, and Wise counties, Texas ("Customer or the City") enter into this
Communications System Agreement (the "Agreement" or "Communications System
Agreement"), effective as of the last date signed below (the "Effective Date"),
pursuant to which Customer will purchase and Motorola will provide Customer with an
addition to the Bolt Street Gold Elite Console System.
Section 1 EXHIBITS
The Exhibits below are hereby incorporated into and made a part of this Agreement. In
interpreting this Agreement and resolving any ambiguities, the main body of this
Agreement will take precedence over the Exhibits and any inconsistency between the
Exhibits will be resolved in the order in which the Exhibits appear below.
Exhibit A Motorola Software License Agreement
Exhibit B Payment Terms
Exhibit C Technical Documents
C-1 Equipment List and Pricing
C-2 Technical Documentation
Exhibit D System Acceptance Certificate
Exhibit E Houston-Galveston Area Council (H-GAC) Contract RA01-08 as its
provisions apply
Section 2 DEFINITIONS
Capitalized terms used in this Agreement and not otherwise defined within the
Agreement have the following meanings:
"Communications System" or "System" is the communications system described in
Exhibit C, including, but not limited to, the Equipment, Software and all services
described in the, Statement of Work, Acceptance Test Plan and Equipment List.
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"Equipment" is the equipment specified in the Equipment Lists "Motorola Software" is
software whose copyright is owned by Motorola.
"Non-Motorola Software" is software whose copyright is owned by a party other than
Motorola.
"Software" includes Motorola and any Non-Motorola Software that may be furnished with
the Communications System.
Section 3 SCOPE OF AGREEMENT
A. SCOPE OF WORK. Motorola will assemble and integrate the Equipment and
Software, and deliver, install and test the Communications System at designated
sites, as specified in Exhibit C and in accordance with this Agreement and,
specifically, with the Project Timeline and Implementation Schedule, as specified in
C-2, and the Payment Terms, as specified in Exhibit B. Customer will perform its
responsibilities as specified in Exhibit C and in accordance with this Agreement.
Motorola shall perform all work described in and pursuant to this Agreement in a
professional manner and in conformance to professional standards.
B. CHANGE ORDERS. Either party may request changes within the general scope of
this Agreement. If a requested change causes an increase or decrease in the cost of
or time required for the performance of this Agreement, Motorola and Customer will
agree to an equitable adjustment in the Agreement price or performance schedule,
or both; provided, however, that if Motorola requests the change and Customer
consents, such change shall not result in or create any delay in any milestone set
forth in the Project Schedule set forth in C-2 unless otherwise specifically agreed to
in writing by Customer. Motorola is not obligated to comply with requested changes
unless and until both parties execute a written change order. Changes that increase
Customer's costs under this Agreement by more than $25,000.00 must be approved
by Customer's City Council prior to execution of a written change order.
C. ADDITIONAL PRODUCTS. For one (1) year after the date of Final System
Acceptance, Customer may purchase additional Equipment as add-ons to the
Communications System ("Add-on Equipment"). If Customer and Motorola have
agreed to a convention for processing electronic data interchange ("EDI")
transactions, purchase orders may be transmitted electronically. Each purchase
order must specifically refer to this Agreement and will be an offer by Customer
subject to Motorola's acceptance. Except for pricing and delivery terms, which must
be stated on the purchase order, Customer and Motorola agree that the applicable
terms of this Agreement will be the only terms and conditions that govern the
purchase and sale of products identified on such purchase orders. Customer and
Motorola agree that the procedure for payment of all additional products so
purchased will be in accordance with the procedure set forth in Section 5 this
Agreement.
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D. MAINTENANCE SERVICE. After the first year following expiration of the Warranty
Period, Customer may purchase maintenance services and software support for the
Communications System pursuant to a separately executed service agreement and
software subscription agreement between Motorola and Customer.
E. MOTOROLA SOFTWARE. Any Motorola Software furnished will be licensed to
Customer solely according to the terms and restrictions of the Software License
Agreement attached as Exhibit A. Customer hereby accepts all of the terms and
restrictions of the Software License Agreements as negotiated between Motorola
and the City of Fort Worth.
F. NON-MOTOROLA SOFTWARE. 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,
in which case the Software License Agreement (including any addendum to satisfy
such copyright owner's requirements) shall apply; provided, however, that nothing in
this Section 3.F, the Software License Agreement or any restrictions or requirements
of copyright owners of Non-Motorola Software, shall be deemed or construed to limit
or restrict in any way the System Functionality Warranty provided by Motorola in
accordance with Section 8.13 of this Agreement.
G. PROJECT MANAGEMENT. Motorola shall assign a project manager acceptable to
Customer, who is authorized to exercise technical direction of all duties and
obligations of Motorola and Motorola's subcontractors under this Agreement.
Motorola agrees to meet and consult with Customer before designating a new or
alternate project manager and allow Customer reasonable right of refusal.
Motorola's project manager shall have authority to negotiate changes in or
amendments to this Agreement on behalf of Motorola. In addition, any and all of
Motorola's officers, agents, employees, and subcontractors may, at the option of
Customer, be subject to a security check at any time. Customer shall have the right
to require the removal from Customer's premises any of Motorola's officers, agents,
employees or subcontractors if Customer reasonably determines, such individual's
presence is inappropriate under the circumstances, and Motorola agrees that it will
immediately comply with and assist Customer in such removal. At Customer's
request, Motorola shall promptly provide Customer with the names, dates of birth,
drivers' license numbers and other identification documents required by Customer of
Motorola's officers, agents, employees or subcontractors that will be present on
Customer's premises in order for Motorola to fulfill its obligations under this
Agreement for the purpose of standard background/criminal checks.
H. PROJECT STATUS MEETINGS. From the Effective Date of this Agreement until
Final System Acceptance, Motorola agrees to conduct periodic project status
meetings at locations specified by Customer. These meetings shall be conducted
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on not less than a monthly basis and may be conducted more frequently if the
parties agree.
Section 4 PERFORMANCE SCHEDULE
A. Motorola and Customer agree to perform their responsibilities in accordance with the
Statement of Work and the Project Timeline and Implementation Schedule.
Payments are to be activity based / related, not cumulative time based / related. If
payments are tied to deliverables, if the deliverable moves so does the payment.
B. By executing this Agreement, Customer authorizes Motorola to proceed with the
manufacture, assembly, integration, delivery, installation, and testing of the
Communications System. No further notice to proceed, purchase order,
authorization, resolution, or any other action will be required unless required by
applicable laws or ordinances.
Section 5 PAYMENT SCHEDULE
A. The total contract price for all equipment, software and services provided under this
Agreement is not to exceed $53,730.00 for which Customer agrees to make
payments in accordance with the Payment Terms in Exhibit B.
B. Freight charges for all Equipment, software and any and all other products and
supplies provided hereunder are included in the Contract Price. All material to be
shipped FOB Destination.
C. Notwithstanding anything to the contrary in this Agreement, Motorola understands
that Customer has appropriated no more than $53,730.00 for purposes of the
manufacture, assembly, integration, delivery, installation and testing of the
Communications System and all other work or services provided by Motorola or its
subcontractors under this Agreement. Motorola understands and agrees that
Customer shall not be liable to Motorola or any of its subcontractors for any sums in
excess of such amount unless Customer's City Council first approves and
appropriates sums in excess of such amount, in which case such additional sums
shall also be included as part of the Contract Price as defined and interpreted in this
Agreement.
D. All invoices from Motorola shall be submitted to Customer's Project Manager or, in
his or her absence, the Director of Customer's IT Solutions Department. Customer
shall pay invoices for services and deliverables received and approved by Customer
within thirty (30) days of receipt. If Customer has any questions or disputes
regarding such invoices, Motorola shall make Motorola personnel available as
needed to answer or resolve such, and Customer shall be allowed additional time to
pay the questioned or disputed portion of those invoices.
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Section 6 TRAINING
Any training to be provided by Motorola to Customer will be described in the Statement
of Work. Customer will notify Motorola immediately if a date change for a scheduled
training program is required. If Motorola incurs additional costs because Customer
reschedules a training program less than thirty (30) days before its scheduled start date,
Motorola may recover these additional costs.
Section 7 SITES
A. In addition to its responsibilities described in the designated project director, also
known as Statement of Work, Customer agrees to provide a Project Manager, procure
any necessary construction permits, building permits, zoning variances and the like,
provide access to the sites identified in the Exhibits as requested by Motorola, and have
such sites available for installation of the Equipment by Motorola in accordance with the
performance schedule and Statement of Work.
B. If either Motorola or Customer determines during the course of performance of
this Agreement that the sites identified in the Exhibits are no longer available or desired,
or, if subsurface, structural, adverse environmental or latent conditions at any site differ
from those indicated on the specifications in the Exhibits, Motorola and Customer will
promptly investigate the conditions and in good faith negotiate an equitable solution and,
based on such solution, execute any written amendments to this Agreement or the
Exhibits attached hereto that may be deemed necessary by both parties.
C. If Customer and Motorola determine that any change requested by Customer in
site availability, installation plans, or specifications may require an adjustment in the
Contract Price or in the time required for the performance of this Agreement, the parties
will in good faith negotiate an equitable solution and, based on such solution, execute
any written amendments to this Agreement or the Exhibits attached hereto that may be
deemed necessary by both parties. Amendments will be via the Change Order process
described in "Section 3 Scope of Agreement, Paragraph B. Change Orders."
SECTION 8 FINAL SYSTEM ACCEPTANCE
A. Motorola will perform tests of various components of the Communications System
and a final test of the fully integrated Communications System in accordance with
the Statement of Work/Acceptance Test Plan. Acceptance of the Communications
System will occur upon the successful completion of such final testing of the System
as a fully integrated Communications System, as outlined in and in accordance with
the Statement of Work/Acceptance Test Plan ("System Acceptance"), at which
time both parties shall promptly document any deficiencies, failures, or problems, in
the form of a Punch List. Final System Acceptance Certificates will not be issued by
the City of Fort Worth until all issues on the Punch List have been resolved to the
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sole satisfaction of the City of Fort Worth ("Final System Acceptance"). Customer
shall not unreasonably delay Final System Acceptance. In addition, both parties
shall promptly execute certificates of subsystem acceptance upon the successful
completion of testing of such subsystems, as outlined in and in accordance with the
Acceptance Test Plan attached hereto. Customer and Motorola will jointly prepare a
list of such omissions and variances which Motorola will correct according to an
agreed upon schedule with clearly defined and agreed to due dates. Reference to
`System Acceptance' SHALL NOT equate to `Final System Acceptance'.
B. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its
implementation and testing responsibilities may be impeded if Customer begins
using the System before System Acceptance. Therefore, Customer will not
commence Beneficial Use before System Acceptance without Motorola's prior
written authorization, which will not be unreasonably withheld. Motorola is not
responsible for System performance deficiencies that occur during unauthorized
Beneficial Use. Upon commencement of Beneficial Use, Customer assumes
responsibility for the use and operation of the System.
Section 9 WARRANTY
A. WARRANTY PERIOD. Upon System Acceptance or Beneficial Use, whichever
first occurs, 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 in accordance with the applicable limited warranties shown below.
Customer must notify Motorola in writing if Equipment or software does not conform to
these warranties no later than one month after the expiration of the Warranty Period.
B. SYSTEM FUNCTIONALITY WARRANTY. Motorola represents that the
Communications System will satisfy the functional requirements in Exhibit C. Upon
System Acceptance, this System Functionality representation is fulfilled. After System
Acceptance, the Equipment Warranty set forth below and the Software Warranty set
forth in the Software License Agreement will apply in accordance with their terms and
conditions.
Motorola will not be responsible for performance deficiencies of the System caused
by ancillary equipment not furnished or specified for use by Motorola or another
party in accordance with the provisions of this Agreement that is attached to or used
in connection with the System provided hereunder.
Additionally, Motorola will not be responsible for System performance where 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 Radio Frequency (RF) coverage; iii) the addition of additional frequencies at
System sites that cause RF interference or intermodulation; iv) Customer changes to
load usage and/or configuration outside the parameters specified in Exhibit C; v) any
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other act outside the scope of the ordinary use of the Communications System by
parties who are beyond Motorola's control, including Customer 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. The Warranty Period for non-Motorola manufactured Equipment
will be stated in this section.
At no additional charge and at its option, Motorola will either repair the defective
Equipment, replace the defective Equipment with the same or equivalent Equipment
acceptable to Customer 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
Warranty Period. All defective parts of the Equipment replaced under warranty shall
become the property of Motorola.
THIS WARRANTY DOES NOT APPLY TO
a) Defects or damage resulting from use of the Equipment in other than its normal
and customary manner.
b) Defects or damage occurring from misuse, accident, water, or neglect.
c) Defects or damage occurring from testing, operation, maintenance (except first
line/front line echelon maintenance provided by Customer), installation,
alteration, modification, or adjustment not (i) provided by Motorola pursuant to
this Communications System Agreement or (ii) otherwise authorized in writing by
Motorola.
d) Breakage or damage to antennas unless caused directly by defects in material
or workmanship.
e) Equipment that has been subjected to unauthorized Equipment 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 that carry a separate limited warranty.
h) Equipment which, due to illegal or unauthorized alteration of the
software/firmware in the Equipment, does not function in accordance with
Motorola's published specifications or with the FCC type acceptance labeling in
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effect for the Equipment at the time the Equipment was initially distributed from
Motorola.
i) Scratches or other cosmetic damage to Equipment surfaces that does not affect
the operation of the Equipment.
j) Software (which is covered by the Software License Agreement).
k) Normal and customary wear and tear.
1) On site response, except where it pertains to specific new equipment, that is
purchased as part of this Agreement.
m) After hours warranty support.
n) Systems diagnostics or response is not included as part of this Agreement.
o) Any services requested that do not pertain to specific equipment that is part of
this Agreement, will be billed at prevailing time and material rates.
D. MOTOROLA SOFTWARE WARRANTY. Motorola Software is warranted in
accordance with the terms of the Software License Agreement attached as Exhibit
A.
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 is not assignable or transferable. These
are the complete warranties for the Equipment and Software provided pursuant to
this Agreement.
F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES.
MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR
CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10 DELAYS
A. Successful project implementation will require cooperation and fairness between the
parties. Because it is impractical to provide for every contingency that may arise
during the course of performance of this Agreement, the parties agree to notify the
other in writing if they become aware that any condition will significantly delay
performance. The parties will agree to reasonable extensions of the project schedule
by executing a written change order that may, or may not, have a financial impact.
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B. Under no circumstances will either party be responsible for delays or lack of
performance resulting from events beyond the reasonable control of that party
("Excusable Delays"). Such events include, but are not limited to, acts of God,
weather conditions, compliance with laws and regulations (excluding Customer's
failure to properly and timely apply for all required FCC licenses), governmental
action, bid protests, fire, strikes, lock-outs, and other labor disruptions, material
shortages, riots, acts of war, and an Excusable Delay of a Motorola subcontractor.
C. If Customer (including its other contractors) delays the Performance Schedule, it will
make the promised payments according to the Payment Schedule as if no delay
occurred; and the Parties will execute a change order to extend the Performance
Schedule and, if requested, compensate Motorola for all reasonable charges
incurred because of the delay. Delay charges may include costs incurred by
Motorola or its subcontractors for additional freight, warehousing and handling of
Equipment; extension of the warranties; travel; suspending and re-mobilizing the
work; additional engineering, project management, and standby time calculated at
then current rates; and preparing and implementing an alternative implementation
plan.
Customer will make available to Motorola the sites when scheduled and Customer
will not otherwise unreasonably delay or prevent Motorola's performance of its
responsibilities. In the event of a Customer delay during the time of shipment,
Motorola may ship the equipment as scheduled to a location as designated by the
Customer or if no such location is designated, a Motorola designated storage facility.
Motorola shall not ship equipment until advised by the City that the site is ready. If
either party materially delays performance under this Agreement, Motorola and
Customer shall discuss the reasons for the particular delay and negotiate in good
faith a solution to address such delay and will execute a written change order that
may, or may not, have a financial impact, if appropriate.
Section 11 DEFAULT
A. If Motorola fails to complete delivery, installation or acceptance testing in
accordance with this Agreement, Customer may consider Motorola to be in default,
unless an Excusable Delay has caused such failure. Customer agrees to give
Motorola written notice of such default. Motorola will have thirty (30) calendar days
from the receipt of such notice to provide a written plan of action that is acceptable
to Customer to cure the default. Such written plan of action shall include milestones
necessary to cure the default and timetables for achieving those milestones and
shall be signed by Motorola and Customer.
B. If Motorola fails to cure the default within the timetables and in accordance with the
plan of action that Customer has accepted, Customer may (i) terminate any
unfulfilled portion of this Agreement and, at Customer's sole option, complete the
Communications System at a quality and to a capability equaling, that specified in
this Agreement through a third party or (ii) if the Communications System or any
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component thereof cannot be completed through a third party as provided in
subsection (i) above, demand and receive specific performance by Motorola. If
Customer completes the Communications System through a third party, Customer
may recover all reasonable costs and expenses incurred in the course of completing
the Communications System to a capability not exceeding that specified in the
Agreement, less the unpaid portion of the Contract Price. Customer agrees to use its
best efforts to mitigate such costs. Motorola's liability under this Section is subject to
the limitations of the Section entitled Limitation of Liability of this Agreement.
Section 12 LIABILITY AND INDEMNIFICATION
A. GENERAL LIABILITY AND INDEMNITY. MOTOROLA SHALL BE RESPONSIBLE
FOR ANY AND ALL TANGIBLE PROPERTY LOSS OR DAMAGE AND/OR
PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF
ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL
MISCONDUCT OF MOTOROLA, ITS OFFICERS, AGENTS, SERVANTS,
EMPLOYEES, AND/OR SUBCONTRACTORS, IN THE PERFORMANCE OF OR
RELATED TO THE PERFORMANCE OF THIS AGREEMENT. IN ADDITION,
MOTOROLA SHALL DEFEND, INDEMNIFY AND HOLD CUSTOMER HARMLESS
FROM AND AGAINST ANY AND ALL LAWSUITS, CLAIMS, ACTIONS, DEMAND,
LIABILITIES OR OTHER COSTS AND EXPENSES WHICH MAY ACCRUE
AGAINST CUSTOMER TO THE EXTENT THAT THE SAME ARE CAUSED BY THE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF
MOTOROLA, ITS OFFICERS, AGENTS, SERVANTS, EMPLOYEES, AND/OR
SUBCONTRACTORS. THE TERMS, CONDITIONS AND PROVISIONS OF THIS
PARAGRAPH SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS
AGREEMENT.
B. PATENT AND COPYRIGHT INFRINGEMENT. Motorola will defend at its expense
any suit brought against Customer to the extent it is based on a claim that the
Equipment or Motorola Software infringes a U.S. patent or copyright, and Motorola
will indemnify for those costs and damages finally awarded against Customer which
are attributable to any such claim. Motorola's duties to defend and indemnify are
conditioned upon: Customer 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 Customer providing to Motorola
cooperation and, if requested by Motorola, reasonable assistance in the defense of
the infringement claim.
If a claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option
and expense procure for Customer the right to continue using the Equipment or
Motorola Software, replace or modify it so that it becomes non-infringing while
providing functionally equivalent performance, or grant Customer a credit for the
Equipment or Motorola Software as depreciated and accept its return. The
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depreciation amount will be calculated based upon generally accepted accounting
standards for such Equipment and Motorola Software.
Motorola will have no duty to defend or indemnify for any claim that is based upon
the combination of the Equipment or Motorola Software with any software, apparatus
or device not furnished by Motorola; the use of ancillary equipment or software not
furnished by Motorola and that is attached to or used in connection with the
Equipment or Motorola Software; any Equipment that is not Motorola's design or
formula; a modification of the Motorola Software by a party other than Motorola; or
the failure by Customer to install an enhancement release to the Motorola Software
that is intended to correct the claimed infringement. The foregoing states the entire
liability of Motorola with respect to infringement of patents and copyrights by the
Equipment, Motorola Software, or any of their parts.
Section 13 DISPUTES
A. Motorola and Customer will attempt to settle any claim or controversy arising from
this Agreement through consultation and negotiation in good faith and a spirit of
mutual cooperation. If those attempts fail, the dispute may be mediated by a
mediator chosen jointly by Motorola and Customer within thirty (30) business days
after notice by one of the parties requesting non-binding mediation. If both parties
consent to mediation, Motorola and Customer will share the cost of the mediation
equally. The parties may postpone mediation until they have completed some
specified but limited discovery about the dispute. The parties may also replace
mediation with some other form of non-binding alternate dispute resolution ("ADR")
procedure. Any mediation, ADR procedure or other negotiations or meetings
pertaining to a claim, controversy or problem arising under this Agreement shall be
held at a location in Fort Worth, Tarrant County, Texas.
B. Any dispute that cannot be resolved between the parties through negotiation or
mediation within two (2) months after the date of the initial request for non-binding
mediation may then be submitted by either party to a court of competent jurisdiction
in accordance with Section 18 J of this Agreement. Each party consents to
jurisdiction over it by such a court. The use of any ADR procedures will not be
considered under the doctrine of laches, waiver, or estoppel to affect adversely the
rights of either party. Either party may resort to the judicial proceedings described in
this paragraph prior to the expiration of the two-month ADR period 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 such party or any of its affiliates, agents, employees, customers,
suppliers, or subcontractors.
Section 14 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability to Customer for claims or
damages asserted by Customer, whether for breach of contract, warranty, negligence,
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strict liability in tort, indemnification, or otherwise, will be limited to the total Contract
Price. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS
OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS,
OR OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES IN ANY WAY
RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE
EQUIPMENT, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT
TO THIS AGREEMENT. This Limitation of Liability will survive the expiration or
termination of this Agreement.
Section 15 INSURANCE
From the Effective Date of this Agreement until Final System Acceptance, Motorola shall
maintain, in full force and effect, a policy or policies of insurance as specified in this
Section 14 to cover risks related to Motorola's scope of work under this Agreement. At
a minimum, Motorola shall provide coverage of the types and at the limits specified
herein:
• Commercial General Liability: $1,000,000.00 per occurrence; $2,000,000 annual
aggregate;
• Business Automobile Liability: $1,000,000 combined single limit
• Worker's Compensation: Applicable Statutory Limits
The insurers for all policies must be approved to do business in the State of Texas.
Certificates of Insurance provided by Motorola under this Agreement shall (i) list
Customer as an additional insured on the commercial general liability policy, and (ii)
provide that the respective policy shall not be canceled, limited in scope or coverage, or
non-renewed until after thirty (30) days prior written notice has been give to the Risk
Manager, City of Fort Worth, 1000 Throckmorton Street, Fort Worth, Texas 76102.
Motorola shall provide Customer with a copy of its Certificate(s) of Insurance prior to the
effective date of this Agreement.
Section 16 Termination
Customer may terminate this Agreement, in whole or in part, at any time and for any
reason following at least thirty (30) calendar days' advance written notice to Motorola.
Customer shall pay Motorola for (i) all Equipment provided and services and other work
performed by Motorola through the effective date of termination; (ii) actual and
reasonable expenses incurred by Motorola in the removal of installation and test
equipment from Customer's premises; and (iii) any actual and reasonable costs which
may be borne by Motorola in the early and abrupt termination for convenience of
subcontracts, provided that Customer has approved in writing the provisions of such
subcontracts that relate to termination by Motorola or liquidated damages or other
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financial obligations of Motorola due to termination by Motorola, which approval shall not
unreasonably be withheld.
Section 17 FCC Licenses
Customer will obtain and comply with all Federal Communications Commission ("FCC")
licenses and authorizations required for the installation, operation and use of the System
before the scheduled installation of the Equipment. Although Motorola might assist
Customer in the preparation of its FCC license applications, neither Motorola nor any of
its employees is an agent or representative of Customer in FCC or other matters.
Section 18 GENERAL
A. TITLE AND RISK OF LOSS. Title to respective Equipment will pass to Customer
upon delivery to Customer's facilities. Full risk of loss, however, shall not pass to
Customer until completion of the Installation of Equipment Milestone set forth in
Exhibit B provided, however, that after delivery of Equipment to Customer's facilities
but before payment by Customer to Motorola for that Equipment, Customer shall be
responsible for any losses or damages to Equipment to the extent that such are
directly caused by the negligent act(s) or omission(s) or intentional misconduct of
Customer, its officers, agents, servants and/or employees. Title to Software will not
pass to Customer at any time.
B. TAXES. The purchase price does not include any amount for federal, state, or local
excise, sales, lease, service, rental, use, property, occupation, or other taxes, all of
which (other than federal, state, and local taxes based on Motorola's income or net
worth) will be paid by Customer except as exempt by law.
C. CONFIDENTIAL INFORMATION. Customer and Motorola will not disclose to third
parties any material or information that is identified by either party to the other as
proprietary and confidential ("Confidential Information") without the other party's
prior written permission unless required by law; provided, however, that Customer
may disclose Confidential Information of Motorola to Customer's employees, agents,
consultants and other contractors, in which case Customer shall identify to such
parties the nature and obligations of Customer with respect to that Confidential
Information. Notwithstanding the foregoing, Motorola understands and
acknowledges that the Customer is a public entity under the laws of the State of
Texas, and as such, all information held by Customer or that customer has a right of
access to is subject to public disclosure under Chapter 552 of the Texas
Government Code. Customer may be required to disclose information that may
reveal Motorola proprietary information to third parties under the Texas Government
Code or by any other legal process, law, rule or judicial order by a court of
competent jurisdiction. If either Customer or Motorola is required by law to disclose
® MOTOMOLAI Page 14 Motorola
4/3/2008
City of Fort Worth, Texas
such material or information, the disclosing party will notify the other party prior to
such disclosure.
D. DISCLAIMER OF LICENSE. Except as explicitly provided in the Motorola Software
License Agreement included in Exhibit A, nothing in this Agreement will be deemed
to grant, either directly or by implication, estoppel, or otherwise, any license or right
under any patents, patent applications, copyrights, trade marks, trade secrets or
other intellectual property of Motorola.
E. ASSIGNABILITY. This Agreement may not be assigned by either party without the
prior written consent of the other party except that Motorola may assign this
Agreement to any of its affiliates or its right to receive payment following at least
thirty (30) days' advance written notice to Customer.
F WAIVER. Failure or delay by either party to exercise any right or power under this
Agreement will not operate as a waiver of such right or power.
G. SEVERABILITY. If any portion of this Agreement is held to be invalid or
unenforceable, that provision will be considered severable and the remainder of this
Agreement will remain in full force and effect as if the invalid provision were not part
of this Agreement.
H. HEADINGS AND SECTION REFERENCES. The headings given to the sections
of this Agreement are inserted only for convenience and are not to be construed as
part of this Agreement or as a limitation of the scope of the particular Section to
which the heading refers.
I. ENTIRE AGREEMENT. This Agreement (including the Exhibits) constitutes the
entire agreement of the parties regarding the subject matter of this Agreement and
supersedes all previous agreements and understandings, whether written or oral,
relating to such subject matter. This Agreement may be altered, amended, or
modified only by a written instrument signed by the duly authorized representatives
of both parties.
J. GOVERNING LAW AND VENUE. This Agreement will be governed by and
construed in accordance with the laws of the State of Texas. Venue for any action
arising under or related to the terms and conditions of this Agreement shall lie in
state courts located in Tarrant County, Texas or in the United States District Court
for the Northern District of Texas, Fort Worth Division.
K. NOTICES AND CORRESPONDENCE. Notices authorized or required under this
Agreement must be in writing and, along with all written correspondence, mailed via
United States Mail, certified, return receipt requested, to the below addresses:
City of Fort Worth Motorola, Inc.
Attn: Project Manager
MOTOROLA Page 15 Motorola
41312008
City of Fort Worth, Texas
Attn: Law Department
IT Radio & Infrastructure
Services 6450 Sequence Drive
1000 Throckmorton San Diego, CA 92121
Fort Worth, TX 76102
As to written correspondence from one party to the other that concerns or is related
to the clarification, proposed solution or any other situation requiring a written
response from the other party, both Motorola and Customer shall have a maximum
of ten (10) business days from receipt to respond in writing to such correspondence.
If the receiving party believes that the contents of such correspondence does not
conform to the requirements of this Agreement, or otherwise disagrees with such
correspondence, it shall notify the sending party in writing within the above-stated
ten (10) business days, defining in detail such non-acceptance.
In the event that the receiving party finds the content of the correspondence in
conformance to the requirements of this Agreement, it shall, within the above stated
ten (10) business days, notify sending party in writing of this fact, and such
notification shall constitute acceptance of the content of the correspondence
delivered.
Because certain Agreement deliverable documents requiring Customer's approval
may require more than ten (10) business days for Customer to complete its review
process, Customer may have up to thirty (30) business days to review and approve
documents and manuals relating to the functional specification and administration of
the System or any portion thereof.
L. COPIES. Customer shall have the right to make as many copies of Motorola's
written application system documentation as necessary for Customer's own internal
use (including, but not limited to, any consultants or other contractors retained by
Customer for assistance related to this Agreement or the Communications System)
except as prohibited by copyright restriction. Customer agrees that authorized
copies will contain any trade secret notice found in Motorola's original document. In
addition, Customer shall have the right to make as many copies of any user
manuals, technical manuals, maintenance manuals or other similar types of
documents provided by Motorola under this Agreement as necessary for Customer's
own internal use. Customer shall also have the right to make copies of Motorola's
software programs and documentation except as may be specifically prohibited
under the Software License Agreement.
M. MOTOROLA SUBCONTRACTORS AND SUPPLIERS. Motorola may not
subcontract with a third party for the provision of any services or materials whose
value or cost exceeds $1,000.00 without the advance written consent of Customer
which consent will not be unreasonably withheld. Motorola will enter into written
contracts with all subcontractors that are approved by Customer, which contracts
shall incorporate this Agreement for all purposes. In no event shall Customer's
M070MOLA Page 16 Motorolo
41312008
City of Fort Worth, Texas
approval of any subcontractor of Motorola relieve Motorola of its responsibilities and
obligations under this Agreement. Throughout this Agreement and all Exhibits
attached hereto, references to the duties and obligations of a specific subcontractor
of Motorola shall also be fully binding on and enforceable against Motorola as if
Motorola itself were providing the services or supplies provided by the subcontractor.
N. DISASTER RECOVERY. In the event a disaster or accident beyond Customer's
control impairs the operation of the System, Motorola shall use its best efforts to
help Customer restore operations as quickly as possible at rates not to exceed those
set forth in or calculated in accordance with those in the Service Agreement or those
last paid by Customer for similar services.
O. SECTIONS SURVIVING TERMINATION OR FINAL SYSTEM ACCEPTANCE. The
terms and conditions of Sections 8, 10, 11, 12, 13, 16.J shall survive the termination
date of and/or date of Final System Acceptance under this Agreement.
P. RIGHT TO AUDIT. Motorola agrees that Customer shall, until the expiration of three
(3) years after final payment under this contract, have access to and the right to
examine and photocopy any directly pertinent books, documents, papers and
records of Motorola involving transactions relating to this contract. Customer may
send a representative to a Motorola facility during normal business hours to conduct
such limited review, or at Customer's request Motorola will provide copies of the
specific documents to Customer's location for its review. Motorola books and
records provided to Customer pursuant to this provision shall not be used,
duplicated or disclosed to any other third party without the express written
permission of Motorola, unless required by law. In no circumstances will Motorola
be required to create or maintain documents not kept in the ordinary course of
Motorola's business operations, nor will Motorola be required to disclose any
information, including but not limited to product cost data, which it considers
confidential or proprietary to Motorola. Motorola agrees that Customer shall have
access during normal working hours to all necessary Motorola facilities and shall be
provided adequate and appropriate workspace in order to conduct audits in
compliance with the provisions of this section. Customer shall give Motorola
reasonable advance notice of intended audits.
(a) Motorola further agrees to include in all its subcontractor agreements hereunder
a provision to the effect that the subcontractor agrees that Customer shall, until
the expiration of three (3) years after final payment under the subcontract, have
access to and the right to examine and photocopy any directly pertinent books,
documents, papers and records of such subcontractor, subject to the provisions
of Paragraph P above, involving transactions to the subcontract, and further,
that Customer shall have access during normal working hours to all
subcontractor facilities, and shall be provided adequate and appropriate
workspace, in order to conduct audits in compliance with the provisions of this
article together with subsection (3) hereof. Customer shall give subcontractor
reasonable advance notice of intended audits.
MOTiOROLA Page 17 Motorola
41312008
City of Fort Worth, Texas
(b) Motorola and subcontractor agree to photocopy such documents as may be
requested by the City. The City agrees to reimburse Motorola and or
subcontractor for the cost of copies at the rate published in the Texas
Administrative Code in effect as of the time copying is performed.
In witness whereof, the parties have caused duly authorized representatives to execute
this Agreement in multiples on the dates set forth below.
IN WITNESS WHEREOF:
City of F rt Worth Motorola, Inc.
B . �l A By:
RRY
Name: Karen L. Montgomery Name: L MAB RY
Title: Assistant City Mannager/CFO Title:
7 Date: (-3/ 0 Date:
Approved as to m and Legality:
B
Assistant Attorney
/n�
M&C: 1, —ctigi- `1�
Date Approved: E JUR
Atte t:
By:
City Secretary
EXHIBIT A
SOFTWARE LICENSE AGREEMENT �
® MOTOROLA Page 18 Motorola
41312008
EXHIBIT A
MOTOROLA COMMUNICATIONS SYSTEM AGREEMENT
CITY OF FORT WORTH,TX
LOCAL GOVERNMENT REFRESH
Software License Agreement
In this Exhibit A, the term "Licensor" means Motorola, Inc., ("Motorola")- "Licensee," means the Customer;
"Primary Agreement" means the agreement to which this exhibit is attached; and "Agreement" means this
Exhibit and the applicable terms and conditions contained in the Primary Agreement. The Parties agree
as follows:
Section 1 SCOPE
Licensor will provide to Licensee proprietary software; or radio communications, computer, or other
electronic products ("Products") containing embedded or pre-loaded proprietary software; or both.
"Software" means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of the software, and may contain one or
more items of software owned by a third party supplier ("Third Party Software"). 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 this
information is provided) are collectively referred to as "Documentation." This Agreement contains the
terms and conditions pursuant to which Licensor will license to Licensee, and Licensee may use, the
Software and Documentation.
Section 2 GRANT OF LICENSE
Subject to Section 1, Licensor hereby grants to Licensee a personal, non-transferable (except as
permitted in Section 8 below), limited, and non-exclusive license under Licensor's applicable proprietary
rights to use the Software and related Documentation for the purposes for which they were designed and
in accordance with the terms and conditions of this Agreement. The license does not grant any rights to
source code.
Section 3 LIMITATIONS ON USE
3.1. 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. Licensee may
not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or
attempt to reverse engineer, derive source code, create derivative works from, adapt, translate, merge
with other software, copy, reproduce, distribute, or export any Software or permit or encourage any third
party to do so, except that Licensee may make one copy of Software provided by Licensor to be used
solely for archival, back-up, or disaster recovery purposes. Licensee must reproduce all copyright and
trademark notices on all copies of the Software and Documentation.
3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another
device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on
one device onto another if the original device is inoperable or malfunctioning, if Licensee provides written
notice to Licensor of the temporary transfer and the temporary transfer is discontinued when the original
device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a
written list of all Product devices in which the Software is installed and being used by Licensee.
3.3. Concerning Motorola's Radio Service Software ("RSS"), if applicable, Licensee must purchase a
copy for each location at which Licensee uses RSS. Licensee's use of RSS at an authorized location
does not entitle Licensee to use or access the RSS remotely. Licensee may make one additional copy
CFW SLA.ExhibitA.4.02.08.revision.doc
for each computer owned or controlled by Licensee at each authorized location. Upon Licensor's written
request, Licensee must provide to Licensor a written list of all locations where Licensee uses or intends to
use RSS.
Section 4 OWNERSHIP AND TITLE
Title to all copies of Software will not pass to Licensee at any time and remains vested exclusively in the
copyright owner. The copyright owner owns and retains all of its proprietary rights in any form concerning
the Software and Documentation, including all rights in patents, patent applications, inventions,
copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any
corrections, bug fixes, enhancements, updates, or modifications to or derivative works from the Software
whether made by Licensor or another party, or any improvements that result from Licensor's processes
or, if applicable, providing information services). Nothing in this Agreement is intended to restrict the
proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual
property developed, originated, or prepared by Licensor in connection with providing to Licensee
Software, Products, Documentation, or related services remain vested exclusively in Licensor, and this
Agreement does not grant to Licensee any shared development rights of intellectual property.
Section 5 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Licensor's valuable proprietary and
Confidential Information and are Licensor's trade secrets, and that the provisions in the Agreement
concerning Confidential Information apply.
Section 6 LIMITED WARRANTY
6.1. The commencement date and the term of the Software warranty will be as stated in the Primary
Agreement, except that the Warranty Period for LiveScan software will be 90 days; and for application
Software that is provided on a per unit basis, the Warranty Period for subsequent units licensed is the
remainder(if any)of the initial Warranty Period or, if the initial Warranty Period has expired, the remainder
(if any)of the term of the applicable Software Maintenance and Support Agreement.
6.2. During the applicable Warranty Period, Licensor 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
solely with reference to the Documentation. Licensor does not warrant that Licensee's use of the
Software or Products will be uninterrupted or error-free or that the Software or the Products will meet
Licensee's particular requirements. Warranty claims are described in the Primary Agreement.
6.3. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE. THE TRANSACTION COVERED BY THIS AGREEMENT IS A LICENSE AND NOT A SALE
OF GOODS.
Section 7 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 8 TRANSFERS
CFW SLA.Exhibit A.4.02.08.revision.doc
Licensee will not transfer Software or the related Documentation to any third party without Licensor's prior
written consent, which consent may be withheld in Licensor's reasonable discretion and which may be
conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this
Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products
to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software
and Motorola's FLASHportO Software) embedded in or furnished for use with those radio Products if
Licensee transfers all copies of the Software and the related Documentation to the transferee, and the
transferee executes a transfer form to be provided by Licensor upon request (which form obligates the
transferee to be bound by this Agreement).
Section 9 TERM AND TERMINATION
Licensee's right to use the Software and Documentation will begin when this Agreement is mutually
executed by both parties and will continue during the life of the Products in which the Software is used,
unless Licensee breaches this Agreement in which case it will be terminated immediately upon notice by
Licensor. Licensee acknowledges that Licensor has made a considerable investment of resources in the
development, marketing, and distribution of its proprietary Software and Documentation and that
reasonable and appropriate limitations on Licensee's use of the Software and Documentation are
necessary for Licensor to protect its investment, trade secrets, and valuable intellectual property rights
concerning the Software and Documentation, Licensee also acknowledges that its breach of this
Agreement will result in irreparable harm to Licensor for which monetary damages would be inadequate.
In the event of a breach of this Agreement and in addition to termination of this Agreement, Licensor will
be entitled to all available remedies at law or in equity (including immediate injunctive relief and
repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal
agency of the United States Government). Within thirty (30) days after termination of this Agreement,
Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been
returned to Licensor or destroyed and are no longer in use by Licensee.
Section 10 NOTICES
Notices are governed by Section 18 of the Primary Agreement.
Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS
If Licensee is the United States Government or a United States Government agency, then this section
also applies. Licensee's use, duplication or disclosure of the Software and Documentation under
Licensor'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 12 GENERAL
12.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption that public disclosure of the Software or any trade secrets
associated with the Software has occurred.
12.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not, without the prior
CFW SLA.Exhibit A.4.02.08.revision.doc
authorization of Licensor 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 will be a material breach of this
Agreement, permitting immediate termination by Licensor.
12.3. ASSIGNMENTS. Assignment rights are governed by Section 18 of the Primary Agreement.
12.4. GOVERNING LAW/VENUE. This Agreement will be governed by the laws of the state of Texas
and the laws of the United States to the extent that they apply. Venue for any action arising under or
related to the terms and conditions of this Agreement shall lie in the state courts located in Tarrant
County, Texas or in the United States District Court for the Northern District of Texas, Fort Worth Division.
CFW SLA.ExhibitA.4.02.08.revision.doc
City of Fort Worth, Texas
EXHIBIT B
PAYMENT TERMS
50% UPON EQUIPMENT SHIPMENT ($26,865)
40% UPON INSTALLATION ($21,492)
10% UPON PROJECT ACCEPTANCE ($5,373)
® MOTOROLA Page 19 Motorola Confidential Proprietary
4/3/2008
Exhibit C-1 Equipment List and Pricing
Equipment
1 B1822B CENTRACOM GOLD ELITE INTERFACE ELECTRONICS, DESKTOP $10,120
1 K704AE ADD: HEADSET JACK, #2 W/13 FOOT CABLE(FOR 61822) $192
1 K570AE ADD: HEADSET JACK, W/15 FOOT CABLE(FOR B1822) $168
1 K572AF ADD: FOOTSWITCH $67
1 K703 ADD: MICROPHONE, GOOSENECK, 9 INCH (FOR B1822) $246
1 K801 CG DEL: COIM (KEEPS OP HARDWARE) ($4,416)
2 DSVPR30 CONSOLE OVERVOLTAGE DEVICE $159
1 B1822B CENTRACOM GOLD ELITE INTERFACE ELECTRONICS, DESKTOP $10,120
1 K704AE ADD: HEADSET JACK, #2 W/13 FOOT CABLE(FOR 61822) $192
1 K570AE ADD: HEADSET JACK, W/15 FOOT CABLE(FOR B1822) $168
1 K572AF ADD: FOOTSWITCH $67
1 K703 ADD: MICROPHONE, GOOSENECK, 9 INCH (FOR B1822) $246
1 K801CG DEL: COIM (KEEPS OP HARDWARE) -$4,416
2 DSVPR30 CONSOLE OVERVOLTAGE DEVICE $159
1 B1879 CENTRACOM GOLD SOFTWARE REFRESH PACKAGE $0
2 X69 ADD: SOFTWARE REFRESH, COIM OR LOMI $800
2 X03 ADD: SOFTWARE REFRESH, ELITE/ADMIODM/CDM $550
1 LOT MISC PARTS/CABLING/CONNECTORS $4,909
Equipment Total: $19,333
Services
Engineering $10,717
System Technologist $14,253
Documentation $2,995
Subcontractor Labor $4,887
Administration $1,545
Services Total: $34,397
Grand Total: $53,730
2/14/2008
M070ROLA
intelligence everywhere-
CITY OF FORT WORTH, TEXAS
BOLT STREET DISPATCH CENTER
TWO POSITION CONSOLE EXPANSION
EXHIBIT C-2
TECHNICAL DOCUMENTATION
Motorola Western Division Systems Integration
File:Exhibit C-2 Bolt Street Two Position Expansion Technical Document Rev 1021408(2).doc
City of Fort Worth
Page Left Blank
Intentionally
City of Fort Worth
CITY OF FORT WORTH, TEXAS
BOLT STREET & ALTERNATE PSAP DISPATCH CENTERS
SINGLE POSITION CONSOLE EXPANSION
Table of Contents
SystemDescription.............................................................................................................I
ProjectOverview .............................................................................................................I
ProposedEquipment........................................................................................................I
BoltStreet Dispatch.....................................................................................................I
EliteLAN.........................................................................................................................I
Operator Interface Modules.............................................................................................l
OperatorCabling..............................................................................................................I
Grounding........................................................................................................................I
ACPower Requirements..................................................................................................I
HeatLoading....................................................................................................................I
SpaceRequirements.........................................................................................................I
Furniture...........................................................................................................................l
FunctionalTesting ...........................................................................................................I
OperationalImpact...........................................................................................................l
Operator Position Computers...........................................................................................2
Computer Requirements and Policy ................................................................................2
Minimum Workstation Specifications.........................................................................2
OperatingSystem Policy..............................................................................................2
Mixing Operating Systems.......................................
EquipmentList...................................................................................................................4
Statementof Work.............................................................................................................5
Contract............................................................................................................................5
Contract Award (Milestone) ........................................................................................5
Contract Administration...............................................................................................5
ProjectKickoff.............................................................................................................5
Contract Design Review(CDR) ......................................................................................6
ReviewContract Design..............................................................................................6
OrderProcessing..............................................................................................................6
ProcessEquipment list.................................................................................................6
Manufacturing and Staging..............................................................................................7
Manufacture Motorola Fixed Network Equipment......................................................7
Manufacture Non-Motorola Equipment.......................................................................7
Page i
City of Fort Worth
ShipEquipment to Field..............................................................................................7
Ship Acceptance(Milestone).......................................................................................8
Civil Work for The City of Fort Worth Provided Facilities ............................................8
SystemInstallation...........................................................................................................9
Install Fixed Network Equipment................................................................................9
Fixed Network Equipment Installation Complete .......................................................9
SystemOptimization........................................................................................................9
OptimizeSystem FNE .................................................................................................9
OptimizationComplete..............................................................................................10
Training..........................................................................................................................10
PerformTraining........................................................................................................10
AcceptanceTesting........................................................................................................10
Perform Equipment Testing.......................................................................................10
Perform Functional Testing .......................................................................................10
Finalize...........................................................................................................................11
SystemCutover..........................................................................................................11
ResolvePunchlist.......................................................................................................11
Transition to Service/Project Transition Certificate ..................................................I I
Finalize Documentation.............................................................................................12
Final Acceptance(Milestone)....................................................................................12
ChangeOrder Process................................................................................................12
FunctionalAcceptance Test Plan....................................................................................13
Overview....................................................................................................................13
Acceptance Test Procedures ......................................................................................13
Methodology..............................................................................................................13
Console Instant Transmit...........................................................................................14
Conventional Radio Resource....................................................................................15
Frequency Selectable Conventional Resource...........................................................16
ConsoleTalkgroup Call.............................................................................................17
PTTID/ Alias Display ..............................................................................................18
SystemAcceptance Certificate........................................................................................19
Page ii
City of Fort Worth
Bolt Street & Alternate PSAP Dispatch Centers
Single Position Console Expansion
System Description
Project Overview AC Power Requirements
The purpose of this project is to add two operator Each new operator position at each dispatch location
positions at the Bolt Street Dispatch Center for the will require a separate 20 amp circuit terminated in a
Police Department. quad outlet within 3 feet of the final location.Each
position will draw a total of 360 watts of power at
120 VAC.No additional power will be required for
Proposed Equipment the central electronics banks.The City of Fort Worth
The equipment supplied and installed for this project will be responsible for providing the AC circuits.
will consist of the following:
Heat Loading
Bolt Street Dispatch Each proposed operator position will generate 1230
• Two(2)Gold Elite Operator Positions consisting BTU/Hr heat excluding the computers and monitors.
of a CIE,Footswitch,Gooseneck Microphone, The City of Fort Worth will be responsible for
and 2 Headset Jacks.The COIM module is not ensuring that sufficient air conditioning capacity
included. Existing modules already present in the exists.
system will be utilized.The City of Fort Worth is
responsible for providing the computer Space Requirements
workstation with Windows NT SP4 operating
system installed. The proposed console positions are desktop models
which require a flat surface.A desk/table top or rack
Elite LAN shelf will be required at each dispatch location for the
proposed operator position. The City of Fort Worth
The City of Fort Worth will be responsible for will be responsible for determining how this
providing and installing operational LAN connections equipment is to be installed and providing the
and cables on the existing Elite network at Bolt necessary furniture/parts.
Street.
Furniture
Operator Interface Modules Console furniture has not been included as part of this
Operator interface modules(COIMs)have not been proposal.The City of Fort Worth will be responsible
included in this proposal. Existing modules already for providing and installing the desired type of
present in the system will be utilized. mounting for these consoles.
Functional Testing
Operator Cabling
A functional test plan is included later in this
Per CFW instructions, operator cabling(both material document. This will consist of basic functional tests
&labor)has not been included. The City of Fort conducted on the new operator positions only.
Worth will be responsible for providing and installing
the 7 pair operator cable and the LAN cable for each Operational Impact
new position.
This proposed expansion will have minimal impact
on dispatch operations.Once the new positions are
Grounding installed,the Embassy network will have to be
All equipment and racks supplied for this project will reprogrammed including the associated outside
be connected to the existing ground network at each agencies. Each existing operator position will be
location. taken out of service one at a time during this process.
A detailed cutover plan will be developed for review
and approval by the City.
Page 1
City of Fort Worth
Single Position Console Expansion
Operator Position Computers If problems occur at any point Motorola will not turn
an issue away unless Motorola identifies the problem
The City of Fort Worth will be responsible for as being due to PC or software compatibility issues
providing the operator position computers. The arising from the use of such City supplied equipment
following section covers Motorola's computer or software.
requirements. The City will also be responsible for
insuring that the computer hardware is compatible If the City experiences a problem and calls the
with the required operating system. System Support enter, SSC will work to identify the
problem and its source. If a problem inherent in the
Elite console is found, Motorola will take
Computer Requirements and Policy responsibility to fix it. If the problem is a result of
To provide maximum reliability of operation, 3rd Party PC or software applications,the City must
computers purchased for new or existing systems resolve those issues with their 3rd party vendor.
must meet or exceed Motorola's minimum
specifications as outlined below.Note that Motorola Operating System Policy
does not guarantee compatibility or performance of The operating system used with the CENTRACOM
computers or software other than those supplied by Elite console is sourced from Microsoft. Historically,
Motorola. Microsoft develops a new operating system every few
years with subsequent service packs released
periodically over the life of the operating system
Minimum Workstation Specifications release. When Microsoft makes changes to their
• Pentium II operating system,Motorola must follow suit in order
• 350 MHz
to maintain industry standards and Microsoft's• 2 GB HDD(With 650 MB free space). technical support.
• 128 MB RAM(256 MB RAM is required to When Microsoft develops and moves to a new
simultaneously run multiple certified software operating system(for instance,moving from
applications). Windows'�2000 to Windows4XP),they ship a
• 512K CACHE developer copy prior to retail shipments so that
• 1.44 MB Floppy Drive products and/or applications using the current
• PCI SVGA-4 MB VRAM operating system can be modified. Once retail
• 2 Serial Ports, 1 Parallel Port shipments begin,they have historically terminated
• CD-ROM production of the previous operating system.
• 10/100 Base T Ethernet Network Adapter Motorola can obtain licenses for the cancelled
• PS/2 Mouse Port operating system for a limited time,however,
• 2-button mouse,2-button trackball or Microsoft gives Motorola no guarantee of how long
touchscreen these licenses can be secured. In order to meet
• 101-key Key board customer commitments and long-range plans,
• Microsoft Windows NT SP4(Bolt Street) Motorola must certify and source computers with the
new operating system once it is released.
In order to accommodate customer migrations,
Please note: Computers purchased through Motorola Motorola will develop software fixes and
are shipped with the software necessary for enhancements on the old operating system in parallel
appropriate operation of the console. If the for four consecutive quarterly software enhancement
computers for the system are not being purchased releases(SERs)once the new operating system is
through Motorola, then the City must assure that the certified and the SER is shipping;after that period,
computers are configured for NTFS. co-development will cease. The brevity of the dual
support period is driven by the immense complexities
Motorola does not guarantee compatibility or involved in developing and supporting two releases of
performance of computers or software other than software for two different operating systems, and
those supplied by Motorola. Motorola does not test because Microsoft typically will no longer support
other vendor's computers or software applications, their old operating systems.
therefore,we cannot know of any potential
operational difficulties that may be encountered in the Mixing Operating Systems
use of such City supplied equipment or software. Motorola does not support mixed operating systems.
This is driven by the changes that Microsoft makes
Page 2
City of Fort Worth
Single Position Console Expansion
from one version to the next. For example, in
Windows®2000,the network setup is not conducted
in the same manner as was done for Windows®NT
4.0. Further,drivers used for database access are
included with an operating system. If a user is
running two different operating systems,then the
drivers are different and are not necessarily
compatible—nor tested—to work together.
Page 3
City of Fort Worth
Single Position Console Expansion
Equipment List
Bolt Street
INf.. .... ; �.v ` �..•,.;,i `�..>. ,,,. �' e, kiti. %' ..- m:, _ v�:~
1 B1822B CENTRACOM GOLD ELITE INTERFACE ELECTRONICS, DESKTOP
1 K704AE ADD: HEADSET JACK, #2 W/13 FOOT CABLE FOR 61822
1 K570AE ADD: HEADSET JACK, W/15 FOOT CABLE FOR B1822
1 K572AF ADD: FOOTSWITCH
1 K703 ADD: MICROPHONE, GOOSENECK, 9 INCH FOR B1822
1 K801CG DEL: CON KEEPS OP HARDWARE
2 DSVPR30 CONSOLE OVERVOLTAGE DEVICE
1 B1822B CENTRACOM GOLD ELITE INTERFACE ELECTRONICS, DESKTOP
1 K704AE ADD: HEADSET JACK, #2 W/13 FOOT CABLE FOR 61822
1 K570AE ADD: HEADSET JACK, W/15 FOOT CABLE FOR 61822
1 K572AF ADD: FOOTSWITCH
1 K703 ADD: MICROPHONE, GOOSENECK, 9 INCH FOR 61822
1 K801CG DEL: CON KEEPS OP HARDWARE
2 DSVPR30 CONSOLE OVERVOLTAGE DEVICE
1 B1879 CENTRACOM GOLD SOFTWARE REFRESH PACKAGE
2 X69 ADD: SOFTWARE REFRESH, CON OR LOMI
2 X03 ADD: SOFTWARE REFRESH, ELITE/ADMIODM/CDM
Page 4
City of Fort Worth
Single Position Console Expansion
Statement of Work
Contract
Contract Award(Milestone)
♦ The City of Fort Worth and Motorola execute the contract and both parties receive all the
necessary documentation.
Contract Administration
Motorola Responsibilities:
♦ Assign resources necessary for project implementation.
♦ Set up the project in the Motorola information system.
♦ Schedule the project kick-off meeting with the City of Fort Worth.
City of Fort Worth Responsibilities:
♦ Assign a single point of contact responsible for the Customer signed approvals.
♦ Assign other resources necessary to ensure completion of project tasks for which the City of
Fort Worth is responsible.
Completion Criteria:
♦ Motorola internal processes are set up for project management.
♦ Both Motorola and the City of Fort Worth assign all required resources.
♦ Project kickoff meeting is scheduled.
Project Kickoff
Motorola Responsibilities:
♦ Conduct a project kickoff meeting during the Contract Design Review(CDR)phase of the
project.
♦ Ensure key project team participants attend the meeting.
♦ Introduce all project participants attending the meeting.
♦ Review the roles of the project participants to identify communication flows and decision-
making authority between project participants.
♦ Review the overall project scope and objectives with the City of Fort Worth.
♦ Review the resource and scheduling requirements with the City of Fort Worth.
♦ Review the Project Schedule with the City of Fort Worth to address upcoming milestones
and/or events.
♦ Review the teams' interactions(Motorola and the City of Fort Worth),meetings,reports,
milestone acceptance,and the City of Fort Worth's participation in particular phases.
City of Fort Worth Responsibilities:
♦ The City of Fort Worth's key project team participants attend the meeting.
♦ Review Motorola and the City of Fort Worth responsibilities.
Completion Criteria:
♦ Project kick-off meeting completed.
♦ Meeting notes identify the next action items.
Page 5
City of Fort Worth
Single Position Console Expansion
Contract Design Review(CDR)
Review Contract Design
Motorola Responsibilities:
♦ Meet with the City of Fort Worth project team.
♦ Review the operational requirements and the impact of those requirements on various
equipment configurations.
♦ Establish a defined baseline for the system design and identify any special product
requirements and their impact on system implementation.
♦ Review the System Design, Statement of Work,and Acceptance Test Plans,and update the
contract documents accordingly.
♦ Discuss the proposed Cutover Plan and methods to document a detailed procedure.
♦ Submit design documents to the City of Fort Worth for approval. These documents form the
basis of the system,which Motorola will manufacture,assemble, stage,and install.
♦ Establish demarcation point(SUPPLIED BY THE MOTOROLA SYSTEM ENGINEER)to
define the connection point between the Motorola-supplied equipment and the City of Fort
Worth-supplied link(s)and external interfaces.
Restrictions:
• Motorola is not responsible for issues outside of its immediate control.
City of Fort Worth Responsibilities:
♦ The City of Fort Worth's key project team participants attend the meeting.
♦ Make timely decisions,according to the Project Schedule.
Completion Criteria:
♦ Complete Design Documentation,which may include updated System Description,Equipment
List,system drawings,or other documents applicable to the project.
♦ Incorporate any deviations from the proposed system into the contract documents accordingly.
♦ The system design is"frozen,"in preparation for subsequent project phases such as Order
Processing and Manufacturing.
♦ A Change Order is executed in accordance with all material changes resulting from the Design
Review to the contract.
Order Processing
Process Equipment list
Motorola Responsibilities:
♦ Validate Equipment List by checking for valid model numbers,versions,compatible options to
main equipment,and delivery data.
♦ Enter order into Motorola's Customer Order Fulfillment(COF)system.
♦ Create Ship Views,to confirm with the City of Fort Worth the secure storage location(s)to
which the equipment will ship. Ship Views are the mailing labels that carry complete
equipment shipping information,which direct the timing,method of shipment,and ship path
for ultimate destination receipt.
Page 6
City of Fort Worth
Single Position Console Expansion
♦ Create equipment orders.
♦ Reconcile the equipment list(s)to the Contract.
♦ Procure third-party equipment if applicable.
City of Fort Worth Responsibilities:
♦ Approve shipping location(s).
♦ Complete and provide Tax Certificate information verifying tax status of shipping location.
Completion Criteria:
♦ Verify that the Equipment List contains the correct model numbers, version,options,and
delivery data.
♦ Trial validation completed.
♦ Bridge the equipment order to the manufacturing facility.
Manufacturing and Staging
Manufacture Motorola Fixed Network Equipment
Motorola Responsibilities:
♦ Manufacture the Fixed Network Equipment(FNE)necessary for the system based on
equipment order.
City of Fort Worth Responsibilities:
♦ None.
Completion Criteria:
♦ FNE shipped to the field.
Manufacture Non-Motorola Equipment
Motorola Responsibilities:
♦ Manufacture(third party equipment suppliers)non-Motorola equipment necessary for the
system based on equipment order.
City of Fort Worth Responsibilities:
♦ None.
Completion Criteria:
♦ Ship non-Motorola manufactured equipment to the field facility.
Ship Equipment to Field
Motorola Responsibilities:
♦ Pack system for shipment to final destination.
♦ Arrange for shipment to the field.
City of Fort Worth Responsibilities:
♦ None.
Page 7
City of Fort Worth
Single Position Console Expansion
Completion Criteria:
♦ Equipment ready for shipment to the field.
Ship Acceptance(Milestone)
♦ All equipment shipped to the field.
Civil Work for The City of Fort Worth Provided Facilities
Motorola Responsibilities:
♦ Provide electrical requirements for each piece of equipment to be installed in the City of Fort
Worth-provided facilities.
♦ Provide heat load for each piece of equipment to be installed in the City of Fort Worth
provided facilities.
City of Fort Worth Responsibilities:
♦ Secure power and LAN connections.
♦ Provide clear and stable access to the sites for transporting electronics and other materials.
Sufficient site access must be available for trucks to deliver materials under their own power
and for personnel to move materials to the facility without assistance from special equipment.
♦ Supply adequately sized electrical service,backup power(UPS,generator,batteries,etc.)
including the installation of conduit,circuit breakers,outlets, etc.,at each equipment location.
Provide AC power(dedicated 20 Amp AC circuits)for each major piece of equipment
terminated in quad outlets within 3' of final operator position mounting location as specified in
the System Description, including the associated electrical service and wiring(conduit,circuit
breakers,etc.).
♦ Provide adequate HVAC,grounding, lighting,cable routing, and surge protection.
♦ Provide floor space and desk space for the equipment at the City of Fort Worth-provided
facilities.
♦ Relocate existing equipment, if needed,to provide required space for the installation of
Motorola-supplied equipment.
♦ Provide and install operational Elite LAN cabling and ports as specified in the System
Description.
♦ Provide and install operational Elite 7 pair operator cables for each new position as specified in
the System Description.
♦ Provide operator position workstations as specified in the System Description.
♦ Supply grounding tie point within 10 feet from the Motorola-supplied equipment.
♦ Provide obstruction-free area for the cable run between the demarcation point and the
communications equipment.
♦ Supply interior building cable trays, raceways, conduits,and wire supports.
♦ Complete all City of Fort Worth deliverables in accordance within the approved project
schedule
Completion Criteria:
♦ All sites are ready for equipment installations in compliance with Motorola's R56 Standards
and Guidelines for Communication Sites.
Page 8
City of Fort Worth
Single Position Console Expansion
System Installation
Install Fixed Network Equipment
Motorola Responsibilities:
♦ Will provide a short term storage location for the Motorola-provided equipment.
♦ Receive and inventory all equipment.
♦ Install system equipment as specified by the Equipment List, System Description,and system
drawings.
♦ Bond the supplied equipment to the site ground system.
City of Fort Worth Responsibilities:
♦ Provide access to the sites,as necessary.
♦ Provide operator position computers.
♦ Provide appropriate furniture or mounting for the operator position equipment supplied by
Motorola.
♦ Provide and install LAN equipment and cabling.
♦ Provide and install 7 pair operator cables for each new position.
Completion Criteria:
♦ Fixed Network Equipment installation completed and ready for optimization.
Fired Network Equipment Installation Complete
♦ All fixed network equipment installed and accepted by the City of Fort Worth.
System Optimization
Optimize System FNE
Motorola Responsibilities:
♦ Verify that all equipment is operating properly and that all electrical and signal levels are set
accurately.
♦ Motorola and its subcontractors optimize each subsystem.
♦ Verify communication interfaces between devices for proper operation.
♦ Test features and functionality are in accordance with manufacturers' specifications and that
they comply with the final configuration established during the CDR/system staging.
City of Fort Worth Responsibilities:
♦ Provide access/escort to the sites.
Completion Criteria:
♦ System FNE optimization is complete.
Page 9
City of Fort Worth
Single Position Console Expansion
Optimization Complete
♦ System optimization is completed. Motorola and the City of Fort Worth agree that the
equipment is ready for acceptance testing.
Training
Perform Training
Motorola Responsibilities:
None. Training not required.
City of Fort Worth Responsibilities:
None.Training not required.
Acceptance Testing
Perform Equipment Testing
Motorola Responsibilities:
♦ Test individual components of the system to verify compliance to the equipment specifications.
♦ Repeat any failed test(s)once Motorola(or the City of Fort Worth)has completed the
corrective action(s).
♦ Prepare documentation of component tests to be delivered as part of the final documentation
package.
City of Fort Worth Responsibilities:
♦ Witness tests if desired.
Completion Criteria:
♦ Successful completion of equipment testing.
Perform Functional Testing
Motorola Responsibilities:
♦ Verify the operational functionality and features of the individual subsystems and the system
supplied by Motorola,as contracted.
♦ If any major task as contractually described fails,repeat that particular task after Motorola
determines that corrective action has been taken.
♦ Document all issues that arise during the acceptance tests.
♦ Document the results of the acceptance tests and present to the City of Fort Worth for review.
♦ Resolve any minor task failures before Final System Acceptance.
City of Fort Worth Responsibilities:
♦ Witness the functional testing.
♦ Perform functional testing of the Locution system
Page 10
City of Fort Worth
Single Position Console Expansion
Completion Criteria:
♦ Successful completion of the functional testing.
♦ City of Fort Worth approval of the functional testing.
Finalize
System Cutover
Motorola Responsibilities:
♦ Motorola and the City of Fort Worth approve a mutually agreed upon cutover plan based upon
discussions held during the CDR.
♦ During cutover,follow the written plan and implement the defined contingencies,as required.
City of Fort Worth Responsibilities:
♦ Approve the cutover plan.
♦ Notify the user group(s)affected by the cutover(date and time).
Completion Criteria:
♦ Successful migration from the old system to the new system.
Resolve Punchlist
Motorola Responsibilities:
♦ Work with the City of Fort Worth to resolve punchlist items,documented during the
Acceptance Testing phase, in order to meet all the criteria for final system acceptance.
City of Fort Worth Responsibilities:
♦ Assist Motorola with resolution of identified punchlist items by providing support,such as
access to the sites,equipment and system,and approval of the resolved punchlist item(s).
Completion Criteria:
♦ All punchlist items resolved and approved by the City of Fort Worth.
Transition to Service/Project Transition Certificate
Motorola Responsibilities:
♦ Review the items necessary for transitioning the project to warranty support and service
♦ Provide a City of Fort Worth Support Plan detailing the warranty and post warranty support, if
applicable,associated with the Contract equipment.
City of Fort Worth Responsibilities:
♦ Participate in the Transition Service/Project Transition Certificate(PTC)process.
Completion Criteria:
♦ All service information has been delivered and approved by the City of Fort Worth.
Page 11
City of Fort Worth
Single Position Console Expansion
Finalize Documentation
Motorola Responsibilities:
♦ Provide as-built site drawings and revise necessary existing drawings to reflect system changes.
♦ The documentation will be limited to the following:
• Functional Acceptance Test Plan test sheets and results
• Equipment Inventory List(paper or disk)
• ATP Test Checklists
• System Block Diagram
• RF Site Floor Plan
• RF Site Rack Face Diagrams
City of Fort Worth Responsibilities:
♦ Receive and approve all documentation provided by Motorola.
Completion Criteria:
♦ All required documentation is provided and approved by the City of Fort Worth.
Final Acceptance(Milestone)
♦ All deliverables completed,as contractually required.
♦ Final System Acceptance received from the City of Fort Worth.
Change Order Process
Either Party may request changes within the general scope of this Agreement. If a requested change
causes an increase or decrease in the cost or time required to perform this Agreement,the Parties will
agree to an equitable adjustment of the Contract Price, Performance Schedule,or both,and will reflect
the adjustment in a change order. Neither Party is obligated to perform requested changes unless both
Parties execute a written change order.
Page 12
City of Fort Worth
Single Position Console Expansion
Functional Acceptance Test Plan
Overview Methodology
The Console Expansion Functional Acceptance Test Each test identified in this document shall be
Plan(FATP)will be executed at the completion of conducted by a Motorola representative and
equipment installation. The purpose of this test is to witnessed by an authorized City of Fort Worth
verify correct system functionality of the expansion representative. The results of each test will be
console positions. compared with the test goals and recorded as
Representatives of both the City of Fort Worth and Pass/Fail on the record sheets. If deficiencies are
Motorola will witness the test and provide sign off found during the tests,both the deficiencies and the
upon completion of each individual test and the resolutions will be agreed on and documented.Any
summary results of the entire test. deviations detected during this testing will be
The failure of one test in the testing process will be corrected by Motorola,retested,and witnessed by the
considered a failure of that portion of the test only, City.
and not the entire test.The individual test or group of These tests will be performed on the proposed
the tests affected by the failure will be repeated after expansion consoles only.
corrections have been completed.An acceptance
punch list of items to be improved or corrected will As each test is completed,the Motorola and Fort
be created and tracked to completion. Worth representatives will record the date of the test,
the test results,and their initials. The City of Fort
This test will not include any Locution System Worth and Motorola will sign a statement of
operation and/or functionality. conditional acceptance upon successful completion of
this ATP.
Acceptance Test Procedures
Any system testing that the City of Fort Worth wants
performed that is not specified in the ATP listing
section may reviewed by Motorola for feasibility and
acceptability. Any additional tests may represent a
change in the project's scope.
Each test will be conducted independently using
detailed check sheets to be provided by Motorola,as
appropriate,and approved by the City of Fort Worth
prior to commencement of acceptance testing. If
deficiencies are found during the testing,both the
deficiencies and resolutions to the deficiencies shall
be agreed upon and documented. Where the defined
deficiencies do not prevent productive operational
use of the system,the test will be deemed to have
been completed. Motorola will,however,remain
responsible for the resolution of the remaining
deficiencies as agreed.
Page 13
City of Fort Worth
Single Position Console Expansion
Elite Console Features 2.TEST
Step 1. Click the mouse anywhere in the SITE 1
Console Instant Transmit resource window.
1.DESCRIPTION Step 2. Depress the Instant Transmit button on the
SITE 1 resource window.
The instant transmit switch provides immediate Step 3. Verify that the Transmit indicator is lit.
operator access to a channel, independent of its select
status(selected or unselected). It provides priority Step 4. Verify that outbound audio is heard on
over other dispatchers'transmit bars or optional RADIO-1.
footswitches.
SETUP Step 5. Repeat steps 1 —4 for a trunked talkgroup.
RADIO-1 -SITE I/Talkgroup I Pass Fail
VERSION#1.03
Page 14
City of Fort Worth
Single Position Console Expansion
Elite Console Features 2.TEST
Step 1. Select the SITE 1 Radio Resource by
Conventional Radio Resource moving the cursor over the Radio Resource's
name and selecting.
1.DESCRIPTION Step 2. Begin an outbound console transmission
A Radio Resource is selected on Elite Dispatch using the PTT Button on the newly selected
consoles by placing the cursor over the Radio Radio Resource, in clear mode.
Resource(Channel Control Window),choosing an Step 3. Verify that console's outbound audio can be
area and selecting.The Radio Resource choice area is monitored by RADIO-1.
the region where the name of the Radio Resource is
located(Top alphanumeric line of the Radio Step 4. Respond to the console outbound
Resource). When selected,the background of the transmission from RADIO-1. Verify that
Radio Resource will turn white and the border will RADIO-I audio can be monitored at the
turn green. Choosing the PTT button will send console Select speaker.
keying commands to the station.
SETUP Step 5. Depress any of the other available Radio
Resources to"deselect"the present Radio
Resource.
RADIO-1 -SITE 1
Step 6. Respond to the console outbound
transmission from RADIO-1. Verify that
VERSION 41.03 RADIO-1's audio can be monitored at the
unselect speaker.
Pass Fail
Page 15
City of Fort Worth
Single Position Console Expansion
Elite Console Features 2. TEST
Step 1. Select the SITE I Radio Resource by
Frequency Selectable Conventional Resource moving the cursor over the Radio Resource's
name and clicking the left mouse button.
1.DESCRIPTION Step 2. Use the pull down list to select the first
A Radio Resource is selected on Elite Dispatch frequency in the list.
consoles by placing the cursor over the Radio Step 3. Select the corresponding frequency on
Resource(Channel Control Window), choosing an RADIO-1.
area and selecting. The Radio Resource choice area is
the region where the name of the Radio Resource is Step 4. Verify communications between the console
located(Top alphanumeric line of the Radio and RADIO-1.
Resource). When selected,the background of the
Radio Resource will turn white and the border will Step 5. Repeat steps 1-4 for the remaining
turn green. Choosing the PTT button will send frequencies in the drop down list.
keying commands to the station.
There is also a drop down arrow button that shows
the hidden available functions of that particular Pass Fail
Channel Control Window(ID Display, Coded/Clear
Switch,Volume Control, Frequency Select,etc.).
There are also receive/transmit mode indications
that will appear in the Radio Resource area.
The Frequency Select gives the option to choose 12
separate frequencies.
SETUP
RADIO-I - SITE I
VERSION#1.03
Page 16
City of Fort Worth
Single Position Console Expansion
Elite Console Features 2. TEST
Step 1. The console operator selects the
Console Talkgroup Call TALKGROUP 1 resource window and
changes his mode to clear by depressing the
1.DESCRIPTION padlock button so that it displays an open
padlock.
Resource Windows are used to communicate with Step 2. Transmit on RADIO-1 in the clear mode.
talkgroups. Each talkgroup in the system will have its
own resource window. Step 3. Verify that the console hears audio through
A call from a subscriber unit to a console is indicated the select speaker.
on each dispatch operator position that has a resource Step 4. Verify the display of RADIO-1's ID on the
window associated with the channel the subscriber TALKGROUP 1 resource window,and that
unit is transmitting on. no padlock is displayed because the transmit
When a subscriber keys on a talkgroup that the and receive modes match.
console has selected,the subscriber's audio comes out Step 5. Transmit on console in the clear mode,
of the select speaker of the console.Audio on verify communication with RADIO-1.
talkgroups that the console has not selected is heard
on the unselected speaker.
If the resource has secure capability,a padlock button Pass Fail
appears in the resource window. if an incoming call
is uncoded and is received on a channel where the
transmit mode is set to coded,an unlocked padlock
appears in the call indicator area on the resource. If
an incoming call is coded and the transmit mode is set
to clear,a locked padlock appears in the call indicator
area.
SETUP
RADIO-1 -TALKGROUP 1
CONSOLE-TALKGROUP 1 Resource Window
VERSION 41.02
Page 17
City of Fort Worth
Single Position Console Expansion
Elite Console Features 2.TEST
Step 1. Initiate a TALKGROUP 1 call from
PTT ID/Alias Display RADIO-I.
1.DESCRIPTION Step 2. Verify that RADIO-1's unit ID or alias
displays at the TALKGROUP 1 resource on
Console operator positions contain various resources the console position.
such as talkgroup,multigroup, Private Call which
enable the operator to communicate with the Pass Fail
subscriber units. If activity occurs on one of these
operator position resources,the unit ID or associated
alias of the initiating radio appears at the console
resource. Default operation for the system is to
display unit IDs at the console operator resource,but
pre-defined aliases can be substituted for each unit
ID.
Depending upon system configuration,the unit ID or
the unit ID alias can be displayed at the console
operator resource. If an alias display is preferred,
then unit ID aliases must be programmed to appear at
the console dispatch position.
SETUP
RADI0-1 -TALKGROUP 1
VERSION#1.01
Page 18
City of Fort Worth
Exhibit D
System Acceptance Certificate
City of Fort Worth
Gold Elite Single Operator Expansion Project
This System Acceptance Certificate memorializes the occurrence of System Acceptance.
Motorola and City of Fort Worth acknowledge that:
1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully
completed.
2. The System is accepted.
City of Fort Worth Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
FINAL PROJECT ACCEPTANCE:
Motorola has provided and the City of Fort Worth has received all deliverables, and Motorola has
performed all other work required for Final Project Acceptance.
Fort Worth Representative: Motorola Representative:
Signature: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Page 19
RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 1 of 10
RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT
A CONTRACT BETWEEN
HOUSTON-GALVESTON AREA COUNCIL
Houston,Texas
AND
MOTOROLA,INC.
Farmers Branch,Texas
This Contract is made and entered into by the Houston-Galveston Area Council of Governments,hereinafter referred to as H-GAC,having
its principal place of business at 3555 Timmons Lane,Suite 120,Houston,Texas 77027,AND Motorola,Inc.hereinafter referred to as the
CONTRACTOR,having its principal place of business at 1507 LBJ Freeway,Suite 700,Farmers Branch,Texas 75234.
WITNESSETH
WHEREAS: The H-GAC enters into this Contract as Agent for participating governmental agencies,hereinafter referred to as END
USER, for the purchase of Radio Communication/Emergency Response & Mobile Interoperable Equipment offered by the
CONTRACTOR;and
WHEREAS: The CONTRACTOR offers to sell Radio Communication/Emergency Response&Mobile Interoperable Equipment
through the H-GAC Contract to End Users;and
WHEREAS: The Contract shall be in effect for a period beginning January 1,2008 through December 31,2009,subject to extension
upon mutual agreement of the CONTRACTOR and H-GAC;and now
THEREFORE: H-GAC and the CONTRACTOR do hereby agree as follows:
•GENERAL PROVISION ARTICLES 1-23•
ARTICLE 1: IDENTIFICATION OF CONTRACT DOCUMENTS
The Contract shall be in effect for Radio Communication/Emergency Response&Mobile Interoperable Equipment listed in
Proposal Specifications numbered RA01-08,including any relevant suffixes,and shall consist of the documents identified below in order of
precedence:
1. The text of this Contract form,including Attachment A,and
Attachment B(Motorola Standard Equipment Warranty)
2. CONTRACTOR'S Response to Proposal No.:RAOI-08
3. Proposal Specifications No.: RAOI-08
4. System Purchase Agreements
5. Motorola Software License
The terms and conditions,specifications,manufacture,delivery,warranty,training and service for H-GAC and the END USER
shall be fulfilled in compliance with this Contract including,but not limited to Proposal Specifications,Terms and Conditions,and.
CONTRACTOR'S response opened October 4,2007 unless specifically changed within the text of this Contract Form.
ARTICLE 2: LEGAL AUTHORITY
The CONTRACTOR and H-GAC warrants and assures one another that they have adequate legal counsel and authority to enter
into this Contract. The governing bodies,where applicable,have authorized the signatory officials to enter into this Contract and bind both
parties to the terms of this Contract and any subsequent amendments thereto.
ARTICLE 3: APPLICABLE LAWS
Both parties agree to conduct all activities under this Contract in accordance with all applicable rules,regulations,directives,
issuances and ordinances,and laws in effect or promulgated during the term of this Contract. The CONTRACTOR agrees to conduct all
activities under this Contract in accordance with all applicable rules,regulations,directives,standards, ordinances and laws in effect or
promulgated during the term of this Contract
G:\CONTRACT\RAOI-08.6\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT
Sig Initial:
RADIO CObBaMCATION/EMERGENCY RESPONSE&MOBILE MEROPERABLE EQUIIWENT Page 2 of 10
ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H-
GAC or the CONTRACTOR.No provision of this Contract or act of H-GAC in performance of the Contract shall be construed as making the
CONTRACTOR the agent,servant or employee of H-GAC,the State of Texas or the United States Government. Employees of the Contractor
are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee payrolls and claims
arising therefrom.
CONTRACTOR shall notify H-GAC of any law suits filed against it which involves products sold pursuant to this Contract,or
which,if successful,would adversely affect its financial condition. A law suit which includes a specific demand for an amount in excess of
$250,000 which would not be covered by insurance shall automatically be considered a law suit which,if successful,would adversely affect
the financial condition of the sued party.
ARTICLE 5: TITLES NOT RESTRICTIVE
The titles assigned to the various articles of this Contract are for convenience only and are generally descriptive of the matters
following. Titles shall not be considered restrictive of the subject matter of any section,or part of this Contract.
ARTICLE 6: SUBCONTRACTS
The Contractor agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose of this Agreement or any right,title,
obligation or interest it may have therein to any third party without prior written approval of H-GAC.
H-GAC shall not unreasonably delay or withhold acceptance of a proposed assignment of a proposed subcontractor.
The Contractor aclmowledges that H-GAC is not liable to any suboontractor's of the Contractor.
The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and
provisions of this Contract as if the performance rendered was rendered by the Contractor.
ARTICLE 7: EXAMINATION AND RETENTION OF RECORDS
The CONTRACTOR shall maintain during the course of the work,complete and accurate records of all of the CONTRACTORS
costs and documentation of items which are chargeable to END USER under this Contract. H-GAC,through its staff or designated public
accounting firm,the State of Texas,and the United States Government shall have the right at any reasonable time to inspect copy and audit those
records on or off the premises of the CONTRACTOR Failure to provide access to records may be cause for termination of the Contract
CONTRACTOR agrees that its books and records,as they pertain to work done or items supplied pn=t to the Purchase Order or Contract shall
at all reasonable hours be subject to audit and inspection at the CONTRACTOR'S facility by H-GAC and/or END USER This audit shall be
limited to the verification of invoice quantities to shipments and shipment receipts. Except as otherwise provided by law,nothing contained
herein shall authorize H-GAC and/or END USER to audit particular books or CONTRACTOR insofar as such particular books or records
contain confidential information regarding product costs.
The CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five(5)calendar years from the
date of acceptance of the final contract closeout and until any outstanding litigation,audit or claim has been resolved. The right of access to
records is not limited to the required retention period,but shall last as long as the records are retained.
The CONTRACTOR further agrees to include in all subcontracts under this Contract,a provision to the effect that the subcontractor
agrees that H-GAC'S duly authorized representatives, shall,until the expiration of five(5)calendar years after final payment under the
subcontract or until all audit findings have been resolved,have access to and the right to examine and copy any directly pertinent books,
documents,papers,invoices and records of such subcontractor involving transactions relating to the subcontract.
ARTICLE 9: CHANGES AND AMENDMENTS
Any alterations,additions,or deletions to the terms of this Contract which are required by changes in federal law or regulations are
automatically incorporated into this Contract without written amendment hereto,and shall become effective on the date designated by such law or
regulation;provided if the Contractor may not legally comply with such change,the Contractor may terminate its participation herein as
authorized by Article IS.
H-GAC may,from time to time,require changes in the scope of the services of the Contractor to be performed hereunder. Such
changes that are mutually agreed upon by and between H-GAC and the Contractor in writing shall be incorporated into this Contract.
ARTICLE 9: DISPUTES
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Any and all disputes concerning questions of fact or of law arising under this Contract which are not disposed ofby agreement shall be
decided by the Executive Director of H-GAC or his designee,who shall reduce his decision to writing and provide notice thereof to the
Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days from the date of
receipt of such notice,the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this
Article,the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position.The decision of the Executive
Director after any such rehearing shall be final and conclusive.The Contractor may,if it elects to do so,appeal the final and conclusive decision
of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder,the Contractor shall proceed
diligently with the performance of the Contract and in accordance with H-GAC'S final decision.
ARTICLE 10: SEVERABILITY
All parties agree that should any provision of this Contract be determined to be invalid or unenforceable,such detemination shall not
affect any other term of this Contract,which shall continue in full force and effect
ARTICLE 11: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty
placed on such party by reason of or through strikes,stoppage of labor,riot,fire,flood,acts of war,insurrection,accident,order of any court,act
of God,or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance,in such event,the time for the
performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest
solely with H-GAC.
ARTICLE 12: NON DISCRIMINATION AND EQUAL OPPORTUNITY
The Contractor agrees to comply with all federal statutes relating to nondiscrimination. These include but are not limited to:(a)Title
VI of the Civil Rights Act of 1964(P.L.88-352)which prohibits discrimination on the basis of race,color or national origin;(b)Title IX of the
Education Amendments of 1972,as amended(20 U.S.C.§§1681-1683,and 1685-1686),which prohibits discrimination on the basis ofsex;(c)
Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C.§794),which prohibits discrimination on the basis of handicaps and the
Americans with Disabilities Act of 1990;(d)the Age Discrimination Act of 1974,as amended(42 U.S.C.§§6101-6107),which prohibits
discrimination on the basis of age;(e)the Drug Abuse Office and Treatment Act of 1972(P.L.92-255),as amended,relating to nondiscrimination
on the basis ofdrug abuse;(t)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.1.91-
616),as amended,relating to the nondiscrimination on the basis of alcohol abuse or alcoholism;(g)§§523 and 527 of the Public Health Service
Act of 1912(42 U.S.C.290 dd-3 and 290 ee-3),as amended,relating to confidentiality of alcoh of and drug abuse patient records;(h)Title VIII of
the Civil Rights Act of 1968(42 U.S.C.§3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing;(1)
any other nondiscrimination provisions in any specific statute(s)applicable to any Federal funding for this Contract;and 0)the requirements of
any other nondiscrimination statute(s)which may apply to this Contract.
ARTICLE 13: CRIMINAL PROVISIONS AND SANCTIONS
The CONTRACTOR agrees that it will perform the Contract in conformance with safeguards against fraud and abuse as set forth by
the H-GAC,the State of Texas,and the acts and regulations ofthe funding entity.The CONTRACTOR agrees to promptly notify H-GAC of
suspected fraud,abuse or other criminal activity through the filing of a written report within twenty-four(24)hours of knowledge thereof.
Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Contract within
twenty-four(24)hours of such occurrence.Theft or willful damage to property on loan to the Contractor from H-GAC,if any,shall be reported
to local law enforcement agencies and H-GAC within two(2)hours of discovery of any such act
The CONTRACTOR further agrees to cooperate fully with H-GAC,local law enforcement agencies,the State of Texas,the Federal
Bureau of Investigation and any other duly authorized investigative unit in carrying out a full investigation of all such incidents.
ARTICLE 14: PURCHASE ORDERS ISSUED PURSUANT TO CONTRACTS
Through Inted9cal Contracts,H-GAC offers governmental agencies and qualifying non-profit corporations the opportunity to
participate in the H-GAC Cooperative Purchasing Program. Therefore,purchase orders may be executed by END USERS throughout the
State. In addition,through Interstate Interlocal Contracts the Program is now made available for possible participation by END USERS
beyond Texas.
ARTICLE 15: SCOPE OF SERVICES
The services to be performed by CONTRACTOR in the State of Texas are outlined within this Contract,Proposal specifications,
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any Attachment, and Proposal Response. Any Change Order shall be stated in complete detail and submitted by END USER to
CONTRACTOR and copied to H-GAC. No verbal Change Order shall be accepted by CONTRACTOR from any END USER
ARTICLE 16: THE COMPLETE AGREEMENT
This Contract consists of the Contract text stated herein,the Proposal Specifications,including but not limited to Terms and
Conditions,proposalers/proposaler's response,including but not limited to,prices and options offered all of which are incorporated within
the contract,and constitute the complete agreement between the parties hereto. Ibis Contract supersedes any and all oral or written
agreements between the parties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without the
written consent of both parties.
ARTICLE 17: LIMTPATION ON LIABILITY
The CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER,any
amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid in violation ofthe
terms of this Contract.
&ceps for personal injury or death,Motorola's total liability whether for breach of contract,warranty,negligence,strict liability in tort or
otherwise,is limited to the price of the particularproducts sold hereunder with respect to which either refund the purchase price,repair or
replace product(s) that are not as warranted In no event will Motorola be liable for any loss of use, loss of time, inconvenience,
commercial loss,lost profts orsavings or other incidental,special,or consequential damages to the full extent such may be disclaimed by
law.
ARTICLE IS: TERMINATION PROCEDURES
CONTRACTOR acknowledges that this Contract may be terminated under the following circumstances:
A Convenience
H-GAC may terminate this Contract in whole or in part without cause at any time by written notice by certified mail to
CONTRACTOR whenever for any reason H-GAC determines that such termination is in the best interest ofH-GAC. Upon receipt
of notice of termination,all services hereunder of CONTRACTOR and its employees and subcontractors shall cease to the extent
specified in the notice of termination. In the event of termination in whole,CONTRACTOR shall prepare final invoices within 30
calendar days of such termination reflecting the services actually performed which have not appeared on any prior invoice. Such
invoices shall be satisfactory to the Executive Director or his designee. END USER will pay CONTRACTOR,in accordance with
the terns and conditions of this Contract,for services actually performed and accruing to the benefit of END USER less any
compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract, will invoice
CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges.
CONTRACTOR may cancel or terminate this Contract upon thirty(30)days written notice by certified mail to H-GAC.
CONTRACTOR may not give notice of cancellation after it has received notice of default from H-GAC. In the event of such
termination prior to completion of this Contract provided for herein,END USER will pay CONTRACTOR,in aceordancewiththe
term and conditions of this Contract, for services actually performed and accruing to the benefit of END USER less any
compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract, will invoice
CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges.
B. Default
H-GAC may,by written notice of default to CONTRACTOR,terminate the whole or any part of this Contract in any one of the
following circumstances:
(1) If CONTRACTOR fails to perform the services herein specified within the time specified herein or any extension thereof,
or
(2) If CONTRACTOR fails to perform any of the provisions of this Contract for any reason whatsoever,or so fails to make
progress or otherwise violates this Contract that completion of services herein specified within the term of this Contract is
significantly endangered,and in either of these two instances does not cure such failure within a period of ten(10)calendar
days(or such longer period of time as may be authorized by H-GAC in writing)after receiving written notice by certified
mail of default from H-GAC.
In the event of such termination,all services of CONTRACTOR and its employees and subcontractors shall cease and
CONTRACTOR shall prepare a final invoice reflecting the services actually performed pursuant to this Contract which have not
appeared on any prior invoice. Such invoice must be satisfactory to the END USER and to the Executive Director ofH-GAC or his
designee.END USER reserves the right,in accordance with the terms and conditions of this Contract,to withhold from the payment
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of said invoices for services actually performed and accruing to the benefit of END USER,as reflected on invoice,any compensation
previously paid and any costs or damages incurred by END USER as a result of such default,including incremental costs that END
USER will incur to have Purchase Order(s)completed by a person other than CONTRACTOR H-GAC,in accordance with the
terms and conditions of this Contract,will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR
agrees to pay said order processing charges.
C. Final Billing In the Event of Termination
CONTRACTOR shall fill all pending orders and then prepare final invoices reflecting the services actually performed pursuant to
this Contract and to the satisfaction of H-GAC'S Executive Director or his designee. END USER will pay CONTRACTOR,in
accordance with the terms and conditions of this Contract,for services actually performed and accruing to the benefitof END USER
less any compensation previously paid. H-GAC,in accordance with the terms and conditions of this Contract,will invoice
CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges.
ARTICLE 19: GOVERNING LAW&VENUE
This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suitor cause ofaction arising under or
in connection with the Contract shall lie exclusively in Harris County,Texas. Disputes between END USER and CONTRACTOR are to
be resolved in accord with the law and venue rules of the state of purchase. CONTRACTOR shall immediately notify H-GAC of
such disputes.
ARTICLE 20: CONTRACTOR'S REPRESENTATIVE
CONTRACTOR'S representative(s)shall be the contact person(s)concerning all matters pertaining to END USER orders. Any
change of representation shall be immediately communicated in written form to H-GAC by CONTRACTOR
END USER will remit all payments to CONTRACTOR under this Contract. Under no circumstances shall checks be made
payable to arepresentative. Should a representative submit invoices to END USER for reimbursement of costs relating to an END USER
Purchase Order for productstservices,the Invoice shall be forwarded to CONTRACTOR.
ARTICLE 21: REPORTING REOUMEMENTS
Upon request by H-GAC,CONTRACTOR shall provide monthly written reports to H-GAC. Such reports may include,but are not
limited to the following;detailing of all orders received,scheduled production,and scheduled delivery under this contract
If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any report or other documentation required by this
Contract,or otherwise fails to satisfactorily render performances hereunder,such failure may be considered cause for termination ofthis Contract.
ARTICLE 22: MOST FAVORED CUSTOMER CLAUSE
If MOTOROLA at any time during a contract period,routinely enters into agreements with other governmental customers within the State
of Texas,and offers the same or substantially the same products offered to H-GAC on a basis that provides prices more favorable than those
provided to H-GAC,MOTOROLA shall within ten(10)business days thereafter notify H-GAC ofthat offering. The contract with H-GAC
shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract,wherein
MOTOROLA shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders purchased the same quantity
and under the same circumstances.H-GAC shall have the right and option at any time to decline to accept any such change,in which case
the amendment shall be deemed null and void. If MOTOROLA believes any apparently more favorable price charged and/or offered a
customer during the term of this agreement is not in fact most favored treatment,MOTOROLA shall within ten(10)business days notify H-
GAC in writing,setting forth the detailed reasons MOTOROLA believes aforesaid offer which has been deemed to be a most favored
treatment,is not in fact most favored treatment. H-GAC,after due consideration of such written explanation,may decline to accept such
explanation and thereupon the contract between H-GAC and MOTOROLA shall be automatically amended,effective retroactively,to the
effective date of the most favored agreement,to provide the same prices to H-GAC.
The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Motorola has in the State of
Texas. The term pre-existing contracts"shall refer to contracts in existence as of the original effective date of the HGAC contract,
i.e.1/1/08.
The Parties agree that the above MFC provision shall not apply to the sale of large communications systems(one million dollars
(S1,000,000.00)and above). The term"Communications System"shall refer to a project that includes the sale of infrastructure hardware
and/or software,user devices,and Motorola engineering and installation service. The contract for a"Communication System"will always
have a Statement of Work and an Acceptance Test Plan.
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The Parties accept the following definition of routine. A prescribed,detailed course ofaction to be followed regularly;a standard
procedure.
ARTICLE 23: INDEMNIFICATION
The CONTRACTOR agrees,to the extent permitted by law,to defend and hold harmless H-GAC,the State of Texas,the United
States Government and their respective board members,officers,agents,officials,and employees from any and all claims,costs,expenses
(including reasonable attorney fees), actions,causes of action,judgments,and liens arising as a result of and to the extent caused by the
CONTRACTOR'S negligent acts or omissions under this Contract, the CONTRACTOR'S non-performance of this Contract, or the
CONTRACTOR'S violation of any law,regulation or other standard incorporated herein.The CONTRACTOR shall notify H-GAC of the
threat of lawsuit or of any actual suit filed against the CONTRACTOR relating to this Contract.
• PRODUCT SPECIFIC ARTICLES 24-46 •
ARTICLES 24.25 AND 26 ARE COMBINED TO READ AS FOLLOWS:
PROCEDURAL STEPS ENUMERATED FOR SALES TO END USERS
1. All Cooperative Purchasing business will be processed in accordance with H-GAC's policies and procedures,at contracted prices,and
shall include approved order processing charges.
2. END USER will access the Cooperative Purchasing Program through the H-GAC website and/or by submission of any duly
executed purchase order to a contractor having a valid contract with H-GAC and in a format acceptable to H-GAC.
3. END USER will submit order(s)electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s)
directly to CONTRACTOR at contract prices,and also submit a copy to H-GAC.
4. The H-GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRACTOR and H-GAC,
and invoice each END USER for(1)products/services purchased and(2)H-GAC'S applicable order processing charge.
5. Upon delivery,acceptance,and receipt of an H-GAC CONTRACTOR's,documented invoice,END USER shall pay the H-GAC
CONTRACTOR the full amount of the invoice.
6. For orders of less than S 100,000,CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in
any case,not later than sixty(60)calendar days after End User order is processed. Payments will be processed to H-GAC on
a monthly basis.For orders of S 100,000 or more,CONTRACTOR will promptly pay to H-GAC any order processing
charges due,and in any case,not later than forty-five(45)calendar days after receipt of End User payment by Motorola.
7. Failure to promptly remit H-GAC's order processing charges may result in sanctions including,but not limited to,contract
termination.
8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER,according to the requirements of
the specifications,this Contract,and purchase order issued to CONTRACTOR by an END USER. All required equipment tests
shall be borne by CONTRACTOR.
9. CONTRACTOR shall promptly provide H-GAC and END USER with all information pertaining to delivery schedules.
CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification for any
specific purchase order when requested.
10. All prices are F.O.B.END USER'S location with all transportation charges prepaid and included in any invoice.
11. All pricing shall be based on the current contract unless the H-GAC CONTRACTOR prior to receipt of END USER's purchase
order for delivery of any producL-(services has received H-GAC's prior written approval for any price increases.
12. The H-GAC CONTRACTOR agrees to accept the terns of this agreement and to conduct all transactions based on pricing and
other terms of the contract including,but not limited to,the applicable H-GAC order processing charge. The CONTRACTOR
agrees to encourage END USERS to execute authorizing Interlocal contracts with H-GAC.
ARTICLE 27: PRE-PAYMENTS AND DISCOUNTS
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1. Progress and pre-payment discounts offered by CONTRACTOR shall be fully disclosed to END USER by
CONTRACTOR'S representative and subsequently listed on the END USER'S purchase order to
CONTRACTOR.
Discounts may be offered by CONTRACTOR based on similarly constructed products and quantity purchases.
Discounts may be stated in either dollar amount or percentage and shall be applicable to CONTRACTOR defined
number of similar units.
2. CONTRACTOR shall be the sole source of determination as to similar designation.
ARTICLE 28: LIABILITY INSURANCE
CONTRACTOR shall maintain proof of liability insurance in minimum amounts listed below and shall provide proof of said
insurance to H-GAC upon request.
General liability $1,000,000 per single occurrence
Product liability $1,000,000 per single occurrence
Insurance coverage shall be in effect for the length of the contract and any extensions thereof,plus the number of months or days
required to deliver any outstanding order after the close of the contract. Contractor shall promptly notify H-GAC of cancellation or changes
in insurance coverage during the contract period.
ARTICLE 29: COMPLETION AND LIQUIDATED DAMAGES
(77is Article does not apply to this Contract)
ARTICLE 30: COMPLIANCE WITH PROPOSAL SPECIFICATIONS
The contract herein provides certain details emphasizing the intent of the proposal specifications:
Warranties:
CONTRACTOR'S standard equipment warranty,as revised 4-1-00,shall be made a part of this Contract,a copy of which shall be
attached to this Document. H-GAC reserves the right to examine the language in this standard warranty and to accept or reject any
changes made after this date. H-GAC shall hold the CONTRACTOR responsible for the execution and effectiveness of all
product warranty. H-GAC shall look only to the CONTRACTOR as the sole source for solution to problems arising from
warranty claims. The CONTRACTOR agrees to respond directly to correction of warranty claims and to ensure reconciliation of
warranty claims which have been assigned to a third party.
Selection of Components:
The selection of quality components shall be determined by the CONTRACTOR. Since durability and warranty provisions are an
inherent consideration in the selection process,H-GAC and the END USERS subject themselves to a trust relationship with the
CONTRACTOR to deliver a product which will comply with standards set for the specified product detail in the proposal
specifications.
Contractor's Default:
Should the contractor default in providing the equipment as specified in the specifications,and in this contract,recourse may be
exercised through the performance bond or other legal remedies.
Delivery to End User:
CONTRACTOR shall schedule delivery to END USER sites in coordination with the relevant END USER's site.
Accessories and Options:
All accessories and options listed in the Option Table shall become part of this contract.
ARTICLE 31: DOCUMENTATION
CONTRACTOR will provide END USER Agency complete operating manuals on all equipment ordered.
ARTICLE 32: MANUFACTURER PRICE DECREASES/INCREASES
1. Except as provided in ARTICLE 35,No price increases shall be allowed during the first twelve(1.2)months of this
Contract period.
2. Any request for a price change must be submitted to H-GAC on CONTRACTOR'S letterhead,must be signed by a
corporate officer,and must be received by H-GAC at least forty five(45)calendar days prior to the requested effective
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date of the increase.
3. Price increase requests MUST be supported by documentation,acceptable to H-GAC,concerning CONTRACTOR'S
actual cost increase.
4. H-GAC reserves the right to accept or reject any price change request.
In cases involving contract extensions exceeding sixty-one(61)days beyond the stated expiration date of this Contract,CONTRACTOR
may request a price change based on the same conditions as stated above. However,the forty-five(45)day prior notice is waived and H-
GAC will consider the request immediately on receipt.
ARTICLE 33: CONTRACTOR'S FIRMWARE/SOFTWARE
CONTRACTOR provides firmware/software only under license. END USER agencies will not own such firmware/software and
will be authorized for its use only after proper completion of the CONTRACTOR'S Software Agreement Documentation except as
CONTRACTOR agrees to sell the Source Code to the END USER-
ARTICLE 34: SYSTEM PURCHASE AGREEMENT
It is agreed that the scope of this Contract is limited to the procurement of equipment and services defined in Motorola's Proposal
Response opened October 4,2007 in response to the Proposal Specifications. It is further agreed that END USERS may use this Contract to
purchase systems and/or services. In such event,a separate agreement,making reference to this Contract,may be negotiated between the
CONTRACTOR,and the END USER Said document shall be entitled, "System PurehaseAgreement".
Using prices for products and services established in the Proposal Response opened October 4,2007,each "System Purchase
Agreement"shall define the associated costs for all such services. The"System Purchase Agreement"shall set forth all specific details of
the negotiated agreement. It may include,but is not limited to the following: •division of responsibilities, •sites, •surface/subsurface
conditions, •system design technical requirements, •performance and schedules, •coverage, •warranties, •installation and
implementation, •list of deliverables, •Title and Risk of Loss, • FCC Licensing, •software licensing, •acceptance criteria, •payment
terms, •documentation requirements, •changes, •customer delay, •termination for convenience/default, •limitation of liability,
•training, •bonds,and •maintenance.
ARTICLE 35: SUBSTITUTIONS AND DEVIATIONS
H-GAC agrees to the substitution of Contractor's new published list prices to include new offerings. Along with the price book,
Contractor will continue to provide a static discount structure to each part using published APC's(assigned product codes)
consistent with current discounts. The new pricing,submitted in CD format,will be updated bi-monthly and provide a published
sheet containing any changes within the CD format. Upon receipt of the CD,H-GAC will notify Contractor within five(5)
business days if the price increases are not acceptable,or if H-GAC requires more information to make the determination.
ARTICLE 36: BLANKET PERFORMANCE BOND
(This Article does not apply to this Contract)
ARTICLE 37: PERFORMANCE BOND ISSUED TO END USER
Optional Performance Bonds may be purchased and issued to the relevant END USER for an amount equal to the value of each
purchase order.
ARTICLE 38: INSPECTIONS BY H-GAC
CONTRACTOR agrees to provide access to H-GAC authorized personnel for inspection of facilities and audit of purchase orders
during the Contract period and for a period extending to the completion of any and all equipment ordered under the terms of this contract.
Site inspections shall be arranged not less than ten(10)calendar days before said inspections and shall state the name(s)of persons who will
conduct the inspections. CONTRACTOR shall not incur expenses relating thereto.
ARTICLE 39: PROPOSAL PRICES OFFERED BY CONTRACTOR
The pricing listed in CONTRACTOR'S Proposal Response as stated on FormsD through Fshall be applicable to all products
ordered under the terms of this Contrail. Additional discounts may be offered at the discretion and sole liability of the CONTRACTOR.
ARTICLE 40: CHANGE ORDER PROVISIONS
Texas statutes limit change orders to an amount not exceeding twenty-five(25%)of the proposal price. A decrease of like amount
is also provided. For the purpose of H-GAC procedures,the proposal price includes the base proposal amount and all priced options
submitted with the proposal response.
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ARTICLE 41: ORDER CANCELLATION
In the event CONTRACTOR is unable to deliver a product/service by the scheduled delivery date,and the delay is caused by
factory production delays exceeding one hundred twenty(120)days from the delivery date set in the purchase order,said product/service
shall be subject to possible cancellation by END USER.
CONTRACTOR shall notify END USER and H-GAC of any conditions of Force Majeure that might causedelay in delivery of
products/services.[See Article 11:"Force Majeure"j
ARTICLE 42:ASSIGNMENT OR SUBLEASE OF RIGHTS
Neither party shall assign or sublease any rights under this contract without the written consent of the other party,JSee Article:
"Subcontracts"
ARTICLE 43:CHANGE OF OWNERSHIP
The CONTRACTOR shall notify H-GAC of any material change in name,ownership or control. Such notification shall be
supplied within ten(10)business days of such change.
ARTICLE 44:NON-COMPETITION CLAUSE
A CONTRACTOR'S published or unpublished options may not compete with another CONTRACTOR'S base proposal
award,
ARTICLE 45:PRODUCER PRICE INDEX APPLIED TO CONTRACT EXTENSIONS
Consideration of any contract extension exceeding sixty-one(61)days beyond the stated expiration date of the original contract
period, may be subject to possible increases/decreases in the original proposal prices offered by the CONTRACTOR. The price
increases/decreases shall not exceed the Producer Price Index(PPI)for the latest available reporting period prior to expiration of the original
contract.
The relevant product code,as defined by the criteria of the U.S.Department of Labor's latest reporting period,shall be used to
determine the maximum price increase/decrease for the length of the contract extension. H-GAC shall establish the date of the latest
available report in determining the rate of increasetdecreme based on direct communication with the U.S.Department of Labor.
ARTICLE 46: CONTRACT PERFORMANCE
CONTRACTOR must meet the following performance criteria at all times,and to H-GAC's complete satisfaction. Failure to do
so may be considered to be non-compliant performance and may result in contract termination at H-GAC's sole discretion.
1. CONTRACTOR shall maintain sufficient qualified staff to process Purchase Orders,and to respond promptly by telephone,fax,
and email.
2. CONTRACTOR shall participate in orientation and training as may be required by H-GAC.
3. H-GAC reserves the right to request that a new Sales Representative be assigned to the contract(Proposal Specifications,General
Terms and Conditions).
4. CONTRACTOR shall provide toll free line(s)for access by H-GAC's End Users.
5. Motorola will use commercially reasonable efforts to encourage H-GAC End User Participants to purchase contracted items
through the H-GAC Contract.
6. All Products/services sold and delivered will include all current manufacturer's standard features at no additional charge,and
meet all H-GAC requirements and specifications in all respects.
7. Scheduled delivery dates will be met in all cases unless prevented by Force Majeure.
G:\CONTRACI*tRA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INIEROPERABLE EQUIPMENT
Sig Initial:
RADIO COMMUMCATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Prigs 10 of 10
This contract,signed in two originals by both parties,shall become effective on the First day of January,2009
and shall remain in effect for a period ending on the Thirty First day of December,2009 at Midnight Central
Time.The incorporated copies of Proposal Specifications numbered RAOI-08 Terms and Conditions,
and Proposaler s Response documents as identified in Article 1.shall become part of this contract.
Signed for Houston Galveston
Area Council tive Director
Houston,TX `
Attest for Houston Galveston
Area Council Deid ick,D o Public Se s
Houston,TX
Date: 2
Signed for Motorola,Inc.
Farmers Branch,TX p,
Date: o.Z o2 '20
Printed Name&Title: F4(W--Z1- f�`-KOd
"�57-4F��
/nisi 0%ee -e-3,
Attest for Motorola,Inc.
Farmers Branch,TX
Date: a,&,2420 17
Printed Name&Title:2&".7'fy "'W/Ii r—Vt fG�
V C-t--
G:ICONTRACT)RA01-08.8motorolal RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE WMROPERABLE EQUIPMENT
Sig Initial:
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This warranty applies within the fifty(50)United States,the District of Columbia and
Canada.
LIMITED WARRANTY
MOTOROLA COMMUNICATION PRODUCTS
If the affected product is being purchased pursuant to a written Communications System
Agreement signed by Motorola,the warranty contained in that written agreement will apply.
Otherwise,the following warranty applies.
1. WHAT THIS WARRANTY COVERS AND FOR HOW LONG:
Motorola Inc. or, if applicable, Motorola Canada Limited ("Motorola") warrants the
Motorola manufactured radio communications product,including original equipment crystal
devices and channel elements ("Product"), against material defects in material and
workmanship under normal use and service for a period of One(1) Year from the date of
shipment.
Motorola, at its option, Neill at no charge either repair the Product (with new or
reconditioned parts), replace it with the same or equivalent Product (using new or
reconditioned Product), or refund the purchase price of the Product during the warranty
period provided purchaser notifies Motorola according to the terms of this warranty.
Repaired or replaced Product is warranted for the balance of the original applicable warranty
period. All replaced parts of the Product shall become the property of Motorola.
This express limited warranty is extended by Motorola to the original end user purchaser
purchasing the Product for purposes of leasing or for commercial, industrial, or
governmental use only,and is not assignable or transferable to any other party. This is the
complete warranty for the Product manufactured by Motorola. Motorola assumes no
obligations or liability for additions or modifications to this warranty unless made in writing
and signed by an officer of Motorola. Unless made in a separate written agreement between
Motorola and the original end user purchaser, Motorola does not warrant the installation,
maintenance or service of the Product
Motorola cannot be responsible in any way for any ancillary equipment not furnished by
Motorola which is attached to or used in connection with the Product,or for operation of the
Product with any ancillary equipment, and all such equipment is expressly excluded from
this warranty. Because each system which may use the Product is unique, Motorola
disclaims liability for range, coverage, or operation of the system as a whole under this
warranty.
U. GENERAL PROVISIONS:
This warranty sets forth the full extent of MotoroWs responsibilities regarding the
Product. Repair, replacement or refund of the purchase price, at Motorola's option, is the
exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS
WARRANTIES.MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT
SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE
L ^ OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
�,y COMMERCIAL LOSS,LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL,SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY
TO USE SUCH PRODUCT,TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
III. HOW TO GET WARRANTY SERVICE:
Purchaser must notify Motorola's representative or call Motorola's Customer Response
Center at 14WD-247-2346 within the applicable warranty period for information regarding
warranty service.
TV. WHAT THIS WARRANTY DOES NOT COVER:
A) Defects or damage resulting from use of the Product in other than its normal and
customary manner.
B) Defects or damage from misuse,accident,water,or neglect.
C) Defects or damage from improper testing, operation, maintenance, installation,
alteration,modification,or adjustment.
D) Breakage or damage to antennas unless caused directly by defects in material
workmanship.
E) A Product subjected to unauthorized Product modifications, disassemblies or repairs
(including, without limitation, the addition to the Product of non-Motorola supplied
equipment) which adversely affect performance of the Product or interfere with
Motorola's normal warranty inspection and testing of the Product to verify any warranty
claim.
F) Product which has had the serial number removed or made illegible.
G) Batteries(they carry their own separate limited warranty).
H) Freight costs to the repair depot.
1) A Product which,due to illegal or unauthorized alteration of the software/firmware in
the Product,does not function in accordance with Motorola's published specifications or
with the FCC type acceptance labeling in effect for the Product at the time the Product
was initially distributed from Motorola.
n Scratches or other cosmetic damage to Product surfaces that does not affect the operation
of the Product.
I) That the software in the Product will meet the purchaser's requirements or that the
operation of the software will be uninterrupted or error-free.
L) Normal and customary wear and tear.
M) Non-Motorola manufactured equipment unless bearing a Motorola Part Number in the
form of an alpha numeric number(i.e.,TDE6030B).
V. GOVERNING LAW
In the case of a Product sold in the United States and Canada,this Warranty is governed
by the laws of the State of Illinois and the Province of Ontario,respectively.
VI. PATENT AND SOFTWARE PROVISIONS:
Motorola will defend, at its own expense, any suit brought against the end user
purchaser to the extent that it is based on a claim that the Product or its parts infringe a
United States patent,and Motorola will pay those costs and damages finally awarded against
the end user purchaser in any such suit which are attributable to any such claim, but such
defense and payments are conditioned on the following:
A) that Motorola will be notified promptly in writing by such purchaser of any notice of
such claim;
B) that Motorola will have sole control of the defense of such suit and all negotiations for its
settlement or compromise;and
C) should the Product or its parts become,or in Motorola's opinion be likely to become,the
subject of a claim of infringement of a United States patent, that such purchaser will
permit Motorola,at its option and expense,either to procure for such purchaser the right
to continue using the Product or its parts or to replace or modify the same so that it
becomes non-infringing or to grant such purchaser a credit for the Product or its parts as
depreciated and accept its return. The depreciation will be an equal amount per year
over the lifetime of the Product or its parts as established by Motorola.
Motorola will have no liability with respect to any claim of patent infringement which is
based upon the combination of the Product or its parts furnished hereunder with software,
apparatus or devices not furnished by Motorola,nor will Motorola have any liability for the
use of ancillary equipment or software not furnished by Motorola which is attached to or
used in connection with the Product. The foregoing states the entire liability of Motorola
with respect to infringement of patents by the Product or any its parts thereof.
Laws in the United States and other countries preserve for Motorola certain exclusive
rights for copyrighted Motorola software such as the exclusive rights to reproduce in copies
and distribute copies of such Motorola software. Motorola software may be used in only the
Product in which the software was originally embodied and such software in such Product
may not be replaced, copied, distributed, modified in any way, or used to produce any
derivative thereof. No other use including, without limitation, alteration, modification,
reproduction, distribution,or reverse engineering of such Motorola software or exercise of
rights in such Motorola software is permitted. No license is granted by implication,estoppel
or otherwise under Motorola patent rights or copyrights.
Attachment A
MOTOROLA,INC.
Radio Communication/Emergency Response&Mobile Interoperable Equipment
Contract No.:RA01-08
Product Base Offered
Code Manufacturer Description Price
A&B
Per the RFP Motorola has included an Electronics Catalogue CAT), April 2007 Edition,on a CD media in lieu
of listiong each individual product and its options. In addition,the discount APC(Accounting Product Code)
sheet detailed below h to be used to calculate all individual prices within the ECAT disk
D Service Motorola Integration Services
Motorola offers wide range of services including Integration,Installation and Training.
D The cost of these services is regional in nature. Samples below are listed for reference
only.
D Project Management Daily Rate* $1,500
D S m Engineering Daily Rate* $1 500
D System Technolo ist Daily Rate* $1,800
D Standard Shop Installation:Hourly Rate* $125
D Standard Shop Installation:Daily Rate* $850
D Mobile Radio Installation* S1504350
D Radio Programming* $454100
D Data Installation* $150-$350
D *Prices may vary by Region and Stated Scope.Travel Not Included
APCS AT Catego %Discot
153 Data Applications 15%
297 Data Applications 00/6
333 Data Applications 0*/6
339 Data Applications 0*/0
879 Data Applications 0*/0
Data Subscriber
87 Devices 00/0
Data Subscriber
137 Devices 5%
Data Subscriber
170 Devices 5%
Data Subscriber
171 Devices 100/0
Data Subscriber
225 Devices 100/0
Data Subscriber
312 Devices 20%
Data Subscriber
343 Devices 22%
Data Subscriber
508 Devices 100/0
Data Subscriber
708 Devices 10%
Data Subscriber
736 Devices 22%
Data Subscriber
855 Devices 100/0
214 Fixed Data Products 100/0
275 Fixed Data Products 10%
224 Fixed Data Products 10%
403 Fixed Data Products 100/0
469 Fixed Data Products 10%
499 Fixed Data Products 10%
Fixed Network
222 Equipment 0%
Fixed Network
381 Equipment 5%
Fixed Network
403 Equipment 10%
218 Fixed Stations 20°/a
281 Fixed Stations 18.50%
301 Fixed Stations 20%
360 Fixed Stations 15%
448 Fixed Stations 20%
509 Fixed Stations 20%
512 Fixed Stations 23%
537 Fixed Stations 20%
590 Fixed Stations 20%
595 Fixed Stations 15%
675 Fixed Stations 20%
676 Fixed Stations 20%
680 Fixed Stations 20%
780 Fixed Stations 00/0
793 Fixed Stations 10%
Fixed Station
207 Accessories 10%
Fixed Station
273 Accessories 10%
Fixed Station
277 Accessories 20%
Fixed Station
301 Accessories 20%
Fixed Station
524 Accessories 15%
Fixed Station
525 Accessories 15%
Fixed Station
687 Accessories 18%
Fixed Station
207 Antenna System 10%
Fixed Station
118 Controls 15%
Fixed Station
124 Controls 15%
• Fixed Station
129 Controls 20%
Fixed Station
202 Controls 15%
Fixed Station
207 Controls 10%
Fixed Station
228 Controls 30%
Fixed Station
229 Controls 5%
Fixed Station
261 Controls 5%
Fixed Station
322 Controls 15%
Fixed Station
377 Controls 10%
Fixed Station
404 Controls 20%
Fixed Station
443 Controls 18.50%
Fixed Station
448 Controls 20%
Fixed Station
454 Controls 15%
Fixed Station
708 Controls 100/0
Fixed Station
729 Controls 00/0
Fixed Station
740 Controls 100/0
291 Mobile Accessories 15%
554 Mobile Accessories 15%
644 Mobile Accessories 15%
103 Mobile Stations 20%
109 Mobile Stations 15%
t85 Mobile Stations 00/0
189 Mobile Stations 15%
276 Mobile Stations 18.50%
287 Mobile Stations 10.000/0
374 Mobile Stations 15%
412 Mobile Stations 100/0
500 Mobile Stations 20%
514 Mobile Stations 18%
518 Mobile Stations 18%
672 Mobile Stations 20%
775 Mobile Stations 15%
776 Mobile Stations 200/9
792 Mobile Stations 00/0
869 Mobile Stations 20%
131 Network Products 10%
147 Network Products 100/0
207 Network Products 10%
136 Pager/Receiver 10%
169 Pagers 10%
Portable
Radiophone
15 Portables 15%
Portable
Radiophone
177 .(Portables) 15%
Portable
Radiophone
185 (Portables) 0%
Portable
Radiophone
205 (Portables) 25%
Portable
Radiophone
276 (Portables) 18.50%
Portable
Radiophone
320 (Portables) 20%
Portable
Radiophone
355 (Portables) 0%
Portable
Radiophone
407 (Portables) 25%
Portable
Radiophone
453 (Portables) 20%
Portable
Radiophone
476 (Portables) 20%
Portable
Radiophone
672 (Portables) 20%
Portable
Radiophone
687 Portables 18%
Portable
Radiophone
721 (Portables) 20%
Portable
Radiophone
749 (Portables) 15%
Portable
Radiophone
841 (Portables) 15%
Radioware
232 Solutions 20%
129 Radius Products 20%
159 Radius Products 20%
169 Radius Products 20%
185 Radius Products 00/0
262 Radius Products 200/6
271 Radius Products 20%
291 Radius Products 20%
962 Radius Products 20%
372 Radius Products 20%
417 Radius Products 20%
433 Radius Products 20%
456 Radius Products 20%
457 Radius Products 20%
459 Radius Products 20%
476 Radius Products 20%
515 Radius Products 20%
547 Radius Products 20%
554 Radius Products 20%
555 Radius Products 20%
577 Radius Products 20%
6" Radius Products 20%
682 Radius Products 20%
706 Radius Products 20%
742 Radius Products 20%
744 Radius Products 200/9
780 Radius Products 20%
785 Radius Products 20%
793 Radius Products 20%
795 Radius Products 20`/0
136 Receivers 100/0
509 Receivers 200/6
512 Receivers 23%
743 Receivers 15%
137 Secure Solutions 5%
201 Secure Solutions 5%
229 Secure Solutions 5%
424 Secure Solutions 15%
443 Secure Solutions 15%
462 Secure Solutions 5%
524 Secure Solutions 15%
525 Secure Solutions 15%
Software
195 U es/Flash rt 00/0
Software
371 U es/FIash p ort 0%
Software
430 U es/Flash rt 20%
Software
647 U es/Flash rt 00/0
Software
729 U es/Flash ort 0%
Software
823 U es/Flash ort 0%
Trunking Products
39 and Systems 100/0
Trunking Products
40 land Systems 1 15%
Trunking Products
41 and Systems 10%
Trunking Products
85 and Systems 15%
Trunking Products
112 and Systems 15%
Trunking Products
115 and Systems 100/0
Trunking Products
152 and Systems 5%
Trunking Products
277 and Systems 20%
Trunking Products
280 and Systems 18.50%
Trunking Products
281 land Systems 18.50%
Trunking Products
377 and Systems 100/0
Trunking Products
495 and System 15%
Trunking Products
593 and Systems 23%
Trunking Products
647 and Systems 00/0
Trunking Products
708 and Systems 100/0
Trunking Products
877 land Systems 18.50%
37 Wireless Mobility 5%
38 Wireless Mobility 5%
484 Wireless Mobility 5%
563 Wireless Mobil' 5%
606 Wireless Mobility 15%
683 Wireless Mobility 15%
832 Wireless Mobility 10%
977 Wireless Mobility 5%
SYSTEM PURCHASE AGREEMENT
THIS AGREEMENT("Agreement"),made and entered into this day of by and
between Motorola Inc., a Delaware corporation duly authorized to conduct business in the State
of Texas ("Motorola" or "Seller"), the Houston-Galveston Area Council, a body corporate and
politic("H-GAC")and ,a body corporate and politic("Purchaser").
WITNESSETH:
WHEREAS,the Purchaser desires to purchase a Communications System; and
WHEREAS,Motorola desires to sell a Communications System to Purchaser; and
WHEREAS, H-GAC, acting as the agent for various local governmental entities who are `End
Users" under interlocal agreements (including the Purchaser) has solicited quotations 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 Radio Communications Equipment
& Systems Agreement dated as of January 1, 2008 (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 34 of the Contract,Purchaser,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.
Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan, and
Equipment List all dated
Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement
dated January 1, 2008.
Exhibit E Motorola Enhanced System Support Statement of Work("ESS Plan")
NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained
herein,the parties agree as follows:
Motorola/H-GAC/ -1- System Purchase Agmt.
Section 1 SCOPE OF WORK
A. Motorola shall furnish all of the equipment 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 lines (including modem access and adequate interfacing
networking capabilities)for the installation and operation of the equipment.
(4) Provide adequate AC Power at 117 VAC + 10%, 60 Hz for the installation and operation
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 as contained in the Motorola proposal. 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 adjustments are necessary as a result of these new or
replacement sites, such price adjustments will be added to this Agreement by change order in
accordance with Section 4 of the General Provisions.
Section 3 SUBSURFACEISTRUCTURAL CONDITIONS
This Agreement and the Motorola proposal are predicated upon normal soil conditions defined
by E.I.A. standard RS-222 (latest revision). Should Motorola encounter subsurface, structural,
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.
Motorolaffl-GAG -2- System Purchase Agmt.
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 days after the contract is signed by all parties. A more
detailed timeline shall be provided to Purchaser after the design review and customer kick-off
meeting.
B. Whenever Motorola 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, Motorola shall within thirty (30) days give Purchaser 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 or in Motorola
proposals are estimates only, and that shipment may be made at any time prior to, or subsequent
to these estimated shipping dates.
Section 5 ACCEPTANCE CRITERIA
A. Motorola will test the Communications System in accordance with the Acceptance Test
Plan. System acceptance will occur upon the successful completion of such testing ("System
Acceptance") at which time both parties shall promptly execute a certificate of system
acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems, both
parties shall promptly execute certificates of subsystem acceptance upon the successful
completion of testing of such subsystems. Minor omissions or variances in performance which
do not materially affect the operation of the Communications System as a whole will not
postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such
omissions and variances which Motorola will correct according to an agreed upon schedule.
B. Motorola agrees to notify Purchaser when the Communications System is ready for
acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten
(10) business days after receiving such notification. If testing is delayed for reasons within the
control of Purchaser or its employees, contractors, agents or consultants for more than ten (10)
business days after notification, final payment will be due within thirty (30) days after such
notification and the Warranty Period will commence immediately.
C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the
Communications System or its subsystem(s) for limited training or testing purposes, prior to the
completion of testing by Motorola. Any use of the Communications System without prior written
authorization by Motorola shall constitute System Acceptance.
Motorola/H-GAG -3- System Purchase Agmt.
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 ($ ), including the H-GAC
administration fee of$ 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.
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 will post the delivery date into HGACbuy.com.
(ii) Motorola shall immediately forward an invoice for the payment requested in
Section 6(B)above to Purchaser.
(iii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of
receipt.
E. Payment of H-GAC's administrative fee:
Motorola will pay H-GAC in accordance with the payment terms of Contract No. RA01-
08.
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.
Section 7 PROJECT MANAGEMENT
Motorola/H-GAG -4- System Purchase Agmt.
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,Inc.
6450 Sequence Drive
San Diego, Ca 92121
Attn.: Law Department
B.
C. Houston-Galveston Area Council
3555 Timmons Lane, Suite 500
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:
Exhibit A General Provisions.
Exhibit B Motorola Software License.
Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan and
Equipment List.
Exhibit E Motorola Enhanced System Support Statement of Work("ESS Plan"
Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement
dated January 1,2008.
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, and Motorola and the Purchaser will share the cost of the mediation
Motorola/H-GAC/ -5- System Purchase Agmt.
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. 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.
Motorola/H-GAG -6- System Purchase Agmt.
Section 13 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 not be altered, amended, or modified except by written
instrument signed by duly authorized representatives of the parties.
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,INC. PURCHASER
By: By:
(Signature) (Signature)
Name: Name:
(Print-Block Letters) (Print-Block Letters)
Title: Title:
(Print-Block Letters) (Print-Block Letters)
Date: Date:
Motorola/H-GAG -7- System Purchase Agmt.
EXHIBIT A
GENERAL PROVISIONS
MOTOROLA,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.
1- System Pumhau Agmt
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. Purchaser's sole remedy is to request Motorola at
Motorola's option to either refund the purchase price, repair or replace product(s) that are
not as warranted 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, OR
CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE
DISCLAIMED BY LAW. No action shall be brought for any breach of this contract
more than one (1) year 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 Motorola is wholly responsible for failure to make delivery or complete
installation under the Agreement, the Purchaser may consider Motorola to be in default,
unless such failure has been caused by the conditions set forth in Section 6 of these
General Provisions.
B. The Purchaser shall give Motorola written notice of such default and Motorola
shall have thirty (30) days to provide a plan of action to cure the default. If Motorola
fails to cure the default, the Purchaser may terminate any unfulfilled portion of this
Agreement or complete the system through a third party. In the event the Purchaser
completes the system through a third party, Motorola shall be responsible for an amount
in excess of the Agreement price, not to exceed the value of the terminated portion,
incurred by the Purchaser in completing the system to a capability not exceeding that
specified in the Agreement. IN THE EVENT OF DEFAULT, MOTOROLA SHALL
NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL OR
CONSEQUENTIAL DAMAGES.
-2- System Pmdmw Agmt
Section 8 DELAYS BY PURCHASER
If the Purchaser is responsible for delays which cause the installation and acceptance of
this system, to be rescheduled beyond the Period of Performance set forth in the
Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting
from these delays. 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.
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 and/or H-GAC harmless
from all liabilities,judgments,costs,damages and expenses which may accrue against,be
charged to,or recovered from the Purchaser and/or H-GAC 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 OR CONSEQUENTIAL DAMAGES.
Section 11 EQUIPMENT COMPATIBILITY;PRODUCT SUPPORT
Motorola agrees that the equipment, will perform in accordance with the specifications
and representations stated in Motorola's Proposal and Equipment List included in this
Agreement. This Agreement does not extend to the performance of the equipment as a
part of a larger system generally nor specifically to equipment in combination with
products,elements or components not supplied by Motorola.
Motorola will use commercially reasonable efforts to provide replacement parts for
Motorola manufactured subscriber equipment for five (5) years and for Motorola
manufactured fixed infrastructure equipment for seven (7) years, both from the date of
last manufacture. Motorola reserves the right to supply either assemblies or piece parts.
-3- System Rachase Agmt
Section 12 WARRANTIES
A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality
representation described below is fulfilled. The Equipment and Motorola Software is
warranted for a period of one (1) year after System Acceptance ("Warranty Period") in
accordance with the applicable limited warranties shown below. In no event will the
warranty period last longer than eighteen (18) months after the Equipment and Software
is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or
Motorola Software does not conform to these warranties no later than one month after the
expiration of the Warranty Period.
B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications
System will satisfy the functional requirements in Exhibit C. Upon System Acceptance,
this System Functionality representation is fulfilled. After System Acceptance, the
Equipment Warranty set forth below, the Software Warranty set forth in the Software
License Agreement, and the ESS Plan will apply.
Motorola will not be responsible for performance deficiencies of the System caused by
ancillary equipment not furnished by Motorola 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.
b) Defects or damage occurring from misuse, accident,water or neglect.
-4- System Purchase Agra
.c) Defects or damage occurring from testing, maintenance, installation,
alteration, modification, or adjustment not provided by Motorola pursuant
to this Communications System 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
softwarelfirmware 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
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
-5- System Pwdmse Agmt
ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE
FULL EXTENT SUCH MAY BE DISCLARAED BY LAW.
Section 13 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
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 14 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, in
which case the Software License Agreement (including any addendum to satisfy such
copyright owner's requirements) shall apply.
6- System Purchase Agmt
Section 15 PATENT INDEMNIFICATION
Motorola will defend at its expense any suit brought against Customer to the extent it is
based on a third party claim alleging that the Equipment manufactured by Motorola or the
Motorola Software infringes upon the third party's United States patent or copyright
("Infringement Claim"), and Motorola will indemnify Customer for those costs and
damages finally awarded against Customer for an Infringement Claim. Motorola's duties
to defend and indemnify are conditioned upon: Customer 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 Customer providing to
Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense
of the Infringement Claim.
If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola
may at its option and expense procure for Customer the right to continue using the
Equipment or Motorola Software, replace or modify it so that it becomes non-infringing
while providing functionally equivalent performance, or grant Customer a credit for the
Equipment or Motorola Software as depreciated and accept its return. The depreciation
amount will be calculated based upon generally accepted accounting standards for such
Equipment and Motorola Software.
Motorola will have no duty to defend or indemnify for any Infringement Claim that is
based upon the combination of the Equipment or Motorola Software with any software,
apparatus or device not furnished by Motorola;the use of ancillary equipment or software
not furnished by Motorola and that is attached to or used in connection with the
Equipment or Motorola Software; any Equipment that is not Motorola's design or
formula; a modification of the Motorola Software by a party other than Motorola; or the
failure by Customer to install an enhancement release to the Motorola Software that is
intended to correct the claimed infringement. The foregoing states the entire liability of
Motorola with respect to infringement of patents and copyrights by the Equipment,
Motorola Software,or any of their parts.
Section 16 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 17 WAIVER
Failure or delay on the part of Motorola or Purchaser to exercise right or power hereunder
shall not operate as a waiver thereof.
Section 18 GOVERNING LAW
.7. System Purchase Agmt
This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas.
Section 19 ASSIGNABELITY
The Agreement may not be assigned by any party hereto other than Motorola may assign
this order to one of its Subsidiaries as in the normal course of business.
8• System Purchase Agent
Exhibit B
Software License Agreement
This Exhibit B,Software License Agreement("Agreement")is between Motorola,Inc.,("Motorola"),and
("Licensee").
For good and valuable consideration,the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products"means products provided by Motorola to Licensee with which or for which
the Software and Documentation is licensed for use.
1.2 "Documentation"means product and software documentation that specifies technical and
performance features and capabilities,and the user,operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software"means software with either freely obtainable source code,license for
modification,or permission for free distribution.
1.4 "Open Source Software License"means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement"means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability"means a flaw or weakness in system security procedures,design,
implementation,or internal controls that could be exercised(accidentally triggered or intentionally
exploited)and result in a security breach such that data is compromised,manipulated or stolen or the system
damaged.
1.7 "Software"(i)means proprietary software in object code format,and adaptations,translations,de-
compilations,disassemblies,emulations,or derivative works of such software;(ii)means any modifications,
enhancements,new versions and new releases of the software provided by Motorola;and(iii)may contain
one or more items of software owned by a third party supplier. The term"Software"does not include any
third party software provided under separate license or third party software not licensable under the terms of
this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain
proprietary Software or products containing embedded or pre-loaded proprietary Software,or both. This
Agreement contains the terms and conditions of the license Motorola is providing to Licensee,and
Licensee's use of the Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees,Motorola
grants to Licensee a personal,limited,non-transferable(except as permitted in Section 7)and non-exclusive
license under Motorola's copyrights and Confidential Information(as defined in the Primary Agreement)
embodied in the Software to use the Software,in object code form,and the Documentation solely in
connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to
source code.
(- System Purchase Agmt
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,
(id)provide Licensee a copy of the Open Source Software source code,without charge,if it is publicly
available(although distribution fees may be applicable).
Section 4 LIMITATIONS ON USE
4.1. Licensee may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting
the general nature of these restrictions,Licensee will not make the Software available for use by third
parties on a"time sharing,""application service provider,"or"service bureau"basis or for any other similar
commercial rental or sharing arrangement.
4.2. Licensee will not,and will not allow or enable any third party to:(i)reverse engineer,disassemble,
peel components,decompile,reprogram or otherwise reduce the Software or any portion to a human
perceptible form or otherwise attempt to recreate the source code;(ii)modify,adapt,create derivative
works of,or merge the Software;(iii)copy,reproduce,distribute,lend,or lease the Software or
Documentation to any third party,grant any sublicense or other rights in the Software or Documentation to
any third party,or take any action that would cause the Software or Documentation to be placed in the
public domain;(iv)remove,or in any way alter or obscure,any copyright notice or other notice of
Motorola's proprietary rights;(v)provide,copy,transmit,disclose,divulge or make the Software or
Documentation available to,or permit the use of the Software by any third party or on any machine except
as expressly authorized by this Agreement;or(vi)use,or permit the use of,the Software in a manner that
would result in the production of a copy of the Software solely by activating a machine containing the
Software. Licensee may make one copy of Software to be used solely for archival,back-up,or disaster
recovery purposes;provided that Licensee may not operate that copy of the Software at the same time as the
original Software is being operated. Licensee may make as many copies of the Documentation as it may
reasonably require for the internal use of the Software,
4.3. Unless otherwise authorized by Motorola in writing,Licensee will not,and will not enable or allow
any third party to:(i)install a licensed copy of the Software on more than one unit of a Designated Product;
or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto only 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
-2- System Puwchn a AW
information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the
Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this
Agreement.
Section 5 OWNERSHIP AND TfTLE
Motorola,its licensors,and its suppliers retain all of their proprietary rights in any form in and to the
Software-and Documentation,including,but not limited to,all rights in patents,patent applications,
inventions,copyrights,trademarks,trade secrets,trade names,and other proprietary rights in or relating to
the Software and Documentation(including any corrections,bug fixes,enhancements,updates,
modifications,adaptations,translations,de-compilations,disassemblies,emulations to or derivative works
from the Software or Documentation,whether made by Motorola or another party,or any improvements
that result from Motorola's processes or,provision of information services). No rights are granted to
Licensee under this Agreement by implication,estoppel or otherwise,except for those rights which are
expressly granted to Licensee in this Agreement. All intellectual property developed,originated,or
prepared by Motorola in connection with providing the Software,Designated Products,Documentation or
related services,remains vested exclusively in Motorola,and Licensee will not have any shared
development or other intellectual property rights.
Section 6 LIMITED WARRANTY;DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of ninety(90)
days from Motorola's shipment of the Software(the"Warranty Period"). If Licensee is not in breach of any
of its obligations under this Agreement,Motorola warrants that the unmodified Software,when used
properly and in accordance with the Documentation and this Agreement,will be free from a reproducible
defect that eliminates the functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect occurs will be determined by
Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the
Software or the Designated Products will be uninterrupted,error-free,completely free of Security
Vulnerabilities,or that the Software or the Designated Products will meet Licensee's particular
requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will
involve either replacing the media or attempting to correct significant,demonstrable program or
documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable
time,then at Motorola's option,Motorola will replace the defective Software with functionally-equivalent
Software,license to Licensee substitute Software which will accomplish the same objective,or terminate
the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of,and Motorola disclaims,any
and all other warranties(express or implied,oral or written)with respect to the Software or
Documentation,including,without limitation,any and all implied warranties of condition,title,non-
infringement,merchantability,or fitness for a particular purpose or use by Licensee(whether or not
Motorola knows,has reason to know,has been advised,or is otherwise aware of any such purpose or
use),whether arising by law,by reason or 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
-3- System Purchase Agmt
paying all applicable license fees and agreeing to be bound by this Agreement.If the Designated Products
are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third
party,Licensee may assign its right to use the Software(other than RSS and Motorola's FLASHport®
software)which is embedded in or furnished for use with the radio products and the related Documentation;
provided that Licensee transfers all copies of the Software and Documentation to the transferee,and
Licensee and the transferee sign a transfer form to be provided by Motorola upon request,obligating the
transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is
signed by both parties and will continue for the life of the Designated Products with which or for which the
Software and Documentation have been provided by Motorola,unless Licensee breaches this Agreement,in
which case this Agreement and Licensee's right to use the Software and Documentation may be terminated
immediately upon notice by Motorola.
8.2 Within thirty(30)days after termination of this Agreement,Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee
and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development,marketing,and distribution of the Software and Documentation and that Licensee's breach of
this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement,Motorola may terminate this Agreement and be entitled
to all available remedies at law or in equity(including immediate injunctive relief and repossession of all
non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United
States Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
This Section applies if Licensee is the United States Government or a United States Government
agency. Licensee's use,duplication or disclosure of the Software and Documentation under
Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs
(cxl)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(cxlxii)of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013(OCT 1988),if applicable. The Software and Documentation may or may
not include a Restricted Rights notice,or other notice referring to this Agreement. The provisions
of this Agreement will continue to apply,but only to the extent that they are consistent with the
rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above,as
applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and
Confidential Information and are Motorola's trade secrets,and that the provisions in the Primary Agreement
concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
-4. System Purchase Agmt
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES.The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not,without the prior
authorization of Motorola and the appropriate governmental authority of the United States,in any form
export or re-export,sell or resell,ship or reship,or divert,through direct or indirect means,any item or
technical data or direct or indirect products sold or otherwise famished 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 4,5,6.3,7,8,9, 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 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's Information Assurance Policy addresses the issue of 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.
5- System Purchase Agent
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 4/15/2008
DATE: Tuesday, April 15, 2008
LOG NAME: 04BOLT ST UPGR REFERENCE NO.: **C-22754
SUBJECT:
Authorize Execution of an Agreement for Equipment, Professional Services and Maintenance with
Motorola, Inc., for an Addition to the City's Dispatch Console System using a Houston-Galveston
Area Contract for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize the City Manager to execute an agreement for
equipment, professional services, and maintenance with Motorola, Inc., for an addition to the City's
Dispatch Console System for the Information Technology Solutions Department using Houston-Galveston
Area Council Contract RAO1-08 pricing and other agreed upon terms.
DISCUSSION:
The Information Technology Solutions Department (IT Solutions) will use the agreement to add two
additional dispatching stations at the Bolt Street Public Safety Communications for Police. Dispatch
operations consoles previously used for special events are now utilized by Central Patrol for daily
operation. The additional stations will allow the Police Department to receive and dispatch calls more
quickly during times of higher level requests for service. Planned events such as the ones at the Texas
Motor Speedway and unplanned emergencies can be accommodated.
Motorola, Inc. (Motorola), will provide project management, engineering services and testing of the
hardware that will be installed at the Bolt Street Communications Center. After one year, maintenance
services and software support may be necessary. The cost to complete the project is $53,730. Payment will
be made in accordance with the terms of the contract.
The Texas Interlocal Cooperation Act permits joint participation by local governments, states and state
agencies and non-profit corporations to use the Galveston Area Council (H-GAC) Cooperative Purchasing
Program. Purchases made by using H-GAC procedures satisfy otherwise applicable competitive bidding
requirements.
Renewal Options - The maintenance and support for the two additional dispatching stations will be
according to the terms listed in the H-GAC contract. This action does not require specific City Council
approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations
during the renewal term.
M/WBE - An M/WBE goal is not assigned when making a procurement agreement using an approved
purchasing cooperative or other public entity.
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the General Fund.
Logname: 04BOLT ST UPGR Page 1 of 2
TO Fund/Account/Centers FROM Fund/Account/Centers
GG01 537080 0354110 $53,730.00
Submitted for City Manager's Office by: Karen L Montgomery (6222)
Originating Department Head: Pete Anderson (8781)
Additional Infonmation Contact: Michael Baldwin (4250)
Bryan Jennings (7889)
Logname: 04BOLT ST UPGR Page 2 of 2