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HomeMy WebLinkAboutContract 39613CITY SECRETARY316,13 CONTRACT NO. SYSTEM PURCHASE AGREEMENT THIS AGREEMENT ("Agreement"), is 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"), and the City of Fort Worth, a municipal corporation organized under the laws of the state of Texas ("Purchaser" or "City"). WITNESSETH6 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 Agreement. Exhibit C Motorola's Statement of Work, System Description, and Equipment List. Exhibit D Motorola/H-GAC Radio Communications Equipment &Systems Agreement dated January 1, 2008. NOW, THEREFORE, for and in consideration of the mutual promises herein, the parties agree as follows: � City of Fort Worth_Motorola - I - Rolling Hills Tower Migration Project Page 1 of 26 and covenants contained 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°10, 60 Hz for the installation and operation A 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 SUBSURFACE/STRUCTURAL CONDITIONS Deleted 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 thirty (30) business days after the contract is signed by all parties and Notice to Proceed is issued by the Purchaser's Project Manager in accordance with Exhibit A, Section 8. A more detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. City of Fort Worth_Motorola - 2 - System Purchase Agmt. Rolling Hills Tower Migration Project Page 2 of 26 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. An extension shall only be granted upon written agreement of both parties. If such extension will increase the cost of the Agreement by more than $25,000, then a change order must be approved by Purchaser's City Council. C. All equipment and materials necessary for this project shall be shipped directly to and received by Motorola or its designated subcontractor at Motorola's expense. No materials or equipment shall be shipped to or directly received by the Purchaser at any of its facilities or properties. Purchaser shall not be responsible or liable for any loss or damages for any materials or equipment inadvertently shipped to or received at any of the Purchaser's facilities or properties. Motorola shall bear risk of loss of all equipment or materials until Notice to Proceed is issued by the Purchaser's Project Manager and the equipment and/or materials are delivered to the Purchaser's facility by Motorola or its designated subcontractor for the sole purpose of immediate installation. 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 subsystems) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. Section 6 PAYMENT SCHEDULE A. Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for an City of Fort Worth_Motorola - 3 - System Purchase Agmt. Rolling Hills Tower Migration Project Page 3 of 26 amount not to exceed$450,991.48_, which includes any H-GAC administration fees related to this Agreement. The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit "C". B. Payments to Motorola shall be made according to the following milestones: 1. 30% %J the total contract price is due when Purchaser executes this Agreement; 2. 70% of the total contract price will be invoiced immediately after System Acceptance. C. Payment of H-GAC's administrative fee: Motorola will pay H-GAC in accordance with the payment terms of Contract No. RA01- F. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the last date executed by all parties and continues until one year after the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. Section 7 PROJECT MANAGEMENT A. If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technical direction of this project. Motorola, at any time, may designate a new or alternate Project Manager whose qualifications are acceptable to the Purchaser with written notice to Purchaser and H-GAC. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola'S Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. However, no changes to this Agreement shall be finally approved unless agreed to in writing in accordance with the terms of this Agreement and signed by an authorized representative of each party. Section 8 NOTICE ADDRESSES A. Motorola, Inc. 6450 Sequence Drive San Diego, Ca 92121 Attn.: Law Department B. City of Fort Worth IT Solutions Department 1000 Throckmorton Street Fort Worth, Texas 76102 f With copy to the City Attorney City of Fort Worth_Motorola - 4 - System Purchase Agmt. Rolling Hills Tower Migration Project Page 4 of 26 1000 Throckmorton Street Fort Worth, Texas 76102 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 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 may be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non -binding mediation. If the parties agree to mediation, neither party may unreasonably withhold consent to the selection of a mediator, and Motorola and the Purchaser will share the cost of the mediation equally; however, each party shall be liable for its own expenses. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some agreed upon, but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non -binding alternate dispute resolution procedure ("ADR"). Any dispute resolution proceedings, including mediation, shall be held in Tarrant County, Texas. Any dispute which cannot be resolved between the parties through negotiation or mediation within sixty (60) days of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in 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 City of Fort Worth_Motorola - 5 - System Purchase Agmt, Rolling Hills Tower Migration Project Page 5 of 26 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 are 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. 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. Section 14 RIGHT TO AUDIT Motorola agrees that Purchaser shall, until the expiration of three (3) years after final payment under this contract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of Motorola involving transactions relating to this contract. Purchaser may send a representative to a Motorola facility during normal business hours to conduct such limited review, or at Purchaser's request Motorola will provide copies of the specific documents to Purchaser's location for its review. Motorola books and records provided to Purchaser pursuant to this provision shall not be used, duplicated or disclosed to any other third party without the express written permission of Motorola, unless required by law. In no circumstances will Motorola be required to create or maintain documents not kept in the ordinary course of Motorola's business operations, nor will Motorola be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to Motorola. Motorola agrees that Purchaser shall have access during normal working hours to all necessary Motorola facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. Purchaser shall give Motorola reasonable advance notice of intended audits. (a) Motorola further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that Purchaser shall, until the expiration of three (3) years after final payment under the subcontract, have access to and the right to examine and photocopy any directly pertinent books, documents, papers and records of such subcontractor, subject to the provisions of the paragraph above, involving transactions to the subcontract, and further, that Purchaser shall have access during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate workspace, in order to City of Fort Worth_Motorola - 6 - System Purchase Agmt. Rolling Hills Tower Migration Project Page 6 of 26 conduct audits in compliance with the provisions of this article together with subsection (3) hereof. Purchaser shall give subcontractor reasonable advance notice of intended audits. (b) Motorola and subcontractor agree to photocopy such documents as may be requested by Purchaser. Purchaser agrees to reimburse Motorola and or subcontractor for the cost of copies at the rate published in the Texas Administrative Code in effect as of the time copying is performed. [Signature Page to Follow] City of Fort Worth_Motorola - 7 - System Purchase Agmt. Rolling Hills Tower Migration Project Page 7 of 26 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. By: (Signature) Name: C�wC.7- C ``�%eis (Print - Block Letters) Title: ' :; 1 �i , Czo e (Print - Block Letters) Date: CONTRACT AUTHORIZATION: Date Approved: CITY OF FORT WORTH By: Name: Karen L. Montgomery Title: Assistant Cit.�ger Date: ��—/�� /� APPROVED T��ORM AND LEGALITY: I:1 By: Maleshia B�. Farmer Assistant City Attorney Marty Hendrix �1 ,4.a'O'�, �� City Secretary ,V JL nlj �►i OFFlDlAL RECORD CITY SEDRETARY FT vvoRTH, TX City of Fort Worth_Motorola - 8 - System Purchase Agmt. Rolling Hills Tower Migration Project Page 8 of 26 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 within the industry. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXE5 Purchaser is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. Section 3 SHIPPING, TITLE AND RISK OF LOSS Title to the equipment shall pass to the Purchaser upon delivery to Purchaser's designated site following issuance of Notice to Proceed by Purchaser's Project Manager. Risk of loss and damage to all equipment and materials shall be borne by the Seller until such delivery as set forth above. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee 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. Section 5 LIMITATION OF LIABILITY Except for personal injury or death, or damage to tangible property caused by Motorola, 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. - I - System Purchase Agmt 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 four (4) years after the accrual of such cause of action except for money due upon an open account. Section 6 EXCUSABLE DELAYS A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT � rr �,r,.E....�i.. :,, ._ i,,.tt., ,.,. ,.•t,t„ �,.., �,,;t„«� ,-� .,,,,vo aai;,,o,•„ „r .,(,,,,..toto ti. u ivtvwtvia i� vJuvuy icspvn�ivi� lvl ialiui�. w uiun�. ut,�i vt.i y vi wiuYi� � 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. - 2 - System Purchase Agmt Section 8 NOTICE TO PROCEED Purchaser shall issue a Notice to Proceed to Motorola prior to Motorola delivering any equipment or materials to the designated Purchaser Site. Purchaser shall not be liable for any work performed by Motorola prior to such Notice being issued. 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 intentional conduct 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 Purchase 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. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Purchaser's control, this warranty expires eighteen (18) months after the shipment of the Equipment. Purchaser must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below and the Software Warranty set forth in the Software License Agreement will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola 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. 4 - system Purchase Agmt b) Defects or damage occurring from misuse, accident, water or neglect, unless such defect or damage was caused by Motorola's workmanship or performance. c) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this 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 software/firmware in the Equipment. j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. 1) Normal or customary wear and tear. D. Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. E. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR - 5 - System Purchase Agmt PURPOSE. EXCEPT FOR DAMAGES FOR PERSONAL INJURY, INCLUDING DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY MOTOROLA, IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 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 - Sys[em 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. 7 - System Purchase Agm[ Section 18 GOVERNING LAW / VENUE This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Any action brought pursuant to this Agreement shall be in Tarrant County, Texas. Section 19 ASSIGNABILITY The Agreement may not be assigned by either party hereto without the prior written consent of the other party; however, Motorola may assign this order to one of its Subsidiaries as in the normal course of business upon a minimum of thirty (30) days written notice to Purchaser. 8 - System Purchase Agmt Exhibit B Software License Agreement This Ext B, Software License Agreement ("Agreement") is between Motorola, Inc., (" For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS "Licensee 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 - 1 - System Purchase Agmt license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non -transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third 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 - 2 - System Purchase Agmt (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software=and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de -compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are 3 - System Purchase Agm[ granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally - equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non -infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS 4 - System Purchase Agmt Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). 5 - System Purchase Agm[ Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.22749 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 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 6 - System Purchase Agmt States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior consent of Licensee. Motorola shall provide Licensee with at least ten (10) days written notice of any such assignment. 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 y 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. - 7 - System Purchase Agmt Exhibit C Technical and Implementation Documents Motorola's Statement of Work, System Description, and Equipment List - 8 - System Purchase A�nnt Statement of Work City of Fort Worth Rollings Dills Antenna Install © Use or disclosure of this proposal is subject to the restrictions on the title page. MOTOROLA Motorola Confidential Proprietary April4, 2009 14 1.1 IlV TR®®V %i "WIV Motorola is providing to the City of Fort Worth this proposal to install new antennas, transmission lines and associated equipment on the new customer provided tower at Rolling Hills. �oNTRACT 1.2.1 Contract Award (Milestone) 1.2.2 The City of Fort Worth and Motorola execute the contract and both parties receive all the necessary documentation. 1.2.3 Contract Administration Motorola Responsibilities: ♦ Assign a Project Manager, as the single point of contact with authority to make project decisions. ♦ 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 Project Manager, as the single point of contact responsible for City of Fort Worth signed approvals. ♦ Assign other resources necessary to ensure completion of project tasks for which the City of Fort Worth is responsible. Completion Criteria: Use or disclosure of this proposal is subject to the restrictions on the title page. MOTOROLA Motorola Confidential Proprietary April4, 2009 1-2 STATEMENT OF WORK ♦ Motorola internal processes are setup for project management. ♦ Both Motorola and the City of Fort Worth assign all required resources. o Project kickoff meeting is scheduled. 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 City of Fort Worth responsibilities. Completion Criteria. ♦ Project kick-off meeting completed. ♦ Meeting notes identify the next action items. 1.3 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 the new antenna installation. ♦ Identify any special requirements and their impact on project implementation. ♦ Review the System Description, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. © Use or disclosure of this proposal is subject to the restrictions on the title page. M01'OR�LA Motorola Confidential Proprietary April 4, 2009 1-3 CITY OF FORT WORTH ROLLING HILLS ANTENNA INSTALL ♦ Discuss the proposed Cutover Plan and methods to document a detailed procedure. 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. ♦ Frequency Licensing and Interference. • As mandated by FCC, the City of Fort Worth, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system staging. This responsibility includes paying for FCC licensing and frequency coordination fees. • Any microwave path issues that may arise regarding microwave licensing, path clearance or interference due to relocating the microwave antennas are the responsibility of the city of Fort Worth 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. 1.3.2 Design Approval (Milestone) ♦ The City of Fort Worth executes a Design Approval milestone document. 1.4 ORDER PROCESSING 1.4.1 Process Equipment list Motorola Responsibilities: ♦ Validate Equipment List by checking for valid part numbers. ♦ 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 Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary © MOTOROLA 14 STATEMENT OF WORK that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. o Create equipment orders. ♦ Reconcile the equipment list(s) to the Contract. ♦ Procure third -party equipment. 1.5 MANUFACTURING AND STAGING 1.5.1 Manufacture Third Party Equipment and Shipping Acceptance All equipment and materials necessary for this project shall be shipped directly to and received by Motorola or its designated subcontractor at Motorola's expense. No materials or equipment shall be shipped to or directly received by the Purchaser at any of its facilities or properties. Purchaser shall not be responsible or liable for any loss or damages for any materials or equipment inadvertently shipped to or received at any of the Purchaser's facilities or properties. Motorola shall bear risk of loss of all equipment or materials until Notice to Proceed is issued by the Purchaser's Project Manager and the equipment and/or materials are delivered to the Purchaser's facility by Motorola or its designated subcontractor for the sole purpose of immediate installation. 1, s CIVIL WORK FOR THE CITY OF FORT WORTH PROVIDED ROLLING HILLS FACILITY Motorola Responsibilities: ♦ Provide and install twelve -port Heliax and waveguide entry port into existing building for new antenna lines City of Fort Worth Responsibilities: ♦ Secure site zoning, permits and governmental regulatory approvals (FAA, FCC). ♦ Provide clear and stable access to the sites for transporting antennas and other supporting 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. ♦ Construct the new tower at Rolling Hills facility to accommodate the new antennas and lines. The City must assure either through initial design or through © Use or disclosure of this proposal is subject to the restrictions, on the title page. MOTOROLA Motorola Confidential Proprietary April4, 2009 1-5 CITY OF FORT WORTH ROLLING HILLS ANTENNA INSTALL tower analysis that the tower will support all antennas and lines installed by Motorola. ♦ Grounding of tower per R56 specifications ♦ Provide, install and ground ice bridge from tower to the building Heliax entry hatch. ♦ Assure site grounding system is compliant to Motorola's R-56 Standards and Guidelines for Communication Sites. ♦ Provide obstruction -free area for the cable run between the demarcation point and the communications equipment. ♦ Resolve any environmental issues including, but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). ♦ Supply all permits as contractually required. ♦ Supply any required interior building cable trays, raceways, conduits, and wire supports. ♦ Complete all City of Fort Worth deliverables in accordance within the approved project schedule Completion CriteNia: ♦ All sites are ready for equipment installations in compliance with Motorola's R56 Standards and Guidelines for Communication Sites. 1.7 i4NTENNA SYSTEM INSTALLATION 1.i.1 Install Fixed Network Antenna Equipment Motorola Responsibilities: ♦ Assist the City of Fort Worth with the inventory of all equipment. Interference Problems The City is responsible for any path or frequency problems that may result from moving the microwave antennas to the new tower. Motorola has priced in a microwave path survey and frequency coordination. ♦ Provide and install all antennas and lines listed in the System Description and Equipment list. ♦ Relocate TLETS dish from the existing tower to the new tower provided by the city of Fort Worth. ♦ Provide frequency coordination of microwave frequencies on the new Rolling Hills to Bolt Street path. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary © MOTOROLA 1-6 STATEMENT OF WORK ♦ Connect antenna lines to existing equipment during cutover. Summary List of Antennas, Lines and Equipment Seven (7) BMR8HBI Antennas — 11.4 db bi-directional peanut pattern 806 - 869 MHz One (1) PD100173 Antenna —10 db omni-directional 845.5 to 880.5 MHz One (1) PD100171 Antenna —10 db omni-directional 800 to 836 MHz. Five (5) 4556N Antennas — 10 db omni-directional 450 to 460 MHz. Two (2) PD3401 Antennas — 6 db omni-directional 150 to 162 MHz. One (1) PD688S-3 Antenna —10 db directional Yagi 450 to 470 MHz Two (2) Tower Top Amplifier — 792 to 824 MHz. Two (2) Multicoupliers — 428431-1-01-T Eighty Four Hundred (8400) feet of 1 5/8" AVA LDF Heliax Cable Eighteen Hundred (1800) feet of 7/8" AVA LDF Heliax Cable Eighteen Hundred (1800) feet of LDF Heliax Cable Associated lightning suppressors, hangers, connectors, grounding straps for Heliax lines Two (2) HP4-107-P3A Microwave Antennas — 4 foot Parabolic, 10.7 to 11.7 GHz Three hundred four (304) feet EW90 Elliptical Waveguide One (1) dehydrator Associated hangers, connectors, pressure windows and grounding straps Note: Microwave antennas are subject to change pending the microwave path analysis and frequency coordination. The City of Fort Worth is responsible for any additional costs incurred due to an antenna change. Note: Microwave costs are based on a one-time mobilization of Alcatel resources on the Rolling Hills and Bolt Street projects. If an additional mobilization is required then an increase in contract price for the additional mobilization may be necessary. City of Fort Worth Responsibilities: ♦ Provide a path survey of new microwave path between Rolling Hills and Bolt Street. ♦ Provide frequency coordination of microwave frequencies on the new Rolling Hills to Bolt Street path. ♦ Re -align TLETS antenna relocated to new tower by Motorola ♦ Provide access to the sites, as necessary. Completion Criteria: ♦ Fixed Network Antenna Equipment installation completed. © MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary April4, 2009 1-7 CITY OF FORT WORTH ROLLING HILLS ANTENNA INSTALL 1.7.2 Fixed Network Antenna Equipment Installation Complete ♦ All fixed network antenna equipment installed and accepted by the City of Fort Worth, Antenna System (Milestone) Installation Acceptance ♦ All equipment installations are completed and accepted by the City of Fort Worth. 1.S PROJECT ASSUMPTIONS AND CLARIFICATIONS ♦ Motorola is not guaranteeing coverage from this site or the simulcast system due to the unknown condition of the existing equipment at all sites. ♦ Motorola is not providing any coverage testing. ♦ Motorola is not providing any optimization of existing equipment. 1.9 i4 UDIT AND i4 CCEPTANCE TESTING 1.9.1 Perform R-56 Audit Motorola Responsibilities: ♦ Perform R-56 site -installation quality -audits, verifying proper physical installation and operational configurations. ♦ Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's R 56 Standards and Guidelines for Communication Sites. City of Fort Worth Responsibilities: ♦ Provide access/escort to the sites. ♦ Witness tests. (if desired) Completion Criteria: ♦ All R-56 Standards and Guidelines for Communication Sites audits completed successfully. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary © MOTOROLA iQ3 STATEMENT OF WORK 1.9.2 Perform Antenna System Testing Motorola Responsibilities: ♦ Test individual antennas and lines 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. 1.9.3 Antenna System Acceptance Test Procedures (Milestone) ♦ City of Fort Worth approves the completion of antenna testing to manufacture's specifications 1.10 FINALIZE 1.10.1 Cutover Motorola Responsibilities: ♦ Motorola and the City of Font Worth develop 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: ♦ Attend cutover meetings and approve the cutover plan. Completion Criteria. ♦ Successful migration of the antenna systems from the old tower to the new tower. © MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary April 4, 2009 1-9 CITY OF FORT WORTH ROLLING HILLS ANTENNA INSTALL 1.10.2 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 site and approval of the resolved punchlist item(s). Completion Criteria: ♦ All punchlist items resolved and approved by the City of Fort Worth. 1.10.3 Transition to Service/Project Transition Certificate Motorola Responsibilities: ♦ Review the items necessary for transitioning the project to warranty support and service 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. 1.10.4 Finalize Documentation Motorola Responsibilities: ♦ The documentation will be limited to the following: • Antenna System test sheets and results • Equipment Inventory List (paper or disk) • ATP Test Checklists • Antenna Network Drawings for the RF Site City of Fort Worth Responsibilities: ♦ Receive and approve all documentation provided by Motorola. Completion Criteria: Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary © MOTOROLA 1-10 STATEMENT OF WORK ♦ All required documentation is provided and approved by the City of Fort Worth. ♦ All deliverables completed, as contractually required. ♦ Final System Acceptance received from the City of Fort Worth. 1.11.1 Project Status Meetings Motorola Responsibilities: ♦ The Motorola Project Manager, or designee, will attend all project status meetings with the City of Fort Worth, as determined during the CDR. ♦ Record the meeting minutes and supply the report. ♦ The agenda will include the following: • Overall project status compared to the Project Schedule. • Product or service related issues that may affect the Project Schedule. • Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. • Any miscellaneous concerns of either the City of Fort Worth or Motorola. City of Fort Worth Responsibilities: ♦ Attend meetings. ♦ Respond to issues in a timely manner. Completion Criteria: ♦ Completion of the meetings and submission of meeting minutes. 1.11.2 Progress Milestone Submittal Motorola Responsibilities: ♦ Submit progress (non-payment) milestone completion certificate/documentation. City of Fort Worth Responsibilities: ♦ Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary April 4, 2009 141 CITY OF FORT WORTH ROLLING HILLS ANTENNA INSTALL ♦ The City of Fort Worth approval of the Milestone Completion document(s). 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 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. Use or disclosure of this proposal is subject to the restrictions on the title page. Motorola Confidential Proprietary © MOTOROLA 142 MOrOROLA Government and Commercial Markets ROLLING HILLS RF SITE TOWER REPLACEMENT PROJECT DESCRIPTION CITY OF FORT WORTH, TX REVISION HISTORY: CITY OF FORT WORTH Rolling Hills RF Site Tower Replacement Overview The City of Fort Worth is replacing the existing 390' guyed tower at the Rolling Hills Site with a 480' self support tower. The new tower will be constructed approximately 40' from the existing tower. In an effort to facilitate system cutover and minimize downtime, new antennas and lines will be installed on the new tower. The coax lines will be terminated inside the existing communications building. This project will consist of installing new antennas, lines, and associated hardware on the new tower. This equipment will replace the existing antennas on the current tower. Equipment A list of equipment is shown in Table 1. In addition miscellaneous hangers, adapters, etc is will be provided for a complete turnkey job. A summary list of the antennas and other equipment to be installed on the new tower is shown in Table 2. This is assumed to be a comprehensive list of all items on the existing tower that will be installed on the new tower. The existing receive multicouplers for the simulcast and mobile data systems will be replaced with the latest technology in order to be compatible with the tower top amplifiers that will be installed on the new tower. In addition, a second receive multicoupler for the simulcast system is included for redundancy. A 24 port cable access panel will also be installed on the building to provide cable penetrations. System Impact The impact to the simulcast system will be kept to a minimum. However, channels will be out of service at certain times during the installation and optimization phases. A detailed implementation plan will be presented during the design review meetings. This plan will provide sufficient information that can be used in the City's Change Management Process. The anticipated RF coverage impact is expected to be minimal. Refer to the previously submitted coverage impact analysis document for details. AC Power Requirements The addition of the second receive multicoupler will require an additional 20 amp AC circuit. The City of Fort Worth will be responsible for providing this circuit. OMOTOROLA 1 CITY OF FORT WORTH Table 1 — Equipment List QTY NOMENCLATURE DESCRIPTION 5 DQBMR8HB1 ANTENNA 11.4 DB PEANUT 5 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 3000 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 5 DDN9383 1-5/8" 7-16 DIN FEMALE POSITIVE STOP CONNECTOR 5 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 5 DSDSXLDMA LIGHTNING ARRESTOR, 7-16DIN MALE/FEMALE, 500W 5 DSAPD504481 FILTER BAND PASS 806-880MHZ CWA, 5 MHZ 2 DQBMR8HB1 ANTENNA 11.4 DB PEANUT 2 DS42883HOlT TTA, COMPACT AUTO QUAD 792-824 MHZ TOWER BOX 4 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 1200 L3323 CABLE: 7/8" AVA HELIAX POLY JKT PER FOOT 4 DDN9498 7/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 2 DSAISDC50LNZ30MA LIGHTNING ARRESTOR, 400-960MHZ, DC INJECT 30V, N-F/NM-ANT 2 DS42883H0l M 16-PORT RX MULTICOUPLER DECK FOR 428-83WW J 2 DQ8986A0203 PRESELECTOR 806-824 MHZ 3 MHZ BW 19" MOUNT 428 SERIES ONLY 1200 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PER FOOT 2 DDN9385 1/2" TYPE N FEMALE POSITIVE STOP CONNECTOR 2 DDN9386 1/2" TYPE N MALE POSITIVE STOP CONNECTOR 2 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 1 DSPD100173 ANTENNA 845.5 - 880.5 1 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 600 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 1 DDN9383 1-5/8" 7-16 DIN FEMALE POSITIVE STOP CONNECTOR 1 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSDSXLDMA LIGHTNING ARRESTOR, 7-16DIN MALE/FEMALE, 500W 1 DSPD100171 ANTENNA BASE OMNI DIRECTIONAL 800-836 MHZ 1 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 600 L3323 CABLE: 7/8" AVA HELIAX POLY JKT PER FOOT 2 DDN9498 7/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSAISDC50LNZ30MA LIGHTNING ARRESTOR, 400-960MHZ, DC INJECT 30V, N-F/NM-ANT 1 DS42883H0lM 16-PORT RX MULTICOUPLER DECK FOR 428-83H-01-T 1 DQ8986A0203 PRESELECTOR 806-824 MHZ 3 MHZ BW 19" MOUNT 428 SERIES ONLY 600 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PER FOOT 1 DDN9385 1/2" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DDN9386 1/2" TYPE N MALE POSITIVE STOP CONNECTOR 1 DSAISDC50LNZ30MA LIGHTNING ARRESTOR, 400-960MHZ, DC INJECT 30V, WF/NM-ANT 1 DS4556N ANTENNA 450-460 MHZ OMNI 10 DB 1 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 600 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 2 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 1 RDE4544 PD688S-3 YAGI ANT 10 DBD GAIN OMOTOROLA CITY OF FORT WORTH ©TY NOMENCLATURE DESCRIPTION 1 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 600 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 2 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 1 DSAPD4555N OMNI ANTENNA, 10DB, 430450MHZ, N-F, 50OW 1 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 600 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 2 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 1 DSLS430 HD LPD 4 RAD POSITIONING 130 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PER FOOT 1 DDN9385 1/2" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DDN9386 1/2" TYPE N MALE POSITIVE STOP CONNECTOR 1 DSLS430 HD LPD 4 RAD POSITIONING 140 L1705 CABLE: 1/2" LDF HELIAX POLY JKT PER FOOT 1 DDN9385 1/2" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DDN9386 1/2" TYPE N MALE POSITIVE STOP CONNECTOR 1 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 1 DS4556N ANTENNA 450460 MHZ OMNI 10 DB 1 DSAL4PNMNM6 1/2" X 6FT - CABLE ASSEMBLY, LDF4-50A, N MALE/N MALE, 6FT. 600 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 2 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 1 DQSC229SFXSNM ANT VHF 6DBD GAIN OMNI COLLINEAR 1 DQL2APNMNF8 LDF2-50 JUMPER WITH INTERFACE TYPES N MALE AND N FEMALE, 8 FT 600 DSAAVA750 1 5/8" AVA LOW DENSITY FOAM DIELECTRIC COAXIAL CABLE 2 DDN9503 1-5/8" TYPE N FEMALE POSITIVE STOP CONNECTOR 1 DSISB50LNC2MA COAX PROTECTOR BULKHEAD 2 409072980 HP4-107-P3A Telfon 2 409084621 Outboard Strut Kit 5205704 400 407415645 Standard Elliptical Wave vide, EW90 4 AL999 CONN.252DET 2 24312A Hoisting Grip 6 407494418 2-HOLE GROUNDING KIT 24 EW90 13 409083938 HANGER KIT, SNAP IN ELLIPTICAL W/G Han er Kit EWSW90 14 409084498 HARDWARE KIT- 1"for Hangers 2 402167829 Ceiling Adapter Kit Threaded rod kit - 317714 2 409084506 Wall/Roof Feed Thru 204673-1 13 408985216 Angle Member Adapter Kit, Stainless Steel 31768A 1 409085255 Gas Distribution Manifold, 4 Port 6600D4 1 409072923 DEHYDRATOR, .5 CFM, SUMMARY ALARM MT500A-81015 1 409085271 Dehydrator Wall Shelf AE01 D-D1658-100 2 ALCPM Antenna Pipe Mounts ® MOTOROLA 2 F V �^ w i y O J an .,L, w C QW d c O J O alme � Q W ^W fa Roma E J Z LO C O MW CL .La d 0 d arm ow ^c Y :h+ Lm W W C C Y L O V C LL 0 N e Oj O Oj O? 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TX C 0 d � � � � JACK � V J PLUG PLUG PLUG PLUG PLUG C N _ CL FptC PLUG PLUG PLUG PLUG PLUG rim CK JAC m .14CK N O > O JACK( > O � > JACK > C z U a 0 a � U a E9 U a E 0 a Combiner 1 Combiner 2 Combiner 3 Combiner 4 Combiner 5 PUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG PLUG aaa PLUG PLUG P PLUG PLUG PLUG P FM PLUG P PLUG PLUG F7FG PLUG PLUG PLUG P PLUG PLUG Channels 1, 60 11, 16 Channels 2, 73 12, 17 Channels 3, 8, 13, 18 Channels 4, 9, 14, 19 Channels 5, 103 152 20 I Co O m i43! na�ppo�o(a(ppmm d y U N C 0 U LJ N d �CI.dv v Fy OC O :y iCL p C2 C o Ao °Z o nrn I. 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N.2 ins 0 otW�N = c E `o >> E U rnS <O > o WO Z 0 N a a �_ o O Q � N iY M i O a o Z 5 t :it a: w0 N e > J G M O ca y a N JACK �Id Q ANT U O O a J Station o N n m JACK Onid N N m o m vi°a N3Vf N O y O V O N U ° O ° O N y° C y° N N Z p_ UJ U °- O p N C maE� aya 0=0 CL O a cCP o N 3 a o N F- c4 o O F a 4 J ( m Y 0 0 F- C Z z N O 0 Z $ z o J z O ++ � o m« N i4 U O E C Nay a L,L EQ o U Q N c o z LL O 0 Q xt U m um E cc �, rn N t.,') E LLO y E = — ai o Of oFu E z 30 o 75 �N _ N C O -> W O wC9�Z 0 r t- LL_ > m ar e a Q N Lu j II G z �o z> Vo a: o� N� >o �U m� � \ \\ \ \ a N JACK 511Id N ANT n v O O �z Station c o N JACK avid N N O O O Plup N c N NOW N 4 N O N O N L i0 C= to U N N O U C ucqql �O 'UON E C Oam n c m c O O W 0 O OO am DaCLM3 CO WaC0" Vl 3� O V'CNm O L Um(7 n III I HIM O Exhibit D Motoroluna=GAC Radio Communications Equipment & Systems Agreement Sys[em Nurchase Agmt p_• RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EOUH'MENT 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 I - 23 • ARTICLE l: H)ENTIFICATION 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.: RA01-08 3. Proposal Specifications No.: RA01-08 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 terns 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 tern 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:\CONTRAC'i1RA01-08.8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT 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 Contractor 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 ofthe 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 5250,000 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: 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 shah not unreasonably delay or withhold acceptance of a proposed assignment of a proposed subcontractor. The Contractor acknowledges that H-GAC is not liable to any subcontractor's ofthe Contractor. The Contractor shall ensure that the performance rendered under al! 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 wurse of the worly complete and accurate records of al! ofthe CONTRACTOR'S 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 Govemment 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 present 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 ofthe final contract closeout and anti! 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 8: 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 18. 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 G:\CONTRAC'I1RA01-08.8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE IN'TEROPERABLE EQUIPMENT Page 3 of 10 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 ofthis Contract be determined to be invalid or unenforceable, such determination shall not affect any other term of this Contract, which shall continue in full force and effect. ARTICLE ll: 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 ofwar, 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 DC 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; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 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 alcohol 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; (I) 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 confornmarmce with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of the 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 Interlocal Contracts, H-GAC offers governmental agencies and qualifying non-profit corporations the opportunityto participate inthe 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 ofTexas are outlined within this Contract, Proposal specifications, G:\CONTRACT11tA0 t-08.8\Motorola\ RADIO COMMUNICATION(EMERGENCY RESPONSE &MOBILE INTEROPF.RABLE UIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 4 of 10 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, proposaler's/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. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Contract cannot be modified without the written consent of both parties. ARTICLE 17: LIMITATION ON LIABILITY The CONTRACTOR understands and agrees that it shalt be liable to repay and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Contract. Fxcept for personal injury or death, MotoroJa's total liability whetherfor breach of contract, warranty, negligence, strict liability in tort or otherwise, is limited to the price ofthe particularproducts sold hereunder with respect to which either refund the purchase price, repair or replace products) 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. ARTICLE 18: 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 terms 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 evene of such termination prior to completion of this Contract provided for herein, END USER will pay CONTRACTOR, in accordancewith the terms 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: (t) 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 faits to make progress or otherwise violates this Contract that completion of services herein specified wi++him the term of this Contract is significantly endangered, and in either of these two instances does not cure such failure within a period often (l0) 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 of H-GAC or his designee. END USER reserves the right, in accordance with the terms and conditions of this Contract, to withhold from the payment G:\CONTRAC'1�RAOl-0S.gVvlotorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 5 of 10 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 benefit of END USER less any compensation previously paid. H-GAC, in accordance with the terns 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 ofTexas. Venue and jurisdiction of any suit or cease ofacdon arisingunder 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 representatives) shall be the contact petson(s) wnceming 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 a representative. Should a representative submit invoices to END USER for reimbursement of costs relating to an END USER Purchase Order for products/services, the Invoice shall be forwarded to CONTRACTOR. ARTICLE 21: REPORTING REQUIREMENTS Uponrequest 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 perfornaartces hereunder, such failure may be considered cause for temunation 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 of that offering. The contract with H-GAC shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract, wherein 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 notifyH- 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 shalt 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 ($1,0t)o,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 fora "Communication System" will always have a Statement of Work and an Acceptance Test Plan. G:\CONTRAC'[1RA01-08.8\Motorola\ RADIO COMMUNICATIONlEMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 6 of 10 The Parties accept the following definition of routine. A prescribed, detailed course ofaclion 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 All Cooperative Purchasing business will be processed in accordance with H-GAC's policies and procedures, atcontracted 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 orders) electronically through CONTRACTOR'S on-line ordering process or issue Purchase Orders) directly to CONTRACTOR at contract prices, and also submit a copy to H-GAC. 4. The H-GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRACTOR and H-GAC, and invoice each END USER for (1) products/services purchased and (2) H-GAC'S applicable order processing charge. 5. Upon delivery, acceptance, and receipt of an H-GAC CONTRACTOR's,documented invoice, END USER shall pay the H-GAC CONTRACTOR the full amount of the invoice. 6. For orders of less than $100,000, CONTRACTOR will promptly pay to H-GAC any order processing charges due, and in any case, not later than sixty (60) calendar days after End User order is processed. Payments will be processed to H-GAC on a monthly basis. For orders of $100,000 or more, CONTRACTOR will promptly pay to H-GAC any order processing charges due, and in any case, not later than forty-five (45) calendar days after receipt of End User payment by Motorola. Failure to promptly remit H-GAC's order processing charges may result in sanctions including, but not limited to, contract tennination. 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 bome 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 products/services has received H GAC's prior written approval for any price increases. 12. The H-GAC CONTRACTOR agrees to accept the terms 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 Interlooal contracts with H-GAC. ARTICLE 27: PRE -PAYMENTS AND DISCOUNTS G:\CONTRAt:"IUrLA01-08.8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 7 of 10 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 SI,000,000 per single occurrence Product liability S1,000,000 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 (This 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 maybe 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 Except as provided in ARTICLE 35, No price increases shall be allowed during the first twelve (12) months ofthis 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 G:\CONTRACT�RA01-08.8\Motorola\ RADIO COMMUNICATION/EMERGENCYRESPQNSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 8 of 10 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 Purchase Agreement". Using prices for products and services established in the Proposa! 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 (ThlsArticle does not app/y to this Contract) ARTICLE 37: PERFORMANCE BOND ISSUED TO END USE 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-CAC 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. G:\C0NTRAC1U2A01-08.81MIotoro1a\ RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EO UUIPMENT Page 9 of 10 ARTICLE 41: ORDER CANCELLATION In the event CONTRACTOR is unable to deliver a producuservice by the scheduled deliverydate, 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 ofany conditions ofForce Majeure that might cause delay 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 otherparty. (SeeArticle: "Subcontracts"j 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 ofany contract extension exceeding sixty-one (61) days beyond the stated expiration date ofthe 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 increaseldecrease 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 benon-compliant performance and may result in contract temunation 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:\CONTRAC7�RA01-08.8�Motorolal RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE UsIMROPERABLE EQUIPMENT Page 10 of 10 This contract, signed in two originals by both parties, shall become effective on the First day of January, 2008 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 RA01-08 Terms and Conditions, and Proposaler's Response documents as identified in Article I shall become part of this contract. Signed for Houston Galveston Area Council Houston, TX Attest for Houston Galveston Area Council Houston, TX Signed for Motorole,Inc. Farmers Branch, TX ate: �� Printed Name &Title: G �6!%Q/`q� f tc� �i"5� Attest for Motorola, Inc. Farmers Branch, TX Date: /-20 0 RO Printed Name & Title:G/_� NJ/Ii '57010 R fv r 1 " VJ ' G:\CONT1tACTUtAOI-08.8\Motorolal RADIO COMMUNICATION/EMERGENCY RESPONSE &MOBILE INTEROPERABLE EQUIPMENT Sig Initial: 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. I. 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, hill 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 *Me:n 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. II. GENERAL PROVISIONS: This warranty sets forth the full extent of Motorola's 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 OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, w 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 1-800-247-2346 within the applicable warranty period for information regarding warranty service. TV. WHAT THIS WARRANTY DOES NOT COVER: A) Defects or damage resulting hom use of the Product in other than its normal and customary manner. 6) 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). f) Freight costs to the repair depot. I) 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. p Scratches or other cosmetic damage to Product surfaces that does not affect the operation of the Product. 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 111inois 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; 13) that Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise; and G) 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 ocher countries preserve for Motorola certain exclusive rights for copyrighted Motorola soware such as the exclusive rights to reproduce in copi softes 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 Code Manufacturer Description Base Offered Price A&B Per the RFP Motorola has included an Electronics Catalogue (SCAT), 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 is to be used to calculate all individual prices within the ECAT disk. D Service Motorola Integration Services D Motorola offers wide range of services including Integration, Installation and Training. The cost of these services is regional in nature. Samples below are listed for reference only, D Project Management Daily Rate* $1,500 D System Engineering Daily Rate* $1,500 D System Technologist Daily Rate* $19800 D Standard Shop Installation: Hourly Rate* $125 D Standard Shop Installation: Daily Rate* $850 D Mobile Radio Installation* $150- $350 D Radio Programming* $454100 D Data Installation* $150-$350 D *Prices may vary by Region and Stated Scope. Travel Not Included APCIS ECATCateeory %Discount 153 Data Applications 15% 297 jData Applications 0% 333 Data Applications 0% 339 Data Applications 0% 879 Data Applications 0% 87 Data Subscriber Devices 0% 137 Data Subscriber Devices 5% 170 Data Subscriber Devices 5% 171 Data Subscriber Devices 10% 225 Data Subscriber Devices 10% 312 Data Subscriber Devices 20% 343 Data Subscriber Devices 22% 508 Data Subscriber Devices 10% 708 Data Subscriber Devices 10% 736 Data Subscriber Devices 22% 855 Data Subscriber Devices 10% 214 Fixed Data Products 10% 275 Fixed Data Products 10% 224 Fixed Data Products l0% 403 Fixed Data Products 10% 469 Fixed Data Products 10% 499 Fixed Data Products 10% 222 Fixed Network Equipment 0% 381 Fixed Network Equipment 5% 403 Fixed Network ui ment 10% 218 Fixed Stations 20% 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 0% 793 Fixed Stations 10% 207 Fixed Station Accessories 10% 273 Fixed Station Accessories 10% 277 Fixed Station Accessories 20% 301 Fixed Station Accessories 20% 524 Fixed Station Accessories 15% 525 Fixed Station Accessories 15% 687 Fixed Station Accessories 18% 207 Fixed Station Antenna Systems 10% Fixed 118 Station Controls 15% 124 Fixed Station Controls 15% 129 Fixed Station Controls 20% 202 Fixed Station Controls 15% 207 Fixed Station Controls 10% 228 Fixed Station Controls 30% 229 Fixed Station Controls 5% 261 Fixed Station Controls 5% 322 Fixed Station Controls 15% 377 Fixed Station Controls 10% 404 Fixed Station Controls 20% 443 Fixed Station Controls 18.50% 448 Fixed Station Controls 20% 454 Fixed Station Controls 15% 708 Fixed Station Controls 100/0 729 Fixed Station Controls 0% 740 Fixed Station Controls 10% 291 Mobile Accessories 15% 554 Mobile Accessories 15% 644 Mobile Accessories 15% 103 Mobile Stations 20% 109 Mobile Stations 15% 185 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 10% 500 Mobile Stations 20% 514 Mobile Stations 18% 518 Mobile Stations 18% 672 Mobile Stations 20% 775 Mobile Stations 15% 776 Mobile Stations 20% 792 IMobile Stations 0% 869 Mobile Stations 20% 131 Network Products 10% 147 Network Products 10% 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) M50% Portable Radiophone 320 Portables 20% Portable Radiophone 355(Portables) 0% Portable Radiophone 407 ortables 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 20% 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% 644 Radius Products 20% 682 Radius Products 20% 706 Radius Products 20% 742 Radius Products 20% 744 Radius Products 20% 780 Radius Products 20% 785 Radius Products 20% 793 Radius Products 20% 795 Radius Products 20% 136 Receivers 10% 509 Receivers 20% 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% 195 Software U des/Flash ort 0% 371 Software U es/Flash ort 0% 430 Software Upgradesfflashport 20% 647 Software U des/Flash ort 0% 729 Software U des/Flash ort 0% 823 Software U ades/Flash ort 0% 39 Trunking Products and Systems 10% 40 land Trunking Products Systems 1 15% 41 Trunking Products and Systems 10% 85 Trunking Products and Systems 15% 112 Trunking Products and Systems 15% 115 Trunking Products and Systems 10% 152 Trunking Products and Systems 5% 277 Trunking Products and Systems 20% 280 Trunking Products and Systems 18.50% 281 Trunking Products jand Systems 18.50% 377 Trunking Products and Systems 10% 495 Trunking Products and Systems 15% 593 Trunking Products and Systems 23% 647 Trunking Products and Systems 00/0 708 Trunking Products and Systems 10% 877 Trunking Products and Systems 18.50% 37 Wireless Mobility 5% 38 Wireless Mobility 5% 484 Wireless Mobility 5% 563 Wireless Mobility 5% 606 Wireless Mobility 15% 683 Wireless Mobility 15% 832 Wireless Mobility 10% 977 Wireless Mobility 5% l4 0 O F <i Q 0 i t0 •; N o L a d Q cn 400 G Mm tQC G .LIL E c ai Z yE +' Z in •0 E w AAL y CL T N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 o N 0 0 0 to O O m V' O 0 m N O it 0 CD w to N O 0 to to O N (D O m CO ci Ln N CV O 00 N O O O to (D ce) 0 tp t0 Co LO co N to Cb Cb N (O N O � 0 '. q* N t` (D CD CO CO O (D t� qT Rcr t\ r\ O O 4* 4* O r 0 CC) O qt �t ul to CO U) to it LO LO N 00 O O N to N r` (o N O it t` h t� N CO OD CM N d' Efi fA Eli 69 69 69 69 E9 a 6F> 69 69 69 69 6% ca Ef3 ElT V3 6H V) fo 69 69 V3 10 69 Ea a E9 O O O O O O O O O O O O O O O O O O O O O O O O O O O O O O N M M N N N M N N M N N M N N N N N N N M M N N N N M N N M ¢J� a ZF-N aJm a z _ X�apcf: W�pCO oO cc >O 0 M z XXO p O z m>o WW 0=z p wQULONw O`w¢0L JpWU F— h- M= ~ CC J p WU =J F-F- Q () Z W J Q O O CO p Q Z W W ¢ 00 ZUzzaN 0 W ')o20Wo �UZZQm�OZ� z�OpW ZW zCc Nz0zz�0) coz_0zz ¢F-�UtL� =¢w000CT�'pz ¢F- CLUwo¢u- OU gLoocU❑O�WUz ,LOWOo-u%�Loc>mc�❑ LoW0CL JFOJQ ' wa V'm O J W� LL WcnF-a� Nt�i n'0 N�QU LLiWU)F ¢<umqt a02 ❑❑Wcn�U 00❑�1c~i��W= F- ❑oWc�2z❑��� J�%jZN NJ� O ��(AO J >WZ0J� O F- ❑_ }>-Woo Wes❑ }2F->❑F-}}ww JQU)I_Cfl� ❑m0how JJ� I �NJ> W JaU)F_CDUJJ� �m�p(n O O—W m0 LLOm TwmO�o O mW} a.O o0F¢ oo❑❑WO-()d J=�H>2 m� W}o..O��Wa-U)� z F- w cC w z 0 O �� m a' X O— J F— W n- ❑ X O ¢U— J W O¢ ¢ CL 000��, N¢amo❑ LnU) W cn¢C� O WcncnaJO0ow0�J aW�a�ma pmoQJozm_, - 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DISCUSSION The 2004 Capital Improvement Program, Proposition Five approved replacing four aging radio communication towers. M&C C- 23844dated October 13, 2009 approved the construction of the first tower at the Rolling Hills Water Treatment Plant. As discussed in M&C C-23844, this M&C is to complete the Rolling Hills communication tower. It includes the purchase of the new antennas, transmission line, miscellaneous communication equipment and professional services required to make the Radio System operational on the Rolling Hills tower. This equipment is compatible with the City's next generation interoperable Radio System supporting the P25 digital standard. The Public Safety Trunked Radio Communication System is vital to the welfare and safety of Fort Worth Citizens. The infrastructure for the radio system includes towers located throughout the City. The Texas Interlocal Cooperation Act permits joint participation by local governments, states, state agencies and non-profit corporations to use the Houston -Galveston Area Council (H-GAC) Cooperative Purchasing Program. Purchases made by using H- GAC procedures satisfy otherwise applicable competitive bidding requirements. ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by the City Manager for an amount up to $25,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions Department and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. FISCAL INFORMATION/CERTIFICATION: http://apps.cfwnet.org/council packet/mc_review.asp?ID=12181&councildate=l2/8/2009 (1 of 2) [12/9/2009 10:15:48 AM] M&C Review The Financial Management Services Director certifies that funds are available in the current capital budget, as appropriated, of the ITS Improvements Fund, TO Fund/Account/Centers Submitted for City Manager's Office bx Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund/Account/Centers P252 539120 049030028680 P250 539120 049030028680 Karen Montgomery (6222) Peter Anderson (8781) Steve Streiffert (2221) 342 071.00 153 929.00 http://apps.cfwnet.org/council packet/mc_review.asp?ID=12181&councildate=l2/8/2009 (2 of 2) [12/9/2009 10:15:48 AM]