HomeMy WebLinkAboutContract 47392 (2)CITY SECRETARY
CONTRACT
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SYSTEM PURCHASE AGREEMENT (Radio Systems)
THIS AGREEMENT ("Agreement") is made and entered into this day of
by and between Motorola Solutions, Inc., a Delaware corporation duly authorized to conduct
business in the State of Texas ("Motorola" or "Seller") and the City of Fort Worth, Texas, a
home -rule municipal corporation organized under the laws of the State of Texas ("Purchaser" or
"City").
WITNESSETH:
WHEREAS, the Purchaser desires to purchase a Communications System; and
WHEREAS, Motorola desires to sell a Communications System to Purchaser; and
'Cefi7bego 1 s
WHEREAS, Houston -Galveston Area Council ("H-GAC"), acting as the agent for various local
governmental entities who are "End Users" under interlocal agreements (including the Purchaser)
has solicited proposals for radio communications equipment and conducted discussions with
Motorola concerning its proposal and, where applicable, in accordance with the competitive
procurement procedures of Texas law; and
WHEREAS, H-GAC and Motorola entered into that certain Contract No. RA05-15 dated as of
May 1, 2015 (the "Contract"), which provides that End Users may purchase radio
communications equipment from Motorola pursuant to certain terms contained therein; and
WHEREAS, pursuant to Article 6 of the Contract, Motorola and Purchaser now wish to enter
into this System Purchase Agreement to delineate the specific terms of the purchase of radio
communications equipment from Motorola by the Purchaser.
THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall
perform the work and furnish the equipment and services as more fully set forth herein and in the
following exhibits, which are either attached hereto or incorporated by reference and hereby
made a part of this Agreement:
Exhibit A General Provisions.
Exhibit B Motorola Software License Agreement.
Exhibit C
Exhibit D
Exhibit E
s
` OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Technical and Implementation Documents, consisting of: Motorola's August 12,
2015 Proposal (Section 1 System Description, Section 2 Statement of Work,
Section 3 Pricing, and Section 4 Terms and Conditions).
Motorola/H-GAC Contract No. RA05-15 dated May 1, 2015.
Warranty and Maintenance Plan and Service Terms and Conditions (if
applicable).
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NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained
herein, the parties agree as follows:
Section 1 SCOPE OF WORK
A. Motorola shall furnish all of the equipment and software as outlined in Exhibit C and
provide the tools, supplies, labor and supervision necessary for the installation of the items
purchased in accordance with F xhibit C.
B. In addition to responsibilities described in the Statement of Work, Purchaser shall
perform the following coincident with the performance of this Agreement*
(1) Provide a designated Project Director.
(2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola
and have such facilities available for installation of the equipment to be installed.
(3) Provide adequate telephone or other communications lines (including modem access and
adequate interfacing networking capabilities) for the installation, operation and support of the
equipment.
(4) Provide adequate space, air conditioning and other environmental conditions, and
adequate and appropriate electrical power outlets, distribution, equipment and connections for
the installation, operation and support of the equipment
(5) Provide a designated work area with adequate heat and light, and a secure storage area for
equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to
equipment prior to, during and following installation when such equipment is on or within
Purchaser s facilities and/or vehicles.
Section 2 SITES
This Agreement is predicated on the utilization of sites and site configurations, which have been
selected either by the Purchaser or by Motorola and set forth in Exhibit C. In either situation,
should it be deteuunined by either Motorola or Purchaser during the course of performance on this
Agreement that the sites or configuration selected are no longer available or desired, new or
replacement sites or configuration will be selected and approved by both Motorola and the
Purchaser. If any price or schedule adjustments are necessary as a result of these new or
replacement sites, such adjustments will be added to this Agreement by change order in
accordance with Section 4 of the General Provisions.
Section 3 SUBSURFACE/STRUCTURAL CONDITIONS
This Agreement is predicated upon normal soil conditions defined by E I A standard RS-222
(latest revision). Should Motorola encounter subsurface, structural, adverse environmental
and/or latent conditions at any site differing from those indicated on the specifications, or as used
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in the preparation of the bid price, the Purchaser will be given immediate notice of such
conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall
promptly investigate the conditions and, if found to be different, will adjust the plans and/or
specifications as may be necessary. Any changes that cause an adjustment in the contract price or
in time required for the performance of any part of the contract shall result in a contract
modification in accordance with Section 4 of the General Provisions.
Section 4 PERIOD OF PERFORMANCE
A. Motorola projects that it will be able to obtain final acceptance and completion of the
Acceptance Test Plan within the time interval specified in Exhibit C (if applicable). A more
detailed timeline shall be provided to Purchaser after the design review and customer kick-off
meeting.
B. Whenever a party knows or reasonably should know that any actual or potential condition
due to circumstances beyond its control is delaying or threatens to delay the timely performance
of the work, the party shall within thirty (30) days give the other party notice thereof and may
request an extension of time to perfou n the work.
C. In order to successfully integrate and implement this project, shipments will be made
F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing
facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and
that Motorola will advise prior to shipment of actual destination and that Purchaser will accept
shipment, and make payment as required by this Agreement
D. It is also agreed that equipment shipping dates reflected in this Agreement are estimates
only, and that shipment may be made at any time prior to, or subsequent to these estimated
shipping dates.
Section 5 ACCEPTANCE CRITERIA
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 or
phases of the System, both parties shall promptly execute certificates of subsystem acceptance
upon the successful completion of testing of such subsystems or phases. Minor omissions or
variances in performance which do not materially affect the operation of the 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 agiee 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)
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business days after notification, final payment will be due within thirty (30) days after such
notification and the Warranty Period will commence immediately.
C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the
Communications System or its subsystem(s) for limited training or testing purposes prior to the
completion of testing by Motoiola 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 the
sum of Two Hundred Twenty Four Thousand Three Hundred Twenty Five Dollars
($224,325.00), which includes the H-GAC administration fee. The final price may be adjusted
by change orders approved pursuant to Statement of Work attached hereto as Exhibit "C".
B. Payments to Motorola shall be made according to the following milestones*
1. 30% of the total contract price upon receipt of Notice to Proceed;
2. 40% of the total contract price upon delivery of the Equipment;
3. 15% of the total contract price upon completion of Installation;
4. 10% of the total contract price upon System Acceptance; and
5. 5% of total contract price upon Final Acceptance
C. During the Detailed Design Review the City and Motorola will develop a Performance
Schedule to correspond with the Payment Milestones set forth herein in this section In the event
of any substantial delay in providing sites, space, approvals, licenses, or any other obligations
required preceding delivery of Motorola equipment pursuant to the Performance Schedule,
Purchaser or Motorola shall initiate a Change Order to modify the Perfouunance Schedule The
Change Order shall be mutually agreed upon and executed by both parties. It is agreed that
Motorola will ship equipment as planned, in the manner specified in this Agreement. Purchaser
shall make payment in accordance with the Payment Milestones of this Agreement
D. Payments to Motorola shall be made as follows:
(i) Motorola shall immediately forward an invoice for the payment requested in
Section 6(B) above to Purchaser.
(ii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of
receipt.
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E Motorola will pay H-GAC's administrative fee in accordance with the payment terms of
Motorola/H-GAC Contract No. RAOS-15 dated May 1, 2015.
F. TERM. Unless terminated in accordance with other provisions of this Agreement or
extended by mutual agreement of the Parties, the term of this Agreement begins on the last date
executed by the parties and continues until the date of Final Project Acceptance or expiration of
the Warranty Period as set forth in Exhibit A, Section 11 of this Agreement, 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 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 Solutions, Inc
1303 East Algonquin Road
Schaumburg, IL 60196
Attn • Law Department
B. City of Fort Worth
1000 Throckmorton Street
Fort Worth, TX 76102
With a copy to the City Attorney
at the same address.
C. Houston -Galveston Area Council
3555 Timmons Lane, Suite 120
Houston, Texas 77027
Attn.. Public Services Manager
Section 9 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the
following order:
Terms and Conditions of this Agreement.
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Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
General Provisions.
Motorola Software License Agreement.
Technical and Implementation Documents consisting of: Motorola's August 12,
2015 Proposal (Section 1 System Description, Section 2 Statement of Work,
Section 3 Pricing, and Section 4 Terms and Conditions).
Motorola/H-GAC Contract No. RA05-15 dated May 1, 2015.
Warranty and Maintenance Plan and Service Terms and Conditions (if
applicable).
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. Motorola and the Purchaser will
bear their own costs but will share the cost of the mediation equally. By mutual agreement,
however, Motoiola and Purchaser may postpone mediation until both parties have completed
some specified but limited discovery about the dispute. The parties may also agree to replace
mediation with some other form of non -binding alternate dispute resolution procedure ("ADR").
Any dispute 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 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 Tarrant County, Texas. Both Motorola and Purchaser
consent to jurisdiction over it by such a court. The use of any ADR procedures will not be
considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either
party. Nothing shall prevent either of the parties from resorting to the judicial proceedings
mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under
these procedures have been unsuccessful or (b) interim relief from the court is necessary to
prevent serious and irreparable injury to one of the parties or others.
Section 11 SEVERABILITY
If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or
portion of such provision shall be considered severable, and the remainder of this Agreement
shall not be affected.
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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 SURVIVAL OF TERMS
The following provisions will survive the expiration or termination of this Agreement for any
season: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of
Precedence); Section 10 (Disputes) Section 11 (Severability); Section 12 (Headings and Section
References); Section 13 (Survival of Teirus); Section 14 (Full Agreement) and Section 15 (Right
to Audit).
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Section 14 FULL AGREEMENT / AMENDMENTS
This Agreement and its Exhibits constitute the final expression of the agreement of the parties
and supersedes all previous agreements and understandings, whether written or oral, relating to
the work. This Agreement may be executed in multiple counterparts, each of which shall be an
original and all of which shall constitute one and the same instrument. A facsimile copy or
computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the
same effect as an original signature In addition, a true and correct facsimile copy or computer
image of this Agreement shall be treated as and shall have the same effect as an original signed
copy of this document This Agreement may not be altered, amended, or modified except by
written instrument signed by duly authorized representatives of the parties. The preprinted terms
and conditions found on any Purchaser purchase order, acknowledgment or other form will not
be considered an amendment or modification of this Agreement, even if a representative of each
party signs that document.
Section 15 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 peuunission 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
infouluation 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 light 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 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.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the last day and year written below.
MOTOROLA SOLUTIONS, INC.
By:
Name:
Title:
Date:
Jake 'rice
Area Sales Manager
4.2 / AS
CONTRACT AUTHORIZATION:
M&C:
7 6644
Date Approved: /aZ /6 aois
Motorola Contract No.
City of Fort Worth, TX
PURCHASER
B
Alanis
Assistant City Manager
Date: 17 I fcr
ATTEST�
By. C
ary J. Kayser
City Secretary
APPROVED) TO FORM A -ND LEGALITY:
By* CAAM-Asi
Maleshia '13. Farmer
Sr. Assistant City Attorney
OFFkkest. RECORD
CITY SECRETARY
T.WORTH, TX
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EXHIBIT A
GENERAL PROVISIONS
MOTOROLA SOLUTIONS, INC.
Section 1 STANDARDS OF WORK
Motorola agrees that the performance of work described in this Agreement and pursuant
to this Agreement shall be done in a piofessional manner and shall conform to
professional standards. All packaging and packing shall be in accordance with good
commercial practice and industry regulations.
Section 2 TAXES
Purchaser is a tax exempt entity and shall not be liable for any taxes pursuant to this
Agreement. The prices set forth in the Agreement are exclusive of any amount for
Federal, State or Local excise, sales, lease, gross income service, rental, use, property,
occupation or similar taxes. If any taxes are determined applicable to this transaction or
Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to
Motorola the amount of such taxes and any interest or penalty thereon no later than thirty
(30) days after receipt of an invoice therefor.
Section 3 SHIPPING, TITLE AND RISK OF LOSS
Title to the equipment shall pass to the Purchaser upon delivery to Purchaser's designated
site following issuance of a Purchase Order 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 therefore 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 Agieement shall be modified in writing accordingly. Motoiola 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.
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Section 5 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability whether for breach of
contract warranty, negligence, indemnification, strict liability in tort or otherwise, is
limited to the price of the particular products or services sold hereunder with respect to
which losses or damages are claimed IN NO EVENT WILL MOTOROLA BE LIABLE
FOR ANY LOSS OF USh, LOSS OF TIMh, INCONVENIENCE COMMERCIAL
LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL,
INDIRECT OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW. This limitation of liability provision survives the
expiration or teuutination of the Agreement and applies notwithstanding any contrary
provision. No action shall be brought for any breach of this contract more than two (2)
years after the accrual of such cause of action except for money due upon an open
account.
Section 6 EXCUSABLE DELAYS
A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties.
Such acts shall include, but are not be limited to, acts of God; fire; strikes; material
shortages; compliance with laws or regulations; riots; acts of war; or any other conditions
beyond the reasonable control of the party or parties.
B. Delays as identified herein may cause an impact on the Period of Performance
stated in the Agreement Such delays will be subject to an Agreement addendum as
described in Section 4.
Section 7 DEFAULT
A. If Motorola is wholly responsible for failure to make delivery or complete installation
under the Agreement, the Purchaser may consider Motorola to be in default, unless such
failure has been caused by the conditions set forth in Section 6 of these General
Provisions.
B. The Purchaser shall give Motorola written notice of such default and Motorola shall
have thirty (30) days to provide a plan of action to cure the default If Motorola fails to
cure the default, the Purchaser may terminate any unfulfilled portion of this Agreement or
complete the system through a thud party In the event the Purchaser completes the
system through a third party, Motorola shall be responsible for an amount in excess of the
Agreement price, not to exceed the value of the terminated portion incurred by the
Purchaser in completing the system to a capability not exceeding that specified in the
Agreement.
Section 8 RESERVED
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Section 9 LICENSES/AUTHORIZATION
The Purchaser is solely responsible for obtaining any licenses or other authorizations
required by the Federal Communications Commission and for complying with FCC rules.
Neither Motorola nor any of its employees is an agent or representative of the Purchaser
in FCC matters or otherwise. Motorola, however, may assist in the preparation of the
license application at no charge to the Purchaser. Purchaser acknowledges that project
implementation is predicated on receipt of proper FCC licensing.
Section 10 INDEMNIFICATION
Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all
liabilities, judgments, costs, damages and expenses which may accrue against, be charged
to, or recovered from the Purchaser by reason of or on account of damage to the tangible
property of the Purchases 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 or that of its employees, subcontractors, or agents
while on the premises of the Purchaser during the delivery and installation of the
communications equipment IN NO EVENT WILL MOTOROLA BE LIABLh FOR
INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
Section 11 WARRANTIES
A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality
representation described below is fulfilled. The Equipment and Motorola Software is
warranted for a period of one (1) year after System Acceptance ("Warranty Period ') in
accordance with the applicable limited warranties shown below. In no event will the
warranty period last longer than eighteen (18) months after the hquipment and Software
is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or
Motorola Software does not conform to these warranties no later than one month after the
expiration of the Warranty Period.
B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications
System will satisfy the functional requirements in Exhibit C. Upon System Acceptance,
this System Functionality representation is fulfilled. After System Acceptance, the
Equipment Warranty set forth below and the Software Warranty set forth in the Software
License Agreement will apply.
Motorola will not be responsible for performance deficiencies of the System caused by
ancillary equipment not furnished by Motorola which is attached to or used in connection
with the System provided hereunder. Additionally, Motorola will not be responsible for
System performance when the functionality is reduced for reasons beyond Motorola's
control including, but not limited to, i) an earthquake, adverse atmospheric conditions or
other natural causes• ii) the construction of a building that adversely affects the
microwave path reliability or RF coverage; iii) the addition of additional frequencies at
System sites that cause RF interference or intermodulation• iv) Purchaser changes to load
usage and/or configuration outside the parameters specified in Exhibit C; v) any other act
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of parties who are beyond Motorola's control, including Purchaser or its employees,
contractors, consultants or agents.
C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material
defects in material and workmanship under normal use and service during the Warranty
Period. Unless otherwise specified in writing, the Warranty Period for non -Motorola
manufactured Equipment will be as stated in this Section. At no additional charge and at
its option, Motorola will either repair the defective Equipment, replace it with the same or
equivalent Equipment, or refund the purchase price of the defective Equipment, and such
action on the part of Motorola will be the full extent of Motorola's liability hereunder.
Repaired or replaced Equipment is warranted for the balance of the original applicable
warranty period. All replaced parts of the Equipment shall become the property of
Motorola.
THIS WARRANTY DOES NOT APPLY TO
a) Defects or damage resulting from use of the Equipment in other than its
normal and customary manner.
b) Defects or damage occurring from misuse, accident, liquids, neglect or
acts of God, unless such defect or damage was caused by Motorola's
workmanship or performance.
Defects or damage occurring from testing, maintenance, installation,
alteration, modification, or adjustment not provided by Motorola pursuant
to this System Purchase Agreement.
d) Breakage of or damage to antennas unless caused directly by defects in
material or workmanship.
e) Equipment that has been subjected to unauthorized modifications,
disassembly or repairs (including the addition to the Equipment of non -
Motorola supplied equipment if not authorized by Motorola) which
adversely affect performance of the Equipment or interfere with
Motorola's normal warranty inspection and testing of the Equipment to
verify any warranty claim.
f) Equipment that has had the serial number removed or made illegible.
g) Batteries (because they carry their own separate limited warranty).
h) Freight costs to the repair depot.
i) Equipment that has been subject to illegal or unauthorized alteration of the
software/firmware in the Equipment.
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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 THI- IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE
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Section 12 CONFIDENTIAL INFORMATION
Motorola proprietary computer programs will be released in accordance with the
Software License provisions set forth elsewhere, if applicable. All other material and
information of confidential nature masked Motorola PROPRIETARY and/or
CONFIDENTIAL will be released as necessary under the following conditions*
(1) Purchaser shall exercise reasonable and prudent measures to keep these items in
confidence
(2) Purchaser shall not disclose these items to third parties without prior written
permission, unless Motorola makes them public or Purchaser learns them rightfully fiom
sources independent of Motorola, or it is required by law to be disclosed.
(3) Motorola, where necessary, retains the right to prescribe specific security
measures for the Purchaser to follow to maintain the confidentiality.
In the event disclosure of such information is necessary, a separate Non -Disclosure
Agreement will be required.
Section 13 SOFTWARE LICENSE
A. Motorola Software. Any Motorola Software furnished will be licensed to
Purchaser solely according to the terms and restrictions of the Software License
Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and
restrictions of the Software License Agreement.
B. Non -Motorola Software. Any Non -Motorola Software furnished by Motorola will
be subject to the terms and restrictions of its copyright owner unless such copyright
owner has granted to Motorola the right to sublicense such Non -Motorola Software
pursuant to the Software License Agreement, in which case the Software License
Agreement (including any addendum to satisfy such copyright owner's requirements)
shall apply and and the copyright owner will have all of Motorola's rights and protections
under the Software License Agreement.
Section 14 PATENT INDEMNIFICATION
A. Motorola will defend at its expense any suit brought against Purchaser to the
extent it is based on a third -party claim alleging that the Equipment manufactured by
Motorola or the Motorola Software ("Motorola Product ') directly infringes a United
States patent or copyright ("Infringement Claim '). Motorola's duties to defend and
indemnify ate conditioned upon: Purchaser promptly notifying Motorola in writing of the
Infringement Claim Motorola having sole control of the defense of the suit and all
negotiations for its settlement or compromise; and Purchaser providing to Motorola
cooperation and, if requested by Motorola, reasonable assistance in the defense of the
Infringement Claim. In addition to Motorola's obligation to defend, and subject to the
same conditions, Motorola will pay all damages finally awarded against Purchaser by a
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court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by
Motorola in settlement of an Infringement Claim.
B. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur,
Motorola may at its option and expense: (a) procure for Purchaser the right to continue
using the Motorola Product; (b) replace or modify the Motorola Product so that it
becomes non -infringing while providing functionally equivalent perfoiniance; or (c)
accept the return of the Motorola Product and grant Purchaser a credit for the Motorola
Product, less a reasonable charge for depreciation. The depreciation amount will be
calculated based upon generally accepted accounting standards.
C. Motorola will have no duty to defend or indemnify for any Infringement Claim
that is based upon: (a) the combination of the Motorola Product with any software,
apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or
software not furnished by Motorola and that is attached to or used in connection with the
Motorola Product; (c) Motorola Product designed or manufactured in accordance with
Purchaser's designs, specifications, guidelines or instructions, if the alleged infringement
would not have occurred without such designs, specifications, guidelines or instructions;
(d) a modification of the Motorola Product by a party other than Motorola; (e) use of the
Motorola Product in a manner for which the Motorola Product was not designed or that is
inconsistent with the teens of this Agreement; or (f) the failure by Purchaser to install an
enhancement release to the Motorola Software that is intended to correct the claimed
infringement. In no event will Motorola's liability resulting from its indemnity
obligation to Purchaser extend in any way to royalties payable on a per use basis or the
Purchaser s revenues or any royalty basis other than a reasonable royalty based upon
revenue derived by Motorola from Purchaser from sales or license of the infringing
Motorola Product.
D. This Section 14 provides Purchaser's sole and exclusive remedies and Motorola's
entire liability in the event of an Infringement Claim. Purchaser has no right to recover
and Motorola has no obligation to provide any other or further remedies, whether under
another provision of this Agreement or any other legal theory or principle, in connection
with an Infringement Claim.
Section 15 DISCLAIMER OF PATENT LICENSE
Nothing contained in this Agreement shall be deemed to grant, either directly or by
implication, estoppel or otherwise, any license under any patents or patent applications of
Motorola, except that Purchaser shall have the normal non-exclusive royalty -free license
to use that is implied, or otherwise arises by operation of law, in the sale of a product.
Section 16 WAIVER
Failure or delay on the part of Motorola or Purchaser to exercise a right or power
hereunder shall not operate as a waiver of the right or power. For a waiver of a right or
power to be effective, it must be in a writing signed by the waiving party. An effective
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waiver of a right or power will not be construed as either a future or continuing waiver of
that same right or power, or the waiver of any other right or power.
Section 17 GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas. If any claim or action is brought pursuant to this Agreement, venue for
any such claim or action shall lie in the state courts located in Tarrant County, Texas or
the United States District Court for the Northern District of Texas, Fort Worth Division,
as applicable.
Section 18 ASSIGNABILITY
Fxcept as provided herein, neither party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other party, which consent
will not be unreasonably withheld Any attempted assignment, delegation or transfer
without the necessary consent will be void. Notwithstanding the foregoing, Motorola may
assign this Agreement, or its right to receive payment hereunder, to any of its affiliates
without the prior consent of Purchaser. However, Motorola shall provide Purchaser with
at least thirty (30) days written notice of any such assignment, and Purchaser shall be
authorized to request and entitled to receive a sworn affidavit fiom the affiliate verifying
its right to receive payment from Motorola prior to Purchasei making any such payment.
In addition in the event Motorola separates one or more of its businesses (each a
"Separated Business"), whether by way of a sale establishment of a joint venture, spin-off
or otherwise (each a "Separation Event"), Motorola may, without the prior written
consent of the other party and at no additional cost to Motorola, assign this Agreement
such that it will continue to benefit the Separated Business and its affiliates (and
Motorola and its affiliates, to the extent applicable) following the Separation Event.
Motorola shall provide Purchaser with at least thirty (30) days written notice of any such
assignment which constitutes a Separation Event Such assignment will not relieve
Motorola of its duties under this Agreement. Motorola may subcontract any of the work,
but subcontracting will not relieve Motorola of its duties under this Agreement.
Section 19 SURVIVAL OF TERMS
The following provisions will survive the expiration or tetnuination of this Agreement for
any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default),
Subsection 11.F (Disclaimer of Implied Wananties); Section 12 (Confidential
Information); Section 13 (Software License); and Section 16 (Waiver); Section 17
(Governing Law) and Section 19 (Survival of Terms).
Section 20 RESERVED
Section 21 MAINTENANCE SERVICE
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If this Agreement contains a Warranty and Maintenance Plan then, during the Warranty
Period, in addition to warranty services, Motorola will provide maintenance services for
the Equipment and support for the Motorola Software pursuant to the terms of this
Agreement, including the Warranty and Maintenance Plan and Service Terms and
Conditions. Such services and support are included in the Contract Price If Customer
wishes to purchase additional maintenance and support services during the Warranty
Period, or any maintenance and support services after the Warranty Period, the
description of and pricing for such services will be set forth in a separate document.
Unless otherwise agreed by the Parties in writing, the teu ns and conditions applicable to
such maintenance and support will be Motorola s standard Service Teuiis and
Conditions, together with the appropriate statements of work.
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Exhibit B
Software License Agreement
This Exhibit B, Software License Agreement ("Agreement") is between Motorola Solutions, Inc.,
(` Motorola') and the City of Fort Worth, Texas ("Licensee").
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which
the Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies technical and
performance features and capabilities, and the user, operation and training manuals for the Software
(including all physical or electronic media upon which such information is provided).
1.3 "Open Source Software" means software with either freely obtainable source code, license for
modification, or permission for free distribution.
1.4 "Open Source Software License" means the terms or conditions under which the Open Source
Software is licensed.
1.5 "Primary Agreement" means the agreement to which this exhibit is attached
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design,
implementation, or internal controls that could be exercised (accidentally triggered or intentionally
exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system
damaged.
1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de -
compilations disassemblies, emulations or derivative works of such software; (ii) means any modifications,
enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain
one or more items of software owned by a third party supplier The term "Software" does not include any
third party software provided under separate license or third party software not licensable under the terms of
this Agreement.
Section 2 SCOPE
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
Agi eement contains the terms and conditions of the license Motorola is providing to Licensee, and
Licensee's use of the Software and Documentation.
Section 3 GRANT OF LICENSE
3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola
grants to Licensee a personal, limited non -transferable (except as permitted in Section 7) and non-exclusive
license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement)
embodied in the Software to use the Software, in object code form, and the Documentation solely in
connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to
source code.
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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• (in) copy, reproduce, distribute, lend, or lease the Software or
Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to
any third party, or take any action that would cause the Software or Documentation to be placed in the
public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, copy, transmit, disclose divulge or make the Software or
Documentation available to or permit the use of the Software by any third party or on any machine except
as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that
would result in the production of a copy of the Software solely by activating a machine containing the
Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster
recovery purposes; provided that Licensee may not opei ate 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 (ir) 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
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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 tights are granted to
Licensee under this Agreement by implication, estoppel or otherwise except for those rights which are
expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or
prepared by Motorola in connection with providing the Software, Designated Products, Documentation or
related services, remains vested exclusively in Motorola, and Licensee will not have any shared
development or other intellectual property rights.
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1. The commencement date and the term of the Software warranty will be a period of ninety (90)
days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any
of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used
properly and in accordance with the Documentation and this Agreement, will be free from a reproducible
defect that eliminates the functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect occurs will be determined by
Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the
Software or the Designated Products will be uninterrupted, error -free, completely free of Security
Vulnerabilities or that the Software or the Designated Products will meet Licensee's particular
requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.
6 2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to
use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will
involve either replacing the media or attempting to correct significant, demonstrable program or
documentation err ors 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
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
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paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products
are Motorola s radio products and Licensee transfers ownership of the Motorola radio products to a third
party Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport
software) which is embedded in or furnished for use with the radio products and the related Documentation;
provided that Licensee transfers all copies of the Software and Documentation to the transferee, and
Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the
transferee to be bound by this Agreement.
Section 8 TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is
signed by both parties and will continue for the life of the Designated Products with which or for which the
Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement in
which case this Agreement and Licensee s right to use the Software and Documentation may be terminated
immediately upon notice by Motorola.
8 2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to
Motorola that all copies of the Software have been removed or deleted from the Designated Products and
that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee
and are no longer in use by Licensee.
8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the
development, marketing, and distribution of the Software and Documentation and that Licensee s breach of
this Agreement will result in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee breaches this Agreement Motorola may terminate this Agreement and be entitled
to all available remedies at law or in equity (including immediate injunctive relief and repossession of all
non -embedded Software and associated Documentation unless Licensee is a Federal agency of the United
States Government).
Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS
This Section applies if Licensee is the United States Government or a United States Government
agency. Licensee's use, duplication or disclosure of the Software and Documentation under
Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs
(c)(1) and (2) of the Commercial Computer Software -Restricted Rights clause at FAR 52.227-19
(JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the
Software and Documentation are being provided to the Department of Defense, Licensee's use,
duplication or disclosure of the Software and Documentation is subject to the restricted rights set
forth in subparagraph (c)(1)(n) 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 of the primary agreement
concerning confidential information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
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Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be
construed as an admission or presumption of publication of the Software or public disclosure of any trade
secrets associated with the Software.
13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws
and regulations of the United States and Licensee will comply with all applicable laws and regulations,
including export laws and regulations of the United States. Licensee will not without the prior
authorization of Motorola and the appropriate governmental authority of the United States in any form
export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or
technical data or direct or indirect products sold or otherwise furnished to any person within any territory
for which the United States Government or any of its agencies at the time of the action requires an export
license or other governmental approval. Violation of this provision is a material breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its
obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or
consent of Licensee. However in the event Motorola assigns its right to receive payment to
one of its affiliates hereunder, Motorola shall provide Purchaser with at least thirty (30)
days written notice of any such assignment, and Purchaser shall be authorized to request
and entitled to receive a sworn affidavit from the affiliate verifying its right to receive
payment from Motorola prior to Purchaser making any such payment. In addition, in the
event Motorola separates one or more of its businesses (each a "Separated Business"),
whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a
"Separation l-vent"), Motorola may, without the prior written consent of the other party
and at no additional cost to Motorola, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the
extent applicable) following the Separation Event. Motorola shall provide Purchaser with
at least thirty (30) days written notice of any such assignment which constitutes a
Separation Event Such assignment will not relieve Motorola of its duties under this
Agreement
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped
if Licensee is a sovereign government entity or the internal substantive laws of the State of Illinois if
Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the
International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction
Act, any version of this Act or a substantially similar law (collectively "UCITA") becomes applicable to a
party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any
license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The
governing law will be that in effect prior to the applicability of UCITA.
13.5. THIRD PARTY BENEFICIARIES This Agreement is entered into solely for the benefit of
Motorola and Licensee. No third party has the right to make any claim or assert any right under this
Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing,
any licensor or supplier of third party software included in the Software will be a direct and intended third
party beneficiary of this Agi eement
13.6. SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.
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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 mattes of
this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter
13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and
the acquisition of third party Software to limit Security Vulnerabilities. While no software can be
guaranteed to be free from Security Vulnei abilities, if a Security Vulnerability is discovered, Motorola will
take the steps set forth in Section 6 of this Agreement
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Exhibit C
Technical and Implementation Documents
*Actual Proposal Document consisting of Motorola's August 12 2015 Proposal (Section 1
System Description, Section 2 Statement of Work, Section 3 Pricing, and Section 4 Terms
and Conditions).
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CITY. OF FORT WORTH AUGUST 12, 2015
MOTOROLA WAVE
W REL NE
INTEGRATION
PROJECT
QMOTOROLA
The design, technical, and cost information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such
information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any
mariner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. SYMBOL is a trademark owned by Symbol Technologies, Inc., which is a wholly owned subsidiary of Motorola
Solutions, Inc. All other trademarks are the property of their respective owners. 0 2012 Motorola Solutions, Inc. All rights reserved.
TABLE OF CONTENTS
Section 1
System Description 1-1
1.1 WAVE Interoperability 1-1
1.1.1 LMR Interface 1-1
1.2 WAVE GENERAL SYSTEM FEATURES AND CAPABILITIES 1-1
1.3 Connectivity Features and Capabilities 1-3
1.4 WAVE DESKTOP/DISPATCH & WEB/LYNC CLIENT FEATURES 1-3
1.5 PTT Use Cases and Customer Benefits 1-3
1.6 System Overview 1-4
1.6.1 Block Diagram 1-4
1.6.2 System Components 1 4
1.6.2.1 Included Equipment and Software 1-4
1.7 Design Assumptions 1-5
Section 2
Statement of Work 2-6
Project Overview 2-6
Contacts 2-6
Project Scope 2-7
Responsibilities 2-7
Twisted Pair Solutions 2-7
City of Ft. Worth 2-8
Acceptance Criteria 2-8
Appendix A — Hardware and Network Requirements 2-9
WAVE 5000 5.9 Minimum Requirements
Appendix B — WAVE Test and Acceptance Document 2-13
WAVE Test and Acceptance Approval
Section 3
Pricing 3-1
Section 4
Terms and Conditions 4-1
City of Fort Worth, TX
Motorola WAVE Intergration Project
Motorola Solutions
August 12, 2015
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
Table of Contents i
SECTION 1
SYSTEM DESCRIPTION
1.1 MOTOROLA WAVE INTEROPERABILITY
Motorola Solutions, Inc. (Motorola) is pleased to present to the City of Fort Worth, the Motorola WAVE
system that provides a secure high-performance voice (PTT) service that operates over commercial
4G/3G networks and Android/iOS devices, as well as desktop PCs. This service supports interactive
connection capabilities from those commercial devices running on a data network to Land Mobile Radio
(LMR) and Project 25 (P25) devices. Seamless communications and interoperability are mission-ci itical
requirements for LMR users and non-LMR users to maintain daily operations. Motorola's WAVE
solution also provides enhanced communications and interoperability between commercial 4G/3G device
users and P25 device users.
1.1.1 LMR Wireline Interface
The WAVE system supports a wireline interface with the Motorola's ASTRO® 25 network via the
Motorola IGSW Gateway. This supports direct access to up to 250 talk groups in the ASTRO P25 system.
Each talk group must be licensed to operate on the WAVE system.
1.2 WAVE GENERAL SYSTEM FEATURES AND CAPABILITIES
The WAVE solution comprises of an integrated server (Proxy/Media/Management applications) to
support PTT communication over commercially available iOS and Android Smartphone devices over The
City of Fort Worth's preferred choice of 3G/4G public carrier networks. Broadband users can make use of
following features:
• Individual Private Call (One -to -One): An individual private call can be made between two 4G/3G
commercial device users. The initiating PTT user selects an individual from the PTT contact list and
presses the PTT button.
• Talkgroup Call This represents a call to a group of PTT users associated and defined as part of the
talkgroup established in the Enterprise Management System. If a Project 25 network is interconnected
to the PTT Server the talkgroup call will include 4G/3G commercial device users and P25 radio
users.
• Late Call Entry: The 4G/3G commercial device user will join in -progress talkgroup calls if they
happen to miss the start of the call.
• Listen Only Talkgroups: Administrators can provision WAVE talkgroups with listen only
capability. This feature preserves P25 mission critical communications while maximizing the number
of broadband users that can listen in on important communications.
• PTT User Presence & Location: 4G/3G commercial device users will see the current presence &
location of their PTT contacts. User can also choose to map/locate talkgroup members.
• Enterprise Management Capabilities: The WAVE has the ability to integrate with Microsoft
Active Directory giving the administrator the ability to manage users and passwords from single
synchronized systems. This also provides the administrator the ability to create users groups, rolls,
and locations in Active Directory and deploy channel permissions based on these profiles.
• Profile and Channel Configuration - PC and mobile applications allow users to select their active
profile for the communications session from the profiles assigned to them by the system administrator
City of Fort Worth, TX August 12, 2015
Motorola WAVE Intergration Project Use or disclosure of this proposal is subject
to the restrictions on the cover page.
® Motorola Solutions 1-1
and to configure which channels are used for active communications. Users are able to easily select a
new profile in a just few seconds with a few clicks.
• Mobile Location - WAVE mobile clients are location -enabled so they can report and map the
location of the device for display to users on the system. The ability to report or not report location
and how often to update the reporting interval (e.g., seconds to minutes) is configurable by the user
and/or system administrator.
• Status, Presence and Location —WAVE can report the status and presence of users logged into the
system. For devices that are location -enabled, including GPS capable 2-way radios mobile handsets
and mobile computing devices, PC and mobile applications are able to display the location of users in
real time on maps. Overlays (roads, aerial view, traffic etc.) and pan/zoom functions should be
available for mapping applications.
• History - PC and mobile applications have the ability to report communications activity on channels,
including the name of the user and the duration of the communication.
• Private and Group Calls - Clients can support the ability to make private point-to-point and private
group PTT calls (analogous to a conference call)
• Instant Replay —WAVE desktop clients provide access to instant replay on any channel.
• Dynamic Updates - System provides the ability to push updates down to client endpoints including
over the air updates for clients running on wireless devices.
• Channel Configuration - WAVE supports the ability to configure and operate multiple channels,
where a channel can comprise a single device/user running on a single network or multiple
devices/users connected to different networks. Channels are configurable to include 2-way radios
running on private land mobile radio (LMR) networks, cellular devices connected to commercial
cellular networks running mobile clients, mobile computing devices that support PTT functionality
via mobile clients, PBX systems, PCs running unified communication systems, etc.
• Access to Legacy Systems - WAVE provides the ability to cost-effectively connect legacy radio and
telephony systems to provide interconnection, integration and interoperability with existing
infrastructure so that users can access and communicate with one another regardless of the device
they are using, their network connection and/or radio frequency, or their location. The system does
not require the replacement of legacy infrastructure to provide communication services.
• Data Messaging - WAVE provides the means, e.g., a control channel, to efficiently and securely
carry data messages throughout the network. Data messages can include status and presence
information, text messages GPS location coordinates from radios and mobile devices, timestamps,
system properties, etc.
• Security / Encryption - WAVE supports end -to -end encryption of all streaming audio across all
applications (PC mobile, telephony etc.) up to AES 256 without affecting audio quality AES is the
highest form of encryption available to the public sector and is the most coininonly used form of
encryption within the DOD and federal government space.
• Survivability - There is no single point of failure in the system. The system architecture allows the
system and all client applications to continue to function in the absence of centralized management
servers. The system continues to run for up to 30 days if endpoints are not able to connect to
management servers.
• Multicast / Unicast Support - System supports the use of a combination of unicast, multicast,
mixed -mode or federated unicast to overcome network bandwidth and technology limitations; system
should not require network -wide IP multicast solely and allows customers to choose TCP or UDP as
their transport method.
• Recording - System provides optional 24 X 7 recording for any selected channels including the
option to use VAD to preserve disc space
• Status and Presence - Endpoints on the system have the capability to report their status and presence
on channels.
• Continuity of Operations (COOP) - System includes the ability to support communications from a
remote back-up location using only a PC and network connection, including access to a browser -
based Management Server to allow administrative functions to be performed remotely.
August 12, 2015 Fort Worth, TX
Use or disclosure of this proposal is subject Motorola WAVE Intergration Project
to the restrictions on the cover page.
1.2 Motorola Solutions Q
•
•
Performance — System is capable of demonstrating clear voice communications (no garbled or
clipped audio) and satisfactory quality of service (QOS) with minimal Jitter and delay regardless of
the source of the audio even when suffering up to forty percent packet loss in tactical environments.
Scalability —WAVE is capable of supporting hundreds of groups on a single server and be
expandable to thousands of communication paths consisting of simultaneous users, and is able to
connect these users to any type of communications system across geographically dispersed networks.
1.3 CONNECTIVITY FEATURES AND CAPABILITIES
• Bandwidth Optimization — System is designed to minimize the WAN bandwidth required to carry
transmissions between multiple sites/systems; system should be able to use a single transmission
stream to carry audio and supporting data from one location to the other, even if multiple people are
speaking on the channel(s) at one time.
• IVR access to channel communication — Remote users have the optional ability to dial in remotely
and use an IVR menu to connect to a channel.
• IP PBX support — WAVE supports integration with IP PBXs from Cisco, Avaya and Asterisk.
• IP Telephony Support (H.323, SIP) — WAVE supports both H.323 and SIP signaling.
• Active Directory Integration — WAVE supports integration with Microsoft Active Directory.
1.4 WAVE DESKTOP/DISPATCH & WEB/LYNC CLIENT FEATURES
• WAVE Desktop and Dispatch PC based clients — The Desktop and Dispatch clients are PC based
clients that can run on any Windows box running XP or Vista 32-bit, as well as Windows 7/8 32 or
64-Bit. The clients will provide a PC based application that will allow the users to access and
communicate to the WAVE channels from their computer using the speakers and microphone on that
PC. The WAVE Dispatch and Desktop clients also give us the ability to transmit over several or all
channels with 1 PTT button if that function is allowed in the profile. The Dispatch ad Desktop clients
also have a 20-minute instant replay available to all channels The WAVE Dispatch and Desktop
clients are also capable of transmitting various alert tones out to the other WAVE clients and the
existing LMR systems. Those alert tones can be defined by The City of Fort Worth.
•
WAVE Web and Lync Clients provide access to the LMR system through a soft client not required to
be installed on the user's desktop. All recent browsers are support including Explorer, Firefox,
Chrome, and Safari. Lync versions 2010 and 2013 are supported with a Microsoft Silverlight client.
Features on these clients include LRM transmit/receive, presence, history and location mapping
1.5 PTT USE CASES AND CUSTOMER BENEFITS
• Extending Reach to radio users outside the coverage of the ASTRO 25 system, enabling Global
Broadband Connectivity, for example:
• A Police Chief stays in touch with home while traveling across country.
• An emergency management professional is capable of assisting / commanding incident response
from a remote location.
• Enhancing Choice for users who cannot or do not carry a radio, but still need occasional
interoperability with radio users, for example*
• A Volunteer Fire Fighter remains connected and ready to respond.
• A Detective / Undercover Agent meets a new informant without drawing attention.
• Increasing Productivity by enabling non -radio users to collaborate efficiently via secure PTT
communication, for example:
City of Fort Worth, TX August 12, 2015
Motorola WAVE Intergration Project Use or disclosure of this proposal is subject
to the restrictions on the cover page.
® Motorola Solutions 1-3
• A Civil Engineer warns local authorities that a levy is about to fail.
• A City Administrator contacts the building department about rezoning.
1.6 SYSTEM OVERVIEW
1.6.1 Block Diagram
Login/
Authentication
Voice Traffic
Management/
Control
Optional Features
Fortigate 100D
With IP NAT
Mobile
Communicator
Public Internet
i
i
i
i
i
1
41
WAVE Architecture
DMZ option
HP DL380 Server
Hosting hosting
3 virtual machines
� nneaia�
Virtual
Machine 1
IManagement
TCP 31329
TCP 8089
I WRG
Virtual
Machine 2
♦
TCP/UDP 5060
Vi ual
Machine 3
OpenSlPs
4
4
VMs 4-13
•
Private MC
Ethernet
Reversing
Cable
WAVE DMZ
1.6.2 System Components
Cryptrll
CryptR2
TCP 443, 903
TCP/UDP 902
TCP 25021
UDP 25022
TCP/UDP 389
UDP 5060
F�
J
WAVE Server
Management
i Communicator
Desktop/
Dispatch
Web
Communicator
Mobile
Communicator
Active Directory
ISGW
Fortigate 100D
With IP NAT
1
Astro25
System
Intranet
Motorola / Twisted Pair Solutions—22Ju1y2015//TerryBrachmanski
1.6.2.1 Included Equipment and Software
The following software components are included in this proposal.
WAVE Software Components
• One (1) WAVE Server License (will use existing City of Fort Worth license)
• Two (2) WAVE Communications Channels —No Radio
• Ten (10) WAVE Communications Channels with Radio Integration via ISGW
• Fifty (50) WAVE Mobile Communicator Licenses for Android/iOS
• Ten (10) WAVE Desktop Communicator Licenses
• Two (2) Dispatch Communicator
August 12, 2015
Use or disclosure of this proposal is subject
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1-4
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Motorola WAVE Intergration Project
Motorola Solutions €21
1.7 DESIGN ASSUMPTIONS
•
•
•
•
•
It is assumed that all sites will have adequate space and power for the new equipment and suitable
temperature control and lighting where work is to be pet formed or materials stored.
AC power and breakers are to be provided by the City of Fort Worth.
Installation of adequate AC receptacles in the Fixed Network Equipment Room within 6 feet (2
meters) of the proposed equipment is to be provided by The City of Fort Worth.
Ready access [within 50 feet (15 meters) of proposed Equipment locations] to a low resistance ground
at each location to be provided by The City of Fort Worth.
Relocation of existing equipment, sites, and/or paths is not included in this proposal.
The City of Fort Worth will provide site access and escort during normal work hours as required.
General site cleanup will be performed by Motorola on a daily basis with refuse placed in a City of
Fort Worth provided receptacle.
FULL EQUIPMENT LIST
Quantity MSI Part#
1 TT2775
1 TT2789
2 TT2776
10 TT2777
50 TT2782
10 TT2779
2 TT2781
1 SQMO1SUM0284
1 SQMO1SUM0227
1 CVN7053a
1 TT2820
1 TT1932
Description
WAVE Server License — Use existing CFW License
New WAVE System
WAVE Communications Group - No Radio
WAVE Communications Group - Radio
WAVE Mobile Communicator ( Android and iOS)
WAVE Desktop Communicator
WAVE Dispatch Communicator
WAVE Server - HP DL380/preloaded
ISGW SERVER
Astro 25 to WAVE 5000 WRG interface license
WAVE Radio Gateway Software
ISG 1000 FIREWALL
City of Fort Worth, TX
Motorola WAVE Intergration Project
® Motorola Solutions
August 12, 2015
Use or disclosure of this proposal is subject
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1-5
SECTION 2
STATEMENT OF WORK
This Statement of Work (SOW) details the requirements, tasks and responsibilities associated with a
WAVE 5000 installation at the City of Ft. Worth. The installation consists of one (1) WAVE 5000
Server Group (Management, Media, Proxy), ten (10) RF-attached Talk Groups using an ISGW/WRG
connection to the 7.14 Astro25 Core, two (2) Broadband WAVE channels, fifty (50) WAVE Mobile
Communicators, ten (10) WAVE Desktop Communicators and two (2) WAVE Advanced Desktop
Communicators.
The primary purpose of this project is to provide smartphone access to 10 RF talkgroups and 2
Broadband Only Talkgroups for both internal and local area agencies and to provide interoperability
among all groups. The intended purpose is to streamline communications among a number of local
agencies.
2.1 CONTACTS
Motorola will provide a WAVE Subject Matter Expert (SME) to assist City of Ft. Worth with the
successful install of the WAVE system. Throughout the duration of the project there will be one main
point of contact from each organization. This person will provide the necessary project management to
ensure the project stays on schedule and to resolve any issues or concerns.
i
TWISTED PAIR SOLUTIONS
Bob Baesmann Bob.baesmann@,motorolaso +1 972.978.8800
lutions.com
Terry terrv.brachmanski@a,motorol +1312.371.8258
Brachmanski asolutions.com
Mike Leghorn Mike.leghorn(imotorolasol +1 206.812.0746
utions.com
Trevlyn Pitner
City of Ft. Worth
+1
Motorola Solutions
trevlvn.nitneramotorolasol +1817.470.1155
utions.com
• "POC" is the primary contact for the organization
August 12, 2015
Use or disclosure of this proposal is subject
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- Business Contact, CC
- Consulting Engineer, CC
- Project Manager, POC
- Account Manager, CC
Fort Worth, TX
Motorola WAVE Intergration Project
Motorola Solutions Q
2-6
• "CC" denotes a role where the person is included on all major email communications and project
updates.
2.2 Project Scope
Survey / Assessment Review: A Motorola / Twisted Pair Solutions (TPS) engmeer will conduct a survey of the
customer's data center and radio environment to determine necessary physical and logical connectivity, security
requirements, and any other infrastructure required for a successful installation and deployment of the system
Planning: After the survey review, the Motorola / TPS engineer will finalize the WAVE design and coordinate
with the TPS Project Manager to develop the project plan for review by City of Ft. Worth for approval and/or to
bridge any gaps that have been uncovered durmg the assessment process. As a final step City of Ft. Worth and
Motorola / TPS will collaborate on schedule and scope during a project kickoff meeting and communicate the
project plan to all project core team members in preparation for the project start.
WAVF Install: The Motorola / TPS engineer will work with City of Ft. Worth primary technical POC at the Ft.
Worth TX data center in order to perform the following:
1 Install the WAVE Management Servers on appropriate VMs
2 Install the WAVE Media Server Software on appropriate VMs
3 Install the WAVE Proxy Server software on the appropriate VMs
4 Install WAVE WRG Server software on appropriate VM
5. Configure WAVE Users and WAVE Profiles to meet the customer demands
6. Configure WAVE Communication Groups and radio integration
7. Provide knowledge transfer to end user
8. Perform test of WAVE operation in accordance with Appendix B
9. Complete logical designs for submittal to customer
Project Close Out
At the conclusion of the successful test, a copy of the documentation and a Test and Acceptance
Document (Appendix B) including a Project Acceptance Statement will be provided to the customer for
signature thereby concluding the project.
2.3 RESPONSIBILITIES
2.3.1 MOTOROLA / TWISTED PAIR SOLUTIONS
Motorola / TPS will be responsible for the following items as part of this Statement of Work:
• Provide a subject matter expert to review the existing infrastructure and IT architecture and validate our
knowledge and assumptions
• Verify that the Server hardware and OS platforms are ready for the WAVE applications (reference
Appendix A)
• Install WAVE Management Server application appropriate VM of MSI provided DL380
• Install the WAVE database on the customer provided Management Servers
• Install WAVE Media Server on on Management server VM
• Install WAVE Proxy Server on on appropriate VM
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® Motorola Solutions 2-7
• Install WAVE Radio Gateway Server on appropriate VM
• Install up to (5) five WAVE Desktop and Dispatch Communicator Clients on customer provided PCs and
train the customer/partner how to install the rest
• Install up to (5) five WAVE Mobile Communicator clients on customer provided hardware and show the
customer/partner how to install the rest
• Confirm proper operation of the new WAVE version
• Update documentation with any changes made to the system
• Train end -users on the use of the applications and System Administrator on the management of the
WAVF System
• Perform functional test plan with the customer and/ or partner
2.3.2 CITY OF FORT WORTH
City of Ft. Worth will be responsible for the following items:
• Act as the point of contact for all the scheduling and coordination between City of Ft. Worth resources
that will assist with project
• Provide the necessary hardware and software required to support the project to include servers, radio's,
gateways switches, firewalis, and all required cabling including but hnuted to:
o ISGW Server for Astro25
o ISG1000 Firewall
o Astro25 to WAVE 5000 WRG interface License
• Connect all project related endpoints, e.g. servers, gateways, PCs, (new & old) using the proper cables,
mediums, standards, and protocols - before the SMEs arrival
• Ensure all required firewall port requests have been completed - before the SMEs arrival
• Provide guidance on radio and radio gateway programming to connect to WAVE
o This includes configuring the ISGW to see WAVE as a foreign system
• Complete the information survey provided by Motorola / TPS regarding status of addressing,
appliances, port access, cables, etc. to ensure site readiness
Install and configure the server, desktops, and network
• Provide physical and credential restricted access to all project related sites and endpoints for Motorola /
TPS SME
• Provide easy access to network, system, telephony, security resources that will/can assist with making
modifications in a timely manner
• Provide general radio engineering resources to assist with the audio tuning for mterfacmg the radios with
WAVE
• Provide Network Engineering, Network Security and System Administration resources to assist with IP
network and security related matters during the installation of WAVE
• Provide 1st level support for any questions or issues during the project
• Provide access to the WAVE Management Server as well as other components that make up the WAVE
system, i.e. WAVE Media Servers and LMR gateways
• Provide on -site technicians to assist with specific tasks as identified during the planning stage
• Provide contact information for all project stakeholders impacted by the project (network, security, LMR,
VoIP, etc.)
• Provide general access to resources that the Motorola / TPS SME needs while on -site
•
2.4 ACCEPTANCE CRITERIA
The success of the WAV Fi, installation will be determined by the successful completion of the WAVE
Test and Acceptance Document as described in Appendix B The project manager will submit this
document with the Project Acceptance statement upon conclusion of test for customer signature.
August 12, 2015
Use or disclosure of this proposal is subject
to the restrictions on the cover page.
2-8
Fort Worth, TX
Motorola WAVE Intergration Project
Motorola Solutions
APPENDIX A - HARDWARE AND NETWORK REQUIREMENTS
The following table identifies the minimum TPS certified requirements of WAVE 5 9 by component
WAVE 5000 5.9 MINIMUM REQUIREMENTS
Component
Management Server
Media Server
Small Media Server:
20 audio streams
Media Server
Large Media Server:
200 audio streams
O5:
CPU:
Memory:
Storage:
NIC:
.NET:
Web Server:
Web Client:
SQL:
Requirements
Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012 Standard / Data Center,
Windows Server 2012 Standard / Data Center
2GHz i5 or Xeon x-86 based processor
4GB RAM
12GB hard disk space
100Mbps
.NET Framework 3.5 SP1
Internet Information Services (IIS) 6 or higher
Microsoft Internet Explorer 9 or newer
Microsoft SQL 2008 Server R2 SP1,
(requires IIS resource kit tools)
or
Microsoft SQL 2008 R2 SP1 Express
(available and installed with WAVE)
OS: Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012
CPU:
Memory:
NIC:
2GHz i5 or Xeon x-86 based processor
2GB RAM
100Mbps
OS: Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012
CPU:
Intel i7 2GHz, Quad Core, Hyper -threading,
or
Intel Xeon, 3GHz Dual Processor, 8 Cores, Hyper -
threading
City of Fort Worth, TX
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2-9
Proxy Server
WAVE Radio Gateway
Desktop Communicator
Advanced Desktop
Memory: 8GB RAM
N IC: 1Gbps
OS: Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012
CPU: Intel i7 2GHz, Quad Core, Hyper -threading
Memory: 8GB RAM
N IC: 100Mbps
(for Single Server Configuration)
or
1Gbps
(for Multi -Server Configuration)
OS: Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012
CPU: 2GHz i5 or Xeon processor
Memory: 2GB RAM
N IC: 100Mbps
. NET: .NET Framework 3.5 SP1 and 4.5
(supplied by installer)
OS: Windows 8 / 8.1,
Windows 7 Enterprise 32bit or 64bit
CPU:
Memory:
Storage:
N IC:
. NET:
Peripherals:
Graphics:
1.6GHz x86 based processor
1GB RAM
100MB hard drive space
(See Microsoft for .NET hard drive space
requirements)
100Mbps
.NET Framework 3.5 SP1
Speakers and Microphone
3D Accelerated, GPU with DirectX 9.0 with 64MB
RAM
OS: Windows 8 / 8.1,
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Motorola WAVE Intergration Project
Motorola Solutions Q
Server
Communicator Windows 7 Enterprise 32bit or 64bit
CPU: 2GHz x86 based processor
Memory: 1GB RAM
Storage: 200MB hard drive space
N IC: 100Mbps
JAVA: JRE 1.8.0.45
Peripherals: Speakers and Microphone
Resolution: 1024x800
Mobile Communicator OS: Android: 4.1 or Newer
iOS 7.1.2 or Newer
Engine
OS: Windows
Windows 8 / 8.1,
Windows 7 Enterprise 32bit or 64bit,
Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012
Linux
Red Hat Enterprise Linux Server 5.2
CPU: 2GHz x86 based processor
Memory: 1GB RAM
Storage: 200MB hard drive space
N IC: 100Mbps
Peripherals: Speakers and Microphone
Supernode Monitor OS: Windows Server 2008 Enterprise R2 SP1 64bit,
Windows Server 2012
CPU: 2GHz x86 based processor
Memory: 512MB RAM
N IC: 100Mbps
Supernode Monitor OS: Windows 8 / 8.1,
Client Windows 7 Enterprise 32bit or 64bit
CPU: 2GHz x86 based processor
Memory: 1GB RAM
Storage: 200MB hard drive space
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to the restrictions on the cover page.
® Motorola Solutions 2-11
NIC: 100Mbps
Web Client: Microsoft Internet Explorer 9 or newer
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2-12 Motorola Solutions 40
APPENDIX B - WAVE TEST AND ACCEPTANCE DOCUMENT
The following scenarios will serve as a system level test plan to confiinu that the system is performing as
designed once the software has been installed and configured.
WAVE Management Server
• Ensure the WAVE Management Server is accessible from a web browser
• Pass
•
Fail
• hnsure the WAVE license applied successfully
• Pass
• Fail
• Create users and profiles
• Pass
• Fail
WAVE Media Server
• Ensure the WAVE Media Server has a status of `ok'
• Pass
• Fail
• Ensure the Channels have been configured properly
• Pass
• Fail
• Ensure the trunks or radio gateways have been configured properly
• Pass
• Fail
• Ensure IP telephony has been configured properly
• Pass
• Fail
• Ensure Supernodes has been configured properly
• Pass
• Fail
• Confirm port forwarding and network configurations
• Pass
• Fail
City of Fort Worth, TX August 12, 2015
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to the restrictions on the cover page.
® Motorola Solutions 2-13
WAVE Proxy Server
• Ensure the WAVE Proxy Server has a status of `ok'
• Pass
•
Fail
• Confirm port forwarding and network configurations
• Pass
• Fail
WAVE Radio Gateway Server
• Ensure the WAVE Radio Gateway Server has a status of `ok'
• Pass
•
Fail
• Confirm port forwarding and network configurations
• Pass
• Fail
WAVE Mobile Communicator
• Ensure Users are able to successfully log in with the WAVE Mobile Communicator
• Pass
• Fail
• Ensure users are able to access channels for which they have been granted permission
• Pass
• Fail
• Ensure users are able to have a two-way conversation with other WAVE endpoints
• Pass
• Fail
• Ensure users are able to have a two-way conversation with other radio endpoints
• Pass
• Fail
• Verify Status and Presence
• Pass
• Fail
WAVE Desktop Communicator
• Ensure Users are able to successfully log in with the WAVE Desktop Communicator
• Pass
• Fail
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Fort Worth, TX
Motorola WAVE Intergration Project
Motorola Solutions
• !insure users are able to access channels for which they have been granted permission
• Pass
• Fail
• Ensure users are able to have a two-way conversation with other WAVE endpoints
• Pass
• Fail
• Ensure users are able to have a two-way conversation with other radio endpoints
• Pass
• Fail
• Verify Status and Presence
• Pass
• Fail
• Verify Text Messaging between WAVE PC clients
• Pass
• Fail
WAVE Dispatch Communicator
• Ensure Users are able to successfully log in with the WAVE Dispatch Communicator
• Pass
• Fail
• Ensure users are able to access channels for which they have been granted permission
• Pass
Fail
• Ensure users are able to have a two-way conversation with other WAVE endpoints
• Pass
• Fail
• Ensure users are able to have a two-way conversation with other radio endpoints
• Pass
• Fail
• Verify Status and Presence
• Pass
• Fail
• Verify Text Messaging between WAVE PC clients
• Pass
• Fail
City of Fort Worth, TX August 12, 2015
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to the restrictions on the cover page.
0 Motorola Solutions 2-15
WAVE TEST AND ACCEPTANCE APPROVAL
City of Ft. Worth accepts implementation of WAVE by signing below.
Motorola Solutions
Signature:
Name.
Title:
Date:
City of Ft. Worth
Signature:
Name:
Title:
Date:
August 12, 2015
Use or disclosure of this proposal is subject
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2-16
Fort Worth, TX
Motorola WAVE Intergration Project
Motorola Solutions Q
SECTION 3
PRICING
Description
Price ($)
City of Fort Worth WAVE Wireline Integration Upgrade as
proposed, to include:
Upgrade current donor radio system to Core Wireline version
• Equipment & Software
• Services to include project management, system
integration & optimization
Total System Contract Price
$160,463
$63,862
$224,325.00
Motorola has priced the sites, services, software, and equipment in this proposal as an integrated
system. A reduction in Software or Equipment quantities, or sites or services, could affect the overall
Contract Price, including discounts if applicable.
*Pricing is based on current HGAC State Contract.
City of Fort Worth, TX August 12, 2015
Motorola WAVE Integration Project Price Page 3-1
SECTION 4
TERMS AND COND
N(k
1
TIONS
City of Fort Worth, TX August 12, 2015
Motorola WAVE Integration Project Terms & Conditions Page 4-1
Exhibit D
Motorola/H-GAC Radio Communications Equipment & Systems Agreement
Motorola Contract No.
1 System Purchase Agreement 8/12/2015
City of Fort Worth, TX WAVE Upgrade
Radio Communication/Emergency Response & Mobile Interoperability Equipment Page 1 of 5
A CONTRACT BETWEEN
HOUS'I'ON-GALVESTON AREA COUNCIL
Houston, Texas
AND
MOTOROLA SOLUTIONS, INC.
Fanners 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 Solutions, Inc.
hereinafter referred to as the CONTRACTOR, having its principal place of business at Park West C-2 1507 LBJ Freeway, Farmers
Branch Texas 75234.
ARTICLE 1: SCOPE OF SERVICES
The parties have entered into a Radio Communication/Emergency Response & Mobile Interoperability Equipment Contract to become
effective as of May 1, 2015, and to continue through April 30 2018 (the "Contract' ), subject to extension upon mutual agreement of the
CONTRACTOR and H-GAC. H-GAC enters into the Contract as Agent for participating governmental agencies each hereinafter
referred to as END USER, for the purchase of Radio Communication/Emergency Response & Mobile Interoperability Equipment
offered by the CONTRACTOR. The CONTRACTOR agrees to sell Radio Communication/Emergency Response & Mobile
Interoperabilitti Equipment through the H-GAC Contract to END USERS
ARTICLE 2: THE COMPLETE AGREEMENT
The Contract shall consist of the documents identified below in order of precedence:
1. The text of this Contract form, including but not limited to, Attachment A
2 General Terms and Conditions
3. Proposal Specifications No: RA05-I5, including any relevant suffixes
4. CONTRACTOR's Response to Proposal No: RAO5-15, including but not limited to, prices and options offered
All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the
complete agreement between the parties hereto. This Contract supersedes any and all or it 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 3: LEGAL AUTHORITY
CONTRACTOR and H-GAC warrant and represent to each other 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 the pasties to
the terms of this Contract and any subsequent amendments thereto.
ARTICLE 4: APPLICABLE LAWS
The parties agree to conduct all activities under this Contract in accordance with all applicable rules, regulations, directives, issuances,
ordinances, and laws in effect or promulgated during the term of this Contract.
ARTICLE 5: 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
CONTRACTOR No provision of this Contract or act of H-GAC in performance of this Contract shall be construed as making
CONTRACTOR the agent, servant or employee of H-GAC, the State of texas or the United States Government. Employees of
CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for
employee payrolls and claims arising therefrom.
ARTICLE 6: END USER AGREEMENTS
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR through this
Contract and that the term of said Agreement may exceed the term of the H-GAC Contract However this acknowledgement is not to be
construed as H-GAC's endorsement or approval o['the End Lser Agreement terms and conditions. CON 1 RACTOR agrees not to offer to,
agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC contract.
Further, termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into
between CONTRACTOR and any END USER which shall, in each instance, continue pursuant to their stated terns and duration. The only
effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END
USERS pursuant to this Contract. Applicable II -CAC order processing charges will be due and payable to H-GAC on any End User
H.\CONTRACTS \Radio Communication/Emergency Response & Mobile Tnteroperability Equipment\Motorola Solutions. Inc \RA0.5-15 19
Radio Communication/Enieruencv Response & Mobile Ilrteroperability Equipment Page 2 of 5
Agreements surviving termination of this Contract between II-GAC and CONTRACTOR .
ARTICLE 7: SUBCONTRACTS & ASSIGNMENTS
CONTRACTOR agrees not to subcontract, assign, transfer, convey, sublet or othem ise dispose of this Contract or any right, title, obligation or
interest it may have therein to any third party without prior written notice to H-GAC. H-GAC reserves the right to accept or reject any such
change CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or
assignment H-GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees.
ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS
CONTRACTOR shall maintain during the course of its work, complete and accurate records of items that are chargeable to END USER under
this Contract. H-GAC. through its staff or its designated public accounting firm, the State of Texas, or the United States Go% ernment shall have
the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide access to
records may be cause for termination of this Contract. CONTRACTOR shall maintain all records pertinent to this Contract tor a period of not
less than five (5) calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation, audit or claim has
been resolved. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained.
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 any transaction relating to the subcontract. To the extent allowed by law, nothing
contained herein shall authorize H-GAC and/or END USER to audit confidential information regarding product cost.
ARTICLE 9: REPORTING 14EOliIRb N!ENl'S
CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the Proposal
Specifications. if C ONTRACTOR tails to submit to H-CAC in a timely and satisfactory manner any such report or documentation, o-
otherwise fails to satisfactorily render performance hereunder, such failure may be considered cause for termination of this Contract.
ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE
if CONTRACTOR at any time during a contract period, routinely enters into agreements with other governmental customers withir 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 II-GAC CONTRACTOR 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 CONTRACTOR shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders put chased 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. It CONTRACTOR 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, CON1 RACTOR shall within ten (10)
business days notify H-GAC in writing, setting forth the detailed reasons CONTRACTOR 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 CONTRACTOR shall be automatically amended,
effective retroactively, to the effective date of the most favored agreement, to provide the same prices to H-GAC.
The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Contractor 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.5/1/15.
The Parties agree that the above MFC provision shall not apply to the sale of large communications systems (one mill ion dollars
($1,000,000.00) and above). The term "Communications System'' shall refer to a project that includes the sale of infrastructure hardware
and/or software, user devices, and Motorola engineering and installation service. The contract for a "Communication System" will always
have a Statement of Work and an Acceptance Test Plan.
The Parties accept the following definition of routine A prescribed, detailed course °faction to be.follotred regularly; a standard
procedure.
ARTICLE 11: SEVERABILI"I'Y
All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such determination shall not affect any
other term of this Contract, which shall continue in bill force and effect
El—TONrRAC"ES\Radio Communication/Emergency Response & Mobde Interoperability Equipment Motorola Solutions. tnc.\RAO5-15.19
Radio Commnnieation/Emergenev Response & Mobile Interonerability Equipment Pa2e 3 of 5
ARTICLE 12: DISPUTES
Any and all disputes concerning questions of fact or of law arising under this Contract, which are not disposed of by 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 CONTRACTOR
Fhc, 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, CONTRACTOR requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this
Article, 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. 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
CONTRAC TOR shall proceed diligently with the perfonnance of this Contract and in accordance with H-GAC'S final decision.
ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY
Except as specified in any separate writing between the CONTRACTOR and an END USER, CONTRACTOR's total liability under this
Contract, whether for breach of contract, warranty, negligence strict liability, in tort or otherwise, but excluding its obligation to indemnify
H-GAC described in Article 14, is limited to the price of the particular products/services sold hereunder, and CONTRACTOR agrees either to
refund the purchase price or to repair or replace product(s) that are not as warranted In no event will CONTRACTOR 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 use may be disclaimed by law. CONTRACTOR understands and agrees that a shall be liable to repay and shall repay upon demand to
END USER any amounts determined by H-GAC its independent auditors, or any agency of State or Federal goy eminent to have been paid in
violation of the terms of this Contract.
ARTICLE 14: LIMIT OF H-GAC'S LIABILITY AND INDEMNIFICATION OF H-GAC,
H-GAC's liability under this Contract, whether for breach of contract, warranty negligence strict liability, in tort or otherwise. is limited to its
order processing charge. in no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or
sa' ings or other incidental, special or consequential damages to the full extent such use may he disclaimed by law. Contractor agrees, to the
extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from
any and all claims, costs, expenses (including reasonable attorney fees), actions. causes of action, judgments, and liens arising as a result of
CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any
actual suit filed against CONTRACTOR relating to this Contract.
ARTICLE 15: TERMINATION FOR CAUSE
H-GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions of the
Contract; provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty (30)
days after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to
complete such correction. then I-I-GAC may, at its option, place CON' RAC FOR in default and the Contract shall terminate on the date
specified in such notice CON'I 12ACTOR shall pay to H-GAC: any order processing chatges due from CONTRACTOR on that portion of
the Contract actually performed by CON TRACTOR and for which compensation was received by CONTRACTOR.
ARTICLE 16: TERMINATION FOR CONVENIENCE.
Either H-GAC or CONTRACTOR may cancel or terminate this Contract at any time by giving thirty (30) days written notice to Ole other.
CONTRACTOR may he entitled to payment Ii-om END USER for services actually performed; to the extent said services are satisfactory
to END USER CONTRACTOR shall pay to I-I-GAC any order processing charges due from CONTRACTOR on that portion of the
Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR
ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS
CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set forth by
H-GAC, the State of Texas, and the acts and regulations of any funding entity. CONTRACTOR agrees to notify H-GAC of any suspected
fraud, abuse or other criminal acti ity related to this Contract through fit ing ofa written t epott promptly atter it becomes aware of such activity
ARTICLE 18: GOVERNING LAW & VENUE
This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in
connection with this Contact shall lie exclusively in Han is 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 19: PROCEDURAL STEPS ENU,MERATED FOR SALES TO END USERS
Ail Cooperative Purchasuig business will t e processed in accordance I,vith II-GAC's policies and procedures, at contracted pt ices, and
shalt include approved order processing charges.
END USER will access the Cooperative Purchasing Program through the H-GAC wehsite and /or by submission of any duly
4-1
HA( ON FRAC IS \Radio Communication/Emergency Response & Mobile Inleroperability Equipment\Motorola Solutions, Inc \RA05-15 19
Radio Communication/Emernencv Response & Mobile Interoperability Equipment Pape 4 of 5•
executed purchase order to a contractor having a valid contract with H-GAC and in a format acceptable to H-GAC
3. END USER will submit order(s) electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s)
directly to CONTRACTOR at contract prices, rnd also submit a copy to H-GAC.
4. The H-GAC CONTRACTOR will deliver products/services as specified b} 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 chatge.
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, CONTRAC TOR 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 Il-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
7. Failure to promptly remit LI-GAC's order processing charges may result in sanctions including, but not limited to, contract
termination,
8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER, according to the requirements of
the specifications, this Contract, and purchase order issued to CONTRACTOR by an END USER. All i equired equipment tests
shall be borne by CONTRACTOR.
9. CONTRACTOR shall promptly provide H-GAC and END USER with all information pertaining to delivery schedules
CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification for any
specific purchase order when requested.
10. All pi ices are F.O,B END USER'S location with all tr insportation 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 lnterlocal contracts with H-GAC.
ARTICLE 20: LIQUIDATED DAMAGES
Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is
placed
ARTICLE 21: PERFORMANCE BONDS FOR INDIVIDUAL ORDERS
Except as described below for fire apparatus, CONTRACTOR agrees to provide a Performance Bond at the request of END USER within
ten (10) days of receipt of END USER's purchase order.
It shall he standard procedure for every order received for fire apparatus that a Performance Bond in the amount ofthe order be provided to
the END USER. Failure of CONTRACTOR to provide such performance bond within ten (10) days of receipt of END USER's order
may constitute a total breach of contract and shall be cause foi cancellation of the order at END USER'S sole discretion. END USER may
choose to delete the requirement foi a Performance Bond at END USER's sole discretion. If the bond requirement is waived ENi) USER
shall be entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the bond.
ARTICLE 22: CHANGE OF' CONTRACTOR STATUS
CONTRACTOR shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor
Vehicle license status or name, and shall also advise whether or not this Contract shall be affected in any way by such change. H-GAC
shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and
including cancellation of Contract.
ARTICLE 23: LICENSING REQUIRED BY TEXAS VIO1 OR VEHICLE BOARD lir-APPL/CABLE/
CONTRACTOR will for the duration ofthis Contract maintain current licenses that are required by the Texas Motor Vehicle Commission
Code. if at any time during this Contract period, any CONTRACTOR'S license is not renewed, or is denied or revoked, CONTRACTOR
shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide
copies of all curieut applicable Texas Motor Vehicle Board documentation to H-GAC upon request.
II \CON (RACI•S\Radio Communieutionih•mergency Response & Mobile inleroperabihty Fquipment\Motorola Solutions, Inc \RA05-15 19
Radio Coatiop/Em', cy fl,
robllity iEnIn nellt Paste S of S
IN WITNESS WHEREOF, the parties have caused this Cookact to be executed by their duly authorized reprcaentotrves,
Signed Ibr Houston-Golvtxlnn
Arco Council, Houston, Texas:
Attest for noun nn.Calrreaten
Am Connell, Houston, Texas'
Signed for Motorola Solution', Inc.
Fornrors Broach, Tnu5;
Printed Horn; & Title: eCS A c ¢,r.
Dote:
lack Steele, Executive Dittcror
Datdro Vlck, Diteclaiiof Public Survicu3
Date: i . 20_
Attest far Motorola Solellone, Inc. C`-C.( t�{
Permets Branch, Taiats:
MSSs j Vtal
\\-- 0 201S
PrintodNnmo&Title: 1-61A-orCk Clntrcoe. sisssat V. ! .
3D
.20 1 5
I1 CONTRACTSfRedio Communieutionglintergeney Response di Mobile Tntuopembility EtitnisulMotorola Solution', roa,rRADS• 15,19
Product
Category
OA, OB, OC
Attachment A
Motorola Solutions, Inc.
Radio Communication/Emergency Response & Mobile Interoperability Equipment
Contract No.: RAO5-15
Description
Per the RFP Motorola has included an Electronics Catalogue (ECAT disk) on
a CD media in lien of listing each individual product and its options. In
addition, a discount APC sleet is attached in the pricing section and used to
calculate all individual prices within the ECAT disk.
OD Motorola Integration Services LMR
Motorola otters 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.
OD Project Management Daily Rate*
OD System Technologist Daily Rate*
OD Standard Shop Installation: Hourly Rate*
OD Standard Shop Installation: Daily Rate*
OD Mobile Radio Installation*
OD Radio Programming*
OD Data Installation*
*Prices may vary by Region and Stated Scope. Travel Not Included
OD Motorola Integration Services Advanced Services
Motorola offers wide range of services including Integration, Installation and
Training. 7 he cost of these services is regional in nature Samples below are
listed for reference only.
OD NG9-1-I Consulting Services -Daily Rate*
OD Security Protect/Program Management -Daily Rate*
OD Wireless Security Technician -Daily Rate*
OD Security Penetration Tester (Wired Network) -Daily Rate*
OD Secutriy Trainer -Daily Rate*
OD Application Security Code Reviewer -Daily Rate*
OD IT Incident Response and GDiscovery Assitance-Dailv Rate*
OD IT Disaster Recovery Planner -Daily Rate*
OD IT Disaster Recovery Plan Tester -Daily Rate*
OD Buisness Continuity/Continuity of Government Planner -Daily Rate*
OD Butsness Continuity/Continuity of Government Plan Tester -Daily Rate*
OD Mobile Application Services Project Management -Daily Rate*
OD Mobile Application Services Solution Architech-Daily Rate*
OD Mobile Application Services Application and Solution Design -Daily Rate*
Mobile Application Services Application and Solution implementation -Daily
Rate*
Application Integration and Customization Services Project Management -Daily
Rate*
Application Integration and Customization Services Solution Architech-Daily
Rate*
Application Integration and Customization Services Application and Solution
Design -Daily Rate*
Application Integration and Customization Services Application and Solution
Implementation -Drily Rate*
OD Unified Communications Services Protect Management -Daily Rate"
OD Unified Communications Services Solution Architech-Daily Rate*
OD Unified Communications Services Application and Solution Design -Daily Rate*
Unified Communications Services Application and Solution lmplementatron-
Daily Rate*
Page 1 of 6
OD
OD
OD
OD
OD
OD
Base Offered
Price
See APC
Discounts per
ECAT Pricebook
Effective
2/14/2015
1,818.00
$ 2,173.00
$ 150.00
14200.00
$180-$500
$55-$125
$I80-$428
$1,694
$1,694
$1,580
$1,580
$1.328
$2,033
$1,694
$1,580
$1.580
$1,580
$1,580
$565
$2,033
$2.033
$2.033
$1,694
$2,033
$2,033
$1,694
$1,694
$2,033
$2,033
$1,694
OD
OD
OD
OD
OD
OD
OD
Consulting Services Project Management -Daily Rate*
Consulting Services System Enwrneer-Daily Rate*
Consulting Services Solution Architech-Daily Rate*
Consulting Services Internet Protocol Network Accessment-Daily Rate*
Consulting Sums IP Network Design and Integration --Daily Rate*
Consulting Services TP Wide Area Network Backhaul Design and Integration -
Daily Rate*
Consulting Services Custoemr Network Interface Design and Integration -Daily
Rate*
$1,694
$1,694
$2,033
$2,033
$2.033
$2.033
$2.033
PC DISCOUNTS PER ECA T PR/CEBOOK
001 portable Radiophone (Portables)
020 C/-1D Equipment
039 CAD Equipment
068 CAD Equipment
232 CAL) Equipment
297 CAD Equipment
330 CAD Equipment
333 LAD Equipment
548 CAD Equipment
702 CAD Equipment
850 CAL) Equipment
879 CAD Equipment
981 CAD Equipment
040 Data Applications
041 Data Applications
041 Data Applications
153 Data Applications
343 Data Applications
670 Data Applications
766 Data Applications
177 Data Subscriber Devices
185 Data Subscriber Devices
736 Data Subscriber Devices
855 Data Subscriber Devices
006 Dispatch Service
768 Dispatch Service
118 Dispatch Solutions
124 Dispatch Solutions
129 Dispatch Solutions
147 -Dispatch Solutions
185 Dispatch Solutions
202 Dispatch Solutions
207 -Dispatch solutions
226 -Dispatch Solutions
228 Dispatch Solutions
229 Dispatch Solutions
261 Dispatch Solutions
322 Dispatch Solutions
404 Dispatch Solutions
415 -Dispatch solutions
443 Dispatch Solutions
454 'Dispatch Solutions
520 Dispatch Solutions
524 'Dispatch Solutions
660 Dispatch Solutions
706 Dispatch Solutions
708 Dispatch Solutions
729 Dispatch Solutions
20%
List
5%
10%
5%
5%
5%
10%
10%
List
List
List
List
15%
n %1 V / V
10%
15%
10%
List
List
15%
List
22%
10%
5%
List
10%
15%
20%
10%
List
15%
10%
15 °/a
30%
13.50%
5%
15%
20%
10%
20%
15%
10%
10%
10%
20%
17%
17%
Page 2 of 6
740 Dispatch Solutions
892 ;Dispatch Solutions
214' Fiked Data Products
275 Fixed Data Products
342 Fixed Data Products
382 Fixed Data Products
'403 Fixed Data Products
455 'ixe"d Data Products
469
499
708
222
329' .
381
20 . .
7
273
Fixed Data Products
Fixed"Data Products
Fixedtata'Products
_Fixed Network Equpment
Fixed Network Equipment
Fixed Network Equipment
FixedStation Accessories
Fixed Station Accessories
277 Fixed Sta'tion!Acc „
essories
457 Fixed Station Acc essories
515
524
525
856
207
005
112
225
,...
281.
301
360
377
417
424
425
448
474
509
512
537
590
595
643
675
680
II
744
811
881
015
075
224
800
832
882
904
906
910
947
901
902
903
Fixed Station Accessories
Fixed'StationAccessories"
Fixed Station Accessores
Fixed 'Station Accessories
Fixed Station Antenna "'Systems
FixedStations " '
Fixed stations ..
F ixed.Stations
Fixed Stations
Fixed Stations
Foxed Stations
Fixed Stations
-Fixed Stations
Fixed Stations
Fixed Stations
Fixed Stations
Fixed Stations
Fixed Stations „ „
'h'ixedStations
Fixed Stations
Fixed Stations
fixed Stations
Fixed' tations
Fixed Stations
Fixed Stations
Fixed Stations
Fixed Stations'
Fixed Stations-
' Fixed Wireless Broadband
Fixed Wireless Broadband
Fixed Vireless broadband
Fixed Wireless Broadband
Fixed Wireless Broadband
Fixed Wireless Broadband'
Fixed Wireless Broadband
Fixed Wireless Broadband
Fixed Wireless Broadband
Fixed Wireless Broadband
Lifecycle Services
Lifecycle Services
Lifecycle Services
15%
10%
10%°
10%
10%
10%
15%
15%
10%
10%
17%
15%0
10%
15%
10%
10%
20%
20%
20%
15%
15%
10%
20%
18%
10%
18.50%
20%
21.50%
17%
10%
15% .
15%'
20%
23%
21'.50% ...
23°l0
21.50%
21.50%
18%
15%
20%
21.50%
20%
'5%
15%
20%
List
15%
List
List
List
1
I
Page > of 6
904
905
051
052
053
054
055
056
057
058 ..
059
061
063
065
066 ... .
375 ' ..
708 .....
'984
'985
989'
823
983.
554
644
879
038
103
'109.
159
189
® 276
287
374
426
471
484
500
514
518..
527
571
585
652
655
656
,.,, .. 761...
775
'776 ,.
792
869
1 Lifecycle Services
Lifecycle Services
LTE
fE..
LTE
LTE
LIE ...
"LTE ,.. _„
'L_rE
LIE
L`FE
LIE
LTE
LTE
LTE
Maintenance"
Maintenance
' Mobile Access _.
oriel
'Mobile Accessories
' Mobile Applications Sottware
Mobile Stations ' '
(Mobile Stations
"'Mobile Stations
Mobile Stations
Mobile Stations
Mobile Stations
Mobile Stations
MobileStations
Mobile Stations
Mobile Stations
Mobile Stations
,Mobile
Stations
Mobile Stations
s
Mobile Stations
MobileStations
Mobile sfations
Mobile Stations' .,
Mobile Stations" '
!Mobile Stations
robile'Stations
Mobile Stations
Mobile Stations
-Mobile Stations
-Mobile Stations
Mobile'Stations
922 Mobile Stations
422 MOTOTRBO
475 . MOTOTRBO
516 MOTOTRBO
557 MOTOTRBO
563 MOTOTRBO
777 MOTOTRBO
131 Network Products
147 Network Products
I II
1„
List
List
10%
10%
1 O%
10%
10%
10%
10%
5%°
0%
10%
10%
10%
10%
List
17%
List
List
List
List
List
„15%„ „
15%
10%„„.
10%
26.50%
26.50%
20%
15%
25%
10%
15%
25%
25%
10%
25%
25%
25%
15%
25%
25%
25%
25%
25%
16.50%
20%
20%
20%
20%
10%
10%
10%
10%
10%
10%
10%
10%
Page 4ofh
207 Network Products
232 Network Products
708 Network Products
136 Pagers/Receiver
169 Pagers/Receiver"
452 PagersiRecever
361 Paging/Recievers
839 hPaging/Recievers
Paging/Recievers
-Paging/Rectevers
Portabie Radiophone (Portables)
Portable' Radioplions"(Portables)
Portable Radiophone'(Portabies)'
Portable Radiophone (Portables)'
Portable Radiophone (Portables)
Portable Radiophone (Portables)
Portable Radiophone (Portables)
t'ortable Radiophone '(Portables)'
Portable Radiophone (Portables)
187 Portable Radiophone (Portables'
Portable 'Radiophone' (Portables) '
Portable'Rad'ophone (Portables)
Portable Radiophone (Portables)
PortableRadiophone (Portables)
Portable !Radiophone' (Portables)
Portable Radiophone (Portables)
Portable Radiophone' (Portables)
Portable Radiophone (Portables)
Portable Radiophone (Portables)
Portable Radiophone (Portables)
P ortable Radiophone (Portables)
P ortable Radiophone (Portables)"
P ortable Radiophone (Portables)
P ortable Radiophone (Portables)
Portable Radio ho"' p ne'(Porfables)
Portable Radiophone (Portables)
Portable Radiophone (Portables)
'476 Portabl&Radiophone"(Portables)
Portable Radiophone (Portables)
940
941
004
008
018 ... .
019. .. ..
027....
037
087
158
185
481
483
505
205
271
291
.„
320...
332
362
372
402
407
414
426
430
442
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562 Portable'Radiophone (Portables)
070 " Portable Radiophone (Portables)
577 _.......
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619 Portable Radiophone (Portables)
655
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List
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Page 5 of 6
785 Portable Radiophone (Portables)
795 Portable Radiophone (Portables)
Portable Radiophone (Portables)
`Portable Radiophone (Portables)
841 Portable Radiophone (Portables)
883 Portable Radiophone (Portables)
798
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977 Portable Radiophone (Portables)
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g29 "Service/Maintenance
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„ 195 'Sottware'Upgrades/Fiasnport
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Page 6 of6
Exhibit E
Service Terms and Conditions
Motorola Solutions, Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby
agree as follows:
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either (1) maintenance, support and/or other services under a Motorola Service Agreement, or
(2) installation services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
2.1
"Agreement" means these Service Terms and Conditions, and the System Purchase Agreement to which
these Service Terms and Conditions are attached (the "Primary Agreement"). Ambiguities should be
resolved in accordance with Section 9 of the Primary Agreement.
2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.3 "Services" means those installation, maintenance, support, training, and other services described
in this Agreement.
Section 3 ACCEPTANCE
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of
this Agreement begins on the "Start Date' indicated in this Agreement.
Section 4 SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of
work or other document attached to this Agreement. At Customer's request, Motorola may also provide
additional services at Motorola's then applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be
used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine
service procedures that are prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system
as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the
applicable rates after the warranty for the additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is
added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial
and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged stolen or taken out of service. Customer's obligation to pay Service fees for
such Equipment will terminate at the end of the month in which Motorola receives the written notice.
4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments.
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for
any reason, Motorola may modify the scope of Services related to such Equipment; remove that
Equipment from the Agreement; or increase the price to Service such Equipment
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to
Customer's notification in a manner consistent with the level of Service purchased as indicated in this
Agreement.
Motorola Contract No. 1 System Purchase Agreement 8/12/2015
City of Fort Worth, TX WAVE Upgrade
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended and authorized manner; use not in compliance
with applicable industry standards* excessive wear and tear; or accident, liquids, power surges, neglect,
acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes ; upgrading or reprogramming
Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software, and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by such transmission medium.
Section 6 TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at
Customer s location, Customer will provide Motorola, at no charge, a non -hazardous work environment
with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of
liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer
will provide all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this
Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements, if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for
those charges and expenses.
S ection 7 CUSTOMER Contact
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that
will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to
enable Customer's personnel to maintain contact, as needed, with Motorola.
Section 8 PAYMENT
U nless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance
for each payment period. All other charges will be billed monthly and Customer must pay each invoice in
U .S. dollars within thirty (30) days of the invoice date
Section 9 WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and
workmanship for a period of ninety (90) days from the date the performance of the Services are
completed In the event of a breach of this warranty, Customer s sole remedy is to require Motorola to re -
perform the non -conforming Service or to refund, on a pro-rata basis, the fees paid for the non -conforming
Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 10 DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-
performing party a written and detailed notice of the default The non performing party will have thirty (30)
days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin
implementing the cure plan immediately after plan approval. If the non performing party fails to provide or
implement the cure plan then the injured party, in addition to any other rights available to it under law,
may immediately terminate this Agreement effective upon giving a written notice of termination to the
defaulting party
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred
pursuant to this Agreement, including payments which may be due and owing at the time of termination.
All sums owed by Customer to Motorola will become due and payable immediately upon termination of
Motorola Contract No. - 2 - System Purchase Agreement 8/12/2015
City of Fort Worth. TX WAVE Upgrade
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide
Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability whether for breach of contract, warranty,
n egligence strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law,
but not to exceed the price of twelve (12) months of Service provided under this Agreement ALTHOUGH
THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
OF USE, TIME, DATA GOOD WILL REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL INDIRECT OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO
THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated
by this Agreement may be brought more than four (4) years after the accrual of such cause of action,
except for money due upon an open account. This limitation of liability will survive the expiration or
termination of this Agreement and applies notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the
parties, whether wr tten or oral, related to the Services, and there are no agreements or representations
concerning the subject matter of this Agreement except for those expressed herein The Agreement may
n ot be amended or modified except by a written agreement signed by authorized representatives of both
parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either party be bound by any terms contained in a Customer purchase order, acknowledgement,
o r other writing unless. the purchase order, acknowledgement, or other writing specifically refers to this
Agreement; clearly indicate the intention of both parties to override and modify this Agreement and the
purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties.
S ection 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
RIGHTS
13.1. Any information or data in the form of specifications, drawings reprints, technical information or
otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed
proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may
n ot disclose, without Motorola's written permission or as required by law any confidential information or
data to any person, or use confidential information or data for any purpose other than performing its
o bligations under this Agreement. The obligations set forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, or otherwise determined under applicable law, no commercial,
financial or technical information disclosed in any manner or at any time by Customer to Motorola will be
deemed secret or confidential. Subject to Section 15 of the primary agreement, Motorola will have no
o bligation to provide Customer with access to its confidential and proprietary information, including cost
and pricing data.
13.3. This Agreement does not grant directly or by implication estoppel, or otherwise, any ownership
right or license under any Motorola patent, copyright, trade secret, or other intellectual property including
any intellectual property created as a result of or related to the Equipment sold or Services performed
u nder this Agreement.
S ection 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal
Communications Commission or any other federal, state, or local government agency and for complying
with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an
agent or representative of Customer in any governmental matters.
Motorola Contract No.
3 - System Purchase Agreement 8/12/2015
City of Fort Worth. TX WAVE Upgrade
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will
not hire, engage on contract, or solicit the employment of any employee of Motorola or its subcontractors
without the prior written authorization of Motorola. This provision applies only to those employees of
Motorola or its subcontractors who are responsible for rendering services under this Agreement.
Notwithstanding the foregoing, this provision shall not apply to an employee of Motorola who responds to a
general solicitation of advertisement of Purchaser. If this provision is found to be overly broad under
applicable law, it shall be modified as necessary to conform to such law.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will
safeguard all such property while it is in Customer's custody or control be liable for any loss or damage to
this property unless such loss or damage is caused by Motorola, and return it to Motorola upon request.
This property will be held by Customer for Motorola's use without charge and may be removed from
Customer's premises by Motorola at any time without restriction
Section 17 GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will
continue in full force and effect.
17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in
accordance with the laws of the State of Texas.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond
that party s reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its
performance, under this Agreement. Motorola may assign its rights or subcontract its obligations under
this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of
Licensee. However, in the event Motorola assigns its right to receive payment to one of its affiliates
hereunder Motorola shall provide Purchaser with at least thirty (30) days written notice of any such
assignment and Purchaser shall be authorized to request and entitled to receive a sworn affidavit from
the affiliate verifying its right to receive payment from Motorola prior to Purchaser making any such
payment. In addition, in the event Motorola separates one or more of its businesses (each a "Separated
Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a
'Separation Event"), Motorola may, without the prior written consent of the other party and at no additional
cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its
affiliates (and Motorola and its affiliates to the extent applicable) following the Separation Event. Motorola
shall provide Purchaser with at least thirty (30) days written notice of any such assignment which
constitutes a Separation Event. Such assignment will not relieve Motorola of its duties under this
Agreement.
17.6. Upon customer's request, If Motorola provides Services after the termination or expiration of
this Agreement, the terms and conditions in effect at the time of the termination or expiration will
apply to those Services and, if such services are approved, Customer agrees to pay for those
services on a time and materials basis at Motorola's then effective hourly rates.
Motorola Contract No.
4 - System Purchase Agreement 8/12/2015
City of Fort Worth, TX WAVE Upgrade
M&C Review
Page 1 of 2
UNCIL
ENDA
Official site of the City of Fort Worth Texas
FORT WORTH
COUNCIL ACTION: Approved on 12/15/2015 - Ordinance No. 22007-12-2015
DATE 12/15/2015 REFERENCE C-27566
NO.:
CODE:
SUBJECT:
C TYPE:
NON -
LOG NAME:
PUBLIC
CONSENT HEARING:
Authonze Execution of Two Agreements with Motorola Solutions Inc., for Enhancements
to the Public Safety Radio Communications System in the Combined Amount Not to
Exceed $1,138,208.00, Authorize Acceptance of Reimbursement Funds from Tarrant
County 9-1-1 District in the Amount of $1,138,208.00 and Adopt Appropriation Ordinance
(ALL COUNCIL DISTRICTS)
04MOTOROLA PUBLIC SAFETY
RADIO COMMUNICATIONS
ENHANCEMENTS
NO
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the execution of an Agreement with Motorola Solutions, Inc., for reprogramming of the existing
microwave link and installation of a new microwave link to connect the City of Fort Worth and City of Irving
radio system cores, in an amount not to exceed $913,883.00;
2. Authorize the execution of an Agreement with Motorola Solutions, Inc. for the purchase of WAVE
technology to allow smart phones to emulate P25 radios in an amount not to exceed $224,325.00;
3. Authorize the acceptance of an award from the Tarrant County 9-1-1 District Radio Interoperability
Assistance Program for reimbursement of project costs to improve the capabilities and redundancy of the
Public Safety Radio Communications System, in the amount of $1,138,208 00; and
4. Adopt the attached appropriation ordinance increasing estimated receipts and appropriations in the
Information Systems Capital Projects Fund in the amount of $1,138 208.00.
DISCUSSION:
The Tarrant County 9-1-1 District Board of Managers on September 21, 2015 approved the Tarrant County
9-1-1 District Radio Interoperability Assistance Program reimbursing several projects to improve the
capabilities and redundancy of the Public Safety Radio Communications System. These
include: reprogramming of the existing microwave link, installation of a new microwave link to connect the
Fort Worth and Irving cores and the purchase of WAVE technology to allow smart phones to emulate P25
radios. These projects will improve the redundancy of the Public Safety Radio System by allowing failover
of critical components between the City of Fort Worth and City of Irving systems. Additionally,
interoperability and usability will increase by being able to leverage smart phones on the system.
Due to the regional nature of these improvements, Tarrant County 9-1-1 District Board of Managers has
approved fully reimbursing the City of Fort Worth for the projects
Staff will submit requests for reimbursement as work phases are completed. Staff expects all work to be
fully complete and reimbursed by August 31, 2016.
Financial Summary
Reprogramming Microwave Link I $ 454,673.00
http://apps.cfwnet.org/council_packet/mc review.asp?ID=21807&councildate=12/15/2015 12/30/2015
M&C Review Page 2 of 2
New Microwave Link Installation $ 459,210.00
WAVE Technology Purchase $ 224,325.00
Total Expenditure $
1,138,208.00
Project Funding Table:
Fund
Information Systems
Capital Projects
Fund
Anticipated TC Encumbrances and Remaining
- 911 Projected Balance
Reimbursement Expenditures
$1,138,208.00 $1,138,208.00 $0.00
M/WBE OFFICE: A waiver of the goal for MBE/SBE subcontracting requirements was requested by the
Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the
purchase of goods or services from source(s) where subcontracting or supplier opportunities are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached appropriation ordinance, funds will be available in the current capital budget of
the Information System Capital Project Fund. The Information Technology Department has the
responsibility to submit expenses and collect funds from Tarrant County 9-1-1.
TO
Fund
0-4) 60106
Department Account Project
ID ID
46020 4371003 100057
FROM
Fund Department
ID
1-2) 60106 46020
Account
Program
Project Program
ID
100057
Activity
Activity
Budget
Year
2016
Budget
Year
2016
Submitted for City Manager's Office bv: Susan Alanis (8180)
Originating Department Head: Kevin Gunn (2015)
Additional Information Contact:
Alan Girton (8484)
Ron Burke (2655)
ATTACHMENTS
04MOTOROLA PSRC ENHANCEMENTS A016 60106.docx
Reference #
(Chartfield 2)
Reference #
(Chartfield 2)
Amount
$1,138,208.00
Amount
$1,138,208 00
http://apps.cfwnet.org/council packet/mc review.asp?ID=21807&councildate=12/15/2015 12/30/2015
CITY OF FORT WORTH AUGUST 12, 2015
MOTOROLA WAVE
W REL NE
INTEGRATION
PROJECT
QMOTOROLA
The design, technical, and cost information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such
information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any
manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,
LLC and are used under license. SYMBOL is a trademark owned by Symbol Technologies, Inc., which is a wholly owned subsidiary of Motorola
Solutions, Inc. All other trademarks are the property of their respective owners. 0 2012 Motorola Solutions, Inc. All rights reserved.
NIotorola Solutions. Inc.
1517 LW Frcewas. Suite 700
ranuars Branch. TX. 75234
t lSn
August 12, 2015
Alan Girton, Senior Manager
IT Security / Communications
City of Fort Worth
1515-11mAve
Fort Worth, TX 76102
Dear Mr. Girton:
Motorola Solutions, Inc. ( `Motorola") is pleased to have the opportunity to provide the City of Fort
Worth ("Fort Worth' ) with quality communications equipment and services. The Motorola project
team has taken great care to propose a solution to address your needs and provide exceptional
value.
To address the City's needs, Motorola's solution includes a combination of hardware, software,
and implementation services to upgrade and enhance the Fort Worth regional radio system for all
member cities that are now, or will be directly connected to the system. This enhancement will
provide the WAVE Wireline Integration to the existing Fort Worth P25 Core. Specifically, the
proposed solution will*
® Provide and install new WAVE 5000 Wireline Broadband Push -to -Talk solution to
the Fort Worth P25 Core and Regional Radio Network.
This proposal is subject to the terms and conditions of the Houston Galveston Area Council ("H-
GAC") Contract (contract number RA 05-15) and the enclosed System Purchase Agreement
("SPA"), or a negotiated version thereof, and is valid until December 31, 2015. Motorola would
be pleased to address any concerns Fort Worth may have regarding the proposal. Any questions
can be directed to your Motorola Account Executive Trevlyn Pitner at (817) 470-1155
We thank you for the opportunity to furnish the City of Fort Worth with our solution and we hope
to strengthen our relationship by implementing this project. Our goal is to provide you with the
best products and services available in the communications industry.
Sincerely,
Motorola Solutions, Inc
Jake Price
Motorola Solutions Area Sales Manager