HomeMy WebLinkAboutContract 41209CITY SECRETARY g \'"" '\
CONTRACT NO. o-~ -
City of Fort Worth, Texas
Convention Center
BDA Project
Signed Original
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CITY SECRETARY ti \a ,._0 CONTRACT NO ._..;.._ \_v_1-___ 1 _
SYSTEM PURCHASE AGREEMENT
THIS AGREEMENT ("Agreement"), is made and entered into this 1 ~h day of hL_, by and
between Motorola Inc., a Delaware corporation duly authorized to conduct business in the State
of Texas ("Motorola" or "Seller"), and the City of Fort Worth, a municipal corporation organized
under the laws of the state of Texas ("Purchaser" or "City").
WITNESSETH:
WHEREAS, the Purchaser desires to purchase a Communications System; and
WHEREAS, Motorola desires to sell a Communications System to Purchaser; and
WHEREAS, H-GAC, acting as the agent for various local governmental entities who are "End
Users" under interlocal agreements (including the Purchaser) has solicited quotations for radio
communications equipment and conducted discussions with Motorola concerning its proposal
and, where applicable, in accordance with the competitive procurement procedures of Texas law;
and
WHEREAS, H-GAC and Motorola entered into that certain Radio Communications Equipment
& Systems Agreement dated as of January 1, 2008 (the "Contract"), which provided that End
Users may purchase radio communications equipment from Motorola pursuant to certain terms
contained therein; and
WHEREAS, pursuant to Article 34 of the Contract, Purchaser, Motorola and Purchaser now wish
to enter into this System Purchase Agreement to delineate the specific terms of the purchase of
radio communications equipment from Motorola by the Purchaser.
THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall
perform the work and furnish the equipment and services as more fully set forth herein and in the
following exhibits, which are either attached hereto or incorporated by reference and hereby
made a part of this Agreement:
General Provisions.
Motorola Software License Agreement.
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Motorola's Statement of Work, System Description and Acceptance Test Plan.
Motorola/H-GAC Radio Communications Equipment & Systems Agreement
dated January 1, 2008.
NOW, THEREFORE, for and in consideration of the mutual promises a
herein, the parties agree as follows:
City of Fort Worth Motorola
Convention Center BOA Project
Page I of26
-I -
covenan s con ame
OFFICIAL RECORD
CITY SECRETARY
FT. "NORTH, TX
Ste · Pttrelfflse,,A,gm .
Section 1 SCOPE OF WORK
A. Motorola shall furnish all of the equipment as outlined in Exhibit C and provide the tools,
supplies, labor and supervision necessary for the installation of the items purchased in
accordance with Exhibit C.
B. In addition to responsibilities described in the Statement of Work, Purchaser shall
perform the following coincident with the performance of this Agreement:
(1) Provide a designated Project Director.
(2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola
and have such facilities available for installation of the equipment to be installed.
(3) Provide adequate telephone lines (including modem access and adequate interfacing
networking capabilities) for the installation and operation of the equipment.
( 4) Provide adequate AC Power at 117 V AC + 10%, 60 Hz for the installation and operation
of the equipment.
(5) Provide a designated work area with adequate heat and light, and a secure storage area for
equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to
equipment prior to, during and following installation when such equipment is on or within
Purchaser's facilities and/or vehicles.
Section 2 SITES
This Agreement is predicated on the utilization of sites and site configurations, which have been
selected either by the Purchaser or by Motorola as contained in the Motorola proposal. In either
situation, should it be determined by either Motorola or Purchaser during the course of
performance on this Agreement that the sites or configuration selected are no longer available or
desired, new or replacement sites or configuration will be selected and approved by both
Motorola and the Purchaser. If any price adjustments are necessary as a result of these new or
replacement sites, such price adjustments will be added to this Agreement by change order in
accordance with Section 4 of the General Provisions.
Section 3
Deleted
Section 4
SUBSURFACE/STRUCTURAL CONDITIONS
PERIOD OF PERFORMANCE
A. Motorola projects that it will be able to obtain final acceptance and completion of the
Acceptance Test Plan within thirty (30) business days after the contract is signed by all parties
and Notice to Proceed is issued by the Purchaser's Project Manager in accordance with Exhibit
A, Section 8. A more detailed timeline shall be provided to Purch aser after the design review and
customer kick-off meeting .
City of Fort Worth Motorola
Convention Center BOA Project
Page 2 of 26
-2 -System Purchase Agmt.
B. Whenever Motorola knows or reasonably should know that any actual or potential
condition due to circumstances beyond its control is delaying or threatens to delay the timely
performance of the work, Motorola shall within thirty (30) days give Purchaser notice thereof and
may request an extension of time to perform the work . An extension shall only be granted upon
written agreement of both parties. If such extension will increase the cost of the Agreement by
more than $25,000, then a change order must be approved by Purchaser's City Council.
C. All equipment and materials necessary for this project shall be shipped directly to and
received by Motorola or its designated subcontractor at Motorola's expense. No materials or
equipment shall be shipped to or directly received by the Purchaser at any of its facilities or
properties . Purchaser shall not be responsible or liable for any loss or damages for any materials
or equipment inadvertently shipped to or received at any of the Purchaser's facilities or
properties. Motorola shall bear risk of loss of all equipment or materials until Notice to Proceed
is issued by the Purchaser's Project Manager and the equipment and/or materials are delivered to
the Purchaser's facility by Motorola or its designated subcontractor for the sole purpose of
immediate installation.
Section 5 ACCEPTANCE CRITERIA
A. Motorola will test the Communications System in accordance with the Acceptance Test
Plan. System acceptance will occur upon the successful completion of such testing ("System
Acceptance") at which time both parties shall promptly execute a certificate of system
acceptance . If the Acceptance Test Plan includes separate tests for individual subsystems, both
parties shall promptly execute certificates of subsystem acceptance upon the successful
completion of testing of such subsystems. Minor omissions or variances in performance which
do not materially affect the operation of the Communications System as a whole will not
postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such
omissions and variances which Motorola will correct according to an agreed upon schedule.
B. Motorola agrees to notify Purchaser when the Communications System is ready for
acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten
(10) business days after receiving such notification . If testing is delayed for reasons within the
control of Purchaser or its employees, contractors, agents or consultants for more than ten (10)
business days after notification , final payment will be due within thirty (30) days after such
notification and the Warranty Period will commence immediately.
C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the
Communications System or its subsystem(s) for limited training or testing purposes, prior to the
completion of testing by Motorola. Any use of the Communications System without prior written
authorization by Motorola shall constitute System Acceptance.
Section 6 PAYMENT SCHEDULE
A. Motorola agrees to sell all of the equipment and perform the services as outlined in the
Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for an
City o f Fort W orth Motorol a
Convention Ce nter BOA Project
P age 3 of26
-3 -System Purchase Ag mt.
amount not to exceed$ 160,354_, which includes any H-GAC administration fees related to this
Agreement. The final price may be adjusted by change orders approved pursuant to Statement of
Work attached hereto as Exhibit "C".
B . Payments to Motorola shall be made according to the following milestones:
1. 30 % of the total contract price is due when Purchaser executes this Agreement;
2. 70 % of the total contract price will be invoiced immediately after System Acceptance.
C. Payment of H-GAC's administrative fee:
Motorola will pay H-GAC in accordance with the payment terms of Contract No . RAOl-
08 .
F . TERM. Unles s terminated in accordance with other provisions of this Agreement or
extended by mutual agreement of the Parties , the term of thi s Agreement begin s on the last date
executed by all parties and continues until one year after the date of Final Project Acceptance or
expiration of the Warranty Period, whichever occurs last.
Section 7 PROJECT MANAGEMENT
A. If the size or complexity of the project warrants, Motorola will assign a Project Manager,
who is authorized to exercise technical direction of this project. Motorola, at any time, may
designate a new or alternate Project Manager who se qualification s are acceptable to the
Purchaser with written notice to Purchaser and H-GAC .
B. All matters affecting the terms of thi s Agreement or the administration thereof shall be
referred to Motorola's Contract Admini strator who shall have authority to negotiate change s in or
amendments to thi s Agreement. However , no change s to this Agreement shall be finally
approved unle ss agreed to in writing in accordance with the term s of this Agreement and signed
by an authorized repre sentative of each party.
Section 8 NOTICE ADDRESSES
A. Motorola , Inc .
6450 Sequence Drive
San Diego, Ca 92121
Attn.: Law Department
B. City of Fort Worth
IT Solution s Department
1000 Throckmorton Street
Fort Worth , Tex as 76102
With copy to the City Attorney
City of Fort Worth M otoro la
Co nve nti on Ce nter BOA Proj ect
Page 4 of26
-4 -Sys te m Pu rc hase Ag mt.
1000 Throckmorton Street
Fort Worth, Texas 76102
C. Houston-Galveston Area Council
3555 Timmons Lane, Suite 500
Houston, Texas 77027
Attn.: Public Services Manager
Section 9 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the
following order:
General Provisions.
Motorola Software License.
Exhibit A
Exhibit B
Exhibit C Motorola's Statement of Work, System Description, and Acceptance Test Plan .
Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement
dated J anuary 1, 2008.
Section 10 DISPUTES
Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this
Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation .
If those attempts fail, then the dispute may be mediated by a mutually acceptable mediator to be
chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the
parties demanding non-binding mediation. If the parties agree to mediation, neither party may
unreasonably withhold consent to the selection of a mediator, and Motorola and the Purchaser
will share the cost of the mediation equally; however, each party shall be liable for its own
expenses. By mutual agreement, however, Motorola and Purchaser may postpone mediation
until both parties have completed some agreed upon, but limited discovery about the dispute.
The parties may also agree to replace mediation with some other form of non-binding alternate
dispute resolution procedure ("ADR "). Any dispute resolution proceedings, including mediation,
shall be held in Tarrant County, Texas.
Any dispute which cannot be resolved between the parties through negotiation or mediation
within sixty (60) days of the date of the initial demand for it by one of the parties may then be
submitted to a court of competent jurisdiction in Texas. Both Motorola and Purchaser consent to
jurisdiction over it by such a court. The use of any ADR procedures will not be considered under
the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing
shall prevent either of the parties from resorting to the judicial proceedings mentioned in this
paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures
City of Fort Worth Motorola
Convention Center BDA Project
Page 5 of26
-5 -System Purchase Agmt.
have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and
irreparable injury to one of the parties or others.
Section 11 SEVERABILITY
If any portion of this Agreement or any exhibits hereto are held to be invalid, such provision or
portion of such provi sion shall be considered severable, and the remainder of this Agreement
shall not be affected.
Section 12 HEADINGS AND SECTION REFERENCES
The heading s given to the paragraphs are inserted for convenience only and are in no way to be
construed as part of this Agreement or as a limitation of the scope of the particular paragraph to
which the heading refers.
Section 13 FULL AGREEMENT
This Agreement and its Exhibits constitute the final expression of the agreement of the parties
and superse de s all previous agreements and understandings , whether written or oral, relating to
the work. This Agreement may not be altered, amended, or modified except by written
instrument signe d by duly authorized representatives of the parties.
Section 14 RIGHT TO AUDIT
Motorola agrees that Purcha ser 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. Purcha ser may send a representative to a Motorola facility during normal business
hours to conduct such limited review, or at Purchaser's request Motorola will provide copies of
the specific documents to Purchaser's location for its review. Motorola books and records
provided to Purchaser pursuant to this provision shall not be used, duplicated or disclosed to any
other third party without the express written permission of Motorola, unless required by law. In
no circumstances will Motorola be required to create or maintain documents not kept in the
ordinary course of Motorola's business operations, nor will Motorola be required to disclose any
information, including but not limited to product cost data, which it considers confidential or
proprietary to Motorola. Motorola agrees that Purchaser shall have access during normal
working hours to all necessary Motorola facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section.
Purchaser shall give Motorola reasonable advance notice of intended audits.
(a) Motorola further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that Purchaser shall, until the expiration of
three (3) years after final payment under the subcontract, have access to and the right to examine
and photocopy any directly pertinent books, documents , papers and records of such
subcontractor, subject to the provisions of the paragraph above, involving transactions to the
subcontract, and further, that Purchaser shall have access during normal working hours to all
subcontractor facilities, and shall be provided adequate and appropriate workspace, in order to
City of Fort Worth Motorol a
Convention Center BDA Project
Page 6 of 26
-6 -System Purchase Ag mt.
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.
City o f Fort Wo rth Motorol a
Conventi on Center BOA Proj ec t
Page 7 of 26
[Signature Page to Follow]
-7 -Sy ste m Purchase Ag mt.
IN WITNESS WHEREOF, the parties have cau sed thi s Agreement to be executed by their duly
authorized representative s as ft last day and year written below.
Name : __ G J,.c_~_..,,___,1_r_\,,()J_~ 1~--
(P ri nt -Bl ock Letters)
Title: --------------
(Print -Bl oc k Lette rs)
Date: J) )JB }; O --~,~-,--------
CONTRACT AUTHORIZATION:
M&C: C,-~4 5~LR
Date Approved: / J // LP J l D I
City of Fo rt Wort h Mo toro la
Co n ve ntio n Center BOA Projec t
Page 8 of 26
- 8 -
CITY OF FORT WORTH
Name: Karen L. Montgomery
Title : A ss i stant City Manager
Date: /J ... /::>--// 0 --+-, ~~----------
Ass i stant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
System Purchase Agmt.
Section 1
EXHIBIT A
GENERAL PROVISIONS
MOTOROLA, INC.
STANDARDS OF WORK
Motorola agrees that the performance of work described in this Agreement and pursuant
to this Agreement shall be done in a professional manner and shall conform to
professional standards within the industry. All packaging and packing shall be in
accordance with good commercial practice.
Section 2 TAXES
Purchaser is a tax exempt entity and shall not be liable for any taxes pursuant to this
Agreement.
Section 3 SHIPPING, TITLE AND RISK OF LOSS
Title to the equipment shall pass to the Purchaser upon delivery to Purchaser's designated
site following issuance of Notice to Proceed by Purchaser's Project Manager. Risk of loss
and damage to all equipment and materials shall be borne by the Seller until such delivery
as set forth above. The above notwithstanding, title to software and any third party
supplied software shall not pass upon payment of the license fee therefor or under any
circumstances.
Section 4 CHANGES IN THE WORK
A. The Purchaser may, at any time, by written order, make changes within the
general scope of the work, including but not limited to revisions of, or additions to,
portions of the work, or changes in method of shipment or packaging and place of
delivery.
B. If any order under this Section 4 causes an increase or decrease in the cost of or
time required for the performance of any part of the work under this Agreement, an
equitable adjustment shall be made in the Agreement price or delivery schedule, or both,
and the Agreement shall be modified in writing accordingly. Motorola is not obligated to
comply with any order hereunder unless and until the parties reach agreement as to the
aforementioned equitable adjustment and same is reflected as an addendum to this
Agreement.
Section 5 LIMITATION OF LIABILITY
Except for personal injury or death , or damage to tangible property caused by Motorola,
Motorola's total liability whether for breach of contract, warranty, negligence,
indemnification, strict liability in tort or otherwise, is limited t · · ular
products or services sold hereunder with respect to which loss ed.
CITY SECRETARY
-1 -fT. WORTH, TX S stem Purchase Agmt
Purchaser's sole remedy is to request Motorola at Motorola's option to either refund the
purchase price, repair or replace product(s) that are not as warranted. IN NO EVENT
WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME,
INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SA VIN GS OR
OTHER INCIDENT AL, SPECIAL, OR CONSEQUENTIAL DAMAGES TO THE
FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. No action shall be brought
for any breach of this contract more than four ( 4) years after the accrual of such cause of
action except for money due upon an open account.
Section 6 EXCUSABLE DELAYS
A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of
performance resulting from acts beyond the reasonable control of the party or parties .
Such acts shall include, but are not be limited to, acts of God; fire; strikes; material
shortages; compliance with laws or regulations; riots; acts of war; or any other conditions
beyond the reasonable control of the party or parties.
B . Delays as identified herein may cause an impact on the Period of Performance
stated in the Agreement. Such delays will be subject to an Agreement addendum as
described in Section 4 .
Section 7 DEFAULT
A. If Motorola is wholly responsible for failure to make delivery or complete
installation under the Agreement, the Purchaser may consider Motorola to be in default,
unless such failure has been caused by the conditions set forth in Section 6 of these
General Provisions.
B . The Purchaser shall give Motorola written notice of such default and Motorola
shall have thirty (30) days to provide a plan of action to cure the default. If Motorola fails
to cure the default, the Purchaser may terminate any unfulfilled portion of this Agreement
or complete the system through a third party. In the event the Purchaser completes the
system through a third party, Motorola shall be responsible for an amount in excess of the
Agreement price , not to exceed the value of the terminated portion, incurred by the
Purchaser in completing the system.
-2-System Purchase Agmt
Section 8 NOTICE TO PROCEED
Purchaser shall issue a Notice to Proceed to Motorola prior to Motorola delivering any
equipment or materials to the designated Purchaser Site. Purchaser shall not be liable for
any work performed by Motorola prior to such Notice being issued.
Section 9 LICENSES/ AUTHORIZATION
The Purchaser is solely responsible for obtaining any licenses or other authorizations
required by the Federal Communications Commission and for complying with FCC rules.
Neither Motorola nor any of its employees is an agent or representative of the Purchaser
in FCC matters or otherwise. Motorola, however, may assist in the preparation of the
license application at no charge to the Purchaser. Purchaser acknowledges that project
implementation is predicated on receipt of proper FCC licensing.
Section 10 INDEMNIFICATION
Motorola agrees to and hereby indemnifies and saves Purchaser and/or H-GAC harmless
from all liabilities, judgments, costs, damages and expenses which may accrue against, be
charged to, or recovered from the Purchaser and/or H-GAC by reason of or on account of
damage to the tangible property of the Purchaser or the property of, injury to, or death of
any person, to the extent and in the proportion that such damage or injury is caused by
Motorola's negligent acts or omissions or intentional conduct that of its employees,
subcontractors, or agents while on the premises of the Purchaser during the delivery and
installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE
LIABLE FOR INCIDENT AL, SPECIAL OR CONSEQUENTIAL DAMAGES.
Section 11 EQUIPMENT COMPATIBILITY; PRODUCT SUPPORT
Motorola agrees that the equipment, will perform in accordance with the specifications
and representations stated in Motorola's Proposal and Equipment List included in this
Agreement. This Agreement does not extend to the performance of the equipment as a
part of a larger system generally nor specifically to equipment in combination with
products, elements or components not supplied by Motorola.
Motorola will use commercially reasonable efforts to provide replacement parts for
Motorola manufactured subscriber equipment for five (5) years and for Motorola
manufactured fixed infrastructure equipment for seven (7) years, both from the date of
last manufacture. Motorola reserves the right to supply either assemblies or piece parts.
-3-Syste m Purcha se Agmt
Section 12 WARRANTIES
A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality
representation described below is fulfilled. The Equipment and Motorola Software is
warranted for a period of one (1) year after System Acceptance ("Warranty Period") in
accordance with the applicable limited warranties shown below. If System Acceptance is
delayed beyond six (6) months after shipment of the Equipment by events or causes
within Purchaser's control, this warranty expires eighteen (18) months after the shipment
of the Equipment. Purchaser must notify Motorola in writing if Equipment or Motorola
Software does not conform to these warranties no later than one month after the
expiration of the Warranty Period.
B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications
System will satisfy the functional requirements in Exhibit C. Upon System Acceptance,
this System Functionality representation is fulfilled. After System Acceptance, the
Equipment Warranty set forth below and the Software Warranty set forth in the Software
License Agreement will apply.
Motorola will not be responsible for performance deficiencies of the System caused by
ancillary equipment not furnished by Motorola attached to or used in connection with the
System provided hereunder. Additionally, Motorola will not be responsible for System
performance when the functionality is reduced for reasons beyond Motorola 's control
including , but not limited to, i) an earthquake, adverse atmospheric conditions or other
natural causes; ii) the construction of a building that adversely affects the microwave path
reliability or RF coverage; iii) the addition of additional frequencies at System sites that
cause RF interference or intermodulation; iv) Purchaser changes to load usage and/or
configuration outside the parameters specified in Exhibit C; v) any other act of parties
who are beyond Motorola's control, including Purchaser or its employees, contractors,
consultants or agents.
C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material
defects in material and workmanship under normal use and service during the Warranty
Period. Unless otherwise specified in writing, the Warranty Period for non-Motorola
manufactured Equipment will be as stated in this Section. At no additional charge and at
its option, Motorola will either repair the defective Equipment, replace it with the same or
equivalent Equipment, or refund the purchase price of the defective Equipment, and such
action on the part of Motorola will be the full extent of Motorola's liability hereunder.
Repaired or replaced Equipment is warranted for the balance of the original applicable
warranty period. All replaced parts of the Equipment shall become the property of
Motorola.
THIS WARRANTY DOES NOT APPLY TO
a) Defects or damage resulting from use of the Equipment in other than its
normal and customary manner.
-4-Sys te m Purchase Agmt
b) Defects or damage occurring from misuse, accident, water or neglect,
unless such defect or damage was caused by Motorola's workmanship or
performance.
c) Defects or damage occurring from testing, maintenance, installation,
alteration, modification, or adjustment not provided by Motorola pursuant
to this Communications System Agreement.
d) Breakage of or damage to antennas unless caused directly by defects in
material or workmanship.
e) Equipment that has been subjected to unauthorized modifications,
disassembly or repairs (including the addition to the Equipment of non-
Motorola supplied equipment if not authorized by Motorola) which
adversely affect performance of the Equipment or interfere with
Motorola's normal warranty inspection and testing of the Equipment to
verify any warranty claim.
f) Equipment that has had the serial number removed or made illegible.
g) Batteries (because they carry their own separate limited warranty).
h) Freight costs to the repair depot.
i) Equipment that has been subject to illegal or unauthorized alteration of the
software/firmware in the Equipment.
j) Scratches or other cosmetic damage to Equipment surfaces that does not
affect the operation of the Equipment.
k) Software.
1) Normal or customary wear and tear.
D. Motorola Software Warranty. Motorola Software is warranted in accordance with
the terms of the Software License Agreement attached as Exhibit B.
E. These express limited warranties as set forth in this Section are extended by
Motorola to the original end user purchasing or leasing the System for commercial,
industrial, or governmental use only, and are not assignable or transferable. These are the
complete warranties for the Equipment and Software provided pursuant to this
Agreement.
F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER
WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR
CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OR CONDITIONS OF MERCHANT ABILITY AND FITNESS FOR A PARTICULAR
. 5 . Syste m Purchase Agmt
PURPOSE. EXCEPT FOR DAMAGES FOR PERSONAL INJURY, INCLUDING
DEATH, OR DAMAGE TO TANGIBLE PROPERTY CAUSED BY MOTOROLA, IN
NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE
PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE
LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
COMMERCIAL LOSS, LOST PROFITS OR SA VIN GS OR OTHER INCIDENT AL,
SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE
USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW.
Section 13 CONFIDENTIAL INFORMATION
Motorola proprietary computer programs will be released in accordance with the
Software License provisions set forth elsewhere, if applicable. All other material and
information of confidential nature marked Motorola PROPRIETARY and
CONFIDENTIAL will be released as necessary under the following conditions:
(1) Purchaser shall exercise reasonable and prudent measures to keep these items in
confidence.
(2) Purchaser shall not disclose these items to third parties without prior written
permission, unless Motorola makes them public or Purchaser learns them rightfully from
sources independent of Motorola, or it is required by law to be disclosed.
(3) Motorola, where necessary, retains the right to prescribe specific security
measures for the Purchaser to follow to maintain the confidentiality.
In the event disclosure of such information is necessary, a separate Non-Disclosure
Agreement will be required.
Section 14 SOFTWARE LICENSE
A. Motorola Software. Any Motorola Software furnished will be licensed to
Purchaser solely according to the terms and restrictions of the Software License
Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and
restrictions of the Software License Agreement.
B. Non-Motorola Software. Any Non-Motorola Software furnished by Motorola will
be subject to the terms and restrictions of its copyright owner unless such copyright
owner has granted to Motorola the right to sublicense such Non-Motorola Software, in
which case the Software License Agreement (including any addendum to satisfy such
copyright owner's requirements) shall apply.
-6 -System Purchase Agmt
Section 15 PATENT INDEMNIFICATION
Motorola will defend at its expense any suit brought against Customer to the extent it is
based on a third party claim alleging that the Equipment manufactured by Motorola or the
Motorola Software infringes upon the third party 's United States patent or copyright
("Infringement Claim"), and Motorola will indemnify Customer for those costs and
damages finally awarded against Customer for an Infringement Claim. Motorola's duties
to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in
writing of the Infringement Claim; Motorola having sole control of the defense of the suit
and all negotiations for its settlement or compromise; and Customer providing to
Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense
of the Infringement Claim.
If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola
may at its option and expense procure for Customer the right to continue using the
Equipment or Motorola Software, replace or modify it so that it becomes non-infringing
while providing functionally equivalent performance, or grant Customer a credit for the
Equipment or Motorola Software as depreciated and accept its return. The depreciation
amount will be calculated based upon generally accepted accounting standards for such
Equipment and Motorola Software.
Motorola will have no duty to defend or indemnify for any Infringement Claim that is
based upon the combination of the Equipment or Motorola Software with any software,
apparatus or device not furnished by Motorola; the use of ancillary equipment or software
not furnished by Motorola and that is attached to or used in connection with the
Equipment or Motorola Software; any Equipment that is not Motorola's design or
formula; a modification of the Motorola Software by a party other than Motorola; or the
failure by Customer to install an enhancement release to the Motorola Software that is
intended to correct the claimed infringement. The foregoing states the entire liability of
Motorola with respect to infringement of patents and copyrights by the Equipment,
Motorola Software, or any of their parts .
Section 16 DISCLAIMER OF PATENT LICENSE
Nothing contained in this Agreement shall be deemed to grant, either directly or by
implication, estoppel, or otherwise , any license under any patents or patent applications of
Motorola, except that Purchaser shall have the normal non-exclusive royalty-free license
to use that is implied, or otherwise arises by operation of law, in the sale of a product.
Section 17 WAIVER
Failure or delay on the part of Motorola or Purchaser to exercise right or power hereunder
shall not operate as a waiver thereof.
. 7. System Purchase Agmt
Section 18 GOVERNING LAW/ VENUE
This Agreement shall be governed by and construed in accordance with the laws of the
State of Texas. Any action brought pursuant to this Agreement shall be in Tarrant
County, Texas.
Section 19 ASSIGN ABILITY
The Agreement may not be assigned by either party hereto without the prior written
consent of the other party; however, Motorola may assign this order to one of its
Subsidiaries as in the normal course of business upon a minimum of thirty (30) days
written notice to Purchaser.
- 8 -Sys te m Purchase Agmt
Exhibit B
Software License Agreement
This Exhibit B, Software License Agreement ("Agreement") is between Motorola, Inc.,
("Motorola"), and ("Licensee").
For good and valuable consideration, the parties agree as follows:
Section 1 DEFINITIONS
1.1 "Designated Products" means products provided by Motorola to Licensee with
which or for which the Software and Documentation is licensed for use.
1.2 "Documentation" means product and software documentation that specifies
technical and performance features and capabilities, and the user, operation and training
manuals for the Software (including all physical or electronic media upon which such
information is provided).
1.3 "Open Source Software" means software with either freely obtainable source
code, license for modification, or permission for free distribution .
1.4 "Open Source Software License" means the terms or conditions under which the
Open Source Software is licensed .
1.5 "Primary Agreement" means the agreement to which this exhibit is attached.
1.6 "Security Vulnerability" means a flaw or weakness in system security procedures,
design , implementation, or internal controls that could be exercised (accidentally
triggered or intentionally exploited) and result in a security breach such that data is
compromised, manipulated or stolen or the system damaged .
1.7 "Software" (i) means proprietary software in object code format, and adaptations,
translations, de-compilations, disassemblies, emulations , or derivative works of such
software; (ii) means any modifications, enhancements, new versions and new releases of
the software provided by Motorola; and (iii) may contain one or more items of software
owned by a third party supplier. The term "Software" does not include any third party
software provided under separate license or third party software not licensable under the
terms of this Agreement.
Section 2 SCOPE
Motorola and Licensee enter into this Agreement in connection with Motorola's delivery
of certain proprietary Software or products containing embedded or pre-loaded
proprietary Software, or both . This Agreement contains the terms and conditions of the
-1 -System Purchase Agmt
license Motorola is providing to Licensee, and Licensee 's use of the Software and
Documentation.
Section 3 GRANT OF LICENSE
3 .1. Subject to the provisions of this Agreement and the payment of applicable license
fees, Motorola grants to Licensee a personal, limited, non-transferable (except as
permitted in Section 7) and non-exclusive license under Motorola's copyrights and
Confidential Information (as defined in the Primary Agreement) embodied in the
Software to use the Software, in object code form, and the Documentation solely in
connection with Licensee's use of the Designated Products. This Agreement does not
grant any right s to source code.
3.2 . If the Software licensed under this Agreement contains or is derived from Open
Source Software, the terms and conditions governing the use of such Open Source
Software are in the Open Source Software Licenses of the copyright owner and not this
Agreement. If there i s a conflict between the terms and conditions of this Agreement and
the terms and conditions of the Open Source Software Licen ses governing Licensee 's use
of the Open Source Software, the terms and conditions of the license grant of the
applicable Open Source Software License s will take precedence over the license grants in
thi s Agreement. If reque sted 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 fee s may be applicable).
Section 4 LIMITATIONS ON USE
4.1 . Licen see may use the Software only for Licen see'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 the se re striction s , Licen see will not
make the Software available for use by third partie s on a "time sharing," "application
service provider," or "service bureau" basis or for any other similar commercial rental or
sharing arrangement.
4 .2. Licen see will not , and will not allow or enable any third party to: (i) reverse
engineer, di sass emble , 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 work s of, or merge the Software ; (iii)
copy , reproduce, di stribute , lend , or le as e the Software or Documentation to any third
party, grant any sublicense or other right s in the Software or Documentation to any third
party, or take any action that would cau se the Software or Documentation to be placed in
the public domain; (iv) remove , or in any way alter or ob scure , any copyright notice or
other notice of Motorola 's proprietary rights ; (v ) pro vide , copy , tran smit , di sclose , 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 express ly authorized by thi s Agreement; or
-2 -Sys te m Purchase Agmt
(vi) use, or permit the use of, the Software in a manner that would result in the production
of a copy of the Software solely by activating a machine containing the Software.
Licensee may make one copy of Software to be used solely for archival, back-up, or
disaster recovery purposes; provided that Licensee may not operate that copy of the
Software at the same time as the original Software is being operated . Licensee may make
as many copies of the Documentation as it may reasonably require for the internal use of
the Software.
4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will
not enable or allow any third party to: (i) install a licensed copy of the Software on more
than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in
one unit of a Designated Product onto one other device. Licensee may temporarily
transfer Software installed on a Designated Product to another device if the Designated
Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola
of the temporary transfer and identifies the device on which the Software is transferred .
Temporary transfer of the Software to another device must be discontinued when the
original Designated Product is returned to operation and the Software must be removed
from the other device. Licensee must provide prompt written notice to Motorola at the
time temporary transfer is discontinued.
4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase
a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at
a licensed location does not entitle Licensee to use or access RSS remotely. Licensee
may make one copy of RSS for each licensed location. Licensee shall provide Motorola
with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's
request.
4.5. Licensee will maintain, during the term of this Agreement and for a period of two
years thereafter, accurate records relating to this license grant to verify compliance with
this Agreement. Motorola or an independent third party ("Auditor") may inspect
Licensee's premises, books and records , upon reasonable prior notice to Licensee, during
Licensee's normal business hours and subject to Licensee's facility and security
regulations. Motorola is responsible for the payment of all expenses and costs of the
Auditor. Any information obtained by Motorola and the Auditor will be kept in strict
confidence by Motorola and the Auditor and used solely for the purpose of verifying
Licensee's compliance with the terms of this Agreement.
Section 5 OWNERSHIP AND TITLE
Motorola , its licensors, and its suppliers retain all of their proprietary rights in any form in
and to the Software=and Documentation, including, but not limited to, all rights in patents,
patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and
other proprietary rights in or relating to the Software and Documentation (including any
corrections, bug fixes, enhancements, updates, modifications, adaptations, translations,
de-compilations, disassemblies, emulations to or derivative works from the Software or
Documentation , whether made by Motorola or another party, or any improvements that
result from Motorola 's processes or, provision of information services). No rights are
• 3 -System Purcha se Agmt
granted to Licensee under this Agreement by implication, estoppel or otherwise, except
for those rights which are expressly granted to Licensee in this Agreement. All
intellectual property developed, originated, or prepared by Motorola in connection with
providing the Software, Designated Products, Documentation or related services, remains
vested exclusively in Motorola, and Licensee will not have any shared development or
other intellectual property rights .
Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY
6.1 . The commencement date and the term of the Software warranty will be a period of
ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If
Licensee is not in breach of any of its obligations under this Agreement, Motorola
warrants that the unmodified Software, when used properly and in accordance with the
Documentation and this Agreement, will be free from a reproducible defect that
eliminates the functionality or successful operation of a feature critical to the primary
functionality or successful operation of the Software. Whether a defect occurs will be
determined by Motorola solely with reference to the Documentation. Motorola does not
warrant that Licensee's use of the Software or the Designated Products will be
uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software
or the Designated Products will meet Licensee 's particular requirements . Motorola
makes no representations or warranties with respect to any third party software included
in the Software.
6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under
this warranty is to use reasonable efforts to remedy any material Software defect covered
by this warranty. These efforts will involve either replacing the media or attempting to
correct significant, demonstrable program or documentation errors or Security
Vulnerabilities . If Motorola cannot correct the defect within a reasonable time, then at
Motorola's option, Motorola will replace the defective Software with functionally-
equivalent Software, license to Licensee substitute Software which will accomplish the
same objective, or terminate the license and refund the Licensee's paid license fee.
6.3. Warranty claims are described in the Primary Agreement.
6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola
disclaims, any and all other warranties (express or implied, oral or written) with
respect to the Software or Documentation, including, without limitation, any and all
implied warranties of condition, title, non-infringement, merchantability, or fitness
for a particular purpose or use by Licensee (whether or not Motorola knows, has
reason to know, has been advised, or is otherwise aware of any such purpose or use),
whether arising by law, by reason of custom or usage of trade, or by course of
dealing. In addition, Motorola disclaims any warranty to any person other than
Licensee with respect to the Software or Documentation .
Section 7 TRANSFERS
-4-Sys te m Purc hase Ag mt
Licensee will not transfer the Software or Documentation to any third party without
Motorola's prior written consent. Motorola's consent may be withheld at its discretion
and may be conditioned upon transferee paying all applicable license fees and agreeing to
be bound by this Agreement. If the Designated Products are Motorola's radio products
and Licensee tran sfers 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 remedie s at law or in equity (including immediate injunctive relief and
repossession of all non-embedded Software and associated Documentation unless
Licensee is a Federal agency of the United States Government).
-5 -System Purchase Agmt
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)(l)(ii) of the Rights in Technical Data and Computer Software clause at
DFARS 252.227-7013 (OCT 1988), if applicable. The Software and
Documentation may or may not include a Restricted Rights notice, or other notice
referring to this Agreement. The provisions of this Agreement will continue to
apply, but only to the extent that they are consistent with the rights provided to the
Licensee under the provisions of the FAR or DFARS mentioned above, as
applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges that the Software and Documentation contain Motorola's
valuable proprietary and Confidential Information and are Motorola's trade secrets, and
that the provisions in the Primary Agreement concerning Confidential Information apply.
Section 11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
Section 13 GENERAL
13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software
will not be construed as an admission or presumption of publication of the Software or
public disclosure of any trade secrets associated with the Software.
13.2 . COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is
subject to the laws and regulations of the United States and Licensee will comply with all
applicable laws and regulations, including export laws and regulations of the United
-6 -Syste m Purchase Agmt
States. Licensee will not, without the prior authorization of Motorola and the appropriate
governmental authority of the United States, in any form export or re-export, sell or
resell, ship or reship, or divert, through direct or indirect means, any item or technical
data or direct or indirect products sold or otherwise furnished to any person within any
territory for which the United States Government or any of its agencies at the time of the
action, requires an export license or other governmental approval. Violation of this
provision is a material breach of this Agreement.
13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or
subcontract its obligations under this Agreement, or encumber or sell its rights in any
Software, without prior consent of Licensee. Motorola shall provide Licensee with at
least ten ( 10) days written notice of any such assignment.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United
States to the extent that they apply and otherwise by the internal substantive laws of the
State to which the Software is shipped if Licensee is a sovereign government entity, or the
internal substantive laws of the State of Illinois if Licensee is not a sovereign government
entity. The terms of the U.N. Convention on Contracts for the International Sale of
Goods do not apply. In the event that the Uniform Computer Information Transaction
Act, any version of this Act, or a substantially similar law (collectively "UCIT A")
becomes applicable to a party's performance under this Agreement, UCIT A 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 UCIT A.
13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the
benefit of Motorola and Licensee. No third party has the right to make any claim or
assert any right under this Agreement, and no third party is deemed a beneficiary of this
Agreement. Notwithstanding the foregoing, any licensor or supplier of third party
software included in the Software will be a direct and intended third party beneficiary of
this Agreement.
13.6. SURVIVAL. Sections 4, 5 , 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of
this Agreement.
13.7 . ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit
and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect
to the specific subject matter of this Exhibit, and not the Primary Agreement or any other
exhibit as it applies to any other subject matter.
13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of
security. Motorola uses reasonable means in the design and writing of its own Software
and the acquisition of third party Software to limit Security Vulnerabilities. While no
software can be guaranteed to be free from Security Vulnerabilities, if a Security
Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this
Agreement.
. 7 . Sys te m Purchase Agmt
Exhibit C
Technical and Implementation Documents
Motorola's Statement of Work, System Description, and Acceptance Test Plan
- 8 -
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
System Purchase Agmt
Motorola
Bi-Directional Amplifier Project
The Fort Worth Convention Center
Section 1
System Description
Page 1
Motorola
1.1 General Understanding
Section 1
System Description
The Fort Worth Convention Center
The purpose of this BDA system is to extend portable two-way radio coverage
into office areas of the convention center as discussed in our meeting. This
proposal only addresses the area as described in Figure 1 below. The system will
be designed to amplify signals in both directions to and from the main trunked
radio site . MOTOROLA has performed preliminary signal level testing and has
determined that sufficient signal levels are available outside of the building to
support this system. Acceptance testing is detailed later in this proposal along
with the acceptance testing procedures.
BOA Coverage ar-ea on three floors
Houston St
Figure 1
1.2 Basic System Description
Bi-Directional Amplifier (BDA) Systems are used to provide radio system
coverage within structures that do not allow for radio system signal penetration.
The network itself consists of a donor antenna network based from an antenna
placed on the rooftop of the structure that collects the signal from the outside
source and feeds it to an amplifier that boosts the signal and then sends it to a
distributed antenna system within the building. The distribution network extends
the outside signal to portable units operating within the structure. In the opposite
Bi-Directional Amplifier Project Page2
Motorola The Fort Worth Convention Center
direction, thus the term "bi-directional", the signal is collected by the distribution
system and sent to the amplifier, and then broadcast back to the system over the
donor antenna network. Many factors need to be determined in the development
of these networks to determine the size and co st of a system. Some of these
factors include:
• Amount of signal level available outside of the building that can be
collected by the BDA
• The area inside the structure that requires radio system coverage
• The building architecture and its ability to block radio signals
The coverage extension design includes the implementation of a new technology
available that is comprised of a fiber optic based system. The BDA is still
required , but this system provides a much more efficient distribution network.
This system converts the RF signal to and from the BDA to a digitized signal that
travels between a device referred to as the Fiber Distribution Unit (FDU) and
conversion devices strategically placed throughout the structure to be covered.
These remote devices are referred to as Fiber Remote Units (FRU).
Traditional BDA systems use coaxial cable to distribute signal from the BDA to
the areas to be covered terminating at antennas, this system utilizes single mode
fiber to transfer the signal in a digital form to the Fiber Remote Units (FRU). The
FRU again transforms that signal back into an RF signal to be terminated at
antennas local to the FRU. The primary advantage of this system is the
elimination of long and expensive coaxial cable runs that can inherently display
high signal losses and require the use of much more powerful and cumbersome
BDA equipment. The cable used with the older technology is typically very large
in order to decrease the amount of signal loss. This generally calls for high
implementation costs and considerations of shielding other networks that have
cabling coexistent in the ceilings where the coaxial will be routed.
Once the FRU 's have been placed, they are terminated into antennas or an
antenna network that distributes the RF signal throughout the designated area that
that FRU is intended to cover. In this case, we have terminated a total of 6 FRU's
with multiple antenna arrays. This design will guarantee 95% coverage
throughout each level of the office facility. The system is capable of expansion if
the design does not meet the coverage guarantee. MOTOROLA will add, at no
extra charge , additional antenna system components to meet the coverage
guarantee. The internal distribution antenna is pictured below .
Bi-Directional Amplifier Project Page3
Motorola The Fort Worth Convention Center
Fiber Distribution Unit (FDU)
Fiber Remote Unit (FRU)
Andrew's Node A Variable Bandwidth Repeater
The Selective Multi-band capable repeater offers a full one-year warranty and will
be maintained by Motorola. Andrew 's Node A is available as a variable band
selective for 800MHz Analog / Digital trunking system s such as the city of Fort
Worth 's
Bi-Directional Amplifier Project Page4
Motorola The Fort Worth Convention Center
This repeater bi-directionally amplifies signals between multiple mobiles and
single or multiple base stations operating in the 800MHz frequency band . It is
employed where poor topological conditions cause weak field strengths. The
system will be tuned to pass the 40 channels of the trunked radio system while
filtering out other unwanted signals.
Additional Node A modules can be combined with other repeater modules in
order to create a multi-band repeater system. Modules operating in AMPS800,
PCS1900, GSM1800, or GSM900 bands are available. When different modules
are combined a common antenna and control interface are available . This is a
highly versatile system that can combine distribution of services over single
antenna systems. It has been stated that a future project is being discussed that
would include the provision of cellular service to the lower levels of the
Corporate Tower and the new Training Center.
The amplifier provides the following features:
• Efficient ultra high power amplifiers
• Remote control and operation and maintenance center
• Extremely small size and weight, less than 30 lbs (14kg)
• Built in test equipment
• Easy and fast to install and upgrade
• RS232, PCMCIA or PSTN data interface
• Combinations of PCS1900, GSM1800, GSM900, TACS, ETACS, AMPS800,
iDEN, and SMR are possible
• Band or channel selective
NodeA2
1.3 System Layout
The System will be based in the second floor mezzanine. It will feed (6) Remote
Antenna Units (RAU's) to distribute the signal across the facility .
Bi-Directional Amplifier Project Page5
Mo torola The Fort Worth Convention Center
Placements of the se antennas have been based on signal level s recei ved within the
complex and how they will pro vide "Talk-In" coverage from portable radio s. In
any de sign, it is important to understand the signal penetration of the areas
intended to be covered . In thi s application , there are several cinder block wall s
that have a detrimental effect on RF Coverage thu s requiring the implementation
of many antennas that allow acce ss to the outdoor system .
The di stribution system include s placement of the antenna s in areas that will
provide an acce ss point for portable radio operators within the structure on any
talk group .
RF from BTS1
or Re peater 1 }-E o
R -fr om BTS2 O
or Re pea er2
FDU
-
-
R F
C o m bine r
RFto BT S 1
or Repea ter 1
RF io BT S2
or Repea er2
----
O pti cal
Splitter
O p ·ca l
S p litte r
Local Alarms
Po w e r Supply
TX l
a T X2
a T X3
a T X 4
Fi be r
R Xl
a R X2
a R X3
0 R X 4
Basic System Block Diagram
Don or Antenna
Bi-Directional Amplifier Project
FRU
~l e x er -
~-·,
Mobi le
~y°';" -~~ .. .~
~1
;;.,
~ __g .}
RF
I Pree 2 D u p l e x er
E x plnsion
Taps
oca l A l arms
P o w er Supply
Page 6
Motorola The Fort Worth Convention Center
Manufacturer: Laird
Model : Y8063
Distribution Antennas
Manufacturer: Andrew Corporation
Model : CELLMAX-0-25
Height: Ceiling Mount
1 •
Andrew's CELLMAX Indoor Antenna
Technical Parameters:
Donor Site: City of Fort Worth Trunked R adio System
Donor Level : -70 dBm
Motorola Confidential and Proprietary
Bi-Directional Amplifier Project Page7
Motorola
Bi-Directional Amplifier Project
The Fort Worth Convention Center
Section 2
Motorola
Statement of Work
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1
Motorola
2.1 General Understanding
Section 2
Statement of Work
The Fort Worth Convention Center
This section describes the tasks that will be required to complete thi s project. It
discu sses MOTOROLA 's responsibilities and what responsibilities would be
required of the Fort Worth Convention Center in the implementation of this
project. We also detail the coverage acceptance procedures for the Fort Worth
Convention Center's review.
CJID-i'," __ --
" T
t _JI
Figure 2
2.2 Statement of Work
1) Upon receipt of the "Notice to Proceed" and a purcha se order,
MOTOROLA will begin the acqui sition of the material s de signated on the
enclo sed equipment list. Prior to placing the order, MOTOROLA will hold
a pre-project kick-off meeting for the Fort Worth Convention Center to
review exact equipment placement with authorized facility personnel.
Once the system has been ordered , updated equipment delivery time s will
be provided to The Fort Worth Convention Center.
Bi-Directional Amplifier Project Page2
Motorola
2)
3)
4)
The Fort Worth Convention Center
Motorola will appoint a Project Manager (PM) who will remain as the
single point of contact throughout the project. The PM will coordinate the
kick-off meeting and installation start date with The Fort Worth
Convention Center and contacts required at the new facility .
All materials will be stored at one of MOTOROLA's facilities and
transported to the site as needed. MOTOROLA will be responsible for all
shipping and transportation costs as part of this proposal.
MOTOROLA personnel will provide all of the installation labor to
perform the following tasks required to implement this system as follows:
a) On rooftop of the second floor, provide one antenna mount and one
donor antenna. This assembly will be installed in a low profile
manner so as to decrease the visibility of the antenna from the
street level. A non penetrating mount is included in this quote . If a
suitable wall mount location is available it will be used. The
convention center can opt at their expense to provide a suitable
mount if required by the project.
b) Provide and install the coaxial cabling between the donor antenna
location and the BDA emplacement in the specified area within the
building . Installation will include all cable terminations; all of the
proper grounding devices, and cable securing hardware necessary
to meet recognized industry standards and meet the manufacturers
installation specifications.
c) MOTOROLA will be responsible for providing the complete Fiber
Based BDA system components. This will include the BDA and
Fiber Distribution Unit. Devices will be rack mounted in a 7'
equipment rack provided for in this proposal.
d) Provide all of the necessary fiber optic cables required to
interconnect the (6) FRU's to the corresponding FDU. This will
include the installation of each of the cables in accordance with
existing cable installations in the building.
e) This proposal includes for any wall or floor penetrations required
to achieve appropriate cable routing. MOTOROLA will be
responsible for providing and applying any necessary "standard"
sealing material at any of the penetrations. These penetrations are
meant to be provided in a standard form. Any special requirements
such as sealed rooms will be the responsibility of The Fort Worth
Convention Center.
f) Provision and installation of 1200 ' of Yi'' plenum rated Heliax
coaxial cable. This cable will be used accordingly for each antenna
Bi-Directional Amplifier Project Page3
Motorola The Fort Worth Convention Center
array originating from the designated FRU's. Installation will
include provision of each RF power splitter as described, all of the
different coaxial connectors, and cable securing hardware .
g) MOTOROLA will provide and install a total of (12) ceiling
mounted antennas placed strategically throughout the facility as
described. The placement of the units will be discussed with
facility personnel prior to the equipment being ordered at the
project kick-off meeting.
h) MOTOROLA's technical staff will power the system and perform
preliminary coverage testing. This will eliminate what
MOTOROLA may identify as coverage issues that can be resolved
prior to official acceptance testing.
5) Once the system is implemented, Motorola, along with representatives of
The Fort Worth Convention Center shall participate in a "Coverage
Demonstration Procedure" (CDP). These procedures are described later in
this section. Upon final acceptance, the system will be commissioned and
customer beneficial use shall begin.
2.3 Rebanding
After the city has completed its rebanding Motorola can be contacted and
the BDA will be retuned for the new frequency band at no additional
charge.
2.4 The Fort Worth Convention Center Responsibilities
1) The Fort Worth Convention Center will be responsible for any access
issues to areas where equipment may be located in the final system
configuration. It will be their responsibility to assist MOTOROLA in the
location and availability of cable paths that will accommodate the
provided cable lengths.
2) The Fort Worth Convention Center will be responsible for providing
sufficient AC power in the equipment room where the BDA and FDU
equipment will be placed. The system requires one dedicated 20A
120V AC circuit.
3) MOTOROLA will require access throughout the building in the different
locations affected by the installation. The Fort Worth Convention Center
will need to provide clear access to each of these locations during normal
business hours.
Bi-Directional Amplifier Project Page4
Motorola
4)
5)
6)
7)
The Fort Worth Convention Center
The Fort Worth Convention Center will be responsible for providing any
man lift equipment required.
The Fort Worth Convention Center will be responsible for providing
personnel to train MOTOROLA technicians on the removal and re-
installation of the light fixtures to gain access to the cabling and antenna
mounting locations. It is assumed that all AC power cabling feeding these
lights is secured and MOTOROLA will not encounter any problems by
removing these fixtures. In the event that electricians are required to assist
in this portion of the implementation, The Fort Worth Convention Center
will be responsible for providing this assistance.
It will be The Fort Worth Convention Center's responsibility to ensure the
proper representatives are available to attend a scheduled pre-project
meeting. Representatives will need to authorize the placement of the
different system components. At this meeting, MOTOROLA will review
the installation schedule, Customer responsibilities, and equipment
placement as previously mentioned.
The Fort Worth Convention Center will need to provide representatives to
participate in the Coverage Demonstration Procedure.
2.5 Coverage Demonstration Procedure (CDP)
As part of this proposal, Motorola Inc. is providing a 95% in-building coverage
guarantee at a Delivered Audio Quality (DAQ) level of 3.5. The table on the
following page describes the subjective performance description as defined in the
TIA TSB-88 Bulletin.
Delivered Audio Quality (DAQ) Scale Definitions
Delivered Subjective Performance Description
Audio Quality
DAQ 5.0 Speech easily understood.
DAQ4.5 Speech easily understood. Infrequent
Noise/Distortion.
DAQ4.0 Speech easily understood. Occasional
Noise/Distortion.
DAQ 3.5 Speech understandable with repetition only rarely
required. Some Noise/Distortion.
DAQ3.0 Speech understandable with slight effort. Occasional
repetition required due to Noise/Distortion.
DAQ 2.0 Understandable with considerable effort. Frequent
repetition due to Noise/Distortion.
DAQ 1.0 Unusable, speech present but unreadable.
Bi-Directional Amplifier Project Page 5
Motorola The Fort Worth Convention Center
RF coverage performance will be demonstrated to ensure that the coverage
extension system provides a DAQ level as stated throughout the building. The
procedure is explained in the following paragraphs.
Coverage demonstration shall be considered complete and successful when the
ability to send and receive intelligible voice communications over a portable radio
between 95% of the test points and the fixed test team's stationary location has
been demonstrated as defined in the Coverage Demonstration Procedure (CDP).
In the event that the Coverage Demonstration does not demonstrate the required
level of coverage, MOTOROLA will, with the cooperation of The Fort Worth
Convention Center, will optimize the system and/or provide all additional labor
and materials required to meet the performance criteria as defined in this
proposal.
The following is required for the CDP:
Resources: Two The Fort Worth Convention Center Representatives, two
MOTOROLA Representatives
Equipment: Floor plans with mutually agreed test points; two fully charged
portable radios.
Test Procedure
1. The Fort Worth Convention Center and MOTOROLA representative will
be located within the building at an agreed upon location that has been
tested satisfactorily with a unit outside of the facility within the trunked
radio system coverage area. This team will be responsible for controlling
the CDP and completing the Acceptance Test Check Sheets . This team
will be called the Stationary Team.
2. The Fort Worth Convention Center and MOTOROLA representative will
each be equipped with one portable radio. This team will be responsible to
initiate and/or receive calls from each of the test points in the building.
This team will be called the Mobile Team.
3. Test calls will be initiated from the mobile team once they have reached
an agreed upon test point. The test at each point will consist of the
following two-way radio transmission :
Ptt 1 Mobile Team
Ptt 2 Stationary Team
Bi-Directional Amplifier Project
"This is mobile team one testing location
XXXXX, do you read me"
"Affirmative, I read you loud and clear, the
test follows -test test test test test test (this
Page6
Motorola
Ptt 3 Mobile Team
Ptt 4 Stationary Team
The Fort Worth Convention Center
will be brief statement from the news paper)
over".
"Mobile team has received your test
message as follows (then they repeat the
message) and grade you at DAQ level 3.5
( or applicable grade) over".
"Received your test message at DAQ level
3 .5 (or applicable grade) over".
The stationary team will be responsible for all documentation for both
teams .
Test points
Test points will be limited to no more than ten on each of the three floors with in
the BDA coverage as defined in figure 1.
Failed Test Points
In the event that a transmission fails in either direction , the mobile team will
move 5 ' from the previous test position and the test point procedure will be
repeated. If the test point fails this second attempt, it will be noted as a failed test
point. A failed test point is any point that is graded at less than a DAQ level of 3 .5
in either direction. Transmissions including the test message will be the only
transmissions that are graded. Test points meeting this criteria will be noted.
2.6 System Acceptance
The System Acceptance Document shown below will be submitted to The Fort
Worth Convention Center at the conclusion of the acceptance testing previously
described . Once this document is signed the warranty period shall begin.
Bi-Directional Amplifier Project Page7
Motorola The Fort Worth Convention Center
System Acceptance Document
The Fort Worth Convention Center approves and accepts the Bi-Directional
Amplifier System as implemented in the BDA Coverage area as defined in figure
1 in its present form. The System Acceptance Test Plan has been successfully
completed and The Fort Worth Convention Center has commenced beneficial use
of the system .
The Fort Worth Convention Center
Representative
Signature
Name (Print)
Position
Date
Motorola
Representative
Signature
Name (Print)
Position
Date
Motorola Inc. Confidential and Proprietary
Bi-Directional Amplifier Project Page8
Motorola
Bi-Directional Amplifier Project
Section 3
Pricing Proposal
The Fort Worth Convention Center
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Page 1
Motorola
3.1 System Pricing
Section 3
Pricing Proposal
The Fort Worth Convention Center
The following table shows pricing for the services discussed in this proposal.
Installation and optimization includes all of the services described along with the
Coverage Demonstration Procedures.
Fort Worth Convention Center BDA
Equipment $ 88,030.00
Installation & Optimization $ 79,324.00
Total $ 160,354.00
3.2 Clarifications
1) This price proposal is valid for 90 days
2) All work will be performed during normal working hours (Monday through
Friday, 8:00AM to 4:30PM).
3) All manufacturer warranties apply. New equipment provided by Motorola
features a full one-year parts and labor warranty. The warranty period shall
begin once the Fort Worth Convention center has begun beneficial use of any
part of the system not to exceed 30 days beyond the date of delivery by the
manufacturer.
4) Installation charges include full system installation, optimization, acceptance
testing (M-F 8:00AM-4 :30PM).
5) Prior to execution of a contract between The City of Ft Worth and Motorola
and after a letter of intent has been received from The City of Ft Worth , a
meeting will be held to thoroughly discuss this proposal and provide all of the
detailed information about the new radio system. This meeting is referred to
as the Detailed Design Review .
Bi-Directional Amplifier Project Page2
Motorola The Fort Worth Convention Center
3.3 System Warranty
1) One (1) year limited warranty on the BDA System and antenna network
equipment. Copies of the manufacture's warranty are available upon request.
2) Service agreement on equipment can be written to cover all infrastructures on
a 24 x 7 basis. If The Fort Worth Convention Center so chooses after the
warranty period has expired, a maintenance agreement could be developed to
cover malfunctions, electronic components, and failure. Negligence, abuse
and Acts of God are not covered under a service agreement.
3) The BDA system proposed is manufactured by Andrew Corporation based in
Chicago Ill. Motorola's maintenance during the warranty period is performed
between the hours of 8AM and 4:30PM Monday through Friday
What the Warranty Does Not Cover
•!• Defects or damage resulting from use of the Product in other than its
normal and customary manner.
•!• Defects or damage from misuse, accidents, water, or neglect
•!• Defects or damage from improper testing, operation, maintenance,
installation, alteration, modification, or adjustment.
•!• Breakage or damage to antennas unless caused directly by defects m
material workmanship.
•!• Products, which have had the serial number, removed or made illegible.
•!• Freight cost to the repair depot.
•!• Scratches or other cosmetic damage to Product surfaces that does not
affect the operation of the Product.
•!• A Product subjected to unauthorized Product modifications, disassemblies
or repairs.
•!• Normal and customary wear and tear.
Motorola Confidential and Proprietary
Bi-Directional Amplifier Project Page3
Exhibit D
Motorola/H-GAC Radio Communications Equipment & Systems Agreement
-1-
OFFICIAL RECORD
CITY SECRETARY
FT. 1VORTH, TX
System Purchase Agmt
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 1 of 10
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
A CONTRACT BETWEEN
HOUSTON-GALVESTON AREA COUNCIL
Houston, Texas
AND
MOTOROLA, INC.
Farmers Branch, Texas
This Contract is made and entered into by the Houston-Galveston Area Council of Governments, hereinafter referred to as H-GAC, having
its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND Motorola, Inc. hereinafter referred to as the
CONTRACTOR, having its principal place of business at 1507 LBJ Freeway, Suite 700, Farmers Branch, Texas 75234 .
WIT NESSETH
WHEREAS: The ff-GA C enters into this Contract as Agent for participating governmental agencies, hereinafter referred to as END
USER, for the purchase of Radio Communication/Emergency Response & Mobile Interoperable Equipment offered by the
CONTRACTOR;and
WHEREAS: The CONTRACTOR offers to sell Radio Communication/Emergency Response & Mobile Interoperable Equipment
through the H-GAC Contract to End Users; and
WHEREAS: The Contract shall be in effect for a period beginning January I, 2008 through December 31, 2009, subject to extension
upon mutual agreement of the CONTRACTOR and H-GAC; and now
THEREFORE : H-GAC and the CONTRACTOR do hereby agree as follows:
• GENERAL PROVISION ARTICLES 1 -23 •
ARTICLE 1; IDENTIFICATION OF CONTRACT DOCUMENTS
The Contract shall be in effect for Radio Communication/Emergency Response & Mobile Interoperable Equipment listed in
Proposal Specifications numbered RAOl-08, including any relevant suffixes, and shall consist of the documents identified below in orderof
precedence:
I. The text of this Contract form , including Attachment A, and
Attachment B (Motorola Standard Equipment Warranty)
2. CONTRACTOR'S Response to Proposal No .: RAOl-08
3. Proposal Specifications No .: RAOl-08
4 . System Purchase Agreements
5. Motorola Software License
The terms and conditions, specifications, manufacture, delivery, warranty , training and service for H-GAC and the END USER
shall be fulfilled in compliance with this Contract including, but not limited to Proposal Specifications, Terms and Conditions, and
CONTRACTOR'S response opened October 4, 2007 unless specifically changed within the text of this Contract Form.
ARTICLE2; LEGAL AUTHORITY
The CONTRACTOR and H-GAC warrants and assures one another that they have adequate legal counsel and authority to enter
into this Contract. The governing bodies, where applicable, have authorized the signatory officials to enter into this Contract and bind both
parties to the terms of this Contract and any subsequent amendments thereto .
ARTICLE3; APPLICABLE LAWS
Both parties agree to conduct all activities under this Contract in accordance with all applicable rules , regulations, directives,
issuances and ordinances, and laws in effect or promulgated during the term of this Contrac t. The CONTRACTOR agrees to conduct all
activities under this Contract in accordance with all applicable rules, regulations, directives, standards, ordinances and laws in effect or
promulgated during the term of this Contract
G:\CONTRACI\RAOl-08 .8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 2 or 10
ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H-
G AC or the CONTRACTOR. No provision of this Contract or act ofH-GAC in performance of the Contract shall be conmued as making the
CONTRACTOR the agent, servant or employee ofH-GAC, the State of Texas or the United States Government. Employees of the Contractor
are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee payrolls and claims
arising therefrom.
CONTRACTOR shall notify H-GAC of any law suits filed against it which involves products sold pursuant to this Contract, or
which, if successful, would adversely affect its financial condition . A law suit which includes a specific demand for an amount in excess of
$250,000 which would not be covered by insurance shall automatically be considered a law suit which, if successful, would adversely affect
the financial condition of the sued party .
ARTICLE 5: TITLES NOT RESTRICTIVE
The titles assigned to the various articles of this Contract are for convenience only and are generally descriptive of the matters
following . Titles shall not be considered restrictive of the subject matter of any section, or part of this Contract.
ARTICLE 6: SUBCONTRACTS
The Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title,
obligation or interest it may have therein to any third party without prior written approval ofH-GAC.
H-GAC shall not unreasonably delay or withhold acceptance of a proposed assignment of a proposed subcontractor .
The Contractor acknowledges that H-GAC is not liable to any subcontractor's of the Contractor.
The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and
provisions of this Contract as if the performance rendered was rendered by the Contractor .
ARTICLE 7: EXAMINATION AND RETENTION OF RECORDS
The CONTRACTOR shall maintain during the course of the work, complete and accurate records of all of the CONTRACTOR'S
costs and documentation of items which arc chargeable to END USER under this Contract H-GA C, through its staff or designated public
accounting firm, the State ofTexas, and the United States Government shall have the right at any reasonable time to inspect copy and audit those
records on or off the premises of the CONTRACTOR. Failure to provide access to records may be cause for termination of the Contract.
CONTRACTOR agrees that its books and records , as they pertain to work done or items supplied present to the Purchase Order or Contract shall
at all reasonable hours be subject to audit and inspection at the CONTRACTOR'S facility by H-GAC and/or END USER. This audit shall be
limited to the verification of invoice quantities to shipments and shipment receipts. Except as otherwise provided by law, nothing contained
herein shall authorize H-GAC and/or END USER to audit particular books or CONTRACTOR insofar as such particular books or records
contain confidential information regarding product costs .
The CONTRACTOR shall maintain all records pertinent to this Contract for a period ofnot 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 arc retained .
The CONTRACTOR further agrees to include in all subcontracts under this Contract, a provision to the effect that the subcontractor
agrees that H-GAC'S duly authorized representativ es, shall, until the expiration of five (S) calendar years after final payment under the
subcontract or until all audit findings have been resolved, have access to and the right to examine and copy any directly pertinent books,
documents, papers, invoices and records of such subcontractor involving transactions relating to the subcontract.
ARTICLE 8: CHANGES AND AMENDMENTS
Any alterations, additions, or deletions to the terms of this Contract which are required by changes in federal law or regulations arc
automatically incorporated into this Contract without written amendment hereto , and shall become effective on the date designated by such law or
regulation ; provided if the Contractor may not legally comply with such change, the Contractor may terminate its participation herein as
authorized by Article 18.
H-GAC may , from time to time, require changes in the scope of the services of the Contractor to be performed hereunder. Such
changes that are mutually agreed upon by and between H-GAC and the Contractor in writing shall be incorporated into this Contract.
ARTICLE 9: DISPUTES
G:\CONTRACI'JlAOl-08 .8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 3 or 10
Any and all disputes concerning questions of fact or oflaw arising under this Contract which are not disposed ofby agreement shall be
decided by the Executive Director of H-GAC or his designee , who shall reduce his decision to writing and provide notice thereof to the
Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of
receipt of such notice, the Contractor requests a rehearing from the Executive Director ofH-GAC. In connection with any rehearing under this
Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position . The decision of the Executive
Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision
of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed
diligently with the performance of the Contract and in accordance with H-GAC'S final decision .
ARTICLE 10: SEVERABILITY
All parties agree that should any provision of this Contract be determined to be invalid or unenforceable, such dctcnnination shall not
affect any other term of this Contract, which shall continue in full force and effect
ARTICLE 11: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty
placed on such party by reason of or through strikes, stoppage oflabor, riot, fire , flood. acts of war, insurrection, accident, order of any court, act
of God, or specific cause reasonably beyond the party's control and not attributable to its neglect ornonfcasance, in such event, the time for the
performance of such obligation or duty shall be suspended until such disability to perform is removed . Determination of force majeure shall rest
solely with H-GAC.
ARTICLE 12: NON DISCRIMINATION AND EQUAL OPPORTUNITY
The Contractor agrees to comply with all federal statutes relating to nondiscrimination . These include but are not limited to : ( a) Title
VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the
Education Arnaidments of 1972, as amended (20 U.S.C . §§ 1681-1683, and I 685-l 686), which prohibits discrimination on the basis of sex; ( c)
Section 504 of the Rehabilitation Act of 1973 , as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the
Americans with Disabilities Act of 1990; (d) the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits
discrimination on the basis of age ; ( e) the Drug Abuse Office and Treatment Act of 1972 (P .L. 92-255), as amended, relating to nondiscrimination
on the basis of drug abuse ; (f) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91 -
616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (g) §§ 523 and 527 of the Public Health Service
Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (h) Title VIII of
the Civil Rights Act of 1968 ( 42 U.S .C . § 3601 ct seq.), as amended , relating to nondiscrimination in the sale, rental or financing of housing ; (I)
any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Contract ; and (j)thc requirements of
any other nondiscrimination statute(s) which may apply to this Contract.
ARTICLE 13: CRIMINAL PROVISIONS AND SANCTIONS
The CONTRACTOR agrees that it will perform the Contract in conformance with safeguards against fraud and abuse as set forth by
the H-GAC, the State of Texas, and the acts and regulations of the funding entity . The CONTRACTOR agrees to promptly notify H-GAC of
suspected fraud, abuse or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof.
Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Contract within
twenty-four (24) hours of such occurrence . Theft or willful damage to property on loan to the Contractor from H-GAC, if any , shall be reported
to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.
The CONTRACTOR further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State ofTexas, the Federal
Bureau oflnvestigation and any other duly authorii.ed investigative unit in carrying out a full investigation of all such incidents .
ARTICLE 14: PURCHASE ORDERS ISSUED PURSUANT TO CONTRACTS
Through lnterlocal Contracts, H-GAC offers governmental agencies and qualifying non-profit corporations the opportunity to
participate in the H-GAC Cooperative Purchasing Program . Therefore, purchase orders may be executed by END USERS throughout the
State . In addition , through Interstate Interlocal Contracts the Program is now made available for pos si ble part ic ipation by END USERS
beyond Texas .
ARTICLE 15: SCOPE OF SERVICES
The services to be perfonned by CONTRACTOR in the State of Texas are outlined within this Contract, Proposal specifications,
G:\CONTRAC1\RAO 1-08 .8\Motorola\ RADIO COMMUNICA TYON/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 4 of 10
any Attachment, and Proposal Response . Any Change Order shall be stated in complete detail and submitted by END USER to
CONTRACTOR and copied to H-GAC. No verbal Change Order shall be accepted by CONTRACTOR from any END USER
ARTICLE 16: THE COMPLETE AGREEMENT
This Contract consists of the Contract text stated herein , the Proposal Specifications, including but not limited to Terms and
Conditions, proposaler's/proposaler's response , including but not limited to, prices and options offered all of which are incorporated within
the contract, and constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written
agreements between the parties relating to matters herein . Except as otherwise provided herein, this Contract cannot be modified without the
written consent of both parties.
ARTICLE 17: LIMITATION ON LIABILITY
The CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER, any
amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the
terms of this Contract .
Except/or personal injury or death , Motorola 's total liability whether for breach of conJract, warranty, negligence, strict liability In tort or
otherwise, is limited to the price of the particular products sold hereunder with respect lo which either refund the purchase price, repair or
replace product(s) that are not as warranted. In no event will Motorola be liable for any loss of use , loss of lime, inconvenience,
commercial loss, lost profits or savings or other incidental, special, or consequential damages to the full extent such may be disclaimed by
law .
ARTICLE 18: TERMINATION PROCEDURES
CONTRACTOR acknowledges that this Contract may be terminated under the following circumstances :
A Convenience
H-GAC may terminate this Contract in whole or in part without cause at any time by written notice by certified mail to
CONTRACTOR whenever for any reason H-GAC determines that such termination is in the best interest ofH-GAC. Upon receipt
of notice of termination, all services hereunder of CONTRACTOR and its employees and subcontractors shall cease to the extent
specified in the notice of termination . In the event of termination in whole , CONTRACTOR shall prepare final invoices within 30
calendar days of such termination reflecting the services actually performed which have not appeared on any prior invoice. Such
invoices shall be satisfactory to the Executive Director or his dcsigncc. END USER will pay CONTRACTOR, in accordance with
the tenns and conditions of this Contnct, for services actually performed and accruing to the benefit of END USER less any
compensation previously paid . H-GAC, in accordance with the terms and conditions of this Contract, will invoice
CONTRACTOR for any order processing charges due, and CONTRACTOR agrees to pay said order processing charges .
CONTRACTOR may cancel or terminate this Contract upon thirty (30) days written notice by certified mail to H-GAC .
CONTRACTOR may not gi ve notice of cancellation after it has received notice of default from H-GAC. In the event of such
termination prior to completion of this Contract provided for herein, END USER will pay CONTRACTOR, in accordance with the
terms and conditions of this Contract, for services actually performed and accruing to the benefit of END USER less any
compensation previously paid . H-GAC, in accordance with the terms and conditions of this Contract, will invoice
CONTRACTOR for any order processing charges due, and CONTRACTOR agrees to pay said order processing charges .
B. Default
H-GAC may , by written notice of default to CONTRACTOR, terminate the whole or any part of this Contract in any one of the
following circumstances :
(I) If CONTRACTOR fails to perform the services herein specified within the time specified herein or any extension thereof,
or
(2) If CONTRACTOR fails to perform any of the provisions of th is Contract for any reason whatsoever, or so fails to make
progress or otherwise violates this Contract that completion of services herein specified within the term of this Contract is
significantly endangered, and in either of these two instances does not cure such failure within a period often ( IO) calendar
days ( or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified
mail of default from H-GAC.
In the event of such termination, all services of CONlRACTOR and its employees and subcontractors shall cease and
CONTRACTOR shall prepare a final invoice reflecting the services actuall y performed pursuant to this Contract which have not
appeared on any prior invoice . Such invoice must be satisfactory to the END USER and to the Executive Director ofH-GAC or his
designee . END USER reserves the right, in accordance with the terms and conditions of this Contract, to withhold from the payment
G:\CONTRACf\RAOl-08 .8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial: __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 5 of 10
of said invoices for services actually performed and accruing to the benefit of END USER, as reflected on invoice, any compensation
previously paid and any costs or damages incurred by END USER as a result of such default, including incremental costs that END
USER will incur to have Purchase Order(s) completed by a person other than CONTRACTOR. H-GAC, in accordance with the
terms and conditions of this Contract, will invoice CONTRACTOR for any order processing charges due, and CONTRACTOR
agrees to pay said order processing charges.
C . Fina\ Billing In the Event ofTennination
CONTRACTOR shall fill all pending orders and then prepare final invoices reflecting the services actually performed pursuant to
this Contract and to the sat isfaction of H-GAC'S Executive Director or his des ignee. END USER will pay CONTRACTOR, in
accordance with the temis and conditions of this Contract, for services actually performed and accruing to the benefit of END USER
less any compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract, will invoice
CONTRACTOR for any order processing charges due , and CONTRACTOR agrees to pay said order processing charges.
ARTICLE 19: GOVERNING LAW & VENUE
This Contract shall be governed by the laws of the State ofTexas. Venue and jurisdiction of any suit or cause of action arising under or
in connection with the Contract shall lie exclusively in Harris County, Texas. Disputes between END USER and CONTRACTOR are to
be resolved in accord with the law and venue rules of the state of purchase . CONTRACTOR shall immediately notify H-GAC of
such disputes .
ARTICLE 20: CONTRACTOR'S REPRESENTATIVE
CONTRACTOR'S representative(s) shall be the contact person(s) concerning all matters pertaining to END USER orders . Any
change of representation shall be immediately communicated in written form to H-GAC by CONTRACTOR.
END USER will remit all payments to CONTRACTOR under this Contract. Under no cjrcumstances shall checks be made
payable to a representative. Should a representative submit invoices to END USER for reimbursement of costs relating to an END USER
Purchase Order for products/services, the Invoice shall be forwarded to CONTRACTOR.
ARTICLE 21: REPORTING REQUIREMENTS
Upon request by H-GAC, CONTRACTOR shall provide monthly written reports to H-GAC . Such reports may include, but are not
limited to the following; detailing of all orders received, scheduled production, and scheduled delivery under this contract.
If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any report or other documentation required by this
Contract, or otherwise fails to satisfactorily render performances hereunder, such failure may be considered cause for termination of this Contract.
ARTICLE 22: MOST FAVORED CUSTOMER CLAUSE
If MOTOROLA at any time during a contract period, routinely enters into agreements with other governmental customers within the State
of Texas, and offers the same or substantially the same products offered to H-GAC on a basis that provides prices more favorable than those
provided to H-GAC, MOTOROLA shall within ten ( I 0) business days thereafternotify H-GAC of that offering. The contract with H-GAC
shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract, wherein
MOTOROLA shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders purchased the same quantity
and under the same circumstances. H-GAC shall have the right and option at any time to decline to accept any such change, in which case
the amendment shall be deemed null and void . If MOTOROLA believes any apparently more favorable price charged and/or offered a
customer during the term of this agreement is not in fact most favored treatment, MOTOROLA shall within ten (I 0) business days notify H-
GAC in writing, setting forth the detailed reasons MOTOROLA believes aforesaid offer which has been deemed to be a most favored
treatment, is not in fact most favored treatment. H-GAC , after due consideration of such written explanation, may decline to accept such
explanation and thereupon the contract between H-GAC and MOTOROLA shall be automatically amended, effective retroactive ly, to the
effective date of the most favored agreement, to provide the same prices to H-GAC.
The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Motorola has in the State of
Texas . The term "pre-existing contracts " shall refer to contracts in existence as of the original effective date of the HGAC contract,
i.e. l/1/08.
The Partie s agree that the above MFC provision shall not apply to the sale of large communications systems ( one million dollars
(S 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 .
G :\CONTRAcnRA0!.08 .8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 6 of 10
The Parties accept the following definition of routine . A prescribed, detailed course of action to be fol/awed regularly; a standard
procedure.
ARTICLE 23: INDEMNIFICATION
The CONTRACTOR agrees, to the extent pennitted by law, to defend and hold harmless H-GAC, the State of Texas , the United
States Government and their respective board members, officers, agents, officials, and employees from any and all claims, costs, expenses
(including reasonable attorney fees), actions, causes of action, judgments, and liens arising as a result of and to the extent caused by the
CONTRACTOR'S negligent acts or omissions under this Contract, the CONTRACTOR'S non-performance of this Contract, or the
CONTRACTOR'S violation of any law, regulation or other standard incorporated herein . The CONTRACTOR shall notify H-GAC of the
threat of lawsuit or of any actual suit filed against the CONTRACTOR relating to this Contract.
• PRODUCT SPECIFIC ARTICLES 24-46 •
ARTICLES 24.15 AND 26 ARE COMBINED TO READ AS FOLLOWS:
PROCEDURAL STEPS ENUMERATED FOR SALES TO END USERS
I. All Cooperative Purchasing business will be processed in accordance with H-GAC's policies and procedw-cs, at contracted prices, and
shall include approved order processing charges.
2. END USER will access the Cooperative Purchasing Program through the H-GAC website and /or by submission of any duly
executed purchase order to a contractor having a valid contract with H-GAC and in a fonnat acceptable to H-GAC .
3. END USER will submit order(s) electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s)
directly to CONTRACTOR at contract prices, and also submit a copy to H-GAC .
4. The H-GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRACTOR and H-GAC ,
and invoice each END USER for (1) products/services purchased and (2) H-GAC'S applicable order processing charge .
5. Upon delivery, acceptance, and receipt ofan H-GAC CONTRACTOR's,docurnented invoice, END USER shall pay the H-GAC
CONTRACTOR the full amount of the invoice .
6. For orders of less than $ I 00,000, CONTRACTOR will promptly pay to H-GAC any order processing charges due, and in
any case, not later than sixty (60) calendar days after End User order is processed. Payments will be processed to H-GAC on
a monthly basis . For orders of$ 100,000 or more, CONTRACTOR will promptly pay to H-GAC any order processing
charges due, and in any case, not later than forty-five (45) calendar days after receipt of End User payment by Motorola .
7. Failure to promptly remit H-GAC's order processing charges may result in sanctions including, but not limited to, contract
termination.
8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER, according to the requirements of
the specifications, this Contract, and purchase order issued to CONTRACTOR by an END USER. All required equipment tests
shall be borne by CONTRACTOR.
9. CONTRACTOR shall promptly provide H-GAC and END USER with all information pertaining to delivery schedules.
CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification for any
specific purchase order when requested .
10. All prices are F.O.B. END USER'S location with all transportation charges prepaid and included in any invoice.
11 . All pricing shall be based on the current contract unless the H-GAC CONTRACTOR prior to receipt ofEND USER's purchase
order for delivery of any products/services has received H-GAC's prior wr itten approval for any price increases .
12 . The H-GAC CONTRACTOR agrees to accept the tenns of this agreement and to conduct all transactions based on pricing and
other terms of the contract including, but not limited to, the applicable H-GAC order processing charge . The CONTRACTOR
agrees to encourage END USERS to execute authorizing Interlocal contracts with H-GAC .
ARTICLE 27: PRE-PAYMENTS AND DISCOUNTS
G:\CONTRAcnRAOl--08 .8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 7 of 10
I. Progress and pre-payment d iscounts offered by CONTRACTOR shall be fully disclosed to END USER by
CONTRACTOR'S representative and subsequently listed on the END USER'S purchase order to
CONTRACTOR.
Discounts may be offered by CONTRACTOR based on s imilarly constructed products and quantity purchases .
Discounts may be stated in either dollar amount or percentage and shall be applicable to CONTRACTOR defined
number of similar un its .
2. CONTRACTOR shall be the sole source of detennination as to similar designation .
ARTICLE 28: LIABILITY INSURANCE
CONTRACTOR shall maintain proof of liab ility insurance in minimum amounts listed below and shall provide proof of said
insurance to H-GAC upon request.
General liability
Product liability
$1 ,000,000 per single occurrence
$1,000,000 per single occurrence
Insurance coverage shall be in effect for the length of the contract and any extensions thereof, plus the number of months or days
required to deliver any outstanding order after the close of the contract. Contractor shall promptly notify H-GAC of cancellation or changes
in insurance coverage during the contract period .
ARTICLE 29:
ARTICLE 30:
COMPLETION AND LIQUIDATED DAMAGES
(T/tis Anlc/e does not apply to this Contract)
COMPLIANCE WITH PROPOSAL SPECIFICATIONS
The contract herein provides certain details emphasizing the intent of the proposal specifications :
Warranties :
CONTRACTOR'S standard equipment warranty, as revised 4-1-00, shall be made a part of this Contract, a copy of which shall be
attached to this Document. H-GAC reserves the right to examine the language in this standard warranty and to accept or reject any
changes made after this date. H-GAC shall hold the CONTRACTOR responsible for the execution and effectiveness of all
product warranty. H-GAC shall look only to the CONTRACTOR as the sole source for solution to problems arising from
warranty claims. The CONTRACTOR agrees to respond directly to correction of warranty claims and to ensure reconciliation of
warranty claims which have been assigned to a third party.
Selection of Components"
The selection of quality components shall be detennined by the CONTRACTOR. Since durability and warranty provisions are an
inherent consideration in the selection process, H-GAC and the END USERS subject themselves to a trust relationship with the
CONTRACTOR to deliver a product which will comply with standards set for the specified product detail in the proposal
specifications.
Contractor's Default:
Should the contractor default in provid ing the equipment as specified in the specificati ons, and in thi s contract, recourse may be
exercised through the performance bond or other legal remedies.
Delivery to End User :
CONTRACTOR shall schedule deli ve ry to END USER sites in coordination with the relevant END USER's site.
Accessories and Options :
All accessories and options listed in the Option Table shall become part of this contract.
ARTICLE 31: DOCUMENTATION
CONTRACTOR will provide END USER Agency comp lete operating manuals on all equipment ordered.
ARTICLE 32: MANUFACTURER PRICE DECREASES/INCREASES
I . Except as provided in ARTICLE 35, No price increases shall be allowed during the first twelve (12) months of thi s
Contract period .
2. Any request fo r a price change must be subm itted to H-GAC on CONTRACTOR'S letterhead, must be signed by a
corporate officer, and must be received by H-GAC at leas t forty five ( 4 5) calendar d ays prior to the requested effective
G:\CONTRACI\RAO 1-08 .8\Motorola\ RADIO COMMUNI CATION/EMERGENCY RFSPONSE & MOBILE INTEROPERABLE EQUlPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page B of 10
date of the increase .
3. Price increase requests MUST be supported by documentation , acceptable to H-GAC , concerning CONTRACTOR'S
actual cost increase .
4. H-GAC reserves the right to accept or reject any price change request.
In cases involving contract extensions exceeding sixty-one (61) days beyond the stated expiration date of this Contract, CONTRACTOR
may request a price change based on the same conditions as stated above . However, the forty-fi ve ( 45) day prior notice is waived and H-
GAC will consider the request immed iately on receipt.
ARTICLE 33: CONTRACTOR'S FIRMWARE/SOFIWARE
CONTRACTOR provides firmware/software only under license . END USER agencies will not own such firmware/software and
will be authorized for its use only after proper completion of the CONTRACTOR'S Software Agreement Documentation except as
CONTRACTOR agrees to sell the Source Code to the END USER.
ARTICLE 34: SYSTEM PURCHASE AGREEMENT
It is agreed that the scope of this Contract is limited to the procurement of equipment and services defined in Motorola's Proposal
Response opened October 4, 2007 in response to the Proposal Specifications . It is further agreed that END USERS may use this Contract to
purchase systems and/or services . In such event, a separate agreement, making reference to this Contract, may be negotiated between the
CONTRACTOR, and the END USER. Said document shall be entitled , "System Purchase Agreement".
Using prices for products and services established in the Proposal Response opened October 4, 2007 , each "System Purchase
Agreement" shall define the associated costs for all such services . The "System Purchase Agreement" shall set forth all specific details of
the negotiated agreement. It may include, but is not limited to the following : • division of respon sibilities, • sites, • surface /subsurface
conditions, • system design technical requirements , • performance and schedule s, • coverage, • warranties, • installation and
implementation, • list of deliverables, • Title and Risk of Loss, • FCC Licensing, • software licensing, • acceptance criteria, • payment
terms, • documentation requirements, • changes , • customer delay , • termination for conven ience/default , • limitation of liability,
• training , • bonds , and • maintenance .
ARTICLE 35 : SUBSTITUTIONS AND DEVIATIONS
H-GAC agrees to the substitution of Contractor's new published list prices to include new offerings. Along with the price book,
Contractor will continue to provide a static discount structure to each part using published APC's (assigned product codes)
consistent with current discounts . The new pricing, submitted in CD format, will be updated bi-monthly and provide a published
sheet containing any changes within the CD format. Upon receipt of the CD, H-GAC will notify Contractor within five (5)
bus iness days if the price increases are not acceptable, or ifH-GAC requires more information to make the determination .
ARTICLE 36: BLANKET PERFORMANCE BOND
(This Article does not apply to this Contract)
ARTICLE 37: PERFORMANCE BOND ISSUED TO END USER
Optional Performance Bond s may be purchased and issued to the relevant END USER for an amount equal to the va lue of each
purchase order .
ARTICLE 38: INSPECTIONS BY H-GAC
CONTRACTOR agrees to provide access to H-GAC authorized personn el for inspection offacilities and audit of purchase orders
during the Contract period and for a period extend ing to the completion of any and all equipment ordered under the terms of this contract.
Site inspections shall be arranged not less than ten ( I 0) calendar days before said inspections and shall state the name( s) of persons who will
conduct the inspections . CONTRACTOR shall not incur expenses relat ing thereto .
ARTICLE 39: PROPOSAL PRICES OFFERED BY CONTRACTOR
The pricing li sted in CONTRACTOR'S Proposal Re sponse as stated on Forms D through Fshall be applicable to all produ ct s
ordered unde r the terms of this Contract. Additiona l discounts may be offered at the discretion and sole liability of the CONTRACTOR .
ARTICLE 40: CHANGE ORDER PROVISIONS
Texas statutes limit change order s to an amount not exceed ing twenty-five (25 %) of the proposal price . A de crease oflike amount
is also provided . For the purpose of H-GAC procedures , the propo sal price inc ludes the base proposal amount and all priced option s
submitted with the proposal response .
G:\CONTRACIIRAOl-08 .8\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Ini tial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 9 of 10
ARTICLE 41: ORDER CANCELLATION
In the event CONTRACTOR is unable to deliver a product/service by the scheduled delivery date, and the delay is caused by
factory production delays exceeding one hundred twenty (120) days from the delivery date set in the purchase order, said product/service
shall be subject to possible cancellation by END USER.
CONTRACTOR shall notify END USER and H-GAC of any conditions of Force Majeure that might cause delay in delivery of
products/services . (See Article 11: "Force Majeure"]
ARTICLE 42: ASSIGNMENT OR SUBLEASE OF RIGHTS
Neither party shall assign or sublease any rights under this contract without the written consent of the other party . (See Article:
"Subcontracts"]
ARTICLE 43: CHANGE OF OWNERSHIP
The CONTRACTOR shall notify H-GAC of any material change in name, ownership or control. Such notification shall be
supplied within ten ( I 0) business days of such change.
ARTICLE 44: NON-COMPETITION CLAUSE
A CONTRACTOR'S published or unpublished options may not compete with another CONTRACTOR'S base proposal
award .
ARTICLE 45: PRODUCER PRICE INDEX APPLIED TO CONTRACT EXTENSIONS
Consideration of any contract extension exceeding sixty-one (61) days beyond the stated expiration date of the original contract
period, may be subject to possible increases/decreases in the original proposal prices offered by the CONTRACTOR. The price
increases/decreases shall not exceed the Producer Price Index (PPI) for the latest available reporting period prior to expiration of the original
contract .
The relevant product code, as defined by the criteria of the U. S. Department of Labor's latest reporting period, shall be used to
determine the maximum price increase/decrease for the length of the contract extension . H-GAC shall establish the date of the latest
available report in determining the rate of increase/decrease based on direct communication with the U. S. Department of Labor .
ARTICLE 46: CONTRACT PERFORMANCE
CONTRACTOR must meet the following performance criteria at all times, and to H-GAC's complete satisfaction. Failure to do
so may be considered to be non-compliant performance and may result in contract termination at H-GAC's sole discretion .
I . CONTRACTOR shall maintain sufficient qualified staff to process Purchase Orders, and to respond promptly by telephone , fax ,
and email.
2. CONTRACTOR shall participate in orientation and training as may be required by H-GAC.
3. H-GAC reserves the right to request that a new Sales Representative be assigned to the contract (Proposal Specifications, General
Terms and Conditions).
4. CONTRACTOR shall provide toll free line(s) for access by H-GAC's End Users.
S. Motorola will use commercially reasonable efforts to encourage H-GAC End User Participants to purchase contracted items
through the H-GAC Contract.
6. All Products/services sold and delivered will include all current manufacturer 's standard features at no additional charge, and
meet all H-GAC requirements and spec ifications in all respects .
7. Scheduled delivery dates will be met in all cases unle ss prevented by Force Majeure .
G:\CONTRAC'J\RA.0 1-0S .S\Motorola\ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Sig Initial : __ _
RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT Page 10 of 10
This contract, signed in two originals by both parties , shall become effective on the First day of January , 2008
and shall remain in effect for a period ending on the Thirty First day of December, 2009 at Midnight Central
Time . The incorporated copies of Proposal Specifications numbered RAOl-08 Tenns and Conditions ,
and Proposaler's Response documents as identified in Article I shall become part of this contract.
Signed for Houston Galveston
Area Council
Houston , TX
Attest for Houston Galveston
Area Council
Houston, TX
Signed for Motorola, Inc.
es
Fanners Branch, TX
(' , ...... ,.
Attest for Motorola, Inc.
Date : ~/ 20_!#
Printed Name & Title : EdfUtLCef l;f ~t ,,C
ll1SSJ th'c.e ,.e!j, e/\
Fanners Branch, TX ~~·~
Date · d2,//dI,o;7 1
~ I u fr Printed Name & Title : pr; 'fPI' y'.H//#1 Yl'«~r"
G:\CONTRACI\RAOl-08 .8\Motorola \ RADIO COMMUNICATION/EMERGENCY RESPONSE & MOBILE INTEROPERABLE EQUIPMENT
Si g Initial : __ _
This warranty applies within the fifty (50) United States, the District of Columbia and
Canada.
UMITED WARRANTY
MOTOROLA COMMUNICATION PRODUCTS
If the affected product is being purchased pursuant to a written Communications System
Agreement signed by Motorola, the warranty contained in that written agreement will apply.
Otherwise, the following warranty applies.
I. WHAT THIS WARRANTY COVERS AND FOR HOW LONG:
Motorola Inc . or, if applicable, Motorola Canada Limited ("Motorola") warrants the
Motorola manufactured radio communications product, including original equipment crystal
devices and channel elements ("Product''), against material defects in material and
workmanship under normal use and service for a period of One (1) Year from the date of
shipment.
Motorola, at its option, will at no charge either repair the Product (with new or
reconditioned parts), replace it with the same or equivalent Product (using new or
reconditioned Product), or refund the purchase price of the Product during the warranty
period provided purchaser notifies Motorola according to the terms of this warranty .
Repaired or replaced Product is warranted for the balance of the original applicable warranty
period. All replaced parts of the Product shall become the property of Motorola.
This express limited warranty is extended by Motorola to the original end user purchaser
purchasing the Product for purposes of leasing or for commercial, industrial, or
governmental use only, and is not assignable or transferable to any other party. This is the
complete warranty for the Product manufactured by Motorola. Motorola assumes no
obligations or liability for additions or modifications to this warranty unless made in writing
and signed by an officer of Motorola . Unless made in a separate written agreement between
Motorola and the original end user purchaser, Motorola does not warrant the installation,
maintenance or service of the Product.
Motorola cannot be responsible in any way for any ancillary equipment not furnished by
Motorola which is attached to or used in connection with the Product, or for operation of the
Product with any ancillary equipment. and all such equipment is expressly excluded from
this warranty. Because each system which may use the Product is unique, Motorola
disclaims liability for range, coverage, or operation of the system as a whole under this
warranty.
II. GENERAL PROVISIONS:
This warranty sets forth the full extent of Motorola's responsibilities regarding the
Product. Repair, replacement or refund of the purchase price, at Motorola's option, is the
exclusive remedy. THIS WARRANTY IS GNEN IN LIEU OF ALL OTHER EXPRF.SS
WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDffiONS,
EXPRFSS OR IMPLIED, INCLUDING lliE lMPUED WARRANTIES OR CONDITIONS OF
MERCHANTABILITY AND ITTNESS FOR A PARTICULAR PURPOSE . IN NO EVENT
SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE
OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
COMMEROAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPEOAL,
INDIRECT OR CONSEQUENTIAL DAMAGES ARISING our OF THE USE OR INABILITY
TO USE SUCH PRODUCT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW .
m. HOW TO GET WARRANTY SERVICE:
Purchaser must notify Motorola's representative or call Motorola's Customer Response
Center at 1-800-247-2346 within the applicable warranty period for information regarding
warranty service.
IV. WHAT THIS WARRANTY DOES NOT COVER:
A) Defects or damage resulting from use of the Product in other than its normal and
customary manner.
B) Defects or damage from misuse, accident, water, or neglect.
C) Defects or damage from improper testing, operation, maintenance, installation,
alteration, modification, or adjustment.
D) Breakage or damage to antennas unless caused directly by defects in material
workmanship.
E) A Product subjected to unauthorized Product modifications, disassem.blies or repairs
(including, without limitation, the addition to the Product of non-Motorola supplied
equipment) which adversely affect performance of the Product or interfere with
Motorola's normal warranty inspection and testing of the Product to verify any warranty
claim .
F) Product which has had the serial number removed or made illegible .
G) Batteries (they carry their own separate limited warranty).
H) Freight costs to the repair depot.
I) A Product which, due to illegal or unauthorired alteration of the software/firmware in
the Product. does not function in accordance with Motorola's published specifications or
with the FCC type acceptance labeling in effect for the Product at the time the Product
was initially distributed from Motorola.
D Scratches or other cosmetic damage to Product surfaces that does not affect the operation
of the Product.
I<) That the software in the Product will meet the purchaser's requirements or that the
operation of the software will be uninterrupted or error-free.
L) Normal and customary wear and tear.
M) Non-Motorola manufactured equipment unless bearing a Motorola Part Number in the
form of an alpha numeric number (i.e ., TDE6030B).
V. GOVERNING LAW
In the case of a Product sold in the United States and Canada, this Warranty is governed
by the laws of the State of niinois and the Province of Ontario, respectively.
VI. PA TENT AND SOFIW ARE PROVISIONS:
Motorola will defend, at its own expense, any suit brought against the end user
purchaser to the extent that it is based on a claim that the Product or its parts infringe a
United States patent, and Motorola will pay those costs and damages finally awarded against
the end user purchaser in any such suit which are attributable to any such claim, but such
defense and payments are conditioned on the following :
A) that Motorola will be notified promptly in writing by such purchaser of any notice of
such claim;
B) that Motorola will have sole control of the defense of such suit and all negotiations for its
settlement or compromise; and
q should the Product or its parts become, or in Motorola's opinion be likely to become, the
subject of a claim of infringement of a United States patent, that such purchaser will
permit Motorola, at its option and expense, either to procure for such purchaser the right
to continue using the Product or its parts or to replace or modify the same so that it
becomes non-infringing or to grant such purchaser a credit for the Product or its parts as
depreciated and accept its return. The depreciation will be an equal amount per year
over the lifetime of the Product or its parts as established by Motorola.
Motorola will have no liability with respect to any claim of patent infringement which is
based upon the combination of the Product ot its parts furnished hereunder with software,
apparatus or devices not furnished by Motorola, nor will Motorola have any liability for the
use of ancillary equipment or software not furnished by Motorola which is attached to or
used in connection with the Product The foregoing states the entire liability of Motorola
with respect to infringement of patents by the Product or any its parts thereof.
Laws in the United States and other countries preserve for Motorola certain exclusive
rights for copyrighted Motorola software such as the exclusive rights to reproduce in copies
and distribute copies of such Motorola software. Motorola software may be used in only the
Product in which the software was originally embodied and such software in such Product
may not be replaced, copied, distributed, modified in any way, or used to produce any
derivative thereof. No other use including, without limitation, alteration, modification,
reproduction, distribution, or reverse engineering of such Motorola software or exercise of
rights in such Motorola software is permitted. No license is granted by implication, estoppel
or otherwise under Motorola patent rights or copyrights.
Product
Code
A&B
Manufacturer
Attachment A
MOTOROLA, INC.
Radio Communication/Emergency Response & Mobile Interoperable Equipment
Contract No.: RAOl-08
Description
Per the RFP Motorola has included an Electronics Catalo2ue (ECAT), April 2007 Edition, on a CD media in lieu
of listiong each individual product and its ootions. In addition, the discount APC (Accountine Product Code)
sheet detailed below is to be used to calculate all individual Drices within the ECAT disk.
D Service Motorola lnteizration Services
Motorola offers wide range of services including Integration, Installation and Training.
D The cost of these services is regional in nature. Samples below are listed for reference
onlv.
D Pro iect Maniurement Dailv Rate•
D Svstem Ensdneerin2 Dailv Rate•
D System Technolo2ist Daily Rate•
D Standard Shon Installation: Hourlv Rate•
D Standard Shon Installation: Dailv Rate•
D Mobile Radio Installation•
D Radio Prol!fammin11:•
D Data Installation•
D •Prices mav V Arv bv Rc11:ion and Stated Scone. Travel Not Included
\I'( Ill',< Ill '\I'-Pl I{ I C \ I l'IW I BOOI,
~ ECAT rAt .. oorv %Discount
153 Data Applications 15%
297 Data Applications 0%
333 Data Applications 0%
339 Data Applicatio ns 0%
879 Data Annlications 0%
Data Subscriber
87 Devices 0%
Data Subscriber
137 Devices 5%
Data Subscriber
170 Devices 5%
Data Subscriber
171 Devices I O"/o
Data Subscriber
225 Devices 10%
Data Subscriber
312 Devices 20%
Data Subscriber
343 Devices 22%
Data Subscriber
508 Devices 10"/o
Data Subscriber
708 De vices 10%
Base Offered
Price
$1,500
$1 soo
$1 800
$125
$850
$ISO-$350
$45-$100
$150-$350
Data Subscriber
736 Devices 22%
Data Subscriber
855 Devices l 00/o
214 Fixed Data Products I 00/o
275 Fixed Data Products 10%
224 Fixed Data Products 10%
403 Fixed Data Products 10"/o
469 Fixed Data Products 10%
499 Fixed Data Products 10%
Fixed Network
222 Equipment 0%
Fixed Network
381 Equipment 5%
Fixed Network
403 IEauipment 10%
218 Fixed Stations 20%
281 Fixed Stations 18.50%
301 Fixed Stations 20%
360 Fixed Stations 15%
448 Fixed Stations 200/o
509 Fixed Stations 20%
512 Fixed Stations 23%
537 Fixed Stations 20%
590 Fixed Stations 20%
595 Fixed Stations 15%
675 Fixed Stations 20%
676 Fixed Stations 20%
680 Fixed Stations 20%
780 Fixed Stations 0%
793 Fixed Stations 10%
Fixed Station
207 Accessories 10%
Fixed Station
273 Accessories 10%
Fixed Station
277 Accessories 20%
Fixed Station
301 Accessories 20%
Fixed Station
524 Accessories 15%
Fixed Station
525 Accessories 15%
Fixed Station
687 Accessories 18%
Fixed Station
207 Antenna Systems 10%
Fixed Station
118 Controls 15%
Fixed Station
124 Controls 15%
Fixed Station
129 Controls 20%
Fixed Station
202 Controls 15%
Fixed Station
207 Controls 10%
Fixed Station
228 Controls 30%
Fixed Station
229 Controls 5%
Fixed Station
261 Controls 5%
Fixed Station
322 Controls 15%
Fixed Station
377 Controls 10%
Fixed Station
404 Controls 20%
Fixed Station
443 Controls 18.50%
Fixed Station
448 Controls 20%
Fixed Station
454 Controls 15%
Fixed Station
708 Controls 10"!.,
Fixed Station
729 Controls 0%
Fixed Station
740 Controls l 00/o
291 Mobile Accessories 15%
554 Mobile Accessories 15%
644 Mobile Accessories 15%
103 Mobile Stations 20%
109 Mobile Stations 15%
185 Mobile Stations 0%
189 Mobile Stations 15%
276 Mobile Stations 18 .50%
287 Mobile Stations 10.00%
374 Mobile Stations 15%
412 Mobile Stations l 00/o
500 Mobile Stations 200/o
514 Mobile Stations 18%
518 Mobile Stations 18%
672 Mobile Stations 200/o
775 Mobile Stations 15%
776 Mobile Stations 200/o
792 Mobile Stations 00/o
869 Mobile Stations 20%
131 Network Products 10%
147 Network Products 10%
207 Network Products 10%
136 P112er/Rcceiver 10%
169 P112ers 10%
Portable
Radiophone
15 Portables) 15%
Portable
Radiophone
177 (Portables) 15%
Portable
Radiophone
185 (Portables) 0%
Portable
Radiophone
205 Portables) 25%
Portable
Radiophone
276 Portables) 18 .50%
Portable
Radiophone
320 (Portables) 20%
Portable
Radiophone
355 (Portables) 0%
Portable
Radiophone
407 (Portables) 25%
Portable
Radiophone
453 (Portables) 20%
Portable
Radiophone
476 (Portables) 20%
Portable
Radiophone
672 (Portables) 20%
Portable
Radiophone
687 Portables) 18%
Portable
Radiophone
721 (Portables) 20%
Portable
Rad iophone
749 !(Portables) 15%
Portable
Radiophone
841 (Portables) 15%
Radioware
232 Solut ions 20%
129 Radius Products 20%
159 Radius Products 20%
169 Radius Products 20%
185 Radius Products 0%
262 Radius Products 200/o
271 Radius Products 20%
291 Radius Products 20%
962 Radius Products 20%
372 Radius Products 20%
; 417 Radius Products 20%
433 Radius Products 200/o
456 Radius Products 200/o
457 Radius Products 200/o
459 Radius Products 20"/o
476 Radius Products 20%
515 Radius Products 20%
547 Radius Products 20"/o
5S4 Radius Products 200/o
555 Radius Products 20%
S77 Radius Products 20%
644 Radius Products 200/o
682 Radius Products 200/o
706 Radius Products 200/o
742 Radius Products 20"/o
744 Radius Products 200/o
780 Radius Products 20%
18S Radius Products 20%
793 Radius Products 200/o
19S Radius Products 20%
136 Receivers 100/o
509 Receivers 20%
512 Recei vers 23%
743 Receivers IS%
137 Secure Solutions 5%
201 Secure Solutions 5%
229 Secure Solutions S%
424 Secure Solutions 15%
443 Secure Solutions IS%
462 Secure Solutions 5%
524 Secure Solutions 15%
S25 Secure Solutions IS%
Software
195 Uo2Tades/Flashport 0%
Software
371 Uo2Tades/FlashPOrt 0%
Software
430 Uo2Tades/Flashport 20"/o
Software
647 Uo2Tades/Flashport 0%
Software
729 Uo2Tades/Flashport 0%
Software
823 Uo2rades/Flashport 0%
Trunking Products
39 and Systems 10%
Trunking Products
40 and Svstems IS%
.
Trunking Products
41 and Systems 10%
Trunking Products
85 and Systems 15%
Trunking Products
112 and Systems 15%
Trunking Products
115 and Systems 10%
Trunking Products
152 and Systems 5%
Trunking Products
277 and Systems 20%
Trunking Products
280 and Svstems 18.50%
Trunking Products
281 and Systems 18 .50%
Trunking Products
377 and Systems 10%
Trunking Products
495 and Svstems 15%
Trunking Products
593 and Systems 23%
Trunking Products
647 and Systems 0%
Trunking Products
708 and Systems 10%
Trunking Products
877 and Systems 18.50%
37 Wireless Mobility 5%
38 Wireless Mobility 5%
484 Wireless Mobility 5%
563 Wireless Mobility 5%
606 Wireless Mobility 15%
683 Wireless Mobility 15%
832 Wireless Mobility 10%
977 Wireless Mobility 5%
AMENDMENT No. 2 to CONTRACT No. RAOl-08
For
Radio Communication/Emergency Response & Mobile Interoperable Equipment
Between
HOUSTON-GALVESTON AREA COUNCIL
And
MOTOROLA, INC.
THIS AMENDMENT modifies the above referenced Contract as follows :
The Contract is extended through December 31, 2011 Midnight CT.
All other terms and conditions of this Contract shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly
authorized representatives .
Signed for Houston-Galveston Area Council,
Houston , Texas
Attest for Houston-Galveston Area Council,
Houston, Texas
Signed for: Motorola, Inc.
Printed Name & Title:
Attest for : Motorola, Inc.
Printed Name & Title:
1 , irector of Public Services
Date: ili. / · , 20 _{J3_
Date : Oc.1' "o , 20 6' ----~----
Rev ised 2 .7.06
:;
111&C J3.eview
~ .
Official site of the City of Fort Worth, Texas
City Council Agenda FORT \\''ORTH
~
COUNCIL ACTION: Approved on 11/16/2010 -Ord. No. 19432-11-2010
DATE: 11/16/2010REFERENCE NO.:**C-24586 LOG NAME: 04FW CONVENTION CENTER
PUBLIC SAFETY RADIO SYSTEM
CODE: C TYPE: CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize the Execution of an Agreement with Motorola Inc., Using a Houston-Galveston Area Contract No. RA -01-
08 for Equipment and Professional Services to Install Public Safety Radio System Infrastructure at the Fort Worth
Convention Center at a Cost of $160 ,354 .00 , and Adopt Appropriation Ordinance Increasing Appropriations in the
Culture and Tourism Fund by the Same Amount and Decrease the Unaudited, Unreserved,
Undesignated Fund Balance of that Fund by the Same Amount
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize execution of an Agreement with Motorola Inc., Using Houston-Galveston Area Contract No. RA 01-08 for Equipment
and Professional Services to install Public Safety Radio System Infrastructure at the Fort Worth Convention Center at a cost of
$160 ,354 .00; and
2. Adopt the attached appropriation ordinance increasing appropriations in the Culture and Tourism Fund in the amount
of $160 ,354 .00 and decreasing the unaudited, unreserved, undesignated fund balance by the
same amount.
DISCUSSION:
This M&C is for the purchase of a Bi-Directional Amplifier (BDA) necessary to improve public safety radio coverage at the Fort
Worth Convention Center. Recent construction in the downtown area , such as the City's Houston Street Garage, has partially
blocked the Fort Worth Convention Center from the City's radio transmission sites. As a result, the coverage for public safety radio
communications has been severely impacted within the Convention Center structure .
BDA systems , such as the one proposed , are used to provide radio system coverage within facilities where radio system signals
are blocked or too weak to penetrate the structure. The implementation of a BDA system at the Fort Worth Convention Center will
restore the radio coverage necessary to support public safety personnel operating during public events .
Staff recommends the execution of an agreement with Motorola Inc. to provide this service utilizing the Houston-Galveston Area
Contract (HGAC) No . RA 01-08 . Motorola is the manufacturer of the City's public safety radio system .
The IT Sourcing Initiative will have no impact on this project.
The Texas lnterlocal Cooperation Act permits joint participation by local governments , states , state agencies and non-profit
corporations to use the Houston-Galveston Area Council (H -GAC) Cooperative Purchasing Program . Purchases made by using H-
GAC procedures satisfy otherwise applicable competitive bidd ing requirements .
M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the IT Solutions Department and
approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier
opportunities are negl igible.
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=l4274&coundldate=ll/16/2010 (1 of 2) (11/17/2010 12 :43:45 PM ]
M&C Revi ew ~ -
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations and adoption of the
attached supplemental appropriation ordinance , funds will be available in the current operating budget, as appropriated , of the
Culture and Tourism Fund. Upon approval , the unaudited, unreserved, undesignated fund balance of the Culture and Tourism
Fund will exceed the minimum reserve as outlined in the Financial Management Policy Statements .
TO Fund/Account/Centers
2) GG04 539120 0246000 $160,354 .00
Submitted for City Manager's Office by:
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
04FW CONV CTR PUBLIC SAFETY RADIO SYSTE AO .doc
FROM Fund/Account/Centers
GG04 539120 0246000 $160 ,354.00
Karen Montgomery (6222)
Peter Anderson (8781)
Steve Streiffert (2221)
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=l4274&councildate=ll/l6/2010 (2 of 2) [11/17/2010 12:43:45 PM]