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Motorola Services Agreement
Service Terms and Conditions
This Services Agreement ("Agreement") is entered into by and between Motorola Solutions, Inc.
("Motorola") and the City of Fort Worth ("City" or "Customer"), a Texas home rule municipality,
individually referred to as a "party," collectively referred to as the "parties," and hereby agree as follows:
Section 1 APPLICABILITY
These Service Terms and Conditions apply to service contracts whereby Motorola will provide to
Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2)
installation services under a Motorola Installation Agreement.
Section 2 DEFINITIONS AND INTERPRETATION
2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service
Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are
incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these
Service Terms and Conditions take precedence over any cover page, and the cover page takes
precedence over any attachments, unless the cover page or attachment states otherwise.
2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added
to this Agreement.
2.3. "Services" means those installation, maintenance, support, training, and other services described
in this Agreement.
Section 3 ACCEPTANCE AND TERM
Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by both Motorola and the
Customer ("Start Date") and shall expire June 30, 2015 ("Expiration Date").
Section 4 SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of
work or other document attached to this Agreement. At Customer's request, Motorola may also provide
additional services at Motorola's then -applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be
used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and
routine service procedures that are prescribed by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same
system as the initial Equipment, the additional equipment may be added to this Agreement and will be
billed at the applicable rates after the warranty for that additional equipment expires.
4.4. All Equipment must be in good working order on the Start Date or when additional equipment is
added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial
and model number list of the Equipment. Customer must promptly notify Motorola in writing when any
Equipment is lost, damaged, stolen or taken out of service Customer's obligation to pay Service fees for
this Equipment will terminate at the end of the month in which Motorola receives the written notice. __
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4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in
hazardous environments.
4.6. If Equipment cannot, in the parties' reasonable opinion, be properly or economically serviced for
any reason, the parties may mutually agree to modify the scope of Services related to that Equipment;
remove that Equipment from the Agreement; or increase the price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to
Customer's notification in a manner consistent with the level of Service purchased as indicated in this
Agreement.
Section 5 EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged
from use in other than the normal, customary, intended, and authorized manner; use not in compliance
with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect,
acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the
normal operation of the Equipment, such as batteries or magnetic tapes; upgrading or reprogramming
Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or
tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission
medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
Section 6 TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at
Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment
with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of
liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer
will provide all information pertaining to the hardware and software elements of any system with which the
Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this
Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or
expenses associated with helicopter or other unusual access requirements; if these charges or expenses
are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola
for those charges and expenses.
Section 7 CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that
will be available twenty-four(24) hours per day, seven (7) days per week, and an escalation procedure to
enable Customer's personnel to maintain contact, as needed, with Motorola.
Section 8 PAYMENT
Payment under this Agreement shall not exceed $4884.00. Unless alternative payment terms are stated
in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges
will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the
invoice date. Customer is a tax exempt entity and shall not be liable for any taxes pursuant to this
Agreement.
City of Fort Worth_Motorola Services Agreement,Terms and Conditions
Issue Date Valid through December 31,2017
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Notwithstanding any of the foregoing, in the event no funds or insufficient funds are appropriated by the
Customer in any fiscal period for any payments due hereunder, Customer will notify Motorola of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the Customer of any kind whatsoever, except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
Section 9 WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and
workmanship for a period of ninety (90) days from the date the performance of the Services are
completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-
perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-
conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 10 DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-
performing party a written and detailed notice of the default. The non-performing party will have thirty
(30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non-performing party fails to
provide or implement the cure plan, then the injured party, in addition to any other rights available to it
under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred
pursuant to this Agreement, including payments which may be due and owing at the time of termination.
All sums owed by Customer to Motorola will become due and payable immediately upon termination of
this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide
Services.
Section 11 LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty,
negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law,
but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH
THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT NEITHER PARTY SHALL BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS
OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL,
INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO
THIS AGREEMENT. MOTOROLA AGREES TO DEFEND, INDEMNIFY AND HOLD CUSTOMER
HARMLESS TO THE EXTENT SET FORTH HEREIN IN THIS SECTION 11. No action for contract
breach or otherwise relating to the transactions contemplated by this Agreement may be brought more
than four (4) years after the accrual of the cause of action, except for money due upon an open account.
This limitation of liability will survive the expiration or termination of this Agreement and applies
notwithstanding any contrary provision.
Section 12 EXCLUSIVE TERMS AND CONDITIONS
12.1. This Agreement supersedes all prior and concurrent agreements and understandings between
the parties, whether written or oral, related to the Services, and there are no agreements or
City of Fort Worth_Motorola Services Agreement,Terms and Conditions
Issue Date Valid through December 31,2017
Page 3 of 7
representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized
representatives of both parties.
12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this
Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no
event will either party be bound by any terms contained in a Customer purchase order,
acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing
specifically refers to this Agreement; clearly indicates the intention of both parties to override and modify
this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY
RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or
otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed
proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may
not disclose, without Motorola's written permission or as required by law, rule, regulation or court order,
any confidential information or data to any person, or use confidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations set forth in this Section
survive the expiration or termination of this Agreement.
112. Unless otherwise agreed in writing, or otherwise required to be disclosed by law, all information
disclosed in any manner or at any time by Customer to Motorola will be deemed confidential. Except as
provided in Section 17.9 herein, Motorola will have no obligation to provide Customer with access to its
confidential and proprietary information, including cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership
right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including
any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal
Communications Commission or any other federal, state, or local government agency and for complying
with all rules and regulations required by governmental agencies. Neither Motorola nor any of its
employees is an agent or representative of Customer in any governmental matters.
Section 15 COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, neither party
shall hire, engage on contract, solicit the employment of, or recommend employment to any third party of
any employee of either party or its subcontractors without the prior written authorization of the other party.
This provision applies only to those employees or subcontractors who are responsible for rendering
services under this Agreement. If this provision is found to be overly broad under applicable law, it will be
modified as necessary to conform to applicable law.
Section 16 MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola
for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will use
commercially reasonable efforts to safeguard all such property while it is in Customer's custody or control,
City of Fort Worth_Motorola Services Agreement,Terms and Conditions
Issue Date Valid through December 31,2017
Page 4 of 7
be liable for any loss or damage to this property caused by Customer, and return it to Motorola upon
request. This property will be held by Customer for Motorola's use without charge and, with the exception
of drawings and other documentation, may be removed from Customer's premises by Motorola at any
time during Customer's normal business hours, provided that Motorola has complied with all service
requirements as set forth in Section 4 and any attached Statement of Work. Motorola shall provide
Customer with a copy of all drawings and documentation prior to removal.
Section 17 GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will
continue in full force and effect.
17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the
laws of the State of Texas. Venue for any claim or action arising under this Agreement shall lie in the
State Courts in Tarrant County, Texas, or the United States District Court for the Northern District of
Texas, Fort Worth Division.
17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond
that party's reasonable control, such as strikes, material shortages, or acts of God.
17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its
duties under this Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or
obligations hereunder without the prior written consent of the other Party, which consent will not be
unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent
will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or
its right to receive payment without the prior consent of Customer, but shall provide Customer with thirty
(30) days prior written notice of any such assignment, and Motorola shall execute, or cause to be
executed, all necessary documents to effect such assignment or right to receive payment. In addition, in
the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by
way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"),
Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola,
assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and
Motorola and its affiliates, to the extent applicable)following the Separation Event.
17.7. THIS AGREEMENT MAY BE RENEWED, FOR TWO (2) ADDITIONAL TERMS OF ONE (1)
YEAR EACH, UPON MUTUAL WRITTEN CONSENT OF THE PARTIES. PRIOR TO THE RENEWAL
EITHER PARTY MAY NOTIFY THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE
AGREEMENT NOT LESS THAN THIRTY (30) DAYS PRIOR TO THE EFFECTIVE DATE OF THE
RENEWAL. At the time of renewal, Motorola may adjust the price of the Services to reflect an increase in
rates; however such rates shall not exceed 3% of the previous year's rate under this Agreement.
17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and
conditions in effect at the time of the termination or expiration will apply to those Services and Customer
agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates.
17.9 Motorola agrees that Customer shall, until the expiration of three (3)years after final payment under
this Agreement, 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 Agreement. Customer
City of Fort Worth_Motorola Services Agreement,Terms and Conditions
Issue Date Valid through December 31,2017
Page 5 of 7
may send a representative to a Motorola facility during normal business hours to conduct such limited
review, or at Customer's request Motorola will provide copies of the specific documents to Customer's
location for its review. Motorola books and records provided to Customer pursuant to this provision shall
not be used, duplicated or disclosed to any other third party without the express written permission of
Motorola, unless required by law. In no circumstances will Motorola be required to create or maintain
documents not kept in the ordinary course of Motorola's business operations, nor will Motorola be
required to disclose any information, including but not limited to product cost data, which it considers
confidential or proprietary to Motorola. Motorola agrees that Customer shall have access during normal
working hours to all necessary Motorola facilities and shall be provided adequate and appropriate
workspace in order to conduct audits in compliance with the provisions of this section. Customer shall
give Motorola reasonable advance notice of intended audits.
(a) Motorola further agrees to include in all its subcontractor agreements hereunder a provision to the
effect that the subcontractor agrees that Customer shall, until the expiration of three (3) years after final
payment under the subcontract, have access to and the right to examine and photocopy any directly
pertinent books, documents, papers and records of such subcontractor, subject to the provisions of the
paragraph above, involving transactions to the subcontract, and further, that Customer shall have access
during normal working hours to all subcontractor facilities, and shall be provided adequate and appropriate
workspace, in order to conduct audits in compliance with the provisions of this article together with
subsection(3) hereof. Customer shall give subcontractor reasonable advance notice of intended audits.
(b) Motorola and subcontractor agree to photocopy such documents as may be requested by
Customer. Customer 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.
17.10 (a) City Network Access. If Motorola, and/or any of its employees, officers, agents, servants or
subcontractors (for purposes of this section "Motorola Personnel"), requires access to the City's computer
network in order to provide the services herein, Motorola shall execute and comply with the City's
Network Access Agreement.
(b) Federal Law Enforcement Database Access. If Motorola, or any Motorola Personnel, requires access
to any federal law enforcement database or any federal criminal history record information system,
including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification
Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File
("NFF"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part
20"), for the purpose of providing services for the administration of criminal justice as defined therein on
behalf of the City under this Agreement, Motorola shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, and shall separately execute the Federal Bureau of
Investigation Criminal Justice Information Services Security Addendum.
17.11 Reporting Requirements.
For purposes of this section, the words below shall have the following meaning:
Child shall mean a person under the age of 18 years of age.
Child pornography means an image of a child engaging in sexual conduct or sexual performance as
defined by Section 43.25 of the Texas Penal Code.
Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing
device that performs logical, arithmetic, or memory functions by the manipulations of electronic or
magnetic impulses and includes all input, output, processing, storage, or communication facilities that are
connected or related to the device.
City of Fort Worth_Motorola Services Agreement,Terms and Conditions
Issue Date Valid through December 31,2017
Page 6 of 7
Computer technician means an individual who, in the course and scope of employment or business,
installs, repairs, or otherwise services a computer for a fee. This shall include installation of software,
hardware, and maintenance services.
If Motorola, or any employee of Motorola, meets the definition of Computer Technician as defined herein,
and while providing services pursuant to this Agreement, views an image on a computer that is or
appears to be child pornography, such employee of Motorola, or Motorola, shall immediately report the
discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at
the National Center for Missing and Exploited Children. The report must include the name and address of
the owner or person claiming a right to possession of the computer, if known, and as permitted by law.
Failure by Motorola and/or its employee to make the report required herein may result in criminal and/or
civil penalties.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the last day and year written below.
MOTOROLA SOLUTIONS, INC.
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By:
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Date:
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CONTRACT AUTHORIZATION:
M&C: — /7303
Date Approved:
City of Fort Worth_ Motorola
Issue Date
CITY OF FORT WORTH
By:
Susan Alanis
Assistant City Manager
Date:
ATTFST: p
By: Mary J. Kayser, City eci
APPROVED TO FORM AND LEGALITY:
B y`
Maleshia B. Farmer
Sr. Assistant City Attorney
Services Agreement nS n gd4- 2
Valid through Decer
Page 7of7
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MOTOROLA
Statement of Work
Subscriber Diagnostics
1.0 Description
Subscriber Diagnostics will coverage for any hardware,software or firmware defects, in addition to any
software updates released to the Model DX-1000c DiagnostX Over-the-Air Waveform Analyzer.
2.0 Motorola has the following responsibilities:
2.1 Cover any hardware defects that arrise during the the Maintenance period.
2.2 Cover any software defects that arrise during the the Maintenance period.
2.3 Cover any firmware defects that arrise during the the Maintenance period.
2.4 Provide software updates released during the Maintenance period.
2.5 Cover any shipping cost incurred in sending a faulty product in for repairs.
2.6 Repair or replace the unit after examination.
3.0 Customer has the following responsibilities:
3.1 Notify the Motorola Customer Support Manager of any defect discovered.
4.0 Exclusions:
4.1 Subscriber Diagnostics is only available in the market and to the customer whom it was sold.
4.2 Subscriber Diagnostics does not cover damage by Acts of God,power surge, misuse,abuse,
negligence, accident,wear and tear, mishandling, misapplication, intrusion or exposure to liquids
or other causes unrelated to defective materials or workmanship.
Page I 1
MOTOROLA SOLUTIONS
Attn: National Service Support/4th fl
1301 East Algonquin Road
(800) 247-2346
Company Name:
Attn:
Billing Address:
City, State, Zip:
Customer Contact:
Phone:
Date: 02/12/2014
Fort Worth, City Of
1000 Throckmorton St
Fort Worth,TX,76102
QTY MODEL/OPTION
SVCO2SVCO226A
1
SERVICES DESCRIPTION
***** Recurring Services *****
SUBSCRIBER DIAGNOSTICS
(DiagnostX)
SPECIAL INSTRUCTIONS - ATTACH
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
SERVICES AGREEMENT
Contract Number: S00001021980
Contract Modifier: RN12-FEB-14 14:47-21
Required P.O.:
Customer # .
Bill to Tag #:
Contract Start Date:
Contract End Date:
Anniversary Day:
Payment Cycle:
PO#:
Subtotal - Recurring Services
Subtotal - One -Time Event
Services
Total
Taxes
Grand Total
Yes
1012858843
0004
07/01/2014
06/30/2015
Jun 30th
ANNUAL
TBD
MONTHLY EXTENDED
EXT AMT
$407.00 1 $4,884.00
$ .00
$407.00
$ .00
$4,884.00
Nee
$407.00 1 $4,884.00
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING
JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA.
Subcontractor(s)
LOCUS DIAGNOSTICS LLC
City State
WEST FL
MELBOURN
E
received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms
and Conditions, a copy of whi9 is attached to this Service Agreement, is incorporated herein by this reference.
AUTHbRI2ED CUSTOMER SIGNATURE
Susan ]11uis
air
C M R (PRIN NAME)
MOTOROLA REPRESENTATIVE(SIGNAT
Kevin Lamb
MOTOROLA REPRESENTATIVE(P
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Ronald P. Gonzales' A
TITLE
( fl
DATE
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TITLE DATE
817-524-9072
HONE WPN®VE-
As s is tan t i ty' Attorney
Company Name: Fort Worth, City Of
Contract Number: S00001021980
Contract Modifier: RN12-FEB-14 14:47:21
Contract Start Date: 07/01/2014
Contract End Date: 06/30/2015
-M&C Review Page I of 3
Al
Offidai Site of the City of Fort Worth, Texas
FORTWO11TH
C I T Y. COUNCIL AGENDA
COUNCIL ACTION: Approved on 6/14/2011 - 19735-06-2011
DATE: 6/14/2011 REFERENCE NO.: G-17303 LOG NAME: 13TAX NOTES
11
CODE: G TYPE: NON-CONSENT PUBLIC NO
HEARING:
SUBJECT: Approve One-Time Exception to the Financial Management Policy Statements to Allow the
Use of Debt Structures Involving Balloon Payments for the Sole Purpose of Financing the
Upgrade to the City's Public Safety and Public Works Radio Communications System Via
Tax Notes, Adopt Ordinance Authorizing Issuance of Tax Notes in the Principal Amount of
$43,050,000.00, Approving the Sale of the Notes to JP Morgan Chase, Providing for the
Levy, Assessment and Collection of a Tax Sufficient to Pay the Interest on Said Notes,
Create a Sinking Fund for the Payment of the Principal Thereof and Ordaining Other
Matters Related Thereto, Authorize Execution of a System Purchase Agreement in the
Amount Not to Exceed $39,345,641.55 with Motorola Solutions, Inc., for Equipment and
Professional Services Using a Houston-Galveston Area Contract, and Authorize Execution
of Amendment No. 2 to City Secretary Contract No. 40264 with Buford Goff&Associates
to Provide Engineering and Quality Assurance Services in the Amount Not to Exceed
$2,900,000.00
1A01
RECOMMENDATION:
It is recommended that the City Council
t Approve a one-time exception to the Financial Management Policy Statements to allow the use of debt
structures involving balloon payments for the sole purpose of financing the upgrade to the City's Public
Safety and Public Works radio communications system via Tax Notes;
2. Adopt the attached ordinance authorizing the issuance of Tax Notes in the principal amount of
$43,050,000.00, approving the sale of the notes to JP Morgan Chase; providing for the levy, assessment
and collection of a tax sufficient to pay the interest on said notes and to create a sinking fund for the
payment of the principal thereof and ordaining other matters related thereto„
3. Authorize execution of a system purchase agreement in the amount not to exceed $39,345,641.55 with
Motorola Solutions, Inc., for equipment and professional services using Houston-Galveston Area Contract
number RA01-08; and
4. Authorize execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford Goff&
Associates to provide engineering and quality assurance services in the amount not to exceed
$2,900,000.00.,
DISCUSSION:
If approved, this M&C will approve a one-time exception to the Financial Management Policy Statements
(FMPS) regarding debt structures with balloon payments, authorize the issuance and sale of Tax Notes to
JP Morgan Chase in order to fund the project to upgrade the City's public safety and public works radio
communications system instead of using the Ilease-purchase agreement previously approved, and authorize
the execution of the related purchase and services agreements.,
The FMPS, adopted by the City Council on December 14, 2010, prohibits balloon debt repayment
schedules which consist of low annual payments and one large payment of the balance due at the end of
the term. However, due to a unique combination of circumstances, including rare market conditions,
financing restrictions, and the urgency of the project to ensure continued maximum public safety, staff is
seeking a one-time exception to the policy for the sole purpose of funding this long-term project via Tax
Notes is have a maximum life of seven years. The principal pay-down schedule would mirror a
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J InC i-eview.asl,)?If 15442&couiici.idite:=6/14/2011 8/l/2014
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M&C Review Pa. e 2 of
standard 10-year issue for the first six years, thus avoiding the spirit of typical balloon-payment financing. It
is anticipated that the Tax Notes will be refunded prior to final maturity to accomplish proper amortization
periods.
On May 17, 2011, (M&C P-11234 revised)the City Council approved the acquisition of hardware, software
and services to upgrade the City's public safety and public works radio communications system. On this
same M&C, the staff recommendation was to fund this project via a lease purchase agreement with
Motorola. On today's Agenda is M&C G-17302 for separate consideration as staff s recommendation to
rescind that authorization and repeal the related ordinances. Because of current market conditions„ the City
can finance this project quickly via Tax Notes, resulting in a projected savings of approximately
$500,000.00 annually over the lease-purchase cost. Although the method of financing is transferring from
lease-purchase to financed purchase, the general Fund will continue to be the source of repayment.
The upgrade to a current generation digital system will more effectively meet the requirements of first
responders, and fulfills state and federal objectives for interoperability amongst the region's similar
agencies. This system will replace the City's current system acquired in 1992, which is no longer supported
by the manufacturer..
On September 16, 2008, M&C C-23055 was approved„ authorizing Buford Goff and associates, Inc.„ (BGA)
to perform an assessment of the public safety radio system. In March 2009 BGA presented a report that
key components of the system had reached end of their life expectancy„ were no longer supported by the
manufacturer and could suffer failures when taxed by emergencies and increased traffic. In light of these
Factors, the City was encouraged to act as soon as possible.
On May 18, 2010, City Council approved M&C C-24221 authorizing BGA to develop a master plan for the
City to upgrade its radio systems, and negotiate a competitively-priced agreement with the City's
communications provider„ Motorola Solutions, Inc. The master plan reinforced the urgency of the 2009
study. Given the current fragile state of the system, Increasing service outages, the unavailability of
replacement parts, and the financial challenges the City is facing, the Master Plan attempted to balance
these factors and ensure a stable, reliable and secure communications infrastructure for Police, Fire, Water,
Transportation and Public Works, Parks and Community Service and other City departments.
On June 15, 2010, M&C C-24272 was approved to authorize the acquisition of the Project 25 (P25)
standard master switch, or the core, of a current generation radio system along with ones all site to
operate as a potential backup to the existing system. The plan proposed by GA and Motorola Solutions„
Inc., builds upon the installation of this master switch and the initial site.
Because of the magnitude of this project, the full build-out and migration is expected to require almost
months to complete. Assuming contract execution in July 2011„ the project would be scheduled for
completion in the first quarter of 2015.
The total cost of the project is estimated not to exceed $53,000,000.00.. This total includes $39,345,641.55
for hardware, software and services acquired through the System Purchase Agreement with Motorola
Solutions, Inc.; $2,900,000.00 for engineering, consulting, and other professional services from A
through March 20159 and additional costs for project management and site construction.Additional M&Cs
will be submitted to the City Council for approval ofthese other project costs as necessary.
Staff recommends execution of the System Purchase Agreement with Motorola Solutions. Under this
agreement, the system implemented will include expanded coverage areas, specifically in west Fort Worth
and at Texas Motor Speedway, and it will provide additional security Features which will help prevent
unauthorized monitoring of public safety communications transmissions. Public works personnel will also
utlize a segment of this system, and if a significant event occurs, public safety personnel will have access to
the public works portion as well. Ongoing support capabilities will be enhanced through 7x24 monitoring
and dispatch by Motorola's network operations center.
Staff also recommends execution of Amendment No. 2 to City Secretary Contract No. 40264 with Buford
Goff&Associates for the provision of engineering, consulting and other professional services through
March 2015. These services will include detailed work regarding system design reviews, frequency
licensing, acceptance testing and other critical program functions,
Staff is continuing to explore cooperative measures with other agencies for potential cost sharing and joint
participation. This project is structured in such a way to enable such measures if they are realized in the
future. It is anticipated that the Crime Control and Prevention District (CCPD)will transfer funds, at a future
littp://ap s,,cf.�viiet.org/cotincil_ ac :et/r.iic Ireview.a AD -1. 442&counci1 ate :6/1.4/201.1 /1/2014
`M&C Review Page 3 of 3
date via M&C, to offset a portion of the total cost and provide a funding source for the Fiscal Year 2012 debt
service payment. Additionally, it is anticipated that the City Manger's Proposed Budget will include General
Fund debt service transfers beginning in Fiscal Year 2013.
PRICE ANALYSIS -The HGAC contract offers fixed discounts ranging from five percent to 25 percent,
which remain unchanged from the previous purchase Agreement approved by City Council on March 18,
2008, M&C P-10750. Staff reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a
cooperative purchasing Agreement satisfies any state law requiring that the local government seek
competitive bids for purchase of the item. The Houston-Galveston Area Council contract was competitively
bid to increase and simplify the purchasing power of government entities.
M/WBE - Buford Goff and Associates, Inc., agrees to maintain its initial M/WBE commitment of five percent
that it made on the original agreement and extend and maintain that same M/WBE commitment of five
percent to this Amendment No. 2. Therefore Buford Goff and Associates, Inc., remains in compliance with
the City's M/WBE Ordinance and attests to its commitment by its signature on the Acceptance of Previous
M/WBE Commitment form executed by an authorized representative of its company. A waiver of the goal
for M/WBE subcontracting requirements for Motorola Solutions, Inc., was approved by the M/WBE Office
because the purchase of goods or services is from sources where subcontracting or supplier opportunities
are negligible.
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that funds will be available upon completion of the
sale, closing and delivery of approximately $43,050,000.00 City of Fort Worth, Texas, Tax Notes, Series
2011.
The Financial Management Services Director also certifies that funds will be available to make the debt
service payments on these obligations, and funds will be available in the General Fund, as appropriated, to
satisfy the City's obligations.
TO Fund/Account/Centers FROM Fund/Account/Centers
Submitted for City Manager's Office by: Karen Montgomery (6222)
Originating Department Head: Lena Ellis (8517)
Additional Information Contact: James Mauldin (2438)
ATTACHMENTS
note ord draft 060611.doc
http://apps.cfwnet.org/council_packet/mc_review.asp?ID=15442&councildate=6/14/2011 8/1/2014