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Home My WebLink AboutContract 46251 CITY OF • ' WORTH, P25 SYSTEM ..SECRETARY, I MAINTENANC CT NO. r R ICIAL RECORD SECRETARY WORTI19 TX © MOTOROLA RECEIVED DEC 1 51-M The design,technical,pricing,and other information("Information")furnished with this submission is proprietary information of Motorola Solutions,Inc. ("Motorola")and is submitted with the restriction that it is to be used for evaluation purposes only.To the fullest extent allowed by applicable law,the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola. MOTOROLA,MOTO,MOTOROLA SOLUTIONS,and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license.SYMBOL is a trademark owned by Symbol Technologies,Inc.,which is a wholly owned subsidiary of Motorola Solutions,Inc.All other trademarks are the property of their respective owners.©2013 Motorola Solutions,Inc.All rights reserved. Motorola Solutions,Inc. 1507 LBJ Freeway,Suite 700 Farmers Branch,TX.75234 USA December 1,2014 Alan Girton, Senior Manager IT Security/Communications City of Fort Worth 1515— 11TH Ave. Fort Worth,TX 76102 Dear Mr. Girton: Motorola Solutions,Inc. ("Motorola") is pleased to have the opportunity to provide the City of Fort Worth with quality communications equipment and services. The Motorola project team has taken great care to propose a solution to address your needs and provide exceptional value. To address the City's needs,Motorola's solution includes a combination of hardware, software, and implementation services to execute one system infrastructure upgrade to the current P25 system within a two-year period as major system releases become available.This service is known as the ASTRO 25 System Upgrade Agreement II(SUA lI). ASTRO 25 system releases are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements. System releases may also ( include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola's System Integration Test lab. This proposal is subject to the terms and conditions of the contract between Houston- Galveston Area Council and Motorola Solutions,Inc., effective May 1, 2012 and the enclosed System Upgrade Agreement(SUA),and is valid until December 19,2014.Motorola would be pleased to address any concerns the City may have regarding the proposal.Any questions can be directed to your Motorola Solutions Account Executive,Trevlyn Pitner, at (817)470-1155. We thank you for the opportunity to furnish the City of Fort Worth with our SUA H solution and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, Motorola Solutions, Inc J Edward Fuerst Motorola Solutions Sales and Services, Inc. Vice President North America Government Markets TABLE OF CONTENTS Section 1 Motorola Service Agreement.............................................................................................................1-1 Section 2 Termsand Conditions........................................................................................................................2-1 Section 3 PricingSummary................................................................................................................................3-1 3.1 Pricing Summary................................................................................................................3-1 3.1.1 System Upgrade Agreement II 10 Years........................................................................3-1 3.1.1.1 System Upgrade Agreement I1 10 Years Calendar Year Breakout........................3-3 Section 4 Statementof Work.............................................................................................................................4-1 4.1 ASTRO 25 System Upgrade Agreement II (SUA II)...........................................................4-1 4.1.1 Description of Service and Obligations ..........................................................................4-1 4.1.2 Upgrade Elements and Corresponding Party Responsibilities.......................................4-3 4.1.3 Exclusions and Limitations.............................................................................................4-5 4.1.4 Special Provisions..........................................................................................................4-5 Section 5 CustomerSupport Plan .....................................................................................................................5-1 5.1 Revision History.................................................................................................................5-1 5.2 Introduction ........................................................................................................................5-1 5.2.1 Customer Support Manager...........................................................................................5-2 5.2.2 Account Manager...........................................................................................................5-2 5.3 Overview of Services .........................................................................................................5-2 5.3.1 System Upgrade Agreement II (SUA 11) .........................................................................5-2 5.4 Warranty and/or Service Agreement Information...............................................................5-3 5.5 How To Obtain Services ....................................................................................................5-3 5.5.1 How to Obtain Software Agreement Releases (SUA II).................................................5-3 5.6 Above Contract Services....................................................................................................5-3 5.7 Glossary and Terms and Acronyms...................................................................................5-4 5.8 Customer Contacts ............................................................................................................5-5 5.8.1 Site Summary.................................................................................................................5-6 City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Table of Contents i SECTION 1 MOTOROLA SERVICE AGREEMENT The Service Agreement Terms and Conditions that follow have been previously negotiated and agreed upon between the City of Fort Worth and Motorola. City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Motorola Service Agreement 1-1 SERVICES AGREEMENT M0r0#W0JL-A% SOLUTIONS Attn:National Service Support/4th fl Contract Numer: S00001022068 1301 East Algonquin Road Contract Modifier: RN03-OCT-14 04:54:21 (800)247-2346 Date: 11/18/2014 Company Name: Fort Worth, City of Required P.O.: No Attn: Customer# : 1012858843 Billing Address: 1000 Throckmorton St Bill to Tag# : 0004 City, State, Zip: Fort Worth, TX, 76102 Contract Start Date: 01/01/2015 Customer Contact: Contract End Date: 12/31/2024 Phone: Anniversary Day: Dec 31 st Payment Cycle: ANNUAL PO# : QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY EXT EXTENDED AMT SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 28,224.72 $ 3,386,966.52 Fort Worth (Core & RF) SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 7,659.39 $ 919,127.07 Fort Worth (Dispatch) SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 5,756.44 $ 690,772.26 Johnson County SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 2,451.53 $ 294,183.72 Burleson (Johnson County) SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 847.21 $ 101,665.64 Tarrant County College SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 6,492.16 $ 779,059.79 NETCO SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 678.70 $ 81,444.27 Forest Hill SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 698.14 $ 83,777.02 Fort Worth T SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 949.14 $ 113,896.84 Tarrant County Sheriffs Office SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 2,544.71 $ 305,365.07 Mansfield SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 1,113.69 $ 133,643.22 North Richland Hills SVC04SVC0178A SYSTEM UPGRADE AGREEMENT II $ 4,060.26 $ 487,230.67 MedStar SPECIAL INSTRUCTIONS-ATTACH Subtotal- Recurring Service $ 61,476.10 $ 7,377,132.09 STATEMENT OF WORK FOR PERFORMANCE Subtotal -One-Time Event Services $ - $ - DESCRIPTIONS Total $ 61,476.10 $7,377,132.09 Taxes $ - $ - Grand Total $ 61,476.10 1 $ 7,377,132.09 THIS SERVICE IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLA,TO BE VERIFIED BY MOTOROLA Subcontractor(s) City State MOTOROLA NIO SSA TEAM SCHAUMBURG IL MOTOROLA SOLUTIONS-T6 SYSTEMS UPGRADE (C13706) AUSTIN TX MOTOROLA SOLUTIONS, INC. T6 SYSTEM FARMERS MANAGER (DO197) BANCH TX �eceived Statement of Works that describer the serivices provided on this Agreement. Motorola's Service Terms and -onditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference 4 L.-D-0 AUTHOR IQDY USTOMER SIGNATURE TITLE DATE Susan Alania Assistant CitY MflmagW CUSTOMER (PRINT NAME) AUTHORIZED CUSTOMER SIGNATURE TITLE DATE CUSTOMER (PRINT NAME) AUTHORIZED CUSTOMER SIGNATURE TITLE DATE a CUSTOMER (PRINT NAME) '1THORIZED CUSTOMER SIGNATURE - D �' o APIW TO � l I,I9l'S: 8 0� o \ n y6��CpPQ�B�pO Dtdale8hi Fates Senior Assistant city Ztto=cw H&C: - C_- a 11 A 7 ary Ser, City Secretary rift*ea 12 4-0-f_ ISTOMER (PRINT NAME) MOTOROLA REPRESENNTA IVE ( IGN URE) TITLE DATE L� G[ u> r r c4 Ir r t-e r.� -t MOTOROLA REPRESENTATIVE (PRINT NAME) SECTION 2 TERMS AND CONDITIONS Terms and Conditions are included on the following pages. City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Terms and Conditions 2-1 SYSTEM UPGRADE AGREEMENT This System Upgrade Agreement ("Agreement") is entered into by and between Motorola Solutions, Inc. ("Motorola"), and the City of Fort Worth, Texas ("Customer" or"Licensee"), a Texas home rule municipality, pursuant to which Customer will purchase and Motorola will sell the Services, as described below. The Agreement is identified as an End User Agreement and is entered into in accordance with the Terms and Conditions of the Houston- Galveston Area Council (H-GAC) Contract No. RA05-12 dated May 5, 2012. Motorola and Customer may be referred to individually as a "Party" and collectively as the"Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through D will be resolved in their listed order. Exhibit A Software License Agreement Exhibit B SUA II Statement of Work Exhibit C Payment Schedule Exhibit D-1 Fort Worth Equipment List Exhibit D-2 Johnson County Equipment List Exhibit D-3 Burleson Equipment List Exhibit D-4 Tarrant County College Equipment List Exhibit D-5 NETCO Equipment List Exhibit D-6 Forest Hill Equipment List Exhibit D-7 Fort Worth T Equipment List Exhibit D-8 Tarrant County Sheriff's Office Equipment List Exhibit D-9 Mansfield Equipment List Exhibit D-10 North Richland Hills Equipment List Exhibit D-11 MedStar Equipment List Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; is explicitly approved for release by written authorization of the disclosing Party; or is required to be disclosed by law, ruling, regulation or court order. 2.2. "Effective Date" means that date upon which the last Party executes this Agreement. 2.3. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.4. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). City of Fort Worth Motorola SUA II Agreement Page 1 of 47 2.5. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.6. "Non-Motorola Software" means Software that another party owns. 2.7. "Open Source Software" (also called "freeware" or "shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.8 "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment, and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.9 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. 2.10 "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.11 "Third Party User" means any entity that enters into a separate agreement with Customer to access and use Customer's Public Safety Radio System (the "System") for its primary or back up public safety communications needs. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. The term of this Agreement begins on the Effective Date. Section 4 SCOPE OF SERVICES AND TERM 4.1. SCOPE OF WORK. Motorola will provide the Services described in this Agreement and Exhibit B, specifically Motorola will provide services for the listed equipment and rates for Fort Worth as set forth in Exhibit D-1, for Johnson County as set forth in Exhibit D-2, for Burleson as set forth in Exhibit D-3, for Tarrant County College as set forth in Exhibit D-4, for NETCO as set forth in Exhibit D-5, for Forest Hill as set forth in Exhibit D-6, for Fort Worth T as set forth in Exhibit D-7, for Tarrant County Sheriff's Office as set forth in Exhibit D-8, for Mansfield as set forth in Exhibit D9, for North Richland Hills as set forth in Exhibit D-10, and for MedStar as set forth in Exhibit D-11. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 4.2. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or Services to be provided by Motorola, if the substitute meets or exceeds the specifications described in Exhibit B and D, and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 4.3 MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement as set forth in Exhibit A. 4.4. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may City of Fort Worth Motorola SUA II Agreement Page 2 of 47 include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 4.5. INSTRINSICALLY SAFE EQUIPMENT. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6 TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and shall expire 12/31/2024 ("Expiration Date"). Section 5 EXCLUDED SERVICES 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 CONTRACT PRICE, PAYMENT AND INVOICING 7.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $7,377,132.09. Contract Price includes the Equipment, Software and Services provided under this Agreement, excluding applicable sales or similar taxes and freight charges. Motorola has priced the Equipment, Software, and Services as defined in the Exhibits. Any change to the quantities or scope defined in the Exhibits may affect the overall Contract Price. 7.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer in advance of each payment period, according to Exhibit C and Customer will make payments to Motorola within (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. City of Fort Worth Motorola SUA II Agreement Page 3 of 47 7.3 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 7.4 ANNUAL CONTRACT PRICE ADJUSTMENT. At the end of the first year from the Effective Date and each year after, a CPI percentage change calculation shall be performed. Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase the current years and all future years maintenance and/or SUA 1 and/or SUA II prices by the consumer price increase ("CPI") increase amount exceeding 3%. The All Urban Consumers- Dallas-Fort Worth Urban Consumer Price Index (Series ID CUURA316SAO,CUUSA316AO, All Items, Not seasonally adjusted with Base Period 1982-1984=100) shall be used as the measure of CPI for this price adjustment. The CPI percentage change calculation will take place once the annual average for each new year has been posted by the Bureau of Labor Statistics. 7.5 Customer will provide its official order of approval for the ten (10) year term of the maintenance services and will not issue or require purchase orders or Notices-to-Proceed for services to be rendered during the 10-yr term of the SUAII agreement. Section 8 WARRANTY 8.1 SERVICE 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. 8.2 EQUIPMENT WARRANTY. Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship for a period of ninety (90) days from the date of shipment. 8.3 MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 8 that are applicable to the Motorola Software for a period of ninety (90) days from the date of successful installation of a software upgrade as described in Exhibit B. 8.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 8.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this City of Fort Worth—Motorola SUA II Agreement Page 4 of 47 investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired product is warranted for the balance of the original applicable warranty period. Replaced product is warranted for the balance of the original applicable warranty period or for 30 days from the date of installation, whichever is later. All replaced products or parts will become the property of Motorola. 8.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 8.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 9 DEFAULT/TERMINATION 9.1 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. 9.2 If a defaulting Party fails to cure the default as provided above in Section 9.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. 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. 9.3 TERMINATION DUE TO NON-APPROPRIATION OF FUNDS. 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 within sixty (60) days 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. To the extent that Motorola has delivered Equipment or performed Services prior to the last day of the fiscal year for which appropriation was made, Customer shall be liable for such Equipment and Services. 9.4 TERMINATION FOR CONVENIENCE AND TERMINATION FEE. Customer may terminate this Agreement for its convenience in whole or in part. To exercise this right, Customer must provide to Motorola formal written notice at least thirty (30) days in advance of the effective date of the termination. The notice must explicitly state the effective date of the termination and whether the contract termination is in whole or in part, and if in part, which part is being terminated. If Customer exercises this right to terminate for convenience, it will be liable to pay Motorola for services performed and Software and/or equipment delivered up to the date of termination plus the following termination fees. The Parties agree that the annual fees are based upon the assumption that this Agreement will be in effect for its full term of ten (10) years; and if the Agreement is terminated before the full term of ten (10) years, then the termination fees are payable to enable Motorola to recoup some of the discounts that City of Fort Worth—Motorola SUA II Agreement Page 5 of 47 were applied to the annual fees based upon an assumption that ultimately did not materialize. As such, the parties agree that termination fees are not considered penalties under this Agreement. Termination Fees, which apply only to Section 9.4 Termination for Convenience, are as follow: 1) if a major upgrade has been delivered in the first year of the two year SUA II cycle, set forth in Exhibit B Section 1.2, then the Customer is responsible for full payment of year 1 and year 2 of the SUA II; and, 2) Customer will also be responsible to pay Motorola the Ten (10) Year Contract Discount applied to the last 3 years of SUA II payments. The discount is only valid if the full term of the Contract is fulfilled. The discount can be calculated by viewing Exhibit C. 9.5 TERMINATION DUE TO THIRD PARTY WITHDRAWAL FROM THE CITY OF FT. WORTH SYSTEM. To exercise this right, Customer must provide to Motorola formal written notice at least thirty (30) days in advance of the effective date of the termination. The notice must explicitly state the effective date of the termination and whether the contract termination is in whole or in part, and if in part, which part is being terminated. If Customer exercises this right to terminate for convenience, it will be liable to pay Motorola for services performed and Software and/or equipment delivered up to the date of termination. Section 10 INDEMINIFICATION 10.1 GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 10.2 INTELLECTUAL PROPERTY INDEMNITY 10.2.1 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 ("Motorola Product") directly infringes a United States patent or copyright ("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. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 10.2.2 If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 10.2.3 Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement City of Fort Worth—Motorola SUA II Agreement Page 6 of 47 would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or(f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 10.2.4 This Section 10 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 10 are subject to and limited by the restrictions set forth in Section 11. 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 the Equipment, Software, or Services with respect to which losses or damages are claimed. 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. 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 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 indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13 CONFIDENTIALITY AND PROPRIETARY RIGHTS 13.1 CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential f Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential City of Fort Worth Motorola SUA II Agreement Page 7 of 47 Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 13.2 PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. 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 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 15.1 GOVERNING LAW / VENUE. 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. 15.2 NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation and either party may submit a notice to mediate to the other party("Notice of Mediation"). 15.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a Notice of Mediation from either Party. Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. j City of Fort Worth—Motorola SUA II Agreement Page 8 of 47 15.4 LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction as set forth in Section 15.1. 15.5 CONFIDENTIALITY. All communications pursuant to subsections 14.2 and 14.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of[aches, waiver or estoppel to affect adversely the rights of either Party. Section 16 GENERAL 16.1 TAXES. Customer is a tax exempt entity and shall not be liable for any taxes pursuant to this Agreement. 16.2 ASSIGNABILITY AND SUBCONTRACTING. 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. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment City of Fort Worth Motorola SUA II Agreement Page 9 of 47 or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with verification of receipt, and will be effective upon receipt: Motorola Solutions, Inc. Customer, City of Fort Worth Attn: Law Department Attn: Susan Alanis,Assistant City Manager 1301 E.Algonquin Road 1000 Throckmorton St. IL01-81h fl Fort Worth,TX 76102 Schaumburg, IL 60196 fax: 847-576-0721 fax: With copy to the City Attorney at the same address 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations or those of any other federal, state, or local government agency, required for the installation, maintenance, or operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11 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, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time 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. 16.12 FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 16.13 SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 4.3 (Motorola Software); Section 4.4 (Non-Motorola Software); if any payment obligations exist, Section 7 (Contract Price, Payment and Invoicing); Subsection 8.7 (Disclaimer of Warranties); Section 11 (Limitation of Liability); and Section 13 (Confidentiality and Proprietary Rights); Section 15 (Disputes); and all of the General provisions in Section16. City of Fort Worth Motorola SUA II Agreement Page 10 of 47 16.14 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. 16.15 RIGHT TO AUDIT 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 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. 16.16 (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. 16.17 Reporting Requirements. City of Fort Worth Motorola SUA II Agreement Page 11 of 47 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. 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. 16.18. Motorola shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: • Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence; • Automobile Liability Insurance with a combined limit of not less than $1,000,000 per occurrence. • Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. • Professional Liability(Errors&Omissions) $1,000,000 Each Claim Limit; $5,000,000 Aggregate Limit .. Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of copyright, trade mark or trade secret, brought against the City for use of the software or services provided by Motorola under this Agreement. Professional Liability coverage may be provided through an endorsement to the Commercial General Liability(CGL) policy, a separate policy specific to Professional Liability. Any deductible will be the sole responsibility of the Consultant . Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for one (1) year following City of Fort Worth Motorola SUA II Agreement Page 12 of 47 completion of services provided. An annual certificate of insurance, , shall be submitted to the City to evidence coverage. • Any other insurance as reasonably requested by City. • General Insurance Requirements: 1. All applicable policies, except the Professional Liability, shall list the City as an additional insured. The term City shall include its employees, officers, officials, agents, in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30) days' notice of cancellation shall be provided to the City. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Motorola has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. The Parties hereby enter into this gr ment as of the Effective Date. Motorola Solutio s, c. Customer By: By: Name: wa Name:_Susan Alanis Title: ��S S S / ��`C �/�C S ��i�f Title:_Assistant City Manager Date: l��/ ��D Date: �ppROM LEGAUM• maleshia --teniox' k'3 Si8t&8$ CAtY &"0 ®mil' Attested b ; 'd City of Fort Worth Motorola SUA II Agreement $ g �. S °� Page 13 of 47 J r, qty S+eere o°� 00 00 0"000 0-000 Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and the City of Fort Worth, TX ("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement"means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation City of Fort Worth Motorola SUA II Agreement Page 14 of 47 solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (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. r City of Fort Worth Motorola SUA II Agreement Page 15 of 47 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 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 the date of installation (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 City of Fort Worth Motorola SUA II Agreement Page 16 of 47 Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products-are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport®software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity(including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(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. City of Fort Worth Motorola SUA II Agreement Page 17 of 47 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 States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola 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. City of Fort Worth Motorola SUA II Agreement Page 18 of 47 EXHIBIT B SUA II STATEMENT OF WORK ASTRO 25 SYSTEM UPGRADE AGREEMENT II(SUA II) 1.0 Description of Service and Obligations 1.1 As major system releases become available, Motorola agrees to provide the Customer with the software, hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for their ASTRO 25 system. 1.2 The Customer will have, at its option, the choice of upgrading in either Year 1 or Year 2 of the coverage period. The table below outlines the SUAII coverage period, as well as dates for Year 1 and Year 2 of the SUAII. Start End SUAII#1 Year 1 1/1/2015 12/31/2015 Year 1/1/2016 12/31/2016 SUAII#2 Year 1 1/1/2017 12/31/2017 Year 1/1/2018 12/31/2018 SUAII#3 Year 1 1/1/2019 12/31/2019 Year 1/1/2020 12/31/2020 SUAII#4 Year 1 1/1/2021 12/31/2021 Year 1/1/2022 12/31/2022 SUAII#5 Year 1 1/1/2023 12/31/2023 Year 1/1/2024 1 12/31/2024 1.3 ASTRO 25 system release are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola's option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola's System Integration Test lab. 1.4 The price quoted for the SUAII requires the Customer to choose a system upgrade from the list of System Release Upgrade paths available to the Customer. Should the Customer elect an upgrade path other than a Motorola approved upgrade, the Customer agrees that additional costs may be incurred to complete the implementation of the system upgrade. In this case, Motorola agrees to provide a price quotation for any additional materials and services necessary. 1.5 ASTRO 25 SUA II entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. 1.6 The following ASTRO 25 certified system release software for the following products are covered under this ASTRO 25 SUA II: base stations, site controllers, comparators, routers, LAN switches, servers, dispatch consoleslogging equipment, network management terminals, Network Fault Management(NFM) products, network security devices such as firewalls and intrusion detection sensors, and associated peripheral infrastructure software. City of Fort Worth—Motorola SUA II Agreement Page 19 of 47 1.7 Product programming software such as Radio Service Software("RSS"), Configuration Service Software ("CSS), and Customer Programming Software ("CPS")are also covered under this SUA II. 1.8 ASTRO 25 SUA II makes available the subscriber radio software releases that are shipping from the factory during the SUA II coverage period. New subscriber radio options and features not previously purchased are excluded from SUA If coverage. Additionally, subscriber software installation and reprogramming are excluded from the ASTRO 25 SUA II coverage. 1.9 Motorola will provide hardware version updates and/or replacements necessary to upgrade the system with an equivalent level of functionality up to once in a two-year period. Hardware will be upgraded and/or replaced if required to maintain the existing feature and functionality. Anyupdates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Unless otherwise stated, platform migrations such as, but not limited to, stations, consoles, backhaul, civil, network changes and additions, and managed services are not included. 1.10 The following hardware components, if originally provided by Motorola are eligible for full product replacement when necessary per the system release upgrade: 1.10.1 Servers 1.10.2 PC Workstations 1.10.3 Routers 1.10.4 LAN Switches 1.11 The following hardware components, if originally provided by Motorola, are eligible for board- level replacement when necessary per the system release upgrade. A"board-level replacement" is defined as any Field Replaceable Unit("FRU")for the products listed: 1.11.1 GTR 8000 Base Stations 1.11.2 GCP 8000 Site Controllers 1.11.3 GCM 8000 Comparators 1.11.4 MCC 7500 Console Operator Positions 1.11.5 PBX Switches for Telephone Interconnect 1.11.6 NFM/NFM XC/MOSCAD RTU 1.12 The ASTRO 25 SUA II does not cover all products. Refer to section 2.0 for exclusions and limitations. 1.13 Motorola will provide implementation services necessary to upgrade the system to a future system release with an equivalent level of functionality up to once in a two-year period. Any implementation services that are not directly required to support the system upgrade are not included. Unless otherwise stated, implementation services necessary for system expansions, platform migrations, and/or new features or functionality that are implemented concurrent with the system upgrade are not included. 1.14 As system releases become available, Motorola will provide up to once in a two-year period the following software design and technical resources necessary to complete system release upgrades: 1.14.1 Review infrastructure system audit data as needed. 1.14.2 Identify additional system equipment needed to implement a system release, if applicable. City of Fort Worth Motorola SUA II Agreement Page 20 of 47 1.14.3 Complete a proposal defining the system release, equipment requirements, k installation plan, and impact to system users. 1.14.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 1.14.5 Program management support required to perform the system upgrade. 1.14.6 Field installation labor required to perform the system upgrade. 1.14.7 Upgrade operations engineering labor required to perform the system upgrade. 1.15 ASTRO 25 SUA II pricing is based on the system configuration outlined in Exhibit D— Equipment List. This configuration is to be reviewed annually on the contract effective date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. 1.16 The ASTRO 25 SUA II applies only to system release upgrades within the ASTRO 25 7.x platform. 1.17 Motorola will issue Software Maintenance Agreement("SMA") bulletin on an annual basis and post it in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. 2.0 Upgrade Elements and Corresponding Party Responsibilities 2.1 Upgrade Planning and Preparation: All items listed in this section are to be completed at least 6 months prior to a scheduled upgrade. 2.1.1 Motorola responsibilities 2.1.1.1 Obtain and review infrastructure system audit data as needed. 2.1.1.2 Identify additional system equipment needed to implement a system release, if applicable. 2.1.1.3 Complete a proposal defining the system release, equipment requirements, installation plan, and impact to system users. 2.1.1.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 2.1.1.5 Inform Customer of high speed internet connection requirements. 2.1.1.6 Assign program management support required to perform the system upgrade. 2.1.1.7 Assign field installation labor required to perform the system upgrade. 2.1.1.8 Assign upgrade operations engineering labor required to perform the system upgrade. 2.1.1.9 Deliver release impact and change management training to the primary zone core owners, outlining the changes to their system as a result of the upgrade path elected. This training needs to be completed at least 12 weeks prior to the scheduled upgrade. This training will not be provided separately for user agencies who reside on a zone core owned by another entity. Unless specifically stated in this document, Motorola will provide this training only once per system. 2.1.2 Customer responsibilities f' City of Fort Worth Motorola SUA II Agreement Page 21 of 47 2.1.2.1 Contact Motorola to schedule and engage the appropriate Motorola resources for a system release upgrade. Err°"Boo mark not defined. 2.1.2.2 Provide high-speed internet connectivity at the zone core site(s)for use by Motorola to perform remote upgrades and diagnostics. High-speed internet connectivity must be provided at least 12 weeks prior to the scheduled upgrade. In the event access to a high-speed connection is unavailable, Customer may be billed additional costs to execute the system release upgrade. 2.1.2.3 Assist in site walks of the system during the system audit when necessary. 2.1.2.4 Provide a list of any FRUs and/or spare hardware to be included in the system release upgrade when applicable. 2.1.2.5 Purchase any additional software and hardware necessary to implement optional system release features or system expansions. 2.1.2.6 Provide or purchase labor to implement optional system release features or system expansions. 2.1.2.7 Participate in release impact training at least 12 weeks prior to the scheduled upgrade. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.2 System Readiness Checkpoint: All items listed in this section must be completed at least 30 days prior to a scheduled upgrade. 2.2.1 Motorola responsibilities 2.2.1.1 Perform appropriate system backups. 2.2.1.2 Work with the Customer to validate that all system maintenance is current. 2.2.1.3 Work with the Customer to validate that all available patches and antivirus updates have been updated on the customer's system. 2.2.2 Customer responsibilitiesErrorl Bookmark not defined. 2.2.2.1 Validate system maintenance is current. 2.2.2.2 Validate that all available patches and antivirus updates to their system have been completed. 2.3 System Upgrade 2.3.1 Motorola responsibilities 2.3.1.1 Perform system infrastructure upgrade in accordance with the system elements outlined in this SOW. 2.3.2 Customer responsibilities 2.3.2.1 Inform system users of software upgrade plans and scheduled system downtime. Errorl Bookmark not defined. 2.3.2.2 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. 2.4 Upgrade Completion 2.4.1 Motorola responsibilities 2.4.1.1 Validate all system upgrade deliverables are complete as contractually required. 2.4.1.2 Deliver post upgrade implementation training to the customer as needed, up to once per system. 2.4.1.3 Obtain upgrade completion sign off from the customer. City of Fort Worth Motorola SUA II Agreement Page 22 of 47 2.4.2 Customer Responsibilities 2.4.2.1 Cooperate with Motorola in efforts to complete any post upgrade punch list items as needed. 2.4.2.2 Cooperate with Motorola to provide relevant post upgrade implementation training as needed. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.4.2.3 Provide Motorola with upgrade completion sign off. 3.0 Exclusions and Limitations 3.1 The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA II unless otherwise agreed in writing by Motorola and included in this SOW. 3.2 The parties acknowledge and agree that the ASTRO 25 SUA II does not cover the following products: • MCC5500 Dispatch Consoles • MIP5000 Dispatch Consoles • Plant/E911 Systems • MOTOBRIDGE Solutions • ARC 4000 Systems • Motorola Public Sector Applications Software ("PSK) • Custom SW, CAD, Records Management Software • Data Radio Devices • Mobile computing devices such as Laptops • Non-Motorola two-way radio subscriber products • Genesis Products • Point-to-point products such as Microwave terminals and association multiplex equipment 3.3 ASTRO 25 SUA II does not cover any hardware or software supplied to the Customer when purchased directly from a third party, unless specifically included in this SOW. 3.4 Intentionally deleted. 3.5 ASTRO 25 SUA II does not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system, or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti-virus or other security applications (such as Norton). Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA II are not included in the coverage of this SOW unless otherwise agreed to in writing by by Motorola. 4.0 Special provisions 4.1 Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is City of Fort Worth—Motorola SUA II Agreement Page 23 of 47 required. If,additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA I1. 4.2 Customer will only use the software(including any System Releases) in accordance with the applicable Software License Agreement. 4.3 ASTRO 25 SUA II services do not include repair or replacement of hardware or software that is necessary due to defects that are not corrected by the system release, nor does it include repair or replacement of defects resulting from any nonstandard, improper use or conditions; or from unauthorized installation of software. 4.4 ASTRO 25 SUA II coverage and the parties' responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer's system or discontinues the SUA II program; in either case, Motorola will refund to Customer any prepaid fees for ASTRO 25 SUA Ilservices applicable to the terminated period. 4.5 If Customer cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date, Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. 4.6 The SUA 11 annualized price is based on the fulfillment of the two year term. If Customer terminates, except if Motorola is the defaulting party, Customer will be required to pay for the balance of payments owed if a system release upgrade has been taken prior to the point of termination. 4.7 Intentionally deleted. L, City of Fort Worth Motorola SUA II Agreement Page 24 of 47 EXHIBIT C PAYMENT SCHEDULE Except for a payment that is due on the Effective Date, Customer will make payments to Motorola in accordance with the contract payment terms. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following: System Upgrade Agreement(SUAII)will be paid to Motorola annually at the beginning of each year as outlined in the table below. System Upgrade Agreement Price Year 1 2015 $ 200,210.47 Year 2 2016 $ 472,760.38 Year 3 2017 $ 819,626.66 Year 4 2018 $ 823,167.25 Year 5 2019 $ 827,762.18 Year 6 2020 $ 830,922.18 Year 7 2021 $ 831,523.24 Year 8 2022 $ 839,449.66 Year 9 2023 $ 843,610.56 Year 10 2024 $ 848,099.52 TOTAL $ 7,337,132.09 Annual pricing above includes a 15% discount for execution of a multi-year agreement and it is subject to the contract terms and conditions. City of Fort Worth_Motorola SUA II Agreement Page 25 of 47 EXHIBIT D-1 FORT WORTH EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 0 Master Site Configuration (M1, M2, M3, 1-1, 1-2, K1, K2) M3 #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) 1 #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice&Data)(One per Zone) 1 HPD(High Performance Data) (One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) 1 CSMS(Core Security Mgmt Service)(One per System) 1 Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications 1 InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) 1 POP25/Presence Notifier 1 Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) 2 #of Total Network Management Clients(remote) 2 #MOSCAD NFM System(typically 1 per zone) 1 #MOSCAD NFM RTU(typically 1 per site location) 15 #MOSCAD NFM Clients/Licenses 3 RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) 1 #Simulcast Prime Sites(including co-located/redundant) 2 #Simulcast Sub-Sites(including co-located) 12 #Stations/Voice Repeaters-STIR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA 244 #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites #HPD Stations City of Fort Worth_Motorola SUA II Agreement Page 26 of 47 Dispatch Consoles #of Dispatch Site Locations(including co-located) 3 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 40 #Conventional Channel Gateways(CCGW) 14 #Conventional Site Controllers(GCP 8000 Controller) 2 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) 1 #NICE IP Logging Recorder or Nice Logger MGEG 1 #NICE Logger Replay/Inform Client Applications 1 Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX 6,000 #Voice Subscribers APX 4,000 #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 27 of 47 EXHIBIT D-2 JOHNSON COUNTY EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration (M1, M2, M3, L1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice&Data)(One per Zone) HPD(High Performance Data) (One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KMF servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU (typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) 1 #Simulcast Prime Sites(including co-located/redundant) 1 #Simulcast Sub-Sites(including co-located) 3 #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA 27 #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver 4 High Performance Data(HPD) #HPD Sites City of Fort Worth_Motorola SUA II Agreement Page 28 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 3 #Conventional Channel Gateways(CCGW) 2 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) 1 #NICE IP Logging Recorder or Nice Logger MGEG 1 #NICE Logger Replay/Inform Client Applications 1 Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 29 of 47 EXHIBIT D-3 BURLESON EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, 1-1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice&Data)(One per Zone) HPD(High Performance Data) (One per Zone) Conventional Data (One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA)Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) 1 #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA 6 #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 30 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 4 #Conventional Channel Gateways(CCGW) 2 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) 1 #NICE IP Logging Recorder or Nice Logger MGEG 1 #NICE Logger Replay/Inform Client Applications 1 Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 31 of 47 EXHIBIT D-4 TARRANT COUNTY COLLEGE EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, L1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice& Data)(One per Zone) HPD(High Performance Data)(One per Zone) Conventional Data (One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 32 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 4 #Conventional Channel Gateways(CCGW) 2 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU (In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX 7 #Voice Subscribers APX #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 33 of 47 EXHIBIT D-5 NETCO COLLEGE EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, L1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice& Data) (One per Zone) HPD(High Performance Data) (One per Zone) Conventional Data (One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KMF servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) 4 #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) 8 #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) 1 #Simulcast Sub-Sites(including co-located) 3 #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA 27 #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data (HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 34 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 4 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 18 #Conventional Channel Gateways(CCGW) 12 #Conventional Site Controllers(GCP 8000 Controller) 4 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications 4 Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX 1135 #Voice Subscribers APX 396 #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 35 of 47 EXHIBIT D-6 FOREST HILL COLLEGE EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, L1, 1-2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice&Data)(One per Zone) HPD(High Performance Data) (One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STIR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 36 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 2 #Conventional Channel Gateways(CCGW) 4 #Conventional Site Controllers(GCP 8000 Controller) 2 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX 29 #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 37 of 47 EXHIBIT D-7 FORT WORTH T COLLEGE EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, 1-1, 1-2, K1,K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice&Data)(One per Zone) HPD(High Performance Data)(One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STIR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites #HPD Stations City of Fort Worth—Motorola SUA II Agreement Page 38 of 47 Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 3 #Conventional Channel Gateways(CCGW) 2 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX 376 #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 39 of 47 EXHIBIT D-8 TARRANT COUNTY SHERIFF'S OFFICE COLLEGE EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only,hosted Master(YES=1, NO=0) 1 Master Site Configuration (M1, M2, M3, L1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice&Data)(One per Zone) HPD(High Performance Data) (One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) 1 #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 40 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 5 #Conventional Channel Gateways(CCGW) 2 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 41 of 47 EXHIBIT D-9 MANSFIELD COLLEGE EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only,hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, L1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking) (One per Zone) 1 IV&D(Integrated Voice& Data)(One per Zone) 1 HPD(High Performance Data) (One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) 1 CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KMF servers/licenses) POP25/Presence Notifier 1 Text Messaging 1 Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) 1 #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) 1 #MOSCAD NFM Clients/Licenses 1 RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) 1 #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA 5 #Stations/Voice Repeaters-GTR 8000 Trunked TDMA 5 #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 42 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 5 #Conventional Channel Gateways(CCGW) 5 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 43 of 47 EXHIBIT D-10 NORTH RICHLAND HILLS EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, 1-1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice& Data)(One per Zone) HPD(High Performance Data) (One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KMF servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) 1 #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 44 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 1 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 6 #Conventional Channel Gateways(CCGW) 4 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) #NICE IP Logging Recorder or Nice Logger MGEG #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 45 of 47 EXHIBIT D-11 MEDSTAR EQUIPMENT LIST This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA II price adjustment. Mastersite Configuration Regional Partner Add On-Site/Dispatch only, hosted Master(YES=1, NO=0) 1 Master Site Configuration(M1, M2, M3, L1, L2, K1, K2) #Total Master Sites/Zones(excluding Dark Master or DSR Master Sites) #of DSR Master Sites/Zones #of Dark Master Sites/Zones Mastersite/Zone Licenses and Features(Quantity) Phase 2 TDMA operation(7.x Trunking)(One per Zone) IV&D(Integrated Voice& Data)(One per Zone) HPD(High Performance Data)(One per Zone) Conventional Data(One per Zone) CEN,CNI or IDS Firewalls-(One per Zone/Interface and per OTAR) CSMS(Core Security Mgmt Service)(One per System) Telephone Interconnect(One per system) ISSI-Total#of ISSI Servers/Applications InfoVista-Transport Network Performance Service(One per system) Information Assurance(IA) Master(One per Zone) Information Assurance(IA) Remote(One per Zone) KMF/OTAR(#of KM servers/licenses) POP25/Presence Notifier Text Messaging Outdoor Location Network Management and MOSCAD NFM #of Total Network Management Clients(local) #of Total Network Management Clients(remote) #MOSCAD NFM System(typically 1 per zone) #MOSCAD NFM RTU(typically 1 per site location) 2 #MOSCAD NFM Clients/Licenses RF System #SmartX Site Converters #Non-Simulcast RF Sites(including co-located) #Simulcast Prime Sites(including co-located/redundant) #Simulcast Sub-Sites(including co-located) #Stations/Voice Repeaters-STR 3000 #Stations/Voice Repeaters-QUANTAR #Stations/Voice Repeaters-GTR 8000 Trunked FDMA #Stations/Voice Repeaters-GTR 8000 Trunked TDMA #Stations/Voice Repeaters-GTR 8000 Conventional/Satellite Receiver High Performance Data(HPD) #HPD Sites City of Fort Worth—Motorola SUA II Agreement Page 46 of 47 #HPD Stations Dispatch Consoles #of Dispatch Site Locations(including co-located) 2 #Console Ops-Gold Elite #Console Ops-MCC 7500 GPIOM #Console Ops-MCC 7500 VPM 10 #Conventional Channel Gateways(CCGW) 2 #Conventional Site Controllers(GCP 8000 Controller) 1 #Gold Elite Console Servers Logging #AIS(GPIOM) #AIS(VPM) 1 #NICE IP Logging Recorder or Nice Logger MGEG 1 #NICE Logger Replay/Inform Client Applications Fire Station Alerting(FSA) #FSA System(In Touch Upgrade) #FSA RTU(In Touch Upgrade) #FSA Clients(In Touch Upgrade) Subscribers #Voice Subscribers non-APX #Voice Subscribers APX 4 #HPD Subscribers City of Fort Worth—Motorola SUA II Agreement Page 47 of 47 SECTION 3 PRICING SUMMARY 3.1 PRICING SUMMARY 3.1.1 System Upgrade Agreement 11 10 Years Product . . Fort Worth (Core &RF) (01 September 2016 start date) $3,386,966.52 Fort Worth (Dispatch) (01 September 2016 start date) $919,127.07 Johnson County(01 December 2014 start date) $690,772.26 Burleson (Johnson County) (01 March 2014 start date) $294,183.72 Tarrant County College (01 August 2013 start date) $101,665.64 NETCO (01 February 2014 start date) $779,059.79 Forest Hills (01 April 2014 start date) $81,444.27 Fort Worth T(01 May 2014 start date) $83,777.02 Tarrant County Sheriffs Office (01 March 2014 start date) $113,896.84 Mansfield (01 March 2014 start date) $305,365.07 North Richland Hills (01 March 2014 start date) $133,643.22 MedStar(01 January 2015 start date) $487,230.67 Sub Total $7,377,132.09 Notes: • Pricing is based on the System configuration sold as of 23 January 2014. • Price reflects SUAII starting 01 January 2015. Price is subject to change should equipment be added or deleted from the list above. City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Pricing Summary 3-1 41 h (D N 't m N ti N N O O O N N (O I- h N M Cl N r N CO I` N M 6 6 N G r In M r M T N I` 00 O LO It I- r O It (D r O r I` r (0 O 'tt I� M M CD N ti M T O N r M r O M M Cl) M (O N r r ao W r M t1/ 6F! 614 61) EA 69 Ef} ER ER 69 69 6R 6R ER O O O LO 't O �t LO m M (D In M Lq N L(O (6 00 m Ln d' M O M N N m 00 Ict o o Cl OV N r N O LO m N (.0 N OCT r r d' o O co N M N d' f� co - ti 00 O r CO = LO 00 EfT 64 6fT 64 6.) Ufl 693 64 ffT 64 64 f!> 61) ti O N � o N dt 00 0 00 V) LO M ti o O o O LO o o LO C (� L') (o O Ln N U? O N O O o) r 00 Co Lo LO r N (o M (. co M (O CV o) O Cl r O Lo Lo r LO (o C' O dt O O M r r r M d' c}' fl- co r � M O CO r LO 00 ffT 64 6R (fT EA 64 64 64 6R 0=1 6f 64 69 N � 7 O LLA d; 0) d' LO O O (0 c) M LM N O O m (4 00 U? N o C7 Ln M N U') LO o (D N 00 (0 co N ti n of t` f� O O r- N Lo r LO O M C O o co O M N r M r M N > co It r rl_ co r� M O r M r LL) 00 Fp 00 691 EfT EH 6'T 69 EFT G9 w- HT 64 64 64 61T E o o L_ 00 00 o o M N O It It It It � O N D C-0 N ti M i n • N CO (O O N n d T N C M CO 00 M CD O LO O O LO 0 It LO o o LO LO a U i � Ln � r o O _ O M C� M Nq r C t` M . �1 I- co O ti 00 M r CO It OD N Efl U9- EH 64 64 64 69 64 64 64 UDI 64 611T vi 0 m 00 (0 00 U) -�--+ (q 't M N co O d' 00 r a o _ of O (o fl_ 't 't o) o LO V) 00 N m It O M �. O O _� O t` ti C-4 0 c _ L O OO7 N O COO O L./) d' O 'd .M- rn CCS CD o rn N rn � O r O (h 00 r 7 (h O co t` co O ti 00 M co LO 00 m 6!-O fA EH KT Efl EfT 64 6f.) EFT EfT 64 C-R 61) L N N 00 co Ln co (.0 00 (4 O N d 00 r N M N O O V O O m d LO N N } � O O O N r t L m O O ti co t N M � O O o d' O O � d- ' 70 O _O O M cr 00 N l r r M O N d f� co O rl. CO M r M LO 00 � 69 EfT E9 EfT 69 64 ER 64 64 69 Ef} ffT Eg Q� chq Co Co It O o It It M N U d N 't r` co �t �t m LO o LO (o ti r CO co (O r O 7 ti 6 r� r� (O i '[r' m 00 co O O m � LO N O r (u 00 ti � LO M O It M O It CO (.ej O O O N cc� M N cc� O M O N (0 co O ti _00 00 M d" 00 64 64 6F? 64 69 64 olT 64 ffl 64 691 64 603, O rn LO 00 O (0 O d' I' LO (DO m r-� O r- M 't ,I' LO o LO r� +-' � o O (O Lq 00 O O r,� LLB t` 00 N dt LO O CA m C7 LO ti 0 N M (O (T C (.o Ln O r O M O d- ti cr M N M r M O (0 M O � 00 00 r O M �t 000 ° Q) UfF ffT 64) 61) 64 6R EfT 69T 64 64 64 6UT 60 N C 0') 00 CA It O N o (D �t d' M Q Lq ti o r CD CO "t LO O LO LO O Ln d, ti I-- - O o7 0~0 d' (D � (i N LOC) I- .i., N Cl CC O O O r- ti' co O V' co N h M r ti L r (00) (~o N O r- 00 00 r O M dt Iq � 64 64 64 64 64 Y). 61, 64 64 69 oll 69) 6g Q � M � O O a M CO LO O O d' LL') r, _ co L O O � d' N O CO N L6 c co Cn O o t` o O It 00 O O r- co o N I U o O 0 M r M Cr O L17 N O O aci c O O LO o O I- r, N N o N O EfT Ef} 6t} EfT 6f> EfT EfT EFT 64 64 69 EfT to) .� 0 O co F- M o ° m sLL o U) s 0 s 'o U — �'' U -p U C)u) p oC> o ° O = p p cp p Q H U wN M U i C d L j-- 3 -C: J-- 3 p H n n 'o 0 ? o o 3 0 o m o W o o m p 0 LL LL m -U o rU z LL L HU z = i- � SECTION 4 STATEMENT OF WORK 4.1 ASTRO 25 SYSTEM UPGRADE AGREEMENT II (SUA II) 4.1.1 Description of Service and Obligations • As major system releases become available,Motorola agrees to provide the Customer with the software,hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for their ASTRO 25 system. • The Customer will have,at its option,the choice of upgrading in either Year 1 or Year 2 of the coverage period. • ASTRO 25 system releases are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements.At Motorola's option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola's System Integration Test lab. • The price quoted for the SUAII requires the Customer to choose a system upgrade from the list of System Release Upgrade paths available to the Customer. Should the Customer elect an upgrade path other than a Motorola approved upgrade,the Customer agrees that additional costs may be incurred to complete the implementation of the system upgrade. In this case,Motorola agrees to provide a price quotation for any additional materials and services necessary. • ASTRO 25 SUA II entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. • The following ASTRO 25 certified system release software for the following products are covered under this ASTRO 25 SUA II:base stations, site controllers, comparators,routers,LAN switches, servers, dispatch consoles,logging equipment,network management terminals, Network Fault Management(NFM)products,network security devices such as firewalls and intrusion detection sensors, and associated peripheral infrastructure software. • Product programming software such as Radio Service Software("RSS"), Configuration Service Software("CSS"),and Customer Programming Software("CPS")are also covered under this SUA II. • ASTRO 25 SUA II makes available the subscriber radio software releases that are shipping from the factory during the SUA II coverage period.New subscriber radio options and features not previously purchased are excluded from SUA R coverage.Additionally, subscriber software installation and reprogramming are excluded from the ASTRO 25 SUA II coverage. • Motorola will provide hardware version updates and/or replacements necessary to upgrade the system with an equivalent level of functionality up to once in a two-year period.Hardware will be upgraded and/or replaced if required to maintain the existing feature and functionality.Any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Unless otherwise stated,platform migrations such as,but not limited to, stations,consoles,backhaul, civil,network changes and additions, and managed services are not included. City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-1 • The following hardware components,if originally provided by Motorola are eligible for full product replacement when necessary per the system release upgrade: – Servers – PC Workstations – Routers – LAN Switches • The following hardware components,if originally provided by Motorola, are eligible for board- level replacement when necessary per the system release upgrade. A"board-level replacement"is defined as any Field Replaceable Unit("FRU")for the products listed: – GTR 8000 Base Stations – GCP 8000 Site Controllers – GCM 8000 Comparators – MCC 7500 Console Operator Positions – PBX Switches for Telephone Interconnect – NFM/NFM XC/MOSCAD RTU • The ASTRO 25 SUA 1I does not cover all products. Refer to section 2.0 for exclusions and limitations. • Motorola will provide implementation services necessary to upgrade the system to a future system release with an equivalent level of functionality up to once in a two-year period. Any implementation services that are not directly required to support the system upgrade are not included. Unless otherwise stated, implementation services necessary for system expansions, platform migrations,and/or new features or functionality that are implemented concurrent with the system upgrade are not included. • As system releases become available,Motorola will provide up to once in a two-year period the following software design and technical resources necessary to complete system release upgrades: – Review infrastructure system audit data as needed. – Identify additional system equipment needed to implement a system release, if applicable. – Complete a proposal defining the system release,equipment requirements, installation plan, and impact to system users. – Advise Customer of probable impact to system users during the actual field upgrade implementation. – Program management support required to perform the system upgrade. – Field installation labor required to perform the system upgrade. – Upgrade operations engineering labor required to perform the system upgrade. • ASTRO 25 SUA II pricing is based on the system configuration outlined in Exhibit D— Equipment List. This configuration is to be reviewed annually on the contract effective date.Any change in system configuration may require an ASTRO 25 SUA II price adjustment. • The ASTRO 25 SUA 1I applies only to system release upgrades within the ASTRO 25 7.x platform. • Motorola will issue Software Maintenance Agreement("SMA")bulletin on an annual basis and post it in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. December 9,2014 City of Fort Worth,Texas Use or disclosure of this proposal is subject P25 System Maintenance to the restrictions on the cover page. 4-2 Statement of Work Motorola Solutions Confidential Restricted 4.1.2 Upgrade Elements and Corresponding Party Responsibilities • Upgrade Planning and Preparation: All items listed in this section are to be completed at least 6 months prior to a scheduled upgrade. — Motorola responsibilities: ♦ Obtain and review infrastructure system audit data as needed. ♦ Identify additional system equipment needed to implement a system release,if applicable. ♦ Complete a proposal defining the system release,equipment requirements, installation plan,and impact to system users. ♦ Advise Customer of probable impact to system users during the actual field upgrade implementation. ♦ Inform Customer of high speed Internet connection requirements. ♦ Assign program management support required to perform the system upgrade. ♦ Assign field installation labor required to perform the system upgrade. ♦ Assign upgrade operations engineering labor required to perform the system upgrade. ♦ Deliver release impact and change management training to the primary zone core owners, outlining the changes to their system as a result of the upgrade path elected. This training needs to be completed at least 12 weeks prior to the scheduled upgrade. This training will not be provided separately for user agencies who reside on a zone core owned by another entity.Unless specifically stated in this document,Motorola will provide this training only once per system. — Customer responsibilities: ♦ Contact Motorola to schedule and engage the appropriate Motorola resources for a system release upgrade.' ♦ Provide high-speed Internet connectivity at the zone core site(s)for use by Motorola to perform remote upgrades and diagnostics. High-speed Internet connectivity must be provided at least 12 weeks prior to the scheduled upgrade.In the event access to a high- speed connection is unavailable,Customer may be billed additional costs to execute the system release upgrade. ♦ Assist in site walks of the system during the system audit when necessary. ♦ Provide a list of any FRUs and/or spare hardware to be included in the system release upgrade when applicable. ♦ Purchase any additional software and hardware necessary to implement optional system release features or system expansions. ♦ Provide or purchase labor to implement optional system release features or system expansions. ( t Should System Manager be under contract with Motorola,the Motorola System Manager will be responsible for this responsibility. City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-3 ♦ Participate in release impact training at least 12 weeks prior to the scheduled upgrade. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training - agency for those users not included. • System Readiness Checkpoint: All items listed in this section must be completed at least 30 days prior to a scheduled upgrade. — Motorola responsibilities: ♦ Perform appropriate system backups. ♦ Work with the Customer to validate that all system maintenance is current. ♦ Work with the Customer to validate that all available patches and antivirus updates have been updated on the customer's system. — Customer responsibilities': ♦ Validate system maintenance is current. ♦ Validate that all available patches and antivirus updates to their system have been completed. • System Upgrade: — Motorola responsibilities: ♦ Perform system infrastructure upgrade in accordance with the system elements outlined in this SOW. — Customer responsibilities: ♦ Inform system users of software upgrade plans and scheduled system downtime.' ♦ Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. • Upgrade Completion: — Motorola responsibilities: ♦ Validate all system upgrade deliverables are complete as contractually required. ♦ Deliver post upgrade implementation training to the customer as needed,up to once per system. ♦ Obtain upgrade completion sign off from the customer. — Customer Responsibilities: ♦ Cooperate with Motorola in efforts to complete any post upgrade punchlist items as needed. ♦ Cooperate with Motorola to provide relevant post upgrade implementation training as needed. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. ♦ Provide Motorola with upgrade completion sign off. December 9,2014 City of Fort Worth,Texas Use or disclosure of this proposal is subject P25 System Maintenance to the restrictions on the cover page. 4-4 Statement of Work Motorola Solutions Confidential Restricted 4.1.3 Exclusions and Limitations • The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA H unless otherwise agreed in writing by Motorola and included in this SOW. • The parties acknowledge and agree that the ASTRO 25 SUA II does not cover the following products: — MCC 5500 Dispatch Consoles — MIP5000 Dispatch Consoles — Plant/E911 Systems — MOTOBRIDGE Solutions — ARC 4000 Systems — Motorola Public Sector Applications Software("PSA') — Custom SW, CAD,Records Management Software — Data Radio Devices — Mobile computing devices such as Laptops — Non-Motorola two-way radio subscriber products — Genesis Products — Point-to-point products such as Microwave terminals and association multiplex equipment • ASTRO 25 SUA II does not cover any hardware or software supplied to the Customer when purchased directly from a third party,unless specifically included in this SOW. • ASTRO 25 SUA II does not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system, or unauthorized modifications or other misuse of the covered software.Motorola is not responsible for management of anti-virus or other security applications (such as Norton).Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA H are not included in the coverage of this SOW unless otherwise agreed to in writing by Motorola. 4.1.4 Special Provisions • Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature.Upon request,Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA II. • Customer will only use the software(including any System Releases)in accordance with the applicable Software License Agreement. • ASTRO 25 SUA II services do not include repair or replacement of hardware or software that is necessary due to defects that are not corrected by the system release,nor does it include repair or replacement of defects resulting from any nonstandard,improper use or conditions;or from unauthorized installation of software. • ASTRO 25 SUA II coverage and the parties' responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer's system or discontinues the SUA II program; in either case,Motorola will refund to Customer any prepaid fees for ASTRO 25 SUA II services applicable to the terminated period. City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. 0-1A Motorola Solutions Confidential Restricted Statement of Work 4-5 • If Customer cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date, Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. • The SUA II annualized price is based on the fulfillment of the two year term. If Customer terminates, except if Motorola is the defaulting parry, Customer will be required to pay for the balance of payments owed if a system release upgrade has been taken prior to the point of termination. f December 9,2014 City of Fort Worth,Texas Use or disclosure of this proposal is subject P25 System Maintenance to the restrictions on the cover page. 4-6 Statement of Work Motorola Solutions Confidential Restricted SECTION 5 CUSTOMER SUPPORT PLAN 5.1 REVISION HISTORY The following table lists the revision history of this document. The information contained in this document is subject to revision and is intended to be reviewed and updated periodically. Revision # Date 5.2 INTRODUCTION Your Customer Support Plan contains everything you need to know in order to take advantage of the services provided in your contract.Motorola Service professionals share a single, simple commitment -to deliver the most optimal and efficient solutions,made operational with attention to quality and measurable against key metrics.Motorola's Services organization is ready with the right combination of innovation,experience,process discipline and resources to provide you with the best support for your network. You can be confident that you will receive the highest level of service,as you would expect from the world's communication leader. Our attention to quality and security has its roots in Motorola's storied pioneering of Six Sigma and dedication to best practices frameworks including IS09001,TL9000, ITIL and FM with a future direction to move towards LEAN.Motorola has also received two Malcolm Baldrige National Quality Awards. Our commitment to quality assures our customers of the very finest and most timely service available. Motorola has a corporate-wide standard in place which we refer to as 5NINES: SYSTEM AVAILABILITY. Our ability to provide highly available, easy-to-use systems is critical to our fundamental objective of total customer satisfaction and our position as a communications industry leader. 5NINES,or 99.999%availability(no more than 5 minutes total downtime per year),is the telephony standard to which all Motorola wireless systems aspire.We are committed to a new design culture,ease of use and operational simplicity,robustness metrics, and common platforms and network architecture. The Terms and Conditions of your Agreement and all its other Exhibits will take precedence over this Customer Support Plan. In case of any contradiction,please contact the Motorola representative(s) below. Please take a moment to review your Customer Support Plan. Your Account Executive or Customer Support Manager can answer any further questions you may have. t City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Customer Support Plan 5-1 5.2.1 Customer Support Manager Your Motorola Customer Support Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Customer Support Manager(CSM)is responsible to oversee the execution of your support contract by serving in the role of customer advocate. They serve as a point of contact for issue resolution and escalation,monitoring of our contractual performance,providing review and analysis of process metrics and fostering a relationship for continuous improvement with customers. Any changes to the information in this document should be communicated to your Customer Support Manager as soon as possible. Your Customer Support Manager is: Kevin Lamb Phone: 817-392-2144 office/817-524-9072 mobile E-Mail: KevinLamb @MotorolaSolutions.com 5.2.2 Account Manager Your Account Manager serves as your contact for information on new products and Services, expansion of communications to meet growth needs for your organization, and ensure your satisfaction. Your Account Manager is: Trevlyn Pitner Phone: 817-470-1155 E-Mail: Trevlyn.Pitney @MotorolaSolutions.com 5.3 OVERVIEW OF SERVICES This section briefly describes the services City of Fort Worth will receive under your contract. For further details, on the terms of your contract or your contracted Statement of Work,please contact your Customer Support Manager or Account Executive. 5.3.1 System Upgrade Agreement II (SUA II) The Motorola System Upgrade Agreement II(SUA II)is a comprehensive approach to technology refreshment of the ASTRO 25 System,incorporating hardware, software and implementation services required to update the ASTRO 25 system once in a two-year period. SUA II provides system release software for Motorola and third-party infrastructure products,radio subscriber units(if purchased), and product programming software. SUA H also provides the implementation services,as well as hardware version updates and/or replacements necessary to upgrade the system to an eligible system release with an equivalent level of functionality once in a two-year period. SMA Bulletins will be made available on the Motorola Website on a bi-annual basis. December 9,2014 City of Fort Worth,Texas Use or disclosure of this proposal is subject P25 System Maintenance to the restrictions on the cover page. 5-2 Customer Support Plan Motorola Solutions Confidential Restricted 5.4 WARRANTY AND/OR SERVICE AGREEMENT INFORMATION Customer Number: 1012858843 Billing Tag: 0004 Contract Number: S00001022068 RN03-OCT-14 04:54:21 Contract Begin Date: 01-JAN-15 Contract End Date: 31-DEC-24 5.5 HOW TO OBTAIN SERVICES 5.5.1 How to Obtain Software Agreement Releases (SUA II) Action Information Receive Bulletins from Motorola Bulletins will be made available on the Motorola Website on a bi-annual basis Contact your Motorola Representative Call the System Support Center at 1-800-323-9949 to or the Motorola System Support request the upgrade. When speaking with a SSC Center to request an upgrade representative, please request that an Upgrade Operation Case be opened and reference you Service Agreement Number and Site ID. 5.6 ABOVE CONTRACT SERVICES Services that need to be performed that are not covered by the Agreement are considered above contract' and are billable to Fort Worth, City of Any above contract work must be authorized or wortc will not be billable and cannot be performed. Please refer to your Agreement for the Statements of Work and Terms and Conditions for the services that Fort Worth, City of has purchased The following person will be contacted for approval on above contract work: Above Contract Customer P.O. Name: Alan Girton Phone: 817-392-8484 City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Customer Support Plan 5-3 5.7 GLOSSARY AND TERMS AND ACRONYMS Terms and Acronyms Definition CASE NUMBER: The number assigned to a customer's request for service. The SSC Call Center electronically tracks all Case Numbers to assure customer satisfaction. CSM: Customer Support Manager CSP: Customer Support Plan ETA: Estimated time of arrival is an estimate of when the field technician will arrive at the customer's site. FRU (Field Replaceable A FRU is a Field Replaceable Unit which is any module or board which Unit): can be removed from a piece of fixed equipment and exchanged with an identical module or board. IDO: Infrastructure Depot Operations MOTOROLA LOCAL A Motorola authorized service provider or a Motorola Field Technical SERVICE PROVIDER: Representative RA: Return Authorization needed by the System Support Center prior to sending equipment in for repair. RESPONSE: Response times are defined as having an on-site technician, a remote systems technologist or a remote network specialist having taken assignment of the issue and working on the system. RSC: Radio Support Center RSS: Radio Service Software SEVERITY: Each incoming call is assigned a severity level of Severity One, Two, or Three. Severity levels determine the Response Time Commitments. See Section 7 for your Severity Level definitions. SSC: System Support Center December 9,2014 City of Fort Worth,Texas Use or disclosure of this proposal is subject P25 System Maintenance to the restrictions on the cover page. 5-4 Customer Support Plan Motorola Solutions Confidential Restricted 5.8 CUSTOMER CONTACTS Please contact CSM if any of the information provided below has changed. Customer Information Customer: City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 U.S.A Above Contract PO Authorization: Alan Girton Alan.Girton @FortWorthTexas.gov Phone: 817-392-8484 City of Fort Worth,Texas December 9,2014 P25 System Maintenance Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Customer Support Plan 5-5 U) a) a X C 4I I— c . o y L C_ a1 >O � o r E o N LL a o CO c a,n o Ua U y c .o o ' o m •`o 0 I U m 7 N wfn oa3 Q O C ..S d� RS O` O a Q-U t� al O A V 0 0 N O Vj � L O N,O C O O pj U U'= o N n a V E O N O N L N U) 0:D .O L6 7 L]. 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M&C Review official site 60he C!W6UFbrtVdW�' REFERENCE 04K40TOROLAGOFTV�.RE DATE: 12/9/2014 C-27127 LOG NAME: NO.: ' UPGRADE AGREEMENT CODE: C TYPE: NON- PUBLIC NO CONSENT HEARING: SUBJECT: Authorize Execution of System Upgrade Agreement with Motorola Solutions, Inc., for Ten-Year Cost Not to Exceed $7,377,132.09 for Software Upgrades to Support the City's Public Safety Radio Communications System Using a Cooperative Contract(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize execution of a System Upgrade Agreement with Motorola Solutions, Inc., for a ten-year cost not to exceed $7.377.132.OS for software system upgrades to support the City's public safety radio communications system using Houston- Galveston Area Council Contract No. RA05-12. DISCUSSION: Through a multi-year effort, the City of Fort Worth has established a Public Safety Radio Communications System that has replaced a system that served the City and surrounding communities for more than 2Oyears. The new system provides services for not only Fort Worth first responders, but with components shared with other jurisdictions, ties more than 50 agencies in six counties together. During joint operations, each of these agencies possesses the capability tn communicate with any other agency. As of October 2014, the system infrastructure (including transmitter sites and dispatch centers) of Fort Worth and other agencies tied to the system were at current hardware and software levels. Because the life of this system is expected to exceed 12 years, periodic upgrades are necessary to refresh critical hardware and software components and maintain manufacturer- supported )eve|s. The proposed Agreement provides biennial upgrades to radio system infrastructure and police and fire dispatch centers for 10 years, well within the anticipated system life. Execution nfa long term Agreement, as opposed to annual renewals, will provide savings of$1'100,257.00. Payments will be made annually in accordance with the chart below and budgeted by the IT Solutions Department each year. SYSTEM UPGRADE AGREEMENT PR/CE: I Year �151 $200,210.47 Year -IF 1�71 $819,626.66 Year Year �201 $830,922.18 Year 0 I Year7 $831,523.241 http://opn .cbvnv.onm/coonciLnudet/u, rvvim,.u,v?ID=20528&oouooddm^=l2/9/2Ol4[l2/l0/2O|4V:29:3YAM] 8 M&C Review I IL If I Year 8 2022 $839,449.66 Year 9 2023 $843,610.56 Year 10 2024 $848,099.52 Total $7,337,132.09 The amount for 2015 is $200,210.47 and is included in IT Solutions' Fiscal Year 2015 budget. Additional savings of 9.1 percent has been realized by consolidating all agencies' Agreements into the Fort Worth Agreement. As provided for in the Communications Systems Agreements executed with all participating agencies, Fort Worth will invoice external agencies for their share of the costs for use and maintenance of the system. Approximately 41 percent of the total cost of this Agreement will be reimbursed by Fort Worth's external partners. Because the system is provided by Motorola Solutions, Inc. (Motorola), these services are available only through Motorola. Total cost of the Agreement over 10 years is $7,377,132.09. Services will be acquired through Motorola's Houston-Galveston Area Council (HGAC) Contract No. RA05-12. TERM -The term of this Agreement shall be for 10 years and shall expire on December 31, 2024. M/WBE OFFICE -A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Department and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from source(s)where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item or service under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. The HGAC contract was competitively bid to increase and simplify the purchasing power of government entities. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. TO Fund/Account/Centers FROM Fund/Account/Centers P168 539120 0046020 $200,210.47 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Steve Streiffert (2221) Additional Information Contact: Alan Girton (8484) http://apps.cAvnet.org/council_packet/mc review.asp?ID=20528&councildate=12/9/2014[12/10/2014 8:29:39 AM]