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HomeMy WebLinkAboutPR 18792: AGREEMENT, RADIO SYSTEM TOWER AND UPGRADES. PORT ARTHUR FIRE DEPARTMENT MEMORANDUM TO: John A. Comeaux, P.E., Interim City Manager FROM: Larry Richard, Fire Chief Mark Blanton, Chief of Police DATE:December 17, 2014 SUBJECT: Proposed Resolution No. 18792 RECOMMENDATION The Fire and Police Departments recommend that City Council approve Proposed Resolution 18792 authorizing the construction of a radio tower and radio system upgrades to the existing radio system from Motorola Solutions, Inc., of Farmers Branch, Texas, with H-GAC pricing in the amount of$1,509,000. BACKGROUND City Council approved Resolution 14-483 accepting the 2014 Port Security Grant Program (PSGP) grant to fund this purchase at the October 29, 2014 City Council Meeting. This project will construct a new radio tower on city owned property located at the water plant and include upgrades to the regional radio system for both the Police and Fire Departments. This project is 75% federal funded, with 25% local match. The City's cost match for this project is $48,142.70 with the remaining balance of the local cash match funded by other members of the Southeast Texas Regional Radio System (Resolution No. 14-544). Funds for this project are budgeted in Account Number 107- 1118-521.92-00 Project Number PS0021 The price quoted includes a discount of $113,060; however, the contract must be fully executed by December 31, 2014 to qualify for the discount. BUDGETARY/FISCAL EFFECT Funds are budgeted in Account Number 107-1118-521.92-00, Project Number PS0021 for this purchase. STAFFING/EMPLOYEE EFFECT None "Remember, we are here to serve the citizens of Port Arthur" P.R. No. 18792 12/23/14 LDR RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A PURCHASE AGREEMENT WITH MOTOROLA SOLUTIONS, INC., OF FARMERS BRANCH, TEXAS, WITH HOUSTON-GALVESTON AREA COUNCIL (H-GAC) PRICING, FOR RADIO SYSTEM TOWER AND UPGRADES, IN THE NOT-TO-EXCEED AMOUNT OF $1,509,000.00. FUNDS ARE AVAILABLE IN ACCOUNT NUMBER NO. 107-1118-521.92-00, PROJECT NUMBER PS0021. WHEREAS, per Resolution No. 95-10 the City Council on January 17, 1995, authorized the City of Port Arthur to participate in an Interlocal Agreement for cooperative purchasing with the Houston-Galveston Area Council (H-GAC); and WHEREAS, per Resolution No. 14-483, the City Council on October 29, 2014, authorized acceptance of the 2014 Port Security Grant; and WHEREAS, the price includes construction of a radio tower on City owned property at the City's Water Treatment Plant and upgrades to the regional radio system for the Police and Fire Departments; and WHEREAS, the price includes a $113,060 discount if the contract is fully executed by December 31, 2014; and WHEREAS, funds are available in Account Number No. 107-1118-521.92-00, Project Number PS0021 for this purchase. The City's cost match for this project is $48,142.70 with the remaining balance of the local cash match funded by other members of the Southeast Texas Regional Radio System (Resolution No. 14-544). NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Council authorizes the City Manager to execute a Purchase Agreement between the City of Port Arthur and Motorola Solutions, Inc., for the purchase of equipment, upgrades, and construction of a radio tower via H-GAC, in the not-to-exceed amount of$1,509,000, funding being available in Account No. 107-1118-521.92-00, Project PS0021, in substantially the same form as attached hereto as Exhibit"A". Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED on this day of December, A.D., 2014, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following vote: AYES: Mayor: Councilmembers: NOES: Mayor Deloris Prince ATTEST: Sherri Bellard City Secretary APPROVED AS TO FORM: ie l Tizeno City Attorney APPROVED FOR ADMINISTRATION: John A. Comeaux, P.E. Interim City Manager APPROVED FOR FINANCE: 4JLLtu n Deborah Echols Finance Director -c-V(-6--ail-A) Shawna Tubbs Purchasing Manager EXHIBIT "A" 0 MOTOROLA Motorola Solutions,Inc. 1507 LB]Freeway,Suite 700 Fanners Branch,TX.75234 USA December 16, 2014 Larry Richard Fire Chief 300 Waco Ave Port Arthur,Texas 77640 Subject: City of Port Arthur GTR 8000 Repeaters and Communication Site • Dear Chief Richard: Motorola Solutions, Inc. ("Motorola") is pleased to present the enclosed proposal to the City of Port Arthur regarding the GTR 8000 Repeaters and Communication Site. The proposal is subject to the terms and conditions of the enclosed Purchase Agreement and shall remain valid until December 31, 2014. The City of Port Arthur may indicate its acceptance of this agreement by signing the Agreement. We thank you for the opportunity to furnish the City of Port Arthur with our communications solutions 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. We look forward to receiving your response. If you have any questions or concerns regarding this proposal,please feel free to contact your Motorola Account Manager, Chris Matthieu at (832) 689-0833. Sincerely yours, MOTOROLA SOLUTIONS, INC. J / ` f. Edward Fuerst Motorola Solutions Sales and Services, Inc. Vice President North America Government Markets CITY OF PORT ARTHUR, TEXAS NOVEMBER 17,2014 COMMUNICATIONS SITE AND GTR 8000 REPEATERS © MOTOROLA 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. i TABLE OF CONTENTS Section 1 System Description 1-1 1.1 Solution Overview 1-1 1.1.1 Introduction 1-1 1.1.2 System Overview 1-1 1.1.2.1 Block Diagram 1-2 1.1.2.2 Equipment 1-3 1.1.2.3 Network Requirements 1-3 1.1.2.4 Coverage 1-4 1.1.2.5 Codeplugs 1-4 Section 2 System Drawings 2-1 Section 3 Coverage Maps 3-1 Section 4 Statement of Work 4-1 4.1 Overview 4-1 4.2 Assumptions & Design Caveats 4-1 4.3 Contract 4-2 4.3.1 Contract Award (Milestone) 4-2 4.3.2 Contract Administration 4-2 4.3.3 Project Kickoff 4-2 4.4 Contract Design Review 4-3 4.4.1 Review Contract Design 4-3 4.4.2 Design Approval (Milestone) 4-4 4.5 Order Processing 4-5 4.5.1 Process Equipment List 4-5 4.6 Manufacturing 4-5 4.6.1 Manufacture Motorola Fixed Network Equipment 4-5 4.6.2 Manufacture Non-Motorola Equipment 4-6 4.6.3 Ship Equipment to Field 4-6 4.7 Civil Work 4-6 4.7.1 Site Development at Port Arthur Tower site 4-6 4.7.1.1 Site Scope Summary 4-6 4.7.1.2 Motorola Responsibilities 4-7 4.7.1.3 Port Arthur Responsibilities 4-9 4.7.1.4 Completion Criteria 4-10 4.7.1.5 Assumptions 4-10 City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Table of Contents i 4.7.1.6 Site Development Complete, Port Arthur Tower Site 4-12 4.7.2 Site Development at Sunoco Tower site (Hardin County) 4-12 4.7.2.1 Site Scope Summary 4-12 4.7.2.2 Motorola Responsibilities 4-12 4.7.2.3 Port Arthur Responsibilities 4-14 4.7.2.4 Assumptions 4-15 4.7.2.5 Site Development Complete, Sunoco Tower Site (Hardin County) 4-16 4.8 System Installation 4-17 4.8.1 Install Fixed Network Equipment 4-17 4.8.1.1 Motorola Responsibilities 4-17 4.8.1.2 Port Arthur Responsibilities 4-17 4.8.1.3 Completion Criteria 4-17 4.8.1.4 Fixed Network Equipment Installation Complete 4-18 4.8.2 System Installation Acceptance (Milestone) 4-18 4.9 System Optimization 4-18 4.9.1 Optimize System FNE 4-18 4.9.1.1 Motorola Responsibilities 4-18 4.9.1.2 Port Arthur Responsibilities 4-18 4.9.1.3 Completion Criteria 4-18 4.9.2 Link Verification 4-19 4.9.2.1 Motorola Responsibilities 4-19 4.9.2.2 Port Arthur Responsibilities 4-19 4.9.2.3 Completion Criteria 4-19 4.9.2.4 Optimization Complete 4-19 4.10 Audit and Acceptance Testing 4-19 4.10.1 Perform R56 Installation Audit 4-19 4.10.1.1 Motorola Responsibilities 4-19 4.10.1.2 Port Arthur Responsibilities 4-19 4.10.1.3 Completion Criteria 4-19 4.10.2 Perform Equipment Testing 4-20 4.10.2.1 Motorola Responsibilities 4-20 4.10.2.2 Port Arthur Responsibilities 4-20 4.10.2.3 Completion Criteria 4-20 4.10.3 Perform Functional Testing 4-20 4.10.3.1 Motorola Responsibilities 4-20 4.10.3.2 Port Arthur Responsibilities 4-20 4.10.3.3 Completion Criteria 4-20 4.10.4 System Acceptance Test Procedures (Milestone) . 4-20 4.11 Subscriber Radio Codeplug Updates 4-21 4.11.1 Motorola Responsibilities 4-21 4.11.2 Port Arthur Responsibilities 4-21 4.11.3 Completion Criteria 4-21 City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Table of Contents ii 4.11.4 Subscribers Complete 4-21 4.12 Finalize 4-21 4.12.1 Cutover 4-21 4.12.1.1 Motorola Responsibilities 4-21 4.12.1.2 Port Arthur Responsibilities 4-22 4.12.2 Resolve Punchlist 4-22 4.12.2.1 Motorola Responsibilities 4-22 4.12.2.2 Port Arthur Responsibilities 4-22 4.12.2.3 Completion Criteria 4-22 4.12.3 Transition to Service/Project Transition Certificate 4-22 4.12.3.1 Motorola Responsibilities 4-22 4.12.3.2 Port Arthur Responsibilities 4-22 4.12.3.3 Completion Criteria 4-22 4.12.4 Finalize Documentation 4-23 4.12.4.1 Motorola Responsibilities 4-23 4.12.4.2 Port Arthur Responsibilities 4-23 4.12.4.3 Completion Criteria 4-23 4.12.5 Final Acceptance (Milestone) 4-23 4.13 Project Administration 4-23 4.13.1 Project Status Meetings 4-23 4.13.2 Progress Milestone Submittal 4-24 4.13.3 Change Order Process 4-24 4.13.3.1 Example - Change Order Form 4-25 Section 5 Warranty Services 5-1 Section 6 Pricing Summary 6-1 Section 7 Terms and Conditions 7-1 City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Table of Contents iii SECTION 1 SYSTEM DESCRIPTION ti SOLUTION OVERVI EW 1.1.1 Introduction The intent of this proposal is to provide the Jefferson County regional radio system with an additional two GTR 8000 Based RF sites, one in Port Arthur and one in Sour Lake. These sites will be digital P25 Phase I. Implementing P25 Phase I at these sites will provide a migration path forward from the deployed SmartZone technology while maintaining interoperability with the existing system. The location of these two sites will enhance coverage in the Port Arthur and Sour Lake areas. Motorola is providing a turn-key solution by including a new tower, shelter, generator,and UPS at the Port Arthur site and a generator and UPS at the Sour Lake site where a tower and shelter already exist. 1.1.2 System Overview The Jefferson County regional radio system is centrally controlled by the Beaumont P25 master site. The new RF sites will connect through T1 backhaul to the Beaumont master site to allow radio users to make talkgroup calls between multiple sites in the system. The new sites will use the P25 protocols and utilize the new 700MHz public safety spectrum allocated to Jefferson and Hardin Counties. The sites are located to provide coverage in the areas in and around Port Arthur and Sour Lake. The Port Arthur site has been designed for future migration to the Jefferson County simulcast cell. The proposed implementation will develop the location into an RF site with the needed support facilities,including a new tower, shelter, and generator. The Port Arthur site will act as an independent repeater site covering the Port Arthur area until the Jefferson County simulcast cell has been upgraded to P25. At that point,the Port Arthur site will join the Jefferson County simulcast cell and the 700MHz frequencies will be reallocated to a different site in Jefferson County as previously planned in the long-term migration proposal to transition the regional radio system to full P25 compliance. This proposal includes the necessary hardware and services to install,configure, and commission two radio sites on the Jefferson County radio system. The identified sites are listed in Table 1-1. Table 1-1: Proposed Locations for RF Equipment Site Location Configuration Port Arthur 29-54-20.6N, 93-58-17.9W New 300ft tower and shelter proposed Sour Lake 30-08-26N, 094-23-39W Existing Sunoco 300ft tower and shelter City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-1 1.1.2.1 Block Diagram The Port Arthur and Sour Lake repeater sites will connect to the Beaumont Master site. This Master site currently supports three existing repeater sites and a four-site simulcast cell, as well as multiple dispatch locations.Detailed block diagrams of the proposed equipment are provided in Section 2, System Drawings.The high level system overview with existing and proposed sites is depicted in Figure 1-1. Beaumont ( !) i (21)Tr.--'--� I Silsbee 03 :Bragg - . e 3 , Repel Port Neches,,f11) a (5)Trunked t I (5)Trunked 1 (21)Tr,-."--'- 'c Repeaters . Repeaters i RepejHWY 73 4k �� — I i I I (21)Try.-,.—` 1' ;Oran a ^� •♦ I l I Repe)Crown >�s g �i�y ♦ I t I I (21)Trunked a (7)Trunked ® ♦ I i I I Repeaters Repeaters H \ N \ I I I I / — Orange PD .♦ \ i t I I / ;Port Arthur V• 1 `\ \♦ I t I I i/ (2)Dispatch Consoles (6)P25 Trunked a \", I 1 I 1__:.�._---- �, e Repeaters Prime Site '— — — Orange Sheriff Sour Lake C5 �� L — I (6)P25 Trunked t� (2)Dispatch Consoles Repeaters tr-'4 E Hardin Cnty SO Master Site Port Neches EOC ■ i (2)Dispatch Consoles j Cjil (2)Dispatch Consoles tit!ggWVir Port Arthur PD -- — — — — Groves PD 1 (6)Dispatch Consoles � � N. (1)Dispatch Consoles i - I Beaumont 911 Beaumont Fire Central Dispatch Jefferson Cnty SO I ,( (6)Dispatch Consoles (4)Dispatch Consoles I I (6)Dispatch Consoles ' (3)Dispatch Consoles uY gin= _-._. Figure 1-1: System Overview, including Proposed RF Sites City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted System Description 1-2 1.1.2.2 Equipment The following items are included in the system design: • Port Arthur RF Site: – 300ft Self Supporting tower. – 26ft x 12ft equipment shelter. – 50kW indoor generator. – 16kW UPS. – Six GTR 8000 P25 repeaters. – Subsite switch and gateway router. – Antennas and cable. – Master site license. • Sour Lake RF Site: – 35kW outdoor generator. – 10kW UPS. – Six GTR 8000 P25 repeaters. – Subsite switch and gateway router. – Antennas and cable. – Master site license. 1.1.2.3 Network Requirements 1 The proposed Port Arthur and Sour Lake RF sites will require Ti connectivity with the Beaumont P p Master Site. Port Arthur(and/or Hardin County) is required to provide a T1 to each site that meets the following specifications in Table 1-2. Table 1-2:T1 Specifications T1 SPECIFICATIONS Bit Error Rate—BER 1 x 10-6 Stratum Level 2 or Better Max. Delay 5 milliseconds (ms) Availability 99.999 % Line Coding B8ZS (bit B zero substitution) Signaling Clear Channel Compression None Framing ESF (extended super frame) Pulse Amplitude 0 dBdsx (3.0V+1- 0.3V or 6V P-P) Dry or Wet Dry, No voltage (-48 VDC or other)Present City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-3 1.1.2.4 Coverage Coverage maps have been provided in Section 3,Coverage Maps are for informational purposes only and depict the predicted coverage for each site.No coverage acceptance test has been included as part of the implementation services. The following site configuration in Table 1-3 was used to generate the provided coverage maps and as the basis for the proposed equipment. Table 1-3:Coverage Parameters Item Port Arthur(Water Plant) Sour Lake (Sunoco) Transmit Antenna Sinclair SC412-HF2LDF Sinclair SC412-HF2LDF Tx Height/Coax 300ft, 1-1/4" mainline 300ft, 1-1/4" mainline Receive Antenna Sinclair SC412-HF2LDF Sinclair SC412-HF2LDF Rx Height/Coax 300ft, 7/8" mainline 300ft, 7/8" mainline Subscriber Radio XTS 2500, belt level, swivel case XTS 2500, belt level, swivel case 1.1.2.5 Codeplugs Designated subscriber radios must be given an updated configuration file(codeplug)before they can access the new RF sites. Motorola will work with Port Arthur to update the existing Port Arthur and Hardin County public safety codeplug files to add the appropriate site access.Port Arthur and Hardin County public safety radios will be updated with the new codeplug prior to cutover. Motorola has received from Port Arthur a total count of 575 radios(475 for Port Arthur and 100 for Hardin County) that will require new codeplugs. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Description 1-4 SECTION 2 SYSTEM DRA System Drawings are included on the following pages. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted System Drawings 2-1 I al I 01 N E a r o H < H 16 n m w \ i \ h I U x H a . H N ur _J a. it:';°z I. x °x CD a J N 53/ g g41 N CC I m m ° _ / a © ! $ xidu H I— _ c M iti CC 0 Q o° F— o a u°z CC `).y O _ o� o a. =et 1CDIHSD3 t3 a 3 M d N PI E — ,o. 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N (0 u_ E .o N o m o 0 n Q o cC a' a' aa N r y-- n N QN L n \ / 5 Y L m-2 O p U J` o a� a cLgymo. o '2 U O C _.w � a' L .- Y w 2— 0 C L C' N L 2 w-p m o aa¢ a' N-o T V-o Z m. N O . m §i m m N N d C N m A° E m "o O N L Y N N r - w .E 0 0 c o m E m v 1— lD 0 2 CD N V C C m VI m y d O- E y O N O a 2 Z o.-F- F..)o Z N c z (..D Ga W I C] 0 0 I FC i SECTION 3 COVERAGE MAPS Coverage Maps are included on the following pages. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Coverage Maps 3-1 G CI L M y�� 9�sr i},- — 4st f LL m _ CD o CC 1 `y o - - a) _ S N rn s 1 _ csi t n v f. W cv v N a' o W y Su. - c7 m i Z y a co y £` *.h c I O . 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Z SECTION 4 M EST OF i�0 RK S TATS 4.1 OVERVIEW This Statement of Work(SOW) describes the deliverables to be furnished to The City of Port Arthur to implement the addition of two 6-channel RF sites to the Southeast Texas Regional Radio System, one site in Port Arthur and one site in Sour Lake.This scope includes a new tower,a new shelter with generator and UPS at the Port Arthur site,and a generator and UPS at the Sour Lake site.The tasks described herein will be performed by Motorola,its subcontractors, and Port Arthur to implement the solution described in the System Description.It describes the actual work involved in installation, identifies the installation standards to be followed,and clarifies the responsibilities for Motorola and Port Arthur during the project implementation. Specifically,this SOW provides: • A summary of the phases and tasks to be completed within the project lifecycle. • A list of the deliverables associated with the project. • A description of the responsibilities for both Motorola and Port Arthur. • The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation.In particular,Motorola has made assumptions of the sites to be used for the new system. Should any of the sites change, a revision to the SOW and associated pricing will be required. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations,Contract Design Review (CDR),and any other change orders that may occur during the execution of the project. 4.2 ASSUMPTIONS & DESIGN CAVEATS Motorola has based the system design on information gathered from meetings with Port Arthur,site walks and an analysis of Port Arthur's needs.All assumptions and design caveats have been listed below for review. • All work is to be performed during normal work hours,Monday through Friday 8:00 a.m. to 5:00 p.m. • The installation and recurring costs of all leased telecommunications links will be the responsibility of Port Arthur. • A preliminary frequency plan has been developed based on the Region 51 700MHz Public Safety frequency allocation plan for Jefferson and Hardin County.Motorola assumes that suitable radio licenses on suitable frequencies are available for all sites.Motorola assumes that all sites are free from interference from existing installed equipment, and the frequencies selected will not cause inter-modulation or desensitization problems. • The existing antenna structure at Sour Lake(Sunoco Tower)can support the required load. Motorola has included Tower Structural mapping and analysis services in this proposal to verify the proposed antennas can be mounted at the proposed heights. Any structural modifications that may be found to be required will be completed by Port Arthur and/or the Tower owner. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-1 • Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola-provided transmitter(s) to the Motorola-provided receiver(s). Should the system experience interference,Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. • No coverage acceptance testing is included with this offering. 4.3 CONTRACT 4.3.1 Contract Award (Milestone) • Port Arthur and Motorola execute the contract and both parties receive all the necessary documentation. 4.3.2 Contract Administration Motorola Responsibilities • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for project implementation. • Set up the project in the Motorola information system. • Schedule the project kickoff meeting with Port Arthur. Port Arthur Responsibilities • Assign a Project Manager, as the single point of contact responsible for Port Arthur signed approvals. • Assign other resources necessary to ensure completion of project tasks for which Port Arthur is responsible. Completion Criteria • Motorola internal processes are set up for project management. • Both,Motorola and Port Arthur,assign all required resources. • Project kickoff meeting is scheduled. 4.3.3 Project Kickoff Motorola Responsibilities • Conduct a project kickoff meeting during the CDR phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision-making authority between project participants. • Review the overall project scope and objectives with the Port Arthur representative(s). • Review the resource and scheduling requirements with Port Arthur. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-2 • Review the Project Schedule with Port Arthur to address upcoming milestones and/or events. • Review the teams' interactions (Motorola and Port Arthur),meetings,reports,milestone acceptance, and Port Arthur's participation in particular phases. Port Arthur Responsibilities • Port Arthur's key project team participants attend the meeting. • Review Motorola and Port Arthur responsibilities. Completion Criteria • Project kickoff meeting completed. • Meeting notes identify the next action items. 4.4 CONTRACT DESIGN REVIEW 4.4.1 Review Contract Design Motorola Responsibilities • Meet with the Port Arthur project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work,Project Schedule,and Acceptance Test Plans, and update the contract documents accordingly. • Discuss the proposed Cutover Plan and methods to document-a detailed procedure. • Submit design documents to Port Arthur for approval. These documents form the basis of the system,which Motorola will manufacture, assemble, stage,and install. • Prepare equipment layout plans for the field implementation. • Provide minimum acceptable performance specifications for microwave,fiber, or copper links for T1 connectivity from the Port Arthur and Sour Lake sites to the Beaumont Master site. • Establish demarcation point(supplied by the Motorola system engineer)to define the connection point between the Motorola-supplied equipment and the Port Arthur-supplied link(s) and external interfaces. • Finalize site development plan: — Determine each site's ability to accommodate proposed equipment based upon physical capacity. — If applicable, test existing equipment with which Motorola equipment will interface. • Motorola will provide assistance for Frequency Coordination including application preparation and submission. • Work with Port Arthur to identify radio interference between the new communication system and other existing radio systems. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-3 Restrictions: — Motorola assumes no liability or responsibility for inadequate frequency availability or frequency licensing issues. — Motorola is not responsible for issues outside of its immediate control. Such issues include, but are not restricted to,improper frequency coordination by others and non-compliant operation of other radios. — Motorola is not responsible for co-channel interference due to errors in frequency coordination by APCO or any other unlisted frequencies, or the improper design, installation, or operation of systems installed or operated by others. — If, for any reason, any of the proposed sites cannot be utilized due to reasons beyond Motorola's control,the costs associated with site changes or delays including,but not limited to, re-engineering,frequency re-licensing, site zoning,site permitting, schedule delays, site abnormalities,re-mobilization, etc.,will be paid for by Port Arthur and documented through the Change Order process. Port Arthur Responsibilities • Port Arthur's key project team participants attend the meeting. • Make timely decisions, according to the Project Schedule. • Frequency Licensing and Interference: — As mandated by FCC,Port Arthur,as the licensee,has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system. — Provide the FCC"call sign"station identifier for each site prior to system implementation. Completion Criteria • Complete Design Documentation,which may include updated System Description, Equipment List, system drawings, or other documents applicable to the project. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is"frozen"in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 4.4.2 Design Approval (Milestone) • Port Arthur executes a Design Approval milestone document. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-4 4.5 ORDER PROCESSING 4.5.1 Process Equipment List Motorola Responsibilities • Validate Equipment List by checking for valid model numbers,versions,compatible options to main equipment,and delivery data. • Enter order into Motorola's Customer Order Fulfillment(COF)system. • Create Ship Views,to confirm with Port Arthur the secure storage location(s)to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information,which direct the timing,method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s)to the Contract. • Procure third-party equipment if applicable. Port Arthur Responsibilities • Approve shipping location(s). Completion Criteria • Verify that the Equipment List contains the correct model numbers,version,options, and delivery data. • Trial validation completed. • Bridge the equipment order for shipping to field. 4.6 MANUFACTURING 4.6.1 Manufacture Motorola Fixed Network Equipment Motorola Responsibilities • Manufacture the Fixed Network Equipment(FNE)necessary for the system based on equipment order. Port Arthur Responsibilities • None. Completion Criteria • FNE shipped to the designated customer location. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-5 4.6.2 Manufacture Non-Motorola Equipment Motorola Responsibilities • Procure non-Motorola equipment necessary for the system based on equipment order. Port Arthur Responsibilities • None. Completion Criteria • Ship non-Motorola manufactured equipment to the field(customer designated location). 4.6.3 Ship Equipment to Field Motorola Responsibilities • Pack system for shipment to final destination. • Arrange for shipment to the field. Port Arthur Responsibilities • None. Completion Criteria • Equipment ready for shipment to the field. 4.7 CIVIL WORK 4.7.1 Site Development at Port Arthur Tower site 4.7.1.1 Site Scope Summary • Engineering services for site drawings and regulatory approvals—Included. • Zoning Services—Included. • New fenced compound/expansion size-55-foot x 65-foot. • Road length requiring improvement-90 feet. • New power run-100 feet,Electrical service type—Underground,200-amp - 120/240-volt, single-phase. • New shelter size—l2-foot x 26-foot with elevated foundation. • New generator size-50 kW,Type—Indoor. • New tower to be used for antennas-300-foot self-supported tower. • New tower foundation size—up to 400 cubic yards,Type—Drilled Pier. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-6 4.T1,2 Motorola Responsibilities Site Zoning • Coordinate zoning and permitting of the new tower site such that it is in full compliance with applicable jurisdictional requirements. Site Engineering • Prepare site construction drawings showing the layout of various new and existing site components. • Conduct site walks to collect pertinent information from the sites (e.g.,location of Telco,power, existing facilities, etc.) • Perform a boundary and topographic survey for the property on which the communication site is located or will be located. • Prepare a lease exhibit and sketch of the site to communicate to the property owner the proposed lease space and planned development at the particular site location. • Prepare zoning drawings that can be used to describe the proposed site installation in sufficient detail. • Prepare record drawings of the site showing the as-built information. • Perform construction staking around the site to establish reference points for proposed construction. • Perform NEPA Threshold Screening, including limited literature and records search and brief reporting,as necessary to identify sensitive natural and cultural features referenced in 47 CFR Chapter 1, subsection 1.1307 that may potentially be impacted by the proposed construction activity. This does not include the additional field investigations to document site conditions if it is determined that the proposed communication facility"may have a significant environmental impact"and thus require additional documentation, submittals, or work. Regional Environmental Review (RER)report submittals if required by FEMA have not been included. Perform Cultural Resource study as needed to identify sensitive historical and archaeological monuments that might be impacted by proposed construction. • Conduct up to 80-foot deep soil boring test at each tower leg,backfill holes with spoils and prepare geotechnical report of soil conditions at locations of the tower foundation. Grouting of boring holes or access by Automatic Traction Vehicle(ATV) -mounted rig is not included. • Conduct construction inspection of foundation steel prior to pour,materials testing of concrete and field density tests of backfill to ensure quality construction. • Check tower erection for plumbness, linearity and alignment after installation. • Perform inspection of the site and the work performed by the Contractor to document that the site is built in accordance with the"Site Plans" and document any deviations or violations. • Prepare, submit and track application for local petiuit fees(zoning, electrical,building etc.), prepare FAA filings and procure information necessary for filing. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-7 Site Preparation • Obtain the permits such as electrical,building, and construction permits, and coordinate any inspections with local authorities that may be needed to complete site development work. • Provide one-time mobilization costs for the construction crews. Any remobilization due to interruptions/delays that are out of Motorola's control will result in additional costs. • Perform light clearing of brush, grubbing and disposal of vegetation and shrub growth in the site compound area and a 20-foot path around it. • Perform light clearing of brush, grub roots and dispose vegetation and shrub growth in a 15-foot wide access road to the site(not to exceed 90 feet in length). • Grade the site compound and 10-foot path around it to provide a level, solid,undisturbed surface for installation of site components. • Supply and install gravel surfacing to a depth of 6 inches,underlain with geo-textile fabric within the fenced in site compound area, and a 3-foot path around it. • Provide a 15-foot wide access road(not to exceed 90 feet in length),including surface grading and graveling. • Provide silt fence around the compound to control soil erosion. • Supply and install 8-foot high chain-link fencing with a ten-foot wide gate around the shelter compound(not to exceed 240 linear feet). • Perform site touch up(fertilize, seed and straw)disturbed areas not covered with gravel after completion of construction work. Landscaping,decorative fencing or any other aesthetic improvement that may be required by local jurisdictions has not been included and will be handled through a negotiated contract change notice. Site Components Installation • Construct 1 reinforced elevated concrete and steel foundation necessary for a 12-foot x 26-foot shelter to be raised up to 7' above ground elevation. • Supply and install 1 prefabricated concrete shelter 12-foot x 26-foot(including 10-foot generator room). • Supply and install 1 120/240-volt,200-amp, single-phase meter pedestal and hookup for electrical service by the local utility. • Provide all trenching, conduit, and cabling necessary for underground hookup of power to the shelter from nearby utility termination located within 100 cable feet of the shelter. • Supply and install a perimeter grounding system around the compound and shelter.The ground system is to tie to the fence and all new metal structures within the compound to meet current Motorola's R56 standards. • Conduct 1 three-point ground resistance test of the site. Should any improvements to grounding system be necessary after ground testing,the cost of such improvements shall be the responsibility of Port Arthur. • Supply and install 1 freestanding 24-inch-wide cable/ice bridge from the tower to the shelter(up to 20 linear feet). City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-8 Tower Work • Construct drilled pier type tower foundations including excavation,rebar and concrete (not to exceed 400 cubic yards). • Erect new 300-foot self-supported tower with strobe lighting. • Supply and install grounding for the tower base for self-supported towers. Antenna and Transmission Line Installation • Install 3 antenna(s)for the RF system. • Install 1 tower top amplifier(s). • Install up to 320 linear feet of 1/2-inch transmission line. • Install up to 320 linear feet of 7/8-inch transmission line. • Install up to 640 linear feet of 1-1/4-inch transmission line. • Perform sweep tests on transmission lines. • Provide and install attachment hardware for supporting transmission lines on the antenna support structure every three feet. • Supply and install 1 ground buss bar at the bottom of the antenna support structure for grounding RF cables before they make horizontal transition. 4.7.1.3 Port Arthur Responsibilities • Motorola assumes that Customer has read the March 6,2009 Safety Alert for Operators (SAFO) issued by the Federal Aviation Authority which was attached to the proposal. Customer is responsible for evaluating the SAFO and its recommendations and is responsible for determining the appropriate course of action. Further, Customer is responsible for electing to install and use LED lights on the communication towers. Motorola bears no responsibility for monitoring or communicating FAA alerts or memos. Customer will continue to monitor FAA alerts and memos as it deems appropriate. Motorola disclaims any and all liability for any claims of any nature arising from or related to installation or use of certain LED lights on towers. SAFO Document: http://www.faa.gov/other_visit/aviation_industry/airline operators/airline_safety/safo/all_safos/m edia/2009/SAFO09007.pdf Please note if the Customer intends to implement the FAA SAFO recommendation,Motorola will be able to provide a separate quote as an alternative solution to the lighting system specified that weaves infra-red and LED lighting together so the light is visible with night vision goggles. • If required,prepare and submit EME plans for the site(as a licensee)to demonstrate compliance with FCC RF Exposure guidelines. [Note: Should the customer desire guidance with this task, Motorola is able to recommend resources. Additionally,Appendix A of Motorola's Standards and Guidelines for Communication Sites (R56) discusses Electromagnetic Energy and provides a basic methodology for structuring an FCC compliant program.If the customer does not have a copy of Motorola's Standards and Guidelines for Communication Sites (R56)v 2005,one will be provided.] • As applicable, coordinate,prepare, submit, and pay for all required permits and inspections for the work that is the Customer's responsibility. • Pay for all utility connection,pole or line extensions,and any easement or usage fees. • City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-9 • Review and approve site design drawings within 7 calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be required,the Customer shall review and approve the re-submitted plans within 7 calendar days from the date of submittal. • Pay for the usage costs of power, leased lines and generator fueling both during the construction/installation effort and on an on-going basis. • Pay for application fees,taxes and recurring payments for lease/ownership of the property. • Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. • As applicable (based on local jurisdictional authority),the Customer will be responsible for any installation or up-grades of the electrical system in order to comply with NFPA 70, Article 708. • Secure power connection to the site, associated permitting and installation of a meter and disconnect within 50 feet of the proposed shelter location. • Provide additional temporary space for staging of the construction equipment during the construction of new site facilities (tower, shelter, etc.) 4.7.1.4 Completion Criteria • All sites are ready for equipment installations in compliance with Motorola's R56 standards. 4.7.1.5 Assumptions • No prevailing wage, certified payroll, mandatory union workers or mandatory minority workers are required for this work. • All work is assumed to be done during normal business hours as dictated by time zone(Monday thru Friday,7:30 a.m.to 5:00 p.m.) • All recurring and non-recurring utility costs [including,but not limited to, electrical, Telco]will be borne by the Customer or site owner. • All utility installations shall be coordinated and paid for by the site owner and located at jointly agreed to location within or around the new communications shelter or equipment room. • Site has adequate electrical service for the new shelter and tower.Utility transformer,transformer upgrades, line, or pole extensions have not been included. • Pricing has been based on National codes such IBC or BOCA. Local codes or jurisdictional requirements have not been considered in this proposal. • Hazardous materials are not present at the work location. Testing and removal of hazardous materials, found during site investigations, construction or equipment installation will be the responsibility of the customer. • A maximum of 30 days will be required for obtaining approved building permits from time of submission, and a maximum of 60 days will be required for zoning approvals from time of submittal. • No improvements are required for concrete trucks,drill rigs, shelter delivery, and crane access. • If extremely harsh or difficult weather conditions delay the site work for more than a week, Motorola will seek excusable delays rather than risk job site safety. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-10 • In absence of geotechnical reports,foundations and subsurface conditions for tower design are based on presumptive sand soil parameters,as defined by EIA-222-G. Also,rock coring,piling, extensive dewatering of foundations,permanent casings or hazardous material removal has not been included. • For zoning approvals,a maximum of 60 days will be required from time of submittal with attendance at maximum of two(2)required planning meetings. • The new tower location will pass the FAA hazard study, zoning,FCC and environmental permitting. • The restoration of the site surroundings by fertilizing, seeding and strawing the disturbed areas will be adequate. Additional landscaping or aesthetic improvements(decorative fencing,tree plantings, stealth towers etc.) will not be required. • Tower and foundation sizing is based on the tower loading requirements as a result of the RF Antenna System design and the Microwave Antenna System design(i.e. -dish sizes and locations obtained from paper path studies). If after physical path studies, the dish sizes and locations change,then Motorola will then review the impact to tower structure and foundations and revise applicable costs. • If as a result of NEPA studies,any jurisdictional authority should determine that a proposed communications facility "may have a significant environmental impact",the environmental impact studies or field testing and evaluation related to such determination have not been included. • A medium intensity strobe lighting has been included.Painting or dual lighting of any new towers has not been included. • A waiver to zoning requirements like setbacks, tower height limitations, etc. can be obtained. • The soil resistivity at the site is sufficient to achieve resistance of ten(10) ohms or less. Communications site grounding will be designed and installed per Motorola's Standards and Guidelines for Communications Sites (R56). • Underground utilities are not present in the construction area, and as such no relocation will be required. • Spoils from the tower foundations can be dispersed on the property and will not be required to be transported to a dump location. • Foundations for the shelter, generator and fuel tank are based"normal soil" conditions as defined by TIA/EIA 222-F. Footings deeper than 30 inches,raised piers, rock coring, dewatering, or hazardous material removal have not been included. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-11 4/.1.6 Site Development Complete, Port Arthur Tower Site • All site development completed, and approved by Port Arthur. • Site development completed per issued for construction(IFC) construction drawings,project requirements,contractual obligations (including any customer/Motorola approved changes)and approved by Port Arthur .This shall be confirmed by contractor and reviewed with Motorola construction manager and project manager before inspections occur. • All jurisdictional and contractual required testing and inspections to be performed by the contractor. (Contractual testing and inspections defined and agreed to with project team and customer prior to project kick off;vendor solely responsible for conducting,coordinating and paying for all jurisdictional testing and inspections). • Motorola site development checklist shall be completed and signed off by contractor prior to customer inspection. (Review with project team and customer and amend checklist as required at project kick off or before work begins). • Site turn-over package completed and turned over to Motorola(As defined and agreed to with project team and customer). • All punchlist and deficiencies shall be completed prior to customer and Motorola inspections. 4.7.2 Site Development at Sunoco Tower site (Hardin County) 4.7.2.1 Site Scope Summary • Engineering services for site drawings and regulatory approvals—Included. • New generator size-35 kW,Type—Outdoor. • New fuel tank size-500 Gallon Propane. • Existing 300 ft Guyed Tower to be used for antennas. 4.7.2.2 Motorola Responsibilities Site Engineering • Conduct site walks to collect pertinent information from the sites(e.g., location of Telco,power, existing facilities, etc.) • Prepare a lease exhibit and sketch of the site to communicate to the property owner the proposed lease space and planned development at the particular site location. • Prepare record drawings of the site showing the as-built information. • If necessary,perform National Environmental Policy Act(NEPA)Threshold Screening,including limited literature and records search and brief reporting, as necessary to identify sensitive natural and cultural features referenced in 47 Code of Federal Regulations (CFR)Chapter 1, subsection 1.1307 that maybe potentially impacted by the proposed construction activity. This does not include the additional field investigations to document site conditions if it is determined that the proposed communication facility"may have a significant environmental impact" and thus require additional documentation, submittals, or work. • Perform four point soil resistivity testing at the time of site visit. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-12 • Provide a structural engineering analysis for antenna support structure, if necessary,to support the proposed antenna system. If the tower structure fails the analysis,the cost of any site relocation or modifications to the tower required to support the antenna system will be the responsibility of Port Arthur.NOTE: This task does not include structural measurement survey, materials testing, geotechnical investigation, and/or other field investigation to acquire the data.If applicable,these tasks will be noted separately in the SOW. • Provide tower climbing and tower mapping services for towers up to 350 feet to collect information about the existing equipment. • Preparation, submission and tracking of application for local permit fees(zoning, electrical, building etc.)and procurement of information necessary for filing. Site Preparation • Obtain the permits such as electrical,building, and construction permits,and coordinate any inspections with local authorities that may be needed to complete site development work. • Provide one-time mobilization costs for the construction crews.Any remobilization due to interruptions/delays that are out of Motorola's control will result in additional costs. Site Components Installation • Construct 1 foundation for the 35 kW generator with reinforcing steel necessary for foundations. • Construct 1 foundation for 500 Gallon propane tank with reinforcing steel necessary for foundations. • Supply and install 1 standby power generator(35 kW), and fuel tank, located within 20 feet of the ATS, including interconnection wiring between the generator,transfer switch, and site electrical service mains. • Supply and install a grounding system for the new metal components to meet current Motorola's R56 standards. Antenna and Transmission Line Installation • Install 2 antenna(s)for the RF system. • Supply and install 2 heavy duty mount(s) for antennas. • Install 1 tower top amplifier(s). • Install up to 320 linear feet of 1/2-inch transmission line. • Install up to 320 linear feet of 7/8-inch transmission line. • Install up to 320 linear feet of 1-1/4-inch transmission line. • Perform sweep tests on transmission lines. • Provide and install attachment hardware for supporting transmission lines on the antenna support structure every three feet. • Supply and install 1 ground buss bar at the bottom of the antenna support structure for grounding RF cables before they make horizontal transition. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-13 Existing Facility Improvement Work • Supply and install 1 200-amp breaker panel with capacity for 30 circuits. • Supply and install 1 300-amp breaker panel with capacity for 42 circuits. • Supply and install 12 20-amp breakers in the distribution panel and wire to outlets located on an average within 35 cable feet. • Supply and install 1 80-amp breakers in the distribution panel and wire to outlets located on an average within 35 cable feet. • Install 1 new single-phase UPS equipment and wire output to UPS distribution panel. • Install 1 Type 2 surge protector on electrical service side of the ATS. • Install 1 primary Type 1 surge protector on the room electrical feed to protect the equipment from surges. • Install 1 automatic transfer switch and connect it to generator and electric main. • Ground all new metallic objects in the interior of the existing room,to meet current Motorola's Standards and Guidelines for Communications Sites(R56) requirements and terminate near equipment locations. • Provide and install entry port for RF cables. 4.7.2.3 Port Arthur Responsibilities • Motorola assumes that Customer has read the March 6, 2009 Safety Alert for Operators (SAFO) issued by the Federal Aviation Authority which was attached to the proposal. Customer is responsible for evaluating the SAFO and its recommendations and is responsible for determining the appropriate course of action. Further, Customer is responsible for electing to install and use LED lights on the communication towers. Motorola bears no responsibility for monitoring or communicating FAA alerts or memos. Customer will continue to monitor FAA alerts and memos as it deems appropriate. Motorola disclaims any and all liability for any claims of any nature arising from or related to installation or use of certain LED lights on towers. SAFO Document: http://www.faa.gov/other_visit/aviation industry/airline_operators/airline_safety/safo/all_safos/m edia/2009/SAFO09007.pdf Please note if the Customer intends to implement the FAA SAFO recommendation,Motorola will be able to provide a separate quote as an alternative solution to the lighting system specified that weaves infra-red and LED lighting together so the light is visible with night vision goggles. • If required,prepare and submit EME plans for the site (as a licensee)to demonstrate compliance with FCC RF Exposure guidelines. [Note: Should the customer desire guidance with this task, Motorola is able to recommend resources. Additionally, Appendix A of Motorola's Standards and Guidelines for Communication Sites (R56) discusses Electromagnetic Energy and provides a basic methodology for structuring an FCC compliant program.If the customer does not have a copy of Motorola's Standards and Guidelines for Communication Sites (R56)v 2005,one will be provided.] • As applicable,coordinate,prepare, submit, and pay for all required permits and inspections for the work that is the Customer's responsibility. • Pay for all utility connection,pole or line extensions,and any easement or usage fees. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-14 • Review and approve site design drawings within 7 calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be required,the Customer shall review and approve the re-submitted plans within 7 calendar days from the date of submittal. • Pay for the usage costs of power,leased lines and generator fueling both during the construction/installation effort and on an on-going basis. • Pay for application fees,taxes and recurring payments for lease/ownership of the property. • Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. • Secure clear and unencumbered title,MOU,or Lease Agreement with the property owner. • Provide property deed or lease agreement, and boundary survey, along with existing as-built drawings of the site and site components to Motorola for conducting site engineering. • Provide a right of entry letter from the site owner for Motorola to conduct field investigations. • Provide clear and stable access road to the site for heavy-duty construction vehicles, cement trucks and cranes. Sufficient space must be available at the site for these vehicles to maneuver under their own power, without assistance from other equipment. • Arrange for space on the structure for installation of new antennas at the proposed heights on designated existing antenna-mounting structures. • Provide as-built structural and foundation drawings of the structure and site location(s) along with geotechnical report(s)for Motorola to conduct a structural analysis. • Provide support facilities for the antenna cables (cable ladder, waveguide bridge)from the antenna to the equipment room. • Confirm that there is adequate utility service to support the new equipment and ancillary equipment. • As applicable (based on local jurisdictional authority),the Customer will be responsible for any installation or up-grades of the electrical system in order to comply with NFPA 70,Article 708. 4.7.2.4 Assumptions • No prevailing wage, certified payroll,mandatory union workers or mandatory minority workers are required for this work. • All work is assumed to be done during normal business hours as dictated by time zone (Monday thru Friday,7:30 a.m. to 5:00 p.m.) • All recurring and non-recurring utility costs [including,but not limited to, generator fuel(except first fill),electrical,Telco] will be borne by the Customer or site owner. • Pricing has been based on National codes such IBC or BOCA. Local codes or jurisdictional requirements have not been considered in this proposal. • Hazardous materials are not present at the work location. Testing and removal of hazardous materials, found during site investigations, construction or equipment installation will be the responsibility of the customer. • A maximum of 30 days will be required for obtaining approved building permits from time of submission. • No improvements are required for concrete trucks, drill rigs, shelter delivery,and crane access. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-15 • If extremely harsh or difficult weather conditions delay the site work for more than a week, Motorola will seek excusable delays rather than risk job site safety. • As applicable(based on local jurisdictional authority),the Customer will be responsible for any installation or up-grades of the electrical system in order to comply with NFPA 70,Article 708 • The existing ground system and soil resistivity at the site is sufficient to achieve resistance of 10 ohms or less. Communication site grounding will be designed and installed per Motorola's R56 standards. • Structural and foundation drawings of the antenna support structure will be made available to preclude the need for ultrasonic testing or mapping of existing tower structural members. • Lead paint testing of existing painted towers has not been included. • On the existing tower,the antenna locations for the proposed antenna system design will be available at the time of installation. • The site has adequate utility service to support the proposed equipment loading. Utility transformer upgrades or step-up or down transformers will not be required. • Underground utilities are not present in the construction area and as such no relocation will be required. • The existing antenna support structure is structurally capable of supporting the new antenna, cables, and ancillary equipment proposed and will not need to be removed or rebuilt at the existing site. The tower or supporting structure meets all applicable EIA/TIA-222 structural, foundation,ice,wind,and twist and sway requirements.Motorola has not included any cost for structural or foundation upgrades to the antenna support structure. • The existing cable support facilities from the antenna to the cable entry port can be used for supporting the new antenna cables. • Structural analyses for towers or other structures that have not been performed by Motorola will relinquish Motorola from any responsibility for the analysis report contents and/or recommendation therein. • Alarming at existing sites will be limited to new component installations and will have to be discussed and agreed to on a site-by-site basis. 4.7.2.5 Site Development Complete, Sunoco Tower Site (Hardin County) • Site development completed per issued for construction(IFC) construction drawings,project requirements,contractual obligations (including any customer/Motorola approved changes) and approved by Port Arthur. • This shall be confirmed by contractor and reviewed with Motorola construction manager and project manager before inspections occur. • All jurisdictional and contractual required testing and inspections to be performed by the contractor. (Contractual testing and inspections defined and agreed to with project team and customer prior to project kick off;vendor solely responsible for conducting, coordinating and paying for all jurisdictional testing and inspections). • Motorola site development checklist shall be completed and signed off by contractor prior to customer inspection. (Review with project team and customer and amend checklist as required at project kick off or before work begins). City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-16 • Site turn-over package completed and turned over to Motorola(As defined and agreed to with project team and customer). • All punchlist and deficiencies shall be completed prior to customer and Motorola inspections. 4.8 SYSTEM INSTALLATION 4.8.1 Install Fixed Network Equipment 4.8.1.1 Motorola Responsibilities • Motorola will be responsible for the installation of all fixed equipment contained in the equipment list and outlined in the System Description based upon the agreed upon floor plans, at the sites where the physical facility improvement is complete and the site is ready for installation. All equipment will be properly secured to the floor and installed in a neat and professional manner,employing a standard of workmanship consistent with its own R56 installation standards and in compliance with applicable National Electrical Code (NEC),EIA,Federal Aviation Administration(FAA)/Transport Canada, and FCC standards and regulations/Industry Canada. • For installation of the fixed equipment at the identified sites,Motorola will furnish all cables for power, audio,control, and radio transmission to connect the Motorola supplied equipment to the power panels or receptacles and the audio/control line connection point. • During field installation of the equipment, any required changes to the installation will be noted and assembled with the final `as-built' documentation of the system. • Will not provide storage location for the Motorola-provided equipment. • Receive and inventory all equipment. • Bond the supplied equipment to the site ground system in accordance with Motorola's R56 standards. • Will interface with the following network connections,T1 provided by the customer. • Will not remove existing equipment. • Will not relocate existing equipment to a location designated by Port Arthur. • Will not dispose of existing equipment. 4.8.1.2 Port Arthur Responsibilities • Provide secure storage, if required, for the Motorola-provided equipment, at a location central to the sites. Motorola coordinates the receipt of the equipment with the Port Arthur designated contact,and inventory all equipment. • Provide access to the sites, as necessary. 4.8.1.3 Completion Criteria • Fixed Network Equipment installation completed and ready for optimization. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-17 4.8.1.4 Fixed Network Equipment Installation Complete • All fixed network equipment installed and accepted by Port Arthur. 4.8.2 System Installation Acceptance (Milestone) • All equipment installations are completed and accepted by Port Arthur. 4.9 SYSTEM OPTIMIZATION 4.9.1 Optimize System FNE 4.9.1.1 Motorola Responsibilities • Motorola and its subcontractors optimize each subsystem. • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Check forward and reflected power for all radio equipment,after connection to the antenna systems,to verify that power is within tolerances. • Check audio and data levels to verify factory settings. • Verify communication interfaces between devices for proper operation. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR/system staging. • Install and integrate the RF sites with the system,then optimize and activate the sites in the Master Zone Controller. 4.9.1.2 Port Arthur Responsibilities • Provide access/escort to the sites. 4.9.1.3 Completion Criteria • System FNE optimization is complete. • City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-18 4.9.2 Link Verification 4.9.2.1 Motorola Responsibilities • Perform test to verify site link performance,prior to the interconnection of the Motorola-supplied equipment to the link equipment. If used, It should be noted that 900 MHz, 2.4 GHz, and 5.2/5.4/5.8 GHz bands are unlicensed. Therefore, Motorola has no control over signal emissions in these bands that may interfere with the desired signals. Although link surveys will identify possible existing interference sources,there is no guarantee that interference will not emerge after the survey. Motorola can assist Port Arthur in assessing interference issues if they occur, however,the cost for the services and any additional equipment necessary to resolve the interference problem are beyond the scope of the generic link survey and installation. 4.9.2.2 Port Arthur Responsibilities • Make available the required links which meet the specifications supplied by Motorola at the CDR. 4.9.2.3 Completion Criteria • Link verification successfully completed. 4.9.2.4 Optimization Complete • System optimization is completed. Motorola and Port Arthur agree that the equipment is ready for acceptance testing. 4.10 AUDIT AND ACCEPTANCE TESTING 4.10.1 Perform R56 Installation Audit 4.10.1.1 Motorola Responsibilities • Perform R56 site-installation quality audits,verifying proper physical installation and operational configurations. • Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's Standards and Guidelines for Communication Sites(R56). 4.10.1.2 Port Arthur Responsibilities • Provide access/escort to the sites. • Witness tests, if desired. 4.10.1.3 Completion Criteria • All R56 audits completed successfully. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Statement of Work 4-19 4.10.2 Perform Equipment Testing 4.10.2.1 Motorola Responsibilities • Test individual components of the system to verify compliance to the equipment specifications. • Repeat any failed test(s) once Motorola(or Port Arthur)has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package. 4.10.2.2 Port Arthur Responsibilities • Witness tests if desired. 4.10.2.3 Completion Criteria • Successful completion of equipment testing. 4.10.3 Perform Functional Testing 4.10.3.1 Motorola Responsibilities • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. • If any major task as contractually described fails,repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests. • Document the results of the acceptance tests and present to the Port Arthur for review. • Resolve any minor task failures before Final System Acceptance. 4.10.3.2 Port Arthur Responsibilities • Witness the functional testing. 4.10.3.3 Completion Criteria • Successful completion of the functional testing. • Port Arthur approval of the functional testing. 4.10.4 System Acceptance Test Procedures (Milestone) • Port Arthur approves the completion of all the required tests. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-20 4.11 SUBSCRIBER RADIO CODEPLUG UPDATES 4.11.1 Motorola Responsibilities • Motorola assists Port Arthur and Hardin County in defining each radio that requires a codeplug update to access the new sites. • Motorola participates in a meeting to finalize any changes among user groups. • Program the approved configuration file(codeplug)into the identified subscriber radios. 575 Radio programming has been included in this proposal(475 for Port Arthur and 100 for Hardin County). 4.11.2 Port Arthur Responsibilities • Verify Port Arthur and Hardin County subscriber radios to be reprogrammed. • Coordinate the gathering of the identified subscriber radios for reprogramming. 4.11.3 Completion Criteria • Identified Radios reprogrammed with new RF sites(Port Arthur and Sour Lake)and approved by the Port Arthur. 4.11.4 Subscribers Complete • All Subscribers are programmed and/or distributed, and approved by Port Arthur. 4.12 FINALIZE 4.12.1 Cutover 4.12.1.1 Motorola Responsibilities • Motorola and Port Arthur develop a mutually agreed upon cutover plan based upon discussions held during the CDR. • During cutover,follow the written plan and implement the defined contingencies, as required. • Conduct cutover meeting(s)with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-21 4.12.1.2 Port Arthur Responsibilities • Attend cutover meetings and approve the cutover plan. • Notify the user group(s)affected by the cutover(date and time). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. • Ensure that all Subscriber users are trained and the Subscribers have been activated on the system. • Provide Motorola with the subscriber information for input into the system database, for activation. • Ensure that all subscribers are operating on new system prior to old system being removed. Completion Criteria • Successful migration from the old system to the new system. 4.12.2 Resolve Punchlist 4.12.2.1 Motorola Responsibilities • Work with Port Arthur to resolve punchlist items,documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. 4.12.2.2 Port Arthur Responsibilities • Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system,and approval of the resolved punchlist item(s). 4.12.2.3 Completion Criteria • All punchlist items resolved and approved by Port Arthur. 4.12.3 Transition to Service/Project Transition Certificate 4.12.3.1 Motorola Responsibilities • Review the items necessary for transitioning the project to warranty support and service. • Provide a Customer Support Plan detailing the warranty and post-warranty support,if applicable, associated with the Contract equipment. 4.12.3.2 Port Arthur Responsibilities • Participate in the Transition Service/Project Transition Certificate(PTC)process. 4.12.3.3 Completion Criteria • All service information has been delivered and approved by Port Arthur. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-22 4.12.4 Finalize Documentation 4.12.4.1 Motorola Responsibilities • Provide an electronic as-built system manual on a Compact Disc (CD). The documentation will include the following: — System-Level Diagram. — Site Block Diagrams. — Site Floor Plans. — Site Equipment Rack Configurations. — Antenna Network Drawings for RF Sites. — ATP Test Checklists. — Functional Acceptance Test Plan Test Sheets and Results. — Equipment Inventory List. Drawings are created utilizing AutoCAD design software and will be delivered in Adobe PDF format. All other system manual documents converted from native format to Adobe PDF format to be included on the System Manual CD. 4.12.4.2 Port Arthur Responsibilities • Receive and approve all documentation provided by Motorola. 4.12.4.3 Completion Criteria • All required documentation is provided and approved by Port Arthur. 4.12.5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from Port Arthur. 4.13 PROJECT ADMINISTRATION 4.13.1 Project Status Meetings Motorola Responsibilities • As agreed on,Motorola Project Manager, or designee,will attend all project status meetings with Port Arthur,as determined during the CDR. • Record the meeting minutes and supply the report. • The agenda will include the following: — Overall project status compared to the Project Schedule. — Product or service related issues that may affect the Project Schedule. — Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. — Any miscellaneous concerns of either Port Arthur or Motorola. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-23 Port Arthur Responsibilities • Attend meetings. • Respond to issues in a timely manner. Completion Criteria • Completion of the meetings and submission of meeting minutes. 4.13.2 Progress Milestone Submittal Motorola Responsibilities • Submit progress(non-payment)milestone completion certificate/documentation. Port Arthur Responsibilities • Approve milestone,which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria • Port Arthur approval of the Milestone Completion document(s). 4.13.3 Change Order Process • Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost,change in system configuration or adds time to the project's timeline required to perform this Agreement,the Parties will agree to an equitable adjustment of the Contract Price,Performance Schedule, or both, and will reflect the adjustment in a change order.Neither Party is obligated to perform requested changes unless both Parties execute a written change order. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-24 4.13.3.1 Example - Change Order Form Change Order No. Date: Project Name: Customer Name: Customer Project Mgr: The purpose of this Change Order is to: (highlight the key reasons for this Change Order) Contract# REQUIRED Contract Date: In accordance with the terms and conditions of the contract identified above between the Customer and Motorola Solutions,Inc.,the following changes are approved: Contract Price Adjustments Original Contract Value: $ Previous Change Order amounts for Change Order numbers $ through This Change Order: $ New Contract Value: $ Completion Date Adjustments Original Completion Date: Current Completion Date prior to this Change Order: New Completion Date: Changes in Equipment: (additions, deletions or modifications) City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-25 Changes in Services: (additions, deletions or modifications) Schedule Changes: (describe change or N/A) Pricing Changes: (describe change or N/A) Customer Responsibilities (describe change or N/A) Payment Schedule for this Change Order: (describe new payment terms applicable to this change order) City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Statement of Work 4-26 Unless amended above, all other terms and conditions of the Contract shall remain in full force.If there are any inconsistencies between the provisions of this Change Order and the provisions of the Contract,the provisions of this Change Order will prevail. IN WITNESS WHEREOF the parties have executed this Change Order as of the last date signed below. Motorola Customer Solutions, Inc. By: By: Printed Name: Printed Name: Title: Title: -_ Date: Date: Reviewed by: Motorola Solutions Project Manager Date City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Statement of Work 4-27 SECTION 5 wARRANTY SERVICES Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal.As Motorola's continuing commitment to supporting your system,warranty services can be extended after the first year to provide maintenance and service support in future years. Any of the services that we identify can be customized in future years, and are available for purchase either in"System Support Services" packages or as individual service offerings. These system support services significantly benefit Port Arthur because the system can be effectively supported after the warranty period,thereby maximizing the operational capabilities and useful life of the system and protecting your investment in the system. Post-warranty support has not been included with this offering but can be provided upon request. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Warranty Services 5-1 SECTION 6 PRICING SUMMARY City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. ® Motorola Solutions Confidential Restricted Pricing Summary 6-1 Communication Site and GTR8000 Repeaters Port Arthur P25 Site $ 203,089.00 6 GTR8000 P25 Repeaters, Antennas,Lines, Master Site Licenses and Networking Equipment. 300' Self Supporting Tower $ 133,107.00 Includes Dual LED Light Kit 12X26 Building with Indoor Generator and UPS $ 146,282.00 Includes 50KW LP Indoor Generator and 16KW UPS. Building will meet R56 specifications. Site Installation $ 566,982.00 Includes Site Preparation, Tower installation,Tower Foundation, Shelter Installation, 7' Raised Shelter Foundation,Site Restoration,Antenna Installation and Existing Tower Removal System Integration $ 189,923.00 Includes Project management,System Engineering,Installation and Subscriber reprogramming and Frequency Licensing Port Arthur Site Sub-Total $ ` 1,239,383.00_ Hardin County P25 Site $ 294,083.00 6 GTR8000 P25 Repeaters, Antennas,Lines,Master Site Licenses and Networking Equipment,10KW UPS and 35KW Outdoor Generator System Integration $ 88,594.00 Includes Project management,System Engineering,Installation, Frequency Licensing and Subscriber reprogramming. Hardin County Site Sub-Total 5 382,677.00; System Discount $ (113,060.00) Contract and Notice to Proceed before December 31,2014 SYSTEM TOTAL $ 1,509,000.00 November 17,2014 City of Port Arthur,Texas Use or disclosure of this proposal is subject Communications Site and GTR 8000 Repeaters to the restrictions on the cover page. 6-2 Pricing Summary Motorola Solutions Confidential Restricted SECTION 7 TERMS AND CONDITIONS Terms and Conditions are included on the following pages. City of Port Arthur,Texas November 17,2014 Communications Site and GTR 8000 Repeaters Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Conditions 7-1 PURCHASE AGREEMENT THIS AGREEMENT ("Agreement") is made and entered into this 23rd day of December, 2014 by and between Motorola Solutions, Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller") and City of Port Arthur, TX, a body corporate and politic ("Purchaser"). WITNESSETH: WHEREAS,the Purchaser desires to purchase Communications products and services; and WHEREAS, Motorola desires to sell Communications products and services to Purchaser; and WHEREAS, Houston-Galveston Area Council ("H-GAC"), acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including the Purchaser) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and WHEREAS, H-GAC and Motorola entered into that certain Contract dated as of May 30th, 2012 (the"Contract"), which provided that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 6 of the Contract, Motorola and Purchaser now wish to enter into this Purchase Agreement to delineate the specific terms of the purchase of radio communications equipment and services from Motorola by the Purchaser. THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: Exhibit A General Provisions. Exhibit B Motorola Software License Agreement. Exhibit C Technical and Implementation Documents, consisting of: Equipment List, Statement of Work and System Description all dated November 17, 2014 Exhibit D Motorola/H-GAC Contract NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: Motorola Contract No. - 1 - Purchase Agreement 9.8.2011 Section 1 SCOPE OF WORK A. Motorola shall furnish all of the equipment and software as outlined in Exhibit C and provide the tools, supplies, labor and supervision necessary for the installation of the items purchased in accordance with Exhibit C. B. In addition to responsibilities described in the Statement of Work, Purchaser shall perform the following coincident with the performance of this Agreement: (1) Provide a designated Project Director. (2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola. (3) Provide a designated work area with adequate heat and light, and a secure storage area for equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Purchaser's facilities and/or vehicles. Section 2 PERIOD OF PERFORMANCE A. Whenever a party knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, the party shall within thirty (30) days give the other party notice thereof and may request an extension of time to perform the work. B. In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that Purchaser will accept shipment, and make payment as required by this Agreement. C. It is also agreed that equipment shipping dates reflected in this Agreement are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 3 PAYMENT SCHEDULE A. Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the sum of One Million Five Hundred Nine Thousand dollars ($1.509,000) which includes the H- GAC administration fee. The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit"C". B. Payments to Motorola shall be made according to the following milestones: 1. 20% is due upon completion of the Detailed Design Review; Motorola Contract No. -2- Purchase Agreement 9.8.2011 2. 50% will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 15% will be invoiced immediately after System Acceptance; and 4. 15%will be invoiced immediately after Final Acceptance. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable. C. In the event of failure or delay by the Purchaser in providing sites, space, approvals, licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment, it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the Purchaser will accept the equipment and make payment in accordance with the terms of this Agreement. Any additional costs incurred by Motorola for storage of equipment will be invoiced and paid by Purchaser. D. Payments to Motorola shall be made as follows: (i) Motorola shall immediately forward an invoice for the payment requested in Section 6(B) above to Purchaser. (ii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. E. Motorola will pay H-GAC's administrative fee in accordance with the payment terms of Motorola/H-GAC Contract dated May 30th, 2012. F. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the date as set forth above and continues until the date of project completion or expiration of the Warranty Period, whichever occurs last. Section 4 PROJECT MANAGEMENT A. If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technical direction of this project. Motorola, at any time, may designate a new or alternate Project Manager with written notice to Purchaser and H-GAC. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola's cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Motorola Contract No. -3- Purchase Agreement 9.8.2011 Section 5 NOTICE ADDRESSES A. Motorola Solutions, Inc. 1303 East Algonquin Road Schaumburg,IL 60196 Attn.: Law Department B. City of Port Arthur,TX 300 Waco St Port Arthur,TX 77640 C. Houston-Galveston Area Council 3555 Timmons Lane, Suite 120 Houston,Texas 77027 Attn.: Public Services Manager Section 6 ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the following order: The main body of this Agreement. Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Technical and Implementation Documents, consisting of: Equipment List, System Description and Statement of Work. Exhibit D Motorola/H-GAC Contract dated May 30th, 2012 Section 7 DISPUTES Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator. Motorola and the Purchaser will bear their own costs but will share the cost of the mediator equally. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non- binding alternate dispute resolution procedure("ADR"). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be Motorola Contract No. -4- Purchase Agreement 9.8.2011 submitted to a court of competent jurisdiction in Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. All communications pursuant to the negotiation and mediation 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 any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if(a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 8 SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or portion of such provision shall be considered severable, and the remainder of this Agreement shall not be affected. Section 9 HEADINGS AND SECTION REFERENCES The headings given to the paragraphs are inserted for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Section 10 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3 (Payment Schedule) if any payment obligations exist; Section 6 (Order of Precedence); Section 7 (Disputes); Section 8 (Severability); Section 9 (Headings and Section References); Section 10(Survival of Terms) and Section 11 (Full Agreement). Motorola Contract No. -5- Purchase Agreement 9.8.2011 Section 11 FULL AGREEMENT This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. The preprinted terms and conditions found on any Purchaser purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each party signs that document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below. MOTOROLA SOLUTIONS,INC. PURCHASER By: l� By: (Signature) (Signature) Name: Edward Fuerst Name: (Print-Block Letters) (Print-Block Letters) Title: MSSSI Vice President Title: (Print-Block Letters) (Print-Block Letters) Date: December 16, 2014 Date: Motorola Contract No. -6- Purchase Agreement 9.8.2011 EXHIBIT A GENERAL PROVISIONS MOTOROLA SOLUTIONS, INC. Section 1 STANDARDS OF WORK Motorola agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXES The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor. Section 3 SHIPPING, TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination. After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be borne by the Purchaser. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or under any circumstances. Section 4 CHANGES IN THE WORK A. The Purchaser may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Motorola is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. Motorola Contract No. - 1 - Purchase Agreement 9.8.2011 Section 5 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability whether for breach of contract, warranty, negligence, indemnification, strict liability in tort or otherwise, is limited to the price of the particular products or services sold hereunder with respect to which losses or damages are claimed. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action shall be brought for any breach of this contract more than two (2) years after the accrual of such cause of action except for money due upon an open account. Section 6 EXCUSABLE DELAYS A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT If either party fails to perform a material obligation under this Agreement, the other party may consider the non-performing party to be in default (unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions) and may assert a default claim by giving the non-performing party a written and detailed notice of the default. Except for a default by Purchaser for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting party will begin implementing the cure plan immediately after receipt of notice by the other party that it approves the plan. If Purchaser is the defaulting party, Motorola may stop work on the project until it approves the Purchaser's cure plan. If the non- performing party fails to cure the default, the performing party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Motorola Contract No. -2- Purchase Agreement 9.8.2011 Section 8 DELAYS BY PURCHASER If the Purchaser is responsible for delays in the schedule set forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays if Motorola requests compensation. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges. The Purchaser shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Such delays will be subject to an Agreement addendum as described in Section 4. Section 9 LICENSES/AUTHORIZATION The Purchaser is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees is an agent or representative of the Purchaser in FCC matters or otherwise. Motorola, however, may assist in the preparation of the license application at no charge to the Purchaser. Purchaser acknowledges that project implementation is predicated on receipt of proper FCC licensing. Section 10 INDEMNIFICATION Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all liabilities,judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the Purchaser by reason of or on account of damage to the tangible property of the Purchaser or the property of, injury to, or death of any person, to the extent and in the proportion that such damage or injury is caused by Motorola's negligent acts or omissions or that of its employees, subcontractors, or agents while on the premises of the Purchaser during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES. Section 11 WARRANTIES A. WARRANTY PERIOD. The Equipment and Motorola Software is warranted for a period of one (1) year after shipment ("Warranty Period") in accordance with the applicable limited warranties shown below. B. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non-Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. Motorola Contract No. -3- Purchase Agreement 9.8.2011 -- I THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, liquids, neglect or acts of God. c) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. e) p E q ui ment that has been subjected to unauthorized modifications, disassembly or repairs (including the addition to the Equipment of non- Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i) Equipment that has been subject to illegal or unauthorized alteration of the software/firmware in the Equipment. j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. 1) Normal or customary wear and tear. C. Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. D. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. Motorola Contract No. -4- Purchase Agreement 9.8.2011 E. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 12 CONFIDENTIAL INFORMATION Motorola proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked Motorola PROPRIETARY and/or CONFIDENTIAL will be released as necessary under the following conditions: (1) Purchaser shall exercise reasonable and prudent measures to keep these items in confidence. (2) Purchaser shall not disclose these items to third parties without prior written permission, unless Motorola makes them public or Purchaser learns them rightfully from sources independent of Motorola, or it is required by law to be disclosed. (3) Motorola, where necessary, retains the right to prescribe specific security measures for the Purchaser to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non-Disclosure Agreement will be required. Section 13 SOFTWARE LICENSE A. Motorola Software. Any Motorola Software furnished will be licensed to Purchaser solely according to the terms and restrictions of the Software License Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and restrictions of the Software License Agreement. B. Non-Motorola Software. Any Non-Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non-Motorola Software pursuant to the Software License Agreement, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply and and the copyright owner will have all of Motorola's rights and protections under the Software License Agreement. Motorola Contract No. -5- Purchase Agreement 9.8.2011 Section 14 PATENT INDEIVINIFICATION A. Motorola will defend at its expense any suit brought against Purchaser to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Purchaser promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Purchaser providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Purchaser by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. B. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Purchaser the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Purchaser a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. C. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Purchaser's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Purchaser to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Purchaser extend in any way to royalties payable on a per use basis or the Purchaser's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Purchaser from sales or license of the infringing Motorola Product. D. This Section 14 provides Purchaser's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Purchaser has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14 are subject to and limited by the restrictions set forth in Section 5. Motorola Contract No. -6- Purchase Agreement 9.8.2011 Section 15 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola, except that Purchaser shall have the normal non-exclusive royalty-free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Section 16 WAIVER Failure or delay on the part of Motorola or Purchaser to exercise a right or power hereunder shall not operate as a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. Section 17 GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 18 ASSIGNABILITY 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 Purchaser. 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.. Section 19 SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default); Subsection 11.E (Disclaimer of Implied Warranties); Section 12 (Confidential Information); Section 13 (Software License); and Section 16 (Waiver); Section 17 (Governing Law) and Section 19 (Survival of Terms). Motorola Contract No. -7- Purchase Agreement 9.8.2011 Exhibit B Software License Agreement This Exhibit B,Software License Agreement("Agreement")is between Motorola Solutions,Inc., ("Motorola"),and the City of Port Arthur,TX("Licensee"). For good and valuable consideration,the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products"means products provided by Motorola or other suppliers 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 solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. Motorola Contract No. - I - Purchase Agreement 9.8.2011 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. Motorola Contract No. -2- Purchase Agreement 9.8.2011 4.5 The license for Cityworks or Purchaser Service Request Software is for the use of the Software with the Designated System or for the specified number of Concurrent Users for which it was provided,the purpose for which it was designed and only for the application specific use covered by this Agreement,or the Primary Agreement. This license does not allow access to the Software through other Designated Systems except as specifically permitted. "Concurrent User"means the maximum number of concurrent connections to Software authorized by this Agreement or the Primary Agreement at any one instance in time. "Designated System"means the computer hardware and operating system configuration specified in the Primary Agreement for which the Software is licensed for use. Additional Designated System licenses are required for communication with additional instances of a database or additional databases. 4.6. 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 Motorola's shipment of the Software(the"Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement,Motorola warrants that the unmodified Software,when used properly and in accordance with the Documentation and this Agreement,will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted,error-free,completely free of Security Vulnerabilities,or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant,demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time,then at Motorola's option,Motorola will replace the defective Software with functionally-equivalent Software,license to Licensee substitute Software which will accomplish the same objective,or terminate the license and refund the Licensee's paid license fee. Motorola Contract No. -3- Purchase Agreement 9.8.2011 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of,and Motorola disclaims,any and all other warranties(express or implied,oral or written)with respect to the Software or Documentation,including,without limitation,any and all implied warranties of condition,title,non- infringement,merchantability,or fitness for a particular purpose or use by Licensee(whether or not Motorola knows,has reason to know,has been advised,or is otherwise aware of any such purpose or use),whether arising by law,by reason of custom or usage of trade,or by course of dealing. In addition,Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee 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). Motorola Contract No. -4- Purchase Agreement 9.8.2011 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. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Motorola. Licensee will take necessary and appropriate precautions to maintain the confidentiality and guard against the unauthorized disclosure of the Software and Documentation. Licensee will limit access to the Software and Documentation only to Licensee's employees who"need to know"and are authorized to use the Software and Documentation as permitted by this Agreement. 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. Motorola Contract No. -5- Purchase Agreement 9.8.2011 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 4,5,6.4,7,8,9, 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. Motorola Contract No. -6- Purchase Agreement 9.8.2011 Exhibit C Technical and implementation Documents Please see the System Proposal documentation for Ex. C Motorola Contract No. -7- Purchase Agreement 9.8.2011 Exhibit D Motorola/H-GAC Radio Communications Equipment&Systems Agreement Motorola Contract No. - 1 - Purchase Agreement 9.8.2011 • Radio Communication/Emergency Response&Mobile Interoperability Equipment Page 1.of 5 A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL Houston,Texas AND MOTOROLA SOLUTIONS,INC. Farmers Branch,Texas This Contract is made and entered into by the Houston-Galveston Area Council of Governments,hereinafter referred to as I1-GAC, having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027, AND, Motorola Solutions, Inc. hereinafter referred to as the CONTRACTOR,having its principal place of business at Park West C-2, 1507 LBJ Freeway, Farmers Branch,Texas 75234. I j ARTICLE 1: SCOPE OF SERVICES The parties have entered into a Radio Conununication/Emergency Response&Mobile Interoperability Equipment Contract to become effective as of May 1,2012,and to continue through April 30,2015(the"Contract"),subject to extension upon mutual agreement of the CONTRACTOR and H-GAC. H-GAC enters into the Contract as Agent for participating governmental agencies, each hereinafter referred to as END USER,for the purchase of Radio Communication/Emergency Response&Mobile Interoperability Equipment offered by the CONTRACTOR. The CONTRACTOR agrees to sell Radio Communication/Emergency Response & Mobile Interoperability Equipment through the H-GAC Contract to END USERS. ARTICLE 2: THE COMPLETE AGREEMENT The Contract shall consist of the documents identified below in order of precedence: 1. The text of this Contract form,including but not limited to,Attachment A 2. General Terms and Conditions 3. Proposal Specifications No: RA05-12,including any relevant suffixes 4. CONTRACTOR's Response to Proposal No: RA05-12,including but not limited to,prices and options offered All of which are either attached hereto or incorporated by reference and hereby made a part of this Contract, and shall constitute the complete agreement between the parties hereto.This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without the written consent of both parties. ARTICLE 3: LEGAL AUTHORITY CONTRACTOR and H-GAC warrant and represent to each other that they have adequate legal counsel and authority to enter nto this Contract. The governing bodies,where applicable,have authorized the signatory officials to enter into this Contract and bind the parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 4: APPLICABLE LAWS The parties agree to conduct all activities under this Contract in accordance with all applicable rules,regulations,directives,issuances, ordinances,and laws in effect or promulgated during the term of this Contract. ARTICLE 5: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H-GAC or CONTRACTOR. No provision of this Contract or act of H-GAC in performance of this Contract shall be construed asi making CONTRACTOR the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of CONTRACTOR are subject to the exclusive control and supervision of CONTRACTOR. CONTRACTOR is solely responsible for employee payrolls and claims arising therefrom. ARTICLE 6: END USER AGREEMENTS H-GAC acknowledges that the END USER may choose to enter into an End User Agreement with the CONTRACTOR thr ugh this Contract and that the term of said Agreement may exceed the term of the H-GAC Contract. However this acknowledgement is tEtot to be construed as H-GAC's endorsement or approval of the End User Agreement terms and conditions. CONTRACTOR agrees not to offer to, agree to or accept from END USER any terms or conditions that conflict with or contravene those in CONTRACTOR's H-GAC ontract. Further,termination of this Contract for any reason shall not result in the termination of the underlying End User Agreements entered into oetween CONTRACTOR and any END USER which shall,in each instance,continue pursuant to their stated terms and duration.The only effect of termination of this Contract is that CONTRACTOR will no longer be able to enter into any new End User Agreements with END USERS pursuant to this Contract. Applicable H-GAC order processing charges will be due and payable to H-GAC on any End User Agreements surviving termination of this Contract between H-GAC and CONTRACTOR. H:\CONTRACTS\Radio Communication/Emergency Response&Mobile Interoperability Equipment\Motorola Solutions,Inc.\RA05-12.13 Radio Communication Emergency Response& Mobile Interoperability Equiinment Page of 5 ARTICLE 7: SUBCONTRACTS&ASSIGNMENTS ':ONTRACTOR agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose ofthis Contract or any right,title,obligation or aterest it may have therein to any third party without prior written notice to H-GAC. H-GAC reserves the right to accept or reject a Iy such change. CONTRACTOR shall continue to remain responsible for all performance under this Contract regardless of any subcontract or assignment. H-GAC shall be liable solely to CONTRACTOR and not to any of its Subcontractors or Assignees. ARTICLE 8: EXAMINATION AND RETENTION OF CONTRACTOR'S RECORDS CONTRACTOR shall maintain during the course of its work,complete and accurate records of items that are chargeable to END USER under this Contract. H-GAC,through its staff or its designated public accounting firm,the State of Texas,or the United States Government shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of CONTRACTOR. Failure to provide a;.cess to records may be cause for termination of this Contract. CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five(5)calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation,audit or claim has been resolved. The right of access to records is not limited to the required retention period,but shall last as long as the records are retained. CONTRACTOR further agrees to include in all subcontracts under this Contract,a provision to the effect that the subcontractor agrees that H-GAC'S duly authorized representatives,shall,until the expiration of five(5)calendar years after final payment under the subcontract]or until all audit findings have been resolved,have access to, and the right to examine and copy any directly pertinent books,documents, apers, invoices and records of such subcontractor involving any transaction relating to the subcontract. To the extent allowed by law, >hothing contained herein shall authorize H-GAC and/or END USER to audit confidential information regarding product cost. ARTICLE 9: REPORTING REQUIREMENTS CONTRACTOR agrees to submit reports or other documentation in accordance with the General Terms and Conditions of the P oposal Specifications. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any such report or documen ion,or otherwise fails to satisfactorily render performance hereunder,such failure may be considered cause for termination of this Contract, ARTICLE 10: MOST FAVORED CUSTOMER CLAUSE If CONTRACTOR at any time during a contract period,routinely enters into agreements with other governmental customers wi hin the State of Texas,and offers the same or substantially the same products offered to H-GAC on a basis that provides prices more favorable than 'hose provided to H-GAC,CONTRACTOR shall within ten(10)business days thereafter notify H-GAC of that offering. The contract iith H-GAC shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract, wherein CONTRACTOR shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders purchased the same quantity and under the same circumstances.H-GAC shall have the right and option at any time to decline to accept any such hange, in which case the amendment shall be deemed null and void. If CONTRACTOR believes any apparently more favorable price harged and/or offered a customer during the term of this agreement is not in fact most favored treatment,CONTRACTOR shall within en(10) business days notify H-GAC in writing,setting forth the detailed reasons CONTRACTOR believes aforesaid offer which has been eemed to be a most favored treatment,is not in fact most favored treatment. H-GAC,after due consideration of such written explanati n,may decline to accept such explanation and thereupon the contract between H-GAC and CONTRACTOR shall be automatically a ended, effective retroactively,to the effective date of the most favored agreement,to provide the same prices to H-GAC. i The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Contractor has in the State of Texas. The term"pre-existing contracts"shall refer to contracts in existence as of the original effective date of the HGAC c?ntract, i.e.5/1/12. The Parties agree that the above MFC provision shall not apply to the sale of large communications systems(one million dollars ($1,000,000.00)and above). The term "Communications System"shall refer to a project that includes the sale of infrastructure hardware and/or software,user devices,and Motorola engineering and installation service. The contract for a"Communication System"will always have a Statement of Work and an Acceptance Test Plan. II The Parties accept the following definition of routine. A prescribed,detailed course ofaction to be followed regularly;as andard procedure. ARTICLE 11: SEVERABILITY All parties agree that should any provision of this Contract be determined to be invalid or unenforceable,such determination shall not affect any other term of this Contract,which shall continue in full force and effect. .RTICLE 12: DISPUTES j Any and all disputes concerning questions of fact or of law arising under this Contract,which are not disposed of by agreement,shall be1decided by the Executive Director of H-GAC or his designee,who shall reduce his decision to writing and provide notice thereof to CONTRACTOR The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days from the date of receipt of H:\CONTRACTS\Radio Communication/Emergency Response&Mobile Interoperability Equipment\Motorola Solutions,Inc.\RA05-12.13 Radio Communication/Emer'er►c Rest onse&Mobile Intern'erabili E•ui.mutt Pa'e of 5 such notice,CONTRACTOR requests a rehearing from the Executive Director of H-CAC. In connection with any rehearing un er this q g Y g Article,CONTRACTOR shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. CONTRACTOR may,if it elects to do so,appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, CONTRACTOR shall proceed diligently with the performance of this Contract and in accordance with H-GAC'S final decision. j I ARTICLE 13: LIMITATION OF CONTRACTOR'S LIABILITY Except as specified in any separate writing between the CONTRACTOR and an END USER,CONTRACTOR's total liability under this Contract,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,but excluding its obligation to ind mnify H-GAC described in Article 14,is limited to the price of the particular products/services sold hereunder,and CONTRACTOR agrees ither to refund the purchase price or to repair or replace product(s)that are not as warranted. In no event will CONTRACTOR be liable for any loss of use,loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent such use maybe disclaimed by law. CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon der Land to END USER any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have beer paid in violation of the terms of this Contract. ARTICLE 14: LIMIT OF H-GAC'S LIABILITY AND INDEMNIFICATION OF H-GAC H-GAC's liability under this Contract,whether for breach of contract,warranty,negligence,strict liability,in tort or otherwise,is limitd to its order processing charge. In no event will H-GAC be liable for any loss of use,loss of time,inconvenience,commercial loss,lost profits or savings or other incidental,special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees,to the extent permitted by law,to defend and hold harmless H-GAC,its board members,officers,agents,officials,employees,and indemnities from any and all claims,costs,expenses(including reasonable attorney fees),actions,causes of action,judgments,and liens arising as a result of CONTRACTOR's negligent act or omission under this Contract. CONTRACTOR shall notify H-GAC of the threat of lawsuit o.of any actual suit filed against CONTRACTOR relating to this Contract. ARTICLE 15: TERMINATION FOR CAUSE H-GAC may terminate this Contract for cause based upon the failure of CONTRACTOR to comply with the terms and/or conditions of the Contract;provided that H-GAC shall give CONTRACTOR written notice specifying CONTRACTOR'S failure. If within thirty(30) Jays after receipt of such notice, CONTRACTOR shall not have either corrected such failure, or thereafter proceeded diligently to complete such correction,then H-GAC may,at its option,place CONTRACTOR in default and the Contract shall terminate on the date specified in such notice. CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation was received by CONTRACTOR. ARTICLE 16: TERMINATION FOR CONVENIENCE Either H-GAC or CONTRACTOR may cancel or terminate this Contract at any time by giving thirty(30)days written notice to other. CONTRACTOR may be entitled to payment from END USER for services actually performed;to the extent said services are sati factory to END USER.CONTRACTOR shall pay to H-GAC any order processing charges due from CONTRACTOR on that portion of the Contract actually performed by CONTRACTOR and for which compensation is received by CONTRACTOR. ARTICLE 17: CIVIL AND CRIMINAL PROVISIONS AND SANCTIONS CONTRACTOR agrees that it will perform under this Contract in conformance with safeguards against fraud and abuse as set fort by H-GAC,the State of Texas,and the acts and regulations of any funding entity.CONTRACTOR agrees to notify H-GAC of any s pected fraud,abuse or other criminal activity related to this Contract through filing of a written report promptly after it becomes aware of such ctivity. ARTICLE 18: GOVERNING LAW&VENUE This Contract shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising un er or in connection with this Contract shall lie exclusively in Harris County,Texas. Disputes between END USER and CONTRACTOR e to be resolved in accord with the law and venue rules of the state of purchase. CONTRACTOR shall immediately notify H-GAC of such dlisputes. ARTICLE 19: PROCEDURAL STEPS ENUMERATED FOR SALES TO END USERS ! 1. All Cooperative Purchasing business will be processed in accordance with H-GAC's policies and procedures,at contracted prices,and shall include approved order processing charges. 2. END USER will access the Cooperative Purchasing Program through the H-GAC website and/or by submission of any duly executed purchase order to a contractor having a valid contract with H-GAC and in a format acceptable to H-GAC. ■ 3. END USER will submit order(s)electronically through CONTRACTOR'S on-line ordering process or issue Purchase order(s) directly to CONTRACTOR at contract prices,and also submit a copy to H-GAC. H:ICONTRACTS\Radio Communication/Emergency Response&Mobile Interoperability Equipment\Motorola Solutions,Inc.\RAO5-12.13 i 1 • Radio Communication/Emereencv Response&Mobile interoperability Eoui meat Pa2e 4 of 5 • 4. The H-GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRACTOR and H-GAC, and invoice each END USER for(1)products/services purchased and(2)H-GAC'S applicable order processing charge. 5. Upon delivery,acceptance, and receipt of an H-GAC CONTRACTOR's,documented invoice,END USER shall pay,the II- GAC CONTRACTOR the full amount of the invoice. 6. For orders of less than$100,000,CONTRACTOR will promptly pay to H-GAC any order processing charges due,a d in Any case,not later than sixty(60)calendar days after End User order is processed.Payments will be processed to H-G C on a monthly basis.For orders of$100,000 or more,CONTRACTOR will promptly pay to H-GAC any order processing¶harges due,and in any case not later than forty-five(45)calendar days after receipt of End User payment by Motorola. 7. Failure to promptly remit H-GAC's order processing charges may result in sanctions including,but not limited to,con act termination. 8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER,according to the require ents of the specifications,this Contract,and purchase order issued to CONTRACTOR by an END USER. All required equipm nt tests shall be borne by CONTRACTOR. 9. CONTRACTOR shall promptly provide H-GAC and END USER with all information pertaining to delivery sc edules. CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification)for any specific purchase order when requested. 10. All prices are F.O.B.END USER'S location with all transportation charges prepaid and included in any invoice. 11. All pricing shall be based on the current contract unless the H-GAC CONTRACTOR prior to receipt of END USER's p chase order for delivery of any products/services has received H-GAC's prior written approval for any price increases. 12. The H-GAC CONTRACTOR agrees to accept the terms of this agreement and to conduct all transactions based on pri 'ng and other terms of the contract including,but not limited to,the applicable H-GAC order processing charge. The CONT CTOR agrees to encourage END USERS to execute authorizing Interlocal contracts with H-GAC. ARTICLE 20: LIQUIDATED DAMAGES Any liquidated damages terms will be determined between CONTRACTOR and END USER at the time END USER's purchase order is placed. ARTICLE 21: PERFORMANCE BONDS FOR INDIVIDUAL ORDERS Except as described below for fire apparatus,CONTRACTOR agrees to provide a Performance Bond at the request of END USER within ten(10)days of receipt of END USER's purchase order. It shall be standard procedure for every order received for fire apparatus that a Performance Bond in the amount of the order be prodded to the END USER. Failure of CONTRACTOR to provide such performance bond within ten(10)days of receipt of END USER's order may constitute a total breach of contract and shall be cause for cancellation of the order at END USER's sole discretion. END USER may choose to delete the requirement for a Performance Bond at END USER's sole discretion. If the bond requirement is waived,ENO USER shall be entitled to a price reduction commensurate with the cost that would have been incurred by CONTRACTOR for the board. ARTICLE 22: CHANGE OF CONTRACTOR STATUS CONTRACTOR shall immediately notify H-GAC,in writing,of ANY change in ownership,control,dealership/franchisee statu ,Motor Vehicle license status,or name,and shall also advise whether or not this Contract shall be affected in any way by such change. -GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted,u to and including cancellation of Contract. ARTICLE 23: LICENSING REQUIRED BY TEXAS MOTOR VEHICLE BOARD/IF APPLICABLE! CONTRACTOR will for the duration of this Contract maintain current licenses that are required by the Texas Motor Vehicle Co 'ssion Code.If at any time during this Contract period,any CONTRACTOR'S license is not renewed,or is denied or revoked,CONT CTOR shall be deemed to be in default of this Contract unless the Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request. H:\CONTRACTS\Radio Communication/Emergency Response&Mobile Interoperability Equipment\Motorola Solutions,Inc.\RA05-12.13 • Radio Communication/Eineraenc Res$onse& Mobile Intern►erablli E ui$went Pa e 5 of 5 N WITNESS WHEREOF,the parties have caused this Contract to be executed by their duly authorized representatives. Signed for Houston-Galveston Area Council,Houston,Texas: "'-APPPF eele,Executive Director Attest for Houston-Galveston Area Council,Houston,Texas: D-'derf rctor of Public Services Date: �� � ,20.��✓ Ar Signed for Motorola Solutions,Inc. Farmers Branch,Texas: Printed Name&Title: Date: 2 20 2- Attest for Motorola Solutions,Inc. Farmers Branch,Texas: Aft.Olt - Printed Name&Title: i/ / "-L ' I /4-w 4Q p /4 41-6'( Date: _512 r ,20 H:\CONTRACTS\Radio Communication/Emergency Response&Mobile Interoperability Equipment\Motorola Solutions,Inc.\RA05-12.13 Attachment A Motorola Solutions,Inc. Radio Communication/Emergency Response&Mobile Interoperability Equipment Contract No.: RA05-12 Product Base Offered Category Description Price Per the RFP Motorola has included an Electronics Catalogue(SCAT disk), See APC A,B,C April 2011 Edition,on a CD media in lieu of listing each individual product Discounts per and its options. In addition,a discount APC sheet is attached in the pricing SCAT Pricebook section and used to calculate all individual prices within the ECAT disk. Per the RFP Motorola has included an Electronics Catalogue for our Vertex A equipment on a CD(Vertex Standard List Price Book,Effective 2/13/2012) 28%off List Price media in lieu of listing each individual product and its options. p Motorola Integration Services LMR Motorola offers wide range of services including Integration,Installation and Training. The cost of these services is regional in nature. Samples below are listed for reference only. p Project Management Daily Rate* $ 1,610.00 p System Engineering Daily Rate* $ 1,610.00 p System Technologist Daily Rate* $ 1,925.00 p Standard Shop Installation: Hourly Rate* $ 135.00 p Standard Shop Installation: Daily Rate* $ 900.00 p Mobile Radio Installation* $160-$370 p Radio Programming* $50-$105 p Data Installation* $160-$370 *Prices may vary by Region and Stated Scope.Travel Not Included D Motorola Integration Services Advanced Services Motorola offers wide range of services including Integration,Installation and Training. The cost of these services is regional in nature. Samples below are listed for reference only. p NG9-I-1 Consolting Services-Daily Rate* $1,500 p Security Project/Program Management-Daily Rate* $1,500 p Wireless Security Technician-Daily Rate" $1,400 p Security Penetration Tester(Wired Network)-Daily Rate* $1,400 p Secutriy Trainer-Daily Rate* $1,176 p Application Security Code Reviewer-Daily Rate" $1,800 D IT Incident Response and E-Discovery Assitance-Daily Rate* $1,500 p IT Disaster Recovery Planner-Daily Rate* $1,400 D IT Disaster Recovery Plan Tester-Daily Rate* $1,400 D Buisness Continuity/Continuity of Government Planner-Daily Rate* $1,400 D Buisness Continuity/Continuity of Government Plan Tester-Daily Rate* $1,400 D Mobile Application Services Project Management-Daily Rate* $!500 D Mobile Application Services System Engineer-Daily Rate* $!500 p Mobile Application Services Solution Architech-Daily Rate* $1,800 D Mobile Application Services Application and Solution Design-Daily Rate* $1,800 Mobile Application Services Application and Solution Implementation-Daily $1,800 Rate* Application Integration and Customization Services Project Management-Daily D Rate* $1,500 D Application Integration and Customization Services System Engineer-Daily Rate* $1,500 Application Integration and Customization Services Solution Architech-Daily $1,800 D Rate* Page l of 6 D Application Integration and Customization Services Application and Solution $1,800 Design-Daily Rate* D Application Integration and Customization Services Application and Solution $1 500 Implementation-Daily Rate* D Unified Communications Services Project Management-Daily Rate* $1,500 D Unified Communications Services System Engineer-Daily Rate* $1,500 D Unified Communications Services Solution Architech-Daily Rate* $1,800 1 D Unified Communications Services Application and Solution Design-Daily Rate* $1,800 . Unified Communications Services Application and Solution Implementation- D $1,500 $1,500 Daily Rate* • D Consulting Services Project Management-Daily Rate* $1,500 D Consulting Services System Engineer-Daily Rate* $1,500 D Consulting Services Solution Architech-Daily Rate* $1,800 D Consulting Services Internet Protocol Network Accessment-Daily Rate* $1,800 D Consulting Servics IP Network Design and Integration-Daily Rate* $1,800 D Consulting Services IP Wide Area Network Backhaul Design and Integration- $1,800 Daily Rate* D Consulting Services Custoemr Network Interface Design and Integration-Daily $1,800 Rate* ,'-,APC DISCOUNTS PER ECAT;PRICEBOOK; : ; 548 CAD Equipment 10% 702 CAD Equipment 0% 850 CAD Equipment 0% 40 Data Applications 15% 41 Data Applications 10% 41 Data Applications 10% 153 Data Applications 15% 297 Data Applications 0% 298 Data Applications 15% 299 Data Applications 15% 333 Data Applications 10% 343 Data Applications 10% 170 Data Subscriber Devices 15% 171 Data Subscriber Devices 10% 177 Data Subscriber Devices 15% 185 Data Subscriber Devices 0% 736 Data Subscriber Devices 22% 855 Data Subscriber Devices 10% 118 Dispatch Solutions 10% 124 Dispatch Solutions 15% 129 Dispatch Solutions 20% 147 Dispatch Solutions 10% 185 Dispatch Solutions 0% 202 Dispatch Solutions 15% 207 Dispatch Solutions 10% 226 Dispatch Solutions 15% 228 Dispatch Solutions 30% , 229 Dispatch Solutions 13.50% 261 Dispatch Solutions 5% 322 Dispatch Solutions 15% 404 Dispatch Solutions 20% 415 Dispatch Solutions 10% 443 Dispatch Solutions 20.00% 454 Dispatch Solutions 15% 706 Dispatch Solutions 20% l i 708 Dispatch Solutions 17% i 729 Dispatch Solutions 17% 740 _Dispatch Solutions 15% Page 2 of 6 i 629 Enterprise Terminals 10% 214 Fixed Data Products 10% 275 Fixed Data Products 10% 342 Fixed Data Products 10% 382 Fixed Data Products 10% 403 Fixed Data Products 15% 455 Fixed Data Products 15% 469 Fixed Data Products 10% 499 Fixed Data Products 10% 222 Fixed Network Equipment 15% 329 Fixed Network Equipment 10% 381 Fixed Network Equipment 15% 207 Fixed Station Accessories 10% 272 Fixed Station Accessories 20% 273 Fixed Station Accessories 10% 277 Fixed Station Accessories 20% 457 Fixed Station Accessories 20% 515 Fixed Station Accessories 20% 524 Fixed Station Accessories 15% 525 Fixed Station Accessories 15% 856 Fixed Station Accessories 10% 207 Fixed Station Antenna Systems 10% 811 Fixed Stations 5% 5 Fixed Stations 20% 112 Fixed Stations 18% 225 Fixed Stations 10% 281 Fixed Stations 18.50% 301 Fixed Stations 20% 360 Fixed Stations 21.50% 377 Fixed Stations 17% 417 Fixed Stations 10% 424 Fixed Stations 15% 425 Fixed Stations 15% 448 Fixed Stations 20% 474 Fixed Stations 23% 509 Fixed Stations 21.50% 512 Fixed Stations 23% 537 Fixed Stations 21.50% 590 Fixed Stations 21.50% 595 Fixed Stations 18% 643 Fixed Stations 15% 675 Fixed Stations 20% 680 Fixed Stations 21.50% 744 Fixed Stations 20% 881 Fixed Stations 15% 15 Fixed Wireless Broadband 20% 75 Fixed Wireless Broadband 0% 76 Fixed Wireless Broadband 0% 218 Fixed Wireless Broadband 15% 224 Fixed Wireless Broadband 15% 800 Fixed Wireless Broadband 0% 801 Fixed Wireless Broadband 0% 806 Fixed Wireless Broadband 0% 832 Fixed Wireless Broadband 10% 882 Fixed Wireless Broadband 15% 904 Fixed Wireless Broadband 15% 906 Fixed Wireless Broadband 15% 910 Fixed Wireless Broadband 15% 947 Fixed Wireless Broadband 15% Page 3 of 6 i 51 LTE 10% • 52 LTE 10% 53 LTE 10% 54 LTE 10% 55 LTE 10°i 56 LTE 10% i 57 LTE 10% I . 58 LTE 5% 59 LTE 10% 61 LTE 10% 63 LTE 10% 65 LTE 10% 73 LTE 0% 375 LTE 0% 708 LTE 10% 823 Maintenance 0% 983 Maintenance 0% 291 Mobile Accessories 15% 554 Mobile Accessories 15% 644 Mobile Accessories 15% 879 Mobile Applications Software 10% 38 Mobile Stations 10% 103 Mobile Stations 26.50% 109 Mobile Stations 26.50% 159 Mobile Stations 20% 189 Mobile Stations 15% 276 Mobile Stations 25% 287 Mobile Stations 10% 374 Mobile Stations 15% 484 Mobile Stations 10% 500 Mobile Stations 25% 514 Mobile Stations 25% 518 Mobile Stations 25% 585 Mobile Stations 25% 775 Mobile Stations 16.50% 776 Mobile Stations 20% . 792 Mobile Stations 20% 869 Mobile Stations 20% 922 Mobile Stations 20% 216 MOTOTRBO 10% 422 MOTOTRBO 10% 475 MOTOTRBO 10% 516 MOTOTRBO 10% 557 MOTOTRBO 10% 563 MOTOTRBO 10% 777 MOTOTRBO 10% 131 Network Products 10% 147 Network Products 10% 207 Network Products 10% 136 Pagers/Receiver 15% 169 Pagers/Receiver 20% 452 Pagers/Receiver 15% 361 Paging/Recievers 15.00% i 839 Paging/Recievers 15% 940 Paging/Recievers 15% 941 Paging/Recievers 15% 1 Portable Radiophone(Portables) 20% 4 Portable Radiophone(Portables) 20% 8 Portable Radiophone(Portables) 20% Page 4 of 6 I I I 37 Portable Radiophone (Portables) I 10% 87 Portable Radiophone(Portables) 10% 133 Portable Radiophone (Portables) 15% 158 Portable Radiophone (Portables) 20% 185 Portable Radiophone(Portables) 0% 187 Portable Radiophone(Portables) 15% 205 Portable Radiophone(Portables) 25% . 271 Portable Radiophone(Portables) 20% 320 Portable Radiophone(Portables) 25% 332 Portable Radiophone (Portables) 20% 362 Portable Radiophone(Portables) 20.00% 372 Portable Radiophone(Portables) 20% 402 Portable Radiophone(Portables) 20% 407 Portable Radiophone(Portables) 25% 414 Portable Radiophone (Portables) 20% 430 Portable Radiophone(Portables) 20% 442 Portable Radiophone(Portables) 20% 453 Portable Radiophone(Portables) 20% 456 Portable Radiophone(Portables) 20% 476 Portable Radiophone(Portables) 20% 481 Portable Radiophone(Portables) 25% 483 Portable Radiophone(Portables) 25% 505 Portable Radiophone(Portables) 20% 527 Portable Radiophone(Portables) 25% 562 Portable Radiophone(Portables) 25% 577 Portable Radiophone(Portables) 20% 619 Portable Radiophone(Portables) 15% 626 Portable Radiophone(Portables) 20% 655 Portable Radiophone(Portables) 25% 656 Portable Radiophone(Portables) 25% 672 Portable Radiophone(Portables) 33.50% 687 Portable Radiophone(Portables) 18% 721 Portable Radiophone(Portables) 25% 726 Portable Radiophone(Portables) 25% 749 Portable Radiophone(Portables) 33.50% 785 Portable Radiophone(Portables) 20% 795 Portable Radiophone(Portables) 25% 798 Portable Radiophone(Portables) 25% 841 Portable Radiophone(Portables) 33.50% 883 Portable Radiophone(Portables) 15% 977 Portable Radiophone(Portables) 10% 659 Professional Services 0% 659 Professional Services 0% 670 Professional Services 0% II 842 Professional Services 0% 682 Radius Products 20% 509 Receivers 21.50% 512 Receivers 23% 743 Receivers 15% 608 Records Management Software 10% 137 Secure Solutions 5% 201 Secure Solutions 10% 229 Secure Solutions 14% 462 Secure Solutions 10% 524 Secure Solutions 15% 525 Secure Solutions 15% 195 Software Upgrades/Flashport 0% 371 Software Upgrades/Flashport 0% 430 Software Upgrades/Flashport 20% Page 5 of 6 262 Test Equipment 20% 39 Trunking Products and Systems 5% 85 Trunkin• Products and S stems 15% 112 Trunking Products and Systems 18% 115 Trunking Products and Systems 10% 152 Trunking Products and Systems 5% 277 Trunking Products and Systems 20% 280 Trunking Products and Systems 18.50% 281 Trunking Products and Systems 18.50% 377 Trunking Products and Systems 17% 495 Trunkin Products and Systems 15% 593 Trunking Products and Systems 23% 708 Trunking Products and Systems 17% 877 Trunking Products and Systems 18.50% 2 Video Solutions 10% 488 Video Solutions 10% 606 Wireless Mobility 15% 683 Wireless Mobility 15% 832 Wireless Mobility 10% 907 Wireless Mobil 15% 908 Wireless Mobility 15% Page 6 of 6