HomeMy WebLinkAbout83-25 RESOLUTION113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 83-25
File Number: 2025-235
MOTOROLA, INC. (SERVICE AGREEMENT):
A RESOLUTION TO WAIVE COMPETITIVE BIDDING AND APPROVE A FIVE-YEAR SERVICE
AGREEMENT WITH MOTOROLA, INC. IN THE TOTAL AMOUNT OF $266,631.92 FOR MAINTENANCE OF
THE CITY'S MOTOROLA DISPATCH RADIO EQUIPMENT
WHEREAS, the Police and Fire Department have 126 radios no longer covered under warranty and Motorola provides
the expertise necessary to keep the radio equipment functioning properly so police officers, firefighters and City
workers have reliable communication; and
WHEREAS, the radio maintenance in this contract includes all dispatch radio equipment, portable, mobile and control
stations that are no longer covered under warranty; and
WHEREAS, Motorola Inc. offers factory authorized training to provide unique knowledge of the radio equipment to
their field service and system technicians and due to the complexity of this type of system, Motorola's expertise is
valuable in keeping the system and equipment functioning properly; and
WHEREAS, as part of the contract, Motorola provides network monitoring and additional radios can be added when
the warranty period expires or removed when Motorola gives advanced notice they can no longer provide service for a
specific radio model.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines an exceptional situation exists
in which competitive bidding is deemed not feasible or practical and therefore waives the requirements of formal
competitive bidding and approves a five-year service agreement with Motorola Inc. in the total amount of $266,631.92
for maintenance of the City's Motorola dispatch radio equipment, including mobile and portable radios issued to city
employees, contingent upon annual budget approval.
Page 1
Resolution: 83-25
File Number. 2025-235
PASSED and APPROVED on March 18, 2025
Approved: Attest:
7 � •FAYETTEVILLE A=
is 9RF'ANSP`'
''�yiNGTON GOJ``�`•
Molly Rawn, Mayor
Kara Paxton, City Clerk Treasurer
Page 2
CITY OF
FAYETTEVILLE
ARKANSAS
MEETING OF MARCH 18, 2025
TO: Mayor Rawn and City Council
THRU: Mike Reynolds, Police Chief
FROM: Natisha Claypool, Assistant Dispatch Manager
SUBJECT: MOTOROLA, INC. (SERVICE AGREEMENT):
RECOMMENDATION:
CITY COUNCIL MEMO
2025-235
Staff recommends a resolution to approve waiving the requirements of formal competitive bidding and approve
a five-year service agreement with Motorola Inc. for maintenance of the City's Motorola dispatch radio
equipment, and mobile and portable radios issued to police, fire and citywide divisions in the amount of
$266,631.92 to be paid in annual installments contingent upon approved funding.
BACKGROUND:
The Police and Fire Department have 126 radios no longer covered under warranty. Motorola provides the
expertise necessary to keep our radio equipment functioning properly so our police officers, firefighters and
City workers have reliable communication. The radio maintenance in this contract includes all dispatch radio
equipment, portable, mobile and control stations that are no longer covered under warranty.
DISCUSSION:
Motorola Inc. offers factory authorized training to provide unique knowledge of our radio equipment to their field
service and system technicians. Due to the complexity of this type of system, Motorola's expertise is valuable
in keeping the system and equipment functioning properly. Motorola as part of the contract also provides
network monitoring.
Additional radios can be added when the warranty period expires. Radios can also be removed from the
service agreement when Motorola gives advanced notice they can no longer provide service for a specific
radio model.
BUDGET/STAFF IMPACT:
Funding was approved in the 2025 proposed budget. Future funding for years 2026-2029 will be requested
during the annual budget process.
ATTACHMENTS: SRF (#3) , Motorola Service Agreement (#4)
Mailing address:
113 W. Mountain Street www.fayetteville-ar.gov
Fayetteville, AR 72701
== City of Fayetteville, Arkansas
y 113 West Mountain Street
Fayetteville, AR 72701
(479)575-8323
- Legislation Text
File #: 2025-235
MOTOROLA, INC. (SERVICE AGREEMENT):
A RESOLUTION TO WAIVE COMPETITIVE BIDDING AND APPROVE A FIVE-YEAR SERVICE
AGREEMENT WITH MOTOROLA, INC. IN THE TOTAL AMOUNT OF $266,631.92 FOR
MAINTENANCE OF THE CITY' S MOTOROLA DISPATCH RADIO EQUIPMENT
WHEREAS, the Police and Fire Department have 126 radios no longer covered under warranty and
Motorola provides the expertise necessary to keep the radio equipment functioning properly so police
officers, firefighters and City workers have reliable communication; and
WHEREAS, the radio maintenance in this contract includes all dispatch radio equipment, portable,
mobile and control stations that are no longer covered under warranty; and
WHEREAS, Motorola Inc. offers factory authorized training to provide unique knowledge of the radio
equipment to their field service and system technicians and due to the complexity of this type of system,
Motorola's expertise is valuable in keeping the system and equipment functioning properly; and
WHEREAS, as part of the contract, Motorola provides network monitoring and additional radios can be
added when the warranty period expires or removed when Motorola gives advanced notice they can no
longer provide service for a specific radio model.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
FAYETTEVILLE, ARKANSAS:
Section 1: That the City Council of the City of Fayetteville, Arkansas hereby determines an exceptional
situation exists in which competitive bidding is deemed not feasible or practical and therefore waives the
requirements of formal competitive bidding and approves a five-year service agreement with Motorola
Inc. in the total amount of $266,631.92 for maintenance of the City's Motorola dispatch radio
equipment, including mobile and portable radios issued to city employees, contingent upon annual
budget approval.
Page 1
Chief Mike Reynolds
Submitted By
City of Fayetteville Staff Review Form
2025-235
Item ID
3/18/2025
City Council Meeting Date - Agenda Item Only
N/A for Non -Agenda Item
2/20/2025 CENTRAL DISPATCH (260)
Submitted Date Division / Department
Action Recommendation:
Staff recommends a resolution to approve waiving the requirements of formal competitive bidding and approve a
five-year service agreement with Motorola Inc. for maintenance of the City's Motorola dispatch radio equipment,
and mobile and portable radios issued to police, fire and citywide divisions in the amount of $266,631.92 to be paid
in annual installments contingent upon approved funding.
xxxx.xxx.xxxx-5402.00
Account Number
Project Number
Budgeted Item? Yes
Does item have a direct cost? Yes
Is a Budget Adjustment attached? No
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Budget Impact:
Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Item Cost
Budget Adjustment
Remaining Budget
General
Fund
Project Title
92,356.00
Is 92,356.00
$ 49, 227.47
43,128.53
Previous Ordinance or Resolution #
Approval Date:
V20221130
0 MOTOROLA SOLUTIONS
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Date:01 /28/2025
Company Name: FAYETTEVILLE, CITY OF
Attn:
Billing Address: 1800 N STEPHEN CARR MEM BLVD
City, State, Zip: FAYETTEVILLE , AR, 72703
Customer Contact: Natisha Claypool
Phone:
SERVICE AGREEMENT
Quote Number : QUOTE-2721067
Contract Number: USC000006611
Contract Modifier: R18-JUL-24 20:35:35
Required P.O. :
PO#:
Customer # :1011442374
Bill to Tag#:
Contract Start Date :01-Jan-2025
Contract End Date :31-Dec-2029
Payment Cycle :ANNUALLY
Qty
Service Name
Service Description
Extended Amt
LSVO1 S01107A
ASTRO SYSTEM ESSENTIAL PLUS PACKAGE—Yr 1 -2025
$30,494.99
LSVOOS00155A
LOCAL DEVICE SUPPORT — Yr 1 - 2025
$14,359.20
LSVO1 S01107A
ASTRO SYSTEM ESSENTIAL PLUS PACKAGE —Yr 2 - 2026
$31,714.79
LSVOOS00155A
LOCAL DEVICE SUPPORT — Yr 2 - 2026
$14,933.57
LSVO1 SO1107A
ASTRO SYSTEM ESSENTIAL PLUS PACKAGE —Yr 3 - 2027
$32,983.40
LSVOOS00155A
LOCAL DEVICE SUPPORT — Yr 3 - 2027
$15,530.91
LSVO1 S01107A
ASTRO SYSTEM ESSENTIAL PLUS PACKAGE —Yr 4 - 2028
$34,302.72
LSVOOS00155A
LOCAL DEVICE SUPPORT — Yr 4 — 2028
$16,152.15
LSVO1SO1107A
ASTRO SYSTEM ESSENTIAL PLUS PACKAGE —Yr 5 - 2029
$35,674.84
LSVOOS00155A
LOCAL DEVICE SUPPORT — Yr 5 - 2029
$16,798.23
Subtotal - Recurring Service
$242,944.8
Subtotal - One -Time Event Service
ASTRO SYSTEM ADVANCED PAC
--- DISPATCH
Estimated Ta
$23,687.12
--- NETWORK MONITORING
--- ONSITE SYS SUPPORT -STD
Tota
$266,631.9
--- PREVENTIVE MAINTENANCE1
--- REMOTE SUS MGT
--- REPAIR AND RETURN
--- SECURITY UPDATE SERVICE
--- SYSTEM TECH SUPPORT
--- ADVANCE EXCHANGE
--- SECURITY MONITORING DISPA
(MCC 7500e)
LOCAL DEVICE SUPPORT
---122 — APX6500 (through 2025
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, TO BE VERIFIED BY MOTOROLA
61:2xy/e1w1.619Z11191IW0691
0 MOTOROLA SOLUTIONS
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number : QUOTE-2721067
Contract Number: USC000006611
Contract Modifier: R18-JUL-24 20:35:35
I have received Applicable Statements of Work which describe the Services and cybersecurity services provided on
this Agreement. Motorola's Terms and Conditions, including the Cybersecurity Online Terms Acknowledgement, are
attached hereto and incorporate the Cyber Addendum (available at https://www.motorolasolutions.com/en us/
managed -support-services/cybersecurity.htm1) by reference. By signing below City of Fayetteville acknowledges
these terms and conditions govern all Services under this Service Agreement.
V�
Mayor 03/18/2025
AUTHORIZED CITY OF FAYETTEVILLE SIGNATURE
Molly Rawn
CITY OF FAYETTEVILLE (PRINT NAME)
REPRESENTATIVE(SIGNATURE)
TITLE
CSM
TITLE
Dusty Calhoun 501-680-0120
MOTOROLA REPRESENTATIVE(PRINT NAME)
Company Name:
Contract Number:
Contract Modifier :
Contract Start Date
Contract End Date :
FAYETTEVILLE, CITY OF
USC000006611
R18-JUL-24 20:35:35
01-Jan-2025
31-Dec-2029
PHONE
DATE
2/8/2025
DATE
0 MOTOROLA SOLUTIONS SERVICE AGREEMENT
500 W Monroe Street Quote Number : QUOTE-2721067
Chicago, IL. 60661 Contract Number: USC000006611
(888) 325-9336 Contract Modifier: R18-JUL-24 20:35:35
Service Terms and Conditions
Motorola Solutions Inc. ("Motorola") and the City of Fayetteville named in this Agreement ("City of Fayetteville") hereby agree as follows:
Section 1. APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to City of Fayetteville either (1) maintenance,
support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1 "Agreement" means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as
applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities,
these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments,
unless the cover page or attachment states otherwise.
2.2 "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3 "Services" means those installation, maintenance, support, training, and other services described in this Agreement.
Section 3. ACCEPTANCE
City of Fayetteville accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement
becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the "Start Date" indicated in this Agreement.
Section 4. SCOPE OF SERVICES
4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement.
At City of Fayetteville's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services.
4.2 If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth
in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed
4.3 If City of Fayetteville purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional
equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires.
4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by
Motorola, City of Fayetteville will provide a complete serial and model number list of the Equipment. City of Fayetteville must promptly notify Motorola in
writing when any Equipment is lost, damaged, stolen or taken out of service. City of Fayetteville's obligation to pay Service fees for this Equipment will
terminate at the end of the month in which Motorola receives the written notice.
4.5 City of Fayetteville must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments
4.6 If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of
Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment.
4.7 City of Fayetteville must promptly notify Motorola of any Equipment failure. Motorola will respond to City of Fayetteville's notification in a manner
consistent with the level of Service purchased as indicated in this.
Section 5. EXCLUDED SERVICES
5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary,
intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges,
neglect, acts of God or other force majeure events.
5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries
or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or
software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler.
Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment
malfunction caused by the transmission medium.
0 MOTOROLA SOLUTIONS
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number : QUOTE-2721067
Contract Number: USC000006611
Contract Modifier: R18-JUL-24 20:35:35
5.3 This Agreement pricing provided does not take into account prevailing wage requirement. Should prevailing wage regulations be applicable to this
project, the pricing shall be subject to change to reflect compliance with those regulations.
Section 6. TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at City of Fayetteville's location, City of Fayetteville
will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the
Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. City of Fayetteville will provide all
information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its
Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays.
Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access
requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, City of Fayetteville agrees to reimburse Motorola
for those charges and expenses.
Section 7. CITY OF FAYETTEVILLE CONTACT
City of Fayetteville will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours
per day, seven (7) days per week, and an escalation procedure to enable City of Fayetteville's personnel to maintain contact, as needed, with Motorola.
Section 8. INVOICING AND PAYMENT
8.1 City of Fayetteville affirms they have signatory authority to execute this contract. The contract price of $242,944.80, excluding taxes, is fully
committed and identified, including all subsequent years of contracted services, if applicable. The City of Fayetteville will pay all invoices as received
from Motorola and any changes in scope will be subject to the change order process as described in this Agreement.
Motorola acknowledges the City of Fayetteville may require the issuance(s) of a purchase order or notice to proceed as part of the City of Fayetteville's
procurement process. However, City of Fayetteville agrees that the issuance or non -issuance of a purchase order or notice to proceed does not
preclude the City of Fayetteville from its contractual obligations as defined in this Agreement. Unless alternative payment terms are stated in this
Agreement, Motorola will invoice City of Fayetteville in advance for each payment period. All other charges will be billed monthly, and City of
Fayetteville must pay each invoice in U.S. dollars within twenty (20) days of the invoice date
8.2 City of Fayetteville will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as
a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The City of
Fayetteville will pay all invoices as received from Motorola. At the time of execution of this Agreement, the City of Fayetteville will provide all necessary
reference information to include on invoices for payment in accordance with this Agreement.
Section 9. WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date
the performance of the Services are completed. In the event of a breach of this warranty, City of Fayetteville's sole remedy is to require Motorola to re -
perform the non -conforming Service or to refund, on a pro-rata basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL
OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1 If either party defaults in the performance of this Agreement, the other party will give to the non -performing party a written and detailed notice of the
default. The non -performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and
begin implementing the cure plan immediately after plan approval. If the non -performing party fails to provide or implement the cure plan, then the injured
party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination
to the defaulting party.
10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which
may be due and owing at the time of termination. All sums owed by City of Fayetteville to Motorola will become due and payable immediately upon
termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.
10.3 Termination for Non -Appropriation. In the event any identified funding is not appropriated or becomes unavailable, the City of Fayetteville reserves
the right to terminate this Agreement for non -appropriation upon thirty (30) days' advance written notice to Motorola. In the event of such termination,
Motorola shall be entitled to compensation for all conforming goods delivered and for all services performed prior to the effective date of termination date.
10.4 If the City of Fayetteville terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the City of
Fayetteville will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original
Term.
0 MOTOROLA SOLUTIONS
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number : QUOTE-2721067
Contract Number: USC000006611
Contract Modifier: R18-JUL-24 20:35:35
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be
limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement.
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE
LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR
OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANYWAY RELATED TO OR ARISING FROM THIS AGREEMENT OR
THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the
transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an
open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the
Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The
Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties.
12.2 City of Fayetteville agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the
reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a City of Fayetteville purchase
order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly
indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by
authorized representatives of both parties.
Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to City of Fayetteville under
this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request.
City of Fayetteville may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or
use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section
survive the expiration or termination of this Agreement.
13.2 Freedom of Information Act: City contracts and documents prepared while performing city contractual work are subject to the Arkansas Freedom
of Information Act. If a Freedom of Information Act request is presented to the City of Fayetteville, the Motorola Solutions will do everything reasonably
possible to provide the documents in a prompt and timely manner as prescribed in the Arkansas Freedom of Information Act (A.C.A. §25-19-101 et. Seq.)
13.3 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by City of Fayetteville to Motorola
will be deemed secret or confidential. Motorola will have no obligation to provide City of Fayetteville with access to its confidential and proprietary
information, including cost and pricing data.
13.4 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright,
trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed
under this Agreement.
Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS
City of Fayetteville is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other
federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any
of its employees is an agent or representative of City of Fayetteville in any governmental matters.
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, City of Fayetteville will not hire, engage on contract, solicit the
employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of
Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this
Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.
Section 16. MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and
remain the sole property of Motorola. City of Fayetteville will safeguard all such property while it is in City of Fayetteville's custody or control, be liable for
any loss or damage to this property, and return it to Motorola upon request. This property will be held by City of Fayetteville for Motorola's use without
charge and may be removed from City of Fayetteville's premises by Motorola at any time without restriction.
0 MOTOROLA SOLUTIONS
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number : QUOTE-2721067
Contract Number: USC000006611
Contract Modifier: R18-JUL-24 20:35:35
Section 17. GENERAL TERMS
17.1 If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect.
17.2 This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are
performed.
17.3 Failure to exercise any right will not operate as a waiver of that right, power, or privilege.
17.4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes,
material shortages, or acts of God.
17.5 Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
17.6 Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of
the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be
void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of
City of Fayetteville. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale,
establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at
no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its
affiliates, to the extent applicable) following the Separation Event.
17.7 THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS
EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION
TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, an updated
agreement shall be mutually executed between the parties.
17.8 If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or
expiration will apply to those Services and City of Fayetteville agrees to pay for those services on a time and materials basis at Motorola's then effective
hourly rates.
17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this
Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the
purposes of validity, enforceability and admissibility. In addition, an electronic signature, 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.
Revised Sept 03, 2022
0 MOTOROLA SOLUTIONS
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
SERVICE AGREEMENT
Quote Number : QUOTE-2721067
Contract Number: USC000006611
Contract Modifier: R18-JUL-24 20:35:35
Cybersecurity Online Terms Acknowledgement
This Cybersecurity Online Terms Acknowledgement (this "Acknowledgement") is entered into between Motorola Solutions, Inc. ("Motorola") and the entity set
forth in the signature block below ("City of Fayetteville").
1. Applicability and Self Deletion. This Cybersecurity Online Terms Acknowledgement applies to the extent cybersecurity products and services, including
Remote Security Update Service, Security Update Service, and Managed Detection & Response subscription services, are purchased by or otherwise
provided to City of Fayetteville, including through bundled or integrated offerings or otherwise.
NOTE: This Acknowledaement is self deletina if not aoolicable under this Section 1.
2. Online Terms Acknowledgement. The Parties acknowledge and agree that the terms of the Cyber Subscription Renewals and Integrations
Addendum available at http://www.motorolasolutions.com/cyber-renewals-integrations are incorporated in and form part of the Parties' agreement as it
relates to any cybersecurity products or services sold or provided to City of Fayetteville. By signing the signature block below, City of Fayetteville certifies
that it has read and agrees to the provisions set forth and linked on-line in this Acknowledgement. To the extent City of Fayetteville is unable to access the
above referenced online terms for any reason, City of Fayetteville may request a paper copy from Motorola. The signatory to this Acknowledgement
represents and warrants that he or she has the requisite authority to bind City of Fayetteville to this Acknowledgement and referenced online terms.
3. Entire Agreement. This Acknowledgement supplements any and all applicable and existing agreements and supersedes any contrary terms as it relates to
City of Fayetteville's purchase of cybersecurity products and services. This Acknowledgement and referenced terms constitute the entire agreement of the
parties regarding the subject matter hereof and as set out in the referenced terms, and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter.
4. Execution and Amendments. This Acknowledgement may be executed in multiple counterparts, and will have the same legal force and effect as if the
Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer
image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this
document. This Acknowledgement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.
The Parties hereby enter into this Acknowledgement as of the last signature date below.
Revised Sept 03, 2022
