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HomeMy WebLinkAboutOrdinance 5729ORDINANCE NO. 5729 AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $98,422.92 PLUS APPLICABLE TAXES WITH AUTOMATIC RENEWALS FOR FOUR ADDITIONAL YEARS FOR MAINTENANCE OF THE CITY'S MOTOROLA SIMULCAST RADIO SYSTEM WHEREAS, the City's Motorola simulcast radio project was completed in 2012; and WHEREAS, Motorola Solutions, Inc. provides factory authorized training, field technical representation services and other technical support to provide maintenance on the Motorola simulcast system and has provided these services since 2012; and WHEREAS, due to the complexity of the system and Motorola Solutions, Inc.'s unique knowledge of the technical aspects of the system and how it connects to the Arkansas Wireless Network (AWIN), it is necessary for them to continue providing the necessary maintenance for the system; NOW, THEREFORE, BE IT ORDAINED 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 one year contract with Motorola Solutions, Inc. in the amount of $98,422.92 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. ®e®°®ARK l 1TRi'P���>r PASSED and APPROVED this 16'' day of December, 2014. \AY°Q �0 CJ ysG,� APPROVED: ATTEST: ' �® � FAYETTEVILLEp `�� `°.gym•"`�� ��' — By: n L NE AN, Mayor SONDRA E. SMITH, City Clerk/Treasurer City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 o a 479-575-8323 TDD - 479-521-1316 ,"- Text File File Number: 2014-0523 Agenda Date: 12/16/2014 Version: 1 Status: Passed In Control: City Council File Type: Ordinance Agenda Number: C3. AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $98,422.92 PLUS APPLICABLE TAXES WITH AUTOMATIC RENEWAL FOR FOUR ADDITIONAL YEARS FOR MAINTENANCE OF THE CITY'S MOTOROLA SIMULCAST RADIO SYSTEM WHEREAS, the City's Motorola simulcast radio project was completed in 2012; and WHEREAS, Motorola Solutions, Inc. provides factory authorized training, field technical representation services and other technical support to provide maintenance on the Motorola simulcast system and has provided these services since 2012; and WHEREAS, due to the complexity of the system and Motorola Solutions, Inc.'s unique knowledge of the technical aspects of the system and how it connects to the Arkansas Wireless Network (AWIN), it is necessary for them to continue providing the necessary maintenance for the system; NOW, THEREFORE, BE IT ORDAINED 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 one year contract with Motorola Solutions, Inc. in the amount of $98,422.92 plus applicable taxes per year with automatic renewal for four additional years for maintenance of the City's Motorola simulcast radio system. City of Fayetteville, Arkansas Page 1 Printed on 12118/2014 City of Fayetteville Staff Review Form 2014-0523 I-egistar File ID 12/16/2014 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Chief Greg Tabor 11/18/2014 Central Dispatch /police Department Submitted By Submitted Date Division / Department Action Recommendation: Approval of an ordinance waiving the requirements of formai competitive bidding and award a five year contract with Motorola Inc. for radio maintenance in the amount of $98,422.92 plus tax. Motorola Inc. agrees the contra price will remain fixed for the initial term and for four one year subsequent renewals. Budget Impact: Various Radio Maintenance Accounts Account Number Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? No Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Remaining Budget Various Funds Fund Project Title $ 108,019.15 108,02915: 108,019:15' V20140710 Previous Ordinance or Resolution # Original Contract Number: Comments: Approval Date: I (�— I(�� d CITY OF Fa • e ear e ARKANSAS MEETING OF DECEMBER 16, 2014 TO: Mayor and City Council THRU: Greg Tabor, Chief of Police FROM: Kathleen Stocker, Dispatch Manager CITY COUNCIL AGENDA MEMO DATE: November 12, 2014 SUBJECT: Approve Radio Maintenance Contract from Motorola Inc. RECOMMENDATION: Staff recommends approval of an ordinance to waive the requirements of formal competitive bidding and to approve a five (5) year contract with Motorola for radio maintenance in the amount of $98,422.92 plus tax. Motorola agrees the contract price listed will remain fixed for the initial term and for four one year subsequent renewals. BACKGROUND: The City of Fayetteville's simulcast radio project was completed in 2012. This radio maintenance includes all dispatch equipment, older radios that were upgraded in the project and new mobiles and portables that are now coming off warranty. DISCUSSION: Motorola Inc. offers factory authorized training, field technical representation services (engineers) and other technical support to provide maintenance on the Motorola Simulcast system. Motorola subcontracts with Smith Two Way a local authorized Motorola service and repair center in Fayetteville to help provide on-site service to the dispatch center and fire departments. Due to the complexity of this type of system; Motorola's unique knowledge of the technical aspects of our system; and how it connects to the Arkansas Wireless Network it is necessary for them to provide the maintenance for this system. BUDGETISTAFF IMPACT: Funding is contingent upon approval of the 2015 proposed budget. A check request will be prepared for this item in January of 2015. Attachments: Staff Review Form Motorola Contract Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 0 MOYORCLA SOLUTIONS SERVICES ,AGREEMENT Attn: National Service Support/4th fl 01 Egonqurn Road Contract Number: 800001012130 (8800j 247-2847-2346 Contract Modifier: RN24-JUN-14 13:02:40 Date: 07/07/2014 Company Name: Fayetteville, City Of Required P.O.: No Attu. Billing Address: 113 W Mountain St Customer #: 1011442374 City, State, Zip: Fayetteville,AR,72701 Bill to Tag # : 0001 Customer Contact: Contract Start Date: 01/01/2015 Phone: Contract End Date: 12/31/2015 Anniversary Day: Dec. 31st Payment Cycle: ANNUAL PO#: QTY MODEL/OPTION SERVICES DESCRfpT10N MONTHLY EXTENDED ***** Recurring Services EXT ,4tYlT SVC01SVC0033A SECURITY MONITORING 1 SVC828AE DISPATCH SITE $251.33 $3,015.96 SVC01SVC1101C INFRASTRUCTURE REPAIR WITH ADV REPL $626.35 1 SVC060AD ASTR025 DISPATCH SITE $7,516.20 6 SVC062AD ASTRO25 OPERATOR POSITIONS SVC0.1SVC1102C DISPATCH SERVICE 2 SVC084AD ASTR025 DISPATCH SITE. $29.05 $348.60 SVC01SVC1103C NETWORK MONITORING 1 SVC049AD ASTR025 DISPATCH SITE $207.07 $2'484'84 SVC01SVC1104C TECHNICAL SUPPORT 2 SVC040AD ASTR025 DISPATCH SITE $74 19 $890'28 SVC01SVC1405C NETWORK PREVENTATIVE MAINTENANCE $95.87 1 SVC126AD ASTR025 DISPATCH SITE $1,150.44 SVC01SVC1413C ONSITE INFRASTRUCTURE RESPONSE -PREMIER $585.03 2 SVC11BAD ASTR025 DISPATCH SITE $7,020.36 1 SVC117AD ASTR025 OPERATOR POSITIONS SVCOISVC1422C 204 SVC118AG LOCAL RADIO COMBO PACKAGE $6,000.45 $72,005.40 ENH: APX6000 98 SVC122AG ENH: APX6500 44 SVC26AC XTS2500 14 SVC27AC XTS5000 86 SVC607AS XT51500 - PORTABLE 15 SVC619AB XTL5000 - MOBILE 27 SVC964AD ENH: XTL2500 3 SVC972AE ENH: APX7500 144 SVC997AD ENH: XTL1500 SVC04SVC0016C SECURITY UPDATE SERVICE 1 SVC835AE DISPATCH SITE $332.57 $3,990.84 SPECIAL INSTRUCTIONS - ATTACH Subtotal - RecurringServices STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS $8,201.91 $98,422.92 r--- .-..•�a a+c�„� �uG "'"' Sur - —s provlaeo on in1S Agreement. Motorola's Service Terms C itians p of whi is attached to this ServAce Agreement, is incorporated herein by this reference. f 1�� MOTOROLA // V((GTURE) 9A2a1alas 1 0met- /iNCQS MOTOROLA REPRESENTATIVE(PRiNT NAME) Company Name: Subtotal - One -Time Event Services $ A0 $ .00 Total $8,201.91 $98,422.92 RN24-JUN-14 13:02:40 Taxes 01/0112015 Grand Total $8,201.91 $98,422.92 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA, Subcontractor(s) City State MOTOROLA SYSTEM SUPPORT CENTER ELGIN IL MOTOROLA SSC NETWORK SECURITY D0298 SCHAUMBU RG IL MOTOROLA SYSTEM SUPPORT CENTER -NETWORK MGMT D0067 SCHAUMBU RG IL MOTOROLA SYSTEM SUPPORT CTR -CALL CENTER D0066 SCHAUMBU RG IL MOTOROLA SYSTEM SUPPORT -TECHNICAL SUPPORT D0068 SCHAUMSU RG IL SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR SMITH TWO WAY RADIO INC FAYETTEVI LLE AR r--- .-..•�a a+c�„� �uG "'"' Sur - —s provlaeo on in1S Agreement. Motorola's Service Terms C itians p of whi is attached to this ServAce Agreement, is incorporated herein by this reference. f 1�� MOTOROLA // V((GTURE) 9A2a1alas 1 0met- /iNCQS MOTOROLA REPRESENTATIVE(PRiNT NAME) Company Name: Fayetteville, City Of Contract Number: S00001012130 Contract Modifier: RN24-JUN-14 13:02:40 Contract Start Date: 01/0112015 Contract End Date: 12/31/2016 PHONE //-17—/ DATE '6/- 23f 01 z?e Service Terms and Conditions Motorola Solutions, Inc. ("Motorola") and the City of Fayetteville ("City") hereby agree as follows: Section 9 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to City either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE City accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by 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'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 purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment maybe added to this Agreement and will be billed at the applicable rates after the warranty for that additional be 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 will provide a complete serial and model number list of the Equipment. City must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. City'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 must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. Service Terms and Conditions. Rev 1.12.12.doc (GSA formatted) 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 must promptly notify Motorola of any Equipment failure. Motorola will respond to City's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at City's location, City 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 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 agrees to reimburse Motorola for those charges and expenses. Section 7 CITY CONTACT City 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's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice City in advance for each payment period. All other charges will be billed monthly, and City must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. City 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. 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 Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted) completed. In the event of a breach of this warranty, City'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 DEFAULTITERMINATION 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 to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT 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 ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than 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. Changes, modifications, or amendments in scope, price or fees to this Agreement shall not be allowed without a prior formal Agreement Amendment to be approved by Motorola and the Mayor and the City Council in advance of the change in scope, cost or fees. 12.2. City 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 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. Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted) 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 under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential to the extent permitted by law, and will be promptly returned at Motorola's request. City 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. Notwithstanding anything herein to the contrary, Motorola acknowledges that 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, Motorola will do everything 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) Only legally authorized photocopying costs pursuant to the FOIA may be assessed for this compliance. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by City to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide City with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS City 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 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 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 will safeguard all such property while it is in City'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 for Motorola's use without charge and may be removed from City's premises by Motorola at any time without restriction. 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. Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted) 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State of Arkansas. 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. 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 SHALL COMMENCE ON JANUARY 1, 2015 AND CONTINUE FOR A TERM OF ONE (1) YEAR WITH AUTOMATIC ANNUAL RENEWAL UP TO FOUR (4) ADDITIONAL ONE-YEAR PERIODS. EITHER PARTY MAY TERMINATE THIS AGREEMENT BY PROVIDING THE OTHER PARTY WITH AT LEAST THIRTY (30) DAYS WRITTEN NOTICE PRIOR TO THE END OF THE THEN CURRENT TERM OR RENEWAL TERM. Motorola agrees that the contract price listed on the Cover Page will remain fixed for the initial term and for four one year subsequent renewals. 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 agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Service Terms and Conditions. Rev 1.12.12.doc (CSA formatted) NORTHWEST ARKANSAS DEMOCRAT -GAZETTE NORTHWESTARKANSAS THE MORNING NEWS OF SPRINGDALE SP-M--E:R.SLLC THE MORNING NEWS OF ROGERS NORTHWEST ARKANSAS TIMES BENTON COUNTY DAILY RECORD 212 NORTH EAST AVENUE, FAYETTEVILLE, ARKANSAS 72701 1 P.O. BOX 1607, 72702 1 479.442.1700 1 WWW.NWANEWS.COM AFFIDAVIT OF PUBLICATION I, Cathy Wiles, do solemnly swear that I am the Legal Clerk of the Northwest Arkansas Newspapers, LLC, printed and published in Washington and Benton County, Arkansas, bona fide circulation, that from my own personal knowledge and reference to the files of said publication, the advertisement of: City of Fayetteville - Ordinance 5729 Was inserted in the Regular Editions on: December 24, 2014 Publication Charges: $ 146.25 Cathy Wiles Subscribed and sworn to before me This ue74 day of t%G��,cc�,y, 2015— Notary 01SNotary Public My Commission Expires: (qz d1 aoz3 VBEIvS �� J�.•''�23969'••.? �. `s : ��TARy N y PUB00 :' r 2 EXPIRE r� Ci '.231.... Q �� **NOTE**%,TONCooN�� JAS! 0 6 2015 CITY OF FAY':''fff CITY CLERK'S �F�11 � Please do not pay froiff'Atlffrnd it. Invoice will be sent. Chief Greg Tabor Submitted By City of Fayetteville Staff. Review Form 2-015-0510 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/18/2015 Submitted Date Action Recommendation: N60 10L(TA. 4nwxt Central Dispatch / Police Department Division / Department Mayors signature is needed for automatic renewal of 2016 Radio Maintenance Contract with Motorola Inc. in the amount of $98,422.92 plus tax which is budgeted in the 2016 budget. Budget Impact: Various Radio Maintenance Various Funds Account Number Project Number Budgeted Item? Yes Does item have a cost? Budget Adjustment Attached? Yes NA Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Fund Project Title $ 108,019.15 Remaining Budget $ 108,419.15 • Previous Ordinance or Resolution # 5729 V2pT407T0 Original Contract Number: S00001012130 Comments: Approval Date: NO NW, hLy p?�, do �i CITY OF ITIq a ARKANS TO: Lioneld Jordan, Mayor THRU: Greg Tabor, Chief of Police FROM: Kathleen Stocker, Dispatch Manager DATE: November 19, 2015 SUBJECT: Renewal of Radio Maintenance Contract from Motorola Inc. STAFF MEMO RECOMMENDATION: Staff recommends the Mayor's signature on this contract in the amount of 98,422.92 plus tax. BACKGROUND: Ordinance 5729 was passed waiving the requirements of formal competitive bidding and approved automatic renewal of this contract for maintenance of the City's Motorola Simulcast Radio System. DISCUSSION: This renewal was approved by City Council in December of 2014. This is the first year to renew the contract BUDGETISTAFF IMPACT: Funding was approved in the 2016 budget.- A check request will be prepared for this item in January of 2016. Attachments:, Staff Review Form Copy of Ordinance Motorola Contract Mailing Address: 113 W.Vountain Street www.fayettevilie-ar.gov Fayetteville, AR 72701 0 MOTOROLA SOLUTIONS AM): Natkws) SeMce Suppodgrh A 1301 East AlgonqurnRoad (600) 247-2346 Date: 09/2512015 SERVICES AGREEMENT Contract Number. S00001012130 Contract Modifier. R1412-JULA5 21:27:46 Company Name: Fayetteville, City Of I MODELIOP"IION Required P.O.: No Attn: Billing Address: 113 W Mountain St Customer #, Bill to Tag #: 1011442374 0001 City, Slate, Zip: Fayetteville,AR,72701 Contract Start Date: 01/01/2016 Customer Contact: SVC01SVC0033A ' Contract End Date: 12/31/2016 Phone: SVC82BAE Anniversary Day: Dec 31st Payment Cycle: ANNUAL $626.35 $7,51620 PO#: SVC060AD QTY I MODELIOP"IION SERVICES DESCRIPTION MONTHLY EXTENDED EXT AMT Recurring Services SVC01SVC0033A ' SECURITY MONITORING $251.33 $3,015.96 1 SVC82BAE DISPATCH SITE SVC01SVC1101C ASTRO INFRASTRUCTURE REPAIR W/ADV REPL $626.35 $7,51620 1 SVC060AD ASTR025 DISPATCH SITE 6 SVC062AD ASTRO25 OPERATOR POSITIONS SVC01SVC1102C ASTRO DISPATCH SERVICE $29.05 $348.60 2 SVC084AD ASTRO25 DISPATCH SITE SVC01SVC1103C ASTRO NETWORK MONITORING $207.07 $2,484.84 1 SVC049AD AS-TR025 DISPATCH SITE SVC01 SVC1104C ASTRO TECHNICAL SUPPORT $74.19 $890.28 2 SVC040AD ASTRO25 DISPATCH SITE SVO01SVC1405C NETWORK. PREVENTATIVE MAINTENANCE $95.87 $1,150.44 1 SVC126AD ASTRO25 DISPATCH SITE SVCOISVC1413C ONSITE INFRASTRUCTURE RESPONSE -PREMIER $917.60 $11,011.20 2 SVC115AD ASTR025 DISPATCH SITE 1 SVC117AD ASTR025 OPERATOR POSITIONS SVCOISVC1422C LOCAL RADIO COMBO PACKAGE $6,000.45 $72,005.40 204 SVC118AG ENH: APX6000 98 SVC122AG ENH: APX6500 44 SVC26AC XTS2500 14 SVC27AC XTS5000 86 SVC607AB XTS1500 -PORTABLE 15 SVC619AB XTL5000 - MOBILE 27 SVC954AD ENH: XTL2500 3 SVC972AE ENH: APX7500 144 SVC997AD ENH: )XTL1500 SPECIAL_ INSTRUCTIONS - ATrwoH Subtotal - Recurring Services $8,201.91 $98,422.92 srATeM CNT OF V"( FOR PERFORWw� Mscawnons Subtotal - One -Time Event Services $ .00 $ .00 I reca and C CUSTOMER Work that des which is tta R SIGNATURE N E) Tota! _$98 Taxes Grand Total $8,201.91 _ $98,422.92 r LS 6UBJ[CT TO STATE AND LOCAL TA)UNG OPPLICABLE, TO BE V@RIF1W BYMOTOROUL a...ivrta� MOTOROLA SYSTEM SUPPORT CENTER ii�•J ELGIN state IL MOTOROLA SSC NETWORK SECURITY SCHAUMBU IL D0298 RG Contract End Date: MOTOROLA SYSTEM SUPPORT CENTER -NETWORK MGMT D0057 SCHAUMBU IL MOTOROLA SYSTEM SUPPORT CTR -CALL RG SCHAUMBU IL CENTER D0066 RG MOTOROLA SYSTEM SUPPORT -TECHNICAL SUPPORT D0088 SCHAUMBU IL SMITH TWO WAY RADIO INC RG FAYETTEVi AR LLE )e the services Provided on.this Agreement Motorola's Service Terms kd to this Service Agreement, is Incorporated herein by this reference. TITLE r DA TUBE) Brian Lasher 501515-2356 MOTOROLA REPRESENTATtVE(PRINT NAME) PHONE Company Name: Fayetteville, City Of Contract Number: S00001012130 Contract Modifier: RN12-JUL-15 21:27:46 Contract Start Date: 41/01/2016 Contract End Date: 12!3112016 DA Service Terms and Conditions Motorola Solutions Inc.rMotomia") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1. APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In Interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3.'Services° means those installation, maintenance, support, training, and other services described in this Agreement. Section 3. ACCEPTANCE Customer accepts these Service Temps 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 Customer's request, Motorola may also provide additional services at Motorola's then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used, the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates atter the warranty for that additional equipment expires. 4.4. Ali Equipment must be in good working order on the Start pate or when additional equipment is added to the Agreement Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use In hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonabie 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. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the nonnal, 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 Equipmerd, 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, deplexer, combiner, ar multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web. or for Equipment malfunction caused by the transmission medium. Section B. TIME AND PLACE OF SERVICE Service will tie provided at the location specified in this AgreemenL When Motorola performs service at Customer's location. Customer will provide Motorola, at no charge.a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment- Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perforrn ervices. its S Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services,Customer agrees to reimburse Motorola for those changes and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will Invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the. invoice date. Customer 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. Section 9. WARRANTY Motorola warrants that Its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re -perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULTrrERM[NATION 10.1. if either party defaults in the performance of this Agreement, the other party will give to the non-performing paa written and detailed notice of the default. The non-performing party will rty have thirty {30j days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cage 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 nefieve either party of obligations previously'lncurred pursuant to this Agreement, including payments which may be due and owing at the time of Motorola will become due and payable immediatetermination. Alf sums owed by Customer to ly upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR. DAMAGES, THEY AGREE THAT 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 ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES 8Y 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 accountThis limitation of liability will survive the expiration or termination of this Agree notwithstanding any contrary provision. ment and applies Section 12. EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other wThing specifically refers to this Agreement; dearly 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 fumished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, 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. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by Implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORiZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neitherr Motorola nor any of its employees Is an agent or representative of Customer in any governmental matters Section 15_ COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motoraia 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. Customer will safeguard all such property while it Is In Customer's custody or control, be Gable for any loss or damage to this properly, and return it to Motorola upon request This property will be held by Customer for Motorola's use without charge and may be removed from Customers premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaininglerms 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 Wit not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the'foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. 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, spinoff 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. Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Revised ,fan 1, 2010 ORDINANCE NO. 5729 AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $98,422.92 PLUS APPLICABLE TAXES WITH AUTOMATIC RENEWALS FOR FOUR ADDITIONAL YEARS FOR MAINTENANCE OF THE CITY'S MOTOROLA SIMULCAST RADIO SYSTEM WHEREAS, the City's Motorola simulcast radio project was completed in 2012; and WHEREAS, Motorola Solutions, Inc. provides factory authorized training, field technical representation services and other technical support to provide maintenance on the Motorola simulcast system and has provided these services since 2012; and WHEREAS, due to the complexity of the system and Motorola Solutions, Inc.'s unique knowledge of the technical aspects of the system and how it connects to the Arkansas Wireless Network (AWIN), it is necessary for them to continue providing the necessary maintenance for the system; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: ection 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 one year contract with Motorola Solutions, Inc. in the amount of $98,422.92 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. ,,�►gnnnf„��� PASSED and APPROVED this 161 day of December, 2014. APPROVED ATTEST: ; FAYE77EVILLE:x- By:AAux., y L 1\'E ,Mayor SONDRA E. SMITH, City Clerk/Treasurer City of Fayetteville, Arkansas 113WestMountain Sum Fayettovnle, An 72701 '479-575.8323 TDD - 47"21-1918 Text File File Number: 2014-0523 Agenda Date: 12M 2014 Version: i Status: Passed In Control: City Council Agenda Number. C3. File Type: Ordinance AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAI. COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $98,422.92 PLUS APPLICABLE TAXES WITH AUTOMATIC RENEWAL FOR FOUR ADDITIONAL YEARS FOR MAINTENANCE OF THE CITY'S MOTOROLA SIMULCAST RADIO SYSTEM WHEREAS, the City's Motorola simulcast radio project was completed in 2012; and WHEREAS, Motorola Solutions, Inc. provides factory authorized training, field technical representation services and other technical support to provide maintenance on the Motorola simulcast system and has provided these services since 2012; and WHEREAS, due to the complexity of the system and Motorola Solutions, Inc.'s unique knowledge of the technical aspects of the system and how it connects to the Arkansas Wireless Network (AWIN), it is necessary for them to continue providing the necessary maintenance for the system; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF TILE CITY OF FAYETTEVILLE, ARKANSAS: Sgglio I: 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 one year contract with Motorola Solutions, Inc. in the amount of $98,42192 plus applicable taxes per year with automatic renewal for four additional years for maintenance of the City's Motorola simulcast radio system. City of FayertovMJv, Arkansas P490 1 Printed on 1?1tJ3 M4 Chief Greg Tabor Submitted By okoyo 0,,. ab I ",Aod,(D City of Fayetteville Staff Review Form 2016-0669 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 12/19/2016 Central Dispatch / Police Department - Submitted Date Division / Department Action Recommendation: Mayor's signature is needed for automatic renewal of the 2017 Radio Maintenance contract with Motorola Inc. in the amount of $98,422.56 plus tax which is budgeted in the 2017 budget. Budget Impact: Various Radio Maintenance Various Account Number Fund Project Number Project Title Budgeted Item? Yes Current Budget . $ 108,018.86 Funds Obligated $ - Current Balance $ ..108,018:86 Does item have a cost? Yes Item Cost Budget Adjustment Attached? NA Budget Adjustment Remaining Budget $ .108,018.86 Previous Ordinance or Resolution # 5729 v20140710 Original Contract Number: 500001012130 Comments: Approval Date: I of - A 9 — I Le I - f CITY OF aYee�le ARKANSAS CITY COUNCIL AGENDA MEMO TO: Mayor Lioneld Jordan THRU: Greg Tabor, Chief of PoliceNzk-�!� FROM: Kathleen Stocker, Dispatch Manager DATE: December 19, 2016 SUBJECT: Automatic Renewal of Radio Maintenance Contract from Motorola Inc. RECOMMENDATION: i Staff recommends the Mayor's signature on this contract in the amount of 98,422.56 plus tax. BACKGROUND: Ordinance 5729 was passed waiving the requirements of formal competitive bidding and approved automatic renewal of this contract for maintenance of the City's Motorola Simulcast Radio System. DISCUSSION: This renewal was approved by City Council in December of 2014: This is the second year to renew the contract. BUDGET/STAFF IMPACT: Funding was approved in the 2017 proposed budget. A check request will 5e prepared for this item in January of 2017. Attachments: Staff Review Form Copy of Ordinance Motorola Contract Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 ORDINANCE NO. 5729 AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $98,422.92 PLUS APPLICABLE TA.XMS WITH AUTOMATIC RENEWALS FOR FOUR ADDITIONAL YEARS FOR MAINTENANCE OF THE CITY'S MOTOROLA SIMULCAST RADIO SYSTEM WHEREAS, the City's Motorola simulcast radio project was completed in 2012; and WHEREAS, Motorola Solutions, Inc. provides factory authorized training, field technical representation services and other technical support to provide maintenance on the Motorola simulcast system and has provided these services since 2012; and WHEREAS, due to the complexity of the system and Motorola Solutions, Inc.'s unique knowledge of the technical aspects of the system and how it connects to the Arkansas Wireless Network (AWN, it is necessary for them to continue providing the necessary maintenance for the system; . . NOW, THEREFORE, BE IT ORDAINED 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 one year contract With'Mi6t6r6la Solutions, Inc. in the amount of $98,422.92 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. PASSED and APPROVED this 161° day of December, 2014. ``��.��RK / T. �so�� C��G��Y Qc •L� APPROVED ATTEST:FAYETTEv1LLE, By. fdlitF4Sti�� L NE AR, Mayor SONDRA E. SNIITH, City Clerk/.Treasurer in MOT -OA ROLA SOLUTIONS Attn: National Service Support/4th tl 9301 East Algonquin Road (800) 247-2346 Date: 12/15/2016 Company Name: Fayetteville, City Of Attn: Billing Address: 113 W Mountain St City, State, Zip: Fayetteville,AR,72701 Customer Contact: Phone: SERVICES AGREEMENT Contract Number: S00001012130 Contract Modifier: RN14-DEC-16 10:16:54 Required P.O.: No Customer #: 1011442374 Bill to Tag # : 0001 Contract Start Date: 01/01/2017 Contract End Date: 12/31/2017 Anniversary Day: Dec 31 st Payment Cycle: ANNUAL PO#: $251.33 QTY MODEL/OPTION SERVICES DESCRIPTION MONTHLY EXT EXTENDED AMT Recurring Services''*' SVCOISVC0033A SECURITY MONITORING $251.33 $3,015.96 1 SVC828AE DISPATCH SITE SVC01SVC1101C ASTRO INFRASTRUCTURE REPAIR WIADV REPL $626.36 $7,516.32 1 SVC060AD ASTR025 DISPATCH SITE 6 SVC062AD ASTR025 OPERATOR POSITIONS SVCOISVC1102C ASTRO DISPATCH SERVICE $29.04 $348.48 2 SVC084AD ASTR025 DISPATCH SITE SVC01SVC1103G ASTRO NETWORK MONITORING $207.07 $2,484.84 1 SVC049AD ASTR025 DISPATCH SITE SVC01SVC1104C ASTRO TECHNICAL SUPPORT $74.20 $890.40 2 SVC040AD ASTR025 DISPATCH SITE SVC01SVC1405C NETWORK PREVENTATIVE $95.87 $1,150.44 MAINTENANCE -LEGACY 1 SVC126AD ASTR025 DISPATCH SITE SVCQlSVC1413C ONSITE INFRASTRUCTURE RESPONSE -PREMIER $917:61 $11,011.32 2 SVC I15AD ASTR025 DISPATCH SITE 1 SVC I17AD ASTR025 OPERATOR POSITIONS SVC01SVC1422C LOCAL RADIO COMBO PACKAGE $6,000.40 $72,004.80 211 SVC 118AG APX6000 106 SVC122AG APX6500 41 SVC26AC XTS2500 4 SVC27AC XTS5000 87 SVC607AB XTS1500-PORTABLE 11 SVC619AB XTL5000 - MOBILE 27 SVC964AD XTL2500 4 SVC972AE APX7500 144 SVC997AD XTL1500 SPECIAL INSTRUCTIONS - ATTACH Subtotal - Recurring Services $8,201.88 $98,422.56 STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS srcv a�I-a-7— vI • US I% LNaa. wl.nYC l/IC JCfVIGCS proVweo Uri L1115 myreemenL. motoroia:s serVIce Ierms - and ions, a c p of hich i attached to this Service Agreement, is incorporated herein by this reference. O I D CU ER SIGNATURE TITLE I DATE CUSTOMER N A ) WfOROLA ESENTATIVE(SIGNATURE) TITLE DATE Phillip Jackson (870) 329-9509 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE Company Name: Subtotal - One -Time Event Services $ .00 $ .00 Total $8,201.88 $98,422.56 S00001012130 Taxes Grand Total 1 $8,201.88 $98,422.56 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA 01/01/2017 Contract End Date: 12/31/2017 ^� �1 Subcontractor(s) City- State MOTOROLA SYSTEM SUPPORT CENTER ELGIN IL MOTOROLA SSC NETWORK SECURITY D0298 SCHAUMBU RG IL MOTOROLA SYSTEM SUPPORT CENTER -NETWORK MGMT D0067 SCHAUMBU RG IL_ MOTOROLA SYSTEM SUPPORT, CTR -CALL CENTER D0066 SCHAUMBU RG IL MOTOROLA SYSTEM SUPPORT -TECHNICAL SUPPORT D0068 SCHAUMBU RG IL SMITH TWO WAY RADIO INC FAYETTEVI LLE AR srcv a�I-a-7— vI • US I% LNaa. wl.nYC l/IC JCfVIGCS proVweo Uri L1115 myreemenL. motoroia:s serVIce Ierms - and ions, a c p of hich i attached to this Service Agreement, is incorporated herein by this reference. O I D CU ER SIGNATURE TITLE I DATE CUSTOMER N A ) WfOROLA ESENTATIVE(SIGNATURE) TITLE DATE Phillip Jackson (870) 329-9509 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE Company Name: Fayetteville, City Of Contract Number. S00001012130 Contract Modifier: RN'14-DEC-16 10:16:54 Contract Start Date: 01/01/2017 Contract End Date: 12/31/2017 Service Terms and Conditions Motorola Solutions Inc.("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1, APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means•these 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 Customer 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 Customer's request, Motorola may also provide additional services at Motorola' s then -applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer 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. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the intemet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customers location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p. m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phohe'numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period.. All other charges will be billed monthly, and Customer must pay,each invoice in U.S: dollars within twenty (20) days of the invoice date: Customer will reimburse Motorola for all propefty-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. 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, Customers 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. DEFAULTITERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months,of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT 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 ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than 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. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorolas property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, 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. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data, 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. . Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 1S. COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer 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. Customer will safeguard all such property while it is in Customers custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customers premises by Motorola at any time without restriction. 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 partys reasonable control, such as strikes, material shortages, or acts of God. 17,5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. 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, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those _. ... services on.a.time anis materials.basis.of Motorolas then effective.hourly rates., 17.9- This Agreement may be -executed in one or more counterparts; all ofwhich--shall•be-considered partofthe Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall "have tFe same legal effect a9 'a handwritten signature, for th:e ;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 Oct 15, 2015 Motorola, Inc. Maintenance 2018 City of Fayetteville Staff Review Form 2018-0149 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Chief Greg Tabor 3/1/2018 CENTRAL DISPATCH (260) Submitted By Submitted Date Division / Department Action Recommendation: Mayor's signature is needed for automatic renewal of the 2018 Radio Maintenance contract with Motorola Inc. in the amount of $98,763.42 plus tax which is budged in the 2018 budget. Various Radio Maintenance Account Number Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Impact: Current Budget Funds Obligated Current Balance Item Cost Various Furid Project Title $ 109,763.00 $ 1091763.00 Budget Adjustment Attached? NA Budget Adjustment Remaining Budget I $ 109,763.00 V20140710 Previous Ordinance or Resolution # 5729 Original Contract Number: 500001012130 Approval Date 03/02/18 Comments: CITY OF FAYETTEVILLE ARKANSAS TO: Mayor Lioneld Jordan THRU: Greg Tabor, Chief of Police FROM: Kathleen Stocker, Dispatch Manager Yl< DATE: March 1, 2018 STAFF MEMO SUBJECT: Automatic Renewal of Radio Maintenance Contract from Motorola Inc. RECOMMENDATION: Staff recommends the Mayor's signature on this contract in the amount of 98,763.42 plus tax., ,BACKGROUND: Ordinance 5729 was passed waiving the requirements of formal competitive bidding and approved automatic renewal of this contract for maintenance of the City's Motorola Simulcast Radio System. DISCUSSION: This renewal was approved by City Council in December of 2014. The ordinance was approved for automatic renewal. This is the last year of the automatic renewal for this contract. BUDGET/STAFF IMPACT: Funding was approved in the 2018 budget. A check request will be prepared for this item upon receipt of the invoice. Attachments: Staff Review Form Copy of Ordinance Motorola Contract Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 ORDINANCE NO. 5729 AN ORDINANCE TO WAIVE THE REQUIItEtv1ENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $98,422.92 PWS APPLICABLE TAXES WITH AUTOMATIC RENEWALS FOR FOUR ADDITIONAL YEARS FOR MARMWANCE OF THE CITY'S, MOTOROLA SIMULCAST RADIO SYSTEM WHEREAS, the City's Motorola simulcast ratio project was completed in 2012; and WBEBEA.S, Motorola Solations, Inc. provides factory authorized training, field technical representation services and other technical support to provide maintenance on the Motorola simulcast system and has provided these services since 2012; and WSEREAS, due to the complexity of the system and Motorola Solutions, Inc.'s unique knowledge of the technical aspects of the system and how it connects to the Arkansas Wireless Network. (AWIN), it is necessary for them to continue providing the necessary maintenance for the system; ` NOW, THERI'ORE, BE IT ORDAINED BY THE CITY. COUNCIL OF TI CITY OF FAYETTLMLE, ARKANSAS: Se6don, i; 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 ptaotical and therefore waives the requirements of formal compatitive bidding and approves a one year ooritiaci yvitli'Ivlofariola Solutions, Inc. in the:-ti*ukof $98,422.92 plus applicable taxes per year with automatic renewals for four additional years for mainiaoance of the City's Motorola simulcast radio system. PASSED and APPROVED this 10 day of December, 2014. o. `�f ctY o A:. ATTEST. ;=U; FMYEUVII BY: MOTOROLA. SOLUTIONS 1299 E Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 19 -FEB -2018 SERVICE AGREEMENT Contract Number. USC000006611 Contract Modifier R16-NOV-17 09:54:30 QTY MODEUOPTION SERVICES DESCRIPTION P.O.#: N/A Company Name: Fayetteville, City Of Recurring Services'*"" Customer It 1011442374 Atkn.: LSVOOS00156A LOCAL DEVICE COMBO SVC Bill to Tag#: 0001 Billing Address: 113 W Mountain St APX6000 Contract Start Date: 01 -JAN -2018 City, State, Zip Code: Fayetteville, AR 72701 APX6500 Contract End Date: 31 -DEC -2018 Customer Contact: Kathy Stocker XTS2500 Payment Cycle: ANNUALLY Phone: XTS5000 Currency: USD QTY MODEUOPTION SERVICES DESCRIPTION MONTHLY EXT EXTENDED AMT Recurring Services'*"" LSVOOS00156A LOCAL DEVICE COMBO SVC $6,028.81 $72,345.66 211 APX6000 106 APX6500 43 XTS2500 11 XTS5000 80 XTS1500 — PORTABLE 15 XTL5000 — MOBILE 27 XTL2500 4 APX7500 144 XTL1500 SVC01SVC0033A NETWORK SECURITY MONITORING $251.33 $3,015.96 SVC01SVC1101C ASTRO INFRASTRUCTURE REPAIR W/ADV $626.36 $7,516.32 REPL SVC01SVC1102C ASTRO DISPATCH SERVICE $29.04 $348.48 SVC01 SVC1 103 C ASTRO NETWORK MONITORING $207.07 $2,484.84 SVC01 SVC1 104 C ASTRO TECHNICAL SUPPORT $74.20 $890.40 SVC01SVC1405C NETWORK PREVENTATIVE $95.87 $1,150.44 MAINTENANCE -LEGACY SVC01SVC1413C ONSITE INFRASTRUCTURE $917.61 $11,011.32 RESPONSE -PREMIER - Sub Total $8,230.29 $98,763.42 TaXe$ Calculated on Invoice Calculated on Invoice SPECIAL INSTRUCTIONS - ATTACH smwmENTOF VORKFOR PERFORMANCE Grand Total $8,230.29 $98,763.42 DESCRIPTIONS THIS SERVICE AMOUNT IS SUBJECTTO STATEAND UOCALTAXING JURISDICTIONS V%HERE APPUCABLE TO SE VERIFIED BY MOTOROLA SOWTIONS 1 received Statism ts of Vwx descarilbethe ervices provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which is 0 11 nt, is corporalled herein by they reference. % .p CUSTOMER (PRINT NAME) TIVE (SIG PHILLIP JACKSON (870) 329-9509 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Company Name : Fayetteville, City Of Contract Number USC000006611 Contract Modifier R16-NOV-17 09:54:30 Contract Start Date 01 -JAN -2018 Contract End Date 31 -DEC -2018 DA' Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer') hereby agree as follows Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these 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 Customer 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 Customers 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 manufacturers product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty I&that additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customers 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. Customer 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. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customers notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear, or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6. TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location as related to infrastructure repair activities, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed,•monthly, ::and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer 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. Section 9. WARRANTY Motorola warrants that its Services underthis Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re -perform the non -conforming Service or to refund, on a pro -rata basis, the fees paid for the non -conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided underthis 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 ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than 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. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, 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. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola, will have no obligation to provide Customerwith access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services perfonned under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, orlocal government agency and forcomplying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15. COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer 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 fumished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable forany loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. 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 Customer. 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 THATANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 17.9 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 Oct 15, 2015