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156-98 RESOLUTION
RESOLUTION NO 156-98 A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A SERVICE AGREEMENT WITH MOTOROLA UNDER. RFP NO. 98-9 FOR THE MAINTENANCE OF THE MOTOROLA 800 SMARTNET SYSTEM. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section L That the City Council hereby authonzes the Mayor and City Clerk to execute a service agreement in the amount of $70,187 for the maintenance of the Motorola 800 Smartnet System. A copy of the service agreement is attached hereto marked Exhibit "A" and made a part hereof. PASSED AND APPROVED this day of December , 1998. AYFffA .�R 1: i va w E / y A,.; 1 'r rn' By: > r L� eH ather Woodruff, City Clerk ---*--"41111" re - j •' MOTOROLA October 27, 1998 Ms. Peggy Vice Purchasing Officer City of Fayetteville 113 W. Mountain Fayetteville, AR 72701 Re: Proposal for Maintenance Contract Motorola 800 Smartnet System RFP No. 98-9 Dear Ms. Vice: Motorola Inc., by and through its Commercial, Government and Industrial Solutions Sector ("Motorola"), is pleased to present to you the enclosed Proposal in response to your RFP No.98-9. This Proposal consists of this cover letter, the Motorola Service Agreement Terms and Conditions, and any additional forms or attachments enclosed with this letter. Our Proposal is subject to the Motorola Service Agreement Terms and Conditions. You may accept this Proposal by signing where indicated on the Motorola Service Agreement Terms and Conditions or by signing the enclosed Order Form. Alternatively, Motorola would be more than willing to negotiate mutually agreeable terms and conditions if awarded the contract. Motorola appreciates your consideration of this Proposal and hopes you will find it acceptable. We look forward to receiving your response. Please feel free to contact Harold Johnson, your Motorola Account Manager at (504) 712-9876. Sincerely yours, MOTOROLA, INC. 1 /A • PAT SOLLEDER Area Market Manager Communications Enterprise CGISS, USCG, Western Division cc: Account Manager Contracts and Compliance Manager 10/08/98 15:48 e1 501 575 8257 City of Fare 11001/001 1 CITY OF FAYETTEVILLE RFP* 98-9 MOTOROLA 800 SMARTEST ETREEMMAINTENANOR CONTRACT ADA 01, OCTOBER 8, 1998 Change due date from OCTOBER 21, 1998 to ran= 30. 1998. A 18%08/1998 10:40 918-258-3178 KUMROW STEVE PAGE 01 Request For Proposal City of Fayetteville, Arkansas RFP; 98-9 Maintenance Contract Motorola 800 Smartnet System The City of Fayetteville, Arkansas is currently soliciting written proposals for the purpose of contracting for services with a qualified company to maintain the City's Motorola 800 Smartnet Electronic System. The electronic maintenance contract will be for a one (1) year period subject to renewal for four consecutive years. Contract shall terminate without further obligation on the part of the City at the close of fiscal year 1999 and at the close of each succeeding fiscal year. However, with the approval of funding by the City Council this contract will automatically renew at the beginning of fiscal years 2000, 2001, 2002 and 2003, until the end of contract period December 31, 2003. Above clauses in no way effect right to terminate contract with a thirty day written notice to terminate by either party. The purpose of the maintenance contract is to secure a qualified company to perform electronic maintenance services on the City's Motorola 800 Smartnet System. It is the intent of the City to contract with a company that can perform the required maintenance services in a highly capable and expedient manner. Any company submitting a proposal shall be knowledgeable of current methods, procedures, and standards for the maintenance, servicing, testing and technical applications necessary to maintain the 800 Smartnet System. 10/88/1990 10:40 918-258-3178 KIJV W STEVE PAGE 02 PROCUREMENT PROCESS One (1) signed original and nine (9) signed copies of the following proposal are to be delivered to the following address in a sealed envelope with the outside clearly marked with the name of the company, address of the company, and the words "Proposal for Maintenance Contract Motorola 800 Smartnet System -RFP NO. 98-9": Peggy Vice Purchasing Officer City of Fayetteville 113 W. Mountain Fayetteville, AR 72701 Proposals will be received at this address until 5:00 P.M. on October 21, 1998. Upon opening the proposals, the Radio Maintenance Selection Committee will convene to evaluate the proposals on the basis of the criteria described in these specifications. At any point in the selection process, the proposer may be requested to submit information supplemental to the proposal. Once a recommendation is reached by the selection committee, the selection will be presented to the Mayor and City Council for approval. • 10/88/1998 10:40 918-258-3178 4 xueaI STEVE PAGE 83 In evaluating the qualifications of each firm, the review committee will review the following: 15 Points (a) Qualifications in relation to specilio project to be performed: Information reflecting qualifications of the firm. Indicated specialized experience and technical competence of the firm in connection with the type and complexity of the service required. Subcontractors, if used, must be listed information on their organization. Points (b) !experience, Competence, and Capacity for Performances Information reflecting the names, titles, and qualifications (including experience and technical competence) of the major personnel assigned to this specific project. Provide detailed breakdown of subcontractor's staff to be used and how they are to be used to supplement your staff. Points (c) Proposed Method of Doing Jerk: A proposed work plan or description of how the project would be conducted as well as other facts (concerning approach to scope you wish to present) indicating methods and schedules for accomplishing each phase of work. Include with this the amount of work presently underway. 10/98/1998 10:46 918-258-3178 KU t4 STEVE PAGE 04 15 Points (d) Past Performance Previous evaluations shall be considered a significant factor. If previous evaluations with this city are not available, the professional firm's pant performance records with City and others will be used, including quality of work, timely performance, diligence, ability to meet past budgets, and any other pertinent information. Firm will provide a list of similar jobs performed and person whom we can contact for information. 40 Points (e) prise 10/08/1998 18:40 918-258-3178 KthRO*J STEVE PAGE 85 SPSCIAL TIMMS AND CONDXTIORB Any company submitting a proposal must provide proof of the following qualifications in relationship to the Motorola 800 Smartnet System in writing. Any company not meeting or failing to submit proper proof will automatically be disqualified for consideration of the contract award. Please submit proof of qualifications in the following format: 1. All bidders, shall provide proof of training by the manufacturer with appropriate certificates for the following equipment: Smartnet Trunking System (includes Central Site Controller and Repeaters), Trunking Syntor- x, Spectra and MC92000 Mobiles, Syntor and Spectra Control stations, STX, and 14182000 Portables, and CentraComm II. 2. Provide a list of tent equipment that is on hand at bidder's facility with descriptions as to model and serial number, and function of equipment. The contractor shall have the following minimum equipment: a. Motorola service monitor with trunking capabilities, model 2001D or 2021D. b. RF milli -volt meter, model 91339A (for low level RF measurement). c. Personal Computer capable of handling Motorola Software d . Programming software for Syntor 90008 in either format depending on PC on hand. Part numbers are; RVN4009A-5 1/4" and RVN4010A for 3 W. e . Interface cable, part number - 3090369E71, f. Radio interface box, part number - 0180353A74. g . Radio interface box power supply, part number - 0180357A57. h . Radio interface box cable, part number - 0180353A75. 1. AC voltmeter. j. AC meter. k. Oscilloscope. 1. wattmeter. 3. The contractor will provide a Motorola portable (STX, or MT92000 Model II) to be used as a spare when a unit ie out of service. 10/08/1998 10:40 918-258-3178 Ku'ROW STEVE PAGE 86 4. The bidder shall supply a lint of parte inventory on hand for the equipment to be serviced. Contractor shall provide copies of FCC/NABOB licenses for a minimum of two technicians. 6. The bidder shall provide proof of insurance Stating the amount of coverage and have minimum amount of Comprehensive and General Liability of $300,000.00 and $1,000,000.00 umbrella. When needing service, it will be the Contractor's responsibility to deliver and pick-up mobile and portable radios at the designated location(s). 8. The contractor shall service all Fixed Equipment including CentraCom II, Centracom Ii slave units, Central Site Controller, Repeaters, Fire Department apparatus, and Control Stations "On -Site" at the City's location. 9. Failure of the contractor to meet time deadlines specified in the contract to be executed shall subject the contractor to a penalty of le per day of the monthly maintenance rate and shall give the City the right to' terminate the contract. 10. RESPONSE TIMES: The contractor shall provide the following response times: Non-Umargencys Public Safety Fixed Equipment including the Central Site Controller, Repeaters, CentraCom iI and CentraCom II slave unit two hour response time, 24 hours a day, seven days a week. All other fixed equipment will be serviced on an 8 to 5 Monday through Friday basis with a four hour response time. Mobile turn -around time will be 5 days Portable turn -around time shall be 5 days muergencyu(Aa determined by the City of Fayetteville) response immediate upon notification. 10/98/1998 10:40 918-258-3178 • KtkROW STEVE PAGE 07 11. Preventive Maintenance Inspections: Quarterly preventative maintenance inspections will be provided for all fixed equipment. CentreComm II Equipment, Central Site controller, Repeaters and control stations. A report will be submitted to the City of Fayetteville showing this inspection was done. Included in the report should be the following. Date of Inspection, location of the equipment, description of the equipment, serial number of the equipment and condition. 12. The contractor shall do whatever it takes to repair the radio, regardless of the coat to the contractor. If a new part is no longer available front Motorola for Syntor Mobiles, Syntor control stations and STK portables then used parte can be substituted. 13. The bidder reserves the right to delete items from the price list. 18/08/1998 10:40 918-258-3178 M142014 STEVE PAGE 08 Companies (perspective contractors) submitting proposals shall be required to furnish a standard fee schedule for services which shall be considered in the evaluation process administered by the City Purchasing Officer and Communications Division Supervisor. Please submit your company's fee schedule in the following formats Ouantity ileMetieLieD 1 1 2 Smartnot Central Site Controller/Ropeaters(S) ContraCom Series iZ (includes any repairs for card in the unit) Monthly Service Amount: for Unit Prices num EXTaSn $ go 1•00 $ 901.00 $ 412.00 jitt2.00 CentraCom Slave Unit $ (Includes any repairs for cards in the units) 26 Syntor Control Stations 2 Spectra Control Stations 134 Mobiles - Syntor 29 Mobiles - Spectra 10 Mobiles - MCS2000 100 Portables - STS 7$ Portables - MTS2000 3 D31QMA2000CR RCV. 1 D33GYA100011R RCV. 1 D240MA1000CR RCV. 1 D240MA1000CK RCV. 2 TION7051 RF LINK Y9.g5 $ 9 a.`10 �9 35 9.00 8.50 8 50 50 550 97Y 50 $ 3C•50 $ 4A06 •oo $ 241(0x70 $ CO $ 60.5.0o $ 663.00 $ X6.50 $ 5.50 $ 550 $ 5.50 a©.00 10/08/1998 10:48 918-258-3178 • ;gy,RWW AVE PAGE 09 1 NLN8858 Multi Charger $ 6.00 $ 4.00 2 TDN7063 Modems $ 5.60 $ /1. 00 5 HLN1024 Paging Decoder $ 5.60 $ 27,5 0 1 Data Logger $ / q5. 00 $ /96•00 Per Unit Total: (Pricing Schedule Continued) $ Aab3.y0 Total Extension: $ S la O Deacrivtion * Network Management $ /4?. 9.Sgt/W $ /'f `:9Sirtavrft (Programming Radios includes any progranming change$ needed) C.6<ctuDE5 ibiAr- SYSTE/31 NG) * Tourer work price per foot * Hourly rete over and above main contract pricing: In Shop On site $ dY QODTE $ B'( VOTE 60? -1 HR $ 4DY NR. $ 601•14-R $ 66.1=1 na. 18/08/1998 18:40 918-258-3178 waw STEVE ADMINISTRATIVE POLICIES @ PROCEDURES MANUAL awash POR -13 OLwuQN, 1 LYCLN>1LDES APO*OVLo Lt: January 30,1990 Egg -13.01 Mama PAGE 10 maim PDRCNASING: Professional Services Selection Policy: OTRER SERVICES murectuYS OwtZ; mom June 27, 1990 I1 of 4 • 1 The purpose of this direc ve is to establish a formal Competitive Selection of Professional Services Policy for all professional services other than those for legal, architectural, engineering, and land surveying and the responsibilities for its execution. Malan =WIZ= A. The City and all its boards, commissions and authorities shall competitively select based an qualifications and performance evaluation criteria all professional services done for or on behalf of the City. B. It is the policy of the City to publicly announce requirements for the competitive selection for professional services as referenced above4 and to negotiate contracts for such services on the basis of demonstrated competence and qualifications for the type of professional services required provided that the services are rendered at fair and reasonable prices. pUR-13.03 RIUMNAIDUSIX C. All municipal boards, commissions, and authorities established pursuant to state statute or other legislative authority other than that provided for in A.C.A. tit. 14, ch. 47,A.C.A. sec. 14-47-101 et seq, shall be responsible for the implementation of such policies and procedures as are hereinafter delegated to the City Manager and the Board of directors. p3.o4 RBOCIOURES A. The competitive selection for such services shall be conducted by a review committee which shall include one board member appointed by the Mayor to serve and represent the board, the City Manager (or repre- sentative), the Chief financial Officer (or repre- sentative), the involved Department Heads, appropriate City personnel and may include professional, and/or individuals with expertise in the community. The 10/08/1998 18:40 918-258-3178 • KLMRtM s1EVE PAGE 11 review committee for each proposed contract shall establish the qualifications and evaluation criteria necessary for the specific services to be provided. This Cosaittee shall be established Wier issuance of any RFP or RFQ so that it may review the proposed RPP or RIO. 8. The RFP or RPQ shall outline the structure of the selection committee and shall state the point ranges which will be used to select the firs. It shall also state an expected cost range for the services. c. The City Manager will cause to be advertised in a newspaper of general circulation a notice that the City has a need to contract for a particular professional service and shall invite all interested parties to submit, to the extent permitted by the ethical standards of that profession, a statement of their qualifications and other relevant information based on the evaluation criteria specifically developed for the proposed services to be provided. PQR-3s.os A. In evaluating the qualifications of each fire, the review committee shall include the following: (1) • 01 Re Performed: Information reflecting qualifications of the firm. Indicated specialised experience and technical competence of the firm in connection with the type and complexity of the service required. Subcontractors, if used, must be listed with information on their organization. (2) ggperience. Competence, and Capacity for Perforaaia: Information reflecting the names, titles, and qualifications (including experience and technical competence) of the major personnel assigned to this specific project. Provide detailed breakdown of subcontractor's staff to be used end how they are to be used to supplement your staff. (3) proposed Method of oojpa Work: A proposed work plan (description of how the project would be conducted as well as other facts concerning approach to scope you wish to present) indiosting methods and schedules for accomplishing each phase of the work. Include with this the amount of work presently underway. (4) pplarjamangat Previous evaluations (as set forth in PUR-13.08) shall be considered a 18/08/1998 18:40 918-258-3178 KUh%1W STEVE PACE 12 significant factor. if previous evaluations with this City are not available, the professional firm's past performance records with City and others will be used, including quality of work, timely perfor- mance, diligence, ability to meet past budgets, and any other pertinent information. Firm will provide a list of similar jobs performed and person whom we can contact for information, (S) p1.iCs B. RimpasaSatjain In evaluating the qualifications of each firm, the review committee shall consider the following (assigning point ranges for each element from 10% to 35%, so that the total for the five elements combined equals 10011)1 (1) Qualifications in relation to specific project to be performed: (2) Experience, competence, and capacity of performance; (3) Proposed method of doing work; (4) Past performance: and (5) Price. C. The review committee shall evaluate all submittals and may conduct interviews with up to five (5) firms. regarding anticipated concepts and the relative utility of alternative methods of approach for furnishing the required services and then shall select therefrom, in order of preference, based on criteria established and published by the review committee, no less than three (3) of the firms deemed to be the most highly qualified to provide the services required. The method of selection shall be for each committee member to rate the firms based on the points established in the RPP or RFQ so that each member selects 3 firms, rated 1,2,and 3. The firm receiving the highest number of let place votes shall be selected (if a tie occurs, the firm receiving the highest number of ist and 2nd place votes shall be selected. If a tie still exists, the Committee shall hold further discussions and a re -vote shall occur.) D. The review committee or its designee shall then negotiate a contract with the highest qualified firm for the services to be rendered, at compensationWhich the review committee, or its designee, determines to be fair and reasonable to the City, subject to the approval of the Board of Directors. E. Should the review committee, or its designee, be unable to negotiate a satisfactory contrast with the firm considered to be the most qualified, at a price deter- mined to be fair and reasonable to the City, negotiations • • with that firm shall be formally terminated. The review committee, or its designee, shall then undertake negotiations with the second cost qualified firm. Should the review committee, or its designee, be unable to negotiate a satisfactory contract with any of the selected firms, then the review committee :hall reevaluate the services including the scope dnd reasonable fee requirements. g2:12_as COEMACTS A. The selection committee will recommend, after negotiations and review by the City Attorney, Internal Auditor, Accounting Supervisor, and Purchasing Manager, the most advantageous contract to the Board for awarding. ptit-S1_ov CalnIACTILIIMILA1041112 A. The requirements for a review committee may be waived and the review of qualifications as hereinabove stated shall be delegated to the responsible department head for recommendation to the City Manager, who shall review and approve or disapprove all professional services contracts in an aaount of ten thousand dollars (510,000) or less. A. Upon completion or termination of a contract, the division head responsible for the project will submit a summary evaluation of the professional firm's handling of the project to include the following data: (a) name of professional firms (b) date of contract and date of completion; (c) cost as stated in initial contract, amount paid, and reason for any difference; (d) special strengths exhibited by professional firm: (e) problems or weaknesses in professional fire's handling of the project; (f) adherence to time schedule by the professional firm; and (g) names of key personnel working on the project and comments on their performance. B. The summary evaluation will be submitted to the Purchasing Manager through the department director and will be filed in the Purchasing Manager's records. A copy will be sent to the professional firm. Written comments received from the professional firs regarding the evaluation will be filed in the Purchasing Manager's records. • MOTOROLA CITY OF FAYETTEVILLE RFP 98-9 RESPONSE Motorola proposes a three year service agreement beginning January 1, 1999 and ending December 31, 2001. All pricing terms and conditions shall remain the same during the three year period. Included with this RFP is budgetary pricing for years 2002, and 2003 assuming similar equipment is in service at that time. Due to the age of certain system components and the uncertainty of replacement parts support in the future for several subscriber models, Motorola feels it necessary to limit our contractual obligation to a three year Service Agreement at this time. Renewal options will be extended to the City of Fayetteville for the remaining years 2002, and 2003 based on a review of equipment depot support, and subscriber parts availability at renewal time. Included are certificates of training form our local service facility Smith's Two -Way Radio however, Motorola supports its service facilities on an ongoing basis with technical support, and advise as needed as part of every Motorola Service Agreement. A listing of test equipment and parts inventory is included for your review as requested as part of our response. A spare Motorola portable shall be supplied as part of this agreement to be used when radios are in for repair. Copies of FCC/NABOR licenses are included for Your review. A copy of Motorola's insurance coverage is included for your review. Pick up and delivery of failed equipment shall be included as part of this agreement. Motorola agrees and shall comply with all response times and repair times as outlined by the City of Fayetteville based on parts availability however, Motorola declines the acceptance of any penalty clauses for failure to meet these Kapunse times. 10,/0/98 TUE m;a FAX 15014430380 • _± _4ay _w,_ Boo, • 4 • • / • \ • • • • • y1 • II a • ., ticri • • • • • • • • • i• 600IT • • > y O m C m y O n O 2 b DP n n m mpz v1< �O Z T t7 S x 0 c 11/H1 53111//93 S1H1 mair- _I1 F. sem. . r Oct i re f c' c act- V ouI 'oTpu» weM-0n. nun 09COC66T09T %YA Ot:90 8[1L 96/OZ/OT o 10/20/98 TUE 08:17 FAX 15014430350 Smith TwoSWay Radio, Inc !I 11 11)1 Smith Two -Way Radio 520 N. College Fayetteville AR 72774 Special Terms and Conditions #1 We have In our shop offices the necessary certificates for the Smart Net Trunkieg Systems. #2 list of Test Equipment A. Motorola Service Monitor Model 82021 d Sa 41 SKPC0054 B. R.F. Volt Meter Helper Insntmtent RF-801 Sn3678 C. Computer 386,486 &586 D. RVN- 4009c Programming Kit E. 30-80369671 Interface cable F. RLN-4008b Interface cable O. I -80357a57 Power Supply Box R 1-803S3a75 Rib Cable L AC Volt Motor Motorola $I0SIB Sn E-35165 5. AC Meter Simpson 260 R. Oscilloscope- Leader Etachnnics Corp. Sn 2030674 L. Watt Meter Bird 43 Thndine & associated slags irs L• ca 1Ll 10/20/98 TUE 08:17 FAX 15014430350 Saith Two -Nay Radio, Inc @003 SMITH TWO-WAY RADIO COMMUNICATION SERVICE 520 N. College - Fayetteville. Arkansas 72701 Phone 448•+2222 T .11 •0 A • { 1- •:.: .. II 0 . )) i r I :.: . r Y •. r i r All the above is specific, parts, plus we have a 15 to 20 thousand dollar parts inventory of all different parts needed for Radio repairs, such as chip capacitors- resistors- I.C.s, controls, switches, batteries, antennas, transistors o€ all needs. 10/20/98 TUB 08:18 FAX 15014430350 Salth TWo-Way Radio, Inc 111 CANDIDATE: MARK SINCLAIR CANDIDATE ID: 258534624 REGISTRATION NUMBER: C6ADTT3837 DATE: September 15, 1998 SITE NUMBER: AR9 EXAM: Two -Way Radio Technician Certification SERIES: 001 PASSING SCORE: 75% YOUR SCORE: 75% GRADE Pass The report below shows your performance in each section. Section Analysis 1. Two-way Radio Technology & Systems Technology..................64.............54.....1.....64% 2. Fault Analysis/Methodology & Instrumentation .......................... 41.............27...........65% 3. FCC Rules and Regulations.......................................................16.............12....._.....75% 4. Soldering/Hand Tool Use & Installatlor..................................... 29.............20...........685'0 Number of Number Percent Questions Correct Correct You will receive your certification within 18 days. It will be mailed to you by MASER For information on the Association of Communications Technicians (ACT), a professional organization specifically for technicians, call MASER at (800)759-0300 and ask for the Technician Certification Department. 4 S 0 .0 ,p. a ;-.. a o • J . I co C T N '. l. •a y. • 7 •• •s .. 30 m ': o L C) F (rf O L•..':1' • 1 • • • - . - --I iO/2O/9j,jjt418 FAX 1S014fM3 iao-War Radio. Inc_,, ,-.. ,_, ,, _„ ,9Q_4 .,.CI ,,,a;,!Lm}th ...MV.YY CL_S4Ow.i�• i-a 21shard P Nckirwwy. CIC f° AAuMm Ins group -7369 caIos01 s"I' A I EVMW Scaaaxo Smith Twoomyy. Inc caww" Nike SElith 520 N College AY Fayetteville AR 72701 . --.-...�uI.N..... -. ih.�I\\ V M.y. Yq..vF�n.. a..- ... ... n..-. .......r..-........-. n. pp nq \.V..PM.Yi.-ten...-..�v..n........�.^..y ate. 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G .? ^.:Z y2 .u. 0 5 E E V c K- U ' y '•� 4 _ y a ..i EL a 3 a T y 3 ❑ 7• A=' v° cyc L _ _ ¢ G G Z p l 4 J Y O L w_ a C C a l"1 :_.: N. �lf E .5 C) Y j La Q p y o - "' eo F u Q z^ c3 n /: V C+' J rL r "� W :J v ,-- _ 0 y w 3 El U 4 n 7 533 c- J 7 X, .q ? 3 J - E°C�.^ �6 m J_ 4 w J L L ._ _? �F —/ r rJ ' 'J f Si r q N e� Ml _ J d= L L r O .. T a y v❑ J a b .Y J u 5ZE Z= Z -q 22E E¢=L cv Ap=Sa Ec .3'$ O_ VO_cA.y F O¢ _= gg g u33• 5 mgtui Ei 9oi.Pb"� E? ? c� 2 u— ° a5w ? =w'� c m , 7 .r C �A ; N C H u C L C a C t7 N TfA = LA .. A 3 `�� to EXHIBIT A. Motorola Service Agreement Terms and Conditions THIS SERVICE AGREEMENT is entered into by and between Motorola, Inc. ("Motorola") and the City of Fayetteville, Arkansas ("Customer"). SECTION 1 DEFINITIONS. "Service Agreement" means this Service Agreement and its Attachments; "Equipment" means, collectively and in part, the communication equipment that is specified in the Attachments or that is subsequently added to this Service Agreement. SECTION 2 ACCEPTANCE The terms and conditions set forth in this Service Agreement and in Attachments will become the Service Agreement only when acknowledged and accepted in writing by Motorola's Schaumburg, Illinois Service Department. SECTION 3 SERVICE DEFINED A. Motorola agrees to provide services for the Equipment as specified in the Attachments and in accordance with the following standards: (i) Motorola parts or parts of equal quality that are new or are warranted as "like new" will be used; (ii) the Equipment will be Serviced at levels set forth in Motorola's product manuals; and (iii) routine service procedures that are prescribed from time to time by Motorola for its products will be followed. B. All communication equipment purchased by Customer from Motorola ("Additional Equipment") that is part of the same communications system or of similar type as the Equipment covered under this Service Agreement will be automatically added to this Service Agreement and will be billed at the applicable rates after the warranty period has expired. Motorola may also provide additional services ("Above -Contract Services") at Customer's request that will be billed at Motorola's then applicable service rates. C. All Equipment must be in working order on the Start Date of the Service Agreement or at the time the Equipment is added to the Service Agreement. Customer must provide a complete serial number and model number list either prior to the Start Date or prior to the time that the Equipment is added to the Service Agreement and must indicate in the Attachments any Equipment that is labeled intrinsically safe for use in hazardous environments. D. Customer must immediately notify Motorola in writing when any Equipment is lost, damaged, or stolen. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives such written notice. E. If Equipment cannot, in Motorola's opinion, be properly or economically serviced for any reason including excessive wear, unavailability of parts, the state of technology, or the practical feasibility of the scope of Services as specified in the Attachments or Motorola Statement of Work, Motorola may: (1) modify the scope of Services related to such Equipment; (2) remove such Equipment from Service Agreement; or (3) increase the price to Service such Equipment. F. Customer must notify Motorola or Motorola's Subcontractor immediately of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of service purchased as indicated in the Attachments. SECTION 4 EXCLUDED SERVICES A. Service does not include the repair or replacement of Equipment that has become defective or damaged due to physical or chemical misuse or abuse from causes such as lightning, power surges, or liquids. B. Unless specifically included in the Attachments, Service does not include repair or maintenance of any transmission line, antenna, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligation or responsibility for any transmission medium, such as telephone lines, computer networks, or the worldwide web, or for Equipment malfunction caused by such transmission medium. C. Unless specifically included in the Attachments, Service of Equipment does not include items that are consumed in the course of normal operation of the Equipment, such as, but not limited to, batteries, magnetic tapes, and computer supplies. D. Service does not include reprogramming of Equipment; accessories, belt clips, or battery chargers; custom or Special Products; modified units; or software. E. Service does not include certification programs, software support, reprogramming, or modifications to Equipment related to assuring the correct processing, providing, or receiving of date data from, into, or between the year 1999 and the year 2000. SECTION 5 RIGHT TO SUBCONTRACT/ASSIGNMENT Motorola may assign its rights and obligations under this Service Agreement and may subcontract any portion of Page I of 3 Motorola Service Agreement Terms and Conditions Motorola's performance called for by this Service Agreement upon sixty (60) days written notice to the Customer. SECTION 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in the Attachments. When Motorola performs service at the Equipment's location, Customer agrees to provide Motorola, at no charge, a non -hazardous environment for work with shelter, heat, light, and power and with full and free access to the Equipment. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing that enable Motorola to perform its obligations under this Service Agreement. Unless otherwise specified in the Attachments, the hours of Service will be hours of 8:30 a.m. to 4:30 p.m., excluding weekends and holidays. SECTION 7 PAYMENT Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice within thirty (30) days of the invoice date to the Motorola office designated by Motorola. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments (except income, profit, and franchise taxes of Motorola) now or hereafter imposed on this Service Agreement by any governmental entity. Motorola does not by this Agreement make any price guarantees except as stated in the Order Form. SECTION 8 WARRANTY Motorola warrants that its Services under this Service Agreement will be free of defects in materials and workmanship for a period of ninety (90) days beyond the expiration or termination of this Agreement. Customer's sole remedies are to require Motorola to re -perform the affected Service or to refund, on a pro -rata basis, the Service fee paid for the affected Service. MOTOROLA DISCLAIMS ALL OTHER EXPRESS OR IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SECTION 9 CERTIFICATION DISCLAIMER Unless signed by a Motorola authorized signatory, Motorola specifically disclaims all certifications regarding the manner in which Motorola conducts its business or performs its obligations under this Service Agreement. SECTION 10 DEFAULT/TERMINATION A. Customer agrees to provide Motorola written notice of any default of this Service Agreement to state the nature of the default. Noncompliance with regulatory laws or disadvantaged business entity requirements may not be cause for default. If Motorola does not cure the default within sixty (60) days, Customer may terminate that portion of the Service Agreement that is in default by giving Motorola thirty (30) days prior written notice. B. Any dispute will be resolved by mutual agreement. C. Neither party is liable for delays or lack of performance resulting from any causes such as strikes, material shortages, or acts of God that are beyond that party's reasonable control. SECTION 11 LIMITATION OF LIABILITY Notwithstanding any other provision, Motorola's total liability for losses, whether for breach of contract, negligence, indemnity, warranty, or strict liability in tort, islimited to the price of twelve months of Services sold. IN NO EVENT WILL MOTOROLA BE LIABLE FOR LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LIQUIDATED DAMAGES, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS, OR OTHER INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. SECTION 12 EXCLUSIVE TERMS AND CONDITIONS A. Customer acknowledges that the Service Agreement supersedes all prior and concurrent agreements and understandings, whether written or oral, related to the services performed. The Service Agreement or Attachments may not be altered, amended, or modified except by a written agreement signed by both parties. B. Customer agrees to reference this Service Agreement on all purchase orders issued pursuant to this Service Agreement. Neither party will be bound by any terms contained in Customer's purchase order or elsewhere (even if it is attached to the Service Agreement). In the event of a conflict between the main body of this Service Agreement and any Addenda or Attachments, the main body of this Service Agreement will take precedence, unless the Addendum or Attachment specifically states otherwise. Page 2of3 Motorola Service Agreement Terms and Conditions I t - SECTION 13 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission ("FCC ") or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. SECTION 14 OWNERSHIP OF INTELLECTUAL PROPERTY A. This Service 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 products sold or Services performed under this Service Agreement. B. Motorola reserves the right to limit access to its confidential and proprietary information including cost and pricing data. SECTION 15 GENERAL TERMS A. If any court renders any portion of this Service Agreement unenforceable, the remaining terms will continue in full force and effect. B. THIS SERVICE AGREEMENT AND THE RIGHTS AND DUTIES OF THE PARTIES WILL BE GOVERNED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. C. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. D. Except for money due upon an open account, no action may be brought for any breach of this Service Agreement more than one (1) year after the accrual of such cause of action. E. The Service Agreement will begin on the Start Date specified in the Attachments. This Service Agreement will renew, for an additional one year term, on every anniversary of the Start Date unless either party notifies the other of its intention to discontinue the Agreement within thirty days of that anniversary date. F. If Motorola provides Service after the termination or expiration of this Agreement, the terms and conditions and any prices in effect at the time of the termination or expiration will apply to that Service. SECTION 16 INSURANCE Motorola maintains General Liability and Automobile Liability insurance coverage in the following amounts: general aggregate, $5,000,000; products and completed operations aggregate, $5,000,000; workerscompensation and employers' liability, $1,000,000 per accident; and automobile liability, $1,000,000 per accident. Upon written request, Motorola will provide to Customer a certificate of insurance. Revision Date 3/98 SELLER: Name: PAT SOLLEDER Title: AREA MARKET MANAGER Date: OCTOBER 27 1998 REVIEWED AND APPROVED AS TO FORM oa�To MONYEE , DRURY ATE MOTOROL CONTRACTS AND COMPLIANCE DEPT. CITY OF FAYETTEVILLE, ARKANSAS By: Name:p ✓t4Y Title: Date: Page 3 of 3 Motorola Service Agreement Terms and Conditions J. vt j .. 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