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HomeMy WebLinkAboutORDINANCE 6129113 West Mountain Street Fayetteville, AR 72701 (479)575-8323 Ordinance: 6129 File Number: 2018-0669 MOTOROLA SOLUTIONS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $102,597.12 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 $102,597.12 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. Page 1 Printed on 12120118 Ordinance 6129 File Number: 2018-0669 PASSED and APPROVED on 12/18/2018 Attest: Sondra E. Smith, City Clerk Treasurer Page 2 Printed on 12120118 City of Fayetteville, Arkansas 113 West Mountain Street • Fayetteville, AR 72701 E Text File (479) 575-8323 -:i - File Number: 2018-0669 Agenda Date: 12/18/2018 Version: 1 Status: Passed In Control: City Council Meeting File Type: Ordinance Agenda Number: D. 7 MOTOROLA SOLUTIONS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $102,597.12 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 $102,597.12 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. City of Fayetteville, Arkansas Page 1 Printed on 1211912018 Chief Greg Tabor Submitted By City of Fayetteville Staff Review Form 2018-0669 Legistar File ID 12/18/2018 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 11/27/2018 CENTRAL DISPATCH (260) Submitted Date Division / Department Action Recommendation: Approval of an ordinance waiving the requirements of formal competitive bidding and award a five year contract with Motorola Inc. for radio maintenance in the amount of $102,597.12 plus tax. Motorola Inc. agrees the contract price will remain fixed for the initial term and for four one year subsequent renewals. Original Contract Number: Comments: Budget Impact: Various Radio Maintenance Accounts Various Funds Account Number Fund Project Number Project Title Budgeted Item? Yes Current Budget $ 112,600.34 Funds Obligated $ Current Balance $ 112,600.34, Does item have a cost? Yes Item Cost Budget Adjustment Attached? No Budget Adjustment Remaining Budget $ .................. �._.. 112,600.34 V20180321 Purchase Order Number: Previous Ordinance or Resolution # Change Order Number: Approval Date: Original Contract Number: Comments: CITY OF FAYETTEVILLE J % ARKANSAS MEETING OF DECEMBER 18, 2018 CITY COUNCIL MEMO TO: Mayor and City Council THRU: Greg Tabor, Chief of Polic� FROM: Natisha Claypool, Assistant Dispatch ManagerJJ�r�l� DATE: November 28, 2018 SUBJECT: Approve Radio Maintenance Contract from Motorola Inc. RECOMMENDATION: Staff recommends approval of an ordinance waiving the requirements of formal competitive bidding and approve a one-year contract with Motorola Inc. in the amount of $102,597.12 plus applicable taxes with automatic renewal for four additional years for maintenance of the City's Motorola simulcast radio system. Additional equipment can be added to the contract at the same rates after the warranty period expires. BACKGROUND: The City of Fayetteville upgraded to the Arkansas Wireless Information Network (AWIN) system in 2012. The radio maintenance in this contract includes all dispatch radio equipment, portable, mobile and control stations that are no longer covered under warranty. DISCUSSION: Motorola Inc. offers factory authorized training, field technical representation services (engineers) and other technical support to provide maintenance on the Motorola Simulcast system, They have a field technician assigned to this area who provides on-site service to the City. 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 is necessary for them to provide the maintenance for this system. Motorola as part of the contract also provides network monitoring. BUDGET/STAFF IMPACT: Funding was approved in the 2019 proposed budget. A check request will be prepared for this item in January of 2019. Attachments: Staff Review Form Motorola Contract Mailing Address: 113 W. Mountain Street Fayetteville, AR 72701 www.fayetteville-ar.gov 0 MOTOROLA SOLUTIONS 1299 E Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 12-NOV-2018 Company Name: Fayetteville, City Of Attn.: Billing Address: 113 W Mountain St City, State, Zip Code: Fayetteville, AR 72701 Customer Contact: Kathy Stocker Phone: SERVICE AGREEMENT Contract Number: USC000006611 P.O.#: N/A Customer #: 1011442374 Bill to Tag#: 0001 Contract Start Date: 01 -JAN -2019 Contract End Date: 31 -DEC -2019 Payment Cycle: ANNUALLY Currency: USD ._. QTY .._..—..—...-.-.-.—........................ -....................... ......-. MODEL/OPTION - ......... -- SERVICES DESCRIPTION NTH MOEXT LY EXTENDED AMT Recurring Services LSVOOS00156A LOCAL DEVICE COMBO SVC $6,348.28 $76,179.36 225 APX 6000 119 APX 6500 6 APX 7500 43 XTS 2500 11 XTS 5000 80 XTS 1500 —PORT 15 XTL 5000 — MOBILE 27 XTL 2500 144 XTL 1500 SVC01SVC0033A NETWORK SECURITY MONITORING $251.33 $3,015.96 SVC01SVC1101C ASTRID INFRASTRUCTURE REPAIR W/ADV $626.36 $7,516.32 REPL SVCOISVC1102C ASTRID DISPATCH SERVICE $29.04 $348.48 SVC01SVC1103C ASTRID NETWORK MONITORING $207.07 $2,484.84 SVC01SVC1104C ASTRID TECHNICAL SUPPORT $74.20 $890.40 SVC01SVC1405C NETWORK PREVENTATIVE $95.87 $1,150.44 MAINTE NANCE - LEGACY SVC01SVC1413C ONSITE INFRASTRUCTURE $917.61 $11,011.32 RESPONSE -PREMIER Sub Total $8,549.76 $102,597.12 Motorola Solutions, Inc, agrees the contract price will remain fixed for the 2019 year Taxes ,Calculated on Invoice Calculated on Invoice term and for four one year subsequent renewals, The only service that will not remain Grand Total $8,549.76 $102,597.12 constant is LSVOOS00156A - Local Device Combo Service. This service hinges on radio THIS SERVIC E AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING count which could vary from year to year. Cost per unit per year Is $113.70. Motorola Solutions, Inc. will not subcontract any services included In this service contract JURISDICTIONS WHERE AP PLICABLESOLUTIONS BE VERIFIED BY MOTOROLA to any local service or repair centers Support for all 4/XTS radios ends 12/3112019, I received St ements of that describe the s rvlces provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which Oa ch tot ' rvJce Agre meet ncorporated herein by this reference. r 1 hkm uwdd Jl CUSTOMER (PRINT NAME) c5w II/Iz12-01g u111qq PHILLIP JACKSON (870) 329-9509 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Company Name Contract Number Contract Start Date Contract End Date Fayetteville, City Of USC000006611 01 -JAN -2019 31 -DEC -2019 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the City of Fayetteville, Arkansas hereby agrees as follows: Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide the City of Fayetteville, Arkansas either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFI NITIONS 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 The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas'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 The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas will provide a complete serial and model number list of the Equipment. The City of Fayetteville, Arkansas must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. The City of Fayetteville, Arkansas'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. The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas must promptly notify Motorola of any Equipment failure. Motorola will respond to The City of Fayetteville, Arkansas'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 Servicewill be provided atthelocation specified inthis Agreement. When Motorola performs service at The City of Fayetteville, Arkansas's location as relatedto infrastructure repair activities, The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas agrees to reimburse Motorola for those charges and expenses. Section 7. THE CITY OF FAYETTEVILLE, ARKANSAS CONTACT The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice The City of Fayetteville, Arkansas in advance for each payment period. All other charges will be billed monthly, and The City of Fayetteville, Arkansas must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. The City of Fayettevllle, Arkansas 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, The City of Fayetteville, Arkansas'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, E XP RESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERM INATION 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 The City of Fayetteville, Arkansas 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 ANYWAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for nuW 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. The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas, 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, Arkansas, 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 The City of Fayetteville, Arkansas to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide The City of Fayetteville, Arkansas with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, 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 LICENS ES AND OTHER AUT HORI ZATIONS The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas will safeguard all such property while it is in The City of Fayetteville, Arkansas's custody or control, be liable for any loss or dam age to this property, and return it to Motorola upon request. This property will be held by The City of Fayetteville, Arkansas for Motorola's use without charge and may be removed from The City of Fayetteville, Arkansas'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 The City of Fayetteville, Arkansas. 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. 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 The City of Fayetteville, Arkansas 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 executethis 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. NORTHWEST ARKANSAS Democrat (5azette AFFIDAVIT OF PUBLICATION I Cathy Staggs, do solemnly swear that I am the Accounting Manager of the Northwest Arkansas Democrat -Gazette, printed and published in Washington County and Benton County, Arkansas, and of bona fide circulation, that from my own personal knowledge and reference to the files of said publication, the advertisement of: CITY OF FAYETTEVILLE Ord. 6129 Was inserted in the Regular Edition on: January 3, 2019 Publication Charges: $ 105.30 Cathy StagEs Subscribed and sworn to before me This kL - day of�et._ , 2019. Notary Public r My Commission Expires: (.,,uv WILLS Arkarlsas - Union rourlty i•!oia:'y f utJifC �an�rn;� �23')� i 18 �1yCor1lnu!;sfon rs:riit;sFkla'0, �0'7±. **NOTE** Please do not pay from Affidavit. Invoice will be sent. Ordinance: 6129 File Number. 2018-0669 MOTOROLA SOLUTIONS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF 5102,597.12 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 I -I LE 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 $102,597.12 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 on 12/18/2018 Approved: Lioneld Jordan, Mayor Attest: Sondra E. Smith, City Clerk Treasurer 74797556 Jan. 3, 2019 MOTOROLA, INC. 2020 RADIO MAINTENANCE CONTRACT City of Fayetteville Staff Review Form 2019-0938 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Chief Mike Reynolds 12/18/2019 CENTRAL DISPATCH (260) Submitted By Submitted Date Division / Department Action Recommendation: Mayor's signature is needed for automatic renewal of the 2020 Radio Maintenance contract with Motorola Inc. in the amount of $66,440.16 plus tax which is budgeted in the 2020 budget. Various Radio Maintenance Account Number Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? NA Purchase Order Number: Change Order Number: Original Contract Number: USC00006611 Comments: Budget Impact: Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Remaining Budget Various Fund Project Title $ 72, 918.08 $ 72,918.08 $ 72,918.08 Previous Ordinance or Resolution # 6129 Approval Date: V20180321 CITY OF FAYETTEVILLE STAFF MEMO f ARKANSAS TO: Mayor Lioneld Jordan %tle THRU: Mike Reynolds, Chief of Police FROM: Natisha Claypool, Assistant Dispatch Manager 4191pV10LDATE: December 18, 2019 SUBJECT: Automatic Renewal of Radio Maintenance Contract from Motorola Inc. RECOMMENDATION: Staff recommends the Mayor's signature on this contract in the amount of $66,440.16 plus tax. BACKGROUND: Ordinance 6129 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 ordinance was approved by City Council in December of 2018. The ordinance was approved for automatic renewal. BUDGET/STAFF IMPACT: Funding was approved in the 2020 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 113 West Mountain Street Fayetteville, AR 72701 (479) 575-8323 Ordinance: 6129 File Number: 2018-0669 MOTOROLA SOLUTIONS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND' APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $102,597.12 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: ec " nr 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 $102,597.12 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. Page 1 Printed on 1L/20/18 E @ MOTOROLA SOLUTIONS 1299 E Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 05 -JUN -2019 Company Name: Fayetteville, City Of Attn.: Billing Address: 113 W Mountain St City, State, Zip Code: Fayetteville, AR 72701 Customer Contact: Kathy Stocker Phone: SERVICE AGREEMENT Contract Number: USC000006611 P.O.#: N/A Customer #: 1011442374 Bill to Tag#: 0001 Contract Start Date: 01 -JAN -2020 Contract End Date: 31 -DEC -2020 Payment Cycle: ANNUALLY Currency: USD QTY MODEL/OPTION SERVICES DESCRIPTION EXTENDED AMT "*** Recurring Services ***** LSVOOS00156A LOCAL DEVICE COMBO SVC $40,022.40 225 APX 6000 121 APX 6500 6 APX 7500 SVC01 SVC 0033A NETWORK SECURITY MONITORING $3,015.96 SVC01SVC1101C ASTRID INFRASTRUCTURE REPAIR W/ADV $7,516.32 REPL SVCO 1 SVC I 102C ASTRO DISPATCH SERVICE $348.48 SVCOISVC1103C ASTRID NETWORK MONITORING $2,484.84 SVC01SVC1104C ASTRID TECHNICAL SUPPORT $890.40 SVCOISVC1405C NETWORK PREVENTATIVE $1,150.44 MAINTE NANCE - LEGACY SVC01SVC1413C ONSITE INFRASTRUCTURE $11,011.32 RESPONSE -PREMIER Sub Total $66,440.16 Motorola solutions, Inc. agrees the contract price will remain fixed for the 2020 year Taxes Calculated on Invoice Calculated on Invoice term and for three more one year subsequent renewals. The only service that will not Grand Total $66,440.16 remain constant is LSV00S00156A - Local Device Combo Service. This service hinges on radio count which could vary from year to year, THIS SERVIC E AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING Motorola Solutions, Inc. will not subcontract any services included In this service contract JURISDICTIONS WHERE AP PLICABLE, TO BE VERIFIED BY MOTOROLA SOLUTIONS to any local service or repair centers. Support for all XTL/XTS radios ended on 12/31/2019. I received S menta of Wait tfisAdescribe the services provided on this Agreement Motorola's Service Terms and Conditions, a copy of which ched to th' Sery ce=reemt, is incorporated herein by this reference. 1-0he l d CUSTOMER (PRINT NAME) PHILLIP JACKSON (870) 329-9509 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Company Name Fayetteville, City Of Contract Number ; . USC000006611 Contract Start Date : 01 -JAN -2020 Contract End Date 31 -DEC -2020 Service Terms and Conditions Motorola Solutions Inc. ("Motorola") and the City of Fayetteville, Arkansas hereby agrees as follows: Section 1. APPLICABILITY These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide the City of Fayetteville, Arkansas either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2. DEFI NITIONS AND INTERPRETATION 2.1. "Agreement" means these Maintenance Service Terms and Conditions; the cover page forthe 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 The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas'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 The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas will provide a complete serial and model number list of the Equipment. The City of Fayetteville, Arkansas must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. The City of Fayetteville, Arkansas'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. The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas must promptly notify Motorola of any Equipment failure. Motorola will respond to The City of Fayetteville, Arkansas's notification in a manner consistent with the level of Service purchased as indicated in this agreement Section S. 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 The City of Fayetteville, Arkansas's location as related to infrastructure repair activities, The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas agrees to reimburse Motorola for those charges and expenses. Section 7. THE CITY OF FAYETTEVILLE, ARKANSAS CONTACT The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas's personnel to maintain contact, as needed, with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice The City of Fayetteville, Arkansas in advance for each payment period. All other charges will be billed monthly, and The City of Fayetteville, Arkansas must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas'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, E XP RESS 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 The City of Fayetteville, Arkansas 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 mreydue 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. The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas 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 The City of Fayetteville, Arkansas to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide The City of Fayetteville, Arkansas with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, 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 LICENS ES AND OTHER AUT HORI ZATIONS The City of Fayetteville, Arkansas is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any otherfederal, 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 The City of Fayetteville, Arkansas 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, The City of Fayetteville, Arkansas 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. The City of Fayetteville, Arkansas will safeguard all such property while it is in The City of Fayetteville, Arkansas'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 The City of Fayetteville, Arkansas for Motorola's use without charge and may be removed from The City of Fayetteville, Arkansas'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 The City of Fayetteville, Arkansas. 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. 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 The City of Fayetteville, Arkansas agrees to pay forthose 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. Motorola Inc. 2021 Radio Maintenance Contract Chief Mike Reynolds Submitted By City of Fayetteville Staff Review Form 2021-0069 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 1/27/2021 CENTRAL DISPATCH (260) Submitted Date Division / Department Action Recommendation: Mayor's signature is needed for automatic renewal of the 2021 Radio Maintenance contract with Motorola Inc. in the amount of $66,440.16 plus tax which is budgeted in the 2021 budget. Budget Impact: Account Number Project Number Budgeted Item? Yes Current Budget Funds Obligated Current Balance Does item have a cost? Yes Item Cost Budget Adjustment Attached? NA Budget Adjustment Remaining Budget Fund Project Title $ 73,084.18 $ 73, 084.18 $ 73,084.18 V2D180377 Purchase Order Number: Previous Ordinance or Resolution # 6129 Change Order Number: Original Contract Number: USC00006611 Comments: Approval Date: 2/1/21 CITY OF FAYETTEVILLE W4W ARKANSAS TO: Mayor Lioneld Jordan THRU: Mike Reynolds, Chief of Police FROM: Natisha Claypool, Assistant Dispatch Manager DATE: January 27, 2021 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 $66,440.16 plus tax. BACKGROUND: Ordinance 6129 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 ordinance was approved by City Council in December of 2018. The ordinance was approved for automatic renewal. BUDGET/STAFF IMPACT: Funding was approved in the 2021 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 113 West Mountain Street Fayetteville, AR 72701 (479) 575.8323 Ordinance: 6129 File Number: 2018-0669 MOTOROLA SOLUTIONS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $102,597.12 PLUS APPLICABLE TAXF,S 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 $102,597.12 plus applicable taxes per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. Page 1 Primed on 12/20/18 Or &nance 6129 File Number, 2018-0669 PASSED and APPROVED on 12/1812018 Approved: Attest: Sondra E. Smith, City Clerk Treasurer 5tirr,lr!rrrrr, t„rrr�s!� Page 2 Printed an 1240118 dft fW MOTOROLA SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (888) 325-9336 Date: 1 /27/2021 Company Name: FAYETTEVILLE, CITY OF Attn: Billing Address: 113 W MOUNTAIN ST City, State, Zip: FAYETTEVILLE , AR, 72701 Customer Contact: Kathy Stocker Phone: 479-587-3561 SERVICE AGREEMENT Quote Number : QUOTE-1307129 Contract Number: USC000006611 Contract Modifier: R10-JUL-2020 Required P.O. Customer # : 1011442374 Bill to Tag # Contract Start Date 01-Jan-2021 Contract End Date : 31-Dec-2021 Anniversary Day: Dec 31st Payment Cycle : ANNUALLY PO # Qty Service Name Service Description Extended Amt LSVOD000572A LOCAL DEVICE SUPPORT $40,022.40 APX 6000 - 225 APX 6500 - 121 APX 7500 - 6 APX 1000 - 2 LSV01S01108A ASTRO SYSTEM ADVANCED PACKAGE $26,417 76 -Security Monitoring -Infrastructure Repair w/Adv Replacement -Dispatch Service -Network Monitoring -Tech Support -Preventative Maintenance -Onsile Infrastructure Response Subtotal - Recurring Service, $66,440.16 Ta $6,644.02 Tola $73,084.18 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1307129 Chicago, IL. 60661 Contract Number: USC000006611 (888) 325-9336 Contract Modifier: R10-JUL-2020 I received State nts of Work t describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a y of w icY isat ched t4 this Service Agreement, is incorporated herein by this reference. Lioneld Jordany CUSTOMER (PRINT NAME) �T� EPRESENTATIVE(SIGNATURE) Phillip Jackson MOTOROLA REPRESENTATIVE(PRINT NAME) Company Name: FAYETTEVILLE, CITY OF Contract Number: USC000006611 Contract Modifier: R10-JUL-2020 Contract Start Date : Cl-Jan-2021 Contract End Date 31-Dec-2021 Mayor TITLE W-W/%/J 8703299509 PHONE 2/ 1 /21 DATE 1 /27/2021 DATE 0 ► OTVROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1307129 Chicago, IL. 60661 Contract Number: USC000006611 (888) 325-9336 Contract Modifier: R10-JUL-2020 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 46 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. 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. wwMOTOROLA SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (888) 325-9336 Section 6. TIME AND PLACE OF SERVICE SERVICE AGREEMENT Quote Number : QUOTE-1307129 Contract Number: USC000006611 Contract Modifier: R10-JUL-2020 Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non -hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m to 4:30 p.m., local time, excluding weekends and holidays Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges andexpenses 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. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. 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 8.2 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. The Customer will pay all invoices as received from Motorola. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 8.3 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S-Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3% All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base)_ 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. 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. 10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the origi nal Term. 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 un der this Agreement. 0 ngorOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1307129 Chicago, IL. 60661 Contract Number: USC000006611 (888) 325-9336 Contract Modifier: R10-JUL-2020 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, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANYWAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 121 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 bothparties. 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 lime 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 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 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 liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time 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. 173 Failure to exercise any right will not operate as a waiver of that right, power, or privilege. ift MOTOROLA SOLUTIONS 500 W Monroe Street Chicago, IL. 60661 (888)325-9336 SERVICE AGREEMENT Quote Number : QUOTE-1307129 Contract Number: USC000006611 Contract Modifier: R10-JUL-2020 174 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 177 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 th a 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 June 16, 2018 2022 Radio Maintenance contract Chief Mike Reynolds Submitted By City of Fayetteville Staff Review Form 2022-0194 Legistar File ID N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item 2/24/2022 Submitted Date Action Recommendation: CENTRAL DISPATCH (260) Division / Department Mayor's signature is needed for automatic renewal of the 2022 Radio Maintenance contract with Motorola Inc. in the amount of $66,440.16 plus tax which is budgeted in the 2022 budget. Account Number Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? No Purchase Order Number: Change Order Number: Original Contract Number: Comments: USC00006611 Budget Impact: Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Remaining Budget Fund Project Title $ 72,918.08 72,918.08 $ 72,918.08 11 V20210527 Previous Ordinance or Resolution # 6129 Approval Date: 2-28-22 CITY OF FAYETTEVILLE %PF ARKANSAS TO: Mayor Lioneld Jordan THRU: Mike Reynolds, Chief of Police FROM: Natisha Claypool, Assistant Dispatch Manager DATE: February 23, 2022 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 $66,440.16 plus tax. BACKGROUND: Ordinance 6129 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 ordinance was approved by City Council in December of 2018. The ordinance was approved for automatic renewal. BUDGET/STAFF IMPACT: Funding was approved in the 2022 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 aMOTOROLA SOLUTIONS 500 W Monroe St Chicago, /L 60661 (800) 247-2346 Date: 15-DEC-2021 Company Name: Fayetteville, City Of Attn.: Kathy Stocker Billing Address: 113 W Mountain St City, State, Zip Code: Fayetteville, AR 72701 Customer Contact: Kathy Stocker Phone: 479-601-3561 SERVICE AGREEMENT Contract Number: USC000006611 Contract Modifier: R02-SEP-21 23:13:07 P.O.#: N/A Customer #: 1011442374 Bill to Tag#: 0001 Contract Start Date: 01-JAN-2022 Contract End Date: 31-DEC-2022 Payment Cycle: ANNUALLY Currency: USD CITY MODEL/OPTION SERVICES DESCRIPTION MOEXT NTHLY EXTENDED AMT **"** Recurring Services ***** LSVOOQ00572A LOCAL DEVICE SUPPORT $3,335.20 $40,022.40 LSV01 SO1108A ASTRO SYSTEM ADVANCED PACKAGE $2,201.48 $26,417.76 Sub Total $5,536.68 $66,440.16 Taxes $0.00 $6,477.92 SPECIAL INSTRUCTIONS- ATTACH STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS Grand Total $5,536.68 $72,918.08 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA SOLUTIONS I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference. Highlighted cybersecurity services added when applicable: SECURITY PATCHING Remote Security Update Service [ ] Does Not Apply [ ] Opt Out - I have received a briefing on this service and choose not to subscribe. Security Update Service [ ] Does Not Apply [ ] Opt Out - I have received a briefing on this service and choose not to subscribe. THREAT DETECTION Managed Detection & Response [ ] Does Not Apply [ ] Opt Out - I have received a briefing on this service and choose not to subscribe. D CU Lioneld Jordan CUSTOMER (PRINT NAME) EPRESENTATIVE (SIGNATURE) Mayor TITLE CSM TITLE Dusty Calhoun (501) 680-0102 MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE Company Name Contract Number Contract Modifier Contract Start Date Contract End Date Revised Oct 9, 2021 Fayetteville, City Of USC000006611 R02-SEP-21 23:13:07 01-JAN-2022 31-DEC-2022 2-28-22 DATE 2-15-22 DATE 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 Revised Oct 9, 2021 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, 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. INVOICING AND PAYMENT 8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. 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. 8.2 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. The Customer will pay all invoices as received from Motorola. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement. 8.3 For multi -year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the New Year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base) 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. 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 Revised Oct 9, 2021 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. 10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term. 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 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. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Revised Oct 9, 2021 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 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 liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time 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 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. 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 9, 2021 Cybersecurity Online Terms Acknowledgement This Cybersecurity Online Terms Acknowledgement (this "Acknowledgement") is entered into between Motorola Solutions, Inc. ("Motorola") and the entity set forth in the signature block below ("Customer'). 1. Applicability and Self Deletion. This Cybersecurity Online Terms Acknowledgement applies to the extent cybersecurity products and services, including Remote Security Update Service, Security Update Service, and Managed Detection & Response subscription services, are purchased by or otherwise provided to Customer, including through bundled or integrated offerings or otherwise. NOTE: This Acknowledgement is self deleting if not applicable under this Section 1. 2. Online Terms Acknowledgement. The Parties acknowledge and agree that the terms of the Cyber Subscription Renewals and Integrations Addendum available at http://www.motorolasolutions.com/cyber-renewals-integrations are incorporated in and form part of the Parties' agreement as it relates to any cybersecurity products or services sold or provided to Customer. By signing the signature block below, Customer certifies that it has read and agrees to the provisions set forth and linked on-line in this Acknowledgement. To the extent Customer is unable to access the above referenced online terms for any reason, Customer may request a paper copy from Motorola. The signatory to this Acknowledgement represents and warrants that he or she has the requisite authority to bind Customer to this Acknowledgement and referenced online terms. 3. Entire Agreement. This Acknowledgement supplements any and all applicable and existing agreements and supersedes any contrary terms as it relates to Customer's purchase of cybersecurity products and services. This Acknowledgement and referenced terms constitute the entire agreement of the parties regarding the subject matter hereof and as set out in the referenced terms, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. 4. Execution and Amendments. This Acknowledgement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Acknowledgement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The Parties hereby enter into this Acknowledgement as of the ast signature date below. Motorola Solutions, Inc. Aml,rCi: of Faye tevil By: Z Name: Dustv Calhoun Name: n d Jordan Title: CSM Title: Mayor Date: 2-15-22 Date: Revised Oct 9, 2021 2-28-22 Motorola Inc Radio Maintenance Contract Automatic Renewal City of Fayetteville Staff Review Form 2023-0180 Item ID ARCHIVED N/A City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Chief Mike Reynolds 2/2/2023 CENTRAL DISPATCH (260) Submitted By Submitted Date Division / Department Action Recommendation: Mayor's signature is needed for automatic renewal of the 2023 Radio Maintenance contract with Motorola Inc. in the amount of $48,707.70 plus tax which is budgeted in the 2023 budget. Budget Impact: 1010.300.3020-5402, 1010.200.2940-5402 and 1010.260.2600-5402 Account Number Project Number Budgeted Item? Yes Total Amended Budget Expenses (Actual+Encum) Available Budget Does item have a direct cost? Yes Item Cost Is a Budget Adjustment attached? No Budget Adjustment Remaining Budget General Fund Project Title $ 72,918.08 72,918.os $ 53,943.78 $____. _.._.. ., 1$974.30 Purchase Order Number: Previous Ordinanceor Resolution N 6129 Change Order Number: Original Contract Number: USC00006611 Comments: Approval Date: 02/10/2023 CITY OF FAYETTEVILLE ARKANS ARKANSAS TO: Mayor Lioneld Jordan THRU: Mike Reynolds, Chief of Police STAFF MEMO FROM: Natisha Claypool, Assistant Dispatch Manager///p�6rIL(wp�m�- DATE: February 2, 2023 l U SUBJECT: Automatic Renewal of Radio Maintenance Contract from Motorola Inc. RECOMMENDATION: Staff recommends the Mayor's signature on this contract in the amount of $48,707.70 plus tax BACKGROUND: Ordinance 6129 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 ordinance was approved by City Council in December of 2018. The ordinance was approved for automatic renewal. BUDGET/STAFF IMPACT: Funding was approved in the 2023 budget. A check request will be prepared for this item upon receipt of the invoice. Attachments: Copy of Ordinance Motorola Contract Mailing Address: 113 W. Mountain Street www.fayetteville-ar.gov Fayetteville, AR 72701 ® MOTOROLA SOLUTIONS 500 W Monroe Street Chicago, It, 60661 (888)325-9336 Date:0110612023 Company Name: FAYETTEVILLE, CITY OF Aftn: Billing Address: 113 W MOUNTAIN ST City, State, Zip: FAYETTEVILLE, AR, 72701 Customer Contact: KATHY STOCKER Phone: 479-587-3%1 SERVICE AGREEMENT Quote Number : QUOTE-1870234 Contract Number: USC000006611 Contract Modifier: R02-SEP-2205:40:12 Required P.O.: PO p : Customer l :1011442374 Bill to Tag II Contract Start Date :01Jan-2023 Contract End Date:31-Dec-2023 Payment Cycle ANNUALLY City Service Name Service Description Extended Amt LSV000005MA LOCALDEVICESUP W $40,022.40 APX 6000-224 APX Moo - In APX 7500 - 6 _ APXimO- 2 LSV01S0110aA ASTRO SYSTEM ADVANCED PACKAGE(4 moa) S 8,695.30 - Securay Monitodrg - IMraetructum Rapair WAdv Replacement - DI%=h Service - NMvark MoniMdig - Tem Support - Prevsrtiive Maintenan® - Ormlte Infraatnwture Response Subtotal- Recurring Service: E48,707.7 Subtotal - One -Time Event Servioa Ta, $5236,01 Tote $53,943.7 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCALTAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA ® MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : OUOTE-1870234 Chicago, L. 60661 Contract Number: USC000006611 (886) 325-9336 Contract Modifier: R02-SEP-22 05:40:12 Cyber Services / Opt -In Acknowledgement Section: Note: This section is to be completed by the CSM conjunction and cooperation 'th Customer durin dialog. Opt -In: Service 'Service Opt -Out? "" Not Applicable Included in this (add reason code) Contract? Security Update Service (SUS) 7 ❑ # 2 Remote Security Update Service (RSUS) El # 2 Managed Detection and Response n ' Service Opt -out - I have received a briefing on this service and choose not to subscribe. If Selecting "Not Applicable", please consider the following, and enter reason code- 1 ------Infrastructure / Product / Release Not Supported 2 -----Tenant or User Restrictions 2-------Customer Purchased / Existing Services) I have received Applicable Statements of Work which describe the Services and cybersecurity services provided on this Agreement. Motorola's Terms and Conditions, including the Cybersecurity Online Terms Acknowledgement, are attached hereto and incorporate the Cvber Addendum lavailable at httnadl TITLE DATE CUSTOMER (PRINT NAME) P""" - L�cr A&LGY CSM 1/6/2023 TITLE DATE ® MOTOROLA SOLUTIONS 500 W Monroe Street Chicago, L. 60661 (888)325-9336 Dusty Calhoun SERVICE AGREEMENT Quote Number : QUOTE-1870234 Contract Number: USC000006611 Contract Modifier: R02-SEP-2205:40:12 5016800120 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE Company Name: FAYETTEVILLE, CITY OF Contract Number: USC000006611 Contract Modifier: R02-SEP-2205:40:12 Contract Start Date 01Jan-2023 Contract End Date: 31-Dec2023 ® MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1870234 Chicago, IL 60661 Contract Number: USC000006611 (888)325-9336 Contract Modifier: R02-SEP-2205:40:12 Service Terms and Conditions Motorola Solulios Inc r'MotOnom') and the customer named in this Agreement ("Customer) hereby agree as (allows: Section 1. APPUCABILIW These Maintenance SeMce Terms and Console. apply to ware contracts whereby Motorola will provide to Customer either (1) maintenance, support, or Other serviced under a Motorola Service Agreement, or (2) installation services under a Moll Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 21 `Agreement" means these Maintenance Service Terms and Conditions: the cover page for the Service Agreement or the Installation Agreement, as appicable', and any other attachments, all of which are inmWraaed herein by this reference. In inlerprebng this Agreement and backing any ambiguities, Make Maintenance Service Terms and Condillons take precedence over any cover page, and the cover page takes precool over any aeachments. unless the cover page or attachment states othervrise 2.2 'Equipment' means the eguipment Mat ts specified in the attachments or 4 subsequently added t0 cols Agreement. 23 "Services"means thosenumllNion, maintenance, support, training, and other services desc i0ed in this Agreement Section S. ACCEPTANCE Custpnerzcceps these Maintenance Service Terms end Conditions aunt agrees to pay the prices set thin in the Agreement This Agreement becomes binding only when accepted in writing by Monomial The term of Vas Agreement begins on the "Stan Dare" entialed in this Agreement. Section 4. SCOPE OF SERVICES 4.1 Motorola will provide the Services deserted in the Agreement or in a more detailed statement of work or Other document attached to this Agreement At Customers request, Motorola may also provide additional seMoes at Motorola s then -applicable mods for the cervices 4.2 If Motorola is providing Services for Equipment. Motorola pans or pans Of sell quality will be used; lie Equipment will be serviced at levels set forth in the mamrfaclurei s product mans and routine ann ice procedures that are preSobed by Motorola will be fosnrve t 13 If Customer purchases from Motorola additional equipment MOI becomes pan of the same system as Vie robot Equipment, the additional equipment may be added to this Agreement and will a billed at the applicable rates after the warranty fur that additional equipment expires. 4.4 All Equipment must he in good working orderon the Stan Date or when additional equipment is added to ire Agreement Upon reasonable request by Motorola, Customer wit provide a complete sera) and model number fist of Me Equipment Customer must promptly mail Motorola in writing when any Equipment is lost damaged, atOlen o taken out of eardes Customer's olghgagon to pay Service fees for this Equipment will terminate ai Ise and of to moral in which Motorola reserves Me wrttlen notice. 4.5 Customer must specifically gently any Equipment that is labeled lorinsirally safe for use in hazmEous environments 4.6 If Equipment cannot, in Motoroia's reasonable Opinion, be pcipedy or economically seMced for any reason. Motorola may moody the scope of Services related to that Equipment; remove that Equipment from Ile Agreemers; Or increase We price to Service Mat Equipment. 4.7 Customer must pbmedy holy Motorola of any Equipment failure Motorola wia respond to Customer's unification in a manner consistent with the level Of service purchased as imficatetl g tells Section S. UCLUDED SERVICES 5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, ruseemar, intended, and authorized manner, use not in compliance with applicable industry standards; excessive wear and tear; o accident. liquids, powersurges, highest, acts of God or other force mail events. 52 Unless specifically included in this Agreement, SeMce excludes items Mat are consumed in the normal operatum of the Equipment, such as batteries her magnetic tapes.; upgrading o relaogra nne, Equipment, accessories, aft dips, battery draughts, custom or special products, modilred units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower Or terror lighting, duplexes combiner, her muftesolar Motorola has no Obligations for any transmission mention, such as telephone lines, computer networks, the interest or the worldwide web, or for Equipment Manuel Caused by the transmission medium. ® MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : OUOTE-1870234 0006611 (888)32,IL80881 Contract Contract Modiffier: R02-SEP-2205:40:12 (888)325-9336 Section 6. TIME AMID PLACE OF SERVICE Service will be provided at the location specifled In this Agmemers. Wren Motorola perovns service at Customers location, Customer will provide Motorola, at no charge, a non-hezerdous work environment with adequate shelter, heat, light, and power and with full and tree access to the Equipment Well of liability from Metorda orb suMaMracmrs will not be imposed as a sae access mcw emend. Customerwlll provide all info oration pertaining to Me hardware and software elements al any system not which the Equipment is interlacing so that MoWmle may perform IN Senegal Unless ooenwx slated in this Agreement, the hours of Service will W 6:30 am, to 4:30 p.m., loco time, excluding weekends and holds . Unless channel slated in Mis Agreement, the once for the Services eadude any charges or expenses Managed with hehoopler Or Other unusual eases requirements: if Mesa N ws or expenses are reasonably incurred by Motorola in rendenng the Services, Customer agrees to reimbume Motorola W these changes and expenses. Sagan 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact(list of names and phone numbers) Mat will be roya le Nrenty-four(24) hours per day, seven (7) dap per week, and an esc mar procedure to enable Customers personnel to maintain amaq as needed with Motorola. SKtidn a. INVOICING AND PAYMENT 81 Customer affirms Chet is purchase Order or notice to proceed is nd requied Or the duration of this xrvles contrad and will generate funds each year through the centred antl data. Unless aftemalive payment terms am stated in this Agreement, Motorola will invoice Customer in advance or each payment period. All Ogler charges will be bllled monthly, and Customer mug pay eam invoice in U S dollars within twenty (20) days Of Me invoice data 8,2 Customer wilt reimburse Motorola for ell Pirelli taxes, sales and use taxes, excise taxes, and other tams or xaexmerm that are Ivied as a result of Services rendered under this Agreement (except income, profit, and haahiee taxes of hi Gala) by any govemov nta entity. The Customer wilt pay all invoices as received from Motarout At the time atemation of this Agreement, the Customer will provide all necessary reference information to malude on Invoices, for payment In accordance with this Agreement. 6.3 For mdi service agreements, at line end of the first year of Me Agreement and each vat Mereaflg, a Cal percentage change calculation shall be performed using the U.S. Department of Labor Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should Me annual inflation reN immwe greater Man 3% during Me previous year, Motorola shall have the right to increase all future maintenance pines by the CPI increase amount exceeding 3%. All aims, nol aeescrelly adjusted stall be used a Me measure d CPI for Mu prim a4ymimenl. Measurement wig Wks placeance the annual average for Me new year has been pasted by the Bureau of Labor Statistics For purposes M Iluatretion, X in year 5 Me Coy reported an Increase of 8%. Motorola may Increase the Year 8 price by 5%(891 box). Section 9. WARRANTY Mdorola warrants Mat its Services under this Agreement will be heat ofdef ads In matartab and workmanship for a pencil d Piny (90) days hen Me date the parfamance of the Services arecone lded. In Me event g a breach Otis warranty. Customers sole remedy is to requhe Motoraa to re-perorm the non-ganfoming Serviro WOO reond, on a proi beats, Me fees paid orthe rdnsonorming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTOUTAR PURPOSE. Siegel 10. 0EFAULTRERMIMMON 10.1 t eltherperry Oefel in Me pedonmaae of this Agreement, the Miner pony will give to the nonperforming wady a Witten and detaled notice of Me default. The non-pedoming party well haw MiM (30) data thereafter to Provide a wrtlen plan 10 cure ere default Mat is acceptable to the Other party and begin limplemenbng he cure plan immndiately after plan approval. If the nonperformlrlg pane fails to provide or Implement Me cure plain, then tie injured party, in addition to any other nghN available to 0 under law, may immediately terminate Mis Agreement effecgw upon giving a wntlen natice Of termination to the defauding party 102 Any termination ofthN Agreement will not Mieve either party of obligations preciously Incurred pursuant to Me Agreement, including payments which maybe due and awing al8a tine of termination. All as awed by Cusomerto Mptore a will become due and fee le immediately upon termination of thisAgreement Upon the ehedive date dtamenation, Motorola will have no further obggation to provide SeMgas. 103 If the Customer laminates this Agreement handle the end of the Tenn, for any reason other than Motorola depose, than the Customer will pay to Motorola an early termination fee equal to the discount applied to the leg thine(3)were op Sam. payments for Me ndamil Term_ Section 11. LIMITATION OF LIABILITY Except forpersonal Injuryordeath, MOtorela's total INbildy, wheNer Mr breech of wntrad, warranty, negligence, stndl liability in ton, or othemkse, wil W limited to the direct damages recowrable under law, but not to exceed the prim attractive (12) months of Service provided under the Agreement. ® MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1870234 Chicago, IL. 60661 Contract Number. USC000006611 (888) 325-9336 Contract ModifierR02-SEP-22 05:40:12 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 IISE, TIME, DATA. GOOD WILL, REVENUES, PROFITS OR SAMNGS' 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 forconlrsd preach ar othemise mlating to the bansadichs contemplated by this Agreement may be brought more than am (1) year aflerthe acprel of the cause &soion. excoptfur money due upon an open account This planation of liability will survive the ambition or lamination of Mis Agreement and applies notwithstanding any contrary prariaion. Section 12. EXCLUSIVE TERMS AND CONDITIONS 121 This Agreement supersedes all prior and concurrent agreements and understandings between the pates. whetherwngen or suit, midedtalhe Services, and them are no agreements or representations concemMg the subject matter of this Agreement except for those expressed harem The Agreement may not m amended or modified except by a wnden agreement signed by authorized represenlaliwes of both parties 122 Customer agrees to w erenee this Agreement many purchase abler Issued In fame mane of this Agreement, however, an emission of the reference to this Agreement will not affect its applicablfity. In no event will either party be Wad by any terms mnlamed in a Customer purchase order acknowledgement, or other wntings unless' We purchase older, acknowledgement, armher writing specifically retere to this Agreement; cleats indicate the intention of both pates to avemde and madily as Agreement; and the purchase older, a anowledgemeM, or other writing is signed by authorised representatives of bath pates. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY MONTS 13.1 Any Information or dentin the form alspecifi mom, drawings, reprints, lechnical imarmebon or Mhemifie lumished M Cusomer urger this Agreement will remain Molaola's property, will be Seemed proprietary, will be kept whirden tal, and will be promptly stared at afid s regceal. Customer may not disclose, without Motorola's written peonission or as required by law, any confidential information or data to arty person, or me confidential information or data for any purpose other Man penamhirrg its obligations under this Agreement. The obligations set torte In this Section false the expbation or termination of this Agreement. 132 Unless offamewe agreed in wdfing, no commercial ortechnical information discosed in any mercer or at anytime by Cusamer to Motorola will he deemedsecrelwconfdemal. Motorola will ham m Oblgation to Amen Custemerwgh access to as confidential and proprietary information, saucing cast and prang data 13.3 This Agreement dues not grant dcei or by ynpliodion,estoppel, or otherwtce, any ownership right or license under any Mommia patent.copyright, trade mend, or other intellectual pmpedy, including any imallealrwl pmpal mated as a result of Or related to the Equipment said Or Serwcos performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORISATIONS Catcher is solely responsible for obtaining licenses or other authorizations required by the Federal Communication Commission or any other Werel, .tale, a local goverment agency and far carnplying with all W lea and regulations required by governmental agencies Neither Motomla nor any of ils employees is an agent or representative or Customer In any gownmernal matters Section 18 COVENANT NOT TO EMPLOY Ouring the lam of this Agreement and continuing fw a period of two (2) years Hereafter, Customer will not hire, engage on compact, solid the employment of, or recommend employment to any Wrd party of any employee of Motorola or 96 seconVedore without Me once writer, allhwzabon or Motorola. This pnoi applies Orly to Moss employe m of Mota ns .,its subcontractors who are responatble for reMenng samon under INS Agreement. If ths proWsion is found W be overly broad under applicable law, It will be modifed as necessary M Wrame to applicable law Section IS. MATERIALS, TOOLS AND EQUIPMENT All WON, equipment dies, gauges, models, drawings or other materiels cold for or fumtabed by Molomla for the purpose of this Agreement will be and remain the sale pmparcy of Mo crde Customer will safeguant all such propeM while it IS in Customers custody or control, be liable for wry loss or damage to this property, and realm rid Motorola upon request. This property will be held by Cmtomerfor Mdomla's lone withod tlwge and maybe removed ham Customers pmM ae6 by Molomla at any lime without reslritlion. Section 17. GENERAL TERMS 171 If any court renders any portion of this Agreement unenforceable, She remaining terms will continue in Wit force and effect 17.2 This Agreement and the rights and dudes of the pares will be Interpreted In accoldance with the laws of Me Stile In which the Sertices are pedOmred. 17.3 Failure to exerdse am right will not operate as a waiver of thal rgM, power,orp Wage ® MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Chicago, IL. 60661 (888)325-9336 Quote Number : QUOTE-1870234 Contract Number: USCOOOOD6611 Contract Modifier* R02-SEP-2205*40,12 17A Neither parly is liable far delays or lack of perfomame resuming from any causes that are beyond that pants reasonable control, such as inside. materiel shortages, or acle of God 175 Motorola may subcontract any of Me work, but suicantrecting will not relieve MOoro18 m in duties under this Agreement. 17.6 Except as provided herein, neither PeM may assign [he Agreement or any of its night or obligations hereunder without Me prim wduen consent of the other Party. which parsers will not be unreasonably withheld. Any attempted weignment, delegation, or transfer without the necessary consent will be vale Notwithstanding Me foregoing, Motorola may assign this Agreement to any of its affiliates or as right W receive payment without Me prim consent of Customer In addition, in Me event Motamla sepa®ys one or mare of Bs businesses (ea& a'Separated Business'), whether by way of a sale. e Mbliahmentofajolmw Wm,Wio- or Nhewdee(eacha5epamtlan Event"), Matamlamay,withouttheprimwrigenmmeMof Menre PadyadM no additional cast W Motorola, assign the Agreement such Mat it will contuse a to MmM the Separated Busyness and Ito affiliates (end Motorola and its aMhms, to the extent applicable) kllova g the Separation Event. 177 THIS AGREEMENTWILL RENEW, FOR AN ADDITIONAL ONE(1)YEAR TERM, ON EVERYANNNERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIESTHE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LEW THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the amivmar, day, Motorola may adjust Ore price of the Services to hared IS current raMe. 178 If Motome provides Services e0er Me temina5on maxma lbn of this Agreement, the terms and conditions in ei at mature mthe yminstlon ar egriredon will apply to those Services and Customer agrees to pay ter those services on a time and materials bssia at Motorola a then effective hourly rays. 179 This Agreement may M exerted in am or more counterpary, all of which shall be considered pad of the Agreement. TM mr6es may execute thie Agreement In wriing, or by amoral signalled, and any such electronic NgmWre Mall ham the same legal elect as a Mndwdtten signature forth puryoses of validity, enforceability ant admissibility. In addition, an electronic signature, a true and correct facsimile copy orwmpuler image of tNs Agreement area M treated as and shall have the same elect as an anginal signed copy of this document. Revised Sept 03, g0Y1 ® MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : OUOTE-1870234 Chicago, IL. 60661 Contract Number: USC000006611 (888)325-9336 Contract Mother: R02-SEP-2205:40:12 Cybersecu Nty Online Terms Acknowledgement This Cybenecurily Online Terms A nowlsdpement (this-Acke nnale lgemenf) is entered into between Motorola Solutions Inc ('Motorola') am me rally Sall forth in the signature block Wi ('Cuslome). 1. Apolicebdly and Sall Oe oton. Trds Cybeciecunlyy OnTerms Adirmatedgement applies to the letters cybmsecufbm y produces and seces, including Kemple Seventy Uptlawoe te Se Secunly Update Serline en vk:e, and Managed Oetecibn 6 Response subscription semces, are purchased by or otherwise 0 owded to Customer inducting through bumped or misguided offerings or otherwise NOTE: This Ack lads Ifdeletingit 1 applicable tl try Section1. 2. Ql,, Terms A ydqpmenj The Parties aGnowkdge and agree that the teens of the Cybar Subacnpton Recovals and Integnalrona Addendum evadable at bbg,nisww.mmmiusolwions iij 4 resells steegralons are incapmatedm and form pan of the Ponies agreement as it raises to arty cybereKunty Ofoducls Or sement sold ar pmvieed to Customer By iii the signature blocs below Customer certifies that It has read and agree to the PrOomi bna set oM and based prvene in this AcknOver harr ent To the alatenl Customer is unable to access the above referenced online same for any reason. Customer may request a Most copy Irom MommUThe vgnatory mthis Acknwdedgement represen6 and warrants That he or she has ffm 3. Entire Agreement. This AcknoydedgamaM supplements any and all applicable and excern agreemenU and supersedes any contrary tans as it relates to Cualon0cs purchase of cybersearity products and services. This AckmMMgement and rehrenced farms peninsula the entire agreement of Me ladies regarding the subyacf mailer hereof and as set out In me referenced terms, and supersedes all pfevmus agreements, proposals, am understandings, Whether, write, or oral. Mrifing to this Subject matter as of the Revised Sept 03. 2022 Me same legal force and effect as if the onto signature, faresmse wpy, or computer is effect, as an original signed copy of this 1002111 01- 113ecwtM.,.o.nScaa1 FayetdVk".M 72701 N7f15i5432J Ordinance: 6129 File Number: 2015-0669 MOTOROLA SOLUTIONS, INC.: AN ORDINANCE TO WAIVE THE REQUIREMENTS OF FORMAL COMPETITIVE BIDDING AND APPROVE A ONE YEAR CONTRACT WITH MOTOROLA SOLUTIONS, INC. IN THE AMOUNT OF $102.597.12 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 simnleact radio project was completed in 2012; and WHEREAS, Motorola Solutions. Ind. 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 Semmes, Ioc.'s unique knowledge of the technical aspects of the system and how it counters to the Arkansa; Wireless Netwmk (AWIN), it is necessary, for drum to continue providing the necessary maintenance for the system; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: $6ftl9n .1: That die City Cwncil 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 comp rigve bidding and approves a one year contract with Motorola Solutions, Inc. in the amount of $102,597.12 plus applicable mass per year with automatic renewals for four additional years for maintenance of the City's Motorola simulcast radio system. na. r Fraarew smaN Ormho 6129 Pqt Nwnbn. 2018.066➢ PASSED and APPROVED mi 12/182018 Appmad: yh / aiuC-�«1- �J.,uiz Smdn E. Smith, City Cork Tro rq.a wwmnasn