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
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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-
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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:
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Smdn E. Smith, City Cork Tro
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