84571 RESOLUTION NO. 8.457 v -
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2
3 A RESOLUTION AUTHORIZING THE CITY MANAGER
4 TO EXECUTE AN AGREEMENT WITH MOTOROLA FOR
THE PURCHASE OF AN 800 MEGAHERTZ TRUNKED
5 RADIO SYSTEM AND RELATED EQUIPMENT, IN
6 SUBSTANTIALLY THE SAME FORM AS ATTACHED;
7 TO SET A PUBLIC FEARING ON THE PROPOSED
8 ,9 -1 -1- PUBLIC SAFETY COMMUNICATION CENTER
PROJECT BOND ISSUE PURSUANT TO ARKANSAS
9 CODE ANNOTATED §19 -9 -601 ET SEQ.; AND
10 FOR OTHER PURPOSES.
11
12 WH MEAS, the Board of Directors authorized the City Manager
13 in Resolution No. 8,444 (February 5, 1991) to negotiate and
execute a contract with Motorola, Inc. for the purchase of an
14 800 Megahertz Trunked Radio System and Related Equipment for the
15 enhancement of the City's 9 -1 -1 Emergency Communications System;
16 and
17 WHEREAS, the City Manager has negotiated such Agreement
18 which is attached as Exhibit 1 to this Resolution; and
WHEREAS, such Agreement will be partially financed from the
19 Sale of Special Revenue Bonds of the City pursuant to Arkansas
20 Statutes Annotated §19 -9 -601 et seq. which require the Board of
21 Directors to hold a public hearing prior to the issuance
22 thereof.
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
23 THE CITY OF LITTLE ROCK, ARKANSAS:
24 SECTION 1. The City Manager is hereby authorized to
25 execute an agreement with Motorola, Inc., in substantially the
26 same form as presented herein as Exhibit 1 to this Resolution.
27 SECTION 2. The City Manager is further authorized to
execute said Agreement with such modification and alteration as
28 he deems necessary in order to effect the purpose for which the
29 Agreement is approved.
30 SECTION 3. Pursuant to the Revenue Bond Act of 1987
31 codified as Ark. Code Ann. §19 -9 -601 et seq., a public hearing
32 on the Special Revenue Bond issue to partially finance the 800
Megahertz Communications System is called for April 2, 1991, at
33 6:00 p.m. at such location as may be designated by City Manager.
34 SECTION 4. This resolution is supplemental to LRR 8,444
35 which set this process in motion.
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1 SECTION S. All ordinances, resolutions or portions thereof 92
2 in conflict herewith are hereby repealed.
3 SECTION 6. This resolution shall be in full force and
A effect from and after the date of its approval.
ADOPTED: March 5, 1991
ATTEST:
ROBBIE HANCOCW, CITY CLERK
"PROVED AS �Tf TO FORM: FORM:
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XHUMAS M. CARPENTAK
ACTING CITY ATTORNEY
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• ® Exhibit 1
COMMUNICATIONS SYSTEM AGREEMENT 93-
THIS AGREEMENT, made and entered into this day
of , 1991, by and between Motorola
Communications and Electronics, Inc., an Illinois corporation,
hereinafter referred to as "MOTOROLA" or "Seller," and CITY OF
LITTLE ROCK, hereinafter referred to as "Purchaser."
WITNESSETH•
WHEREAS, the PURCHASER desires to purchase a Communications
System; and
WHEREAS, MOTOROLA desires to sell a Communications System;
and
THEREFORE, the parties hereby enter into an agreement
pursuant to which MOTOROLA shall perform the work and furnish the
equipment and services as more fully set forth herein and in the
following exhibits, which are either attached hereto or
incorporated by reference and hereby made a part of this
Agreement:
Exhibit A, PURCHASER's Specifications including Addenda
1, 2 and 3.
Exhibit B, MOTOROLA Proposal and Equipment List dated
October 29, 1990.
Exhibit C, MOTOROLA General Provisions dated January
1987 consisting of nine (9) pages and nineteen (19)
sections.
NOW, THEREFORE, for and in consideration of the mutual
promises and covenants contained herein, the parties agree as
follows:
SECTION 1 STATEMENT OF WORK
A. MOTOROLA shall furnish all of the equipment as outlined
in Exhibit B, and provide such tools, supplies, labor
and supervision necessary for the installation for
those items purchased to be installed as detailed in
Exhibit B for a Communications System.
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B. PURCHASER shall in addition to responsibilities
described elsewhere in this Agreement perform the
following coincident with the performance of this
Agreement:
1. Provide a designated Project Director.
2. Provide ingress and egress to PURCHASER's
facilities and /or sites as requested by MOTOROLA
and have such facilities available for
installation of the equipment to be installed.
3. Provide adequate telephone lines for the
installation and operation of the equipment.
4. Provide adequate AC Power at 117 VAC ± 10 %, 60 Hz
for the installation and operation of the
equipment.
SECTION 2 SITES
A. This agreement is predicated on the utilization of
sites and site configurations, which have been selected
either by the PURCHASER or by Motorola as contained in
the MOTOROLA proposal. In either situation, should it
be determined by either MOTOROLA or PURCHASER during
the course of performance on this Agreement that the
sites or configuration selected are no longer available
or desired, new or replacement sites or configuration
will be selected and approved by both MOTOROLA and the
PURCHASER.
B. If any price adjustments are necessary as a result of
these new or replacement sites, such price adjustments
will be added to this Agreement by change order in
accordance with Section 4 of the General Provisions.
SECTION 3 PERIOD OF PERFORMANCE
A. MOTOROLA shall complete the work within 540 calendar
days after notice to proceed has been given by the City
of Little Rock in accordance with the schedule of
installation provided as part of their bid proposal.
Provided that, notwithstanding any provision of the
Agreement or bid package, the City has the absolute
unilateral right to terminate the Agreement for any
reason at any time prior to having given notice to
proceed.
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B. Whenever MOTOROLA knows or reasonably should know that
any actual or potential condition due to circumstances
beyond its control is delaying or threatens to delay
the timely performance of the work, MOTOROLA shall
within thirty (30) days give PURCHASER notice thereof
and may request an extension of time to perform the
work.
C. In order to successfully integrate and implement this
project, shipments will be made F.O.B. Destination
local MOTOROLA staging facilities, warehousing
facilities, or any combination thereof.
D. It is also agreed that equipment shipping dates
reflected in this agreement or in MOTOROLA proposals
are estimates only, and that shipment may be made at
any time prior to, or subsequent to these estimated
shipping dates.
SECTION 4 ACCEPTANCE CRITERIA
A. MOTOROLA will submit an Acceptance Test Plan (ATP),
which demonstrates system performance in accordance
with the specifications contained herein, thirty (30)
days prior to the commencement of the system test. The
PURCHASER will then have fifteen (15) days within which
to approve, conditionally approve or disapprove the
proposed ATP. Approval of the ATP will be assumed by
MOTOROLA in the absence of notifications otherwise.
The successful completion of the ATP to the
satisfaction of purchaser will be the sole criterion
for system acceptance.
B. Should the Purchaser commence use of the system or any
sub - system thereof for their intended purposes, other
than for the express purposes of training or testing,
prior to system acceptance, final payment for said
system or sub - system shall be due net thirty (30) days.
The warranty or maintenance periods for such equipment
put into use, unless warranty or maintenance has
already begun, shall be deemed to have commenced
concurrently with the use of the equipment for its
intended purpose. The use of the equipment for its
intended purpose shall be deemed to have occurred when
the PURCHASER commences to use and rely primarily on
the equipment for its communications. Exception to the
above is if the Purchaser determines that Purchaser's
use of equipment is at the request of and of benefit tc
Motorola, Inc.
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C. Upon notification by MOTOROLA that the system is
available for acceptance testing, it is agreed that
should the acceptance testing of the system or any
sub - system thereof be delayed for reasons beyond
MOTOROLA's control, that final payment for the
sub- system or system shall become due net thirty (30)
days and warranty or maintenance shall commence upon
notice to PURCHASER by MOTOROLA.
SECTION 5 PAYMENT SCHEDULE
A. MOTOROLA agrees to sell all of the equipment and
perform the services as outlined in the Statement of
Work and in Exhibit B, and PURCHASER agrees to buy the
aforementioned equipment and services for a sum of
four million nine hundred thirty two thousand four
hundred eighty nine dollars ($4,932,489) plus
applicable state and local taxes.
B. The PURCHASER shall make payments to MOTOROLA as
follows:
1. 10% upon notice to proceed.
2. 60% upon delivery of equipment.
3. 20% upon installation of fixed equipment.
4. 10% upon acceptance by the City of Little Rock.
C. In the event of failure or delay by the PURCHASER in
providing sites, space, approvals, licenses, or any
other PURCHASER obligations required preceding delivery
of MOTOROLA equipment, it is agreed that MOTOROLA, at
its sole discretion, may ship equipment as planned and
that the PURCHASER will accept the equipment and make
payment in accordance with the terms of this Agreement.
Any additional costs incurred by MOTOROLA for storage
of equipment will be invoiced and paid by PURCHASER.
SECTION 6 PROJECT MANAGEMENT
A. MOTOROLA will assign a Project Manager, who is
authorized to exercise technical direction of this
project with concurrence of the City's representative.
MOTOROLA, at any time, may designate a new or alternate
Project Manager in accordance with the provisions of
the bid specification.
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B. All matters affecting the terms of this Agreement or
the administration thereof shall be referred to
MOTOROLA'S cognizant Contract Administrator who shall
have authority to negotiate changes in or amendments to
this Agreement on behalf of MOTOROLA, Inc.
SECTION 7 NOTICE OF ADDRESSES
A. MOTOROLA COMMUNICATIONS AND ELECTRONICS, INC.
1301 EAST ALGONQUIN ROAD SH -4
SCHAUMBURG, ILLINOIS 60196
ATTN: CONTRACT ADMINISTRATION DEPARTMENT
B. PURCHASER
CITY OF LITTLE ROCK
500 WEST MARKHAM
LITTLE ROCK, AR 72201
ATTN: MR. NATHANIEL W. HILL
SECTION 8 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the
inconsistency shall be resolved by reference to the
following documents in the following order:
1. This Agreement.
2. Exhibit A, PURCHASER's Specifications including
Addenda 1, 2 and 3.
3. Exhibit B, MOTOROLA Proposal and Equipment List
dated October 29, 1990.
4. Exhibit C, MOTOROLA General Provisions, dated
January 1987 consisting of nine (9) pages and
nineteen (19) sections.
SECTION 9 SEVERABILITY
If any portion of this Agreement or any exhibits hereto
is held to be invalid, such provision shall be
considered severable, and the remainder of this
Agreement or any provision hereof shall not be
affected.
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SECTION 10 HEADINGS AND SECTION REFERENCES
The headings given to the paragraphs herein are
inserted only for convenience and are in no way to be
construed as part of this Agreement or as a limitation
of the scope of the particular paragraph to which the
heading refers.
SECTION 11 FULL AGREEMENT
A. This Agreement and Exhibits hereto constitute the final
expression of the agreement of the parties and
supersedes all previous agreements and understandings,
whether written or oral, relating to the work.
B. This Agreement may not be altered, amended, or modified
except by written instrument signed by the duly
authorized representatives of both parties.
SECTION 12 CONDITION OF AGREEMENT
A. MOTOROLA acknowledges and accepts that the parties'
performance of this Agreement is absolutely conditioned
upon the Purchaser's successful sale of Special Revenue
Bonds and compliance with statutory and constitutional
provisions of the State of Arkansas. Purchaser
reserves the right to cancel this Agreement without
penalty if the proposed Bond financing fails to
materialize for whatever reason, or if any other
statutory or constitutional provision prohibits
Purchaser from performing under this Agreement.
B. Should Purchaser terminate the Agreement pursuant to
this section, the maximum extent of its liability shall
be the cost of.any equipment accepted by the City and
utilized pursuant to this AGREEMENT.
SECTION 13 JURISDICTION
This Agreement shall be.governed and construed in
accordance with the laws of the State of Arkansas.
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IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed by their duly authorized representatives
as of this last day and year written below.
City of Little Rock
By:
Nathaniel W. Hill
Director of General Services
Date Signed
Earl Paul
Deputy City Manager
Date Signed
1FA
Motorola Communications &
Electronics, Inc.
By:
Name
T
Date Signed
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