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01/07/2021 (2) PLEASE TURN OFF ALL CELL PHONES AGENDA WEST MEMPHIS CITY COUNCIL JANUARY 7, 2021 PRAYER: PLEDGE OF ALLEGIANCE: AMERICAN LEGION CALL TO ORDER: ROLL CALL: BID OPENINGS: PUBLIC WORKS-2021 MATERIAL SUPPLY CONTRACTS MINUTES: APPROVE OR CORRECT MINUTES OF DECEMBER 17, 2020 APPROVE OR CORRECT CALLED MINUTES OF DECEMBER 31, 2020 OLD BUSINESS 3" READING OF AN ORDINANCE TO AMEND THE CITY OF WEST MEMPHIS, PERSONNEL MANUEL AND FOR OTHER PURPOSES (TABLED ON DECEMBER 17, 2020) NEW BUSINESS: R-1 A RESOLUTION CREATING AN EMERGENCY MANAGEMENT DIRECTOR FOR THE CITY OF WEST MEMPHIS AND FOR OTHER PURPOSES 0-1 AN ORDINANCE CALLING FOR A SPECIAL ELECTION IN THE CITY OF WEST MEMPHIS, ARKANSAS,TO FILL A VACANCY ON THE CITY COUNCIL FOR WARD 2, POSITION 1,PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY PERMISSION REQUEST: PERMISSION FOR MAYOR MCCLENDON TO SIGN A SERVICE AGREEMENT WITH MOTOROLA COMMITTEE REPORTS: A PPt1TNTMG.NTS• MINUTES WEST MEMPHIS CITY COUNCIL January 7, 2021 A regular meeting of the West Memphis City Council was held on Thursday, January 7, 2021, at 1:00 p.m. in the City Council Chambers at City Hall, 205 S. Redding, West Memphis, Arkansas. Invocation was given by Council Member, Helen Harris, followed by the Pledge of Allegiance led by Council Member Wayne Croom, Mayor Marco McClendon called the meeting to order at 1:00 p.m. City Clerk, James Pulliaum, called the roll. Those present were: Mayor Marco McClendon, City Attorney Michael Stephenson and Council Members: Wayne Croom, Helen Harris, James Holt, Melanie Hutchinson, Willis Mondy and Charles Wheeless. Present by Zoom were: City Clerk, James Pulliaum and Council Members: Tracy Catt, David Murray and Lorraine Mohammed. Also present was Evening Times Reporter John Rech. Quorum being present Mayor McClendon proceeded with the meeting. BID OPENINGS PUBLIC WORKS- 2021 MATERIAL SUPPLY CONTRACTS Council Member Croom made the motion, seconded by Council Member Holt to accept the bids and to refer them back to administration for distribution. Upon voice vote, the voting was unanimous to approve. MINUTES: APPROVE OR CORRECT MINUTES OF DECEMBER 17, 2020 APPROVE OR CORRECT SPEACIAL CALLED MINUTES OF DECEMBER 31,2020 Council Member Croom made the motion, seconded by Council Member Hutchinson to dispense with the reading of the minutes of December 17, 2020, City Council and December 31, 2020, Special Called Council meeting and to approve them as submitted. Upon voice vote, the voting was unanimous to approve. OLD BUSINESS: 3rd READING-OF AN ORDINANCE TO AMEND THE CITY OF WEST MEMPHIS, PERSONNEL MANUEL AND FOR OTHER PURPOSES. (TABLED ON DECEMBER 17, 2020) City Attorney Stephenson read the ordinance again for the THIRD time by title only. Council Member Croom made the motion, seconded by Council Member Hutchinson to approve the ordinance as amended. Upon voice vote, the voting was unanimous. The ordinance was adopted and assigned No.2567 NEW BUSINESS: Council Member Mohammed made the motion, seconded by Council Member Harris to read R-1 and 0-1 by title only. Upon voice vote, the voting was unanimous. R-1 A RESOLUTION CREATING AN EMERGENCY MANAGEMENT DIRECTOR FOR THE CITY OF WEST MEMPHIS AND FOR OTHER PURPOSES City Attorney Stephenson read the resolution by title only. Mayor McClendon said after further discussion it was revealed that council had previously approved a position that he had not yet filled and he is asking council to table the resolution indefinity. Council Member Croom made the motion, seconded by Council Member Holt to table the resolution indefinitely. Discussion followed: Mayor McClendon said he is wanting to use the position previously approved by council to hire someone to fill the position of grant writer that would also carry out these duties. Mayor McClendon said he has already identified someone for the position that is currently on staff and is already performing most of the duties to fill the position. There being no further discussion: Upon voice vote, the voting was unanimous to Table Indefinitely. 0-1 AN ORDINANCE CALLING FOR A SPECIAL ELECTION IN THE CITY OF WEST MEMPHIS, ARKANSAS, TO FILL A VACANCY ON THE CITY COUNCIL FOR WARD 2, POSITION 1, PRESCRIBING OTHER MATTERS PERTAINING THERETO; AND DECLARING AN EMERGENCY. City Attorney Stephenson read the ordinance by title only for the FIRST time. Council Member Harris made the motion, seconded by Council Member Hutchinson to suspend the rules and place the ordinance on its second reading. Upon voice vote, voting was unanimous. City Attorney Stephenson read the ordinance for the SECOND time by title only. Council Member Harris made the motion, seconded by Council Member Holt to further suspend the rules and place the ordinance on its third reading. Upon voice vote, voting was unanimous. City Attorney Stephenson read the ordinance for the THIRD and FINAL time by title only. Council Member Holt made the motion, seconded by Council Member Harris to approve the ordinance. Upon voice vote, the voting was unanimous to approve. City Attorney Stephenson said they are predicting Tuesday, April 13. 2021, as the Special Election date there are other dates that will also be important in regards to collecting signature, filing fees and dates in regards to when the ballot position drawing should occur. City Attorney said he also put in the emergency clause that there would not be a run off, whoever gets the most legally counted votes would be the winner of the election. If the ordinance is passed and the emergency clause is adopted the City Attorney will be taking it to the County Clerk's office on January 7, 2021, they will then send it to the election commission who will then have it published. The goal is to have it published by next Wednesday January 14, 2021, for publication in the newspaper. Council Member Hutchinson made the motion, seconded by Council Member Wheeless to approve the Emergency Clause in Section 10. Upon voice vote, voting was unanimous. The Ordinance was adopted and assigned No. 2568 PERMISSION REQUEST: PERMISSION FOR THE MAYOR TO SIGN AN AGREEMENT WITH MOTOROLA Council Member Croom made the motion, seconded by Council Member Wheeless to give permission to the Mayor to sign an agreement with Motorola. Upon voice vote, the voting was unanimous. COMMITTEE REPORTS: PUBLIC WORKS: Council Member Croom presented the Public Works report. The Public Works Committee met on January 5, 2021. Council Member Croom was named as temporary chairman. MPO Coordinator, Sam Jordan gave information on the crash data on the intersection at West Cooper and North Redding Mr. Jordan reported that between the years of 2013 and 2018 there were no accidents at the intersection., but there were two a half block from the intersection. Mr. Joran provided an update on controlling speeding on Rich Road and plans to do some research to see if there was a speed study conducted previously. Mr. Jordan said improving the safety of children that walk to school will be a priority and he would like to make that a major initiative for MPO. They are in the early planning stage but there is state aid program called Safer Routes to School that he would like to use at the Rich and Redding area to help children get to school. Anything within two miles of an elementary or middle school would be eligible for state funding. City Engineer/MPO Director, Amanda Hicks said that she has already applied state aid for the Wonder project, as well as sidewalks along Polk Street. They are also looking to add bike lanes near the Faulk Elementary School area that would thin the streets and give the children a safe area to travel. The supply bids for the 2021 material supply contracts were presented and approved by the public works committee and will be presented to council at the January 7, 2021 council meeting for councils approval. Public Works Director, Michael Bonner said additional carts have been received and they will be distributing them to the residents at the housing authority that had not previously received them. There will be additional carts available for purchase. The new holiday scheduling has been going well. City Engineer, Amanda Hicks reported they have submitted 60% to ARDOT for the Ten Mile Bayou Project and are awaiting approval. Lehr Street Bridge ARDOT will be ready for bidding in the spring. Rich Road Bridge next policy committee meeting is in February it will have to be voted on to be on the MPO in order to use highway infrastructure funding. Keep West Memphis Beautiful- It was suggested that dumpsters be put out in the spring and fall months to allow citizens to use them to clean up, since it worked well last year. APPOINTMENTS: NONE ANNOUNCEMENTS: City Clerk, James Pulliaum announced that the Arkansas Municipal League Annual Winter Conference will begin next week January 13, 2021 it will be virtual conference. Anyone who is interested in participating in the conference should go online and register. City Clerk, Pulliaum announced that the Statement of Financial Interest is due by January 31, 2021 for all elected officials and Commission Members. The Statement of Financial Interest should be turned into the City Clerk's office. City Clerk, Pulliaum said once everything is finalized with the upcoming election date anyone interested in running for the Council position should pick up paper work from the County Clerk's office and return paper work to the County Clerk's Office. Council Member Mohammed asked had any final decision been reached in regards to Reverend Banks request from Bethel AME church regarding the purchase of the old Fire Station # 3 facility. Mayor McClendon said no decision had been reached he has advised Reverend Banks to meet with Council Members to discuss it further. Mayor McClendon said they would also need to have the City Attorney, Stephenson to do some research on the matter. Mayor McClendon announced that he has selected Assistant Fire Chief, Dewayne Rose to fill the position as Grant Writer/ Emergency Management Director. Chief Rose has already been assisting the City with the handling of investigations and grant writing in the past. Mayor McClendon announced that Battalion Chief, Barry Ealey will be the new Fire Chief for the City of West Memphis Fire Department. Chief Ealey thanked Mayor McClendon for the opportunity to represent the City of West Memphis Fire Department and promised to lead with the up most transparency and solidarity. PRESENTATIONS: NONE a I 3 CITIZENS REQUEST: NONE Having no further business to come before the City Council, Council Member Croom made the motion, seconded by Council Member Wheeless to adjourn. Upon voice vote, the voting was unanimous. The meeting adjourned at 1:40 p.m. PASSED and APPROVED this 21 St day January 2021. Vt.(aa). V-(e ",- MARCO MCCLENDON, MAYOR 'IT : JAMES PULLIAUM, CI CLERK Minutes prepared by, Patricia Lane, Sr. Deputy City Clerk 1 • . 0 MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1330731 Chicago, IL.60661 Contract Number: USC000002889 Contract Modifier: R02-SEP-20 10:59:16 G , (888)325-9336 1L Date: 12/11/2020 Company Name:WEST MEMPHIS,CITY OF Required P.O.: Customer# : 1000191271 Attn: Bill to Tag# : Billing Address:626 EAST BROADWAY Contract Start Date : 01-Jan-2021 Contract End Date : 31-Dec-2021 City, State, Zip:WEST MEMPHIS ,AR,72301 Anniversary Day : Dec 31st Payment Cycle :ANNUALLY Customer Contact: JOEL JOHNSON PO# : Phone: (870)732-7652 Qty Service Name Service Description Extended Amt LSVOOQ00572A LOCAL DEVICE SUPPORT $36,423.84 SVCO1SVC1424C ONSITE RESPONSE-LOCAL DISPATCH-STANDARD $8,135.00 Subtotal-Recurring Services $44,558.84 Subtotal-One-Time Event Services Tax $4,790.08 Iota $49,348.92 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE,TO BE VERIFIED BY MOTOROLA SPECIAL INSTRUCTIONS: 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. ll e'o c L[��1� V")Zagniiof O� � l AUT ORIZED CUS MER SIGNATURE TITLE DATE /lacCca A- C l:A_ofotl.. CUSTOMER (PRINT NAME) I14 , ; 12/11/2020 MOTORORE ..ESENTATIVE SIGNATURE TITLE DATE M � ( ) Phillip Jackson 8703299509 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1330731 Chicago, IL. 60661 Contract Number: USC000002889 IContract Modifier: R02-SEP-20 10:59:16 (888) 325-9336 Company Name : WEST MEMPHIS, CITY OF Contract Number : USC000002889 Contract Modifier : R02-SEP-20 10:59:16 Contract Start Date : 01-Jan-2021 Contract End Date : 31-Dec-2021 1 1 1 ii 10 MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1330731 Chicago, IL. 60661 Contract Number: USC000002889 Contract Modifier: R02-SEP-20 10:59:16 i (888)325-9336 lir 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. I4.2 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. Section 5.EXCLUDED SERVICES 5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal,customary, intended,and authorized manner;use not in compliance with applicable industry standards;excessive wear and tear;or accident,liquids,power surges, neglect,acts of God or other force majeure events. 5.2 Unless specifically included in this Agreement,Service excludes items that are consumed in the normal operation of the Equipment,such as batteries or magnetic tapes.;upgrading or reprogramming Equipment;accessories,belt clips,battery chargers,custom or special products,modified units,or software;and repair or maintenance of any transmission line,antenna,microwave equipment,tower or tower lighting,duplexer,combiner,or multicoupler. Motorola has no obligations for any transmission medium,such as telephone lines,computer networks,the intemet or the worldwide web,or for Equipment malfunction caused by the transmission medium. 111 • 0 MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1330731 Chicago, IL. 60661 Contract Number: USC000002889 Contract Modifier: R02-SEP-20 10:59:16 (888)325-9336 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 11 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 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. • 0 MOTOROLA SOLUTIONS SERVICE AGREEMENT 500 W Monroe Street Quote Number : QUOTE-1330731 Chicago, IL. 60661 Contract Number:lUSC0000028 Contract Modifier: R02-SEP 20180:59:16 9 ib (888)325-9336 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 govemmental 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. 17.3 Failure to exercise any right will not operate as a waiver of that right,power,or privilege. SERVICE AGREEMENT ri)• MOTOROLA SOLUT/ONS L500 W Monroe Street Quote Number : QUOTE-1330731 Chicago, IL. 60661 Contract Number: USC000002889 Contract Modifier: R02-SEP-2010:59:16 (888)325-9336 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. s 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 June 16,2018 1! 11 .,W.00*-'"4-9 Ili ill L RECEIVED r