11-15 Exhibits to Resolution Awarding Contract for 911 System Maintenance and Repair.pdf

Exhibit “A”

TERMS AND CONDITIONS JOHNSTON COMMUNICATIONS (“Johnston”), a division of Johnston G.P., Inc. and the TOWNSHIP OF WEST ORANGE (the “Customer”) (collectively the “Parties”) hereby agree to the following terms and conditions of this Maintenance and Services Agreement (the “Agreement”): 1, MAINTENANCE OBLIGATIONS. Johnston hereby agrees to service and maintain the described system hardware and software in accordance with the following provisions: Within twenty-four (24) hours of the Customer’s request, Johnston will provide regular repair of malfunctions which originate within the hardware or software. Within three (3) hours of the Customer’s request, Emergency service involving a hardware or software outage of all or a substantial part of the installed system, except that all service will be rendered between 8 AM and 5 PM Monday through Friday unless otherwise expressly requested. Work provided between 5 PM and 8 AM Monday through Friday or weekends and holidays at the customer’s request will be billed at the then applicable overtime hourly rate with a minimum of (4) four hours. Software patches and updates within the installed generic software release that are deemed necessary to keep the maintained system in good working condition that require the system to be made unavailable for use installed during 8 AM and 5 PM will be non- billable, but labor performed at the customer’s request between 5 PM and 8 AM will be billable at the then applicable overtime hourly rate with a minimum of (4) four hours. During service visits, Johnston will replace necessary parts on an exchange basis without charge, however, if parts are no longer manufactured and alternate standard replacement parts are not available, requiring alternate repair parts to be specially made, Customer agrees to pay the difference between the cost of the standard replacement part, when last available from the manufacturer, and the actual cost of the specially made part to Johnston. Upon manufacturer retirement of a product or application where Johnston is no longer able to obtain hardware or software support, the customer will be notified of the retirement and will be given the option to either remove the product from the maintenance contract or replace the product or application with the new market current product or application at market current prices without affecting the terms and price

remove the product from the maintenance contract or replace the product or application with the new market current product or application at market current prices without affecting the terms and price of the maintenance contract provided the replacement is like for like. If the customer does not request the necessary upgrades made available due to manufacturer retirement of products, Johnston Communications reserves the right to cancel and terminate this contract upon written notice.

© This Contract does not cover the replacement of parts lost, stolen, damaged by accident, negligence, or causes other than ordinary use, nor does it cover repair or damage caused by the failure of battery back-up or UPS systems. * UPS system coverage (if applicable) only includes manufacturer warranty. Replacement battery packs required due to battery pack failure during the maintenance contract coverage period will be purchased separately. e Maintenance does not include labor and material cost of additions to, rearrangements, relocations, upgrades, or removal of equipment. * If persons other than Johnston representatives perform maintenance or repair of the equipment, and Johnston is required to restore the equipment to good operating condition by reason thereof, all labor and material associated with these repairs wil! be billable, and Johnston reserves the right to cancel the maintenance contract without refund. » Ifthe Customer requests service outside the scope of this Contract, such repair or services will be furnished at Johnston’s applicable rates for time and materials then in effect. ¢ Inthe performance of all of these various services, Johnston shall have, and the Customer hereby grants, full and unrestricted access to the premises on which the equipment is located. 2. PAYMENT. The fees for maintenance and service under the Agreement shall total $41,407.24 to be paid on a monthly basis at $1,725.30 per month (the “Monthly Rate”). On the first day of each month, Johnston shall issue an invoice to Customer for the Monthly Rate of $1,725.30. Payment shall be due on the twentieth (20") day of cach month. For services requested between 5 PM and 8 AM Monday through Friday or weekends and holidays, the above terms and conditions apply and additional labor charges will be added to the next issued invoice for payment by Customer. If equipment is added to the described system subsequent to commencement date of services, a new monthly charge will be computed to take into account the increased cost of servicing and maintaining the equipment added. However, such additional maintenance charge for added equipment will not take effect until the expiration of the warranty period applicable to that equipment. 3. TERM. This Agreement shall become effective upon execution by the Mayor of the Township of West Orange, following approval by resolution of the

of the warranty period applicable to that equipment. 3. TERM. This Agreement shall become effective upon execution by the Mayor of the Township of West Orange, following approval by resolution of the Township Council for the Township of West Orange Township (the “Effective Date”). All Service shail be provided for a term of two (2) years commencing on January 1, 2015 through December 31, 2016 (the “Term”). 4, EARLY TERMINATION. Customer may terminate this agreement upon thirty (30) days notice to Johnston that Johnston’s performance has not been satisfactory to the Customer. In the event the Customer fails to make timely payments as required under this Agreement, or in the event that the Customer terminates this Agreement prior to the expiration of the contract period, then the Customer agrees to pay Johnston all amounts due and owing up to the termination of the

Agreement and payment for the additional thirty (30) days during which time Johnston will continue providing service under the terms of this Agreement for the thirty (30) day period. 5. INCORPORATION OF STATE CONTRACT. All other terms and conditions of this Agreement shall incorporate the terms and condition of the Request for Proposal promulgated by the New Jersey Department of the Treasury, Division of Purchase and Property annexed hereto as Attachment “A.” Johnston shall be bound to Customer under the terms and conditions provided therein, 6. NOTICE. Any notice required or permitted to be given under this Agreement shall be in writing and shail be sent by certified mail, return receipt requested, or by overnight courier, to: For Customer: Township of West Orange 66 Main Street West Orange, New Jersey 07052 Attention: Anne Desantis, Purchasing Agent With a copy to Richard D. Trenk, Esq. Trenk, DiPasquale, Della Fera and Sodono, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 For Johnston: Johnston Communications c/o Airbus DS Communications 322 Belleville Turnpike North Arlington, NJ 07031 Attention: Michael Quiroga. IN WITNESS WHEREOPF, the Parties have caused this Agreement to be executed and effective as of the Effective Date described above. JOHNSTON COMMUNICATIONS By: alpe LPiwhng A. 0 tyr Dated: /2/y 2014 Name: due marKnv Title_SEA tof Vice = TEE (hen t

TOWNSHIP OF WEST ORANGE By: Mayor Robert D. Parisi Township of West Orange Attest: Karen J, Carnevale, R.M.C, 4852-9040-1056, v. 1 Dated: » 2014

Attachment “A”

Request for Proposal 13-X-22183 For: Radio Communication Equipment and Accessories (T-0109) Event Date Time Bidder’s Electronic Question Due Date Jan. 10, 2012 5:00 PM (Refer to RFP Section 1.3.1 for more information.) Optional Pre-Proposal Conference N/A N/A (Refer to RFP Section 1.3.5 for more information.) Optional Site Visit (Refer to RFP Section 1.3.4 for more information.) N/A N/A Proposal Submission Due Date Feb. 10, 2012 2:00 PM (Refer to RFP Section 1.3.2 for more information.) Dates are subject to change. All changes will be reflected in Addenda to the RFP posted on the Division of Purchase and Property website. Status Category Not Applicable Small Business Entire Contract I Set-Aside II Partial Contract Subcontracting Only III RFP Issued By Using Agency/Agencies State of New Jersey State of New Jersey Department of the Treasury Cooperative Purchasing Members Division of Purchase and Property Trenton, New Jersey 08625-0230 Date: Dec. 15, 2011

Table of Contents 1.1 PURPOSE AND INTENT .......................................................................................................................................................... 5 1.2 BACKGROUND......................................................................................................................................................................... 6 1.3 KEY EVENTS ............................................................................................................................................................................ 7 1.3.1 ELECTRONIC QUESTION AND ANSWER PERIOD ....................................................................................................... 7 1.3.2 SUBMISSION OF PROPOSAL ......................................................................................................................................... 7 1.3.3 ELECTRONIC BIDDING (EBID) ....................................................................................................................................... 7 1.3.4 OPTIONAL SITE VISIT ..................................................................................................................................................... 8 1.3.5 OPTIONAL PRE-PROPOSAL CONFERENCE................................................................................................................ 8 1.4 ADDITIONAL INFORMATION................................................................................................................................................... 8 1.4.1 ADDENDA: REVISIONS TO THIS RFP............................................................................................................................ 8 1.4.2 BIDDER RESPONSIBILITY .............................................................................................................................................. 8 1.4.3 COST LIABILITY ............................................................................................................................................................... 8 1.4.4 CONTENTS OF PROPOSAL............................................................................................................................................ 8 1.4.5 PROPOSAL OPENING