HomeMy WebLinkAboutContracts & Agreements_55-96_CCv0001.pdf FROM= :MOTOROLA CONrRRCrS 629 sae
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Communications System Agreement
THIS AGREEMENT, made and entered into this second day of
July 1996, by and between Motorola .Inc., a Delaware
corporation, hereinafter referred to as "MOTOROLA" or "Seller", and
CITY OF REDLANDS, CALIFORNIA, 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.
i
Exhibit A General Provisions datedanu
J ary, 1987 consisting of seven (7)
pages and nineteen (19) sections.
Exhibit B MOTOROLA Software License.
Exhibit C MOTOROLA Proposal including Acceptance Test Plan,
Equipment List and Statement of Work dated, February 16, 1996.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants contained herein, the parties agree as follows:
Section 1 SCOPE OF WORD
A. MOTOROLA shall furnish all of the equipment as outlined in Exhibit C, and I
provide such tools, supplies, labor and supervision necessary for the
installation for those items purchased to be installed as detailed in Exhibit C
for a Communications System.
B. PURCHASER shall in addition to responsibilities described in the Statement
of Work included in Exhibit C of 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.
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rRur =r,u L-MJL--a trUNTRPCTS 513 S30 8443 1SSG I
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Communications System Agreement
(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.
(5) Provide a designated work area with adequate heat and light, and a
secure storage area for equipment delivered to the PURCHASER. The
PURCHASER shall be solely liable for loss or damage to equipment
prior to, during and following installation when such equipment is on
or within PURCHASER'S facilities and/or vehicles.
a
Section 2 SITES
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 longei available or desired,
new or replacement sites or configuration will be selected and approved by both
MOTOROLA and the PURCHASER. 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 SUBSURFACE/STRUCTURAL CONDITIONS
This Agreement and the MOTOROLA proposal are predicated upon normal soil
conditions defined by E.I.A. standard RS-222 (latest revision). Should MOTOROLA
encounter subsurface, structural, and/or latent conditions at any site differing from
those, indicated on the specifications, or as used in the preparation of the bid price,
the PURCHASER will be given immediate notice of such conditions before they are
further disturbed. Thereupon, MOTOROLA and the; PURCHASER shall promptly
investigate the conditions and, if found to be different, will adjust the plans and/or
specifications as may be necessary. Any changes which cause an adjustment in the
contract price or in time required for the performance of any part of the contract
shall result in a contract modification in accordance with Section 4 of the General
Provisions.
Section. 4 PERIOD OF PERFORMANCE
A. MOTOROLA shall complete the work in accordance with the following
schedule;
(1) Delivery date of equipment
(2) Completion of installation
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Communications System Agreement
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(3) Final Acceptance/Completion of Acceptance Test
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 thisproject, shipments will
be made F.O.B. Destination to PURCHASER facilities, local MOTOROLA
staging facilities, warehousing facilities, or any combination thereof, It is
agreed that this plan is acceptable to PURCHASER and that MOTOROLA will
advise prior to shipment of actual destination and that purchaser will accept
shipment, and make payment as required by this Agreement.
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. 1
Section 5 ACCEPTANCE CRITERIA !
A. MOTOROLA has included an Acceptance Test,Plan ("ATP-) which has been
agreed to by both parties either in writing prior to this Agreement or by
execution of this Agreement and is a part of Exhibit C to this Agreement.
The successful completion of the ATP 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 a
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. i The use of the equipment for
its intended purpose shall be deemed toi have occurred when the
PURCHASER commences to use and rely primarily on the equipment for its
communications.
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
subsystem thereof be delayed for reasons beyond MOTOROLA'S control that
final payment for the subsystem or system shall become due net
thirty days and warranty or maintenance shall
PURCHASER by MOTOROLA ��
commence upon notice(3
I
Communications Sy-stem Agreement
r
Section 6 PAYNENT SCHEDULE
A. MOTOROLA agrees to sell all of the equipment and perform the services as
outlined in the Scope of Work and in Exhibit C, and PURCHASER agrees to
z buy the aforementioned equiprnent and seri=ices for the sum of3Lj_. 4..9
(Two hundred thirty-six thousand, eight hundred fifty-four d U r .
B. The PURCHASER shall make payments to MOTOROLA as follows:
20% of total contract upon execution of the contract;
7O1lo of total contract upon delivery of equipment to designated
location,
10% of total contract upon completion of final acceptance.
C. In the event of failure or delay by the PURCHASER in providing sates, space,
approvals, licenses, or any other PURCHASER obligations required preceding
delivery of MOTOROLA equipment, it is agreed that MOTOROLA, at its sale
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 7 PROJECT MANAGEMENT {
A. If the size or complexity of the project warrants, MOTOROLA will assign a
Project Manager, who is authorized to exercise technical direction of this
project. MOTOROLA, at any time, may desi to a new or alternate Project
Manager without written notice. i
B. All matters affecting the terms of this Agreement or the administration
MOTOROLA'S shall be referred to OTOROLA`S co , "zant Contract Administrator
who shall have authority to negotiate changes an or amendments to this
Agreement.
Section 8 NOTICE ADDRESSES
A. .MOTOROLA, INC.
9980 CARROLL CANYON ROAD
SAN DIEGO,CA 92131-1186
ATTN. comriAcTs AND COMPLIANCE DEPARTMENT
B. PURCHASER
ATTR: MUNICIPAL UTILITIES DEPARTMENT
CITY OF REDLANDS
REDLANDS, CA 93373
4
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CONTRACTS 619 S30 8443 w•~ �
1996.06'2Q 07=S6 48S2 P.06 20
Communications System Agreement
Section 9 ORDER OF PRECEDENCE
In the event of an inconsistency in this Agreement, the inconsistency shall be
resolved in the following order: f
Exhibit A General Provisions dated January, 1957 consisting of six (6) pages
i and nineteen (19) sections.
Exhibit B MOTOROLA Software License.
Exhibit C MOTOROLA Proposal including Acceptance Test Plan,
Equipment List and Statement of Work dated, February 16, 1996.
Section 10 DISPUTES
MOTOROLA and the PURCHASER will attempt to settle any claim or controversy
arising out of this Agreement through consultation and negotiation in good fait
and a spirit of mutual cooperation. If those attempts fail, then the dispute will be
mediated by a mutually acceptable mediator to be chosen by MOTOROLA and the
PURCHASER within thirty (30) days after written notice by one of the parties
demanding non-binding mediation. Neither one of the parties may unreasonably {
withhold consent to the selection of a mediator, and MOTOROLA and the
PURCHASER will share the cost of the mediation equally. By mutual agreement,
however. MOTOROLA and PURCHASER may postpone mediation until both
Parties have completed some specified but limited discovery about the dispute. The
parties may also agree to replace mediation with some other form of non-binding
alternate dispute resolution procedure ("ADR").
f
Any dispute which cannot be resolved between thearties through gh negotiation or
mediation within two (2) months of the date of the initial demand for it by one of
the parties may then be submitted to a court of competent jurisdiction in Illinois.
Both MO'T'OROLA and PURCHASER, consent to jurisdiction over it by such a court.
The use of any ADR,procedures will not be considered under the doctrine of laches,
waiver or estoppel to affect adversely the rights of either
party. Nothing shall
prevent either of the parties from resorting to the judicial proceedings mentioned in
this paragraph if (a) good faith efforts to attempt resolution of the dispute under
these procedures have been unsuccessful or (b) interim relief from the court is
necessary to prevent serious and irreparable injury to one of the parties or others.
Section 11 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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Communicatfons System Agreement
Section 12 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 13 FULL AGREEMENT
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. This Agreement may not be altered, amended,
or modified except by written instrument signed by the dully authorized
representatives of both parties.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized representatives as of the last day and year written
below.
CITY OF REDLANDS
MOTOR PINI C. PUR ER
By:
(Signature) (Signature)
Name: 42f Name: Swen Larson
(Print- Block Letters) (print-Block Letters)
LZL
Title: _ i max{ Title: Mayor(Print- Block Letters) - — (Print- Block Letters)
Date.
Date: July 2, 1996
ATTEST:
By:
Title: —L-0rrie Poyzer, City Clerk
i
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ROM :MOTOROLA CONTRACTS 619 650 8443
1996,06-20 07:57 #e52 P-08/20
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EXHIBIT A
GENERAL PROVISIONS DATED JANUARY, 1987
MOTOROLA, INC,
Section 1 STANDARDS OF WORK
MOTOROLA agrees that the performance of work described in this Agreement and
pursuant to this Agreement shall be done in a professional manner and shall
confornn to professional standards. All packaging and packing shall be in accordance
with good commercial practice.
Section 2 TAXES
The prices set forth in the Agreemen"e exclusive of any amount for Federal, State
or Local excise, sales, lease, gross income service, rental, use, property, occupation or
similar taxes. If any taxes are determined applicable to' this transaction or
MOTOROLA is required to pay or bear the burden thereof, the PURCHASER agrees
to pay to MOTOROLA the amount of such taxes and any interest or penalty thereon i
no later than THIRTY (30) DAYS after receipt of an invoice therefor.
Section 3 SHIPPING, TITLE AND RISK OF LOSS
All sales and deliveries are F.O.B. Destination. MOTOROLA reserves the right to
make deliveries in installments and the Agreement shall be severable as to such
installments. Title to the equipment shall pass to the PURCHASER upon delivery
to the F.O.B. Point. After delivery to the F.O.B. Point, risk of loss and damage to the
articles shall be borne by the PURCHASER. The above notwithstanding title to
software and any third party supplied software shall not pass upon payment of the
license fee therefor or under any circumstances.
Section 4 CHANGES IN THE WORK
A. The PURCHASER may, at any time, by written order, mare changes within
the general scope of the work, including but not limited to revisions of, or
additions to, portions of the work, or changes in method of shipment or
packaging and place of delivery.
B. If any Order under this Section, 4 causes an increase or decrease in the cost of
or time required for the performance Of any part of the work under this
Agreement, an equitable adjustment shall be made in the Agreement price or
delivery schedule, or both, and the Agreement shall he modified in writing
accordingly. MOTOROLA is not obligated to comply with any order
hereunder unless and until the parties reach agreement as to the
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w t-KUM :MOTOROLA CONTRACTS 619 SS30 8443
1396,05'20 07.57 #852 P,09l20
Exhibit A
aforementioned equitable adjustment and same is reflected as an addendum
to this Agreement.
Section 5 LIITTATION 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, is limited to the
price of the particular products sold hereunder with respect to which losses or
damages are claimed. The PURCHASER's sole remedy is to request Motorola at
Motorola's option to either refund the purchase price, repair or replace product(s)
that are not as warranted. IN NO EST WILL MOTOROLA BE LIABLE FOR ANY
LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST
PROFITS OR SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. No
action shall be brought for any breach of this contract more than one (1) year after
the accrual of such cause of action except for money due upon an open account."
Section b EXCUSABLE DELAYS
A. Neither MOTOROLA nor the PURCHASER shall be responsible for delays or
lack of performance resulting from acts beyond the reasonable control of the
party or parties. Such acts shall include,but not be limited to,acts of God; fire;
strikes; material shortages; compliance with laws or regulations; riots; acts of
war; or any other conditions beyond the reasonable control of the party or
parties.
B. Delays as identified herein may cause an impact on the Period of Performance
stated in the Agreement. Such delays will be subject to an Agreement
addendum as described in Section 4.
Section 7 DEFAULT
A. If MOTOROLA is wholly responsible for failure to make delivery or complete
installation under the agreement, the PURCHASER may consider
MOTOROLA to be in default, unless such failure has been caused by the
conditions set forth in Section 6 of these General Provisions.
B. The PURCHASER shall give MOTOROLA written notice of such default and
MOTOROLA shall have THIRTY (30) DAYS to provide a plan of action to
cure said default. If MOTOROLA fails to cure said default, the PURCHASER
may terminate any unfulfilled portion of this Agreement or complete the
system through a third party. In the event the PURCHASER completes the
system through a third party, MOTOROLA shall be responsible for an amount
in excess of the Agreement price, not to exceed the value of the terminated
portion, incurred by the PURCHASER in completing the system to a
capability not exceeding that specified in the Agreement. IN THE EVENT OF
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vrct.:L—rt t..uN 1!•KFiG'TS 519 530 8443
1995>05-20 07:s8 4952 P. 10/20
Exhibit A
DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL,
LIQUIDATED, SPECIAL OR CONSEQUENTIAL DAMAGES.
Section 8 DELAYS BY PURCHASER
If the PURCHASER is responsible for delays which cause the installation and
acceptance of this system as defined in the Agreement, to be rescheduled beyond the
Period of Performance set forth in the Agreement, the PURCHASER shall be liable
for actual costs incurred by MOTOROLA resulting from these delays. Such charges
may include, but are not limited to, additional Engineering; rescheduling charges;
storage charges, maintenance charges; and transportation charges. The
PURCHASER shall have the option to attempt to minimize actual costs incurred by
storing and transporting equipment at its own expense. MOTOROLA reserves the
right to modify payment terms in the event of such delays.
Section 9 LICENSES/AUTHORIZATION
The PURCHASER is solely responsible for obtaining any licenses or other
authorizations required by the Federal Communications Commission and for
complying with FCC rules. Neither MOTOROLA nor any of its employees is an
agent or representative of the PURCHASER in FCC matters or otherwise.
MOTOROLA, however, may assist in the preparation of the license application at no
charge to the PURCHASER. PURCHASER acknowledges that project
implementation is predicated on receipt of proper FCC licensing.
Section 10 INDEMNIFICATION
Motorola, Inc, shall indemnify and hold harmless the City, and its elected
officials, officers, agents and employees, from and against every claim or
demand made, and every liability, loss, damage, or expense of any nature
whatsoever, including attorney's fees and costs, which may be incurred by
reason of:
(a) Liability for damages for (1) death or bodily injury to persons, (2)
injury to, loss or theft of property, or (3) any other loss, damage or expense
arising under either (1) or (2) above, sustained by Motorola, Inc. or any
person, firm or corporation upon or in connection with the work called for
in this agreement, except for liability resulting from the sole negligence or
willful misconduct of the City, or its elected officials, officers, employees and
agents who are directly employed by the City. If Motorola I,nc.'s negligence
combines with the City's negligence to cause damage or injury, the parties
agree that liability will be apportioned as determined by a court of competent
jurisdiction;
(b) Any injury to or death of persons or damage to property caused
by any act, neglect, default, or omission of Motorola, Inc. or any person, firm
3
FROM :MOTOROLA CCNTRRCTS 619 530 644.3
1996,06-20 07:s9852 F.11f20
Exhibit A
or corporation including all damages due to loss or theft, sustained by any
person, firm or corporation, including the City' arising out of or in any way
connected with the work covered by this agreement, whether said injury or
damage occurs on or off City property, if the liability arose from the
negligence or willful misconduct of any one employed by Motorola, Inc.
either directly or by independent contract. If Motorola Inc.'s negligence
combines with the City's negligence to cause damage or injury, the parties
agree that liability will be apportioned as determined by a court of competent
jurisdiction.
(c) Motorola, Inc. at its own expense, cost and risk, shall defend any and
all actions, suits and other proceedings that may be.brought or instituted
against the City, its elected officials, officers, agents and employees, on any
such claim, demand or liability, and shall pay or satisfy any judgment that
may be rendered against the City, its elected officials, officers, agents and
employees in any action, suit or other proceedings as a result thereof.
Section 11 EQUIPMENT COMPATIBILITY
MOTOROLA agrees that the equipment, will perform in accordance with the
specifications and representations stated in MOTOROLA'S Proposal and Equipment
List included in this Agreement. This Agreement does not extend to the
performance of the equipment as a part of a larger system generally nor specifically
to equipment in combination with products, elements or components not supplied
by MOTOROLA.
Section 12 WARRANTIES
A. MOTOROLA. represents and warrants that all products, software, and items
delivered under this Agreement conform in design, materials and
workmanship to the appropriate MOTOROLA Technical Specifications.
MOTOROLA further warrants that their products, software, and other items
will interact according to the specifications contained in �f the ATI'
Motorola
Statement of Work and Equipment List. Successful completion
shall constitute full compliance with and fulfillment of this warranty.
B. Hardware Warranty: MOTOROLA radio communications products are
warranted to be free from defects in material and workmanship for a period C,
of ONE (1) YEAR, except for crystal devices, channel elements, high stability t
oscillators (other than reference oscillators used for frequency synthesis which
are warranted for one (1) year) and crystal filters, which are warranted for a
period of TEFF (10) YEARS from the date of shipment. farts, including
crystals and channel elements, will be replaced free of charge for the full
warranty period and the labor to replace defective parts will be provided for;
ONE HUNDRED AND TWENTY (120) DAYS from the date of acceptance or
upon beneficial use of the respective equipment, whichever is sooner.
4
FROM :MOTOROLA CONTRACTS 619 530 8443 1996>06-20 07:59 #852 P.12/20
Exhibit A
the
Thereafter, the
IPLLTRCI4ASER must pay for the labor involved in repairing
ith any
the arts at the prevailing rates together service is
product or replacing p
transportation charges to or from. the place where warranty {
provided. This express warranty is extended by Ivl{JTOROLA,
1nc., 1301 E.
Schaumburg, Illinois 60196, to the original purchaser merc al,
Algonquin Road,
and only to those purchasing for purpose of leasing or solely for co
industrial, or governmental use.
The
warranty for software, if any, shall be governed by
C. Software Warranty: tY
the separate softwaTe license agreement set forth in Section 14,
EXPRESS WARRA 'TIES CONTAIN-ED INTHIS AORIZOANT ES,
D. IN LIEU OF ALL OTHER
AGREEMENT A� � V RICH SPECIFICALLY EXCLUDED
EXPRESS OR IMPLIED, TIES OF
INCLUDING, WITHOUT LIMIT FOR
A pARTIICU WARRANTIES
IN
MERCHANTABILITY AND FITNESS FOR
NO EVENT SHALL MOTOROLA BE LIABLE FOR XTENT SUCH INCIDENTALY BE
OR C4NSEt�L1ENTS�LIWL DAMAGES TO THE FI71-L
DISCL,AII+&D BY LA
E. In the
event of a defect, malfunction or failure to conform specifications
by
established by MOTOROLA, g the appropriate.own, MOTOROLA, at its option,
MOTOROLA in writing, during p rice thereof,
will either repair or replace the product
hall the purch
thse L extent of
and such action an the part Of MOTOROLA
MOTOROLA'S liability hereunder.
This warranty is void if:
a product is used in other than its normal and customary manner;
{ ) the
{b} the product has been subject to misuse, accident, neglect or damage;
(c) unauthorized alterations or repairs have been made, or unapproved'
parts used in the equipment.
uf
This warranty extends only to in products; se each radio are excluded
systemb s.
F. Thi t'y
carry their own separate limited warranty. Because e operation of
unique, MOTOROLA disclaims liability for range, coverage, or
the system as a whole under this warranty. Non-mOTOR.OLA anufwarranttuney
productsare excluded from this warranty, but subject lied to the
provided by their manufacturers, a er
PURCHASER on specific written request, of which will be supp
FROM :MOTOROLA CONTRACTS Sig 530 8443 1996,06-20 05:00 #852 P-13/20
Exhibit A
In to obtain performance of this warren , the PURC171ASER must
ty
G. alesperson or MOTOROLA at the address first above
contact its MOTOROLA s
showattention Quality
Section 13 Assurance Department-
CONFIDENTIAL INFORMATION
with the
will be released in accordance
MOTOROLA proprietaly computer programsAll other material
s set forth elsewhere,,if applicable-
Software License Provision '40TOROLA pRopRIETARY and
marked and information Of confidential nature ma conditions:
necessary under the following
CONFIDENTIAL will be released as
HASER shall exercise reasonable and prudent measures to keep
(1) PURC
these items in confidence.
these items to thixcl Parties without
(2) pURCHASER shall not disclosepublic or
permission, unless MOTOROLA makes them
prior written learns them rightfully from sources independent of
MOTOROLA, or it is required by law to be disclosed.
(3) MOTOROLA, where necessary, retains the right to prescribe specfic
PURCHASER to follow to maintain e
security measures for the
confidentiality-
arate Non-Disclosure
In the event disclosure of such information is necessary, a Sep
Agreement will be required.
Section 14 SOFTWARE LICENSE
MOTOROLA items of equipment
ill in the course of the transaction for the or
W ,
entified in the jT
Agreement, deliver to pRC14ASER, on a censed basis, one
r f all liproduct.progr
idams, by
roduct Program)- Delivery 0
more computer programs of same by PURCH13 attacASER shall bre de only under the
MOTOROLA and acceptance hed hand made a part
as contained in Lubense
terms and conditions d in Exhibit B
hereof. The terms and conffitioothe Agreement contained
shall survive the completion of the Agreement-
Section 15 PATENT INDEMNIFICATION
MOTOROLA agrees to defend, at its expense, any suits against pLTRCHASEF, base&
upon a claim that any products furnished hereunder directly infringes a U.S. patent
awarded in any such suit'!
or copyright, and to Pay costs and d
amagesfinally OTOROLKS�MOTOpd that OLA is notifiepromptly in writing and at M
provide control of said suit and all requested assistance fot
given er is
request and expense is 9 product(s) furnished hereund
defense Of same, If the use or sale of any suchits option and at no expense to
enjoined as a result such suit, MOTOROLA, at or sell said product(s) or
PURCHASER, obtain PURCHASER the right to use
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FROM :MOTOROLP CONTRFCTS 619 530 8443 1996,06-20 08=00 #852 P. 14t20
Exhibit A
shall substitute an equivalent product or products reasonably acceptable to
PURCHASER and extend this indemnity thereto or shall accept the return of said
P
xoduct(s) and reimburse PURCHASER the full purchase price therefor, less a
arid
tear. This indemnity does not extend to
reasonable charge for reasonable wear a
any suit based upon any infringement or alleged infringement of any patent or
copyright by the combination of any product(s) furnished by N10TOROT-A andfer
elements nor does it extend to any product(s) of PURC'Fi��SER S design or formula.
Section 16 DISCLAIMER OF PATENT LICENSE
Nothing contained in this Agreement shall be deemed to grant, either
directly or by
stent
implication, estoppel, or otherwise, any license under any pstents P
applications of MOTOROLA, except h ttis implied, or
SRshall have the normal non-
otherwise arises by operation
exclusive royalty-free license to use t p
of law, in the sale of a product.
Section 17 WAIVER
Failure or delay on the part of MOTOROLA or PURCHASER to exercise right or
power hereunder shall not operate as a waiver thereof.
Section 18 GOVERNING LAW
verned by and construed in accordance with the laws of
This Agreement shall be go
the State of California
Section 19 ASSIGNABILITY
The Agreement may not be assigned by either party hereto other
course
MOTOROLA
f business.OO A
may assign this order to one of its Subsidiaries as in the norma
Section 20 ATTORNEY FEES
In the event any action is commenced to enforce or interpret the terms or
conditions of this agreement the prevailing party in such action shall, in
addition to any costs and other relief, be entitled to the recovery of its
reasonably attorneys' fees.
Section 21 PUBLIC WORDS - PREVAILING WAGES
Motorola, Inc. understands, acknowledges and agrees that the work to be
performed by Motorola, Inc. pursuant to the terms of this agreement may
constitute a "public work" as defined in California Labor Code Sections 1720
et. seq. and that Motorola., Inc. shall comply with all laws, rules and
lic works including,
but not limited to, the
regulations governing pub
pa ent of wages at the general prevailing rate in accordance with California
7`
FROM :MOTORCLA CONTRACTS 619 S30 8443 1896,06-20 08:01 #8S2 P.1S/20
Exhibit A
a. Motorola, Inc- shall defend, indemnify and
Labor Code Sections 1770 et seq. and all costs, damages,losses, claims,
hold City harmless from and against any ut of or occur in connection tions-
with
actions and liabilities that may arise 0
Motorola, Inc-'s failure to comply with such laws, rules and regula
Section 22 WORKERS, COMPENSATION
In accordance with the
provisions of SectiorL 3770 of the Calif orniaployeesLabor.
f comp for its em .
file
with theo Code, Motorola shall secure City thefollowinog certificate prior
Motorola, Inc. shallsign andof rovisions
to performing the work under this Agreement: -I am aware
equire every employer toe
bepinsured
of Section 3770 of the Labor Code which r ,
r workers' compensation or to undertake self insurance in
against liability for
provisions of that code, and I will comply with such
accordance with f the work of this contract."
provisions before commencing the performance o
Section 23 PROVISIONS REQUIRED By LAW DEEMED INSERTED
law and clause required by law to be A
edh and every provision OfEac all be deemebertanthis reement
this agreement shall were in
herein and, if through
shall be read and enforced as though it
such provision is not inserted or is not inserted
mistake or otherwise, any s nt shall
party this Agreement
correctly, then upon application of either par
forthwith be amended to make such insertion or correction.
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FROM :MUTURULH UUNTRHOT5 615 530 8443 1556,06-20 06:01 ##852 P.16I20
Exhibit A
e ct o e an no -c n ut' a 'ns ra ce r If-` e
a%nEai�ne� a
M.
l:
9
FFEC7M_ :MU 1 utul.-H �„dJIV 1 KHI.!5 b1 5. 1a e � 1996,06-20 09:01 #8S2 P.17/ 0
Exhibit B
MOTOROLA EMU-USER SUFI`WARE LICENSE AGREEMENT
This Software License Agreement is between Motorola, Inc. ("Motorola"), having an
office at 1301 East Algonquin Road, Schaumburg, Illinois 60196, and0 t-
r ("Licensee") located at
1. Scgps. Licensee may acquire from Motorola's Land Mobile Products Sector .
("LMPS") radio communication products ("Products") that contain embedded or
pre-loaded Motorola software such as in a ROM, PROM, or EPROM, or other
Motorola software provided on media such as a floppy disk, tape, diskette, or CU-
ROM. All such software (including Radio Service Software and FLASHportfl
Software) is referred to as "Motorola Software." This Agreement contains the terms
under which Licensee may use Motorola Software acquired from LMPS.
2. Grant of License. Motorola hereby grants to Licensee a personal, non-exclusive
license under Motorola's applicable proprietary rights to use Motorola Software in
accordance with the terms of this Agreement.
3. Limitations on Use. Licensee may use Motorola Software only for Licensee's
internal business purposes and only as described in the Motorola Software or
Product documentation Any other use of Motorola Software is strictly prohibited
and willbe deemed a breach of this Agreement. Licensee may not copy,modify,
adapt, merge with other software, reverse engineer, or disassemble any Motorola
Software for any reason, except that Licensee may make at most two copies of
Motorola Software provided with infrastructure equipment for back-up purposes.
Licensee must purchase a copy of Radio Service Software for each site at which
Licensee uses Radio Service Software; Licensee may make one additional copy for
each computer owned or controlled by Licensee at each such site. Licensee may
temporarily use Radio Service Software on portable or lap-top computers at other r
sites. Prior to acquiring any Radio Service Software or upon Motorola`s request,
Licensee must provide a written list of all sites where Licensee uses or intends to use
Radio Service Software. Licensee must reproduce all Motorola copyright and
trademark notices on all copies of Motorola Software.
nsf . If Licensee transfers ownership of Products to a third party, Licensee
may assign its rights to use Motorola Software (other than Radio Service Software
and FLASHport& Software) embedded in or furnished for use with those Products
provided that (a) Licensee transfers all copies of such Motorola Software to the new
owner and. (b) Motorola receives a transfer farm (which Motorola will provide upon
request) completed and signed by the new owner. Otherwise,Licensee may not
transfer or make available any Motorola Software to any third pasty.
5. ershit�and Title. 'Title to all copies of Motorola Software in any form,
including all rights in patents, copyrights, trade secrets, and other intellectual
properties, remains vested exclusively in Motorola.
t
FROM :MU I UKUL"
Exhibit B
6. t'��,�,fid _li Licensee acknowledges that ets andMotorola that unauthorized
valuable ppropnetary information and trade sect
ation distribution, modification, reverse engineeringlable harm or
dissemination,
other improper use of Motorola Software will result u� urep Licensee
Motorola fox which monetary damages would b those Of inadequate-
employees and gents who need
will limit access to Mott r for la Software
see`sointernal business purposes, and Licensee
to use Motorola Soft�+�+
those employees and agents to preserve the
will take appropriate action with
confidentiality of Motorola Software.
a tr No maintenance or support is provided under this
7. M�_.aitt. nce aS '
will be provided under a
Agreement. Maintenance or support, uavaila A'regiment.
Motorola Software Maintenance and Support g
an . For the first 120 days after initial shipment off Motoroawill
$. Limit� ankv
Software, Motorola warrants that the Motorola software, when sedproperly.
be free from reproducible defects that materially vary published
Motorola does not warrant that Licensee's use of at Motorola Motorola
specifications- ted,ftware or the Products meet Licensee s particular f requirements.
Software or the Products LICENSEE'S SOLE REMEDY,FOR ANY
MOTOROLA'S TOTAL LIABfI�[TYWIALLfD. E LIMITED
TO, AT MOTOROLA'S
BREACH OF WARRANTY
OPTION, REPAIR OR REPLACEMENT OF MOTOROUP TO LA SOFTWARE T p TO
PAYMENT OF LICENSEB'OTORC}t,A S ACTUAL SOFTWARE THE INDIVIDUAL
MOTOROLA FOR THE NI
BCH MOTOROLA SOFTWARE IS EMBEDDED
O� FOR
�T
PRODUCT IN .WARRANTY EXTENDS ONLY
WHICH IT WAS PROV"TIIED. THI
LICENSEE; SUBSEQUENT TRANSFEREES MUST ACCEPT S MOTOROLA
KIND-
SOFTWARE "AS IS AND � NO WARRANTIES
MOTOROLA II ALL OT'IIEIt I,VAgNANTIES, EXPRESSOR
I+I
MOT S OF MERCHANT
INCLUDING THE IMPLIED W i
FI'T'NESS FOR A PARTICULAR PURPOSE.
it ' o L 'bi . JIZ I TC}EVENT W G MEVEN IF ADvTSE D O F�
. �� w- GES �N IF
INCIDENTAL OR
STC.IOH DQUEN DAI IA
POSSIBILITY OF
10. +
T ati n. Licensee's right to use Motorola Software will
Wither
when Licensee sends a duly executed copy of Agreement Licensee
r Motorola p'11
otorola r a fially executed Agreement to Licensee or {b)
{a) M Motorola Software to Licensee, `^'
Motorola Software or a product containing
g ,s right to
continue in perpetuity unless terminated as follows. Licensees ant
Motorola Software will terminate without notice upon a beet Li ach of fl-ds Agends to
Moto
by Licensee. In a�ddi ` e t to Radio 5believes eMceso are or FLASHP
breach this Agreement p
2
Exhibit 8
Software, Motorola may, by notice to Licensee, terminate Licensee's right to use such
Motorola Software. Upon termination, Motorola will be entitled to immediate
injunctive relief without proving damages and, unless Licensee is a sovereign
government entity, Motorola will have the right to repossess all Radio Service
Software and FLASHport@ Software in Licensees possession. Within thirty days
after termination of Licensee's right to use any Motorola Software, Licensee must
certify in writing to Motorola that all copies of such Motorola Software have been
returned to Motorola or destroyed.
_N96ces. All notices, consents, and waivers permitted or required under this
Agreement will be deemed given upon receipt and must be delivered in writing to
the addresses at the top of this Agreement and, if to Motorola, to the LMPS
Technical Assets Manager, Room 2305. Change of address must be in writing to the
other party.
12. Gene
rp�Vrisrht Notices. The existence of a copyright notice on Motorola Software will
ublic disclosure of M
not be construed as an admsion or pr with plot Motorola ion that Softw e has occurred.otorola
Software or any trade secrets associated
Ton-Moto ola Sof_ are, Motorola may provide non-Motorola software to Licensee
under the terms of separate license agreements with the owners of such software.
Licensee will abide by the terms of these licenses.
rause t�f Action. Licensee must bring any action under this Agreement wig one
year after the cause of action arises except that warranty claims must be brought
within the 120-day warranty period.
3 iv�r . No waiver of a right or remedy of a party will constitute a waiver of
another right or remedy of that party.
A iXft=nt- Motorola may assign any of its rights or subcontract any of its
obligations under this Agreement, or encumber or sell any of its rights in any
Motorola Software, without prior notice to or consent of Licensee.
Entire AVeemennt and Unend-mwt. This Agreement contains the parties' entire
otorola Software and may be amended only
agreement regarding Licensee's use of M
in a writing signed by both parties, except that Motorola may modify this Agreement
as necessary to comply with applicable laws and regulations including FCC
regulations.
G„v ug_Law. Agreement will be governed by the laws of the United States
n .of America to the extent that they apply and otherwise by the laws of the State of j
Illinois.
3
L v urcu�r �ury Retic a 619 530 6443 1355,06-20 08:04 #852 P.20l20
Exhibit B
MOTOROLA, INC. LICENSEE CI OF REDLANDS
�Y
Name: yC Name: Swen Larson
Title: Ov¢ i = Title: M 2 34o r
Date i Date July 11, 1996
ATTEST:
$ p .�
L rrie Po z .r
Title City Clem
i
4