HomeMy WebLinkAboutCounty of San Diego / Motorola; 1995-12-29;J
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COUNTY OF SAN DIEGO-DEPARTMENT OF PURCHASING AND CONTRACTING
CONTRACT NO. 43095 AMENDMENT NO. 28
To Motorola Inc. Pursuant to the contract changes clause, you are duected to make the changes descnbed herem to the Contract
or do the followmg descnbed work not mcluded m the previous agreed on Statement of Work
Title of Contract, ProJect, or Program Regional Communications System Effective Date January 1, :ZOll
Description of Contract Change(s) and/or Work To Be Done:
Modify Section 3, Term of Agreement and Completion of Work The contract expiration date IS changed to December 31, 2015
2 Modify Section 6, Notices as follows
County
Motorola
COUNTY OF SAN DIEGO
Sue Willy, Manager
Shenff's Wireless Servtces Dtvtston
5555 Overland Ave Sutte 5105
San Otego, CA 92123
858-694-3953
Susan wtlly@sdshenff org
MOTOROLA Inc
Ken Nordholm, Semor Account Manager
6450 Sequence Dnve
San D1ego, CA 92121
858-488-4440
Ken nordholm@motorola com
All other Terms and Cond1t10ns remam m effect
IN WITNESS WHEREOF, County and Contractor have executed thts Amendment effective as of the date first set forth above
We, the understgned Contractor, have gwen careful constderatton
to the change proposed and hereby agree, 1f th1s proposed change
IS approved, that we wdl provide all eqmpment, furnish all
matenals, except as may otherwise be noted above, and perform all
services necessary for the work specified herem
Revised contract time for completiOn IS December 31, 2015
Total contract pnce remams unchanged
'VIC
Motorola Sales and Se 1ce Inc
6450 Sequence Dnve
San D1ego, CA 92121
Date __ /,_,_(_-_._( (,"-----=:J.();....:::..!.(=O'----
THIS AMENDMENT IS NOT VALID UNLESS APPROVED
BY THE DIRECTOR, DEPARTMENT OF PURCHASING
AND CONTRACTING.
Shenff's De
Date ____ /_)-~/ '1..._'-'l_._e._
APPROVED.
By~L~ P~c
WINSTON F McCOLL, Dtr tor
Department of Purchasmg and Contractmg
11/12/2010 CONTRACT 43095 AMENDMENT #28
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AGREEMENTWITHA COMMUNICATIONSMANUFAC11JRJNGFIRMTOPROVIDE
A REGIONAL COMMUNICATIONS SYSTEM
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THIS AGREEMENT made and entered into this,;i~ cfay ofDecember, 1995 by and between the
County of San Diego, a political subdivision of the State of California, hereinafter call<;:d
11 COUNTY," and Motorola, Inc. (MOTOROLA) located at 9980 Carroll Canyon Road, San
Diego, CA 92131.
WITNESSETH:
WHEREAS, the COUNTY, by action ofBoard of Supervisors Item 9 on December 13, ·1994
authorized the Director ofPurchasing and Contracting, pursuant to Article XXIIT, Section 93 .I a
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of the Administrative Code, to award a contract to provide a Regional Communications System
. (RCS) and by Item 2 on .M:arch 7, 1995 authorized the RCS Board ofDirectcrs, on behalf of the
COUNTY, to review and approve said contract.
WHEREAS, the COUNTY desires such services to be provided in accordance with
MOTOROLA's proposal dated SEP1EMBER 11, 1995 and as amended by MOTOROLA's !etter
dated December 29, 1995.
WHEREAS MOTOROLA 'agrees to provide its services and equipment subject to the following
additional conditions, and shall be conSidered the prim~ contractor for the provision of services
required by the COUNTY, and
WHEREAS, MOTOROLA is speciauy trained and possess. certain skills, experience, education
and competency to perform special services;
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NOW Therefor, in consideration of the promises, and mutual covenants and agreements herein
contained, the parties agree as follows:.
SECTION 1. DUTY OF MOTOROLA
A. MOTOROLA shall designate a representative who will be in charge of this Project.
B. MOTOROLA shall designate a representative, if other than the representative designated
in II A" above, who may sign in the name of MOTOROLA, on letters, papers, and other
documents relating to professional services to be performed hereunder.
C. The designation(s) required by "A" and 11B" above shall be sent to Contracting Officer's
Teclmical Representative, (COTR) Mr. Jon Fullinwider, Director, Department of
Infonnation Services or his designee.
D. MOTOROLA shall, in a good workmanlike and professional manner and at their own cost
and expense, furnish all of the labor, teclmical, administrative, professional and other
perso1Ule~ all supplies and materials, equipment, printing, vehicles, transportation, office
space and facilities, and all test, testing and analysis, calclilations, and all other means
whatsoever, except as herein otherwise expr~ssly . s.Pecified to be furnished by the ·
COUNTY, necessary or proper to ·perform and complete the work and provide the
· services required ofMOTOROLA by this Agreement.
E. MOTOROLA shall function as a· prime contractor for perforinance of the services
described in Volume IT-Statement ofWork.
SECTION 2. WORK TO BE PERFORMED BY MOTOROLA
MOTOROLA shall furnish, install, test and cut over a state-of-the-art 800 1vffiz public safety
trunked radio· communications system as described by the functional specifications set forth in
MOTOROLA's proposal, including all required support equipment such as cofl..soles as identified
and described in this Agreement and MOTOROLA's proposal. The system shall also include
delivery of portable and mobile radios as listed in this Agreement. The COUNTY has the option
to review and modifY user equipment quantities and models up to 90 days prior to actual or
scheduled delivery whichever is later. All equipment provided hereunder shall be new.
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MOTOROLA agrees to do and perform the work described in MOTOROLA' s proposal dated
September 11, 1995 as amended by MOTOROLA's letter dated December 22, 1995. The
specific tasks to be performed by MOTOROLA are listed in Volume II-Statement ofWork and
Specific Equipment Lists are described in Volume ill which volumes are {lttached hereto and
made a part hereof
SECTION 3 .. TERM OF AGREEMENT AND COMPLETION OF WORK
All equipment to be delivered and services required by this Agreement shall be satisfactorily·
completed in accordance with the schedules set forth in Exhibit B. This Agreement shall be in
effect until 31 Decernb.er 2010, and may thereafter be renewed upon written agreement of
COUNTY and MOTOROLA.
SECTION 4. WORK TO BE DONE BY COUNTY
The COUNTY shall provide such infonnation as required by_ the Statement ofWork and as are
reasonably necessary for MOTOROLA to perfonn its services .
4.1 The COTR or a· designated representative, shall represent the COUNTY in all matters
pertaining to the services rendered under this Agreement. The COTR will appoint a Project
Manager to represent the. COTR in the day-to-day operations and development of the Project.
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4.2 The COUNfY shall select and acquire sites and provide adequate access to the site to
allow delivery and installation of all required improvements.
4.3 Notwithstanding anything to the contrary in this Agreement, the COUNTY shall only
furnish information or. services described in this Agreement to the extent that any such
information or service is reasonably required for MOTOROLA to perform its obligations under
this Agreement and is requested by MOTOROLA in writing. :
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4. 4 The COUNTY will supply drawings and specifications of any existing facilities including
plans, elevations, sections, details and existing utilities, to the extent that such information is
reasonably available.
4.5 The COUNTY shall participate in all subsystem acceptance tests and shall accept the
subsystems ·in accordance with their respective Acceptance Test Procedures which are
incorporated herein. Upon acceptance of all subsystems, the RCS shall be deemed to be finally
accepted.
4.6 The COUNTY shall acquire all permits and licenses necessary for the construction and
operation ofthe sites.
SECTION 5. PAYMENT
The COUNTY shall pay MOTOROLA, as full compensation for its services on this Project, a
total amount of$ 39,672,111.92. This amount is payment for·all items as set forth in the
Statem~t ofWork and as further described in Exhibit B "~estone Payment Schedule & Tenns.11
The above amount excludes the items listed in Line Item 3 as options. Payment for each milestone
shall be made in accordance with Exhibit B. MOTOROLA shall invoice for tasks assigned
subsequent to the date of this Agreement either upon milestone completion or on the. following
basis:
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\ 1. Monthly percentage complete invoices by task, including a listing of tasks
perfonned and associated costs, to include all subcontract costs and other direct
costs.
2. A copy of the monthly report required in Section 8 of this Agreement shall be
attached to each monthly invoice, detailing tasks performed and percentage
completion of each task.
3. The COUNTY is precluded from making p·aynrents prior to receipt of services
(advance payments). The COUNTY will accept invoices for progress payments and
if approved, will reimburse MOTOROLA up to 90% of the value of goods/services
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received. Invoice to be submitted as follows:
a. .Original invoices will be submitted monthly, or at the completion of each
phase or task, or at contract completion to:
COUNTY AUDITOR AND CONTROLLER, ROOM 306
1600 PACIFIC HIGHWAY
SAN DIEGO, CA 92101
b. A copy ofthe invoice shall be submitted to the COTR. The invoice must
specifY items and deliverables for all items described in the ''Statement of
Work."
c. Payment shall be Net 30 Days from receipt and approval of invoice unless
otherwise stated. Discounts will be calculated from receipt of merchandise
or invoice, whichever is later.
4. The balance due for each task may be released upon the completion of that task .
TI1e final invoice will be submitted by MOTqROLA upon completion of each task.
. Included in the price set forth above, the COUNTY and MOTOROLA have agreed that the
COUNTY will have,the ability to issue Task Orders (Item 2 below) requiring additional work within
the scope of the contract services or exercising options· as set forth below. Task O~ders, up·to a··
value of ~4,500,000 (total) may be issued by the COTR. Each Task Order shall:
I. Be sequentially numbered for identification purposes.
2. Contain a description of the work to be perfonned.
3. Establish a price and a payment schedule for the tasks which are to be accomplished.
4. Establish a schedule for completion of the task.
5. Shall be signed by both MOTOROLA and COTR as well as the Contracting Officer to
indicate acceptance.
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i\, PRICES:
148 Iteml: Provision ofRegional Communications Systems and Associated Services:
149 $39,672,111.92.
150 Item2: Task orders (To be written subsequent to contract): $4,500,000.
151 Item3: As a part ofthis Agreement, COUNTY and MOTOROLA agree to the following
152 optional pricing arrangements.
153 1. Additional equipment for the backbone, includmg RNG, RNC, etc. may be
154 added to the deliverable items. Such equipment shall be ordered by the COUNTY
155 through the TASK ORDER provision (line item 2) at the prices set forth in the
156 Master Equipment List (Volume ill), provided that the option to purchase at the
157 stated prices must be exercised no later than final system acceptance.
158 2. COUNTY may, through the TASK ORDER provision cited in line item 2,
159 purchase Mobile Data equipment, additional portable equipment, spare parts and such
160 other items as are listed in Volume m ofthis Agreement.
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162 SECTION 6. NOTICES
163 Any notice or notices required or permitted to be given pursuant to this Agreement may be
164 delivered to the following addresses:
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.COUNTY:
AT1ENTION:
MOTOROLA:
ATTENTION:
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COUNTY OF SAN DIEGO
Mr. Jon Fullinwider
Department ofinfonnation Services
1600 Pacific Highway
San Diego, California 92101
MOTOROLA, Inc.
Mr. C. Jackson, Vice President, System Integration
Land Mobile Products Sector
9980 Carroll Canyon Rd.
San Diego, CA 92131-1186
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All notices required under this Agreement shall be in writing and shall be delivered either by (I)
personal delivery, (ii) expedited messenger service or (iii) postage prepaid, return receipt
requested certified mail, addressed to the party set forth above. A notice will not be effective
until the addressee receives it, or on the date that it is recorded as being refused for receipt by the
intended recipient. Either party may change the individual and/or the address for purposes of this
Section by written instructions to the other party of such change.
SECTION 7. OTIIER APPLICABLE AGREEMENTS/ORDER OF PRECEDENCE
The following documents shall constitute the Agreement between MOTOROLA and the
COUNTY, all identified documents are hereby incorporated by reference and made a part hereof
as if fully set forth herein.
I. This Agreement and all duly executed amendments to this Agreement, with the latest
amendment taking precedence over earlier amendments.
2. General Terms and Conditions
' 3. Special Terms and Conditions
4. The Exhibits and all duly executed amendments to said Exhibits
5. MOTOROLA's proposal, dated September 11, 1995 and as ·amended by MOTOROLA's
letter dated December 29, 1995.
In the event of any inconsistency or conflict between portions of this Agreement or the
referenced documents; precedence shall be given in the following order:
1. The Agreement and all duly executed amendments to this Agreement, with the latest
amendment taking precedence over earlier amendments.
2. General Terms and Conditions
3 .. Special Terms and Conditions
4. The Exhibits and all duly executed amendments to said Exhibits
5. MOTOROLA's proposal, dated September 11, 1995 and as amended by MOTOROLA's
letter dated December 29, 1995.
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SECTION 8. REPORTS
MOTOROLA shall provide monthly reports to the COTR. These reports shall include, as a
minimum:
1. A surrunary of tasks performed during the reporting period, including tasks initiated,
tasks completed and percentage of completion of tasks currently in progress.
2. Estimates of work to be undertaken in the next reporting period.
3 . Proble~s that have arisen during the reporting period and proposed solutions.
4. Any action(s) required by the COUNTY to resolve problems
5. Items requiring completion by COUNTY during ne?d period to avoid impact on
costs, schedule or perfonnance.
6. Summary of Financial Reports, as provided for in Special Terms & Conditions
Paragraph entitled "Project/Contract Financial Reporting"
SECTION 9. ENTIRE AGREEMENT
This Agreement (including the agreements and documents incorporated by reference in Section
7) constitutes the entire Agreement, understanding and representation expressed or implied
between MOTOROLA and the COUNTY with respect to the equipment and services to be
provided under this Agreement and supersedes all other additional communications, both written
and oral.
All parties by their authorized signatures, aclrnowledge that they have read, understood and
agree to all the Terms & Conditions of this Agreement.
(balance of this page intentionally left blank)
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SIGNATURE PAGE
CONTRACT# --75' o~
COUNTY OF SAN DIEGO
A C. Sl,..,.10NSEN
Cont~cts pivision t1an:ager _L.~~am L. Nap1er, Drrector
Purchasing and Contracting
Date: I;;;. /;;. t ffs I 7
REVIEWED/APPROVED
Dennis VanDer Maaten, Chainnan
'Board ofDirectors
Regional Communications System
Date: /Z-..t9-9..5
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MOTOROLA INC.
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Name: Stephen E. Shanck .
Title: _....~VL..!.i~ce.,.__!-,Prwg~s~i d~e:.!.!n~t __ _
Date: ---t.j~.l-+!?4~/q...t..L5::___ __ /j
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~~624 t .di(A_ '(
f), _:J.f)'-75
12/29/95
GENERAL TERMS & CONDITIONS OF AGREEMENT
1. DEFlNITIONS
"COUNTY" shall mean the County of San Diego, California.
"MOTOROLA" shall mean ¥0TOROLA, Inc. whose proposal has been accepted by the
COUNTY and who has entered into this agreement with the COUNTY to provide the equipment
and services described herein.
2. . AFFIRMATIVE ACTION
MOTOROLA. shall comply with. the Affinnative Action Program for Vendors as set forth in
Article IIIk ( conunencing at Section 84) of the San Diego County Administrative code, which
program is incorporated herein by reference. A copy of this Affirmative Action Program will be
furnished upon request by the County of San Diego Contract Compliance Office, 1600 Pacific
Highway, Room 208, San Diego, CA 92101.
The County of San Diego, as a matter of policy, encourages the participation of small, minority,
and women owned businesses.
3. ASSIGNMENT OF RIGHTS, TITLE AND INTEJ._lEST
MOTOROLA agrees that it will assign to the purchasing body (COUNTY) all rights, title and
interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C.
Sec. 15) or under the Cartwright Act (Chapter 1 (commencing with Section 16700) ofPart 2 of
Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or·
services by MOTOROLA for sale to the COUNTY pursuant to the contract. Such assignment ·
shall be made and become effective at the time the COUNTY tenders final payment to
MOTOROLA.
4. CALOSHA
As applicable, all items furnished under tJUs Agreement shall meet or exceed the standards
established by the California Occupational Safety and Health Act of 1973 and current
amendments thereto, provided the end use of the item is for the purpose for which the item is
intended.
5. DELIVERY
All delivery shall be FOB at the County, unless staging or other pre-installation is mutually
agreed upon. Time is of the essence. The acceptance by the COUNTY oflate perfonnance with
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or without objection or reservation shall not waive the right to claim damage for such breach nor
constitute a waiver of the requirements for the timely performance of any obligation remaining to
be performed by the MOTOROLA .
6. REVIEW/APPROVAL/INSPECTION
All items and deliverables are subject to final inspection, review/approval and acceptance by the
COUNTY at the COUNT~s offices. Such final inspection, review/approval and acceptance or
rejection shall be made within 15 days after delivery or as otherwise mutually agreed upon.
7. TER..l\flNATION FOR DEFAULT
The COUNTY may, by written notice of default to MOTOROLA terminate any of this
Agreement in whole or in part should MOTOROLA fail to make satisfactory progress, fail to
deliver in confonnance to specifications and the requirements set forth therein. c:::;oUNTY shall
give MOTOROLA written notice of such default ("Cure Notice") and MOTOROLA shall have
ten {10) working days to provide a plan of action to cure said default. In the event that either a)
the plan is deemed unacceptable by the COUNTY or b) MOTOROLA fails to cure such default,
then the contract shall be tenninated for default. In the event of such termination, the COUNTY
reserves the rjght to purchase or obtain the supplies or services· elsewhere, and MOTOROLA
shall be liable for the difference between the prices set forth in the tenninated order and the
a~al cost thereof to the COUNTY. The prevailing market price shan be considered the fair
repurchase price. COUNTY agrees that in the event of a partial or complete termination
-hereunder, the replacement System shall not have a capability exceeding that specified in the
Agreement and that said replacement shall be of like kind and quality to accomplish the intended
purpose ofthe agreement.
7.1 It: after notice oftennination of this contract under the provisions ofthis clause, it is
detennined for any reason that MOTOROLA was not in default under the provisions of
this clause, the rights and obligations of the parties shall be the same as if the notice of
\ termination had been issued pursuant to the Termination for Convenience clause herein.
7.2 The rights and remedies ofthe COUNTY provided in this article shall not be exclusive and
are in addition to any other rights and remedies provided by law or under resulting order.
8. TERMlNATION FOR CONVENIENCE
· The COUNTY may, by written notice stating the extent and effective date, terminate this
Agreement for convenience in whole or in part, at any time. The COUNTY shall pay
MOTOROLA as full compensation for performance until such tefmination:
8.1 The unit or pro rata price for the delivered and accepted portion.
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8.2. A reasonable amount, as costs of termination, not otherwise recoverable from other
sources by MOTOROLA as approved by the COUNTY, with respect to the undelivered or
unaccepted portion of this Agreement, provided compensation hereunder shall in no event
exceed the total price.
8.3 In no event shall the COUNTY be liable for any loss of profits on this Agreement or
portion thereof so tenninated. ·
8.4 The rights and remedies of the COUNTY proviqed in this article shall not be exclusive and
are in addition to any other rights and remedies provided by law or under resulting order.
9. TITLE
Title to the material and supplies purchased shall pass directly from MOTOROLA to the
COUNTY upon deliv~ry, subject to the right of COUNTY to reject upon inspection.
MOTOROLA shall retain risk ofloss for all equipment until acceptance at the COUNTrs
designated facility or site; title for all equipment delivered hereunder shall pass to the County at
the point and time of receipt as evidenced by a receiving document signed by the COTR or an
authorized designee. The above notwithstanding, title to software included in the equipment shall
not pass to the COUNTY at any time. Software is the subject of a separate provision of this
Agreement and is subject to the license agreement set forth herein,
10. VARIATIONS IN SPECIFICATIONS
The COUNTY reserves the right to waive a variation in specification it: in the opinion of the
COUN1Y, such variation does not materially change the item or its performance within
parameters acceptable to the COUNTY.
11. HAZARDOUS SUBSTANCES
11.1 If the product being supplied contains any material which is listed on California OSHA
Directors list as hazardous; MOTOROLA shall forward a material safety data sheet
(MSDA) (OSHA Form 20), referencing the purchase order number, to San Diego County,
Department ofHealth Services, Attn: Chie( Occupational & Radiological Health, PO Box
85261, San Diego, CA 92138-5261. All shipments are to have proper labeling
requirements.
11.2 lN ACCORDANCE WITH COUNTY BOARD OF SUPERVISORS POLICY B-64,
MOTOROLA SHALL NOT PROVIDE OR DELIVER ANY PRODUCTS
MANUF ACTIJRED USING FULLY HALOGENATED CHLOROFLUOROCARBONS
(CFC), UNLESS SPEClFICALLY AUTHORIZED BY mE COUNTY DIRECTOR,
PURCHASING AND CONTRACTING.
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12. PROIDBITED CONTRACTS
Section 67 of the San Diego County Administrative Code provides that the COUNTY shall not
contract with, and shall reject any bid or proposal submitted by the person or entities specified
below, unless the Board of Supervisors finds that special circumstances exist which justify the
approval of such contract:
12.1 Persons employed by the COUNTY or of public agencies for which the Board of
Supervisors is the governing body;
12.2 Profit-making finns or businesses in which employees described in sub-section (a) of code
serve as officers, principals, partners, or major shareholders;
12.3 Persons who, within the immediately preceding twelve (12) months came within the
provisions of the above sub-section and who (1) were employed in positions of substantial
responsibility in the area of seiVice to be performed by the contract, or (2) participated in
any way in developing the contract or its service specifications; and
12.4 Profit-making fums or businesses in "Yhich the former employees descnoed in sub-section
12.3 above serve as officers, principals, partners, or major shareholders.
With the affixing qf a sigr:1ature to this Contract, MOTOROLA certifies that the above provisions
of the Code have been complied with, and that any exception will cause any ensuing contract to
·be invalid.
13. PUBLIC AGENCY
It is intended that any other public agency (i.e., city, district, public authority, public agency,
municipality and other political sub-division or public corporation of California) located in-San ·
Diego and Imperial Counties shall have the option to participate in any award made as a resul~ of
this solicitation at the same prices and FOB destination, Tenns & Conditions. The County shall
incur no financial responsibility in connection with purchase orders issued by another public
agency. The public agency shall accept sole responsibility for placing order or payments to
MOTOROLA State whether said option is granted.
YES [X] NO []
14. A VAILABlLITY OF FUNDING
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_This contract is project funded. Fiscal funds are not included in 1his Agreement
The COUNTY's obligation for payment of any contract beyond the current fiscal year end is
contingent upon the availability offunding from which payment can be made. No legal liability
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on the part ofthe COUNTY shall arise for payment beyond June 30 of the calendar year unless
funds are made available for such performance.
.15. FLAMMABILITY & TOXICITY
Materials furnished under this Agreement must meet or exceed minimum California State Fire
Marshal's standard for flammability and toxicity for institutional fabrics. MOTOROLA shall
provide evidence of California Marshal's test results and approval number.
16. CONTRACT AD"MINISTRATION
The Director ofPurchasing and Contracting is the designated Contracting Officer and is the only
COUNTY official authorized to make any changes to this agreement.
The COUNTY has d~signated the following individual as the Contracting Officer's Technical
Representative (COTR):
Department lnfonnation Services-Mr._ Jon Fu~wider or his designee.
The CO'IR will chair MOTOROLA progress meetings and will coordinate the COUNTY's
contract administrative functions. The COTR is designated to receiv~ and approve
MOTOROLA invoices for payment, audit and inspect records, inspect MOTOROLA's services,
and provide other tec~cal guidance as required. The COTR is not authorized to change any
Tenns & Conditions of the Contract. Changes to the scope of work will be made only by the
Board ofSupeiVisQrs and/or the Contracting Officer issuing a properly executed Change Order
modification.
17. CONTRA.Cf PROGRESS MEETINGS (with amplification in Section 8. Reports of
the Agreement) ·
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The COTR and other County Personnel, as appropriate, will meet periodically with
MOTOROLA to re-view the contract perfonnance. At these meetings the COTR will apprise
MOTOROLA of how the COUNTY views MOTOROLA's performance and MOTOROLA will
apprise the COUNTY of problems, if any, being experienced. MOTOROLA will also ~otify the
Contracting Officer (m writing) of any work being performed, if any, that MOTOROLA
considers to be over and above the requirements of the contract. Appropriate action shall be
taken to resolve outstandingissues.
A rununary of these meetings which shall include, but not be limited to, key issues, action items,
items agreed to and problems requiring resolution will be redilcedto writing by MOTOROLA
and signed by the CO'IR and MOTOROLA Should the COUNI'Y not concur with meeting
summary, the COUNTY will set out in writing any areas of disagreement. Appropriate action
will be taken to resolve any areas of disagreement.
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18. INSPECTION OF SERVICE
MOTOROLA's services shall be performed with a high degree of care and diligence, and where
required, in accordance with the highest standards exercised by engineers perfonning similar
services in the San Diego, California area, and as expeditiously as is consistent with such
standards of skill and care and the orderly progress ofthe Work.
18.1 All performance (which includes services, materials, supplies and equipment furnished or
utilized in the performance of this contract, and workmanship in the perfonnance of
service) shall be subject to inspection and test by the COUNTY during the term of the
Agreement. MOTOROLA shall orovide adequate cooperation to any inspector assigned by
the COUNTY to permit the insp~ctor to determine MOTOROLA's confonnity with these
specifications and the adequacy of the services being contractually provided. All inspection
by the COUNTY shall be made in such a marmer as not to unduly interfere with
MOTOROLA's petformance,
18.2 If any services performed hereunder are not in confonnity with the specifications and
requirements of this contract, the COUNTY shall have the right to require MOTOROLA
to perform the services in conformity with said specifications and requirements at no
increase in total contract amount. When the services to be performed are of such nature
that the difference cannot be corrected, the COUNTY shall have the right to (1) require
MOTOROLA immediately to take all necessary steps.to ensure future performance of the
services in conformity with requirements of the contact, and {2) reduce the contract price
. to reflect the reduced value of the services performed. In the event MOTOROLA fails to
petform the services promptly or. to take necessary steps to ensure future performance of
the service in conformity with the specifications and requirements of this contract, the
COUNTY shall have the right to terminate this contract for default as provided in the
Termination for Defuult clause herein.
19. CHANGES
The Contracting Officer may at any time, by written order, make changes within the general.
scope ofthis contract, in the definition of services to be performed, and the time (i.e., hours of
the day, days ofthe week, etc.) and place ofperformance thereof If any such change causes an
increase or decrease in the cost o:t; or the time required for the performance of any part of the
work under this contract, whether changed or not changed by any such order, an equitable
adjustment shall be made in the contract price or delivery schedule, or both, and the contract
shall be modified in writing accordingly. Any claim by MOTOROLA for adjustment under this
clause must be asserted within 30 days from the date of receipt fiy MOTOROLA of the
notifications of change; provided however, that the Contracting Officer, if Contracting Officer
decides that the facts justify such action, may receive and act upon any such claim asserted at any
time prior to final payment und~r this contract. Where the cost of property made obsolete or
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excess as a result of a change is included in MOTOROLA's claim for adjustment, the
Contracting Officer shall have the right to prescribe the manner of disposition of such property.
When the estimated cost of the change is less than $25,000, nothing in this clause shall excuse
MOTOROLA from proceeding with the contract as changed. In the event that the estimated cost
of the change order exceeds $25,000, Motorola shall not be required to proceed with the change
until the change .order has been signed by both parties to the Agreement.
20. INDEPENDENT CONTRACTOR
MOTOROLA is, for all purposes arising out of this contract, an independent contractor and shall
not be deemed an employee of the COUNTY. It is expressly understood and agreed that
MOTOROLA shall in no event, as a result of this contract, be entitled to any benefits to which
COUNTY employees are entitled, i:ricluding but not limited to overtime, any retirement benefits,
worker's compensation benefits, and injury leave or other leave benefits.
21. ASSIGNABJLITY
MOTOROLA shall not assign any interest in this contract, and shall not transfer any interest in
the same (whether by assignment or novation), ·without the prior written consent of the
COUNTY thereto; provided ~owever, that claims for money due or to become due to
MOTOROLA from the COuNTY u.rider this contract may be assigned· witho:ut such ·approval.
Notice of any such assignment or transfer shall be furnished promptly to the COUNTY.
· 22. SUBCONTRACT FOR WORK OR SERVICES :
No contract shall be made by MOTOROLA with any party for furnishing any of the work or
services herein contained without the prior written approval of the COTR excepting those
suppliers/subcontractors identified in MOTOROLA's proposal; but this provision shall not
require the approval of contracts of employment between MOTOROLA and personnel assigned _
for services thereunder, or for parties named in proposal and agreed to any resulting contra.cti
MOTOROLA is further reminded that it is the COUNTY's policy to encourage the participation
of minority business enterprises. This includes: ensuring that, if available, minority finns are .
solicited, where feasible dividing the requirement into smaller units for the purpose of greater
minority participation, and establishing delivery and payment schedules which will facilitate
participation by minority businesses.
23. HOLD HARMLESS ·
MOTOROLA agrees to fully indemnifY, defend and save harinleSs the COUNTY, its officers and
employees against any and all loss, damage, liability, claim, demand, suit ofwhatsoever nature
for damage to property· or for personal injury, including death, made by anyone whomsoever,
which may arise from operations carried out under this contract to the extent such claims are
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caused by MOTOROL.Ns sole negligence, or misconduct. MOTOROLA shall not be
responsible for and the COUNTY shall defend, indemnify and hold MOTOROLA, its officers
and employees hannless from any and all claims of whatsoever kind or nature for the damage to
property or for personal injury, including death, made by anyone whomsoever, which may arise
from operations carried out under this contract to the extent such claims are caused by the
COUNTY's sole negligence or misconduct. With respect to any and all clai.ms.ofwhatsoever
kind or nature for damage to property or for personalinjwy, including death, made by anyone
whomsoever, which may arise from the joint or concurrent negligence ofMOTOROLA and
COUNTY, each party shall assume responsibility in proportiqn to the degree ofits respective
fault. IN NO EVENT SHALL MOTOROLA OR COUNTY :BE LIABLE FOR
INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE.
24. INTEREST OF CONTRACTOR
MOTOROLA covenants that it presently has no interest, including but not limited, to other ·
projects or independent contracts, and shall not acquire any such interest, direct or indirect,
which would conflict in any manner or degree with the peifonnance of services required to be
performed under this contract. MOTOROLA further covenants that in the performance of this
contract, no person having any such interest shall be employed or retained by it under this
contract.
25. CONDUCT OF CONTRACTOR
-25.1 MOTOROLA agrees to inform the COUNTY of all MOTOROLA's interests, if any, which
are or which MOTOROLA believes to be incompatJ.ole with any interests of the COUNTY.
25.2 MOTOROLA shall not, under circumstances which might reasonably be interpreted as an
attempt to influence the recipient in the conduct of their duties, accept any gratuity or
special favor from individuals or organizations with whom MOTOROLA is doing business
or proposing to do business, in accomplishing the work under the contract.
25.3 MOTOROLA shall not use for personal gain or make other improper use of privileged
information· which is acquired in connection with its employment. In this connection, the
term "privileged information" includes. but is not limited to, unpublished information
relating to technological and scientific development; medical, personnel, or security records
of individuals; anticipated materials requirements or pricing actions; and knowledge of
selections of MOTOROLA or subcontractor in advance of official announcement.
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25.4 MOTOJ:tOLA or employees thereof shall not offer gifts, gratuity, fitvors, entertainment
directly or indirectly to COUNTY employees.
26. GOVERNING LAW
This contract shall be construed and interpreted according to the laws ofthe State of California.
27. AUDIT AND INSPECTION OF RECORDS
27.1 General. The COUNTY shall have the audit and inspection rights descnbed in this section.
27.2 Pricing Data. If MOTOROLA submitted pricing data in connection with the pricing of
this contract_ or any change or modification thereto, unless such pricing was based on
adequate price competition, established catalog or market prices of commercial items sold
in substantial quantities to the general public, or prices set by law or regulation, the
Con~acting Officer or Contracting Officer's representatives who are employees of the
COUNTY odts agent shall have the right to examine the books, records, documents and
other data ofMOTOROLA related to the negotiation pricing or perfonnance of such
contract, change or modification, for the purpose of evaluating the accuracy, completeness
and currency of the pricing data submitted.
27.3 Availability. The materials described above shall be made available at the office of
MOTOROLA, at all reasonable times, for inspection, audit or reproductions, until the
expiration of three years from the date of final payment under this contract, or by (1) and
(2) below:
27.3 .1 If this contract is completely or partially tenninated, the records relating to the
work terminated shall be made available for a period of three. years from the
date of any resulting final settlement.
\
27.3 .2 Records which relate to appeals, litigation or the settlement of claims arising
out of the performance of this contract, shall be made available until such
appeals, litigation, or claims have been disposed of: or three years after
contract completion, whichever is longer.
27.4 MOTOROLA shall insert a cla~s~ containing all the provisions of this entire clause in all
subcontracts hereunder except altered as necessary for proper identification of the
contracting parties and the Contracting Officer under the COUNTT s Prime C~ntract.
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28. PATENT AND COPYRIGHT INFRINGEMENT
MOTOROLA shall report to the Contracting Officer, promptly and in reasonable written detail,
each notice or claim of patent or copyright infringement based on the performance of this
contract of which MOTOROLA has lmowledge.
29. FUNCTIONAL REOUJRE:MENTS
Unless MOTOROLA expressly states otherwise herein, where functional requirements are
expressly stated as part of the requirements of this Agreement ,Volume II, Para.·l.O,
MOTOROLA, warrants that in its opinion the system is capable of meeting those requirements.
In the event of any inconsistency between the functional specifications and the detailed
specifications contained in this Agreement, the former Will control
30. INSURANCE
Before commencement of the work, MOTOROLA shall submit Certificates ofinsurance
evidencing that MOTOROLA has obtained for the period of the contract, from generally
recognized responsible insurer, insurance in the following fonns of coverage and minimum
amounts specified:
30.1 A policy of Worker's Compensation in statutory amounts .
3 0.2 Conunercial General Liability insurance written on an "occurrence" basis and· in an amount
of not less than $1,000,000 each occurrence.
30.3 Automobile Liability Insurance covering owned, non-owned and hired automobiles in an
amount not less than $1,000,000 combined single limit.
30.4 ·The policies (except for Workers' Compensation) shall name the County of San Diego !lS
additional insured. ·
30.5 Each policy of insurance shall contain the following clause:
"It is agreed that these policies shall not be canceled nor the coverage reduced until
thirty (30) days after the COTR shall have received written notice of such cancellation
or reduction. The notice shall be deemed effective the date delivered to said COIR, as
evidenced by properly validated return receipt .. " ·Each policy of insurance shall name
the County of San Diego as the additional insureq party.
30.6 The County of San Diego shall retain the right at any time to review the coverage, form
and amount of insurance required herein and may require MOTOROLA to obtain insurance
sufficient in coverage, form and amount to provid~ adequate protection against the kind
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and extent of risk which exist at the time a change in insurance is required. The COUNTY .
requirement shall be reasonable.
31. LICENSING
Attention is directed to the provisions of Chapter 9 ofDivision 3 of the Business and Professions
Code concerning the licensing ofMOTOROLA MOTOROLA and its subcontractors shall be
licensed, if required, in accordance with the laws of this state and any contractor or
subcontractor not so licensed is subject to the penalties imposed by such laws.
32. PE~S. NOTICES, FEES AND LAWS
MOTOROLA shall, at MOTOROLA's expense, obtain all necessary business permits and
licenses, give all necessary notices, pay all fees required by law, and comply with allla!V5,
ordinances, rules and regulations relating to work and to the preservation of the public health and
safety.
33. Am, WATER POLLUTION CONTROL. SAFETY AND HEALTH
MOTOROLA shall comply with all air pollution control, water pollution, Safety and Health
Ordinances and statutes which apply to the work performed pursuant. to this contract, including
any requirements specified in state government codes. ·
34. PERSONNEL ASSIGNMENT AND REPLACEMENT
34.1 Resumes ofkey individuals who will be assigned to the project will be furnished. All such
personnel will be assigned to the project.
34.2 A project manager will be assigned, (if more than one individual is assigned) as the
individual responsible for the overall performance of any resulting contract and will be 1
directly responsible for responding to the COTR at all times ~uring the tenn of this
contract.
34.3 No replacement of personnel will be allowed without full resume submittal, justification
therefor and approval by the COTR.
35. RIGHT TO ACQUIRE EQUIPMENT AND SERVICES
Nothing in this agreement shall prohibit the COUNTY from acquiring the same type or
equivalent equipment and/or service from other sources, when deemed by the COUNTY to be in
its best interest:
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36. SEVERABILITY
Should any part of this agreement be held to be invalid by a court of competent jurisdiction, the
remainder of the agreement shall be considered as the whole agreement and be binding on the
contracting parties.
37. FINDINGS CONFIDENTIAL
Any reports, infonnation, data, etc., given to or prepared or assembled by MOTOROLA under
this Agreement which the COUNTY requests to be kept as confidential shall not be made
available to any individual or organization by MOTOROLA without the prior written approval of
the COUNTY.
38. PUBLICATION, REPRODUCTION AND USE OF MATERIAL
No material produced, in whole or in part, under this Agreement shall be subject to copyright in
·the United States or in any other country. The COUNTY shall have unrestricted authority to
publish, disclose, distribute and otherwise use. in whole or in part, any reports, data or other
materials prepared under this Agreement. All reports, data and other materials prepared under
this Agreement shall be property of the COUNTY upon completion of thiS Agreement.
39. LIMITATION OF FUTURE CONTRACTS
39.1 It is agreed by the parties to the contract that MOTOROLA 'Will be.restricted in their future
contracting with the COUNTY to the manner described below. Except as specifically
provided in·this clause, MOTOROLA shall be free to compete for business on an equal
. basis with other companies.
39.2 IfMOTOROLA under the terms of the contract, or through the perfonnance of tasks
pursuant to this contract, is required to develop specifications or statements of work an~
such specifications or statements of work are to be incorporated into a solicitation, ·
MOTOROLA shall be ineligible to perform the work described within that solicitation as a
prime or subcontractor under an ensuing COUNTY contract. It is further agreed,
however, that the COUNTY will not, as additional work or by change, unilaterally require
MOTOROLA to prepare such specifications or statements of work under this contract.
39.3 To the extent that the work under this contract requires access to proprietacy, business
confidential or financial' data of other companies, and as long as such data remains
proprietary or confidential, MOTOROLA shall protect such data from unauthorized use
and disclosure and agree not to use it to compete with sucJi:companies.
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40. DRUG & ALCOHOL FREE WORKPLACE
The County of San Diego, in recognition of individual rights to work in a safe, healthful and
productive work place, has adopted a requirement for a drug and alcohol free work place,
County of San Diego Drug and Alcohol Use Policy C-25. This policy provides that all
.COUNTY employed contractors and contractor employees shall assist in meeting this
requirement.
40.1 As a material condition of this agreement, MOTOROLA agrees that MOTOROLA and
MOTOROLA's employees, while performing service on the COUNTY propertY, or while
using COUNTY equipment:
40.1.1 Shall not be in any way impaired because of being under the influence of
alcohol or a drug.
40.1.2 Shall not possess an open container of alcohol or consume· alcohol or possess
or be under the influence of an illegal drug.
40.1.3 Shall not sell, offer, or provide alcohol or a drug to another person.
The above sub-paragraph shall not be applicable to a MOTOROLA employee who, as part of the
performance of nonnal job duties and responsibilities presences or adiuinisters medically
prescribed drugs.
40.-2 MOTOROLA shall inform all employees that are performing service for the COUNTY on
COUNTY property or using COUNTY equipment, of the COUNTY objective of a safe;
heiUth:ful and productive work pla~e and the prohibition of drug or alcohol use or
impairment from same while performing such service for the COUNTY. . .
40.3 The County may Terminate for Default or Breach this Agreement and any other
Agreement MOTOROLA has with the COUNTY, uMOTOROLA, or MOTOROLA's
employees are determined by the Contracting Officer not to be in compliance with the
conditions listed herein.
41. SEXUAL HARASS:MENT
I
To implement COUNTY policy to provide a work environment free of sexual harassment,
MOTOROLA shall comply with Board Supervisors' Policy C-22, "Sexual Harassment Policy,"
and with all applicable State and federal laws pertaining to sexual harassment or discrimination.
lT&C.wpd Volume I G -13 12/29/95
SPECL4L TERMS & CONDITIONS OF AGREEMENT
1. PERFORMANCE BONDS
MOTOROLA will provide to the COUNTY a PerfOimance Bond in a sum equal to twenty-five
(25%) percent and a Payment Bond in a sum equal to ten (10%) percent of the contract with
surety satisfactory to the COUNTY, within ten {10) working days after notice is received from
the COUNTY that the contract has been awarded. The cost of providing the bond shall be
considered as included in the price and no additional cOmpensation will be allowed therefor. If
MOTOROLA fails to provide the bonds within the time specified, the COUNTY may, at its
option, determine that MOTOROLA is in default and temrinate the contract in accordance with
the clauses of the contract entitled "Tennination for Default'' and "Termination for
Convenience."
2. LIQUIDATED DAMAGES
Time is of the essence in the performance of this Agreement, and it is agreed by MOTOROLA
and the COUNTY that if this Agreement is not fully and completely performed within the terms
of the Agreement, as described in the Project Implementation Plan, and such failure is due to
circumstances which are solely within MOTOROLA's control, and t4e COUNTY has timely
performed its obligations under the Agreement, damage will thereby be Sustained by the
COUNTY: Since it is and will be impractical and extremely difficult to detennine the actual
damage which the COUNTY will sustain by reason of such: delay, it is therefore agreed that
MOTOROLA will pay to the COUNTY liquidated damages as set forth below:
a) The sum of $4,000.00 per day for Backbone System Acceptance Test Plan (ATP)
completion; and $1,700.00 per day for the completion of the Console ATP for each day in
excess of the allotted schedule prescribed in the Project Implementation Plan, up to a
maximum amount of$424,000.00 for the entire RCS project.
b) MOTOROLA will be given a thirty (30) day grace period from the due date specified in the
Project Implementation Plan before liquidated damages will be effective. IfMOTOROLA
has not completed the applicable milestone Within the thirty (30) grace day period, then
liquidated damages shall be effective retroactive to the first day following the specified
completion date.
c) ·Liquidated damages accrued during the performance ofthe Agreement will be waived by
the COUNTY ifMOTOROLA meets the scheduled delivery date for RCS System
Acceptance. -
If this Agreement is not fully and completely performed within the time set forth in the Project
Implementation Plan, the COUNTY's Contracting Officer shall have the right to increase the
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time for such perfonnance and to waive the.above damages. Nothing in this Section shall be
construed as giving MOTOROLA a right to extra time for performance.
If MOTOROLA is delayed by reason of changes or extra services ordered by the COUNTY, or
by conditions expressed in this section, the time for performance of this Agreement may be
extended commensurately by agreement by the Contracting Officer and MOTOROLA
MOTOROLA will be relieved during the period of such extension of any claim for liquidated
damages.
This section may be invoked or waived at the sole option of the COUNTY. The COUNTY must
notify MOTOROLA by certified mail in accordance with Section 6. NOTICES ofits intc;:nt to
levy or waive any liquidated damages under this Artic~e. The foregoing will be the COUNTY's
sole remedy for delays in the delivery of equipment or the perfonnance of services.
MOTOROLA's right to proceed shan not be terminated nor MOTOROLA be charged with
resulting damage if:
2.1 The delay in the completion of the work arises from unforeseeable causes beyond the
control and without the fault or negligence ofMOTOROLA, including but not restricted to
acts of the public enemy, acts of the COUNTY in either its sov~eign or contracting
capacity. acts of another contractor in the COUNTY, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, unusually severe weather, or delays of subcontrac-
tors or suppliers arising from unforeseeable causes beyond the control and without the fault
or negligence ofboth MOTOROLA and such subcontractors or suppliers, and;
2.2 MOTOROLA, within 10 days from the beginning of any such delay (unless the Contracting
Officer grants a further period of time before the date of final payment under the contract),
notifies the Contracting Officer in writing of the causes of delay in (2.1) above
\
The Contracting Officer shall ascertain the facts and the extent of the delay and extend the time
for completing the work when, in his judgement, the findings of fact justify such an extension,
and his findings of fact shall be final and eonclusive on the parties.
As used in paragraph (2.1) ofthis clause, the terms, "subcontractors or suppliers" means
subcontractors or suppliers at any tier.
3. INVOICES
All deliveries must be accompanied by invoices or delivery tickets. A copy o_f each invoice or
delivery ticket must be signed by the individual accepting delivery. Invoices shall include item,
description, quantity, delivery point, price, tenns, purchase order number, sub-order number (if
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time for such perfonnance and to waive the above damages. Nothing in this Section shall be
construed as giving MOTOROLA a right to extra time for perfonnance.
If MOTOROLA is delayed by reason of changes or extra services ordered by the COUNTY, or
by conditions expressed in this section, the time for: performance of this Agreement may be
extended commensurately by agreement by the Contracting Officer and MOTOROLA
MOTOROLA will be relieved during the period of such extension of any claim for liquidated
damages.
This section may be invoked or waived at the sole option of the COUNTY. The COUNTY must
notify MOTOROLA by certified mail in accordance with Section 6. NOTICES of its intent to
levy or waive any liquidated damages under this Article. The foregoing will be the COUNTY's
sole remedy for delays in the delivery of equipment or the perfonnance of services.
MOTOROLA's right to proceed shan not be terminated nor MOTOROLA be charged with
resulting damage if:
2.1 The delay in the completion ofthe work arises from unforeseeable causes beyond the
control and without the fault or negligence ofMOTOROLA, including but not restricted to
acts of the public enemy, acts of the COUNTY in either its sov~eign or contracting
capacity. acts of another contractor in the COUNTY, fires, floods, epidemics, quarantine
restrictions, strikes, freight embargoes, unusually severe weather, or delays of subcontrac-
tors or suppliers arising from unforeseeable causes beyond the control and without the firult
or negligence ofboth MOTOROLA and such subcontractors or suppliers, and;
2.2 MOTOROLA, within 10 days from the beginning of any such delay (unless the Contracting
Officer grants a further period of time before the date of final payment under the contract),
notifies the Contracting Officer in writing of the causes of delay in (2.1) above
\
The Contracting Officer shall ascertain the facts and the extent .of the delay and extend the time
for completing the work when, in his judgement, the findings of fact justify such an extension,
and his findings of fact shall be final and eonclusive on the parties.
As used in paragraph (2.1) ofthis clause, the terms, "subcontractors or suppliers" means
subcontractors or suppliers at any tier.
3. INVOICES
All deliveries must be accompanied by invoices or delivery tickets. A copy o_f each invoice or
delivery ticket must be signed by the individual accepting delivery. Invoices shall include item,
description, quantity, delivery point, price, tenns, purchase order number, sub-order number (if
lT&C.wpd Volume! S-2 12/29/95
~-
890
891
892
893
894
895
896
897
898
899
900
901
902
903
.904
905
906
907
908
01')9
-....
912
913
914
915
916
917
918
919
920
921
922
"·'· 923
924
925
926
927
92~
929
930
l
II
applicable to a blanket purchase order) and any data relative to the shipment. Original invoice
shall be mailed to COUNTY Auditor and Controller, Room 306, 1600 Pacific Highway, San
Diego, California, 92101. Discounts will be calculated from receipt of merchandise or invoice,
whichever is later.
4. SOFfW ARE LICENSE
MOTOROLA hereby grants to the COUNTY a nonexclusive and fully paid-up perpetual,
software license, ~o use the 800 :MHz system software as de£ned in the Agreement and described
in this Agreement and related documentation, including a copy of the License which is included
as Exhibit D.
5. SOURCE CODE
By execu#ng this Agreement, MOTOROLA is making a firm commitment to support the
software provided to the COUNTY. However, in order to address any concerns that the
COUNTY may have regarding MOTOROLA's ability to support the software, MOTOROLA
pr:oposes the following: "In the event that: (i) MOTOROLA discontinues support for an item of
MOTOROLA owned software furnished under the Agreement and subsequent releases of such
software, if any; and (ii) the COUNTY is, and remains, not in breach of the Agreement or other ·
applicable license agreement; then at the COUN.IY' s request, MOTOROLA will, ·at
MOTOROLA's option. either recontinue support for such software item; arrange for support by
an entity that has access to the source code and related documentation with all revisions,
corrections, enhancements and other changes made to the software, so that the source code
constitutes a human readable program for the then current release of the software and supported
by the then current version o~ its related documentation for such software item; or grant the
COUNTY a license, under separate tenns and conditions, to use MOTOROLA-owned Source
code corresponding to such software for the COl.JNTY' s internal use by the COUNTY's
employees and the COUNTY" s agents, consultants, and independent contractors (provided that
prior to their access to such source code, the COUNTY's agents, consultants, and independent
contractors enter into a non-disclosure agreement in form and substance that is reasonably
satisfactory to MOTOROLA) solely as a trouble analysis aid for isolating, diagnosing, and fixing
problems in such software.
6. FIRM PRICING STRUCTURE
All pricing quoted in this Agreement, except the prices in Volume ill shall be firm for the term of
the Agreement; shall apply to all equipment, software, services and supplies; and shall also apply
to any equipment c.hanges or additional equipment which the COUNTY may purchase under this
Agreement. The COUNTY shall allow MOTOROLA to incrbase~the discount at any time during
the tenn of the Agreement.
Volume! S-3 12/29/95
;.
933
934
935
936
937
938
939
940
941
942
943
944
945
946
947
948
949
950
951
952
. . ,
+
955
956
957
958
959
960
961
962
963
964
965
'· 966
967
968
969
970
971
972
973
~'74
,,
MOTOROLA represents that the products and services under this Agreement have not been
previously sold or offered for sale under substantially similar Terms & Conditions and in
substantially similar quantities to any other State, County or City at a lower price than the price
offered to the COUNTY on products sold under this Agreement.
The prices reflected in Volume ill will remain valid for a period of ten ( 1 0) years from final
system acceptance. Items may be added to Volume ill at any time by mutual consent of
MOTOROLA and the COUNTY. MOTOROLA shall extend all price reductions to the
COUNTY. Price increases shall only be allowed subject to general increases in MOTOROLA's
published price list. MOTOROLA may increase prices listed up to a maximum not to exceed the
lesser of the Consumer Price Index ("CPf') or three (3) percent. The initial base price shall be
the prices listed in this Agreement. Thereafter, the base price shall be the latest adjusted price as
established in accordance with the tenns of this Section. In no event will prices increase more
than once during any COUNTY fiscal year.
At any time during its performance of this Agreement, MOTOROLA may implement changes in
the products set forth in Volume m, modifY the drawings and specifications relating thereto, or
substitute therefor different products; provided, however, that any such changes, modifications
or substitutions, under nonnal and proper use: (i) shall not materially or adversely affect physical
or functional interchangeability or performance (except where there is written agreement
between the parties that specific characteristics will be so affected); (ll) shall not detract from the
safety of the product; and (ill) shall be type~accepted by the appropriate authority, if required .
Any replacement products provided by MOTOROLA pursuant to this section shall be offered in
· aecordance with the pricing structure se~ forth ~bove. ·
7. FCC/FAA LICENSE
The COUNTY is responsible for obtaining any licenses required by the Federal Communications
Commission (FCC) and the Federal Aviation Administration (FAA). COUNTY and
MOTOROLA expressly agree that the project implementation is contingent upon receipt of \
proper FCC/FAA licensing. MOTOROLA's performance ofthis Agreement shall ensure that all .
applicable requirements ofthe FCC/FAA licensing are met by the 800 :MHz Trunk:ed Radio
Communications System.
8. IMPLEM:ENTATION SCHEDULE
Preliminary and final implementation schedules and final system design shall be prepared by
MOTOROLA The final implementati_on schedule shall indicate in detail all the 800 MHz system
tasks, related subtasks to be performed and the associated dates the tasks are to be performed
and a final completion date. No equipment shall be scheduled fcir delivery more than eight (8)
weeks prior to its scheduled installation date without approval of the COTR The final
implementation schedule and system design shall be subject to approval by the COUNTY and
shall be provided by MOTOROLA within thirty (30) days after final system design approval.
lT&C.wpd Volume! S -4 12/29/95
II
976
977
978
979
980
981
982
983
984
985
986
987
988
989
990 .
991
992
993
994
995
s
998
999
1000
1001
1002
1003
1004
1005
1006
1007
1008
.. 1009
1010
1011
1012
1013
1014
1015
1016
F't7
The Final Implementation Schedule as approved by the COUNTY shall be attached hereto and
becomes a part of this Agreement
9. ·NON INTERFERENCE WITH RCS AGENCIES
MOTOROLA's performance ofwork under this Agreement must not interfere unnecessarily
with. the operation of any RCS agency.
10. INVENTORY
MOTOROLA agrees to maintain an inventory report which includes a line item for COUNTY
~oc~~~~ .
11. INTERFACE WITH OTHER VENDORS
MOTOROLA agrees to cooperate with other vendors supplying equipment to, or performing
services for, the COUNTY as. may be requested by the COUNTY. MOTOROLA specifically
agrees not to unreasonably withhold technical data deemed necessary by the COUNTY for
interface with equipment or software system supplied to the COUNTY by other vendors. This
shall pot be construed, however, as implying that MOTOROLA will provide unlimited
documentation to other vendors or that special services will be provi4ed. Any request by the
COUNTY that MOTOROLA cooperate with other vendors shall recOgnize MOTOROLA's right
to protect its proprietary interests and intellectual property.
12. ADVERTISING/PROMOTIONAL TOURS
To protect the privacy, operational effectiveness and integrity of the COUNTY's use of the 800
MHz system, MOTOROLA shall refrain from any advertising of the COUNTY's 800 MHz
system and refrain from arranging or encouraging promotional or other visits to the COUNTY,
except as specifically approved in advance by the COUNTY. However, the COUNTY agrees \ that it shall occasionally allow such tours and advertising unless they unreasonably interfere with
the communications center or other COUNTY operations.
13. STATE-OF-THE-ART EOUIP:MENT
The parties acknowledge that the COUNTY desires to have the most current equipment and
. software for the system at the time of installation. IfMOTOROLA becomes aware that
improved~ compatible equipment or software products are available thirty (30) days prior to
shipment, MOTOROLA will notify the COUNTY. In its notice to the COUNTY, MOTOROLA
will provide an assessment. to the extent such information is available, of the advantages,
disadvantages and cost impact to the COUNTY, if any, ofutilizing such alternative equipment or
software. The COUNTY will adviseMOTOROLAin writing within ten(lO) days ofits
intention to utilize or disregard such alternative equipment or software; failure of the COUNTY
lT&C.Wpd Volume! S-5 12/29/95
1019
1020
1021
1022
1023
1024
1025
1026
1027
1028
1029
1030
1031
1032
1033
1034
1035
1036
1037
1038
19
0
1041
1042
1043
1044
1045
1046
1047
1048
1049
1050
1051
1052 -·
1053
1054
1055
1056
1057
1058
1059
1 "60
to advise MOTOROLA will be deemed an election by the COUNTY to disregard the utilization
of the alternate equipment or software.
14. EQUIPMENTCOMPATIBILITY
14.1 MOTOROLA agrees that the hardware and/or software," together with any and all
associated equipment it will provide, as otherwise specified in the Agreement and described
in the Statement ofWork will perform individually and as an integrated System in
accorqance with the specifications and representatiot;ts stated in this Agreement. This
Agreement does not extend to the performance or integration of the System equipment into
a different system generally nor specifically to System equipment in combination with
products, elements or components not supplied by MOTOROLA
14.2 During the performance of this Agreement, it is understood thatMOTOROLAmay
implement changes in the products set forth in this Agreement or substitute products of ·
more recent design. This shall be allowed provided that any such changes, modifications
and substitutions, under normal use shall not materially or adversely affect physical or
functional interchangeability or performance, or result in price changes except where there
is prior written agreement between MOTOROLA and the COUNTY that specific
characteristics will be so affected and/or price so affected.
15. FREIGHT/DELIVERY
. MOTOROLA assumes full responsibility for all transportation, transportation scheduling,
packing, handling. insurance and other services associated with delivery of the equipment and
materials under this Agreement. MOTOROLA will notify the COUNTY of impending shipments
not later than ten (1 0) County work days prior to actual shipment. All costs associated with
shipment and/ or transportation and handling of any item purchased under this Agreement are
included in the total contract amount All freight must be F.O.B. destination, prepaid and shall-
be unloaded at COUNTY specified sites by the carrier or MOTOROLA · .
16. PATENT 1NDEMNIFICATION
MOTOROLA agrees t~ defend, at its expense, any suits against the COUNTY based upon a
claim that any products furnished hereunder directly infringes a U.S. Patent or copyright, and to
pay costs and damages finally awarded in any such suit, provided that the COUNTY promptly
notifies MOTOROLA in Writing and at MOTOROLA's reques:t and expense is given control of
said suit and all requested assistance for defense of same. If the use or sale of any such product
furnished hereunder is enjoined as a result of such suit, MOTOROLA, at its option, and at no
cost to the COUNTY,. shall obtain for the COUNTY the right te use or sell such product, modify
the product to make it non-infiinging or substitute an equivalent product reasonably acceptable
to the COUNTY and extend this indemnity thereto or, if none of the foregoing remedies are
reasonably available to MOTOROLA, accept return of the product and reimburse the COUNTY
lT&C.wpd Volume IS-6 12/29/95
the full purchase price therefor less a reasonable charge for reasonable wear and tear. This
indemnity does not extend to any suit based upon any infringement or alleged infiingem.ent of any
patent or copynght by the combination of any product(~) furnished by MOTOROLA and other
elements nor does it extend to any product( s) of the COUNTY's design or fonnula.
17. STANDARDS OF PERFORMANCE AND ACCEPTANCE TESTING .
MOTOROLA shall certify in writing to the COUNTY when the 800 MHz System or subsystems
supplied by MOTOROLA are installed and ready for use. The 800 :MI:Iz System or subsystems
will be ready for use upon successful completion of acceptance testing as set forth in the
Acceptance Test Plan (ATP). Acceptance shall be deemed to have occurred only when the
COTR has provided MOTOROLA with written certification of ,System or subsystem acceptance.
MOTOROLA shall record the test results in conjunction with COUNTY staff and provide the
COUNTY with error-free test results for COUNTY verification. The system or subsystem shall
not be accepted until the standards of performance are met Prior to acceptance, the COUNTY
will obtain RCS Board review and approval. Such standards of performance and acceptance
testing shall conform to specifications as defined in Volume II-Statement ofWork.
18. PROJECf/CONTRACf FINANCIAL REPORTING
MOTOROLA shall, as part of the monthly status report; proVide monthly financial reporting of
all contract milestones, deliverables, invoices; change orders and task ·"Orders.
19. PAYMENT APPROVAL PROCESS
Payment to MOTOROLA will be made by the COUNTY subject to the following process:
• COUNTY and MOTOROLA project managers will review items/servi~ delivered.
• If COUNTY approves deliverable/milestone, approval will be provided on written sign-off
form. Prior to payment, the COUNTY will obtain RCS Board review and approval
• MOTOROLA will invoice monthly based on approved sign-off forms received from
COUNTY.
• COUNTY will make payments based only on approved sign-off forms prior to month-end.
• COUNTY will make payment within 30 days after receipt of invoice from MOTOROLA.
=
lT&C.wpd Volume! S -7 12/29/95
20. WARRANTY
1098
1099 Warranty of the RCS System and its equipment shall be in accordance with Exhibit C which is
11 00 incorporated in the Agreement
1101
1102 21. FORCE MAJEURE
1103
1104 Neither MOTOROLA nor the COUNTY will be responsible for delays or lack ofperfonnance
1105 resulting from acts beyond the reasonable control ofthe party or parties. Such acts will include,
1106 not be limited to, acts of God; fire; strikes; material shortages~ compliance with laws or
1107 regulations; riots; acts of war; or any other conditions beyond the reasonable .control ofth~ party
1108 or parties. Delays as identified herein may cause an impact on the period of performance stated
1109 in the Agreement.
1110
1111 22. REQUIREDAPPROVALS
1112
1113 Where agreement, approval, acceptance, or consent by either party .is required by any provision
1114 of this Agreement, such action will not be unreasonably delayed or withheld.
1115
1116
:
lT&C.wpd Volume/ S-8 12/29/95
...
1:2128195
Ill ~:J:>/4U44
county of s•n Df89o
Regional Communication• System
E1fuip~mnr ~ry:
eoo Mm TNI'Ikelt s~
Meat« &e (PSC) 1,674,301.$
N<Kth SlmuJc::ar S)'ltem 1.913,203.54
Soulh :Jlmufcar spqm 1,91o,293.37
SinQie-Site System& 885,977.17
Mobile&, Pottablu, ~Control Sbl!iaM 11,57<4,696.70
Mobile Oata Sywtem
Mobilo a.m.~-1,147,738.48
960 Ml-b: 1.in11 Equi.-mt 215.630.<C4
Mobile Ollta Terrninel OevfQ!S 0.00
~Sp~Nn
.Microw~M Equ!pntant 0.00
Microwave Vtlndar SOI'\'ices
Ch~BanU 4,695_484.50
Antenrl& Syatems
Aneenna SY"(emG 1,!>42,.<167.58
Oiepatch Centn
ECC FtJmkunl Opliol'llll Eq. Wet
ECC EquipMent 1.017,836:19
TMC~~ 263;941._13
Control Stalions 108.697.66
800 MHz Mut"*' Aid E~pmem
BOO MHz MUUJai.IJet Equipmenr 2SO,S23.04
~ITRF 144.215.91
C4lmmon Equipment
ROCQmiiMXIod ~PI" Pm& 8110' fqW~ 421,588.58
Recomrn~ Tat E~pment 244,568.47
MenuatG 19,299.90
County Specified ~ent
T~Equlprmtnt 373,o49.eo.
S,.....P.rt.o 30,267.~
Equipment T ctal: 28,245,1-41.47
V~s.Mceta Tolal:
Totlll Equipment and Vendor Servicetl:
OlnildS~:
Ootailed System Oesion
Oct«ifed lll'lplen1e1 lt811on Plcnning
Mierowave Ptoeurement ~
Mi~\1t lmplementatiorl MarvJgement -Factgry S\aging Sllppatt -
~~ & Integration
Optlrnintion & Aoleptanca T Mting
System OQCUITlentalian
PMt-~ Syttom Man:agftTient Suppqrt
Training Suppctt
Program Menotqemo:rn
Pcojec;t Adminiltratim
Total cu-ts~
Motorola Conf~ and PI'Oilrietary
ruu r
EXHIBIT A
PRICING SHEET
Sub· !ot.Jis l!!t!!!
0.00
0.00
28.245,141.47
1, .. 71.~7::.
J16.916.75
171.27925
CI0,9G4.00 m.18S.oo
1.639.116.91
1;285.191.25
271.363..25 m.J70.oo
109.156.50
715,200.00
351,COO.OO
IDOl ,664.66
•'
!V ':1J'Jf4U44
Coun1y of San Otego
Reglana.t Communbrtlona S~em
Indirect s8rvices:
F~ 3t~ & Jmptsmernation ~ef'VICOS
CCSJ Factocy ~in\1
CCSI Facby Supplied Cabling
RNGFIICO!Of]~
Other Coltl:
S13(11m Warranty Period Maintattarr-"'. FNE (1-Year, So:S}
VoQ, Oatil, & M"ICtOWa.Vlt lnfrastn.ldure
RNG Hardware/Sottware
Tn~inlng
Frelgtlt
P411'fotmance 6otld3 (Z% Perl.; 10% Payment}
Total Other Com
Tocal 341VItel and OU!er Costs
Total System Befote Tm::
T u ~of equipn\8nl):
Gnancf T«al (w/o t.1icrowaw; w/o MOTstAvt.)
870,928.68
302,931.78
0.00
634,920.63
0.00
519,647.&2
478,649.!11
5t,250.00
. Nee alinr.lted esc::raw eamings attributable tQ Equipnlenl ;arid Senriees
Ncfundood ............ ~.-._
ruuo
1,173.860.66
9,475,525.32
1,664.4;66.08
11,159.993.40
39.-405.134.87
1,<;1'/7,1 59.90
-1,710.182.85
39,e72,111.92
-:UtO,IXXJ.OO
. 37,462.111.92.
12-28-95
EXHIBITB
NDLESTONEPAYMENTSCBEDULEANDTERMS
1. Upon acceptance by the County of the detailed Subsystem Overviews, Subsystem
Descriptions, System Diagrams and Equipment Lists, Motor~la shall bill for and be paid
the sum of $3,967,211.00 ·
2. Upon acceptance by the County of the detailed system Acceptance Test Procedures,
Motorola shall bill for and be paid the sum of $3,967,211.00
COUNTY acceptance or rejection of the documents listed in this Exhibit shall be provided
in writing within fifteen calendar days after the documents are received by the COUNTY.
3. U pan receipt, installation and acceptance of the backbone equipment, Motorola shall
bill for and be paid for the following, including tax and freight on a sub-system basis
(unless otherwise mutually agreed):
"I
a) $10,002, 17;2.66 upon receipt of equipment. ·· '..": ,'•,
·!, ;:._ .· j
b) $869,754.14 upon completion ofinstallation on a site by site basis.
4. Upon receipt and acceptance of the following direct services, Motorola shall bill for
and be paid the following amounts:
a) Delivery afFinal Detailed System Design Documentation: $1,813,475.30
b) Factory Staging Support due upon shipment of staged equipment:
$1, I 93,120.46
c) Optimization and Acceptance Services and Other Costs due upon conditional
acceptance of 800 Mhz voice system: $1,576,937.55
d) Training Support Courses (as each course is completed): $261,868.31
·e) Program Management Services: $15,670.17 per month beginning 30 days after
contract execution for a period of 23 months.
f) Program Administration Services: $7,690.48 per month beginning 30 days
after contract execution for a period of 23 months.
5. The balance of all field equipment, ($10,064,859.00) to include portables, mobiles,
control stations, and all antenna, line and connector equipment shall be billed upon receipt
at the prices set forth in Volume Ill or such other prices~ Iij).ltually agreed and
recognized by Change Order or Task Order issued under this AGREEMENT, including
tax and freight.
\
12-28-95
6. Conditional Acceptance I Beneficial Use of the 800 Mhz System shall constitute the
basis for a payment of $2, 167,283 .12.
7. Final Acceptance of all subsystems shall constitute the basis for a payment of
$3.250,924.68 which shall include retention of all remaining amou!lts and the balance of
the contract price, excluding task orders I options.
Receipt of mobile, portable and control station equipment is defined to occur upon
delivery and signed receipt by a County representative at a location designated by the
County at least 30 days prior to shipment. Receipt of all other equipment is defined to
occur upon delivery and signed acknowledgement of delivery by a County representative
at a location designated by Motorola within San Diego County. The County will sign the
acknowledgement of delivery within 5 days of request of Motorola
Payment shall be made within 30 days of receipt of a properly executed and approved
invoice by the Auditor I Controller.
Schedules for all items are set forth in Volume II. No payments shall be made for
equipment delivered in advance of the agreed schedules. Change. or Task Orders which
modify the delivery schedules and mileStones set forth in Volume II shall adjust the above tF·~:' payment.schedules. Any such Change or Task Order shall set forth revised pricing and
payment schedules based upon mutual agreement in the case of Change Orders exceeding
$25,000.
County of San Diego Regional Communications System
Exhibit C-Warr.mty I Warranty Period Maintenance
1.0 Product Warranties
Motorola warrants that all products provided under this agreement will be free from d.efecrs in
design, material, and workmanship for the Warranty Periods listed in Table I -Wamwty Periods.
During the respective Warrantv Periods, Motorola will repair or replace defective paru free of
charge, including freight, duru;g tile producfwarranty period. Such a~tion on the part ofMotorola
shall be the full extent of Motorola's \vamlllty liability, and the County's exclusive remedy
hereunder.
InfrastructUre maintenance labor and transportation costs to County locations will be provided in
accordance with the maintenance provisions of this agreement.
Table I -Warranty Periods
Subsvstem I Eguigment Cate~orv Be~nnin~ Date Period
Microwave Subsystem Conditional Acceptance or 1 Year
Beneficial Use
Channel Bank Equipment Conditional Acceptance or I·Year
Beneficial Use
800 MHz Trunked Subsystem Conditional Acceptance or 1 Year
Infrastructure Beneficial Use
Mutlla;l Aid Subsystem Conditional Accep~ce or ·l Year
Bct~eficial Use
Sheriff's Dispatch Consoles Conditional Acceptance or I Year·
Beneficial Use
Mobile Data Subsystem Infrastructure Conditional Acceptance or l y e:ll'
Benefici3I Use
800 MHz Mobiles, Portables; and Upon receipt at designated County 1 Ye:tr
Control Stations location
Mobile Data Terminals and Radio Upon receipt at designated County I Year
Devices location
2.0 Software Warranty
If at any time during the Warranty Period Motorola or the County shall discover one or more
reproducible defects or errors in the system software which prevents the system from properly
perfonning in material conformance with .its applicable specifications, Motorola will, at its own
expense, promptly correct such defect or error and provide·to the County corrected software.
Motorola does DOt warnmt that the operation of the system software will be uninterrupted or error
free~ however, Motorola will exercise re:l.Sonable efforts to .co~ct all system software errors and
defects. · -
12122/95 Motorola Confidential and Propriewy
County of San Diego Regional Communications System
Exhibit C-Warranty I Warranty Period Maintenance
3.0 800 MHz System Software Updates
Motorola '":an-ants that any updates to the version of sofuvare utilized in the system will be made ·
known to and offered to the County at no cost tC? the County; including software, infr:lstructure
installation, and verification of software performance, until final system acceptance and through
the one year warranty period. The County will be responsible for the installation of software in
mobiles, portables, control st:l.tions, and mobile data tenninal devices. There:tfter, Mororola shall
use its best efforts to make such updates known to the County for the County's purchase.
4.0 Nickel-Cadmium Battery Warranty
Nickel-Cadmium batteries sold by Motorola under this Agreement are warranted to be free from.
defects in workmanship and material for a period oftwelve(12) months from date of receipt at tbe
designated County location.
Nickel-Cadmium Batteries used with Motorola portable radios will be replaced without cost during
this wammty period if
I. the battery capacity fiills below 80% of rated capacity, or
2. the battery develops visually apparent leakage of electrolyte.
Replacement batteries are warranted only for the remaining unexpired warranty period of the
original battery. This warranty is void if: ·
a. the batteries are charged by other than Motorola approved battery chargers specified
for charging the battery;
b. charging is done at temper.ttures greater than +50 degrees C or less than +5 degrees C,
c. any of the seals on the battery ~nclosure or cells are broken or show evidence of
tampering;
d. the battery is used in equipment or service other than the radio equipment for which it
is specified.
S. 0 Test Equipment
Warranty on test equipment provided under this Agreement is l.i.mited to the standard manu:fucturer
warranty. The County will coordinate warranty services directly with the test equipment
manufacturer during the respective product warranty periods.
12122195 Motorola Confidential and Proprietary 2
County of San Diego Regioo.al Communiatioos Sy.nem
Exhibit C M Warranty I Warr:mty Period Maintenance
6.0 Third Party Product Warranties
Motorola shall assign to the County all wa.mmries extended to Motorola by manufacturers of third
party procfucts. Motorola shall be responsible for the administration of any third-party product
warranties, for the respective product warranty periods stated above for products provided by
Motorola under this agreement, except test equipment.
7.0 Parts Availability Warranty
Replacement parts/crystals for user equipment are normally available for seven (7) ye::trs after
cancellation for portable and mobile products and for ten (I 0) years 'on basel:fi"l:ed infrastrucrure
equipment. Every effort will be made to supply replacement items if originals are not available,
and we reserve the right to supply either assemblies or piece parts. Motorola is not responsible for
supplying replacement parts for eqliipment not manufuctured by Motorola. Motorola shall notify
the County of Motorola's or other manufucturer's intent to cancel products contained in this
Agreement. The County shall have the option of purchasing products, parts or components in a
final production run of such Motorola-manufactured products. Motorola is not responsible for
SU:pplying replacement parts for equipment not manufactured by Motorola but shall notify the
County of such znanufucturer's intent to cancel and will make reasonable efforts to secure final
production nm purchase optioilS from the m.anufu.cturer.
8.0 Services Warranty
Motoroia warrants that the services perfonned by it and its subcontractors UDder this agreement
shall be performed in a good, workmanlike and professional manner. If during the applicable
subsystem Warranty Period, the County discovers that such services have not been performed in
accordance with the warranty set forth herein, then Motorola, at its sole expense, will reperform
such services to the extent necessary to ~orrect the fault therein.
9.~ Remainder of Warranty Period
Any products replaced during the Warranty Period shall either be warranted for the remainder of
the Warranty Period or Motorola's or other manufacturer's standard commercial warranty,
whichever is longer.
10.0 Replacement During Warranty Period
In the event a particular product fails to conform to the warranty three times within the warrnnty
period, Motorola will, at the County's request. take appropr;iate.:remedial action to prevent future
reoccurrence of such repetitive product non--conformance, up to and including replacement of the
product.
12122195 Motorola Confidential and Proprietary 3
County of Sau DiegO Regional Communications System
Exhibit C-Warranty I Warranty Period M:tintenaoce
11.0 Warranty Period Maintenance Procedures
12/22195
11.,1 Infrastructure Equipment
During the product warranty periods defined above, Motorola shall provide the necessary
labor, including transportation costs, to remedy any infrastructure equipment failure in the
manner specified below:
First Echelon Maintenance
First echelon maintenance is defined as the .initial.assessmen[ of a trouble report
initiated by a system user. Initial assessment of a trouble report includes
verification of a system failure or malfunction, and a description of the· fuilure or
malfunction sufficient to determine the appropriate level of maintenance services
required. The County will provide first echelon maintenance services during the
respective product wammty periods.
Standard (Non-Emergency) Response Time
During the respective warranty periods, Motorola will respond to requests for
standard (non-emergency) maintenance services to designated County locations, ·
other tb3D remote sites, during standard service hours within six ( 6) business
hours of notification from the County after the County's first echelon response,
Motorola will perform dia1-up diagnostics within fou·r ( 4) business hours of
notification from the County after the County's ~echelon response.
Emergency Response Time
During the respective warranty periods, Motorola will respond to requests for
~ency maintenance services during standard service hours upon notification
from the County, after the County's first echelon response.
Emergency maintenance services are defined as those services required to restore a
system or site to the minimum level of system operation necessary to support
primary user operatioruil c:tpabilities. Emergency maintenance requirements do
not include restoration of a single communications channel or system component
whose failure does not affect primary user operational capabilities.
Standard Service Hours
Wa:mmtymaintenance shall be provided by Motorola from 8:00a.m. to 4:30p.m.,
Monday through Friday.
11.2 Mobiles, Portables, Control Stations, Mobile Data Terminal Devices
During the warranty period of mobiles, porta~Jes eo:ntrol stations and mobile data terminal
devices, any unit thai requires repair will be shipped by the County, directly to the
appropriate Motorola Factory Service Repair Depot (shipping information will be
provided to the designated County representative). The Motorola Factory Service Depot
will be responsible to effect the required repair(s) and to provide the associated
MotoroJa Confidential and Proprietary 4
Countv of San Diego Regional Communications Svstem
Exhibit C. Warranty I Warranty Period Maint~:mce
documentation describing the malfunction, followed by a description of the rep:tir(s) that
was implemented. All freight will be paid for by Motorola.
Motorola will make every effort to keep all system programming and software features
intact while making repairs on mobile and portable units, but in the event that during the
repair of such units the memory of such infonnation is erased or corrupted the County will
have the responsibility of reprogramming the equipment as required.
Motorola guarantees that the repaired or replacement equipment will be rerumed or
provided to the County within 30 days of receipt by Motorola for repair.
11.3 Warranty Maintenance Request and Response Procedure
The warranty maintenance request ·and response procedure is as follows:
Motorola will provide the County with a local telephone number or toll free
number to utilize when requesting a warranty service response. The County shall
designate the County personnel authorized to initiaie warranty service requests.
• Upon notification of a request for service, Motorola will telephone the County to
obtain necessary infonnation, and Motorola and the County willjointly determine
the level of response required. ·
• . Motorola will respond to the service request and petfoon the necessary warnmty
or maintenance services.
Upon restoration of sYstem operation, Motorola will repair or replace any fuiled
component.
Repaired or replaced i.nfrasnucture components will be re-installed int~ the system
and tested..
Any County spare parts will be returned to the proper inventory location.
A service log shall be kept on site and updated when services are performed and
completed.
The County maintenance supervisor shall be notified when the service response
has been completed.
11.-i Non-warranty Service Requests
In the event that Motorola should respond to a request for service from the County, and the
fuil.ure is found to be a problem outside of Motorola • s scope of responsibility, Motorola
and the County will review the County's service request procedure. After three (3) such
occurrences over the one year warranty period, Motorola will invoice the County on a time
and material basis for labor and transportation costs incurred in responding to the non-
warranty service request.
12.0 Utilization of County Owned Spare Parts
12122195 Motorola Confidential and Proprietary 5
County of San Diego Regional Communications System
Exhibit C-Warranty I Warran~· Period Maintenance
The County shall keep a complete stock and make available all spare boards, modules. ;md
equipment provided under this agreement for the purpose of restoring infrastructure equipment
operation. trfotorola will utilize County O\\'Iled spare pans to effect necessary equipment
restorations. Open repair and re-installation of the failed parts, Motorola V·:ill rerum any spare
parts utilized by Motorola to the County's spare part inventory. Motorola \viU supply any required
parts that the County does not have in stock until failed parts are repaired and available for
reinstallation.
13.0 Limitations to Warranty and Warranty Services
Warranty service support does not cover failures resulting from the following occurrences:
Equipment outages or damage that is caused by fire, flooding, lightning, commercial
power surges, vandalism. physical. abuse, acts of God, and any other external
influences.
Unauthorized attempts by the County's employees, or third parties to repair, maintain
or modifY the system.
Causes extema.l to the system, including electrical power failure or anomalies,
inadequate temperature or hwnidity control, or insufficient site grounding.
Replacement, installation, maintenance or repairs of items which are consumed in the
course ofnonnal operation ofthe system. such as magnetic tapes, computer supplies,
and printer paper.
Use of equipment or software in other than is nonnal and customary manner.
The express warranties set forth in this Agreement, including the express warranty of
merchantability ~d fitness for'a particular use set forth in Section 29 "Functional Requirements'',
are given in lieu of all other Wa.rranties, express or implied, which are specifically excluded.
Furthermore, because each radio conununications system is unique, Motorola disclaims liability for
range, coverage, subscriber capacity, service level or operation of the radio system as a whole,
except as specifically set forth in the warranties contained in this Agreement.
14.0 County of San Diego ResponsibilitieS
County responsibilities include:
12122/95
The County shall have a designated staff employee who is responsible to act on behalf
of the County with regard to Motorola's service response.
• The County shall provide appropriate Motorola personneJ full and free access to the
system and its subsystem peripherals, and waiver ofliability or other restrictions shall
not be imposed as· a site requirement
• The County sball furnish electrical service to all. County utilized service locations, and·
shall permit Motorola reasonable use ofnecessaiy cainmunication facilities, features,
and other equipment.
• The County shall provide Motorola full and free access to any specialized or system
specific test equipment used for the proper maintenance of the syst:em.
Motorola Confidential and Proprietary 6
12122/95
County of San Diego Regional Communications System
Exhibit C ·Warranty I Warranty Period Maintenance
The Col.Ulty shall provide transportation to locations requiring specialized vehicles
other than standard 2 or 4-wheel drive vehicles .
. The County shall provide access to a telephone circuit at all site locations.
The County is responsible for maintaining the SmartZone Manager data base
information, including but not limited to ;111 subscriber templates, and archive files.
;:
Motorola Confidential and Proprictuy 7
• I
UCENSE AGREEMENT
This License A_greement is between MOTOROlA, INC., a Delaware Corporation, having an office at
1301 East Algonquin Road, Schaumburg, Illinois 60196 ("Motorola") and the Licensee named
below ("Licensee").
WHEREAS, Motorola has developed or acquired, or will develop or acquire Programs (as
hereinafter defined) and/or Programs for incorporation into Motorola Products;
WHEREAS, when the Licensee purchases, from time to time through various purchase contracts
or otherwise, Programs and/or Programs incorporated into Motorola Products, the Licensee
acquires certain rights in such Programs and may utilize such Programs in accordance with
this Ucense Agreement; and
WHEREAS, at the time of purchase by Licensee, a Software License Level may be indicated for
each Program or Program contained within a Motorola Product on such purchase contracts or
otherwise.
NOW, THEREFORE, in consideration of the premises and the mutual covenants hereinafter·
expressed, Licensee and Motorola agree as follows:
Section 1 DEFlNmONS
1.1 "LICENSEE" shall mean the licensee indicated at the end of this Agreement.
1.2 "LICENSED SUBSIDIARIES" shall mean all Subsidiaries -.of Licensee that have executed
this Agreement or an Addendum hereto agreeing that the terms and conditions of this
Agreement shall apply to such Subsidiary.· Upon becoming a Licensed Subsidiary, such
Subsidiary shall be treated for all purposes as a Licensee hereunder and shall be bound
by all of the terms and conditions hereof.
1.3 "LICENSEE'S PERSONNEL" shall mean any person who is directly employed by the
Ucensee.
1 . 4 "MOTOROLA PRODUCTS" shall. mean products designed, manufactured, acquired a_nc:llor
sold by Motorola, Inc., as identified in purchase contracts or as otherwise identified.
1 . 5 "PROGRAMS" shall mean object code software for use in conjunction with Motorola
Products or for use within Motorola Products.
1 . 6 "SUBSIDIARY" shall mean any corporation, company, or other entity more than fifty
percent (50%) of. whose outstanding shares of stock entitled to vote for the election of
directors (other than any shares or stock whose voting rights are subject to restriction)
Is owned or controlled by a party hereto, directly or indirectly, now or hereafter, but
any such company or ather entity is a Subsidiary only so long as such ownership or
control exists. -
1. 7 "TRANSFEREE" shall mean a third party corpdrati6n, company, or other entity (other
than a Licensed Subsidiary) that may acquire rights in certain Programs having a Level
Two Software License through a written agreement with the Licensee.
.. .
Exhibit 8
Section 2 LICENSE
2.1 LEVEL ONE SOFTWARE LICENSE: Motorola hereby grants to Licensee a personal, non-
exclusiye, and nontransferable Level One Software License for Programs purchased by
Licensee which are identified, in writing, as Level One Software, and for any such
Programs ·that do not have an expressly written software level. A Level One Software
License shall contain the following tenns and .provisions: ·
2. 1 . 1 Licensee may use such Programs solely for the intended purpose of the
Programs;
2.1 .2 Licensee may only use Programs in the United States, in a country expressly
stated in purchase contracts pertaining to the Programs, or in a country that is
otherwise identified in a written agreement that is signed by at least Mot9rola;
2.1 .3 Licensee shall not disseminate, disclose, or make available the Programs, or any
parts thereof, in any form to a third party without the express written consent of
Motorola;
2.1 .4 Licensee shall not disassemble or reverse engineer the Programs, or any portion
thereof, without the express written consent of Motorola;
2.1 .5 Licensee will take appropriate action, by instruction, agreement or otherwise,
with any persons, including Licensee's Personnel, pennitted access to the
Program$, such that License~ satisfies its confidentiality obligations under this
License Agreement;
2. 1 . 6 Licensee shall not make copies of the Programs without the express written
consent of Motorola, except for up to. four (4) backup copies;
2. 1 . 7 Title to Programs and any copies thereof, in whole or in part, and all rights in
patents, copyrights, trade secrets, and other intellectual properties of· such
Programs are vested in Motorola;
2.1 . a The Licensee shall include all copyright notices, trademark notices, and other
proprietary legends in accordance with Motorola's in~tructions on all copies of
the Programs it makes; and
2. 1 . 9 Licensee acknowledges and agrees that the existence of any copyright notice on
any Program shall not be construed as an admission or presumption that
publication of such Program has occurred. ·
2.2 LEVEL TWO SOFTWARE LICENSE: Motorola hereby grants to Ucensee a personal, non-
exclusive, transferable Level Two Software License for such Programs purchased by
Licensee which are identified, in writing as Level Two Software. A Level Two Software
License shall contain the following terms:
2.2. 1 Licensee may use such Programs solely for the intended purpose of the Programs
and only in the distributed form of the Pro'grams; .
2.2.2 Licensee shall not make copies of the Programs except for four (4) back-up
copies; however, this restriction does not include records stored on electronic or
magnetic media that have been created by the Programs and used for system
management purposes;
U.S. Revised 5/92 Page 2 cf a
·' .
Exhibit B
2.2.3 Licensee shall not modify, adapt, or merge the Programs;
2. 2. 4 . Licensee shall not make the Programs available to a third party that is not bound
by a similar License Agreement and does not have a need to know;
2.2.5 Licensee may not disassemble, decompile, or otherwise reverse engineer the
Programs;
2.2.6 Licensee shall pay all applicable sales and use taxes or certify its exemption
therefrom;
2. 2. 7 Ucensee shall comply with the export regulations of the Office of Export
Administration for the United States Department of Commerce;
2.2.8 Licensee may transfer such Programs in their entirety to a Transferee, but only
if the Transferee uses the Programs under the same License terms and provisions
as specified herein from Motorola; and
2.2.9 Title to Programs and any copies thereof, in whole or in part, and ali rights in
patents, copyrights, trade secrets, and other intellectual properties of such
Programs are .vested in Motorola.
2. 3 LEVEL THREE SOF1WARE LICENSE: Motorola hereby grants to Licensee a personal, non-
exclusive, and nontransferable Level Three Software· License for such Programs
purchased by Licensee which are identified, in writing, as Level Three Software. A Level
Three Software License shall contain the following terms and provisions:
2. 3. 1 Licensee may use Programs solely for the intended purpose of the Programs;
2.3.2 Licensee may only use Programs at a site, or sites, expressly stated in purchase
contracts pertaining to the Programs, or at a site, or sites that are otherwise
identified in a written agreement that is signed by Motorola. If a site is not
specified, the Licensee may use the Programs only at the facility where the
Programs were initially installed;
2.3.3 Licensee shall riot disseminate, disclose, or make available the Programs, or any
parts thereof, in any form to a third party without the express written consent of
Motorola; ·
2.3.4 Licensee shall not disassemble or reverse engineer the Programs, or any portion
thereof, without the express written consent of Motorola;
2.3.5 Licensee will take appropriate action, by instruction, agreement or otherwise,
with any persons, including Licensee'!; Personnel, permitted access to the
Programs, such that Licensee satisfies its confidentiality obligations under this:
License Agreement;
2.3.6 Licensee may make copies of the Programs,-but only in sufficient quantities to
service the site, or sites, expressly stated in purchase contracts pertaining to.
the Programs or otherwise identified in a written agreement that is signed by at
least Motorola. If a site is not specified, the Licensee may only make copies of the
Programs in sufficient quantities to service the facility where the Programs
were initially installed;
U.S. Revised 5/92 Page 3 of 8
" .
Exhibit 8
2. 3. 7 Title to Programs and any copies thereof, in whole or in part, and all rights in
patents, copyrights, trade secrets, and other intellectual properties of such
. Programs are vested in Motorola;
2.3 .8 The Licensee shall include all copyright nottc~s. trademark notices, and other
proprietary legends in accordance w·ith Motorola's instruc,tions on all copies of
the Programs it makes; and
2.3.9 Licensee acknowledges and agrees that the existence of any copyright notice ·on
any Program shall not be construed as an admission or presumption that
publication of such Program has occurred.
Section 3 PROVISIONS AND CONDITIONS FOR SOFTWARE LJCENSES
3. 1 Licensee agrees to pay for each Program, a one-time, lump-sum, License fee. Each such
License fee shall be· due and payable upon receipt of invoice unless otherwise specified.
Service charg~s at the maximum rate permitted by applicable law may be invoiced on
accounts more than ten (10) days past due and shall be due and payable upon receipt of
invoice for such service charges.
3.2 The License fee for each Program will be listed· in Motorola's current Price Book,
current addendum to such Price Book, or other tangible form. License fees in the Price
Book are subject to change without notice. Orders for each Program will be billed at the
License fee in effect on the day Licensee's order is entered.
3. 3 Ucensee shall pay all sales, use and excise taxes, anq any other assessments in the
nature of taxes, however designated:
3.3. 1 on each Program or its License or use;
3.3.2 resulting from this License Agreement; or
3.3.3 on any amount payable for any services furnished under this License Agreement,
exclusive of personal property taxes assessed on the Program and taxes based on
· Motorola's net income, unless Licensee furnishes Motorola with a certificate of
exemption from payment of such taxes which is in a form reasonably acceptable
to Motorola.
3. 4 Ucens~e shall not assign or transfer this Ucense Agreement or sublicense any Program
purchased under this License Agreement. without the prior written consent of Motorola.
Any prohibited assignment, transfer or sublicense shall be null and void.
3. 5 Motorola reserves the right fo assign this Ucense Agreement, encumber or sell any
Program. or subcontract any of its obligations hereunder, either in whole or in part,
without notice to or the consent of Licensee.
3. 6 Motorola shall not be responsible for support or .fielq service of any Program under this
Ucense Agreement. Any maintenance by Motorola; if available, shall be by separate
agreement on Motorola's then current terms and conditions and at Motoroia's then
current prevailing rates for such maintenance.
U.S. Aevtsed S/92 Page 4 ciS
• •• •
Exhibit B
Section 4 TERM OF LICENSE AGREEMENT
4. 1 This License Agreement shall have a term of ten (1 0) years and shall be applicable to aU
Prograr:ns and/or Programs contained within Motorola Products that are purchased. or
otherwise acquired, by Licensee; or Transferee, during the term of. this License
Agreement.
4.2 This License Agreement may be terminated prior to the expiration of the ten year term
for the reasons set forth in Section 6. For premature termination, the procedures
specified in Section 6 must be followed.
Section 5 CONFIDENTIALITY
5. 1 Licensee shall keep each Program confidential and shall not use any Program for any
purpose other than its intended purpose.
5.2 Licensee shall restrict access to each Program to Licensee's Personnel who have a need
to know.
5. 3 Licensee shall not disclose or disseminate Programs, or any parts thereof, to any third
party during the term of this License Agreement and for a period of ten years after the
termination of this License Agreement, without the express written consent of Motorola.
5. 4 The obligations of this Section 5 shall survive the expiration, termination, or
cancellation of this Ucense Agreement for any cause. ·
5. 5 The obligations of this Section 5 shall not apply to information that:
5.5.1 Is or becomes publicly known through no wrongful act on the part of Ucensee;
5.5.2 Is already known to Ucensee at the time of disclosure;
5.5.3 Is rightfully received by Licensee from a third party without breach of this
License Agreement; or
5.5.4 Is explicitly approved for public release by written authorization of Motorola.
Section 6 TERMINATION
6. 1 If either, party commits a material breach of any of its obligations set forth herein, in a
purchase contract for Programs, or other agreement regarding Programs, the other
party may give written notice of termination to the breaching party. The written notice
of termination shall specify the material breach and must specify whether· the entire
License Agreement is being terminated or whether the License Agreement is being
terminated with respect to a particular Program, or particular Programs. Upon receipt
of the written notice of termination, the breaching party shall have sixty (60) days to,.
cure the material breach. In the event that the material breach is not cured during the
sixty (60) days, the License Agreement is termi11ateg as specified in the written netic~
of termination. · -·
6 . 2 The termination set forth in Section 6.1 shall not be exclusive of any other remedies or
means of redress to which the non-breaching party may be lawfully entitled. .
u.s. Revised 5/92 Page 5 of 8
,. 19 •
Exhibit 8.
· 6.3 Upon termination of this License Agreement or termination of this License Agreement for
any particular Program(s), Licensee shall promptly forward to Motorola, or to
Motorola's designee, all copies of Programs for which this License ·Agreement is
termin~ted.
Section 7 WARRANTY
7. 1 For the first one (1} year following its initial shipment, Motorola warrants that, when
properly used, its Programs will be free from reproducible defects that cause a material
variance from its published specification. However, Motorola does not warran~ that
Program operation will be uninterrupted or error-free, that each defect will be
corrected, or that any Program will meet Licensee's particular requirements.
7. 2 MOTOROLA'S TOTAL UABILITY AND LICENSEeS SOLE REMEDY FOR ANY WARRANTED
PROGRAM SHALL BE LIMITED TO, AT MOTOROlA'S OPTION, PROGRAM REPLACEMENT OR
THE PAYMENT OF UCENSEE'S ACTUAL DAMAGES, NOT TO EXCEED THE SUMS PAID TO
MOTOROlA FOR THE MOTOROlA PRODUCT INCORPORATING THE DEFECTIVE PROGRAM.
THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE; SUBSEQUENT TRANSFEREES
ACCEPT THESE PROGRAMS "AS IS" AND WITHOUT WARRANTIES OF ANY KIND. THIS
WARRANTY' REPLACES ALL OTHER WARRANTIES, EXPRESSED OR IMPUED, INCLUDING,
WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY AND ATNESS FOR A
PARTICULAR PURPOSE
Section 8 LIM.JTATION OF liABILITY
8. 1 The entire Motorola liability to Licensee for damages concerning performance or
nonperformance by Motorola under the License Agreement or in any way. related to the
subject matter of the License Agreement, regardless of whether the claim for such
damages is based in contract, tort or otherwise, and Ucensee's sole and exclusive remedy
shall be limited to the payment by Motorola of actual damages not to exceed the total
license fee paid by Licensee for the Program, or Programs that caused the damages or is
the subject matter of or is directly related to such claim.
8.2 IN NO EVENT SHALL MOTOROLA BE LIABLE FOR SPECIAL, INCIDENTAL OR
CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, TIME OR
DATA, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS) TO THE F.ULL
EXTENT SUCH MAY BE DISCLAIMED BY LAW EVEN IF MOTOROLA HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR FOR ANY CLAIM AGAINST UCENSEE BY ANY
OTHER PARTY.
Section 9 INDEMNIFICATION
9. 1 If promptly notified in writing, Motorola will defend any suit against Licensee that
claims that U.S. patents, copyrights, or trade secrets of another have been infringed
solely by Motorola's unaltered Programs and will pay any associated costs or damages
finally awarded. Upon Motorola's request, Licensee agrees to reasonably assist in any:
defense and surrender control of the suit to Motorola. Motorola may elect', at any time, ·
to modify or replace these Programs with equi'l(aleot non-infringing items, obtain the
right to continue using the Programs or, if these remedies are not reasonably available,
terminate this License Agreement with respect to such Programs. Motorola shail have
no liability for infringement that arises from any modification of Motorola's Programs
by Licensee or from Licensee's combination of Motorola's Programs with another's.
U.S. Revised 5/92 Page 6 of 8
. ... ..
Exhibit B
Section 10 DISPUTES
1 0. 1 Motorola and the Licensee will attempt to settle any claim or controversy arising out of
this Agreement through consultation and negotiation in good faith 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 Licensee within thirty (30) days
after written notice by one of the parties demanding nonAbinding mediation. Neither one
of the parties may unreasonably withhold consent to the selection of a mediator, and
Motorola and the Licensee will share the cost of the mediation equally. By mutual
agreement, however, Motorola and Licensee 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 ("ADA").
10.2 Any dispute which cannot be resolved between the parties through negotiation or
mediation within two (2) months of the date ef the initial demand for it by one of the
part.ies may th.en be submitted to a court of competent jurisdiction in Illinois. Both
Motorola and Llcensee consent to jurisdiction over it by such a court. The use of any ADA
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 1 1 GENERAL PROVISIONS
11. 1 This License Agreement constitutes the complete and exclusive statement of the
agreement between Motorola and Licensee, and supersedes all oral or written proposals,
prior agreements and other prior communications between the parties, conceming the
subje~t matter of the License Agreement.
11 .2 .All formal notices, consents and other communications required or permitted under this
License Agreement shall be in writing and shall be sent in such a way as to assure
receipt by the other party. Either party may change its address for formal notices by
written notice to ~he other party.
11 . 3 This License Agreement shall be governed by and construed in accordance with the laws
of the State of Illinois. ·
11 .4 No representation or promise relating to, and no amendment of, this License Agreement
shall be binding unless it is in writing and signed by both parties.
11 . 5 The terms and conditions of this License Agreement shall prevail notwithstanding any
variance with the terms and conditions of any order submitted by Ucensee.
-11 . 6 Motorola shall not be liable for any failure to perform due to causes beyond its
reasonable control. =
1 1 . 7 No waiver by a party of any breach of any provision of this License Agreement shall
constitute a waiver of any other breach of that or any other provision of this License
Agreement.
u.s. Aevisea 5/92 Page 7 ot e
... ..,. It
Exhibit 8
· 1 1 . 8 Licensee recognizes that applicable Federal Communications Act and other statutes, laws,
ordinances, rules, and regulations may change. from time to time and that accordingly
Motorola in its sole discretion has the right without liability to modify this License
Agreement to comply with such change.
11 . 9 In the event that any of the provisions contained in this License Agreement are held to be
unenforceable, this License Agreement shall be construed without sue~ provisions.
11 . 1 0 No action, regardless of form, arising out of the License Agreement may be brought by
Licensee more than one (1) year after the cause of action has arisen.
11 . 11 When, at the time a Program or Program contained within a Motorola Product is
shipped, a Software Level is not indicated in the purchase contract or otherwise, such
Program shall be deemed Level One Software. The Software Level of a Program may be
amended by a written agreement signed by Motorola.
ACCEPTED AND APPROVED AS OF
199_
UCENSEE:
MOTOROLA INC. PURCHASER
By: By:
(Authorized Signature) {Authorized Signature)
Name: Name:
(Print • Block Letters) (Print -Bleck Letters)
Title: Title:
(Print • Block Letters) (Print • Bleck Letters)
Date: Date:
Customer#:
Address for Formal Notices: Address for Formal Notices:
Motorola, Inc.
1303 East Algonquin Road
Schaumburg, Illinois 60196
Attn.: Intellectual Property Department Attn.:
UCENSED SUBSIDIARIES (if any} =
NAME:
TITLE:
DATE
U.S. Revised 5192 Page a ot a '·