Orange County Sheriff-Coroner Department Communications
Contents
1. ii defects or damage occurring from misuse accident liquids neglect or acts of God iii defects or damage occurring from testing maintenance disassembly repair installation alteration modification or adjustment not provided or authorized in writing by Motorola iv breakage of or damage to antennas unless caused directly by defects in material or workmanship vi defects or damage caused by Customer s failure to comply with all applicable industry and OSHA standards vii Equipment that has had the serial number removed or made illegible viii batteries because they carry their own separate limited warranty ix scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment and x normal or customary wear and tear 7 5 WARRANTY CLAIMS Motorola will at no additional charge to Customer repair the defective Equipment or Motorola Software replace it with the same or equivalent product or refund the price of the defective Equipment or Motorola Software upon verbal notification by Customer Such action will be the full extent of Motorola s liability hereunder If this investigation indicates the warranty claim is not valid then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola s current labor rates Repaired or replaced product is warranted for the balance of the original applicable Warranty Period All replaced products or parts2. Customer will perform its contractual responsibilities in accordance with this Amendment Section 4 CONTRACT PRICE PAYMENT AND INVOICING 4 1 CONTRACT PRICE The Contract Price in U S dollars is 2 055 116 26 for the Dana Point Remote Simulcast Site Addition and 201 793 19 for the Westminster Simulcast Remote Site Addition 4 2 INVOICING AND PAYMENT Concerning the Dana Point project Motorola will submit invoices to Customer according to the Payment Schedule included in this proposal Concerning the Westminster project Motorola will submit invoices to Customer upon shipment of the equipment or performance of the services Customer will make payments to Motorola within 30 days after the date of each invoice Customer will make payments when due in the form of a wire transfer check or cashier s check from a U S financial institution Section 5 TITLE AND RISK OF LOSS Title to the Equipment shall transfer to Customer upon delivery of the Equipment to the designated storage warehouse or storage area Risk of loss for the Equipment shall transfer to Customer upon delivery of the Equipment to the Equipments installation site Section 6 ABOVE WARRANTY SERVICES This provision concerns the Dana Point project Amendment No 6 1 Motorola Contract No 05 13272 DL In addition to the warranty described in Amendment 3 during the Warranty Period Motorola will provide the services described in the Above Warranty Services Statement of Work
3. IN WITNESS WHEREOF the parties have executed this Sixth Amendment to Agreement for the purpose of expanding the coverage of the 800 MHz Countywide Coordinated Communications System in the County of Orange State of California Motorola Inc By Name Title Date COUNTY OF ORANGE a political Subdivision of the State of California By Date APPROVED AS TO FORM COUNTY COUNSEL By Date Assistant County Counsel Amendment No 6 2 Motorola Contract No 05 13272 DL Exhibit A Amendment No 3 to Agreement No S0000015 95 Between County of Orange and Motorola Inc Amendment No 6 Motorola Contract No 05 13272 DL AMENDMENT NO 3 TO AGREEMENT NO S0000015 95 BETWEEN COUNTY OF ORANGE AND MOTOROLA INC This document constitutes Amendment No 3 to Agreement No S0000015 95 between the County of Orange and Motorola Inc Agreement The Agreement as amended by Amendments Numbers 1 and 2 shall be referred to as the Original Agreement RECITALS 1 The Original Agreement continues to apply in full force and effect except as specifically changed here 2 Article 7 of the Original Agreement provides a firm pricing schedule for the Eguipment and Software listed on Exhibit C to the Original Agreement The Equipment and Software listed on Exhibit C to the Original Agreement shall be referred to as the Original Products 3 During the years after the Original Agreement was signed Motorola has designed and bro
4. Amendment shall apply only to purchases of Original Products and Successor Products that occur on or after the Effective Date Nothing in this Amendment shall change any rights or obligations of either party concerning Products that were purchased prior to the Effective Date 3 2 CONTROLLING TERMS AND CONDITIONS The following terms and conditions shall control any purchases of Original Products or Successor Products purchased on or after the date of this Amendment 3 3 CHANGE ORDERS Either party may request changes within the general scope of this Amendment Neither party is obligated to perform requested changes unless both parties execute a written change order 3 4 TERM Unless otherwise terminated in accordance with the provisions of this Amendment or extended by mutual agreement of the parties the term of this Amend 3 to S0000015 95 2 11 13 03 Amendment will begin on the Effective Date and shall continue until May 20 2010 Any warranty in effect upon termination of the Agreement shall continue in effect through the applicable warranty period 3 5 ADDITIONAL PRODUCTS During the Term of this Amendment Customer may order additional Products provided that the product is still being sold by Motorola Each order must refer to Agreement S0000015 95 and this Amendment and must specify the pricing and delivery terms The applicable provisions of this Amendment will govern the purchase and sale of the additional Products 3 6 MAINTEN
5. o a an Name Kobert Schosslec Title M CES VP 4 Dire toy Date IA 19 0 3 REVIEWED AND APPROVED AS TO FORM ENB UE 2 4 03 DA MOTOR CONTRAOTS ANN COMPLIANCE DEPT Amend 3 to 0000015 9 Customer By Name Jame EVES Title kisiyt ri 2 CFP finan cial Adone Date l2 l6 03 OFTE OF THE COUNTY COUNSEL HAL hana Dair 2 2 7 8 11 13 03 EXHIBIT B Dana Point Remote Simulcast Addition proposal dated March 14 2006 Amendment No 6 Motorola Contract No 05 13272 DL Exhibit C Westminster Simulcast Remote Site Addition proposal dated March 14 2006 Amendment No 6 Motorola Contract No 05 13272 DL Equipment List and Pricing EQUIPMENT LIST AND PRICING Project Total Equipment 162 477 50 Code Plugs and Code Plug Installation 12 700 00 QUANTAR Controller SZ3 0 Downgrade 12 440 00 Freight 1 583 68 Tax 12 592 01 Due to the system not being staged and Motorola not providing implementation services Orange County is responsible for integrating the equipment to be a functional site within the SmartZone system Therefore Orange County 1s responsible for custom cables labeling interfacing drawings documentation etc MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 1 ORANGE COUNTY SHERIFF CORONER DEPARTMENT EQUIPMENT LIST AND PRICING WESTMINSTER REMOTE SIMULCAST SITE A
6. will become the property of Motorola 7 6 PARTS AVAILABILITY Concerning Original Products Section 19 5 of the Original Agreement will apply Concerning the Successor Products the following will apply Motorola will use best commercially reasonable efforts to provide replacement parts for Motorola manufactured subscriber equipment for seven 7 years and for Motorola manufactured fixed infrastructure equipment for ten 10 years both from the date of last manufacture Motorola reserves the right to supply either assemblies or piece parts 7 7 THIRD PARTY WARRANTY Motorola will pass through to Customer any third party warranties that exceed the Motorola warranty provided in this Amendment Motorola will not assume any obligations concerning the pass through third party warranties 7 8 ORIGINAL END USER IS COVERED These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial industrial or governmental use only and are not assignable or transferable 7 9 DISCLAIMER OF OTHER WARRANTIES THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS EXPRESS Amend 3 to S0000015 95 5 11 13 03 OR IMPLIED INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE Section 8 CONFLICTS OF INTEREST Motorol
7. 0 319 00 1 X888 ADD GPS SIMULCAST ae 639 00 1 T5365 QUANTAR QUANTRO FAMILY MODEL 3 936 7 3 936 24 1 X750 ADD 800 MHZ BAND RX 806 825 MHZ TX 851 870 MHZ 100 20 WATTS 3 667 86 3 667 86 1 X897 A ENH SZ6809 ASTR CAI TRK QTAR 702 90 702 90 1 X87 DEL CABINET 125 00 125 00 1 x287 DEL FUNCTIONAL MANUAL 50 00 50 00 1 U752 ADD POWER CORD 12 FT AC QTAR 50 00 50 00 1 X889 ADD ASTRO WIL INTEC V 24 319 00 319 00 1 X888 ADD GPS SIMULCAST 639 00 639 00 Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 MOTOROLA ORANGE COUNTY SHERIFF CORONER DEPARTMENT EQUIPMENT LIST AND PRICING WESTMINSTER REMOTE SIMULCAST SITE ADDITION Qty Model Number Description Unit Price Total Price 1 T5365 QUANTAR QUANTRO FAMILY MODEL 3 936 24 3 936 24 1 X750 ADD 800 MHZ BAND RX 806 825 MHZ TX 851 870 MHZ 100 20 WATTS 3 667 86 3 667 86 X897 A ENH SZ6809 ASTR CAI TRK QTAR 702 T 702 90 DEL CABINET 125 r 125 a X287 DEL FUNCTIONAL MANUAL 50 00 50 00 U752 ADD POWER CORD 12 FT AC QTAR 50 00 50 00 X889 ADD ASTRO WIL INTFC V 24 319 i 319 00 X888 ADD GPS SIMULCAST 639 639 00 X750 X8 T5365 QUANTAR QUANTRO FAMILY MODEL 3 936 a 3 936 24 ADD 800 MHZ BAND RX 806 825 MHZ TX 851 870 MHZ 100 20 WATTS 3 667 a 3 667 86 97 A ENH SZ680
8. 00 20 WATTS yp G a oo 851 870 MHZ 100 20 WATTS CO S To o wO O 1 X750 ADD 800 MHZ BAND RX 806 825 MHZ TX 3 667 86 851 870 MHZ 100 20 WATTS 1 X897 A ENH SZ6809 ASTR CAI TRK QTAR 702 90 COO T o o e 1 X750 ADD 800 MHZ BAND RX 806 825 MHZ TX 3 667 86 851 870 MHZ 100 20 WATTS Q MOTOROLA EQUIPMENT LIST AND PRICING Unit Price Total Price 3 936 24 3 667 86 702 90 125 00 200 00 319 00 639 00 3 936 24 3 667 86 702 90 125 00 50 00 319 00 639 00 3 936 24 3 667 86 702 90 125 00 50 00 319 00 639 00 3 936 24 3 667 86 Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 3 ORANGE COUNTY SHERIFF CORONER DEPARTMENT EQUIPMENT LIST AND PRICING WESTMINSTER REMOTE SIMULCAST SITE ADDITION Qty Model Number Description Unit Price Total Price 702 90 125 00 50 00 319 00 639 00 KN Site 1 Repeaters m T5365 QUANTAR QUANTRO FAMILY MODEL 3 936 24 3 936 24 1 X750 ADD 800 MHZ BAND RX 806 825 MHZ TX 3 667 86 3 667 86 851 870 MHZ 100 20 WATTS X897 A ENH SZ6809 ASTR CAI TRK QTAR 702 90 702 90 1 X87 DEL CABINET 125 00 125 00 1 x287 DEL FUNCTIONAL MANUAL 50 00 50 00 1 U752 ADD POWER CORD 12 FT AC QTAR 50 00 50 00 1 X889 ADD ASTRO WIL INTFC V 24 319 0
9. 9 ASTR CAI TRK QTAR 702 as 702 90 DEL CABINET 125 ms 125 a X287 DEL FUNCTIONAL MANUAL 50 00 50 00 U752 ADD POWER CORD 12 FT AC QTAR 50 00 50 00 X889 ADD ASTRO WIL INTEC V 24 319 2 319 00 X888 ADD GPS SIMULCAST 639 a 639 00 Site 1 Manual Entries Ce DQMPPCXZXH4 PNL MPP 24 PT RJ50 PNP 1 75X19 DSM INTERFACE 840 Z 840 00 DQMPPCXZXH2 PNL MPP 24 PORT 3 CONN T INTERFACE 606 e 606 00 Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 Q MOTOROLA ORANGE COUNTY SHERIFF CORONER DEPARTMENT EQUIPMENT LIST AND PRICING WESTMINSTER REMOTE SIMULCAST SITE ADDITION Qty Model Number Description Unit Price Total Price 2 DSPREM816460 4 PORT 4W DSM CARD 8 950 00 17 100 00 3083704X13 SHIELDED REPEATER CABLE 50 38 25 162 477 50 MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 6 Statement of Work STATEMENT OF WORK MOTOROLA SYSTEM TECHNOLOGIST SERVICES Motorola Systems Integration appreciates the opportunity to work with Orange County and provide System Technologist technical services SCOPE This is a quotation to provide Motorola System Technologist services to order and install the new controller code plugs to support Orange County s implementation of the Westm
10. AN MOTOROLA Southwest Cell er Simulcast Remote site Addition Orange County Sheriff Coroner Department Communications March 14 2006 AMENDMENT No 6 This document constitutes Amendment No 6 to Agreement No S0000015 95 between the County of Orange and Motorola Inc Agreement The Agreement as amended by Amendments Numbers 1 2 3 4 and 5 shall be referred to as Original Agreement For good and valuable consideration the parties agree as follows Section 1 EXHIBITS The Exhibits listed below are incorporated into and made a part of this Amendment In resolving any ambiguities the main body of this Amendment will take precedence over the Exhibits and any inconsistency between Exhibits A through C will be resolved in the order in which they are listed Exhibit A Amendment No 3 to Agreement No S0000015 95 between County of Orange and Motorola Inc Exhibit B Dana Point Remote Simulcast Addition proposal dated March 14 2006 Exhibit C Westminster Simulcast Remote Site Addition proposal dated March 14 2006 Section 2 Contractual Terms and Conditions Except as stated herein the terms and conditions of Amendment No 3 to Agreement No S0000015 95 Between County of Orange and Motorola Inc shall apply to this project Section 3 SCOPE OF AGREEMENT AND TERM Motorola will provide ship install and test the System and perform its other contractual responsibilities all in accordance with this Amendment
11. ANCE SERVICE This Amendment does not cover maintenance or support of the Products except as provided under the warranty If Customer wishes to purchase maintenance or support Motorola will provide a separate maintenance and support proposal upon request 3 7 MOTOROLA SOFTWARE Any Motorola Software including subsequent releases is licensed to Customer solely in accordance with the Software License Agreement Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement 3 8 NON MOTOROLA SOFTWARE Any Non Motorola Software is licensed to Customer in accordance with the standard license terms and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non Motorola Software pursuant to the Software License Agreement or the Non Motorola Software is an Original Product in which case the Software License Agreement applies and the copyright owner will have all of Licensor s rights and protections under the Software License Agreement Section 4 PAYMENT REQUIREMENTS 4 1 TERMS OF PAYMENT Motorola will submit to Customer invoices for Products when they are delivered Customer will make payments to Motorola within thirty 30 days after the date of each invoice Customer will make payments when due in the form of a check cashier s check or wire transfer drawn on a U S financial institution Payments made by Custom
12. DDITION EQUIPMENT LIST Qty Model Number Description Unit Price Total Price System pf Manual Entries od SWO56A CODE OPERATED DATA SWITCH 1 745 00 1 745 00 DQRMO056 COS 16 MASTER RACKMOUNT 82 50 82 50 E S ee Westminster Housings amp Housing oo Accessories 558 00 558 00 558 00 558 00 re Ns026 HOW RAGIN GUANTAR STOATONE 48 50 09 0 ee eee eee Site 2 1 DQMPPCXZXH4 PNL MPP 24 PT RJ50 PNP 1 75X19 DSM 840 00 840 00 INTERFACE 1 DQMPPCXZXH2 PNL MPP 24 PORT 3 CONN T1 606 00 606 00 INTERFACE DS58104 SWITCH MODULE A B ONLY 413 00 413 00 DSPREM816460 4 PORT 4W DSM CARD 8 550 00 17 100 00 Site 1 Sitesi Controller 1 SQM01SUM0067 MTC 3600 SZ RESC 28 400 00 28 400 00 D391AO ADD 7 CHANNELS 14 CH CTY 7 600 00 7 600 00 D179CE ADD MTC 3600 SIMUL REM SPARES 7 940 00 7 940 00 ZA00323AB ADD REDUNDANT 48 VDC POWER 1 830 00 1 830 00 SUPPLY X113AG ALT 48 VDC POWER SUPPLY e D396AH ADD OPERATIONS SERVICE MANUAL 940 00 940 00 D396AP ADD MANUAL MTC 3600 SMARTZONE 339 00 339 00 Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 MOTOROLA 2 ORANGE COUNTY SHERIFF CORONER DEPARTMENT WESTMINSTER REMOTE SIMULCAST SITE ADDITION Qty Model Number Description b SIMULCAST O O OO OOO oo TZ OO Oo O OO O o a 851 870 MHZ 1
13. a shall comply with Article 38 of the Original Agreement concerning conflicts of interest Section 9 DELAYS FORCE MAJEURE Article 17 of the Original Agreement shail control delays and Force Majeure Section10 DISPUTES Article 43 of the Original Agreement shall control disputes Section 11 PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION Articles 26 and 27 of the Original Agreement shall control patent and copyright infringement indemnification Section 12 LIMITATION OF LIABILITY This limitation of liability provision shall apply to the purchase of any original or successor products under this Amendment after the effective date Except for personal injury or death Motorola s total liability whether for breach of contract warranty negligence strict liability in tort indemnification or otherwise will be limited to the direct damages recoverable under law but not to exceed the price of the Products with respect to which losses or damages are claimed ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS INCONVENIENCE LOSS OF USE Time DATA GOOD WILL REVENUES profits or savings or other SPECIAL incidental INDIRECT OR consequential damages IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT This limitation of liability wi
14. er shall not preclude the right of Customer from thereafter disputing any Products billed under this Amendment and shall not be construed as acceptance of any part of the Products 42 FREIGHT TITLE AND RISK OF LOSS All freight charges will be pre paid by Motorola and added to the invoices Title and risk of loss to the Products will pass to Customer upon delivery to Customer except that title to Software will not pass to Customer at any time Motorola will pack and ship all Products in accordance with good commercial practices 4 3 INVOICING INSTRUCTIONS As a condition of payment of any invoice the Customer must receive an invoice in an acceptable format Proper references must be made to the Original Agreement number the Contractor s Federal I D number and the California sellers permit number if applicable In addition sufficient itemization and or description including the serial numbers of any equipment items must appear on the invoice Dollar amounts extensions and totals must be correct When appropriate Amend 3 to S0000015 95 3 11 13 03 dollar amounts for taxes freight or any other fees must be adequately described and itemized Section 5 PRICING 9 1 ORIGINAL PRODUCT The pricing of the Original Products shall be controlled by Article 7 of the Original Agreement 5 2 SUCCESSOR EQUIPMENT The pricing of the Successor Equipment shall be controlled by the Price Book With the exception of the XTS 5000 radios the price
15. gs documentation etc REPAIRS It is the responsibility of Orange County personnel to acquire parts and effect repairs as identified to the existing infrastructure equipment Motorola ST shall not provide parts and or spare boards to support these repairs Motorola shall not be held responsible for schedule overruns system coverage or system malfunctions related to these items MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 2 ORANGE COUNTY SHERIFF CORONER DEPARTMENT STATEMENT OF WORK WESTMINSTER REMOTE SIMULCAST SITE ADDITION CERTIFICATE OF COMPLETION Customer Name Orange County Customer Contract PO Project Number Services Provided Code Plug Installation OC agrees that all contracted services provided by Motorola have been received and are complete Completion authorizes Motorola to bill for the OC agreement to make payment OC Representative Print Full Name Title Signature Date Motorola Representative Print Full Name Title Signature Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 MOTOROLA 3
16. inster site Motorola System Integration agrees to provide the following parts for this work m One 1 main 6809 controller code plug m One 1 backup 6809 controller code plug m One 1 spare set of 6809 code plugs Motorola s System Technologist ST will work under the direct supervision of Orange County personnel to coordinate schedule assignments and tasks MOTOROLA ASSUMPTIONS m No implementation services are included with this proposal m Motorola is not providing software or warranty for these technical services ORANGE COUNTY RESPONSIBILITIES Orange County shall accomplish and provide for the following general items m Orange County shall make available a representative during normal business hours 8 AM to 5 PM Monday through Friday to assist Motorola employees with their assigned task optimization Orange County shall attempt to accommodate after hour assistance as needed MOTOROLA Use or disclosure of this proposal is subject to the restrictions on the title page Motorola Confidential Proprietary March 14 2006 1 ORANGE COUNTY SHERIFF CORONER DEPARTMENT STATEMENT OF WORK WESTMINSTER REMOTE SIMULCAST SITE ADDITION m Due to the system not being staged and Motorola not providing implementation services Orange County is responsible for integrating the equipment to be a functional site within the SmartZone system Therefore Orange County is responsible for custom cables labeling interfacing drawin
17. ll survive the expiration or termination of this Agreement Section13 PROPRIETARY RIGHTS 13 1 PROPRIETARY RIGHTS OF EQUIPMENT AND SOFTWARE Motorola owns and retains all of its Proprietary Rights in the Equipment and Software The third party manufacturer of any Equipment and the copyright owner of any Non Motorola Software own and retain all of their Proprietary Rights in the Equipment and Software Nothing in this Agreement is intended to restrict the Proprietary Rights of Motorola any copyright owner of Non Motorola Software or any third party manufacturer of Equipment Ali intellectual property developed originated or prepared by Motorola in connection with providing to Customer the Equipment Software or related services remain vested exclusively in Motorola and this Agreement does not grant to Customer any shared development rights of intellectual property Amend 3 to S0000015 95 6 11 13 03 13 2 SOFTWARE LICENSE Except as explicitly provided in the Software License Agreement including section 2 2 of the Original Agreement which allows customer to reproduce all of the Motorola generated 800 MHz system software nothing in this Agreement will be deemed to grant either directly or by implication estoppel or otherwise any right title or interest in Motorola s Proprietary Rights Concerning both the Motorola Software and the Non Motorola Software Customer agrees not to modify disassemble peel components decompile otherwise re
18. ne 1 year from the date of delivery Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship Motorola shall repair or replace equipment or parts during the warranty period All parts and labor shall be included by Motorola at no charge If a piece of equipment fails or operates at less than the manufacturer s designed specifications three times for the same or similar reason within its warranty period Motorola will replace the piece of equipment at Customer s request 7 2 EQUIPMENT COMPATABILITY New equipment and accessories must operate in a manner consistent with equipment purchased under the original Agreement and meet the customized requirements of the 800 MHz CCCS unless specifically noted in the front of the Price Book 7 3 SOFTWARE WARRANTY For one 1 year from the date of delivery Motorola warrants the Software licensed pursuant to the Software License Agreement in Amend 3 to S0000015 95 4 11 13 03 accordance with Sections 19 2 and 19 3 of the Original Agreement Concerning Non Motorola Software that is not licensed pursuant to the Software License Agreement Motorola will pass through to Customer the manufacturer s software warranty 7 4 EXCLUSIONS TO EQUIPMENT AND SOFTWARE WARRANTIES These warranties do not apply to i defects or damage resulting from use of the Equipment or Software in other than its normal customary and authorized manner
19. s in the Price Book are a fixed discount off of the list price for specific categories of Products The applicable list price shall be the list price in effect on the date of the order However Motorola will provide Customer with a 30 day grace period before any price change will take effect Concerning the XTS 5000 radios the fixed price in the Price Book shall be effective through and including December 31 2005 After December 31 2005 a new price for the XTS 5000 radios shall be determined by mutual agreement of the parties A software release authorization to flash XTS 5000 radios with Q4 2004 DTMF and multi scan capabilities will be provided with each XTS 5000 purchased prior to the Q4 2004 release If a new product is added to the Price Book Motorola reserves the right to establish a fixed discount for the new product Any discount not meeting the category discount shall be by mutual agreement of the Parties with the approval of the Governance Committee Section 6 ACCEPTANCE Acceptance of the Products will occur upon delivery to Customer unless the Statement of Work provides for acceptance verification or testing in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing Notwithstanding the preceding sentence Customer s use of the Products for their operational purposes will constitute acceptance Section 7 REPRESENTATIONS AND WARRANTIES 7 1 EQUIPMENT WARRANTY For o
20. sign this Amendment has executed this Amendment Equipment means the hardware components of the Original and Successor Products purchased by Customer under this Amendment Motorola Software means Software that Motorola owns Non Motorola Software means Software that a party other than Motorola owns Original Products means the Equipment and Software listed on Exhibit C to the Original Agreement Price Book means the Orange County Equipment Price Book Exhibit A Products means both Original Products and Successor Products Proprietary Rights means the patents patent applications inventions copyrights trade secrets trademarks trade names mask works know how and other intellectual property rights in and to the Equipment and Software including those created or produced by Motorola under this Amendment and any corrections bug fixes enhancements updates or modifications to or derivative works from the Software whether made by Motorola or another party Software means the Motorola and Non Motorola Software in object code format that is furnished with the Products Software License Agreement means the Revised Exhibit G to the Original Agreement dated November 4 1998 Successor Products means the Equipment and Software that are listed in the Price Book but are not listed on Exhibit C to the Original Agreement Section 3 TERMS OF AMENDMENT 3 1 TERMS OF PURCHASE This
21. t Sulte 104 Orange CA 92868 1021 fax 714 704 7902 Motorola Inc Attn Contracts and Compliance 6450 Sequence Drive San Diego CA 92121 fax 858 404 2594 14 10 FCC LICENSES Customer will obtain and comply with all Federal Communications Commission FCC licenses and authorizations required for the Installation operation and use of the System before the scheduled installation of the Equipment Although Motorola might assist Customer in the preparation of its FCC license applications nelther Motorola nor any of Its employees s an agent or representative of Customer in FCC or other matters 14 11 INDEMNITY Motorola agrees to indemnify Customer in accordance with Article 34 of the Original Agreement 14 12 AUTHORITY TO EXECUTE AMENDMENT Each party represents to the other that 1 It has obtained all necessary approvals consents and authorizations to enter into this Amendment and to perform its dutles under this Amendment il the person executing this Agreement on Its behalf has the authority to do s0 ill upon execution and delivery of this Amendment by the parties it is a valid and binding contract enforceable in accordance with its terms and iv the execution delivery and performance of this Amendment does not violate any bylaw charter regulation law or any other governing authority of the party The parties hereby enter into this Agreement Amendment as of the Effective Date Motorola Thc py _ x a
22. ticle 36 of the Original Agreement shall control regarding the status of Motorola as an independent contractor 14 7 GOVERNING LAW Article 49 of the Original Agreement shall control the choice of law and forum 14 8 ENTIRE AGREEMENT This Amendment including all Exhibits constitutes Amendment No 3 to the Original Agreement S0000015 95 The Amendment constitutes the entire agreement of the parties regarding the purchases of Original Products and Successor Products that occur on or after the Effective Date This Amendment may be altered amended or modified only by a written instrument signed by authorized representatives of both parties The preprinted terms and conditions found on any Customer purchase order acknowledgment or other form will not be considered an amendment or modification of this Amendment even if a representative of each party signs such document 14 9 NOTICES Notices required under this Agreement to be given by one party to the other must be in writing and either delivered in person or sent to the address shown below by certified mail return receipt requested and postage prepaid or by a recognized courier service with an Amend 3 to S0000015 95 11 13 03 MAR 18 2064 82 11 PM asset tracking system such as Federal Express UPS or DHL or by facsimile with correct answerback received and shall be effective upon receipt Customer Attn Joseph W Robben Director OCSD Communications Division 840 N Eckhoff S
23. ught to market new equipment and software that will work on the Orange County system hereafter referred to as Successor Products 4 The intent of this Agreement is to provide the terms and conditions that will apply to the purchase of any Original Products and any Successor Products that are purchased after the date of this Amendment 5 Nothing in this Amendment is intended to change any rights or obligations of either party concerning Equipment or Software that was purchased prior to the date of this Amendment The County of Orange and Motorola agree as follows TERMS Section 1 EXHIBITS The Exhibits listed below are incorporated into and made a part of this Amendment In interpreting this Amendment and resolving any ambiguities the main body of this Amendment will take precedence over the Exhibits Exhibit A Orange County Equipment Price Book Exhibit H A revised version dated November 14 2003 of Exhibit H to the Original Agreement Section 2 DEFINITIONS Customer means the County and all contract participants as defined in the Revised Exhibit H dated November 14 2003 Exhibit H may be amended from time to time to add cities or other governmental agencies that desire to purchase Original or Successor Products for either primary or mutual aid use on the 800 MHz Countywide Coordinated Communications System Amend 3 to S0000015 95 11 13 03 Effective Date means that date upon which the last party to
24. verse engineer or attempt to reverse engineer derive source code or create derivative works from adapt translate merge with other software reproduce or export the Software or permit or encourage any third party to do so Section 14 GENERAL 14 1 TAXES The Contract Price does not include any amount for federal state or local excise sales lease service rental use property occupation or other taxes assessments or duties other than federal state and local taxes based on Motorola s income or net worth all of which will be paid by Customer except as exempt by law If Motorola is required to pay or bear the burden of any such taxes Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of such taxes including any applicable interest and penalties within thirty 30 days after the date of the invoice Customer will be solely responsible for reporting the Equipment for personal property tax purposes 14 2 ASSIGNABILITY Neither party may assign this Agreement without the prior written consent of the other party except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer SUBCONTRACTING Article 37 of the Original Agreement shall control subcontracting WAIVER Article 40 of the Original Agreement shall control waiver VALIDITY Article 52 of the Original Agreement shall control validity 146 INDEPENDENT CONTRACTORS Ar
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