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96-03 RESOLUTION
RESOLUTION NO. 96-03 A RESOLUTION AWARDING BID #03-35 TO MOTOROLA, INC. IN THE AMOUNT OF ONE HUNDRED SIX THOUSAND ONE HUNDRED TWENTY-SIX DOLLARS AND NINE CENTS ($106,126.09) FOR THE PURCHASE OF TWENTY (20) RUGGEDIZED LAPTOP COMPUTERS AND SEVENTEEN (17) DOCKING STATIONS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas, hereby awards Bid #03-35 to Motorola, Inc. in the amount of One Hundred Six Thousand One Hundred Twenty -Six Dollars and Nine Cents ($106,126.09) for the purchase of twenty (20) ruggedized laptop computers and seventeen (17) docking stations. PASSED and APPROVED this 151 day of July 2003. ,•_.0gVEIQ- : 44. et j`r.. Ajc La!trEST: By: SONDRA SMITH, City Clerk APPROVED: By DAN COODY, May �r STAFIREVIEW FORM X AGENDA REQUEST CONTRACT REVIEW GRANT REVIEW - FINANCIAL OBLIGAT AI For the Fayetteville City Council Meeting of: July 1, 2003 ao#isO sa#e3-to7u4s/03 arl aLtaAvd40Aing G d FOR 0 r Nnr6>dtik 0.5-,/ nolotott a3A133314 FROM: Rick Hoyt Name Police Division Police Department ACTION REQUIRED: City Council award bid# 03-35 to Motorola Inc. for the purchase of 20 ruggedized laptop computers and seventeen docking stations in the amount of $106,126.09. COST TO CITY: $106,126.09 Cost of this request 4470-9470-5210.00 Account Number 03004 Project Number S 429,935.00 Category/Project Budget S 84,357.99 Funds Used to Date $ 345,577.01 Remaining Balance Police Safety Improvements Program Category / Project Name Computer System Replacement Program / Project Category Name Sales Tax Capital Improvement Fund Name BUDGET REVIEW: \ 39.0_12. X Budgeted Item Budget Manager c214112a Date Budget Adjustment Attached CONTRACT/GRANT/LEASE REVIEW: 1/41744(S442 174-1.444:11 Accounting Manager Da Ce Internal Audit r Date /jar 6 City At orney Da e STAFF RECOMMENDATION: City Council award bid 03-35 to Motorola Inc. in the amount of S106,126.09 for the purchase of 20 ruggedized laptop Division Head Date Finance & Internal Services Dir. Date L -17-43 Date Chief . dminist -five Officer computers with 17 docking stations. Received in Mayor's Office Cross Reference: Previous Ord/Res#: Date IQ Orig. Contract Date: Orig. Contract Number: New Item: Yee No • • Staff Review Form - Page 2 Description Ruggedized laptop bid Meeting Date July 1, 2003 Comments: Budget Manager Accounting Manager City Attorney Purchasing Manager ADA Coordinator Internal Auditor Grants Coordinator Reference Comments: • • RESOLUTION NO. A RESOLUTION AWARDING BID #03-35 TO MOTOROLA, INC. IN THE AMOUNT OF ONE HUNDRED SIX THOUSAND ONE HUNDRED TWENTY-SIX DOLLARS AND NINE CENTS (5106,126.09) FOR THE PURCHASE OF TWENTY (20) RUGGEDIZED LAPTOP COMPUTERS AND SEVENTEEN (17) DOCKING STATIONS. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas, hereby awards Bid #03-35 to Motorola, Inc. in the amount of One Hundred Six Thousand One Hundred Twenty -Six Dollars and Nine Cents (S106,126.09) for the purchase of twenty (20) ruggedized laptop computers and seventeen (17) docking stations. PASSED and APPROVED this 15t day of July 2003. %� / FAYETTEVI4,LE THE CITY OF FAYETTEVILLE. ARKANSAS DEPARTMENTAL CORRESPONDENCE • TO: Dan Coody Mayor FROM: Rick Ho t, Chyyf of Police DATE: June 9, 2003 RE: Award Bid 03-35 for Ruggedized Laptop Computers Background: The Fayetteville Police Department purchased 23 ruggedized laptop computers in November of 1998. These computers have been used by police officers to access various types of information from the National Crime Information Center, the Arkansas Crime Information Center and our own local network from within their patrol cars The officer receives call information on the laptop upon being dispatched to an incident. This gives the officer valuable information concerning the address, cross streets, and provides information about previous incidents at a location, which is important for officer safety. Having this information readily available saves time and allows for more efficient use of radio airtime. Current Status: Bid number 03-35 to purchase ruggedized laptop computers and docking stations was opened on May 6, 2003. This bid is to replace current ruggedized laptops. The current laptops are having maintenance problems and cannot be upgraded past the Windows 95 operating system, rendering them obsolete. The new ruggedized laptops will be equipped with an Intel Pentium 4 processor, 40 GB hard drive, 256K RAM; XGA transflective touchscreen display, backlit keyboard and Windows XP operating system. Motorola, Inc. is the low bidder. They reported two exceptions. The first is providing a three-year warranty instead of a four-year warranty. The qualified bids' pricing was adjusted to equal a three-year warranty for comparison. The second exception is not providing a V.92 modem. This modem can be purchased locally at a cost of $90.00; therefore Motorola, Inc. is still the low bidder. This purchase follows Fayetteville Vision 2020 guiding principles #4 (Financially Sustainable City Government Providing Top Quality, Responsive Services) by utilizing a local law enforcement block grant in the amount of $35,897.00. Recommendation: Award bid 03-35 to Motorola, Inc. for the purchase of 20 ruggedized laptop computers and 17 docking stations for a total purchase price of S 106,126.09 • • 1 INVITATION TO BID BID # '03-35 DATE ISSUED: April 24, 2003 DATE AND TIME OF OPENING: 11:00 a.m. May 2nd, 2003 frky iq BUYER: City of Fayetteville, AR DATE REQUIRED: 30 DAYS ARO F. 0. B. Fayetteville, AR BUYER'S PHONE #GUARANTEED (479)575-8289 DELIVERY DATE: At. st3/ a63 ITEM # DESCRIPTION QUANTITY UNIT PRICE TOTAL 1 2 3 4 5 6 7 »>»>»» Per Attached Specifications Ruggedized Laptop Computers w/ 4 year warrant and 1 extra Lithium -ton battery per computer Ruggedized Laptop Computers Floppy Drive wl 4 year warrant and 1 extra Lithium -Ion battery per computer Ruggedized Laptop Computers w/ DVD, AC Charger 4 year warrant and 1 extra Lithium -Ion battery per computer Ruggedized Laptop Computers w/ CD/RW, AC Charger, 4 year warrant and 1 extra Uthium-Ion battery per computer Docking Stations Vehicle Power Adapters Shipping Do not Include Tax RESTRICTIONS OR EXCEPTIONS TO THE BID MUST BE NOTED: EXECUTION OF BID Upon signing this Bid, the bidder certifies that they have requirements set forth in this bid proposal, including specifications, conditions, and pertinent information regarding the articles fumish these articles at the prices stated. read being 1-10 11-15 16-20 2 2 ✓P 2 1-10 �r IY 5alve° f J, 0 � 5-11" p ( 01420°°w/ ,p v,4X3, °° / p WQ 1 ,00 �� �� L " y9�y6'tr /� 4 .5-57,00 V 11-15 sql too 16-20 �1 9/,,000 1-10 JAfLHALQ Irl ifeM S- 11-15 11-15 16-20 /0- /IC and agree terms bid on, to the and standard and agree to UNSIGNED BIDS NAzy1� OF FIRM') lk {O+OI-Cl0. �/ pHON : -51— V7 FED ID# `Zeit WILL BE REJECTED B �f.O S e terICG ,i1 Stitt AND STATE: /o4 ZIP SHO ZED SIGNATURFki et t�Lyr�� TITLE AREA CONTROLLED / DATE: ((JJ / . 1 • • © MOTOROLA Equipment List Bid 03-35 Item 1 Item 2 Item 3 Item 4 ML900 Mobile Laptop Computer, Intel Pentium 4-M 1.7 GHz processor, 40 GB hard drive, 256K RAM, 12.1" XGA transflective touchscreen display, WinXP or Win2000, 4 USB, fingerprint imager, DVI, internal CD-ROM, 1 Serial Port, spare lithium -ion battery, backlit keyboard, 3 year full warranty (1 year consumables). ML900 Mobile Laptop Computer, Intel Pentium 4-M 1.7 GHz processor, 40 GB hard drive, 256K RAM, 12.1" XGA transflective touchscreen display, WinXP or Win2000, 4 USB, fingerprint imager, DVI, internal Floppy Drive, 1 Serial Port, spare lithium -ion battery, backlit keyboard, 3 year full warranty (1 year consumables). ML900 Mobile Laptop Computer, Intel Pentium 4-M 1.7 GHz processor, 40 GB hard drive, 256K RAM, 12.1" XGA transflective touchscreen display, WinXP or Win2000, 4 USB, fingerprint imager, DVI, internal DVD/CD-RW, 1 Serial Port, spare lithium -ion battery, backlit keyboard, 3 year full warranty (1 year consumables). ML900 Mobile Laptop Computer, Intel Pentium 4-M 1.7 GHz processor, 40 GB hard drive, 256K RAM, 12.1" XGA transflective touchscreen display, WinXP or Win2000, 4 USB, fingerprint imager, DVI, internal DVD/CD-RW, 1 Serial Port, spare lithium -ion battery, backlit keyboard, 3 year full warranty (1 year consumables). Item 5 ML900 Mobile Docking Station with Hot -docking capability and automatic antenna switching, includes Vehicle Power Adapter. Item 6 Vehicle Power Adapter included in the Docking Station above. Item 7 Shipping included, FOB Destination. Exceptions- 1.OIH V92 modem not included. Can be supported with addition of PCMCIA card modem. 1.04 Warranty is 3 year full warranty, (1 year consumables). 4 year warranty is not offered MOTOROLA intelligence everywhere. Dee, t and pun taverns, 0QttaORd N tins try n omuidend anMeneal P,-- yed edt InnIndMini 6Y b teed wtp Yty' perms t .aY ttlt directly moesd w® S dins wtEaa the egret wit casket ofMama. Ino. ata dmyts. Page 1 • Specification Sheet MOBILE LAPTOP COMPUTER ML 900 With more than 75 years of technological innovations and over 30 years of wireless data expertise, Motorola has the answer to the mobile data device you envision. Top to bottom, handle to hinge, the ML 900 is Motorola -designed and developed far remarkable flexibility, versatility and durability. This ultra -robust. ruggedized laptop meets or exceeds MIL -STD 810F standards. Full-sized and full -featured, it is our most advanced mobile laptop computer, ready to handle the demands of the mission -critical world. Experience Motorola quality and design with advanced features such as Intel Pentium 4-M 1.7 GHz processor; shock mounted removable 40 GB hard drive with heater; high-resolution, glare -free XGA screen; full-sized. 12.1- or 13.3' display integrated CD-RW/DVD ROM; Fingerprint ID reader for added security, backlit, fully -sealed keyboard; automatic external antenna switching with advanced hot -dock solution; on -board digital video recorder. Find everything you imagine — and more than you expect — in the Motorola ML 900 Mobile Laptop. KEY FEATURES • Magnesium alloy housing is fully sealed; meets rigorous environmental specs of MIL -STD -810F • Integrated options for CD-RW/DVD ROM; FDD; or Secondary battery can be used in Multiuse Peripheral Bay • Intel Pentium 4-M, 1.7 GHz Processor • © MOTOROLA intelligence everywhere- • Supports MODS: Mobile Office Display Solution. Use the ML 900 in tandem with a fix -mounted Motorola display and keyboard and the ML 900 acts a a CPU, offering the best of fixed & portable solutions • Fingerprint image reader provides convenience and security • On -board digital video recorder $ • Motorola's Advanced Dock Solution with Hot -docking capability and automatic antenna switching • The full-sized, feature - rich ML %0 features a sunlight readable, high resolution XGA LCD Panel that provides high quality detailed graphical images, fingerprints and mugshots available in both 12.1- and 13T configurations. • The ML 900 runs Windows 2000 and Windows XP operating systems and is compatible with Motorola's Public Safety applications such as Premier MDCm". Tx Messenger"" and Airmobile'm software packages, as well as a host of third parry applications • Innovative, patented antenna design • Motorola's patented thermal management solution • Field replaceable 40 GB 3-D shock mounted hard drive with heater COM CPU • SYSTEM FUNCTION (ML 900) • Intel Mobile Penbum 4-M 1.7 GHz Processor with Motorola's patented thermal management system System Bus 400 MHz supports the Intel Speed Step Technol gy Memory Standard:256 MB Mau 1 GB (field replaceable) VGA Controller 64 MB Video RAM MotionComp capability, support hardware aid for DVD playback Support Dual View function LCD/CRT simultaneous display capability 1600x1200x16bpp Max. resolution for external CRT Display 121" tranflective XGA (1024x768) LCD Touch Panel or 13.3" transmissive LCD Touch panel HOD 40 GB standard shock -mounted; field removable with heater Multiuse Peripheral Bay Allows for integrated options including: CD-R/W ROM; DVD -ROM; Roppy Drive; or secondary battery pack RID Integrated model (see multiuse peripheral bay) or External USB available Keyboard Full QWERTY, fully -sealed keyboard (backlit optional) Pointing Device A touch -sensitive control pad with MicrosoftWin Mouse function coexist and Touchscreen panel (optional) RngerprInt Scanner 500 dpi PCMCIA Type!! x 1 — CardBus support Audio AC97 audio support MS -Sound compatible Built-in two speaker (Stereo) Microphone in port Earphone/Speaker out port I/O Pon 1 x Serial 4x USB 20 1 x IEEE 1394 Rrewire 1 x DVI -I port 1 x Composite video input 1 x DC input 1 x Shrouded Hot -docking port 1 x RJ -45 100 Base-TLAN 1 x Fingerprint image reader Battery Smart Li -Ion 6000 mAH ; secondary 4000 mA battery available (for use in Multi Peripheral Bay) AC adapter Universal AC adapter — Input 100-240 V, 5C 0 H AC PHYSICAL Dimensions 11.7" x9.4° x 1.8" / 296 mm x 239 mm x 45 mm Weight 4.1 kg (9.O lbs.) Operating System Support Windows 2000 and Windows XP MOTOROLA CONFIDENTIAL PROPRIETARY • • ENVIRONMENTAL STANDARDS (MAIN SYSTEM) Temperature According to IEC 68-2 1,2.14/ MIL -STD -810F, Method 5013 502.3 Operating: -20•C to 50•C (Tested) Humidity According to IEC 68-2-30 / MIL -STD -810F, Method 5073 S% to 95% RH, non -condensing Attitude According to IEC 68-2-13/ MIL -STD -810F, Method 5003 Operating:15p00ft Non-operadng:40,000ft altitude change rate: 2.00 ft/min Drip According to MIL -STD -810F, Method 5063 Shock According to IEC 68.2-27 / MIL -STD -810F, Method 516.4 Operating: 15g, 11 ms, half sine wave Non-operating: 50g, 11 ms, half sine wave Vibration According to IEC 68-2-6 / MIL -STD -810F, Method 514.4 Operating:10-55Hz0.075mm, 55-500Hz/1.0g Non-operating:l0-55Ht/0.15mm,55-500Ht/LOg Dust According to MIL -STD -810F, Method 510.3 5 hours in dust -laden atmosphere Drop According to IEC 68-2.32/ MIL -STD -810F, Method 516.4 3 Feet height free drop still survive, (test surface: concrete) for base unit only. Enclosure According to IEC 529, NEMA, MIL -STD -810F, Method 5063, 510.3 IP 54 compliance Regulation FCC part 15, Subpart B, Class B, UL, CUL, TUV, CE Integrated Wireless Communication Options 1 x Wide area RF (GSM/GPRS, Private DataTAC, iDEN, CDPD) 1 x Wireless LAN (802.11b with LEAP) 1 x Global Positioning System (GPS) receiver 1 x Personal Area Network (Bluetooth^" or IR) RF passthrough for Wide Area and GPS when Docked (for external antennas) Accessories and Options External Battery charger Car Adapter (12-32 VDC) Primary and Secondary Battery Packs Vehicle Mount and Motorola Advanced Docking Solution Mobile Office Display Solution (MODS: for dual display in -vehicle use) USB FDD (External or integrated) CD-RW/DVD ROM integrated CD-RW/DVD ROM external Touchscreen Warranty 3 year full warranty standard (1 year consumables) 24/7 Phone support Advanced replacement service (ARS) Quick -tum service ML 900 SNOWN CLOSED FOI7 CONVFNIEV l POR)ABILIIY MOTOROLA CONFIDENTIAL PROPRIETARY 7002 Award arialcnt_. - AObebt CertMints lat4a. Bae re% tlbdaatsScAsbn a9ttr as marine tofe W ao7022AMS. Rd to denwee tlrs .. IBE taw demaOMa as araNra. NIMf®'aadiansil '' aabFaMamea • • httpi/m1900.motorola.com ® MOTOROLA MOTOFO1A and 0u Stylized M LOOo an topaz/0d n t'• U.S. Aunt and Tr d nett Oaaa. AO °the ro&Vct arwca narnn w Ye Hoorn al taw rpapar arra. 'Ns BIL. o0t trwwwt ra owaW by that roarrta rr wad a Mcaarola. Inc. .Mar leen 01.1oyob. Inc. 2001 0004l VPS R3-10-20)0( MOTOROLA CONFIDENTIAL PROPRIETARY • • • ® MOTOROLA ML900 Warranty The ML900 is covered by a 3 year full warranty. Consumables such as batteries are covered for 1 year. Repairs are performed by the Radio Support Center, 3761 South Central Ave., Rockford, IL 61102. Free UPS two-way overnight shipping is included. See the attached UPS Collect shipping instruction sheet. The City of Fayetteville will be required to complete a Repair Request form and include with the unit when shipped. The Radio Support Center (RSC) will repair the laptop to specifications and return to the City of Fayetteville. MOTOROLA intelligence ererywlere Seem emotes' Yi sane Samson c melte m mU offers O OtptlGCd ocablental. pmpecmy end tree ..at c,4 may S be Sled with wty perm Qea y mt Sal). mooted .m dm etrmcc Smote S amen vest o et of Mateo Inca m Sodas Page 1 - MOTOROLAI) • Radio Support Center/UPS Collect Service Instruction Sheet As part of the Motorola Radio Support Center's (RSC) efforts to provide better and simpler service to our customers, the RSC has worked with UPS to replace the UPS Consignee Billing program with UPS COLLECT. For your convenience, Inbound shipment charges to the RSC will be covered when you use UPS Next Day Collect. This program does not require that you have a regular UPS account so Inbound shipping wont cost you a thing unless you would like additional Insurance. WHAT IS UPS COLLECT SERVICE? UPS Collect is a service that replaces Consignee Biting. UPS Collect works like Consignee Billing by providing customers with the materials needed to begin shipping to the RSC without being billed for the Next Day inbound shipping charges. NOW MUCH DOES THE UPS COLLECT SERVICE COST? Nothing, unless you would like to insure your package in excess of $100. Whether you have a UPS account or not, the UPS Next Day Collect Service Is provided at no additional charge to our customers. IS THE CUSTOMER'S EQUIPMENT FULLY INSURED AGAINST LOSS DURING SHIPPING? Unless a greater value is declared in writing in the space provided on the UPS Pickup record, each package is covered up to 5100. To declare a value in excess of $100 enter the UPS Collect Tracking Number and full -declared value amount In the space provided on the Pickup Record. The customer is responsible for Inbound UPS Insurance charoes for declared values In excess of 5100 HOW TO SHIP TO THE RSC USING UPS COLLECT SERVICE Instructions for UPS accounts currently receiving a regular daily UPS nick up. Using UPS provided online systems or UPS Woddship. • Click the billing tab before shipping package and select 'freight collect • Enter the Motorola collect account # (BOE Ne) • Look up specific details In 'Help' menu on software. Using other automated shipping manifest software. • Each program has unique 'freight collect' options. • Use the above account # when the software asks for the collect account #. • Refer to help menu and user manual to see specific collect options. Using the UPS standard recording book. • Look up Instructions on Inside cover of shipping book Section 07. • Enter the Motorola collect account # listed above. Instructions for all customers currently not receivina a daily UPS pick up. • CaII Pm UPS Supply Ordering System at 1-800-877-8652 and follow the automated voice response system instructions to obtain preprinted Air Shipping documents. •• When prompted, select either of the following services and press the pound key (#) after making the selection: • UPS Next Day Air NOTE: Do not select Next Day Early AM or Next Day Air Saver. Selectins either of these win affect billing charaes and tht phlpoina charges win be charged to the customer, • ?Day AM • 2"3 Day Air Complete and return the UPS supply request form as per the below. • On the top half of the faxed form, read and complete fields one through seven. • On the bottom half of the form, In fields one and eight, enter the following account number, 60E 445. • In field two (example below), complete as per the following: a EXTREMELY URGENT ()COVERT To MMC MOWN! Radio Support Center 1 800 2274772 nn Motorola SLAW AUORE•• • OEPT/PLR. 3781 South Central Avenue CM &C STATE (11CUPDE COLPITRY 1F M[RMA ltNI) ZIP CVC Rockford- Illinois 61102-5201 • In field three, please NI In estimated package weight Information. Instructions on shipping packages once the Preprinted forms are received_, • Be sure to complete an RSC Repair Request Form for each unit. • Securely package the unit to prevent any damage during shipping. Insert a copy of the RSC Repair Request Form for each unit. • Verify the Ship To address label is correct • Tear off top copy of the address label for your records • Give package to any UPS driver at any time. • If you prefer, can UPS at 1 800 PICK-UPS (742-5877) for information on over 60,000 drop off locations or access W WW,UPS.COM for a drop off locator near you. The customer may track the UPS shipment by calling 1 (800) PICK-UPS (742-5877) or visit the UPS website at WVWV.UPS.COM. The customer will need the UPS tracking number, which is provided, on the shipping receipt. • $ 1M. Clavas eon ea have access lo . An n.chne, t'.yn.y ow r (E00)PICK-UPS(742de77).ne •P.M mitt • UPS •••••••••••••• On mWmig P.••••••• 11.0.0 • • City of Fayetteville Fayetteville, AR Bid 03-35 Ruggedized Lap Tops Addendum #2 Extend Bid due date from May 6th, 2003 to 2:00 p.m., May 14th, 2003. Change item "A" minimum specs to: Processor: Intel Pentium III > 800 MHz w/ 256 L2 Cache, 128 MB RAM w/ capacity for 512 MB RAM THANK YOU! PEGGY VICE PURCHASING MANAGER 479/575-8289 S \ w w m m 0 0 ( \ 7 § 0 § k Ph $ \ \ 2 § m ' 0 _ $ / )• § # # # m § § § \ § # G = # A 7 CD « z _ - O in -4 # -4 Ul ID 51 , § \ § _ _ M m� 2 / Q Ui in k ( 0 F" m § o D )§)� "n \70C° -I m Finance & Internal Serdces Director. Budget Manager IT Manager. Dispatch Manager. Utilities Manager. Other. 41111 •o m .i m u a .• - y Requester: Judy Cohea City. Broken Mow Address: 2212 W. Nashville St Vendor # 27860 City Of Fayetteville (NiotRtthae Oder) &' Q3 Q$C 6 SNppingMandbng Docking Stations (hem 5) Ruggedized Laptop Computer (hem 4) Ruggedized Laptop Computer (hem 3) Ruggedized Laptop Computer (Item 1) 1 g V N N a DC zO Vendor Name: Motorola Inc. Lot m m m m mm D Unit of Issue x 6 u 0.00 591.00 a N W S a a q Y O a N O C }(a'') N S O S 00.05 y1 O S M O O M O S y1 pO O O O QQ^O O oO pN NN S V N G Extended Cost 00'01Z9-OLf8.OLet 4470-9470.5210.00 4470-9470-5210.00 t V 0 i Account Numbers Requester's Employee # 75 la O s� 0 u AT dr 1 Vq G N O 8 N 2 0 O N Q • 2 1 o3 m3 o E. 03004 03004. I P 0 01 c cr n a Extension: 581 a m Taxable Yes:_ No:_X_ Z O IX 1 YU Number E 61. j � 0 Quotes Attached Yes: No: Expected Delivery Date: bate: 6(4/2003 N M u N2 r $ M G CO N a O 0 • T a- a a 0, N N a • • Communications Products Agreement Motorola, Inc., ("Motorola") and the ("Customer") enter into this Communications Products Agreement, pursuant to which Customer will purchase and Motorola will sell the Products, as described below. Seller and Customer may be referred to individually as "party" and collectively as "parties.' The parties agree as follows: Section 1 EXHIBITS The Exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement will take precedence over the Exhibits and any inconsistency between the Exhibits will be resolved in the order in which they are listed below. Exhibit A Exhibit B Motorola "Software License Agreement" "List of Products" Section 2 DEFINITIONS Capitalized terms used in this Agreement shall have the following meanings: 'Equipment' means the hardware listed in the List of Products. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a party's reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. "Motorola Software' means Software that Motorola owns. 'Non -Motorola Software" means Software that a party other than Motorola owns. "Products" mean the Equipment and Software provided by Motorola under this Agreement. "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 Agreement 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 and which may be listed on the List of Products. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, ship, and install (if applicable) the Products, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. ADDITIONAL EQUIPMENT OR SOFTWARE. For a period of 3 years after the execution date of this Agreement, Customer may order additional Equipment or Software provided it is then available. Each order must refer to this Agreement. The applicable provisions of this Agreement (except for pricing, delivery, and payment terms) will govem the purchase and sale of the additional Equipment or Software. CPA Set Rev. 2-18-02 1 Motorola Contract No. • • Unless otherwise expressly provided in this Agreement, the pricing and delivery terms will be Motorola's then published prices and standard delivery terms for such Equipment or Software, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. 3.3. 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. 3.4. NON -MOTOROLA SOFTWARE. Any Non -Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner unless the copyright owner has granted to Motorola the right to sublicense the Non -Motorola Software pursuant to the Software License Agreement, in which case it applies. Motorola makes no representations or warranties of any kind regarding Non -Motorola Software. Section 4 PAYMENT OF PURCHASE PRICE 4.1. PURCHASE PRICE. The purchase price is $ . Motorola will submit to Customer invoices for Products when they are shipped and for services, if applicable, when they are performed. Customer will make payments to Motorola within twenty (20) 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. 4.2. OVERDUE INVOICES. Overdue invoices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the maximum allowed by law, in which case it will be reduced to the maximum allowable rate. 4.3.* 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 Equipment will pass to Customer upon shipment, except that title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. Section 5 REPRESENTATIONS AND WARRANTIES 5.1. EQUIPMENT WARRANTY. For one year from the date of shipment, Motorola warrants that the Equipment under normal use and service will operate in conformity with the manufacturer's published product specifications in all material respects and will be free from material defects in materials and workmanship. 5.2. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, for one year from the date of shipment, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section applicable to the Motorola Software. 5.3. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner, (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; (v) defects or damage caused by Customer's failure to comply with all applicable industry and OSHA standards; (vi) Equipment that has had the serial number removed or made illegible; (vii) batteries (because they carry their own separate limited warranty); (viii) freight costs to ship Equipment to the repair depot; (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. CPA Set Rev 2-113-02 2 Motorola Contract No. • • 5.4. WARRANTY CLAIMS. Before the expiration of the warranty period, Customer must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties. Upon receipt of such notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and 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. 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 parts will become the property of Motorola. 5.5. 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. 5.6. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 6 DELAYS Neither party will be liable for its non-performance or delayed performance if caused by a Force Majeure. Each party will notify the other if it becomes aware of any Force Majeure that will significantly delay performance. The notifying party will give such notice promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the parties will execute a change order to extend the performance schedule for a time period that is reasonable under the circumstances Section 7 DEFAULT AND TERMINATION If a party fails to perform or otherwise breaches a material obligation under this Agreement, the other party may consider the non-performing party to be in default, unless a Force Majeure causes such failure. If the performing party asserts a default, it will give the non-performing party written and detailed notice of the default and the non-performing party will have thirty days thereafter either to dispute the assertion or provide a written plan to cure the default that is acceptable to the performing party. If the non-performing party provides a cure plan, it will begin implementing the cure plan immediately after receipt of the performing party's approval of the plan. If the non-performing party fails to cure the default, the performing party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. Section 8 LIMITATION OF LIABILITY This limitation of liability provision shall apply notwithstanding any contrary provision in this Agreement. 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 Equipment, Software, or services 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 will survive the expiration or termination of this Agreement. No action for breach of this Agreement or otherwise relating to the transactions CPA Set Rev. 2-18-02 3 Motorola Contract No. contemplated by this Agreement may be brought more than one year after the accrual of such cause of action, except for money due upon an open account. Section 9 PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS 9.1. 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. All 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. This Agreement does not involve any Software that is a "work made for hire.' 9.2. Except as explicitly provided in the Software License Agreement, 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. Conceming both the Motorola Software and the Non -Motorola Software, Customer agrees not to modify, disassemble, peel components, decompile, otherwise reverse 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 10 GENERAL 10.1. TAXES. The Purchase 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 twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes. 10.2. 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. 10.3. SUBCONTRACTING. Motorola may subcontract any portion of the work, but such subcontracting will not relieve Motorola of its duties under this Agreement. 10.4 WAIVER. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either (i) a future or continuing waiver of that same right or power, or (ii) the waiver of any other right or power. 10.5. SEVERABILITY. If a court of competent jurisdiction renders any provision of this Agreement (or portion of a provision) to be invalid or otherwise unenforceable, that provision or portion of the provision will be severed and the remainder of this Agreement will continue in full force and effect as if the invalid provision or portion of the provision were not part of this Agreement. 10.6. INDEPENDENT CONTRACTORS. Each party shall perform its activities and duties hereunder only as an independent contractor. The parties and their personnel shall not be considered to be an employee or agent of the other party. Nothing in this Agreement shall be interpreted as granting either party the right or authority to make commitments of any kind for the other. This Agreement shall not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. CPA Set Rev. 2-18-02 4 Motorola Contrail No. 10.7. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either party. 10.8. GOVERNING LAW. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State in which the System is installed. 10.9. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the parties regarding the subject matter hereof and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to such subject matter. This Agreement 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 Agreement, even if a representative of each party signs such document. The parties hereby enter into this Agreement as of the dates set forth below Motorola, Inc. Customer By: By: Name: Name: Title: Title: Date: Date CPA Set Rev. 2-18-02 5 Motorola Contract No. Software License Agreement Motorola, Inc., a Delaware corporation, through its Commercial, Government, and Industrial Solutions Sector ('Motorolaor 'Licensor") and ('Licensee'), hereby enter into this Software License Agreement ('Agreement'). Motorola and are each authorized to execute this Agreement on behalf of the other. For good and valuable consideration, the parties agree as follows: Section 1 SCOPE Licensor will provide proprietary software and/or radio communications, computer, or other electronic products ('Products') containing embedded or pre -loaded proprietary software to Licensee. All such software that is owned by Motorola is referred to as 'Software.' Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as 0Documentation." This Agreement contains the terms and conditions pursuant to which Licensor will license, and Licensee may use, the Software and Documentation. Section 2 GRANT OF LICENSE Licensor hereby grants to Licensee a personal, non -transferable (except as permitted in Section 8 below), and non-exclusive license under Licensor's applicable proprietary rights to use the Software and related Documentation for the purposes for which they were designed and in accordance with the terms and conditions of this Agreement. The license granted authorizes Licensee to use the Software only in object code format and does not grant any rights to source code. Section 3 LIMITATIONS ON USE 3.1. Licensee may use the Motorola Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Licensee may not for any reason modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer; derive source code, create derivative works from, adapt, translate, merge with other software, copy, reproduce, or export any Software or permit or encourage any third party to do so, except that Licensee may make one copy of Software provided by Licensor to be used solely for archival or back-up purposes. Licensee must reproduce all copyright and trademark notices on all copies of the Software and Documentation. 3.2. Licensee may not copy onto or transfer Software installed in one Product device onto another device. Notwithstanding the preceding sentence, Licensee may temporarily transfer Software installed on one device onto another if the original device is inoperable or malfunctioning, provided that Licensee provides written notice to Licensor of such temporary transfer and such temporary transfer is discontinued when the original device is returned to operation. Upon Licensor's written request, Licensee must provide to Licensor a written list of all Product devices in which the Software is installed and being used by Licensee. 3.3. Licensee must purchase a copy for each site at which Licensee uses Motorola's Radio Service Software (if applicable). Licensee may make one additional copy for each computer owned or controlled by Licensee at each such site. Upon written Motorola's request, Licensee must provide a written list of all sites where Licensee uses or intends to use Radio Service Software. Section 4 OWNERSHIP AND TITLE Title to all copies of Software will not pass to Licensee at any time but remains vested exclusively in Licensor. Licensor owns and retains all of its proprietary rights in any form concerning the Software and Documentation, including all rights in patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, and other intellectual properties (including any corrections, bug fixes, CPA Set Rev. 2-18-02 2 Motorola Contract No. enhancements, updates, or modifications to or derivative works from the Software whether made by Licensor or another party). Nothing in this Agreement is intended to restrict the proprietary rights of Licensor or to grant by implication or estoppel any proprietary rights. All intellectual property developed, originated, or prepared by Licensor in connection with providing to Licensee Software, Products, or related services remain vested exclusively in Licensor, and this Agreement does not grant to Licensee any shared development rights of intellectual property. This Agreement does not involve any software that is a "work made for hire." Section 5 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Licensor's proprietary and confidential information and trade secrets. Licensee will take necessary and appropriate precautions to maintain and guard the confidentiality of the Software and Documentation, using at least the same degree of care that Licensee applies to its own confidential information but not less than reasonable care. Precautions will include informing Licensee's employees and agents who are authorized to use the Software and Documentation that such information is confidential and may not to be disclosed to others. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Licensor. Licensee will limit access to the Software and Documentation to Licensee's employees and agents who need to know and are authorized to use the Software and Documentation as permitted by this Agreement. Section 6 LIMITED WARRANTY 6.1. If the Software is provided pursuant to a Communications Products Agreement between Licensor and Licensee, the warranty period for the Software shall commence as stated in such agreement and will continue for one (1) year except as otherwise provided in this Section. For all other transactions, the waranty.period will commence upon shipment of the Software and will continue for 120 days. For Software that is application software, the warranty period for subsequent units licensed is the remainder (if any) of the initial warranty period or, if the initial warranty period has expired, the remainder (if any) of the term of any applicable Software Maintenance and Support Agreement. 6.2. During the applicable warranty period, Licensor warrants that the Software, when used properly and in accordance with this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the system. For Software involving radio frequency systems and Products, the primary functionality of a voice communication system is subscriber -to -subscriber, subscriber -to -dispatcher, and dispatcher -to - subscriber voice communication; and the primary functionality of a data communication system is point-to- point data transmission. Licensor does not warrant that Licensee's use of the Software or Products will be uninterrupted or error -free or that the Software or the Products will meet Licensee's particular requirements. 6.3. Before the expiration of the applicable warranty period, Licensee must notify Licensor in writing if the Motorola Software does not conform to this warranty. Upon receipt of such notice, Licensor will investigate the warranty claim. If this investigation confirms a valid warranty claim, Licensor will (at its option and at no additional charge to Licensee) repair the defect, replace the defective Software with the same or equivalent software, or refund the price of the defective Software or individual Product in which the Software is embedded or for which it was provided. Such action will be the full extent of Licensor's liability and Licensee's sole remedy for a breach of this warranty. If the investigation indicates the warranty claim is not valid, then Licensor may invoice Licensee for responding to the claim on a time and materials basis using Licensor's current labor rates. 6.4. THIS WARRANTY EXTENDS ONLY TO THE FIRST LICENSEE. SUBSEQUENT TRANSFEREES MUST ACCEPT THE SOFTWARE "AS IS" AND WITH NO WARRANTIES OF ANY KIND. LICENSOR DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. CPA Set Rev. 2-18-02 3 Motorola Contract No. Section 7 LIMITATION OF LIABILITY EXCEPT FOR PERSONAL INJURY OR DEATH, LICENSOR'S TOTAL LIAIBLITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILTY IN TORT, OR OTHERWISE, WILL BE LIMITED TO LICENSEE'S DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED THE PRICE FOR THE SOFTWARE, THE PRODUCTS PROVIDED BY LICENSOR IN WHICH THE SOFTWARE IS EMBEDDED OR INSTALLED, OR THE SERVICES SPECIFICALLY RELATED TO THE SOFTWARE WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT LICENSOR 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 ARISING FROM THIS AGREEMENT OR THE SALE OR USE OF ANY SOFTWARE OR PRODUCTS. This Limitation of Liability provision will survive the termination of this Agreement. Licensee must bring any action under this Agreement within one (1) year after the cause of action arises. Section 8 TRANSFERS Licensee may not transfer Software to any third party without Licensor's prior written consent, which consent may be withheld in Licensor's reasonable discretion and may be conditioned upon the transferee paying all applicable license fees and agreeing to be bound by this Agreement. Notwithstanding the preceding sentence, if Licensee transfers ownership of radio Products to a third party, Licensee may assign its rights to use the Software (other than Radio Service Software and Motorola's FLASHport® Software) embedded in or furnished for use with those radio Products; provided that Licensee transfers all copies of such Software and the related Documentation to the transferee, and the transferee executes a transfer form to be provided by Licensor upon request (which form obligates the transferee to be bound by this Agreement). Section 9 TERM AND TERMINATION Licensee's right to use the Software will begin when this Agreement is mutually executed by both parties and will continue in perpetuity unless terminated without notice by Licensor upon Licensee's breach of this Agreement. Licensee acknowledges that its breach of this Agreement will result in irreparable harm to Licensor for which monetary damages would be inadequate. Upon termination of this Agreement, Licensor will be entitled to immediate injunctive relief. Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Licensor that all copies of the Software and Documentation have been returned to Licensor or destroyed and are no longer in use by Licensee. Section 10 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, postage prepaid (or by a recognized courier service with an asset tracking system, such as Federal Express, UPS, or DHL), and shall be effective upon receipt. Change of address must be in writing to the other party. Licensee Licensor Attn: Attn: Section 11 UNITED STATES GOVERNMENT LICENSING PROVISIONS In the event that the Licensee is the United States Government or a United States Government agency, then the provisions of this section also apply. Use, duplication or disclosure of Motorola Software and associated documentation under Motorola's copyrights and/or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software -Restricted CPA Set Rev. 2-18-02 4 Motorola Contract No. Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless being provided to the Department of Defense. If being provided to the Department of Defense, use, duplication, or disclosure of Software and associated documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. Software and associated documentation may or may not include a Restricted Rights notice, or other notice referring specifically to the terms and conditions of this Agreement. The terms and conditions of this Agreement shall each continue to apply, but only to the extent that such terms and conditions are not inconsistent with the rights provided to the Licensee under the aforementioned provisions of the FAR or DFARS, as applicable to the particular procuring agency and procurement transaction. Section 12 GENERAL 12.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption that public disclosure of the Software or any trade secrets associated with the Software has occurred. 12.2. COMPLIANCE WITH LAWS. Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Licensor and the appropriate governmental authority of the United States, in any form export or re- export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the Unites States Government, or any agency thereof, at the time of such action, requires an export license or other governmental approval. Violation of this provision shall be a material breach of this Agreement, permitting immediate termination by Licensor. 12.3. WAIVERS. Failure or delay by either party to exercise any right or power under this Agreement will not operate as a waiver of such right or power. For a waiver of a right or power to be effective, it must be in writing signed by the waiving party. An effective waiver of a right or power shall not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 12.4. ASSIGNMENTS. Licensor may assign any of its rights or subcontract any of its obligations under this Agreement, or encumber or sell any of its rights in any Software, without prior notice to or consent of Licensee. 12.5. ENTIRE AGREEMENT AND AMENDMENT. This Agreement constitutes the entire agreement of the parties regarding Licensee's use of the Software and may be altered, amended, or modified only by a written instrument signed by an authorized representative of each party, except that Licensor may modify this Agreement as necessary to comply with applicable laws and regulations. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either party. 12.6. GOVERNING LAW. This Agreement will be governed by the laws of the United States to the extent that they apply and otherwise by the laws of the State to which the Software or Products are shipped. 12.7. SEVERABILITY. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or otherwise unenforceable, that provision will be severed and the remainder of this Agreement will remain in full force and effect. CPA Set Rev, 2-18-02 Motorola Contract No. In witness whereof, the parties have caused duly authorized representatives to execute this Software License Agreement on the dates set forth below. Motorola, Inc. (Licensor) (Licensee) By: By: Name: Name: Title: Title: Date: Date: CPA Set Rev, 2-18-02 6 Motorola Contract No. This warranty applies within the fifty (50) United States, the District of Columbia and Canada. LIMITED WARRANTY MOTOROLA COMMUNICATION PRODUCTS If the affected product is being purchased pursuant to a written Communications System Agreement signed by Motorola, the warranty contained in that written agreement will apply. Otherwise, the following warranty applies. I. WHAT THIS WARRANTY COVERS AND FOR HOW LONG: Motorola Inc. or, if applicable, Motorola Canada Limited ("Motorola") warrants the Motorola manufactured radio communications product, including original equipment crystal devices and channel elements ("Product"), against material defects in material and workmanship under normal use and service for a period of One (1) Year from the date of shipment Motorola, at its option, will at no charge either repair the Product (with new or reconditioned parts), replace it with the same or equivalent Product (using new or reconditioned Product), or refund the purchase price of the Product during the warranty period provided purchaser notifies Motorola according to the terms of this warranty. Repaired or replaced Product is warranted for the balance of the original applicable warranty period. All replaced parts of the Product shall become the property of Motorola. This express limited warranty is extended by Motorola to the original end user purchaser purchasing the Product for purposes of leasing or for commercial, industrial, or governmental use only, and is not assignable or transferable to any other party. This is the complete warranty for the Product manufactured by Motorola. Motorola assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola. Unless made in a separate written agreement between Motorola and the original end user purchaser, Motorola does not warrant the installation, maintenance or service of the Product. Motorola cannot be responsible in any way for any ancillary equipment not furnished by Motorola which is attached to or used in connection with the Product, or for operation of the Product with any ancillary equipment, and all such equipment is expressly excluded from this warranty. Because each system which may use the Product is unique, Motorola disclaims liability for range, coverage, or operation of the system as a whole under this warranty. II. GENERAL PROVISIONS: This warranty sets forth the full extent of Motorola's responsibilities regarding the Product Repair, replacement or refund of the purchase price, at Motorola's option, is the exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, MOTOOLA STANDARD COMMERCIAL WA ANTY COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. III. HOW TO GET WARRANTY SERVICE. Purchaser must notify Motorola's representative or call Motorola's Customer Response Center at 1-800-247-2346 within the applicable warranty period for information regarding warranty service. IV. WHAT THIS WARRANTY DOES NOT COVER. A) Defects or damage resulting from use of the Product in other than its normal and customary manner. B) Defects or damage from misuse, accident, water, or neglect. C) Defects or damage from improper testing, operation, maintenance, installation, alteration, modification, or adjustment. D) Breakage or damage to antennas unless caused directly by defects in material workmanship. E) A Product subjected to unauthorized Product modifications, disassemblies or repairs (including, without limitation, the addition to the Product of non -Motorola supplied equipment) which adversely affect performance of the Product or interfere with Motorola's normal warranty inspection and testing of the Product to verify any warranty claim. F) Product which has had the serial number removed or made illegible. G) Batteries (they carry their own separate limited warranty). H) Freight costs to the repair depot. I) A Product which, due to illegal or unauthorized alteration of the software/firmware in the Product, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Product at the time the Product was initially distributed from Motorola. J) Scratches or other cosmetic damage to Product surfaces that does not affect the operation of the Product IC) That the software in the Product will meet the purchaser's requirements or that the operation of the software will be uninterrupted or error -free. L) Normal and customary wear and tear. M) Non -Motorola manufactured equipment unless bearing a Motorola Part Number in the form of an alpha numeric number (i.e., TDE6030B). V. GOVERNING LAW In the case of a Product sold in the United States and Canada, this Warranty is governed by the laws of the State of Illinois and the Province of Ontario, respectively. From: Peggy Vice To: Pearman, Clarice Date: 712/03 4:00PM Subject: Motorola Ruggedized Laptops Please pull the contract off the agenda item for the above laptops. I spoke with Steve Kumrow at Motorola and they don't need the contract. They provided in all of their bid packets because some City's require it. We do not require it. Our purchase order referencing their bid will be our legal binding document. We need the resolution signed and the purchase req. back as soon as possible to get the laptops ordered and received in the timeframe the police department requires. Thanks for your help. Peggy Vice Purchasing Manager 113W Mountain Fayetteville, AR 72701 479/575-8289 fax: 479/575-8241 FAYETTEVItLE THE CITY OF FAYETTEVIIIE, ARKANSAS DEPARTMENTAL CORRESPONDENCE To: Rick Hoyt Police Department From: Clarice Buffalohead-Pearman City Clerk Division Date: July 8, 2003 Re: Res. No. 96-03 • Attached is an executed 'copy of the above resolution approved by the City Council on July 1, 2003, awarding Bid #03-35 to Motorola, Inc. for ruggedized laptop computers and docking stations. It is my understanding, from Peggy Vice, that Motorola does not require a signed agreement and only includes because some cities requirement them. Therefore this agreement was not signed because Motorola had not signed the agreement. This resolution and attachments will be recorded in the city clerk's office and microfilmed. If anything else is needed please let the clerk's office know. /cbp attachments cc: Nancy Smith, Internal Auditor