MOTOROLA, INC. 2 - 2005 - Laserfiche WebLink

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A- 2005 -097 Communications System Agreement THIS AGREEMENT, made and entered into this 'day of { A 14 2005 by and between Motorola, Inc. ( "Motorola" or "Seller" or "Consultant') and the City of Santa Ana, a charter city and municipal corporation organized and existing under the Constitution and laws of the State of California (hereinafter "City" or "Customer "). Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. The City desires to retain a consultant having special skill and knowledge in the field of providing mobile communication systems. B. Motorola represents that it is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Motorola represents that it is knowledgeable in its field and that any services performed by Motorola under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: Customer will purchase and Motorola will sell the System, as described below. 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 takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License Agreement' Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C -1 "System Description" dated 05/02/05. C -2 "List of Deliverables" and "Equipment List' dated 05/02/05. C -3 "Statement of Work" for Motorola CAD, Premier MDC, Premier AVL, and Airmobile, dated 05/02/05. C -4 "Acceptance Test Plan" or "ATP" for Motorola CAD, Premier MDC, Premier AVL, and AirMobile, dated 05/02/05. C -5 "Training Plan" for Motorola CAD, Premier MDC, and Premier AVL, dated 05/02/05. C -6 "Statement of Work" for MotoMesh Broadband System ( "Mesh "), dated 05/02/05. C -7 "Acceptance Test Plan" or "ATP" for Mesh System, dated 05/02/05. Santa Ana, CSA Page 1 May 2, 2005 Motorola Contract No. 05 -17505