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"Mil . <br />AGREEMENT BETWEEN <br />MOTOROLA SOLUTIONS, INC. AND THE CITY OF SANTA ANA <br />(Console and Radio Project) <br />Motorola Solutions, Inc., formerly Motorola, Inc. ( "Motorola" or "Contractor ") and the City of Santa <br />Ana, State of California ( "City "), which are sometimes individually referred to as "Party" or collectively <br />referred to as "Parties," hereby desire and intend to enter into this contract ( "Agreement ") made as of <br />May 5, 2015,[must be before May 20th] ( "Effective Date "), whereby Motorola sells and the City <br />purchases the products and services described more fully in that Motorola Proposal dated April 2, 2015 <br />(the "Motorola Proposal "), which is incorporated herein by this reference. Notwithstanding anything <br />to the contrary stated in the Proposal, Motorola agrees the pricing validity and the conditional <br />discount for when the order is placed (i.e., execution of this Agreement) are both extended to May <br />20, 2015 provided that Motorola may ship the products by June 26, 2015 and the City will accept <br />shipment of the products upon delivery. <br />The Parties agree as follows: <br />1. Contract Price: The Contract Price (exclusive of applicable sales or use taxes which will be <br />added and paid by the City but inclusive of freight charges) for the System is $4,257,404, but only if <br />this Agreement is fully signed by May 20, 2015 and the City allows shipment of the products by <br />June 26, 2015. The tern "System" means the console Equipment, Software, and incidental hardware <br />and materials that are combined together into an integrated system as described in the Motorola <br />Proposal. <br />2. Price Book Terms and Conditions: The terms and conditions (including the definition in <br />Section 2) of that certain contract known as the Orange County Price Book dated May 21, 2010, <br />Contract #MA- 060 - 10012594 ( "Price Book ") are attached hereto for convenience as Exhibit B, are <br />incorporated herein by this reference, and are applicable to this transaction except as otherwise <br />specifically stated below. This Agreement does not generally modify the Price Book terms and <br />conditions, and they remain in full force and effect to the extent they are unmodified by this Agreement. <br />The above pricing for the Equipment is based upon Price Book pricing, although additional discounts <br />may be offered, <br />3. Services: Section 3.3.3 of the Price Book suggests that the Parties may use that contract for <br />purchase and sale transactions including services. However, Section 7 of the Price Boole, Terns and <br />Conditions, particularly the recitals and paragraphs 3.1 and 3.5, suggests that the Parties may not use the <br />Price Boole for purchase and sale of services transactions. To resolve that ambiguity for this transaction, <br />the Parties agree that the terms and conditions of the Price Book apply to this transaction (including <br />equipment, software, and related services) except as otherwise specifically stated below. In addition, <br />this Agreement adds provisions not included in the Price Book to address service related and other <br />issues. <br />City of Santa Ana <br />MCC7500 P25 Dispatch Migration and Subscribers <br />4) Motorola Solutions Confidential Restricted <br />02 April 2015 <br />Use or disclosure of this proposal Is subject <br />to the restrictions on the cover page. <br />Termsand Conditions 8,1 <br />