HomeMy WebLinkAboutItem 15 Lease-Purchase Agreement with Motorola Solutions, Inc. for Radios for Development and Public Works Department AGENDA ITEM SUMMARY Meeting Date: 12/7/2015
Meeting Type: Regular Meeting Staff Contact/Dept.: Ken Vogeney
Staff Phone No: 541-736-1026
Estimated Time: Consent Calendar S P R I N G F I E L D
C I T Y C O U N C I L
Council Goals: Provide Financially
Responsible and Innovative Government Services ITEM TITLE: LEASE-PURCHASE AGREEMENT WITH MOTOROLA SOLUTIONS, INC.
FOR RADIOS FOR DEVELOPMENT AND PUBLIC WORKS DEPARTMENT
ACTION
REQUESTED:
Approve or reject the following motion:
Authorize the City Manager to enter into a contract with Motorola Solutions, Inc.,
for a 5-year Lease and a Purchase Agreement for radios for the Development and
Public Works Department.
ISSUE STATEMENT: The Development and Public Works Department has negotiated a Lease-Purchase Agreement with Motorola Solutions, Inc. (Motorola) to complete its radio
replacement project. The cost for the new radios is $125,451.90, which Motorola will finance for five years at 1.53% interest and annual installment payments of $26,253.69, for a total contract price of $131,268.45.
ATTACHMENTS: 1. Draft Motorola Solutions Credit Co. LLC Equipment Lease Agreement
2. Draft Motorola Solutions Inc. Purchase Agreement
DISCUSSION/ FINANCIAL
IMPACT:
In FY 2014, the City was awarded a State Homeland Security Grant (SHSG) of $159,000 to begin replacing the outdated radio systems being used by Development
and Public Works with new radios that are interoperable with Springfield Police and other partner agencies. The Department purchased 37 radios from Motorola at a total contract cost, including equipment and installation, of $166,552.76, with the
additional cost being covered in our operating budgets. All of the new equipment has been installed and meets or exceeds staff’s expectations.
The Department was unsuccessful in its request for a second SHSG grant to complete its radio replacement project and was approached by Motorola to consider
a lease-purchase agreement. Under the proposed Agreement, Motorola will lease to
the Department an additional 40 radios, which City staff will program and install to reduce the overall cost financed with the Agreement.
The term of the lease-purchase is five years, financed at 1.53% interest annually, with the first payment of $26,253.69 due at the end of the first year. Portions of the
payment will be made by each division in the Department based upon the number
of radios assigned to that division.
After all of the annual payments have been made, the City will own all of the radios and associated equipment. The additional radios are the same models as those purchased in the first phase. The pricing and terms for the purchase are from an
existing State of Oregon Contract through Western States Contracting Alliance (WSCA) contract, so the City did not need to do its own solicitation process.
Our years of experience with Motorola of the equipment have been relatively problem free. Staff notes, however, the agreement terms are more favorable to
Motorola than the City due to the fact that we have little leverage to negotiate
terms. Staff recommends that Council authorize the City Manager to sign the proposed Equipment Lease-Purchase Agreements.
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CITY OF SPRINGFIELD
PURCHASE AGREEMENT
Contract #1595
Dated: December 8, 2015
Parties: City of Springfield “CITY”
A Municipal Corporation of the State of Oregon 225 5th Street
Springfield, OR 97477
and
Motorola Solutions, Inc. “Seller”
Additional Seller Information:
a) Type of Entity: Sole Proprietorship Partnership
Limited Liability Comp Corporation
b) Address: 1303 E. Algonquin Road, Schaumburg, IL 60196
c) Telephone: Attn: Mark Hall (541) 582-0587
City Account Number(s) To Be Charged (Include Percentages):
Account Number Percentage
Call DPW 100%
In consideration of the mutual covenants contained herein, the parties agree to the following terms, provisions and conditions: 1. Personal Property to be Delivered. Seller shall deliver FOB Springfield, OR the radio equipment
and incidental programming and mobile installation services described in Attachment 1, Motorola's quote dated November 5, 2015, Quote No. QU0000338808 attached hereto and incorporated herein
by this reference (the "Quote"). Delivery of both the equipment and services will be on or before December 31, 2015. Total cost will not exceed $125,451.90. 2. Payment by CITY. CITY will pay in accordance with Motorola Solutions Credit Company
Lease purchase agreement #1589 dated December 8, 2015.
3. Invoice. Invoice to be sent to: Accounts Payable - City of Springfield, 225 5th Street, Springfield, OR 97477 or email to ap@springfield-or.gov. The invoice must reference this contract #1595. 4. Warranty. Seller shall warrant the radio equipment as described in Attachment 2. 5. Sourcing. The radio equipment being purchased under this Purchase Agreement was sourced
through the Oregon State Pricing Agreement 4018 and the Western States Contracting Alliance Pricing (WSCA) Master Contract 02702c. In the event of any conflicting terms and conditions in
order of precedence the Western States Contracting Alliance Pricing Agreement 02702c then the Oregon State Pricing Agreement 4018 shall prevail.
C1595 Motorola Solutions, Inc.Page 1 of 9
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6. First Point of Contact.
Motorola Solutions, Inc - Mark Hall, Mark.Hall@motorolasolutions.com - PH 541.582.0587 City- Keith Miyata, kmiyata@springfield-or.gov - PH: 541.726.4612.
7. Work Performed. The work to be performed by Seller includes services generally performed by
Seller in his/her/its usual line of business. 8. Tax duties and Liabilities. Seller shall be responsible for all federal, state and local taxes, if any,
applicable to any payments received pursuant to this Agreement, including but not limited to income
tax, payroll tax, social security and self-employment tax. CITY shall not withhold, pay, or in any other manner be responsible for payment of any taxes on behalf of Seller.
9. Indemnification and Hold Harmless. Seller shall defend, indemnify and hold harmless City from
and against all liability or loss and against all claims or actions based upon or arising out of damage or injury to persons or property caused by or sustained in connection with the Seller’s performance
of this Contract by Seller except, pursuant to ORS 30.140, for losses, claims, or actions resulting from the sole negligence of City.
The Seller shall assume all responsibilities for it or its subcontractors, if any, performs under this
contract the work, and bear all losses and damages directly or indirectly resulting to the Seller, the City, or to others on account of the character or performance of the work, unforeseen difficulties,
accidents, or any other cause whatsoever. The Seller shall assume defense of, indemnify and save harmless the City, its officials, agents, and employees from all claims, liability, loss, damage and
injury of every kind, nature and description, directly or indirectly resulting from activities in the performance of the Contract, the ownership, maintenance or use by Seller or its subcontractors of
motor vehicles in connection therewith, or the acts, omissions, operations, or conduct of the Seller or any Subcontractor under the Contract or any way arising out of the Contract, irrespective of whether
any act, omission or conduct of the City connected with the Contract is a condition or contributory cause of the claim, liability loss, damage or injury and irrespective of whether act, omission, or
conduct of the Seller or Subcontractor is merely a condition rather than a cause of a claim, liability, loss damage or injury. The Seller shall not be liable for nor be required to defend or indemnify, the
City relative to claims for damage or damages resulting solely from acts or omissions of the City, its officials, agents or employees. The absence of or inadequacy of the liability insurance required in
section 10 shall not negate Seller’s obligations in this paragraph. 10. Insurance. a. General Insurance. The Seller shall maintain in force for the duration of this agreement a
Commercial General Liability insurance policy written on an occurrence basis with limits not less than $2,000,000 per occurrence and $3,000,000 in the aggregate for bodily injury or
property damage. Automobile Liability (owned, non-owned and hired) insurance with limits not less than $1,000,000 per occurrence shall be maintained. The City, its employees,
officials and agents will be named as an Additional Insured where operations are being conducted related to this contract, on the General Liability policy as respects to work or
services performed under this agreement to the extent that the death or bodily injury to persons or damage to property arises out of the fault of the Seller or the fault of the Seller’s
agents, representatives or subcontractors. This insurance will be primary over any insurance the City may carry on its own. Liability coverage, the City’s Risk Manager must approve the
limits. Seller understands that CITY is a public entity subject to the requirements of the Oregon Governmental Tort Claims Act, ORS 30.260 et seq. In the event that CITY’S
financial obligations or liabilities are modified by any amendment to the liability limits imposed by the Oregon Governmental Tort Claims Act, Seller agrees that the limits
regarding liability insurance set forth in this Section 10 will be modified to conform to such limits. Seller and CITY shall sign an amendment to this Agreement incorporating such
modification.
b. Workers’ Compensation. Seller shall provide and maintain workers’ compensation coverage for its employees, officers, agents, or partners, as required by applicable workers’
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compensation laws. If seller is exempt from coverage, a written statement signed by Seller so stating the reason for exemption shall be provided to the City.
c. Evidence of Insurance Coverage. Evidence of the required insurance coverages issued
by an insurance company satisfactory to the City shall be provided to the City by way of a City approved standard Accord form certificate of insurance before any work or services
commence. The Certificate of Insurance will indicate;
“The City of Springfield, its employees, officials and agents are included as additional insured with respect to the general liability policy. The general liability insurance will be
primary.”
d. Notice of Cancellation or Material Change in Coverage. Seller will notify the City 30 days prior to any cancellation or material change in coverage. The Seller shall either fax 541-726-3782 said notice or email it directly to Bob Duey (rduey@springfield-or.gov), Finance Director at the City. Regardless of what circumstances caused Seller's insurance
coverage to cease or be modified, it is the Seller’s responsibility to notify the City. Seller’s
failure to maintain proper insurance or provide notice of cancellation shall be grounds for claim and termination of this Contract.________(Contractor initials)
e. Equipment and Material. The Seller shall be responsible for any loss, damage, or
destruction of its own property, equipment, and materials used in conjunction with the work. f. Exception or Waivers. Any exception or waiver of these requirements shall be subject to review and approval from the City’s Risk Manager.
11. Access to Records. Intentionally omitted.
12. Waiver. Failure of CITY to enforce any provision of this Agreement shall not constitute a waiver or
relinquishment by CITY of the right to such performance in the future nor of the right to enforce any other provision of this Agreement.
13. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented or
amended in any manner whatsoever, without prior written approval of CITY. No modification of this Agreement shall bind either party unless reduced to writing and subscribed by both parties, or
ordered by a Court. 14. Nondiscrimination. Seller shall comply with all applicable requirements of Federal and State civil
rights and rehabilitation statutes, rules and regulations.
15. Termination. The performance of work under this Agreement may be terminated by CITY, in whole
or in part, whenever for any reason CITY shall determine that such termination is in the best interest of CITY. Any such termination shall be effected by delivery to the Seller of a Notice of Termination
specifying the extent to which performance of the work under the Agreement is terminated and the date on which such termination is effective. Upon delivery to the Seller of a Notice of Termination
under this paragraph, the Seller and CITY shall, by agreement, make an appropriate written modification to this Agreement governing completion of portions of the Seller’s work and payment
therefore by CITY. The amount of such payment will be that portion of the Contract Price attributable to the work performed and equipment delivered and accepted by the City through the effective date
of the termination. 16. Assignment/Subcontract. Seller shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Agreement, in whole or in part, without the prior written approval
of CITY. Seller intends to subcontract the services to Day Wireless Systems, a Motorola authorized premier service partner, who is deemed approved by the City. No such written approval shall relieve
Seller of any obligations of this Agreement, and any transferee or subcontractor shall be considered the agent of Seller. Seller shall remain liable as between the original parties to this Agreement as if
no such assignment had occurred.
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17. Successors in Interest. The provisions of this Agreement shall be binding upon and shall inure to
the benefit of the parties to this Agreement and their respective successors and assigns.
18. Compliance with All Government Regulations. Seller shall comply with all Federal, State and local laws, codes, regulations and ordinances applicable to the work performed under this
Agreement. Failure to comply with such requirements shall constitute a breach of contract and shall be grounds for termination of this Agreement. Damages or costs resulting from noncompliance shall
be the sole responsibility of Seller.
19. Attorney Fees. In the event a lawsuit of any kind is instituted on behalf of a party to enforce any provision of this Agreement, the non-prevailing party shall pay to the prevailing party such additional
sums as the Court may adjudge reasonable for attorney fees plus all costs and disbursements at trial and on any appeal.
20. Force Majeure. Neither party to this Agreement shall be held responsible for delay or default
caused by fire, riot, acts of God and/or war which is beyond that party’s reasonable control. CITY may terminate this Agreement upon written notice after determining such delay or default will
unreasonably prevent successful performance of the Agreement.
21. Remedies. This Agreement shall be governed by and construed in accordance with the Laws of the State of Oregon, and any litigation arising out of this agreement shall be conducted in the Courts of
the State of Oregon, County of Lane.
22. Entire Agreement. This Agreement, including Attachments 1 and 2, signed by both parties is the
parties’ final and entire Agreement and supersedes all prior and contemporaneous oral or written communications between the parties, their agents and representatives. There are no representations, promises, terms, conditions or obligations other than those contained herein.
CITY OF SPRINGFIELD: SELLER: MOTOROLA SOLUTIONS, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
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Date:Nov 5th, 2015
Dealer/Agent/MR Quotation 1307 E Algonquin Rd Schaumburg, IL 60196 Quote #:QU0000338808
Account Manager: Mark Hall
Prepared By: Justin Sterrett Phone:(541) 582-0587 Fax:503-581-3347 CUSTOMER #:1000236316
PREPARED FOR : Rhonda Rice Bill To SPRINGFIELD, CITY OF Ship to Day Wireless Systems
COMPANY : SPRINGFIELD PUBLIC WORKS Address:225 N 5TH 225 N 5TH Address:Attn: Springfield Public Works
PHONE : (541) 726-3655 SPRINGFIELD, OR 97477 2240 Judson St SESalem, OR 97302
Equipment Details and Pricing Per WSCA 02720 & ORPAC State Pricing Agreement 4018
Qty.Model Description MSRP WSCA OR Price Total Price
Portables
16 H51QDF9PW6AN APX 4000 UHF PORTABLE 1,756.00$ 1,317.00$ 21,072.00$
16 QA02756AB 3600 OR 9600 BAUD TRUNKING 1,570.00$ 1,177.50$ 18,840.00$
16 HA00022AB sfs COMPREHENSIVE 228.00$ 228.00$ 3,648.00$
16 QA04865AA 2 KNOB CONFIGURATION
16 PMMN4050A IMPRES REMOTE SPEAKER MIC, NC 98.00$ 73.50$ 1,176.00$
16 NNTN8128AR SPARE BATTERY 100.00$ 75.00$ 1,200.00$
5 NNTN7593 DUAL UNIT CHARGERS 375.00$ 300.00$ 1,500.00$
2 WPLN4232A CHARGER, SINGLE-UNIT, IMPRES,63.00$ 50.40$ 100.80$
1 WPLN4219B 650.00$ 520.00$ 520.00$
DASH MOUNT MOBILES
23 M22QSS9PW1AN APX4500 UHF MOBILE 1,354.00$ 1,015.50$ 23,356.50$
23 GA00249AC SfS COMPREHENSIVE 265.00$ 265.00$ 6,095.00$
23 QA02756 3600 OR 9600 TRUNKING BAUD 1,570.00$ 1,177.50$ 27,082.50$
23 G66 ADD: DASH MOUNT O2 WWM 125.00$ 93.75$ 2,156.25$
23 G426 ADD: ANT 1/4 WAVE UHF 25.00$ 18.75$ 431.25$
23 B18 ADD: AUXILARY SPKR 7.5 WATT 60.00$ 45.00$ 1,035.00$
23 W22 ADD: PALM MICROPHONE 72.00$ 54.00$ 1,242.00$
23 GA00804 ADD: APX O2 CONTROL HEAD (Grey)492.00$ 369.00$ 8,487.00$
23 G444 ADD: APX CONTROL HEAD SOFTWARE -$
DESKSET
1 F2380A MDC5000 DESKSET 1,500.00$ 1,350.00$ 1,350.00$
1 FKN8695AS ETHERNET CABLE 10'36.00$ 28.80$ 28.80$
1 FHN7394A MCD 5000 DESKSET WALL MOUNT KIT 12.00$ 10.80$ 10.80$
PROGRAMMING & DESK SET INSTALLATION
1 PROGRAM PROGRAM 23 DASH MOUNT RADIOS AND 16 PORTABLE RADIOS 3,120.00$
1 PROG DESK SET PROGRAM DESK SET 753.00$
1 SVC INSTALLATION AND OPTIMIZATION OF DESK SET 2,247.00$
* Special Terms: Payment per Motorola's Finance Package.
STATEMENT OF WORK
125,451.90$
IMPRES MUC CHARGER WITH DISPLAY - US/NA PLUG
ATTACHMENT 1
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QUOTE TERMS AND CONDITIONS :
1.Quotes are exclusive of all installation and programming charges(unless expressly stated) and all applicable taxes.
3.Title will pass upon shipment, risk of loss will pass upon delivery to purchaser's facility.4.Ordered equipment may be returned for a full refund, less a 20% restocking fee, if the equipment is returned unused and
undamaged in its original packaging with in six months after shipment.5.Prices quoted are valid for thirty(30) days from the date of this quote.6.Unless otherwise stated, payment will be due within thirty days after invoice.7.Motorola's standard equipment warranty( which will be furnished upon request) applies to all ordered equipment MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE ORDERED PRODUCTS, EXPRESS OR IMPLIEDINCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.8.MOTOROLA'S TOTAL LIABILITY ARISING FROM THE ORDERED PRODUCTS WILL BE LIMITTED TO THE PURCHASE PRICE OF THE PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGES ARE CLAIMED. IN NO EVENT WILL MOTOROLABE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES.
9.These terms will prevail over any inconsistent or additional terms on any purchase order submitted by the purchaser.
Portable Radios
Stage equipment. Program radios using existing template.
Deliver radios.
Mobile Radios
Stage equipment.
Program radios using existing template.
Deliver radios.
Office Desk Set
Stage equipment. Program remote.
Interface digital remote to base radio.
Connect to cable pulled last spring.
Install and optimize desk set.
Training desk set operator.
ATTACHMENT 1
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COMMERCIAL WARRANTY
General Information
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 Solutions, 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, 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.
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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. 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.
I. Scratches or other cosmetic damage to Product surfaces that does not affect the operation of the Product.
J. 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.
K. Normal and customary wear and tear. L. 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.
VI. PATENT AND SOFTWARE PROVISIONS:
Motorola will defend, at its own expense, any suit brought against the end user purchaser to the extent
that it is based on a claim that the Product or its parts infringe a United States patent, and Motorola will pay those costs and damages finally awarded against the end user purchaser in any such suit which are
attributable to any such claim, but such defense and payments are conditioned on the following:
A. that Motorola will be notified promptly in writing by such purchaser of any notice of such claim;
B. that Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise; and
C. should the Product or its parts become, or in Motorola's opinion be likely to become, the subject of a claim of infringement of a United States patent, that such purchaser will permit Motorola, at
its option and expense, either to procure for such purchaser the right to continue using the Product or its parts or to replace or modify the same so that it becomes non-infringing or to grant
such purchaser a credit for the Product or its parts as depreciated and accept its return. The depreciation will be an equal amount per year over the lifetime of the Product or its parts as
established by Motorola.
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Motorola will have no liability with respect to any claim of patent infringement which is based upon the combination of the Product or its parts furnished hereunder with software, apparatus or devices not
furnished by Motorola, nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Product. The foregoing
states the entire liability of Motorola with respect to infringement of patents by the Product or any its parts thereof.
Laws in the United States and other countries preserve for Motorola certain exclusive rights for copyrighted Motorola software such as the exclusive rights to reproduce in copies and distribute copies of
such Motorola software. Motorola software may be used in only the Product in which the software was originally embodied and such software in such Product may not be replaced, copied, distributed, modified
in any way, or used to produce any derivative thereof. No other use including, without limitation, alteration, modification, reproduction, distribution, or reverse engineering of such Motorola software or
exercise of rights in such Motorola software is permitted. No license is granted by implication, estoppels or otherwise under Motorola patent rights or copyrights.
ATTACHMENT 2
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