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AG 2018 09 17
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5/8/2019 7:18:45 PM
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Meeting Minutes
Doc Type
Agenda
Meeting Minutes - Date
9/17/2018
Board
Board of Commissioners
Meeting Type
Regular
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and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges <br />may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of <br />Equipment; extension of the warranties; travel; suspending and re -mobilizing the work; additional engineering, <br />project management, and standby time calculated at then current rates; and preparing and implementing an <br />alternative implementation plan. <br />Section 11 DISPUTES <br />The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). <br />11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the <br />State in which the System is installed. <br />11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute <br />("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations <br />including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at <br />a higher level of management than the persons with direct responsibility for the matter and 2) direct communication <br />between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the <br />Parties will proceed to mediation. <br />11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate <br />from either Party ("Notice of Mediation'). Neither Party may unreasonably withhold consent to the selection of a <br />mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration <br />Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the <br />cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the <br />mediation by a business executive with authority to settle the Dispute. <br />11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt <br />of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state <br />in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts <br />in such state over any claim or matter arising under or in connection with this Agreement. <br />11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as <br />compromise and settlement negotiations for purposes of applicable rules of evidence and any additional <br />confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be <br />construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. <br />Section 12 DEFAULT AND TERMINATION <br />12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the <br />other Party may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and <br />may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a <br />default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, <br />the defaulting Party will have thirty (30) days atter receipt of the notice of default to either cure the default or, if the <br />default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing <br />the cure plan immediately atter receipt of notice by the other Party that it approves the plan. If Customer is the <br />defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. <br />12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless <br />otherwise agreed in writing, the non -defaulting Party may terminate any unfulfilled portion of this Agreement. In the <br />event of termination for default, the defaulting Party will promptly return to the non -defaulting Party any of its <br />Confidential Information. If Customer is the non -defaulting Party, terminates this Agreement as permitted by this <br />Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from <br />Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this <br />Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola <br />with detailed invoices substantiating the charges. <br />Section 13 INDEMNIFICATION <br />August 2018 Use or discbsure or the proposal k subject <br />to the restrlC m on the cover page. <br />® Motorola Solutions Confidential Restdcted Contractual Documentation 3-7 <br />F-9 Page 220 <br />
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