R95-162 ACCEPTING THE PROPOSAL AND AUTHORIZING A CONTRACT

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� ' i � Exhibit A EXHIBIT A GENERAL PROVISIONS DATED JANUARY, 1987 Section 1 STANDARDS OF WORK MOTOROLA agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. MOTOROLA warrants that all equipment provided under this Agreement shall be new and in good wor{cing condition. All packaging and packing shall be in accordance with good commercial practice. _ Section 2 TAXES The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or MOTOROLA is required to pay or bear the burden thereof, the PURCHASER agrees to pay to MOTOROLA the amount of such taxes and any interest or penalty thereon no later than THIRTY (30) DAYS after receipt of an invoice therefor. Section 3 SHIPPING,TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. MOTOROLA reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the PURCHASER upon shipment of the equipment. After delivery to the F.O.B. Point, risk of loss and damage to the articles shall be borne by the PURCHASER. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or under any circumstances. Section 4 CHANGES IN THE WORK A. The PURCHASER may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. MOTOROLA is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. Section 5 LIMITATION OF LIABILITY Except for personal injury or death, MOTOROLA's total liability whether for breach of contract, warranty, negligence, strict liability in tort or otherwise, is limited to the price of the partic�lar products sold hereunder with respect to which losses or damages are Contract No. 95-10192/IL 1 11/14/95