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RESOLUTION NO. 4449
A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF AUBURN, WASHINGTON, AUTHORIZING
THE MAYOR AND CITY CLERK TO EXECUTE A
CONTRACT WITH BEAR COMMUNICATIONS INC.,
d/b/a BEARCOM WIRELESS WORLDWIDE, FOR
SYSTEM UPGRADES TO THE CITY'S VHF RADIO
SYSTEM
WHEREAS, the City of Auburn is engaged in various municipal functions,
requiring radio communications using the city's VHF radio system; and
WHEREAS, the existing VHF radio system needs to be upgraded to
provide enhanced coverage to include the newly annexed areas of Lea Hill and
West Hill; improved system stability by removing reliance on Qwest leased lines
for in-building communications; and to meet upcoming FCC requirements for
VHF spectrum rebanding due by 2013; and
WHEREAS, the City of Auburn faces the real danger of a significant flood
event due to damage at Howard Hanson Dam. It is critical that City and Valley
Regional Fire Authority personnel be able to operate and respond in the event of
an emergency, and our VHF radio system is a key component providing city-wide
communications; and,
WHEREAS, An upgrade to the system is required as quickly as possible
to provide extended radio coverage in the newly annexed areas of West Hill and
Lea Hill. Bearcom already has site design and equipment lists in place and are
prepared to begin procurement and installation very quickly; and
WHEREAS, Bear Communications Inc., d/b/a Bearcom Wireless
Worldwide ("Bearcom"), the City's current primary VHF system vendor is
Resolution No. 4449
February 11, 2009
Page 1 of 3
intimately familiar with the City's radio system and would be able to provide the
upgrades more quickly than if the City went through its normal procurement
cycle.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF AUBURN,
WASHINGTON, HEREBY RESOLVES as follows:
Section 1. That the City Council, in accordance with RCW
39.04.280(1)(b), finds that special market conditions exist based on the potential
for imminent flooding that would require increased City response, which
response is contingent on effective radio coverage. Accordingly, competitive bid
and negotiation requirements are waived for this contract.
Section 2. That the Mayor is authorized to negotiate an Agreement with
Bear Communications Inc., d/b/a Bearcom Wireless Worldwide, in an amount not
to exceed Two Hundred Thousand and 00/100 Dollars ($200,000) sales tax
included, and the Mayor and the City Clerk are authorized to execute such
agreement as negotiated within budgetary and scoping parameters.
Section 3. That the Mayor is authorized to implement such administrative
procedures as may be necessary to carry out the directives of this legislation.
Section 4. That this Resolution shall take effect and be in full force
upon passage and signatures hereon.
Resolution No. 4449
February 11, 2009
Page 2 of 3
Dated and Signed this ~ day of 12009.
CITY A
-
PETER B. LEWIS
MAYO R
ATTEST:
Danielle E. Daskam, City Clerk
APPR VED TO FORM:
,
b-dih B. eid, City Afttorne
Resolution No. 4449
February 11, 2009
Page 3 of 3
CONTRACT
Resolution No. 4449
THIS AGREEMENT made and entered into by and between the City of Auburn, a Municipal Corporation ("City"), and
Bear Communications Inc., d/b/a Bearcom Wireless Worldwide ("Bearcom") ("Contractor.")
In consideration of the terms and conditions contained herein and attached and made a part of this Agreement, the
parties hereto covenant and agree as foilows:
1. The Contractor shall supply all goods, equipment, materials, and supplies, and perform all work and services
incidentai thereto, in accordance with and as described herein and in the Specifications of the City of Auburn
including, but not limited to the General Provisions, together with all other attachments hereto, which are by this
reference incorporated herein and made a part hereof.
Specification No. N/A
Project: VHF System Upgrade
Contract Total: Not to Exceed $200,000, including sales tax.
2. The Contractor shall provide and bear the expense of supplying all goods, equipment, materials, and supplies, as
well as all work and labor of any sort whatsoever that may be required or incidental to such goods, equipment,
materials and supplies as provided for in this Agreement and every part thereof, except such as are mentioned in the
Specifications to be furnished by the City of Auburn.
3. Contractor's Representations.
a. The Contractor hereby represents and warrants that he has all necessary licenses and certifications to
perform the services provided for herein, and is qualified to perform such services.
b. Contractor agrees that, for any labor performed as part of this Agreement that would be considered to be a
Public Work under Chapter 39.04 RCW, Contractor will pay prevailing wage rates as provided for in Chapter
39.12 RCW.
4. Citv's Responsibilities.
The City shall do the following in a timely manner so as not to delay the services of the Contractor:
a. Designate in writing a person to act as the City's representative with respect to the services. The City's
designee shall have complete authority to transmit instructions, receive information, interpret and define the
City's policies and decisions with respect to the services.
b. Furnish the Contractor with all information, criteria, objectives, schedules and standards for the project and
the services provided for herein.
c. Arrange for access to the property or facilities as required for the Contractor to perform the services provided
for herein.
d. Examine and evaluate all studies, reports, memoranda, plans, sketches, and other documents prepared by
the Contractor and render decisions regarding such documents in a timely manner to prevent delay of the
services.
5. Acceptable Standards.
The Contractor shall be responsible to provide, in connection with the services contemplated in this
Agreement, work product and services of a quality and professional standard acceptable to the City.
,
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6. Compensation.
A. As compensation for the Contractor's performance of the services provided for herein, the City shall pay
the Contractor the fees and costs specified on Exhibit "B" attached hereto and made a part hereof (or as
specified in an addendum). The Contractor shall, on a monthly basis, submit to the City an invoice or
statement of time spent on tasks included in the scope of work provided herein, and the City shall process the
invoice or statement in the next billing/claim cycle following receipt of the invoice or statement, and shall remit
payment to the Contractor thereafter in the normal course, subject to any conditions or provisions in this
Agreement or addendum.
. B. Defective or Unauthorized Work. The City reserves its right to withhold payment from the Contractor for
any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and
materials that do not conform to the requirements of this Contract; and extra work and materials furnished
without the City's written approval. If the Contractor is unable, for any reason, to satisfactorily complete any
portion of the work, the City may complete the work by contract or otherwise, and the Contractor shall be
liable to the City for any additional costs incurred by the City. "Additional costs" shall mean all reasonable
costs, including legal costs and attorney fees, incurred by the City beyond the maximum Contract price
specified above. The City further reserves its right to deduct the cost to complete the Contract work,
including any additional costs, from any and all amounts due or to become due the Contractor.
C. Prevailinq Waqes. Contractor shall file a"Statement of Intent to Pay Prevailing Wages" with the State of
Washington Department of Labor & Industries prior to commencing any Contract work that would constitute a
Public Work. The Contractor shall pay prevailing wages and comply with Chapter 39.12 of the Revised Code
of Washington, as well as any other applicable prevailing wage rate provisions. The prevailing wage rate
revision in effect on the date that this Agreement was fully executed is attached and by this reference
incorporated herein and made a part hereof. No payment shall be issued until a Statement of Intent to Pay
Prevailing Wages form, for the Contractor and each and every subcontractor, has been approved by the
State Department of Labor & Industries, and is received by the City. Final payment shall not be released until
an Affidavit of Wages Paid form for the Contractor and each and every subcontractor, has been approved by
the State Department of Labor & Industries, and is received by the City.
7. Time for Performance and Term of Agreement.
The Contractor shall perform the services provided for herein no later than July 31, 2009. The Term of this
Agreement shall commence on the date hereof and shall terminate upon completion of the performance of
the scope of work provided herein, unless otherwise agreed to in writing by the parties. Provided, that the
Maintenance Service portion of this Contract shall terminate on December 31, 2009 unless extended in
writing by the Parties.
8. Ownership and Use of Documents.
All documents, reports, memoranda, diagrams, sketches, plans, surveys, design calculations, working
' drawings and any other materials created or otherwise prepared by the Contractor as part of his performance
of this Agreement (the "Work Products") shall be owned by and become the property of the City, and may be
used by the City for any purpose beneficial to the City.
9. Records Inspection and Audit.
All compensation payments shall be subject to the adjustments for any amounts found upon audit or
otherwise to have been improperly invoiced, and all records and books of accounts pertaining to any work
performed under this Agreement shall be subject to inspection and audit by the City for a period of up to three
(3) years from the final payment for work performed under this Agreement.
10. Continuation of Performance.
In the event that any dispute or conflict arises between the parties while this Contract is in effect, the
Contractor agrees that, notwithstanding such dispute or conflict, the Contractor shall continue to make a good
Bearcom - VHF Upgrade
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faith effort to cooperate and continue work toward successful completion of assigned duties and
responsibilities.
11. Administration of Aqreement.
This Agreement shall be administered by Dwayne Falcon on behalf of the Contractor, and by the Mayor of the City, or
. designee, on behalf of the City. Any written notices required by the terms of this Agreement shall be served on or
mailed to the following addresses:
City of Auburn Contractor
Auburn City Hall Bear Communications, Inc. d/b/a/
ATTN: Information Services Bearcom
25 West Main 14572 NE 95'n
Auburn, WA 98001-4998 Redmond, WA 98052
(253) 931-3000 FAX (253) 931-3053 (206) 510-8956 FAX (425) 895-9119
12. Notices.
All notices or communications permitted or required to be given under this Agreement shall be in writing and
shall be deemed to have been duly given if delivered in person or deposited in the United States maii,
postage prepaid, for mailing by certified mail, return receipt requested, and addressed, if to a party of this
Agreement, to the address for the party set forth above, or if to a person not a party to this Agreement, to the
address designated by a party to this Agreement in the foregoing manner.
Any party may change his, her or its address by giving notice in writing, stating his, her or its new address, to
any other party, all pursuant to the procedure set forth in this section of the Agreement.
13. Insurance.
The Contractor shall be responsible for maintaining, during the term of this Agreement and at its sole cost
and expense, the types of insurance coverages and in the amounts described below. The Contractor shall
furnish evidence, satisfactory to the City, of all such policies. During the term hereof; the Contractor shall
take out and maintain in full force and affect the following insurance policies:
a. Commercial General Liability insurance, insuring the City and the Contractor against loss or damages arising
from premises, operations, independent contractors and personal injury and advertising injury. The City shall
be named as an insured under the Contractor's Commercial General Liability insurance policy with respect to
the work performed for the City, with minimum tiability limits of $1,000,000.00 combined single limit for
personal injury, death or property damage in any one occurrence.
b. Such workmen's compensation and other similar insurance as may be required by law.
c. Professional liability insurance with minimum liability limits of $1,000,000.
d. Automobile Liability insurance covering all owned, non-owned, hired and leased vehicles. Coverage shall be
written on insurance Services Office (ISO) form CA 00 01 or a substitute form providing equivalent liability
coverage. If necessary, the policy shall be endorsed to provide contractual liability coverage.
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14. Indemnification.
The Contractor shall indemnify, defend and hold harmless the City and its officers, agents and employees, or
any of them from any and all claims, actions, suits, liability, loss, costs, expenses, and damages of any nature
whatsoever, including attorney fees, by any reason of or arising out of the act or omission of the Contractor,
its officers, agents, employees, or any of them relating to or arising out of the performance of this Agreement
except for injuries and damages caused by the sole negligence of the City. If a final judgment is rendered
against the City, its officers, agents, employees and/or any of them, or jointly against the City and the
Contractor and their respective officers, agents and employees, or any of them, the Contractor shall satisfy
the same to the extent that such judgment was due to the Contractor's negligent acts or omissions.
15. Assiqnment.
Neither party to this Agreement shall assign any right or obligation hereunder in whole or in part, without the
prior written consent of the other party hereto. No assignment or transfer of any interest under this
Agreement shall be deemed to release the assignor from any liability or obligation under this Agreement, or
to cause any such liability or obligation to be reduced to a secondary liability or obligation.
16. Warrantv. All defects in workmanship and materials that occur within one year from the date of the City's
acceptance of the Contract work shall be corrected by the Contractor. When defects are corrected, the
warranty for that portion of the work shall extend for one year from the date such correction is completed and
accepted by the City. The Contractor shall begin to correct any defects within seven (7) calendar days of its
receipt of notice from the City of the defect. If the Contractor does not accomplish the corrections within a
reasonable time, the City may complete the corrections and the Contractor shall pay all costs incurred by the
City in order to accomplish the correction, and shall ensure all manufacturer's warranties are transferred to
the City in accordance with mfr's requirements.
17. Amendment, Modification or Waiver.
No amendment, modification or waiver of any condition, provision or term of this Agreement shall be valid or
of any effect unless made in writing, signed by the party or parties to be bound, or such party's or parties'
duly authorized representative(s) and specifying with particularity the nature and extent of such amendment,
modification or waiver. Any waiver by any party of any default of the other party shall not effect or impair any
right arising from any subsequent default.
Nothing herein shall limit the remedies or rights of the parties hereto under and pursuant to this Agreement.
18. Termination and Suspension.
Either party may terminate this Agreement upon written notice to the other party if the other party fails
substantially to perform in accordance with the terms of this Agreement through no fault of the party
terminating the Agreement.
The City may terminate this Agreement upon not less than seven (7) days written notice to the Contractor if
the services provided for herein are no longer needed from the Contractor.
If this Agreement is terminated through no fault of the Contractor, the Contractor shall be compensated for
services performed prior to termination in accordance with the rate of compensation provided in Exhibit "B"
hereof.
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26. The Contractor agrees to accept as full payment hereunder the amounts specified in the Submittal, and the
City agrees to make payments at the times and in the manner and upon the terms and conditions set forth in
said Submittal, as modified and superseded by the Specifications.
I WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed this 94'6 day of
20
CITY OF AUBI~RN: ~ BEAR COMMUN TION~S .l~C: ` ~ , ~
By: By: =
Pet B. Lewis, Mayor Signature
Attest Dwayne Falcon
G" Printed Name
APPRO S O OR . General Manager
Title
By:
Ci omey ~
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19. Parties in Interest.
This Agreement shall be binding upon, and the benefits and obligations provided for herein shall inure to and
bind, the parties hereto and their respective successors and assigns, provided that this section shall not be
deemed to permit any transfer or assignment otherwise prohibited by this Agreement. This Agreement is for
the exclusive benefit of the parties hereto and it does not create a contractual relationship with or exist for the
benefit of any third party, including contractors, sub-contractors and their sureties.
20. Costs to Prevailinq Partv.
In the event of such litigation or other legal action, to enforce any rights, responsibilities or obligations under
this Agreement, the prevailing parties shall be entitled to receive its reasonable costs and attorney's fees.
21. Applicable Law.
This Agreement and the rights of the parties hereunder shall be governed by the interpreted in accordance
with the laws of the State of Washington and venue for any action hereunder shall be in of the county in
Washington State in which the property or project is located, and if not site specific, then in King County,
Washington; provided, however, that it is agreed and understood that any applicable statute of limitation shall
commence no later than the substantial completion by the Contractor of the services.
22. Captions, Headinqs and Titles.
All captions, headings or titles in the paragraphs or sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part of this Agreement or act as a limitation of the scope of the
particular paragraph or sections to which they apply. As used herein, where appropriate, the singular shall
include the plural and vice versa and masculine, feminine and neuter expressions shall be interchangeable.
Interpretation or construction of this Agreement shall not be affected by any determination as to who is the
drafter of this Agreement, this Agreement having been drafted by mutual agreement of the parties.
23. Severable Provisions.
Each provision of this Agreement is intended to be severable. If any provision hereof is illegal or invalid for
any reason whatsoever, such illegality or invalidity shall not affect the validity of the remainder of this
Agreement.
24. Entire Aqreement.
This Agreement, with exhibits, contains the entire understanding of the parties hereto in respect to the
transactions contemplated hereby and supersedes all prior agreements and understandings between the
parties with respect to such subject matter. If the terms of this Agreement are different from the "Service
Agreement Program Terms & Conditions (Labor Only)," the terms of this Agreement shall control.
25. Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be one and the same
Agreement and shall become effective when one or more counterparts have been signed by each of the
parties and delivered to the other party.
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EXHIBIT A
SCOPE OF WORK
1. Procure the following equipment:
8 ICOM F121 Base/Desktop Unit with Power Supply per WSCA
4 CPI-Tone Remote Desk Sets
1 TTP-1 Tone Remote Adapter
1 Antenna System for the City Wide System
1 Quantar repeaters with the site link for the system.
(direct purchase off of Motorola WSCA contract, with BearCom acting as
the MR for Motorola)
33 VHF- 16 Motorola CP-200 Handheld Radio (WSCA Contract)
Channel
1 Outdoor Climate Controlled Unit for System
2. Install, test, optimize, tune, and align city-wide system.
3. Install base stations at all required buildings, pulling cable and terminating ends.
4. Perform complete system setup for the VHF repeater system.
5. Annual Maintenance Agreement - for Service Only, in accordance with the attached "Service
Agreement Program Terms & Conditions (Labor Only)"
Note: City will need to install twisted pairs to connect desk sets in designated buildings
SERVICE AGREEMENT PROGRAM TERMS & CONDITIONS (LABOR ONLY)
1. DEFINI7'IOIVS. For the purpose of brevity and uniformity all references to "BearCom" in this agreement will be construed to mean BearCom L.P. All references
to Licensee shall be construed as meaning and applying to FCC Licensee, or the User, or the Purchaser of the equipment to be serviced by the terms of this
agreement. "Customer" shall mean the customer named in the Agreement. "ProducY" shall wllectively mean the Equipment which BearCom and Customer agree to
be serviced under this Agreement. Such Product is listed on the front of the Agreement.
2. ACCEPTANCE. 1'he terms and conditions set forth on the Agreement is an offer to purchase Service by Customer which shall become a Service Agreement when
acknowledged in writing by BearCom's Service Department; and the banking, negotiation or other use of any payment shall not constitute an acceptance by
BearCom. [t is agreed that Service shall be provided only on the terms and conditions contained in this Agreement. BearCom shall not be bound by terms and
conditions in Customer's purchase order or elsewhere unless expressly agreed to writing,
3. SERVICES DEFINED. BearCom agrees to provide service for the Customer for the Product listed on the Agreement. Such Product shall be serviced according
the terms and conditions within the customer's master service agreement schedule ("Service"). The Service shall begin and end on the dates set forth as defined
in the customer's agreement schedule. In the event of loss, damage, theft or removal from Service of any Product, Customer shall immediately report the loss,
damage, theft or removal in writing to BearCom. In this event, Customer's obligation to pay service fees with respect to any such Product shall terminate at the
end of the month in which BearCom receives such written report.
a. Mobile Product shall be removed and reinstalled in different vehicles at Customer's request for the service fee in effect at the time of Customer's request.
b. Customer shall be responsible for providing Field Replacement Uniu (FRU's) and parts required in order to bring product(s) to manufacturer
specifications. If products cannot be repaired in the field, inoperable producu shall be sent to customer's location as designated in customer's master service
agreement.
c. Service shall include labor only required to repair Product(s), which has become defective through normal weaz and usage. This does not include
consumable and their installation. Service does not include the replacement of Product, which has othenvise become defective, including, but not limited to,
damage caused by accidents, physical or electrical abuse or misuse, acts of God, fires or other casualty. Service perfornied for non-covered repairs shall be
billed at BearCom's contract rate applicable for such Service. Product under contract must be maintained in environmental conditions as set forth in the
Product specifications and damage resulting from environmental conditions not conforming to the specifications is not covered by this Agreement.
d. Where telephone lines and Product are used in conjunction with BearCom maintained Product, BearCom shall have no obligation or responsibility for
such telephone lines or Product. BearCom shall, upon request, assist the Telephone Company in repairing such upon payment at the appropriate rate.
e. Customer shall indicate on the Customer's Master Agreement any Product(s) which is intrinsically safe so that appropriate parts and procedures may he
used.
f. Service here under (or anytime thereafter), if Product cannot in BearCom's opinion be properly or economically repaired, because (but not limited to)
excessive wear, deterioration or unavailability of parts, BearCom at its sole option, upon thirty (30) days prior written notice to Customer sent by mail, may
either: (1) remove such Product from this Agreement; or (2) may increase ihe price to Service such Product. Customer shall have thirty (30) days from receipt
of notice of price increase to object to such increase. If Customer properly objects to such increase, BearCom shall then have the option to remove such
Product from coverage by this Agreement. Customer's obligation to pay Service fees with respect to Product removed from this Agreement shall terminate at
the end of the monih during which such Product is removed.
g. BearCom will not be responsible for servicing any product under this agreement that is suspect to Radio Interference caused by extemal forces not
directly related to customer's equipment or products. Any such request or intervention performed by BearCom shall be conducted separately from this
agreement and performed under standazd BearCom rates as defined in Customer's Master Agreement.
4. TIME AND PLACE OF SERVICE. Service shall be done at the location specified Customers Master Agreement. Where Service is to be perfortned at the location
of the Product, Customer shall fumish shelter, heat, light and power at these locations. Customer shall notify BearCom immediately of Product failure, allow BearCom
full and free access to the Product, and cooperate fully with BearCom in BearCom's servicing of the Product. Customer shall allow BearCom to use necessary machines,
communications, facilities, features and other product (except as normally supplied by BearCom) at no charge. Mobiles and removable Products shall be delivered by
Customer to BearCom. The Customer shall give the BearCom Service Station at least two days' notice prior to delivery of mobile unit for reinstallation,
a. Hours of Service under this Agreement shall be the nortnal working hours, excluding holidays, unless othervvise indicated on the Customers Master
Agreement.
b. BearCom will in no way be obligated to provide the Customer with Loan Equipment.
5. PAYMEN'C/fAXE5. On or about the date each payment is due as set forth on the front side ofthis Agreement, BearCom shall send Customer an imoice covering
the Service fees for die next Payment Period. All other charges shall be billed monthly, and the Customer shall pay the amount of each invoice within ten (30)
days of iu date to PO Box 200600, Dallas, Texas 75320-0600. Each invoice shall be due and payable whether or not the Product is operating. If Customer
defaults in its payment to BearCom, BearCom may terminate this Agreement by giving Customer ten (10) days notice by mail. Customer shall reimburse
BearCom for all property taxes, sales and use taxes, excise taxes. and income and profit taxes of BearCom and State income and franchise taxes of BearCom.
6. RIGHT TO SUBCONTRAC7'. BearCom shall have the right to subcontract in whole or in part the Service called for by this Agreement. BearCom shall notify
Customer of the name and address of each subcontractoc
7. REVISION OF FEES. Prior to an Anniversary of the "Expiration Date" indicated on the Customer's Master Agreement, BearCom may revise the Service fees set
Forth on this Agreement by giving Customer written notice of the amount of the increase at least sixty (60) days in advance of that Anniversary
date. Upon receipt of any such notice, Customer may terminate this agreement on the Expiration Date or any Anniversary of it upon thirty (30) day's pnor
written notice to BearCom sent by certified mail to the address indicated in this Agreement; othenvise the new fees shall become effective on the Anniversary
date. In the event of such termination, all accrued and unpaid charges shall be due and payable immediately upon termination.
8. AUTOMATIC RENEWAL. After the Expiration Date indicated on the front side of the Agreement, this Agreement shall continue for successive additional
periods of one year, provided that either BearCom or Customer may terminate this Agreement on the Expiration Date or any Anniversary of it upon thirry (30) days
prior written notice to the other party sent by certified mail to the address indicated in this Agreement.
9. FCC AND OTHER GOVERNMENT MA1"CERS. Although $earCom may assist in preparation of the FCC license applications, Customer is solely responsible
for obtaining any licenses or other authorizations required by the Federal Communications Commission ("FCC") or any other Federal, State or Local Governmental
agency. Customer is solely responsible for complying with applicable FCC rules and regulations and the applicable rules and regulations of any other Federal, State
or L,ocal govemmental agency. Neither BearCom nor any of its employees is an agent of Customer in FCC or other governmental matters. BearCom, however, may
assist in preparation of the FCC license application at no charge to Customer.
Attachment 1, Exhibit A
• r
10. ENTIRE AGREEMENT. Customer acknowledges that it has read and understands the terms and conditions of the Agreement and agrees to be bound by them,
that it is the complete and conclusive statement of the agreement between the parties and that this Agreement sets forth the entire agreement and understanding
between the parties relating to the subject matter hereof and all understandings and agreements, oral and written, heretofore made between BearCom and Customer,
are merged in this Agreement which alone fully and completely expresses their agreement.
11. LIMITATION OF LIABILITY. BearCom's total liability for losses, whether for breach of contract, negligence, indemnity, warranty, or suict liability in tort, is
limited to the price of the monthly service. In no event wiil BearCom be liable for loss of use, loss of time, inconvenience, liquidated damages, commercial loss, or
profits.
12. INTERRUPTION OF SERVICE. BearCom does not assume and shall have no liability under this agreement for failure to provide or delay in providing service
for the equipment due directly or indirectly to causes beyond the control and without the fault or negligence of BearCom including, but not restricted to, acts of
God, acts of the public enemy, acu of the United States, Territory of the United States, or any political subdivision of the foregoing, or the District of Columbia acts
of the Licensee its agents, employees, or subcontractors, fires, floods, epidemics, quarantine resuictions, strikes, freight embazgoes, and unusually severe weather
conditions, or defaults of BearCom subconuactors due to any such causes.
13. LAWS AND REGULATIONS. This agreement and the rights and obligations of the paRies under it are subject to present and future valid orders and valid laws,
rules and regulations of dury constituted authorities having jurisdiction.
14. PRIOR NEGOTIONS.1'his contract constitutes the entire agreement of the parties hereto and shall supersede all prior offers, negotiations and agreements.
15. AMENDMENT. No revision of this agreement shall be valid unless made in writing and signed by an Area Service Manager of BearCom and an Authorize Agent
ofthe Licensee.
~
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