HomeMy WebLinkAboutPhilips Lighting North America Corporation - 2017-10-31 (2) PHILIPS
Philips Lighting North America Corporation
200 Franklin Square Drive
Somerset,NJ 08873
October 31, 2017
City of Huntington Beach
2000 Main St
Huntington Beach, CA 92648
Attn: Antonia Graham
RE: CityTouch Connected Node Pilot Project
Dear Saeed,
We are happy to provide you with 6 (six) sample nodes Philips CityTouch Connected
Nodes(the"Products") and CityTouch Services(the"Services")to be used on a trial basis
for a period of ninety (90) days ("Trial Period"). The Products will be delivered to your
facility located at:
City of Huntington Beach Civic Center
Attention: Antonia Graham
2000 Main Street
Huntington Beach, CA 92648
and will include all necessary installation, maintenance and operating instructions
("Instructions").
Upon expiration Trial Period, you may elect to continue using the Products and Services
by (i) purchasing the Products and additional CityTouch nodes for an amount of $250 per
node and (ii) executing our CityTouch Software Services Agreement attached hereto as
Exhibit A. In the event you elect not to purchase additional Products or Services, you will
be responsible (at your own expense)for un-installing and returning the Products to Philips
pick up to be arranged. You may retain the trial Products for an amount of$250 per node,
provided, however, the Products will operate only as a standard photocell and all Services
provided in connection with the Products will be terminated.
In connection with the Product trial, we note that you will be responsible for installing,
maintaining and operating the Products strictly in accordance to the Instructions. Further,
by acceptance of this letter, you agree not(i) to use the Products or Services for any other
purpose or application other than described in this letter, (ii) export, resell, transfer, or
distribute any of the Products or Services to any person or entity and (iii) copy, decompile,
reverse engineer, disassemble the Products or Services.
Since these Products are provided free of charge to you, the Products are being provided
AS-IS and Philips makes no warranty of any kind regarding the Products. By executing
this letter, you agree that Philips will not have any liability whatsoever for any failure of the
Products or Services to operate or perform as expected. Philips reserves the right to
PHILIPS
terminate the Trial Period at any time if it determines, in its sole discretion,that the Products
or Services are not being used pursuant to the Instructions. Upon purchase of the Products
by you, our standard product warranty will be apply to the Products.
This letter is not assignable or transferable by you and any attempted assignment or
delegation shall be null and void and have no effect.
SINCERELY,
Philips Lighting North America ACKNOWLEDGED AND AGREED
Corporation City of Hu tington Beach
By: /1;f /' / ` 'r By:
Name: Michael L.Manning Nam r d,,��//ilson
Title: VP & General Counsel / Title: City�Manager
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By:
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Esparza, Patty
From: Graham, Antonia
Sent: Thursday, December 21, 2017 8:58 AM
To: Esparza, Patty
Subject: RE: another Philips question
L separate from the other Philips deal. This is for a pilot project and while the letter says there is an Exhibit
ally is not because if you read it closely it says that if you wish to continue after the 90 day pilot you would
A. We do not wish to continue with the project after the pilot.
is over because I thought that your office keeps all agreements??
Toni _ _---------- -- ----- -------—_.._� _��----
From: Esparza, Patty
Sent:Wednesday, December 20, 2017 5:34 PM
To: Graham,Antonia
Subject: another Philips question
I received a 2 page letter from you inter-office re: City Touch Connected Node Pilot Project. It refers to a City
Touch Software Services Agreement being attached as Exhibit A which was not included. I don't see anything
for Philips currently in SIRE. By chance is this tied into our License Agreement? Not quite sure what to do with
it. Please advise.
Thanks,
Patty Esparza, CMC
Assistant City Clerk
City of Huntington Beach
2000 Main Street
Huntington Beach, CA 92648
(714) 536-5260
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