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Home My WebLink AboutAgenda - 03-19-2013 - 5gORD- 2013 -011 ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: March 19, 2013 Action Agenda Item No. 5 -g 1 SUBJECT: Public Safety Console Replacement and Approval of Budget Amendment #8 -B DEPARTMENT: Emergency Services PUBLIC HEARING: (Y /N) No ATTACHMENT(S): INFORMATION CONTACT: 1) Radio Console Price & Spec Sheet Craig Blackwood, 245 -6130 2) February 12, 2013 Letter from NC Paul Laughton, 919 - 245 -2152 9 -1 -1 Board 3) Communications System Agreement PURPOSE: To approve an agreement for the purchase of seven (7) Motorola Radio consoles in the 9 -1 -1 Center to replace seven (7) existing consoles that will soon be obsolete, and purchase four (4) additional consoles to prepare for growth, with the new consoles all being APCO P25 digital compliant. BACKGROUND: Orange County's existing 9 -1 -1 Motorola Radio Consoles are analog devices consisting of computer /radio workstations, software and hardware. These units are not P25 compliant, meaning that they are not digital devices. The APCO P25 standard is an open standard for digital radio developed in North America under state, local and federal representatives and Telecommunications Industry Association (TIA) governance. The standard was developed to foster the development and progress of the art of public safety communications. The State of North Carolina will soon be changing from an analog VIPER (Voice Interoperability Plan for First Responders) system to a digital P25 VIPER system, tentatively scheduled for the end of 2013. Unfortunately, the existing consoles cannot be upgraded. They must be replaced in order to communicate using the new digital P25 VIPER radio system for the purpose of dispatching and receiving radio transmissions to /from emergency responders. This replacement supports the recommendations from the Emergency Services Workgroup, the Comprehensive Assessment of Emergency Medical Services & 911 /Communications Center Operational Study recommendations, and is also in alignment with the Orange County Chief's Association 2012 Strategic Plan for the Provision of Emergency Services. Goal II in that plan states "to work with Orange County to ensure the deployment of a state -of- the -art 9 -1 -1 Telecommunications Center that is able to dispatch emergency calls within 90 seconds or less 90% of the time by January 2014." North Carolina General Statute (NCGS) 143- 129(e)(6) allows for purchases of apparatus, supplies, materials, or equipment to be purchased using sole- source exception when: (i) performance or price competition for a product are not available; (ii) a needed product is available from only one source of supply; or (iii) standardization or compatibility is the overriding consideration. This is a sole source purchase according to NCGS 143- 129(e)(6). The Motorola MCC7500 are the only consoles that will directly wireline interface to the NC State Highway Patrol's VIPER P25 Core. There are no other compatible devices sold by other vendors. FINANCIAL IMPACT: The consoles are proposed for purchase with funding from the Emergency Telephone Fund (ETF). The total cost of the replacement/purchase is $770,088 and is an approved expenditure by the NC 9 -1 -1 Board. In order to secure the order with Motorola, a 30% down payment equaling $231,026 is required. The final balance of $539,062 will be due FY 2013/14 once the consoles have been installed and pass the validation test. The 30% amount is currently available in the ETF balance. If this amendment is approved, the amount in the Manager's Recommended Capital Investment Plan (CIP) in the Communications Systems Improvements project for P25 Compliant radio consoles in FY 2013 -14 can be reduced by this 30% amount ($231,026). The remaining amount of $539,062 will remain in the CIP in FY 2013 -14, and will be debt financed using 9 -1 -1 funds to pay the debt service. With this appropriation of $231,026, the current Unassigned Fund Balance of the E -9 -1 -1 Fund is $640,209. RECOMMENDATION(S): The Manager recommends that the Board 1) approve and authorize the Chair to sign the agreement for the total project cost of $770,088 to purchase eleven (11) Motorola Radio consoles for the 9 -1 -1 Center, and 2) approve Budget Amendment #8 -B to appropriate $231,026 from the FY 2012/13 ETF Fund Balance to initiate the purchase of the new P25 VIPER consoles. Attachment 1 SECTION 7 PRI(;ING Motorola is pleased to provide the following equipment and services to Orange County, North Carolina*, 'V-1k 0 9 Position MCC 7500 Console with Engineering, Yroject Management, Optimization, Training and Warranty $671,231 Sales Tax not included 0 11 Position MCC 7500 Console with Engineering, Project Management, Optimization, Training and Warranty $7709088i Sales Tax not included Orange County, North Carolina MCC 7500 Console System, QMotorola Solutions Confidential Restricted 3 Use or disclosure of this proposal is subject to the restrictions on the cover page. Pricing 7-1 PRODUCT SPEC SHEET MCC 7500 IP 01SPATCH CONSOLE T, VMS, . .. . . ... ............... . .. ... 01� i Designed to ensure optimal-quali'ty audio, reliable communication and ease of use for dispatchers, the MCC 7500 IP Dispatch Console operator positions connect directly to the ASTRO 25 system for communicatior with both trunked and conventional, radiols, and for al I other dispatch activity., Integration of the MCC 7500 Console positions with, the! ASTRO 25 system enables full participation in end-t�o-,e:nd voice encryption for! secure communication, priority handlin,g of emergency calls and agency partitioning. Each console is centrally configured managed from the n,e!twork manager, providing vital efficiency. Featuring the Elite Graphical User Interface (GUI), which has been refined and proven through years of use in mission critical dispatch operations, the MCC 75,00 Console eases migration and minimizes user training requirements. The intuitive and familiar GUI is based on Microsoft WindowsO and uses easily recognized icons and aliases. The GUI's powerful customization capabilities enable the colors, sizes and locations of resources on the screens to be tailored to best meet each individual user's needs. Designated folders organize resources for flexibility in handling responsibilities from shift to shift and increased efficiency in responding to events and incidents. Trunked and conventional radio channels are custornizable with various controls, such as patch status, frequency select, coded/clear select and individual volume control, based on user preferences. Per-channel controlls can be fully or partially shown, or hidden to save space on the screen. Busy dispatchers can respond to a missed call by simply clicking on an entry in the Activity Log. The number of calls and call information displayed in the Activity Log is customizable to suit the needs of the user(s). Telephone resources are accessed and easily patched with radio resources within the MCC 7500 Dispatch Console's GUI, eliminating the cost of having additional telephone equipment at the dispatch position and speeding communications between systems. The status of auxiliary inputs and outputs is conveniently, interpreted from the GUI with the use of familiar graphical icons, such as a door shown open or closed. KEY INTEROPERABILITY FEATURES Agency Partitioning Multiple agencies can share a system to gain interoperability and cost savings benefits, while still maintaining control of their own channels, encryption keys, console configuration and more. 12 PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE Priority for Emergencies Transmit Priority Levels provide an orderly and consistent method for ensuring higher priority transmissions are able to take over resources from lower priority transmissions. Optimized Patch FunctionallitV MCC 7500 Console users can patch communications between trunked and/or conventional radios that are normally unable to communicate with each other. Patched radio users see the ID or alias of the other patched radio(s), as opposed to that of the console. This minimizes confusion and the need for the dispatcher to intervene in the call. Patches are automatically re- established if interrupted so the MCC 7500 Console user can concentrate on continuing operations. Enhanced Secure Operation Encryption, and decryption services within each dispatch operator position enable dispatchers to fully participate in secure communications while keeping the sensitive, vital information completely encrypted between the dispatcher and the radio users. Dispatchers can interface with agencies that have different encryption configurations without any manual intervention or delay. Up to 60, calls using up to six different algorithms and multiple secure keys can be supported simultaneously. To help reduce dispatcher stress and potential errors when managing, encrypted audio situations, indicators and alerts are provided when the console mode does not match that of a received call, as well as when a patch or multi-select group is being set up between a mix of clear and secure channels. MCC 17500 CONSOLE SOLUTION COMPONENTS P: 1 N T MCC 7500 Console operator positions connect directly to the radio system's IP transport network without gateways or interface boxes. Audio processing, encryption, and switching intelligence for dispatch is performed within each software-based operator position, without additional centralized electronics. MCC 7500 Consoles function as integrated components of the total radio system, enabling full participation in system level features such as end-to-end encryption and agency partitioning. Operator position hardware consists of' a monitor, personal computer, keyboard and mouse /trackball/ touchscreen, speakers, audio accessories and a Voice Processor Module (VPM). The VPM allows analog devices to be connected to the digital console. The low- profile 'PM can be rack mounted, furniture mounted or placed on the desktop. The MCC 7500 Console does not require separate configuration or performance management equipment. The console system is configured: and managed by the radio system's configuration manager, fault manager and performance reporting applications, to provide the customer with a single point for configuring and managing the entire radio system. Changes are automatically distributed throughout the system. This centralized approach saves valuable time and effort for system administrators and technicians. Aliases for Radio, PTT IDs, may be managed both locally and centrally in the same ,system to provide agencies sharing an ASTRO 25 radio system with the flexibility to meet their alias management needs. CONVENTIONAL GATEWAY' The Conventional Channel Gateway (CCGW) enables both analog and digital channels to interface with MCC 7500 Consoles with no need: for a separate hardware network and channel banks. Conventional calls are transported between the dispatch, operator positions and CCGWs on the same IP network as trunked calls. A CCGW provides 2-wire/4-wire analog ports for analog channels, V.24 ports for older ASTBO 25 conventional channels and IP connectivity for current architecture ASTRO 25 conventional channels. Enhanced digital control, of consolettes can be achieved by using a comb ination of analog and V.24 ports. CCGWs are available in two capacities. The standard density CCGVV supports up to eight "port based'' channels and up to sixteen IP based" channels for a total of twenty four channels. The high density CCGW supports up, to sixteen "port based It channels and up to sixteen IP based" channels for a total of thirty two channels. The 2-wire/4-wire analog ports support tone remote and ear and mouth (E M) station control. The V.24 ports and IP connections support digital station control while a combination of analog and V.24 ports support enhanced digital control of consolettes. The CCGW also SUPPORO simple analog, M,DC 1200 analog, digital-only and mixed-mode analog/digital channels. addition to the call audio. PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE SPECIFICATIONS System Compatibility ASTRO '5 25 System and PremierOne'a CAD Application Vocoder Algorithms supported AMBE, IMBE, ACELP, G.728, G.711 Encryption Algorithms supported AES (256 bit), DES-OFB, DVI-XL, ADP (Advanced Digital Privacy), DES-XL, DVP-XL Monitor requirements With Mouse or Trackball 17" minimum, 20" recommended Touchscreen 20" minimum Voice Processor Module (VPM) connections Connector type Device RJ45 One desktop microphone, eight desktop speakers, one local logging recorder, one radio instant recall recorder, one console telephony instant recall recorder, one external telephone set, one external paging encoder, one footswitch DB15 Two headset jacks connectors VPM mounting options EIA 19" rack mount, console furniture mount, Desktop -- supports monitor up to 80 lbs VPM audio inputs and outputs 600 Ohm, balanced and transformer coupled (except for microphone which is 200,0 Ohm, balanced, and does not use a transformer) Speaker Mounting Options Desktop, furniture mount, or wall mount (with bracket accessory) Dispatch Console Cable Lengths VPM to Speaker cable 10.1 feet (3,09 meters) standard VPM to Headset Jack cable 6 feet (1.8 meters) standard Headset Jack Extension cable 6 feet (1.8 meters) standard' VPM to Microphone cable 10 feet (3.05 meters) standard VPM to Footswitch cable 10 feet (3.05 meters) standard Supported Console Site Fractional T1/E1, Single T1 /E1, Multiple T1 /F1 s Link types fledundant and non-reclunclant versions IP site links MCC 7500 Dispatch Up to 60 simultaneous audio sessions per operator position Console Capacities Up to 60 simultaneous encryption /decryption sessions per secure capable operator position Up to 3 Multi-Select groups per operator position (with up to 20 members per Multi-Select group) Up to 16 Patch groups per operator position (with up to 20 members per Patch group) Up to 160 resources per operator position Conventional Channel Gateway Rack mountable, 1 rack unit high T1 R1, T2R2, T4R4, T8R8, T12R12, T1 41114 channels Simple analog, MOC 1200 analog, pure digital, mixed mode (analog /digital) channels, consolettes Standard density CCGWs provide interfaces for up to four analog conventional channels High density CCGWs provide interfaces for up to aught analog conventional channels Each analog conventional channel interface contains the following inputs and outputs - 600 Ohm, balanced analog audio input -To accept radio aludio from the channel. Can be configured to support AGC, OLM, or no input conditioning. - 600 Ohm, balanced analog audio output - To send console transmit audio to the channel * 600 Ohm, balanced analog audio output - To send console transmit and radio receive audio to a logging recorder * 1 Amp, 24 VDC relay output - For relay keying of the channel * Input buffer - To detect Carrier Operated Relay (CDR) closure in the channel • Input buffer - To detect Line Operated Busy Light (LOBL) closure in the channel - Input buffer - To detect Coded /Clear closure on an Advanced Securenet channel Standard density CCGWs provide interfaces for up to four V.24 based ASTRO 25 conventional channels High density CCGWs provide interfaces for up to eight V.24 based ASTRO 25 conventional channels - V24 to station or comparator. No Digital Interface Unit (DIU) required. Standard density CCGWs can support up to 24 conventional channels simultaneously (four analog + four V24 based ASTRO 25 conventional + sixteen IP based ASTRO 25 conventional) High density CCGWs can support up to 32 conventional channels simultaneously ( eight analog + eight V.24 based ASTRO 25 conventional + sixteen IP based ASTRO 25 conventional) PRODUCT SPEC SHEET MCC 7500 IP DISPATCH CONSOLE SPECIFICATIONS Auxiliary Input/Output A, simplified, user-friendly version of the MOSCAD SOM 3000 RTU is used to support most Aux I/O needs. Server Hardware The output relays are capable of switching 1A @ 24VDC or 1A @ 24VAC. Input buffers are capable of sensing a dry closure through 1000 feet or less (round trip) of 24 a wire. The RTU provides single pole Form A relay outputs. (Double pole, Form B or Form C relays must be implemented using extemal relays which are controlled by the RTU relays.) Auxiliary Input/Output Capacities Number of Output Relays Number of Input Buffers Single SDM 3000 RTU 16 48 Single SOM, 3000 RTU 32 96 with 1 expansion chassis Single SDM 3000 RTU 48 144 with 2 expansion chassis Auxiliary Input/Output Mounting Each SDM 3000 RTU and each SDM 3000 RTU Expansion Chassis is rack mountable in a standard 19 inch rack and is one rack unit high. Console Telephony Media Gateway The POTS version gateway supports up to eight analog POTS lines. The E1/T1 version gateway supports up to two El or two TI connections. Each gateway is rack mountable in a standard 19 inch, rack and is I rack unit high. SIZE, AND W'EIGHT Device Height Width Depth Weight "PM 1.75 in (44.5 mm) 16.9 in (430 mm) 12.3 in (312 mm) 3,13 1 bs (1.6 kg) Speaker 4.9 in (124 mm) 4 in (102 mm) Without bracket: 0.7 lbs (0.3 kg) 3.5 in (89! mm) With bracket: 5.8 in (146 mm) Headset Tack 1.6 in (41 mm) 5 in (127 mm) 6 in (1 52 mm!) 1.2 lbs (0.5 kg) Microphone Gooseneck at 901: 4.5 in (1 14 mm) 4A in (121 mm) 6.6 in (168 mm) 2.4 lbs (1.1 kg!) Gooseneck at 180: 21.8 in (552 mm) POWER AND CONSUMPTION THERMAL, Device Power Input Thermal Output VPM 0.4 Amps at 120VAC 171 BTUs/hour 0.2 Amps at 240VAC Speaker Add 0.05 Amps per speaker Add 15 BTUs/hour per speaker to VPM power Input at 120VAC to "PM thermal output (0.025 Amps at 240VAC) Headset Jack & Microphone negligible negligible CERTIFICATIONS The various hardware elements of the Motorola MCC 7500, IP Dispatch Console product line are certified to meet the requirements for CSA and CE. Safety CSA 60950-1-03 EN60950-1 2001 EMC Emissions & Immunity FCC part 15 Class A ICES -003 EN55022 1998 + Al 2001 + A2,2003, (CISPR-22 Class A) EN55024 + A1,2001 + A2,2003 EN61000-3-2 2000 EN6100,0-3-3 1995+A1:2001 Energy Efficiency International Energy Efficiency Level's (PVM power supply only) Motorola Solutions, Inc. 1301 E. Algonquin Road, Schaumburg, Illinois 60196 U.S.A. motorola.conildispatch MOTOROLA, MOTO, MOTOROLA SOLUTION'S and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. Microsoft and Windows are registered trademarks of Microsoft Corporation in the United States and other countries,. All other trademarks are the property of their respective owners. @ 2012 Motorola Solutions, Inc. All rights reserved. R3-13-20130 MOTOROLA Attachment 2 Ot ter Q North Carolina 911 Board George Bakolia, Chair February 12, 2013 Craig Blackwood, Capt. Data Manager Orange Co. Emergency Services PO BOX 8181 Hillsborough, NC 27278 -8181 Dear Capt. Blackwood, Dave Corn, Vice Chair Per the request from Orange County, this letter is to confirm our email discussion as it relates to the quote from Motorola. The MCC7500 IP consoles for each dispatch position are eligible for purchase from the Emergency Telephone System Fund. If you have questions or concerns, please feel free to call or email. Best regards, �__��a", Marsha Tapler Financial Analyst www.nc9ll.nc.gov F.O. Box 17249 . Raleigh, North Carolina 27619 -7249 Tel: (919) 754 -6344 . Fax: (919) 981 -2548 . marsha.taplerQu n�c.gov Beard An Equal Opportunity /Affirmative Action Employer 0 Attachment 3 Communications System Agreement Motorola Solutions, Inc. ( "Motorola ") and Orange County NC ( "Customer ") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C -1 "System Description" dated 12 -20 -2012 C -2 "Equipment List" dated 12 -20 -2012 C -3 "Statement of Work" dated 12 -20 -2012 C -4 "Acceptance Test Plan" or "ATP" dated 12 -20 -2012 Exhibit D Service Statement(s) of Work and "Service Terms and Conditions" (if applicable) Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. 2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine - recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2.7. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. Motorola.CSA. revision. 10.22.12.doc Motorola Contract No. 0 10 2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non- Motorola Software" means Software that another party owns. 2.12. "Open Source Software" (also called "freeware" or "shareware ") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know -how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non - Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary Motorola .CSA. revision. 10.22.12.doc 2 Motorola Contract No. 11 terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ( "MOL "), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale. MOL registration and other information may be found at httos.Hbusinessonline.motorola.com and the MOL telephone number is (800) 814 -0601. 3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON - MOTOROLA SOFTWARE. Any Non - Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non - Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non - Motorola Software. Non - Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, Motorola.CSA. revision. 10.22.12.doc Motorola Contract No. 12 payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $ . If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: The address which is the ultimate destination where the Equipment will be delivered to Customer is: The Equipment will be shipped to the Customer at the following address (insert if this information is known) : Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical Motorola .CSA. revision. 10.22.12.doc 4 Motorola Contract No. 13 power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non - conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS -222 in effect on the Effective Date. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever Motorola.CSA. revision. 10.22.12.doc Motorola Contract No. 14 occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS Motorola.CSA. revision. 10.22.12.doc Motorola Contract No. 15 10.1. FORCE MAJEURE. Neither Party will be liable for its non - performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re- mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute "). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ( "Notice of Dispute "). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ( "Notice of Mediation "). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party may consider the non - performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by giving the non - performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days Motorola .CSA. revision. 10.22.12.doc 7 Motorola Contract No. 16 after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless otherwise agreed in writing, the non - defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non - defaulting Party any of its Confidential Information. If Customer is the non - defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ( "Motorola Product ") directly infringes a United States patent or copyright ( "Infringement Claim "). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non - infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to Motorola.CSA. revision. 10.22.12.doc Motorola Contract No. 17 or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non - Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola Motorola.CSA. revision. 10.22.12.doc Motorola Contract No. ig• does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business "), whether by way of a sale, establishment of a joint venture, spin -off or otherwise (each a "Separation Event "), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, of a signature shall be treated as and shall have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be Motorola .CSA. revision. 10.22.12.doc 10 Motorola Contract No. 19 amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Customer Attn: Attn: fax: fax: 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ( "FCC ") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non - Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. Motorola .CSA. revision. 10.22.12.doc 11 Motorola Contract No. 20 The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. By: Name: Title: Date: By: Name: Title: Date: Customer Motorola .CSA. revision. 10.22.12.doc 12 Motorola Contract No. 21 Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ( "Agreement ") is between Motorola Solutions, Inc., ( "Motorola "), and Orange County NC ( "Licensee "). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre - loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non - transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Motorola .CSA. revision. 10.22.12.doc 13 Motorola Contract No. 22 Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ( "RSS "), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ( "Auditor ") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Motorola .CSA. revision. 10.22.12.doc 14 Motorola Contract No. 23 Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period "). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally - equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non - infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's Motorola .CSA. revision. 10.22.12.doc 15 Motorola Contract No. 24 FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non - embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software- Restricted Rights clause at FAR 52.227 -19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Motorola .CSA. revision. 10.22.12.doc 16 Motorola Contract No. 25 Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re- export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA ") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 55 6.35 75 85 95 105 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. Motorola .CSA. revision. 10.22.12.doc 17 Motorola Contract No. 26 Exhibit E System Acceptance Certificate Customer Name: Orange County NC Project Name: Console Upgrade This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: _ Print Name: Title: Date: Signature: _ Print Name: Title: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: _ Print Name: Title: Date: Signature: _ Print Name: Title: Date: Motorola .CSA. revision. 10.22.12.doc 18 Motorola Contract No.