HomeMy WebLinkAboutORD-2013-011 Ordinance approving Budget Amendment #8-B for the purchase/replacement of Public Safety Consoles 1
ORD-2013-011
ORANGE COUNTY
BOARD OF COMMISSIONERS
ACTION AGENDA ITEM ABSTRACT
Meeting Date: March 19, 2013
Action Agenda
Item No. 5-g
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)
2
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
CIR 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 3
SECTION?
PRICING
Motorola is pleased to provide the following equipment and services to Orange County,
North Carolina:
9 Position MCC 7500 Console with Engineering,Project Management, Optimization,
Training and Warranty $671,231 Sales Tax not included
11 position MCC 7500 Console with Engineering,Project Management,.Optimization,
Training and Warranty $770,088 Sales Tax not included
orange County,North Car olina
MCC 7600 Console System Use or disclosure of this proposal is subject
to the restrictions on the cover page,
motor-ola Solutions confidential Restricted Pricing 7-1
4
PRODUCT SPEC SHEET
MCC 7500 IP DISPATCH CONSOLE
ISM 113M
I
i
i
I!
—CONSTANIT COMMUNICATION 1 t
_ I
i
ASTR0025 MCC
7500 IP
DISPATCH CONSOLE
I
- i
Designed to ensure optimal-quality audio, to be tailored to bestmeetEach individual user's needs.
tellable communication arid ease of use
Designated folders organize resources for flexibility
for dispatchers~the MCC 75001P Dispatch In handling responsibilities from shift to shift and I
increased efficiency in responding to events and incidents.
Console operator positions connect directly
to the ASTRO 25 system for communication Trunked and conventional radio channels are customizable
with both trunked and.conventional radios, with various controls,such as patch status,frequency
select,coded/clear select and individual volume control,
and for all other dispatch activity: based on user preferences.PeKhannal controls can be fully
Integration of the MCC 7500 Console or partially shown,or hidden to save specs on the screen.
positions with the ASTRO Z5.system Busy dispatchers can respond to a missed call by simply
enables full participation in end-t0-end clicking on an entry in the Activity Log.The number of
calls and tali information displayed in the Activity Log
voice encryption for secure Communication, is customizable to suit the needs of the user's).
priority handling of emergency calls and
agency partitioning. Each console is Telephone resources are accessed and easily patched
centrally configured and managed from the with radio resources within the MCC 7500 Dispatch j
Consoles GUI,eliminating the cost of having additional
network manager,providing vital efficiency.. telephone equipmentat the dispatch position and
speeding communications between systems,
EASY TO USE,FLEXIBLE,AND
CUSTOMIZABLE USER INTERFACE The status of auxiliary inputs and outputs is conveniently
Featuring the Elite Graphical User Interface 1GUll,which
interpreted from the GUI with the use of familiar giaphica) !has been refined and proven through years of use icons,such as a doorsfiown open or closed:
in mission critical dispatch operations,the MCC 7500 KEY€NTERQPERABILITY FEATURES
Console eases migration and minimizes user training Agency Partitioning
requirements. Multiple agencies can share a system to gain
4
The intuitive and familiar GUI is based on Microsoft interoperability'and cost savings benefits,while still i
Windowe and uses easily recognized icons and aliases. maintaining control of their own channels,encryption i
The GUI's powerful customisation capabilities enable keys,consoleconfiguration and more.
the colors,sizes and locations of resources an the screens
i
itf
f
. 5
PRODUCT SPEC SHIEET
MCC7500IP O1sPATCH CONStu
Pdority.for Emergencies automatically distributed throughout the'system.This
Transmit Priority Levels provide an orderly and consistent centralized approach saves valuable time and effort
method for ensuring higher priority transmissions are able for system administrators and technicians.Aliases.
to takeover resources from lower priority transmissions. for Radio PTT 1Ds may be managed both locally and
centrally in the same system to provide agencies
Optimized Patch Functionality sharing an ASTRO 25 radio system with the flexibility to
MCC 7500 Console users can patch communications meet their alias management needs.
between trunked andlor conventional radios that are.
normally unable to communicate with each other. CONVENTIONAL GATEWAY
Patched radio users sea the 10 or alias of the other The Conventional Channel Gateway(CCGW)enables
patched radlo(s),as opposed to that of the console. both analog and digital channels to interface with
This minimizes.confusion and the need for the dispatcher MCC 7500.Consoles with no need for a separate
to intervene in the call.Patches are automatically re- hardware network and channel hanks.Conventional calls
established if interrupted so the MCC 7500 Console user are transported between the dispatch operator positions
can concentrate on continuing operations. and CCGWs on the same 1Pnetwork as trunked calls,
Enhanced Secure Operation A CCGW provides 2-wire14-wile analog ports for analog
Encryption and decryption services within each dispatch channels,V.24 ports for older ASTRO 25 conventional
operator position enable dispatchers to fully participate channels and IF connectivity for current architecture
in secure communications while keeping the sensitive, ASTRO 25 conventional channels.Enhanced digital
vital information completely encrypted between the control of consolettes can be achieved by using a j
dispatcher and the radio users. combination of analog and V24 ports.CCGWs are
Dispatchers can interface with agencies that have available in two capacities.The standard density CCGW
supports up to eight'port based"channels and up to
different encryption configurations without any manual sixteen"iP basted"channels for a total of twenty four
intervention or delay,Up to 60 calls using up to six channels,The high density CCGW supports up to sixteen
different algorithms and multiple secure keys can be "port based"channels and up to sixteen"IP based"
supported simultaneously. channels for a total of thirty two channels. f
i
To help reduce dispatcher stress and potential errors The 2-wire/4-wire analog ports support tone remote and 1
when managing encrypted audio situations,indicators ear and mouth(E&M)station control.The V24 ports and
and alerts are provided when the console mode does IF connections support digital station'control while a
not match that ofa.received call,as wall as when a combination of analog and V.24 ports support enhanced
patch or multi-select group is being set up between digital control of consolettes,The CCGW also supports I
a mix of clear and secure channels. simple analog,MDC 1200 analog,digital-only and
mixed-mode analog/digital channels,
MCC 7500 CONSOLE SOLUTION i
COMPONENTS AUXILIARY INPUT/OUTPUT SERVER
MCC 7500 Console Operator Position The auxiliary input/output server enables console
MCC 7500 Console.operator positions connect directly to operators to control and monitor external devicee,.such
the radio system's IF transport network without gateways as doors and fights,from the console user interface.
or interface boxes.Audio processing,encryption, Since the MCC 7500 Console does not rely on.centralized
and switching intelligence for dispatch is performed electronics,contact closures and input buffers required to
within each software-based operator position,without Interface to time devices are housed in Remote Terminal
additional centralized electronics.MCC 7500 Consoles Units(BTUs).These RTUs can be physically located close
function as integrated components of the total radio to where they are needed or at any console or radio
system,ambling frill participation in system level features frequency(119 site.The dispatch consoles and RTUs r
such as and-to-and encryption and agency partitioning. communicate with each other across the radio system's IF
Operator position ham consists of a monitor,personal transport network
computer,keyboard and mouse/trackball/touchscreen, ARCHIVING INTERFACE SERVER(AiS)
i
speakers,audio.accessories and aVoice Processor Module The AIS is a digital logging interface.,comprised of a
(VPM).The VPM allows analog devices to be connected personal computer and.a voice processor module(VPM).
to the digital console,The low-profile VPM can be rack Each AiS works with an IP-based logging recorder.Audio
mounted,furniture mounted or placed on the desktop. and call control information is sent across the IF network
The MCC 7500 Console does not require separate between the AIS and recorder.Highly configurable:the
configuration or performance management equipment. MCC 7500 Console logging solution includes:
The console system is configured and managed by the - Recorded audio quality equivalent to audio heard at 1
radio system's configuration manager,fault manager console position
and performance reporting applications to provide
the customer with a single point for configuring Information associated with radio calls recorded in
and managing the entire radio,system.Changes are addition to the call audio.
f
6
PRODUCT SPEC SHEET
}
MCC 7500 IF DISPATCH CONSOLE
i
•, Dispatcher-and radio-ihitiated events on radio channels ✓>iONSOLE TELEPHONY MEDIA GATEWAYS
(such as Changing the frequency,sending all alarm{ Media gateways are used to provide dispatchers with
are recorded, access to analog POTS and/or T1/E1. phone lines directly
• Recorder capacity based on the number of radio from their MCC 7500 Console positions.The Session
transmissions needed to record simultaneously, Initiation Protocol(SIP)is used to communicate with
not on the.number of Channels it may record. the media gateways across the console IP network.A
rich setof telephony features is supported by the media
• Agency partitioning,enhancing control over which gateways,enabling dispatchers to do their jobs more
resources are recorded.by what agency or department. effectively and efficiently. I
• Security and fault management centralized at the
radio systems network manager.
SPECIFICATIONS
System Compatibility ASTROe25System and PramknOre 7 CAD Application
VocodarAlgorithms supported AMBF FMB AMR 0.728,0-711
Encryption Algorithms supported AES(256 bid;DES-OF13,DVi-X4 ADP(Advanced Digital Privacy),DES-XL,DVP XL
Monitorregriirements
VJidr Mouse or Trackball 17'minimum,20'recommended
Touchscreen 20"minimum
Voice Processor Module(WMj
connections Connector type Device.
RJ45 One desktop microphone,eight desktop speakers,one local logging
recorder,one radio instant recall tecordec one console telephony instant
recall recnrdec one exWtrail telephone set,onaaxtemal paging encoder,
f' one footswitdr
OB15 Two headset lacks connectors
VPM mounting options EIA19"rack mount console furniture mount Desktop—supports monitor up to 80 @s
VPM audio inputs andoutputs 600 Ohm,balanced and transformer coupled(exceptfor microphone which is 2000 Ohm,balanced,and does not
use a transformed, i
Speaker Mounting Options Desktop,furniture mount at mil mount(Wth bracket aecessoryy �
Dispatch Console Cable Lengths VPM to Speakercable 1OA fest(3.05meters)standard
VPM to f4eadset,lact cable 6'eet(t.6 meters)standard
Headset Jack Extension cable 6 feat{l.8 meters)standard
VPM in Microphone cable 10 feet(3,05 meters)standard
VPM toFootstviitchcable 1D feet(3.05 mews)standard
Supported Console Site Fracti onalTIJEI,Single Tl/E1,Multiple TI/El s i
❑nktypas fledundantand non-radandaii6ersions IF site links i
MCC 750D Dispatch Up to 60 simultaneous audio sessions per operator position
Console Capacities up to 6D simultaneous encryption/decryption sessiphs per secure capable operator position
Up to Multf-Select groups per operator position(is�ith up to 20 members par Multi-Select group)
Up to 1 6 Patch groups per operator position(with up to 20 members per Patch group) t
Up to 160 resources per pperator position I
r
Conventional Channel Gateway Rack mountable,I rack unit high
Tt.Ri,UK,T4R4,TBRII.T12R12,T14814 c panne!
Simple analog,MDC 1200 analog,pare dfgK mixed mods(analog/digital)channels,consolettes
Standard dens(tyXWs provide interfaces for up to four anatog-conventional channels
High density CCGWs prptrlde interfaces for up to eight analog conventional channels
Each analog conventinalchantiai interface contains the following inputs and outputs
500 Dhm balanced analog audio input-To accept radio audle from the channel.Can be oonfigured to support
AGC,DLM,or no inputconditio ring.
600 Ohm,balanced analog audio output-To send console transmit audio to the channel
500 Ohm,balanced analog audio output"To send console transmit and radio rare"hvs audio to a logging recorder
I Amp,24VDC relay output-,for relay kaying ofthe channel 1
input buffer-To datectCarier Operated Relay(COFQ closure in the channel i
•Inputboffer-To detect.LineOperatedBusylight(LOBL)closurein the ehan el
input buffer-To detect Coded/Claarelosure on an Advanced Securenetchannei
StandarddeositirCCGws provide Interffacesformp to four V24 based ASTRD 25 conventional channels
High density CCGws provide interfaces for up to eightV,24 based.ASTRO 25cornentional channels
V24 to station or comparator,NDAjgitai interface Unit(DID)required.
Standard density CCGwa can support up lo24 conventional channels simultaneously(four anatog+four V24
based ASTRO25conventional+sixtean IF hated ASTRO 25 conventional)
High density CCGW4 can support upto 32 coriventiorial channels simultaneously(eightanalog+eight V24 based
ASTRD 25 conventional+sixteen IF based ASTRO25corwaritionaq
i
7
PRODUCT SPEC SHEET
MCC 7500 IP DISPATCH CONSOLE
SPECIFICATIONS
Auxiliary Input/output A simplified,user-friendly version of the MOSCADSOM 3000 BTU is used to supportmostAux 1/0 needs,
Server Hardware the outputrelays are capable of switching 1A4024VDCor 1A @ 24VAG,Input buffers are capable of sansing adry
closure through 1000 feet or less(romhd trip)of 24 AWG Vita.The BTU provides single pole form A relayoutputs.
,(Double pole,lbut E orTurn C relays must he implemented usingextemalrelays which are controlled by the BTU relays)
Auxiliary Input/output Capacities Number of Output Relays Number of input Buffers
Single SOM 3000 RTU 16 48
Single SDM 3008 BTU 32 95
with 1 expansion chassis
Single SDF4 3000 BTU 43 144
with expansion chassis
Auxiliary input/output Mounting Each SUM 3000 BTU and each SUM 3000 BTU Expansion Chassis is rack rrrpdntable in a standard 19 inch rack and
is one rack unit high.
Console Telephony Media Cateway The POTSversion gateway supports up to eight analog POTS lines,The EiM version gateway supports up to two El or
two TI connections.Each gateway is rack mountable in a standard 19 inch rack and is 1 rack unit high,
SIZEANO WEIGHT
Device Height Width Depth Weight
VPM 1.75 in 144.5 mm) 16,9 in(43D mm) 123 in(312 mm) 3.616§(1.6 kg)
Speaker 4.9 in(124 mm) 4 in(102 mm) Without bracket: 0.7lbs(03 kg)
3,5 in(89 mgr)
With bracket
5.8 in(148 mrW
Headset Jack 1.611(41 mm) 5 in(127 mm) 6 in 1152 mm) 1,216§(05 kg)
Microphone Gooseneck at 9n
4.5 in(I14 nun) 4.8 in(121 mm) 6:6 in(1 s8 mm) 2-4 ibs(1.1 kg) ff
tiooseneck at 180': 1
i
21.8 in 02 mini
POWER AND CONSUMPTION THERMAL I
Device Power Input Thermal output
VPM 0.4 Amps at 120VAC 1718i1JsApur
0.2 Ampsat240VAC
i
Speaker Add(105 Amps persp'eaker Add 15 BTUs/hourpar speaker
to VPM Omer Input at 120VAC to VPM thermal output !
10.025Amps at 240VAC)
HeadsetJack&Microphone negligible negligible l
i
CERTIFICATIONS
The various hardware elements of tlx:Motorola MCC 75001P Dispatch Console product line ara certified to meet
the requirements for GSAandCE. 1{i
Safety CSA 6095.0-1-U3
EN609W-12001
EPAC Emissions&Immunity FCC part 15 Class A
ICEM
EN5592Z 1998+A1:2001+A220D3(CISPR 22 Class A)
EN55024+A1:2001 tA2:2003
EW090-3-2 2000
ENBI DDD-3-31895+A1:2001
F
Energy Efficiency international Energy Efficlency level V
(PVM power supply only]
Motorola Solutions,Inc.13011—Algonquin Road,Schaumburg,Illinois 60195 U.S:A.matorota.com/dfspatch
MOTOROLA,MOTO,MOTOROLA SOLUTIONS and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings,ILC and are
used under license.WerosofYarid Windows are registered trademarks of Microsoft Corporation in the United States and other countries.All other trademarks {
are the property of their respective owners.02012 Motorola Solutions,Inc.All rights reserved.83-13-2013G
M070MOCA
i
r
Attachment 2 8
�g
North Carolina 911 Board
George Bakolia,Chair Dave Corn,Vice Chair
February 12, 2013
Craig Blackwood, Capt.
Data Manager
Orange Co. Emergency Services
PO BOX 8181
Hillsborough, NC 27278-8181
Dear Capt. Blackwood,
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 foe 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,
Marsha Tapler `J
Financial Analyst
www.nc911.nc.,-ov 91l
P.O.Box 17209•Raleigh,North Carolina 27619-7209
Tel:(919)754-6344•Fax:(919)981-2548•marsha.taplernnc.gov Board
An Equal Opportunity/Affirmative Action Employer
Attachment 3 g
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 1
Motorola Contract No.
10
2.8. "ForcnMajeme means an event, circumstance, oract ofathird party that is beyond a Party
reasonable control (e.g, an act of God, anact 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 C|e|m" 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-yWotoro|a Software"means Software that another party owns.
2.12. "Open Source Software"(also called"freewane^or"sharewune") means software with either freely
obtainable source code, license for modification,or permission for free distribution.
2.13. "Proprietary Rights" the nto patent applications, inventions, trade secrets,
toadmmsdm, trade namea, mask wndos, know-how, and other intellectual property rights in and to the
Equipment and Software, including those created or produced by Motorola urider 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'K8o1oro|aGnftwan*, in object code format that
is furnished with the System nrEquipment.
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.
2.10. 'Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use,
whichever occurs first.
Section SCOPE OF AGREEMENT AND TERM
3.1. SCOPE OF WORK. Motorola will provide, install and test the Gystem, 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. |fo requested change causes on increase or decrease in the cost ortime required to
perform this Agneumart, the parUao will agree to an equitable adjustment of the Contract Phma,
Performance Schedule, or both, and will reflect the adjustment in aohange order. Nabbe, 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 by
mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues
until the date cf Final Project Acceptance or expiration nf the Warranty Period,whichever occurs last.
3.4. ADDITIONAL EQUIPMENT DR 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 orcontrary
motumla.CSA.nevismm.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 3
Motorola Contract No.
12
payment terma, maintenance and support provisions, additions to or modifications of the Bnfk^mra
License Agreement, hosting terms,and modifications to the acceptance and warranty provisions.
Section PERFORMANCE SCHEDULE
The Parties will padbnn their respective responsibilities in accordance with the Performance Schedule.
By executing this Agreement, Customer authorizes Motorola to proceed with contract performance.
Section CONTRACT PRICE, PAYMENT AND INVOICING
51 CONTRACT PRICE. The If
applicable, up//ux/U summary is included with the Payment Schedule. Motorola has priced the services,
Software, and Equipment aaanintegrated system. /\ 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 &4okoru|o within twenty (20) days after the dote of each invoice. Customer will make
payments when due in the form of awina tnanafer, check, or oaah|e/a check from a U.G. financial
institution. Overdue invoices will bear simple interest a1the maximum allowable rate. For reference, the
Federal Tax Identification Number for Motorola Solutions, Inc.io36'111580U.
E3. FRE|GHT, T[TLE, AND RISK OF LOSS. Motorola will pay and odd all freight charges bothe
invoices. Title huthe Equipment will pass to Customer upon shipment. Title to Software will not pass tm
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 8o the Customer cd the following
address:
The address which is the ultimate destination where the Equipment will be delivered to Customer is:
`
The ipment will be shipped to the Customer edthe following address (insert if this information is
Customer may change this information by giving written notice toMotorola.
Section SITES AND SITE CONDITIONS
6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agn*ement.
Customer will provide a designated project manager; all necessary construction and building permits,
zoning variances, |iuenoeo, 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 b Motorola.so that it may perform its duties in
accordance with the Performance Schedule and Statement of VVod«. If the Statement of VVod« 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 VVodx atab*a to the oon1naR\ Customer will ensure that these work abea have adequate:
physical space; air conditioning and other environmental conditions; adequate and appropriate electrical
mmvmla.CSx.nevismn.10.22.12.uoc 4
Motorola ContraoNo._________
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.1 0.22.12.doc 5
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 oontvo|,
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(8) months after shipment of the Equipment by events or causes within
Customers control,this warranty expires eighteen(18) months after the shipment mf 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 nov i 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 C)NAN ACT OF ACCEPTANCE BY THE END
UF�ER, THEN THAT AGREEMENT SUPERCE[)E8 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 too |yvithm||app|ioab|einduaLryand
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 heir own separate limited warranty) or conaumables; (v) freight costs to ship
Equipment to the repair depot; (vi) heoor other cosmetic damage 10 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 KVnhnoo|a 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 cunfinne 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 ia 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 orreplaced
product is warranted for the balance of the original applicable warranty period. All replaced products or
parts will become the property ofMotorola.
9.6. ORIGINAL END USER |8 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 ortransferable.
8.7. 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 COND|T|DNG, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR/\PARTICULAR PURPOSE.
Section 10 DELAYS
mcmomla.oaxnevmun.10.22.12.ovn e
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 8
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 9
Motorola Contract No.
18
does not grant to Customer, either directly or by implication, estoppel, m otherwise, any right, title or
interest in Motorola's Proprietary Rights. Customer will not modify, disaesomb|e, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, dorkn* source onda or create
derivative works from, adap1, translate, mergnwbh other software, reproduce, distribute, mub|iueoae, sell
or export the Software,or permit or encourage any third party Vodoso. The preceding sentence does not
app|ybmOpenGounce.GoMvvarewhichisgovemnedbythostandand|icensmnfiheoopyhgh1mmmer.
Section 16 GENERAL
16.1. TAXES. The Contract Price does not include any excise, oa|ea. |eeae, uae, property, or other
taxes, assessments or duties, all of which will be paid byCustomer 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 1mwniy (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, o/
transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign
this uf its affiliates or its right ivo payment without the
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 ofthe right or power. For waiver of a right or power to be effective, it must be in a
writing signed by the waiving Party. An effective waiver ofa right nr power will not bm construed ameither
a future or continuing waiver of that same right or power,or the waiver of any other right or power.
16.4. SEVERAB|L[TY. kn 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 aaan
independent contractor. The Parties and their personnel will not be considered to be employees or
agents nf the other Party. Nothing in this Agreement will beinterpreted 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 Exhibito, constitutes the entire ognyernont
of the Parties regarding the subject matter of the Agreement and supersedes all previous agnaementa,
proposals, and understandings, whether written or oral, relating b7this subject matter. This Agreement
maybe executed in multiple counterparts, each of which shall be an original and all of which shall
constitute one and the oema instrument. A facsimile copy or computer image, such as a PDF or tiff
image, of e signature shall ba treated as and shall have the same effect as an original signature. In
addition, atme and correct facsimile copy orcomputer image ufthis Agreement shall be treated as and
shall have the same effect as an original signed copy of this document. This Agreement may be
wotomla.C8A.npisiun.10.22.12.duo 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. Customer
By: By:
Name: Name:
Title: Title:
Date: Date:
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.
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 Source Sofware, the terms and conditions of the license grant of
the applicable Open Source Software Licenses will take precedence over the license gnon|o in this
Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine
whether any Open Source Sofkmona is provided under this Agreement; (ii) identify the [)pen 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 LIMITATIONS ON USE
4.1. Uoenoaa may use the Software only for Licensee's internal business purposes and only in
accordance with the Documentation. Any other use cf the Software io strictly prohibited. Without limiting
the general no1uno of these nestriu1ions. Licensee will not make the Software available for use by third
parties on a ^Umw sharing," "application service provider," or "service bureau" basis or for any other
similar commercial rental or sharing arrangement.
4.2. Lkm/naea will not, and will not a|/ow or enable any third party 0o: (i) reverse anginaer,
disassemble, peel components, clecompile, reprogram or otherwise reduce the Software or any portion to
u human perceptible form or otherwise attempt to naoneabe the source code; (ii) modify, adapt, create
derivative works of, or merge the Software; (iii) oopy, reproduce, distribute, /end, nr lease the Software nr
Dnoumentation0manythirdpaUy, grantonysub|icanomnrnthorhghtointheSpfwaneorDouumentation
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 after or obscure, any copyright notice or other notice of
Motorola's proprietary rights; (v) provide, oopy, transmit, disc|osw, 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 an oxpoaoa(y authorized by this Agreement; or (vi) uun, or permit the use of` the Software in a
manner that would result in the production of a copy of the 8oMvvane solely by activating a machine
containing the Software. Licensee may make one copy ofSoftware 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 urallow
any hind (i) install a licensed copy of the Software
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 (^R33"). Licensee must purchase o separate
license for each location a1 which Licensee uses RSS. Licensee's use ofRG8cta licensed location does
not entitle Licensee to use or access RS8 remotely. Licensee may make one copy of R8G for each
licensed location. Licensee shall provide Motorola with a list ufall locations at which Licensee uses or
intends to use R8@ upon Motorola's request.
4.5. Licensee will maintain,during the term of this Agreement and for a period cf two years thereafter,
accurate records relating to this license grant to verify compliance with this Agreement. K4ntonu!a 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
wommla.cSA.mnxsinn.10.22.12.dpn 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.
'
FLASHport@)software) which is embedded inorfurnished 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 tobo bound by this Agreement.
Section TERM AND TERMINATION
8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement
io signed b both parties andviUoondnuefortheUfauftheDaeignatedPnnductavWthwhi*horfmrwhioh
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 bm terminated immediately upon notice byMotorola.
8.2 Within thirty (30) days after termination of this Agnuoment. 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 n*Uunnnd 10 K8o8»no|a or destroyed by
Licensee and are nm longer in use byLicensee.
8.3 Licensee acknowledges that K4ok/nm|a mode a considerable' investment of resources in the
deve|opment, marketing, and distribution of the Software and Documentation and that Licensee's breach
of this Agreement will naaud in irreparable harm to Motorola for which monetary damages would be
inadequate. If Licensee bvnouheo 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 1s the United States Government ora United States Government agency.
Licensee's use, duplication ordisdouunaoftheSofbmuvuandDocumentm1ionundorK8otono|a'ecopyrigh1s
or trade aeomd 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 tothe Department of Defense. If the Software and Documentation are
being provided to the Department of Defense, Licensee's uoa, dup!ication, or disclosure of the 8oMvvavm
and Documentation is subject tothe restricted rights set forth in subparagraph (o)(1)(ii) of the Rights in
Technical Data and Computer 8ofwerec|ouamatDFARG252.227c7O13 (OCT1088), ifopp|ioab|e. 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 bmthe Licensee under the provisions of the FAR or DFARS
mentioned above, os applicable to the particular procuring agency and procurement transaction.
Section 10 CONFIDENTIALITY
Licensee acknowledges the Software and Documentation contain Motorola's valuable proprietary
and Confidential Information and are Motorola's trade secrets, and that the provisions |nthe Primary
Agreement concerning Confidential Information apply.
Section 11 LIMITATION OFLIABILITY
The Limitation of Liability provision |o described in the Primary Agreement.
Section 12 NOTICES
Notices are described in the Primary Agreement.
mvtomm.o8*nevismm.1022.12.doo 16
Motorola Contract Nv.____�____
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 kama and regulations,
including export laws and regulations of the United States. Licensee will nnt, without the prior
authorization of Motorola and the appropriate governmental authority of the United States, in any form
export or re-export, oeA| or voseU, ship or reship, or divert, through director indirect means, any item or
technical data or direct or indirect products sold or otherwise fumiuhed 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 iva material breach of this Agreement.
13.8. 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 ofLicensee.
13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent
that they apply and otherwise he internal substantive laws of the State to which the Software is
shipped if Licensee is aaovenoign government enthy, or the internal substantive laws of the State of
Illinois if Licensee ia not a sovereign government entity. The terms Vf the U.N. Convention onContracts
for the International Sale of Goods du not apply. In the event that the Uniform Computer |nhznnodon
Transaction Act, any version of this Aot, or a substantially similar law (collectively "UC|TA") becomes
applicable to aparty's performance under this Agreement, UCRAdoea not gmmm any aspect of this
Agreement or any license granted under this Agreement, or any ofthe parties' rights or obligations under
this Agreement. The governing law will be that in effect prior to the applicability nfUC|TA.
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 n third party is deemed a beneficiary ofthis 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 mf this Agreement.
13.6. SURVIVAL. Sections 4^ 5. G.O. 7.8,9. 10' 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 pacbma agree that this Exhibit pnevais, only with respect to the specific subject
matter ofthis 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 bo free from Security Vulnerabilities, ifa Security Vulnerability ia discovered, Motorola will
take the steps set forth in Section Gof this Agreement.
mnmm|a.ce*.rewsinn.10.22.12doo 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: Signature:
Print Name: Print Name:
Title: Title:
Date: 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: Signature:
Print Name: Print Name:
Title: Title:
Date: Date:
Motorola.CSA.revision.10.22.12.doc 18
Motorola Contract No.