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HomeMy WebLinkAboutAgenda - 11-13-2018 6-b - Approval of Motorola Solutions Subscription Services Agreement for Digital Evidence Management ORANGE COUNTY BOARD OF COMMISSIONERS ACTION AGENDA ITEM ABSTRACT Meeting Date: November 13, 2018 Action Agenda Item No. 6-b SUBJECT: Approval of Motorola Solutions Subscription Services Agreement for Digital Evidence Management DEPARTMENT: Sheriff’s Office ATTACHMENT(S): Motorola Solutions Orange County Sheriff’s Office Digital Evidence Management Solutions Proposal Dated June 29, 2018 INFORMATION CONTACT: Sheriff Charles S. Blackwood, 919.245.2900 Jennifer Galassi, Legal Advisor to the Sheriff, 919.245.2952 PURPOSE: To approve the Motorola Solutions Agreement for Digital Evidence Management. BACKGROUND: At the request of the Orange County Board of Commissioners (BOCC), Sheriff Charles Blackwood met with various vendors of body-worn cameras (BWC). After vetting and testing the top four BWC models of interest, the Sheriff’s Office determined that services and products offered by Motorola Solutions are best suited for use by Deputies. At the February 6, 2018 BOCC meeting, representatives from Mobile Communications America presented information to the Board on Motorola’s Digital Evidence Management Solutions (DEMS). North Carolina General Statutes § 143-129 subjects purchases of “apparatus, supplies, materials, or equipment requiring an estimated expenditure of public money in an amount equal to or more than ninety thousand dollars ($90,000)” to competitive bidding requirements unless an exception exists. Among those exceptions are purchases made through a competitive bidding group purchasing program, which is a formally organized program that offers competitively obtained purchasing services at discount prices to two or more public agencies. (See North Carolina General Statutes § 143-129(e)(3)). The Houston-Galveston Area Council awarded a contract to Motorola Solutions, Inc. (Contract ID 17724) by virtue of a public competitive procurement process that is compliant with the North Carolina statutory requirements. Therefore, the present Agreement is exempted from the requirements of Chapter 143, Article 8. As a result of the February 2018 presentation, Deputy County Manager Travis Myren worked with Sheriff Charles Blackwood and Director of Emergency Management Dinah Jeffries to appropriate funds for radio improvements to cover the cost in full for the DEMS purchase. At this time, the necessary purchase orders have been issued and, pending Board approval of the Agreement, Motorola Solutions will begin implementing the Digital Evidence Management 1 system. The Agreement has been reviewed by the Legal Advisor to the Sheriff as well as the County Attorney’s Office. FINANCIAL IMPACT: Funds have been appropriated to cover the total cost of the Agreement ($281,058.51), which includes five-years of digital evidence storage. SOCIAL JUSTICE IMPACT: The following Orange County Social Justice Goals are applicable to this item: • GOAL: FOSTER A COMMUNITY CULTURE THAT REJECTS OPPRESSION AND INEQUITY The fair treatment and meaningful involvement of all people regardless of race or color; religious or philosophical beliefs; sex, gender or sexual orientation; national origin or ethnic background; age; military service; disability; and familial residential or economic status. • GOAL: CREATE A SAFE COMMUNITY The reduction of risks from vehicle/traffic accidents, childhood and senior injuries, gang activity, substance abuse and domestic violence. RECOMMENDATION(S): The Manager recommends that the Board approve the Motorola Solutions Subscription Services Agreement for Digital Evidence Management, subject to final review by the County Attorney. 2 QUOTE-148697 Orange County Sheriff's Office Orange County SO DEMS Proposal 06/29/2018 The design, technical, pricing, and other information (“Information”) furnished with this submission is confidential proprietary information of Motorola Solutions, Inc. (“Motorola”) and is submitted with the restriction that itis to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Informationwithout the express written permission of Motorola.MOTOROLA,, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are theproperty of their respective owners. © 2016 Motorola Solutions, Inc. All rights reserved. 3 06/29/2018 Orange County Sheriff's Office 106 E. Margaret Lake Hillsborough, NC 27278 RE: Motorola Quote for Orange County SO DEMS Proposal Dear Sheriff Charles Blackwood, Motorola Solutions, Inc. is pleased to present Orange County Sheriff's Office with this quote for quality communications equipment and services. The development of this quote provided us the opportunity to evaluate your requirements and propose a solution to best fulfill your communications needs. This information is provided to assist you in your evaluation process. Our goal is to provide Orange County Sheriff's Office with the best products and services available in the communications industry. Please direct any questions to Scott Hurt at Scott.Hurt@motorolasolutions.com. We thank you for the opportunity to provide you with premier communications and look forward to your review and feedback regarding this quote. Sincerely, Scott Hurt Senior Account Executive Motorola Solutions, Inc. QUOTE-1486974 Billing Address: ORANGE COUNTY 106 E. Margaret Lake Hillsborough, NC 27278 US Customer: Orange County Sheriff's Office Sheriff Charles Blackwood websheriff@orangecountync.gov (919)245-2900 Quote Date:06/29/2018 Expiration Date:09/27/2018 Quote Created By: Scott Hurt Senior Account Executive Scott.Hurt@ motorolasolutions.com Line #Item Number Description Qty Term List Price Sale Price Ext. Sale Price Digital Evidence Management Solution 1 N7001A SI500 VIDEO CAMERA SPEAKER MICROPHONE 75 included included included 1a QA06899AB ADD: HIGH CAP IMPRES BATTERY LIION 3750T 75 $50.00 $71.25 $5,343.75 1b QA07493AA ADD: HOLSTER WITH CENTER CHEST MOUNT 75 $20.00 $19.88 $1,491.00 1c QA06312AC ADD: GCAI CABLE WITH DEAD BAT FUNCTION 75 $58.00 $51.00 $3,825.00 2 SSV00S00339A DIGITAL EVIDENCE MGMT SOLN 5YR SERVICE CHARGE* 75 5 YEARS $799.00 $0.00 $0.00 3 SSV00S00665A INFRASTRUCTURE, SERVICES, DIGITAL EVIDENCE MANAGEMENT SYSTEM SUBSCRIPTION* 75 5 YEARS $4,100.00 $3,075.00 $230,625.00 4 SSV00S00329A CC VAULT STORE*75 5 YEARS included included included QUOTE-148697Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 3 5 Line #Item Number Description Qty Term List Price Sale Price Ext. Sale Price 5 SSV00S00330A CC VAULT MANAGE*75 5 YEARS included included included 6 SSV00S00331A CC VAULT JUDICIAL*75 5 YEARS included included included 7 SSV00S00333A STANDARD VAULT STORAGE (INCLUDED WITH VAULT SUBSCRIPTION)* 75 5 YEARS included included included 8 SSV00S00666A SOFTWARE MAINTENANCE*75 5 YEARS included included included 9 LSV00S00806A ESSENTIAL W ACCIDENT DAMAGE 75 5 YEARS included included included 10 SI128AJ ENGINEERING SI- DIGITAL EVIDENCE MGMT SOLN INTEGRATION 1 $32,393.33 $11,393.33 $11,393.33 11 SI208AJ PM SI - DIGITAL EVIDENCE MGMT SOLN INTEGRATION 1 $21,601.66 $3,727.27 $3,727.27 12 PSV00S01189A COMMANDCENTRA L VAULT OPERATIONAL INTEGRATION 1 $11,550.00 $0.00 $0.00 13 SI286AJ TRAINING-DIGITAL EVIDENCE MGMT SOLN 1 $13,354.55 $5,886.16 $5,886.16 14 PMPN4169A CHGR VEHICULAR ADAPTER VPA 75 $65.00 $48.75 $3,656.25 15 NNTN8929A SI SERIES TETHERED POCKET ADAPTER MUC 24 $13.00 $30.00 $720.00 16 PMLN7700A ACCESSORY KIT,MOUNTING KIT, HOLSTER WITH PETER JONES CLIP 25 $25.00 $20.63 $515.75 QUOTE-148697Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 4 6 Line #Item Number Description Qty Term List Price Sale Price Ext. Sale Price 17 PMNN4530A BATT IMPRES 2 LIION 3750T 75 $95.00 $71.25 $5,343.75 18 NNTN8897A CHGR DESKTOP MULTI UNIT IMPRES 2 1 DISPLAY EXT PS US 4 $1,100.00 $825.00 $3,300.00 19 PMPN4119A CHARGER,CHGR VEHICULAR ADAPTER EXT USB 75 $23.00 $17.25 $1,293.75 20 PMLN7412B AUDIO EARPIECE,RECEIVE ONLY WITH COILCORD,LONG 75 $64.00 $48.00 $3,600.00 21 WALN4307A PETER JONES SCREW MOUNT 25 $18.00 $13.50 $337.50 Grand Total $281,058.51 QUOTE-148697Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 5 DEMS 5 Year Subscription Service includes the following: Notes: ACCESSORY- *Si500 Device Refresh - At month 30 of the contract new Si500 replacement devices will be issued out to the fleet *DEMS 5 Year Contract includes Service From the Start Comprehensive Warranty which is detailed on page 21 in the "Service from the Start with Comprehensive Coverage for Si500" section. 7 Notes: ●*At the time of order, Vault admin name and email will need to be provided. ●This quote contains items with approved price exceptions applied against it. Please note that this Motorola Solutions Digital Evidence Management quote does not include any feature(s) that may be needed on the APX radio to make the solution work. APX radio requirements are as follows: ●APX radio software version R15.10.00 or greater ●GPS for inclusion of location in video metadata ●Bluetooth for wireless connectivity between Si device and APX Radios purchased after July 9, 2012 include Bluetooth HW and can be upgraded with Bluetooth software. Radios purchased before July 9, 2012 need Bluetooth hardware and software added. To check if a radio has BT hardware press the purple button 5 times (test mode), look for “option board”. If “option board” is present the radio can be upgraded with Bluetooth software. Radios purchased after February 9, 2015 include Bluetooth hardware and software. There is nothing additional to add. QUOTE-148697Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 6 8 DIGITAL EVIDENCE MANAGEMENT PROPOSAL Motorola Solutions Digital Evidence Management Solution combines a body-worn video speaker microphone (VSM) and/or an in-car video camera with advanced cloud-based content management. It is designed for law enforcement agencies to simplify workflows from the moment of capture, to review, management and sharing of all forms of digital evidence. Officers save time with seamless uploading of video from the Si500 VSM and/or the Sr600 in-car camera to CommandCentral Vault which auto-correlates the metadata with existing CAD and RMS, minimizing administrative overhead and increasing actionable intelligence. This unified solution enables officers to automatically tag their ID, date, time and location to audio/video files enabling fast access to the most relevant data for enhanced situational awareness and investigations. COMMANDCENTRAL VAULT CommandCentral Vault is a cloud-based content management solution that can securely store, review, manage and share all forms of digital evidence. It provides a single place to aggregate evidence from multiple sources such as fixed video, social media, body worn cameras (such as the Si500), in-car cameras (such as the Sr600), audio notes and other multimedia sources. Supporting both automatic and manual uploads combined with end-to-end streamlined content management enables agencies to simplify workflows and the overhead of dealing with increasing amounts of content. CommandCentral Vault is fully integrated with Motorola Solutions’ Si500 VSM as well as the Sr600 in-car camera. It also supports other sources of body worn camera video evidence. Simplified Storage Multimedia captured from both the Si500 and Sr600 is seamlessly transferred into CommandCentral Vault via secure Wi- Fi network connection. Multimedia stored in CommandCentral Vault is automatically tagged and grouped with associated files from CAD and records systems to reduce manual administrative workload on staff. CJIS Capable Security CommandCentral Vault utilizes Amazon AWS as the cloud service provider partner. AWS complies with the FBI's Criminal Justice Information Services (CJIS) standard. The CommandCentral Vault content repository is built on Adobe AEM which has received Federal Risk and Authorization Management Program (FedRAMP) Certification. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 7 9 FedRAMP is a government-wide program that provides a standardized approach to security assessment, authorization, and continuous monitoring for cloud products and services. FedRAMP is mandatory for Federal Agency cloud deployments and service models at the low and moderate risk impact levels. Numerous government agencies and other entities that provide systems integration and other products and services to governmental agencies are using this same wide-range of AWS FedRAMP services that are incorporated into our CommandCentral Vault evidence manager. Motorola Solutions and AWS recognize that when one places data in the cloud it puts an absolute priority on timely and secure access to information, wherever and whenever it is needed. To meet these needs, the CommandCentral VAULT cloud infrastructure has been architected to be one of the most flexible and secure cloud computing environments available for storing criminal justice information allowing easy and secure access from within your IT infrastructure. Our architecture provides an extremely scalable, highly reliable platform enabling you to deploy CommandCentral Vault quickly and securely in support of a wide variety of security and regulatory requirements, including Criminal Justice Information Services (CJIS) workflows according to the CJIS Security Policy (CJISD-ITS-DOC-08140-5.4). Motorola Solutions complies with the FBI's Criminal Justice Information Services (CJIS) standard. Motorola Solutions along with our partner Amazon Web Services, will sign the CJIS security agreements (CJISD- ITS- DOC-08140-5.4), including allowing or performing any required employee background checks according to the CJIS Security Policy. We will continually support any changes to The Security Addendum requirements as we assume there may be future security requirement changes. CommandCentral Vault Key Features CJIS-capable via AWS GovCloud. Automated redaction, eliminating tedious frame-by-frame process. Dynamic watermarking to prevent unauthorized screen capturing and sharing. Secure chain of custody with cryptographically signed content, preventing manipulation. Role-based access. Advanced end-to-end content management: capture, review, manage, share. CommandCentral Vault - Store Module The CommandCentral Store module is the baseline package provided by CommandCentral Vault and is offered on a per user license basis. It provides licensed users the ability to seamlessly upload content from multiple sources, including body-worn devices via secure WiFi. Cloud storage that meets CJIS standards is included as well as the ability to perform the following actions on stored content: Annotate images and video to provide additional context during review. Automatic association of stored content with CAD/RMS data to group related case files and provide faster search for case related content. Review content and associated metadata with geospatial mapping playback. Chain of custody controls to preserve and verify original content. Mark content to adhere to retention policies. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 8 10 CommandCentral Vault - Manage Module With the Manage module your agency can select to enhance content management capabilities. With the Manage module your entire agency (per user licensing does not apply) is provided all the capabilities with the baseline Store module, including: Agency-wide content search for permitted users. Enhanced review functionality with playback speed controls. Additional administrative content restriction controls. Automated redaction based on facial and/or object recognition. CommandCentral Vault - Judicial Module (if applicable) With the Judicial module your agency can rapidly share evidence and other content with legal personnel reducing administrative overhead and delays. With the Judicial module your entire agency (per user licensing does not apply) is provided all the capabilities of the Store and Manage modules, including: Creating video clips to provide specific evidence related to a judicial request. Restricted distribution to ensure only permitted individual have access to necessary content. Secure links to requested content to maintain chain of custody. CommandCentral Vault supports an automated redaction capability to facilitate the processing of digital evidence prior to release pursuant to a public information request. Utilizing “object tracking” technology, a FOIA/FOIL compliance officer can easily obscure the identity of juveniles, domestic battery and sexual battery or undercover police officers that are included in the initial evidence capture. CommandCentral Vault ensures end–to–end security of stored content. Original content is never edited to reduce challenges to the chain of custody. Full auditing allows your agency to track all activity on content from the moment it’s stored and classified. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 9 11 STATEMENT OF WORK 1.1 OVERVIEW This Statement of Work (SOW) describes the deliverables to be furnished to the Customer. The tasks described herein will be performed by Motorola Solutions, its subcontractors, and the Customer to implement the solution described in the Description of the scope of work in the SOW. It describes the actual work involved in installation, identifies the installation standards to be followed, and clarifies the responsibilities for both Motorola Solutions and Customer during the project implementation. Specifically, this SOW provides: A summary of the phases and tasks to be completed within the project lifecycle. A list of the deliverables associated with the project. A description of the responsibilities for both Motorola Solutions and Customer. The qualifications and assumptions taken into consideration during the development of this project. This SOW provides the most current understanding of the work required by both parties to ensure a successful project implementation. In particular, Motorola Solutions has made assumptions to be used for the new solution. Should any of the assumptions change, a revision to the SOW and associated pricing will be required. It is understood that this SOW is a working document, and that it will be revised as needed to incorporate any changes associated with contract negotiations, Contract Design Review (CDR), and any other change orders that may occur during the execution of the project. Description of the scope of work that is included in SOW: Deployment of Si500 and/or Sr600 devices CommandCentral Vault Store and Manage Configuration CommandCentral Vault Judicial Configuration Si500 Video Speaker Microphone and/or Sr600 in-car camera template and programming Radio Subscriber Software (RMS) Setup (Android Devices) APX Subscriber Configuration for Si500 WLAN Access Network Assessment Video Backhaul Assessment Training Support Customer Network Assessment and Recommendations Assistance with CommandCentral Vault provisioning Si500 and/or Sr600 in-car camera Configuration file creation Assistance with Radio Management setup Assistance with APX Radio template modifications Assistance with Si500 and/or Sr600 in-car camera Provisioning Training Support 1.1.1 Pre-Deployment Questionnaire (PDQ) Each Digital Evidence Management Solution deployment begins with filling out the Pre- Deployment Questionnaire (PDQ). The PDQ is provided by Motorola Solutions to the Customer QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 10 12 at the start of the project. The Motorola Solutions field engineer will review the PDQ in detail with the Customer and answer all questions. It is the Customer’s responsibility to fill out the PDQ. 1.1.2 CommandCentral Vault Store and Manage Configuration CommandCentral Vault Store and Manage are the base modules which need to be configured to provide the ideal end to end solution for each Customer. Industry Best Practices, current operations environment and sub system integration will be discussed and taken into account in order to determine the optimal configuration for your agency. The configuration process will be done in partnership and facilitated by a Motorola Solutions professional. The Customer must determine policies and procedures, tags, retention periods, user permissions, etc. Motorola Solutions or Motorola Solutions Representative can only assist and offer guidance. 1.1.3 CommandCentral Vault Judicial Configuration (if applicable) CommandCentral Vault Judicial module needs to be configured for your agencies specific workflow and operations. The workflow requirements and configuration needed specific to the Judicial module will be addressed by adding an additional section to the interactive workshop already in place for CommandCentral Vault Store and Manage configuration. 1.1.4 Si500 Video Speaker Microphone (if applicable) The Si500 Video Speaker Microphone needs to be initialized for access to utilize the WLAN network to connect to the Radio Management Software for setup. The Si Initial Deployment will take the device form out of the box to the users’ hands. The Si500 is the device that the end user will use to capture video, photo, and audio content in the field. The Si500 must be provisioned in CommandCentral Vault as well as Radio Management to function properly. 1.1.5 Radio Management Software Setup Android (if applicable) Radio Management Software is used to deploy configuration parameters to the Si500 Video Speaker Microphone. For instance if RMS is set up for access on the WLAN network, Si500 devices are configured with the RMS. A Customer provided Server will need to meet minimum specifications. The Si500 Radio Management application is used to load a template into each Si500 device. The Customer is responsible for providing a WiFi capable laptop and loading the Si Radio Management suite prior to the start of provisioning. Radio Management can be downloaded from the Motorola Solutions MyView Site. The Motorola Solutions Solution field engineer or Motorola Solutions Representative will provide assistance with this task, if needed. Alternatively, the Motorola Solutions Representativ e could host RM on their own laptop and provide a service for the Customer, similar to how many Motorola Solutions Representatives support subscribers. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 11 13 1.1.6 Si500 Configuration(s) (if applicable) The Si500 requires its own configuration file (similar to a radio template). The configuration file is created in Radio Management using the data provided in the Pre-deployment Questionnaire. 1.1.7 Radio Subscriber Configuration (if applicable) APX radio subscriber configuration is used to ensure that the existing APX subscribers will operate with the Si device. The APX radios will be evaluated and updated to the correct firmware and programming options that allow for operation with the Si Video Speaker Microphone. If the Si500 will be used as a speaker microphone (either Bluetooth paired or wired) in conjunction with a compatible subscriber radio, the subscriber’s Firmware and/or Feature Set may need to be updated. The Customer will provide subscriber model, firmware, and flashcode information so that the fleet’s compatibility can be evaluated. The Motorola Solutions field engineer will recommend and required updates. The subscriber template(s) may also require modifications. The Customer will provide a sample template(s) for evaluation. The Motorola Solutions field engineer will recommend the necessary changes. In both cases, the Customer is responsible for updating their fleet of subscribers. 1.1.8 Wireless Local Area Network (WLAN) Network Assessment The WLAN network assessment will provide the Customer information to ensure that the Customers Wi-FI system design and bandwidth is sufficient to upload and download video and meets the overall Customer expectations. 1.1.9 Internet Bandwidth Assessment The Internet bandwidth video backhaul assessment will provide the Customer information to ensure that the point of presence bandwidth is sufficient to upload and download video and meets the overall system requirements. 1.2 ASSUMPTIONS Motorola Solutions has based the system design on information provided by the Customer and an analysis of their system requirements. All assumptions have been listed below for review. Should Motorola Solutions assumptions be deemed incorrect or not agreeable to the Customer, a revised proposal with the necessary changes and adjusted costs may be required. Changes to the equipment or scope of the project after contract may require a change order. All work is to be performed during normal work hours, Monday through Friday 8:00 AM. to 5:00 PM. Motorola Solutions may use conference calls or web meetings with the Customer where appropriate. Motorola Solutions is not responsible for interference caused or received by the Motorola Solutions provided equipment except for interference that is directly caused by the Motorola Solutions-provided transmitter(s) to the Motorola Solutions-provided receiver(s). Should the Customer system experience interference, Motorola Solutions QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 12 14 can be contracted to investigate the source and recommend solutions to mitigate the issue. We assume the Customer has an existing suitable WiFi network with sufficient signal strength to support file upload from the devices. Customer owns data they upload to CommandCentral Vault & can utilize as they choose. 1.3 CONTRACT 1.3.1 Contract Award The Customer and Motorola Solutions execute the contract and both parties receive all the necessary documentation. 1.3.2 Contract Administration Motorola Solutions Responsibilities: Assign a Project Manager, as the single point of contact with authority to make project decisions. Assign resources necessary for project implementation. Set up the project in the Motorola Solutions information system. Schedule the project kickoff meeting with the Customer. Customer Responsibilities: Assign a Project Manager, as the single point of contact responsible for Customer-signed approvals. Assign other resources necessary to ensure completion of project tasks for which the Customer is responsible. Completion Criteria: Motorola Solutions internal processes are set up for project management. Both Motorola Solutions and the Customer assign all required resources. Project kickoff meeting is scheduled. 1.3.3 Project Kickoff Motorola Solutions Responsibilities: Conduct a project kickoff meeting during the Contract Design Review phase of the project. Ensure key project team participants attend the meeting. Introduce all project participants attending the meeting. Review the roles of the project participants to identify communication flows and decision- making authority between project participants. Review the overall project scope and objectives with the Customer. Review the resource requirements with the Customer. Review the implementation tasks with the Customer to address upcoming milestones and/or events. Review the team's’ interactions (Motorola Solutions and the Customer), meetings, reports, milestone acceptance, and the Customer’s participation in particular phases. Customer Responsibilities: The Customer’s key project team participants attend the meeting. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 13 15 Review Motorola Solutions and Customer responsibilities. Completion Criteria: Project kickoff meeting completed. Meeting notes identify the next action items. 1.4 CONTRACT DESIGN REVIEW 1.4.1 Review Contract Design Motorola Solutions Responsibilities: Meet with the Customer project team. Review the operational requirements and the impact of those requirements on various equipment configurations. Establish a def ined baseline for the deployment of cameras and identify any special product requirements and their impact on implementation. Review the Solution Design, Statement of Work, Acceptance Test Plans, and update the documents accordingly. Discuss the proposed Cutover Plan and methods to document a detailed procedure. Submit design documents to the Customer for approval, if necessary. Provide minimum acceptable performance specifications for Customer provided hardware, software, LAN, WAN and internet connectivity. Establish demarcation point (supplied by the Motorola Solutions system engineer) to define the connection point between the Customer-supplied equipment and the Motorola Solutions Software. Restrictions: Motorola Solutions assumes no liability or responsibility for inadequate information. Motorola Solutions is not responsible for issues outside of its immediate control. Customer Responsibilities: The Customer’s key project team participants attend the meeting. Make timely decisions, according to the implementation. Completion Criteria: Complete Design Documentation, which may include updated Solution Description, Equipment List, system drawings, or other documents applicable to the project. Incorporate any deviations from the proposed system into the contract documents accordingly. A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 1.4.2 CommandCentral Vault, Store and Manage Modules Motorola Solutions Responsibilities: Conduct an interactive workshop with the Customer designed to provide understanding of operational needs, workflow, environment, and industry best practices to including the following: QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 14 16 -User Groups and Permissions. -Metadata definition for captured video. -Case/Incident Tags. -Retention policies. Optimal initial configuration of CommandCentral Vault Store and Manage, based on workshop discussions and results of the aforementioned items. Create default views for Customer focused workflows. End to end testing to ensure workflow and operational requirements are met. Check for browser compatibility on Customer used workstations. Customer Responsibilities: None. Completion Criteria: The default views based on workflow requirements will be defined, presented and approved. 1.4.3 CommandCentral Vault Judicial Configuration (if applicable) Motorola Solutions Responsibilities: A section in the interactive workshop designed to understand operational needs, workflow, content and industry best practices to including the following: -Workflow requirements. -Establishing search criteria to quickly locate evidentiary segments for cases. -Securely sharing information. -Automated redaction practices. Optimal initial configuration and content for CommandCentral Vault Judicial, based on workshop discussion and results of the aforementioned items. Customer Responsibilities: None. Completion Criteria: The end to end testing of the Judicial process is complete and approved by the Customer. 1.4.4 Develop Si500 and/or Sr600 Configuration File(s) Motorola Solutions Responsibilities: Provide details on the features and functionality of the Motorola Solutions Si500 and/or Sr600 equipment/ system. A Motorola Solutions Representative assists the Customer in defining each Si500 configuration based on the PDQ. Program the approved templates into Radio Management Server and create Jobs. Program sample radios with approved templates and deliver for the Customer evaluation. Any changes requested by the Customer, after approval of template definitions, will require updating the contract documents accordingly. Assist in Radio Management provisioning, as needed. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 15 17 Customer Responsibilities: User groups create templates in a spreadsheet format. Forward electronic copies of the spreadsheets to the committee members for their review and comment. Create the approved templates into Radio Management Server and create Jobs. Program a small sample of Si500s and/or Sr600s with approv ed configuration. Evaluate sample configurations. Modify configurations as needed prior to mass deployment. Completion Criteria: Configurations completed and approved by the Customer. 1.5 APX SUBSCRIBER COMPATIBILITY CHECK (if applicable) 1.5.1 APX Portables Motorola Solutions Responsibilities: Check APX firmware for compatibility with the Si500 devices. Update, if needed. Recommend updates, if needed. Check Customer APX program templates for compatibility with the Si500 devices. Advise Customer of any Flash that may need to be purchased for operation. Recommend Customer test each subscriber template with the Si500 modifications prior to mass programming. Once all templates and client software is tested and approved by the Customer, Motorola Solutions requests written approval of acceptance. Customer Responsibilities: Approve final template(s) and initiate portable programming. Program portable radios, as needed. Upon receipt of portables, a Customer-authorized signatory acknowledges receipt of all portables and accessories and proper operation of a sampling of portables. Distribute the portables to end users. Customer is responsible for ordering any necessary flashes. Completion Criteria: All portables are successfully programmed and approved by the Customer. 1.6 RADIO MANAGEMENT SOFTWARE INSTALLATION FOR SI500 BODY WORN CAMERA (if applicable) 1.6.1 Install Radio Management Software (Android) Motorola Solutions Responsibilities: Motorola Solutions will be responsible for the installation of Radio Management Software. Provide Customer specification of hardware, software and network requirements for installation. Assist Customer with the installation of Radio Management, as needed. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 16 18 Customer Responsibilities: Provide hardware, software and network requirements needed for Radio Management per specifications from Motorola Solutions. Provide point of contact for support of the Customer provided equipment, as necessary. Provide IT network requirements as outlined by Motorola Solutions. Completion Criteria: Radio Management installation on Customer computer completed. 1.6.2 WLAN Access Network Assessment The WLAN Network Assessment is a paper study that provides the Customer with the information needed to ensure that WLAN network is appropriate to support connection of the cameras to the CommandCentral Vault clouds service when fully deployed. Motorola Solutions Responsibilities: Assess the Customer WLAN network for camera video upload and WLAN access. Document WLAN access information for camera Configuration. Motorola Solutions will not perform on site testing or evaluations. Motorola Solutions will not perform any work on non-Motorola Solutions owned equipment. Customer Responsibilities: Provide requested information about Customer LAN for evaluation purposes. Provide IT support for evaluation of Customer's network. Completion Criteria: WLAN network is assessed and assessment findings are presented to the Customer. 1.6.3 Internet Bandwidth Assessment The CommandCentral Vault Internet Bandwidth Assessment is a paper study that will provide the Customer with the information needed to ensure that the public Internet connection is appropriate to support connection of the cameras to the CommandCentral Vault. Motorola Solutions Responsibilities: Assess the Customer Internet POP for Digital Evidence Management Solution video upload and access. Document WLAN access information for the camera Configuration. Firewall Protection Evaluation and Compatibility requirements assessment. Motorola Solutions will not perform on site testing or evaluations. Motorola Solutions will not perform any work on non-Motorola Solutions owned equipment. Customer Responsibilities: Provide information on Customer public Internet connection for evaluation purposes. Provide IT support for evaluation of Customer's network. Completion Criteria: Internet Bandwidth Assessment is assessed and findings are presented to the Customer. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 17 19 1.7 TRAINING 1.7.1 Online Training Motorola Solutions Responsibilities: Provide Customer with online training courses applicable to their deployment. Provide Customer with access to training specialist via phone support between the hours of 8:00 AM to 5:00 PM EST. Customer Responsibilities: Attend online training classes. Comply with the prerequisites in the Training Plan. Completion Criteria: All training classes completed. 1.7.2 On-Site Training (if applicable) Motorola Solutions Responsibilities: Provide Customer with onsite training courses applicable to their deployment for trainers. Provide train-the-trainer training by roles. Customer Responsibilities: Trainers attend training classes. Comply with the prerequisites in the Training Plan including online training. Trainers train remaining personnel. Completion Criteria: All training classes completed. 1.7.3 Training Complete All training classes completed. 1.8 AUDIT AND ACCEPTANCE TESTING 1.8.1 Perform Equipment Testing Motorola Solutions Responsibilities: Test individual components of the system to verify compliance to the equipment specifications. Repeat any failed test(s) once Motorola Solutions (or the Customer) has completed the corrective action(s). Prepare documentation of component tests to be delivered as part of the final documentation package. Customer Responsibilities: Witness tests if desired. Completion Criteria: Successful completion of equipment testing including: QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 18 20 - Confirm Si500 and/or Sr600 is able to perform Video, Audio, Photo Capture per the PDQ. - Successful Upload to VAULT using all provisioned SSIDs. - Successful Tag provisioning from VAULT to Si500 and/or Sr600s, if applicable. - Review VAULT cards for correct in-field TAGs. - Proper operation of VAULT functions, including Redaction, if applicable. 1.8.2 Perform Functional Testing Motorola Solutions Responsibilities:  Evaluate wear-ability of Si500 devices if applicable. Provide f eedback to Customer on options.  Verify the operational functionality and features of the Si500 and/or Sr600 supplied by Motorola Solutions, as contracted.  If any major task as contractually described fails, repeat that particular task after Motorola Solutions determines that corrective action has been taken.  Document all issues that arise during the acceptance tests.  Document the results of the acceptance tests and present to the Customer for review.  Resolve any minor task failures before Final System Acceptance. Customer Responsibilities:  Witness the functional testing. Completion Criteria:  Successful completion of the functional testing.  Customer approval of the functional testing. 1.9 FINALIZE 1.9.1 Resolve Punchlist Motorola Solutions Responsibilities:  Work with the Customer to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Customer Responsibilities:  Assist Motorola Solutions with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria:  All punchlist items resolved and approved by the Customer. 1.9.2 Transition to Service/Project Transition Certificate Motorola Solutions Responsibilities:  Review the items necessary for transitioning the project to warranty support and service.  Provide a Customer Support Plan detailing the warranty and post-warranty support, if applicable, associated with the Contract equipment. Customer Responsibilities:  Participate in the Transition Service/Project Transition Certificate (PTC) process. Completion Criteria:  All service information has been delivered and approved by the Customer. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 19 21 1.10 PROJECT ADMINISTRATION 1.10.1 Project Status Meetings Motorola Solutions Responsibilities: As required, during the project Motorola Solutions Project Manager, or designee, will attend all project status meetings with the Customer, as determined during the CDR. Record the meeting minutes and supply the report. The agenda will include the following: -Overall project status. -Product or service related issues that may affect the implementation. -Status of the action items and the responsibilities associated with them. -Any miscellaneous concerns of either the Customer or Motorola Solutions. Customer Responsibilities: Attend meetings. Respond to issues in a timely manner. Completion Criteria: Completion of the meetings and submission of meeting minutes. 1.10.2 Change Order Process Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost, change in solution configuration or adds time to the project’s timeline 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. QUOTE-148697 Orange County SO DEMS Proposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 20 22 Service from the Start with Comprehensive Coverage for Si500 Service from the Start with Comprehensive Coverage is a unique prepaid service that includes Telephone technical support, normal wear and tear, as well as coverage for internal and external components damaged through accidental breakage. Purchased together with, or within 90 days of, the Motorola hardware purchase, this multi-year offer significantly reduces unexpected repair expenses while helping to protect customers’ investments. Service from the Start with Comprehensive Coverage comprises – ●Hardware Repair/Replacement with same day turnaround time and two way shipping ●Accidental Damage ●Telephone Technical Support “Customer” shall mean Orange County. Hardware Repair Hardware Repair provides product repair or replacement at a Motorola operated or supervised facility that employs the same test equipment and original Motorola components used in the manufacture of the equipment. Products are repaired to ensure full compliance is met with the product specifications published by Motorola at the time of delivery of the original product via:- ●Repairs, adjustments and restorations, if appropriate, of any covered product(s) that malfunction while being used within the operational and environmental parameters specified by Motorola. ●Product updates, if applicable, as may be defined occasionally by Motorola Engineering Change Notices. Telephone Technical Support Telephone Technical Support is provided for technical issues that require a high level of product or troubleshooting expertise. Motorola System Support Centre (ESSC) Technical Support operation is staffed with highly trained technologists who specialize in the diagnosis and resolution of product issues. Motorola SSC is continuously monitored against stringent, industry recognised Incident & Problem management processes. QUOTE-148697Orange County SO DEMSProposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 21 23 Scope of Products Included Service from the Start with Comprehensive Coverage and associated options are currently available for the Si500 device. Motorola Responsibilities Remote Technical Support Coverage. Motorola shall respond to calls within two (2) hours during the support days. In addition, customers may contact the Call Management Center (800-927-2744) who will log a technical request on Motorola Case Management System 24 x 7 on the customer’s behalf. 1.Technical Problem Isolation, Analysis and Resolution . A Motorola representative will: ●Assess the nature of the problem ●Assist and perform problem determination ●Work to achieve problem resolution 2.Hardware Repair . Motorola will provide repair or replacement with a three day business day in-house turnaround time provided the devices are delivered to the repair center by 9:00 a.m. (local repair center time). Turnaround time represents the time a product spends at Motorola in the repair process; it does not include time in transit. 3.Comprehensive Coverage . Motorola will repair electrical failures caused by accidental damage to the Motorola terminals covered by the service agreement that occur during normal use. Examples of items included under Comprehensive Coverage include - a.Electrical repair for failures caused by accidental water damage b.Electrical repair for accidental internal damage c.Replacement of accidentally cracked or broken housings. d.Replacement of accidentally cracked or broken displays. e.Replacement of accidentally cracked or broken or missing keypads/buttons There is a limit of one device repair per contract year with Comprehensive coverage. QUOTE-148697Orange County SO DEMSProposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 22 24 4.Transportation . Motorola will provide two way shipping. A shipping label will be generated via MOL to initiate the return process. Customer Responsibilities 1.Serial Numbers . Customer must provide a complete list, preferably in electronic format, or by completing a Service Order Form (SOF) of all hardware serial numbers to be covered under the service agreement. 2.Initiating Repair . When Service from the Start Comprehensive is purchased at the time of ordering the equipment, the serial numbers will automatically be captured and included in the service agreement. When Service from the Start Comprehensive is purchased separately from the equipment order, then Customer must complete a Return Material Authorization (RMA) for each faulty unit and label the package correctly with a pre-paid shipping label generated via MOL. 3.Initiating Telephone Technical Support . When contacting Motorola for Technical Support, customer must provide the Serial Number of the unit. Limitations and Restrictions 1.Customer will incur additional charges at the prevailing rates for any of the following activities, which are not covered under this agreement: a.Replacement of consumable parts or accessories, as defined by product, including but not limited to batteries, cables, carrying cases. b.Repair of problems caused by natural or manmade disasters, including but not limited to fire, theft and floods that would cause internal or external component damage or destruction. c.Repair of problems caused by third parties’ Software, accessories or peripherals not approved in writing by Motorola for use with the product. d.Repair of problems caused by using the device outside of the product’s operational and environmental specifications or repaired by a third party. e.Repair of problems caused by unauthorized alterations or attempted repair. f.Non-remedial work, including but not limited to administration and operator procedures, reprogramming, and operator or user training. g.Problem determination and/or work performed to repair or resolve issues with non- covered products; for example, any hardware or software products not specifically listed on the service order form. h.Performance of any file backup or restoration. QUOTE-148697Orange County SO DEMSProposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 23 25 i.Completion and test of incomplete application programming or system integration if not performed by Motorola and specifically listed as covered. j.Use of Software Releases except as provided for under the responsibilities outlined in this document. 2.Where ongoing “accidental damage” is deemed by Motorola to be excessive, systemic or the result of product mishandling, customer may be subject to audit. Should it continue unabated, customer will incur repair charges at Motorola discretion and prevailing charges for products deemed by Motorola to have been damaged through improper handling, carelessness or reckless use. 3.Where a product is submitted to Motorola for repair that is outside the scope of Service, such repairs will require payment by the Customer and will be quoted by Motorola of additional costs in accordance with Motorola standard Time and Materials (T&M) rates and terms and conditions. Motorola will notify the customer of any incremental charges related to aforementioned exclusions, prior to completing the repair and said repair will be subject toacceptance of the quotation by the customer. 4.This service does not cover cosmetic imperfections that do not affect the functionality of the device. 5.Motorola is not obligated to provide support for any product: a.That has been repaired, tampered with, altered or modified — except by Motorola authorised service personnel (including the unauthorized installation of any software) and / or the correct installation of Motorola or 3rd party option boards. b.That has been subjected to unusual physical or electrical stress, abuse, or forces or exposure beyond normal use within the specified operational and environmental parameters set forth in the applicable product specification. c.If customer fails to comply with the obligations contained in the product purchase agreement and/or the applicable software license agreement and/or Motorola terms and conditions of service. QUOTE-148697Orange County SO DEMSProposal Motorola's quote is based on and subject to the terms and conditions of the valid and executed written contract between Customer and Motorola (the ""Underlying Agreement"") that authorizes Customer to purchase equipment and/or services or license software (collectively ""Products""). If no Underlying Agreement exists between Motorola and Customer, then Motorola's Standard Terms of use and Purchase Terms and Conditions govern the purchase of the Products. Page 24 26 Subscription Services Agreement v.10.18.18 1 SUBSCRIPTION SERVICES AGREEMENT Motorola Solutions, Inc. (“Motorola”) and Orange County, North Carolina (“Customer”) enter into this Subscription Services Agreement (“Agreement”) pursuant to which Customer will purchase and Motorola will sell a subscription to access the subscription services described below. Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” The terms of the Agreement, including addendums, exhibits, and attachments combined with the terms of any applicable Incorporated Documents will govern the products and services offered pursuant to this Agreement. To the extent there is a conflict between the terms and conditions of the Agreement and the terms and conditions of the applicable Incorporated Documents, the Incorporated Documents take precedence. 1. DEFINITIONS Capitalized terms used in this Agreement have the meanings set forth below. Any reference to the purchase or sale of software or other Intellectual Property shall mean the sale or purchase of a license or sublicense to use such software or Intellectual Property in accordance with this Agreement. “Administrator” means Customer's designated system administrator who receives administrative logins for the Subscription Services and issues access rights to Customer's Users. “Anonymized” means having been stripped of any personal or correlating information revealing original source or uniquely identifying a person or entity. “Confidential Information” means all information consistent with the fulfillment of this Agreement that is subject to North Carolina’s Open Records Law, and (i) disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of any hardware, software or any component part thereof provided by discloser to recipient. Confidential Information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. “Customer Data” means Native Data provided by Customer to Motorola hereunder to be processed and used in connection with the Subscription Services. Customer Data does not include data provided by third parties and passed on to Motorola. “Deliverables” means all written information (such as reports, analytics, Solution Data, specifications, designs, plans, drawings, or other technical or business information) that Motorola prepares for Customer in the performance of the Services and is obligated to provide to Customer pursuant to the applicable Statement of Work. The Deliverables, if any, are more fully described in the Statement of Work. “Documentation” means the technical materials provided by Motorola to Customer in hard copy or electronic form describing the use and operation of the Solution and Software, including any technical manuals, but excluding any sales, advertising or marketing materials or proposals. “Effective Date” means the date of the last signature on this Agreement, unless access to the Subscription Service occurs later, in which case, the Effective Date will be the date when Customer first has access to the Subscription Services. “Feedback” means comments or information, in oral or written form, given to Motorola by Customer, in connection with or relating to the Solution and Subscription Services. 27 Subscription Services Agreement v.10.18.18 2 “Force Majeure” which means an event, circumstance, or act that is beyond a Party’s reasonable control, such as an act of God, an act of the public enemy, an act of a government entity, strikes, other labor disturbances, supplier performance, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, riots, or any other similar cause. “Licensed Product” means 1) Software, whether hosted or installed at Customer's site, 2) Documentation; 3) associated user interfaces; 4) help resources; and 5) any related technology or other services made available by the Solution. “Native Data” means data that is created solely by Customer or its agents. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies, tools, techniques, and other intellectual property rights. “Software” means the Motorola owned or licensed off the shelf software programs delivered as part of the Licensed Products used to provide the Subscription Services, including all bug fixes, updates and upgrades. “Solution” means collectively, the Software, servers and any other hardware or equipment operated by Motorola and used in conjunction with the Subscription Services. “Solution Data” means Customer Data that is transformed, altered, processed, aggregated, correlated or operated on by Motorola, its vendors or other data sources and data that has been manipulated or retrieved using Motorola know-how to produce value-added content that is made available to Customer with the Solution and Subscription Services. “Statement of Work” If included, the Statement of Work (“SOW”) describes the Subscription Services, Deliverables (if any), Licensed Products and Solution that Motorola will provide to Customer under this Agreement, and the other work-related responsibilities that the parties owe to each other. The Statement of Work may contain a performance schedule. “Subscription Services” means those subscription services to be provided by Motorola to Customer under this Agreement, the nature and scope of which are more fully described in the Documentation, proposal, SOW, or other Solution materials provided by Motorola, as applicable. “Users” means Customer's authorized employees or other individuals authorized to utilize the Subscription Services on behalf of Customer and who will be provided access to the Subscription Services by virtue of a password or equivalent security mechanism implemented by Customer. 2. SCOPE 2.1 Subscription Services. Motorola will provide to Customer the Subscription Services and Deliverables (if any). As part of the Subscription Services, Motorola will allow Customer to use the Solution described in the Statement of Work, Documentation, proposal, or other Solution materials provided by Motorola (“Incorporated Document(s)”), as applicable. Some Subscription Services will also be subject to additional terms unique to that specific Subscription Service. Such additional terms will be set forth in an Addendum. In the event of a conflict between an Addendum and the body of the Agreement, the Addendum will govern resolution of the conflict. Motorola and Customer will perform their respective responsibilities as described in this Agreement and any applicable Incorporated Documents. 2.2 Changes. Customer may request changes to the Services. If Motorola agrees to a requested change, the change must be confirmed in writing and signed by authorized representatives of both 28 Subscription Services Agreement v.10.18.18 3 parties. A reasonable price adjustment will be made if any change affects the time of performance or the cost to perform the Services. 2.3 Non-solicitation. During the term of this Agreement and for twelve (12) months thereafter, Customer will not actively solicit the employment of any Motorola personnel who is involved directly with providing any of the Services. 3. TERM 3.1 Term. The Term of this Agreement begins on the Effective Date and continues for five (5) years. The Agreement renews annually on the anniversary of the Effective Date, unless either Party notifies the other of its intention to not renew the Agreement (in whole or part) at least thirty (30) days before the anniversary date or until termination by either Party in accordance with the Termination section of this Agreement. After the Term and any renewals of this Agreement end, and once storage is no longer being paid, the data will no longer be available. Customer will need to either continue to pay for storage or move the data somewhere else before this subscription expires. All content may be downloaded by Customer via product interfaces or system level APIs. If assistance is required or specific transfer format or media is requested, these additional services may be performed by Motorola for a mutually agreed fee. 3.2 Minimum Initial Term. For certain Subscription Services, a minimum initial term greater than one year may be required (“Minimum Initial Term”). Following the Minimum Initial Term, this Agreement will automatically renew upon each anniversary of the Effective Date for a successive renewal term of the same duration as the Minimum Initial Term, unless either Party: 1) notifies the other of its intention to not renew the Agreement (in whole or part) at least thirty (30) days before the anniversary date; 2) requests an alternate term; or 3) terminates in accordance with the termination provision in the Agreement, including non-payment of fees for the renewal period by the anniversary date. 3.3 Renewals. The terms and conditions of this Agreement will govern any renewal periods. 4. CUSTOMER OBLIGATIONS. Customer will fulfill all of its obligations in this Agreement, including applicable addendums and Incorporated Documents in a timely and accurate manner. Failure to do so may prevent Motorola from performing its responsibilities. 4.1 Access. To enable Motorola to perform the Subscription Services, Customer will provide to Motorola reasonable access to relevant Customer information, personnel, systems, and office space when Motorola’s employees are working on Customer’s premises, and other general assistance. Further, if any equipment is installed or stored at Customer’s location in order to provide the Subscription Services, Customer will provide, at no charge, a non-hazardous environment with adequate shelter, heat, light, power, security, and full and free access to the equipment. 4.2 Customer Information. If the Documentation, Statement of Work, proposal, or other related documents contain assumptions that affect the Subscription Services or Deliverables, Customer will verify that they are accurate and complete. Any information that Customer provides to Motorola concerning the Subscription Services or Deliverables will be accurate and complete in all material respects. Customer will make timely decisions and obtain any required management and third party approvals or consents that are reasonably necessary for Motorola to perform the Subscription Services and its other duties under this Agreement. Unless the Statement of Work states the contrary, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions and Customer-provided information, decisions and approvals described in this paragraph. 4.3 Risk of Loss. If any portion of the Solution resides on Customer premises or is under Customer’s control in any way, Customer shall at all times exercise reasonable care in using and maintaining the Solution in accordance with Motorola’s instructions for proper use and care. Risk of loss to any equipment in Customer’s possession will reside with Customer until removed by Motorola or its agent or returned by Customer. Customer will be responsible for replacement costs of lost or damaged equipment, normal 29 Subscription Services Agreement v.10.18.18 4 wear and tear excluded. 4.4 Equipment Title. Unless Customer is purchasing equipment pursuant to the terms in the Addendum entitled “Equipment Sale Addendum” and unless stated differently in this Agreement or in the Incorporated Documents, title to any equipment provided to Customer in connection with the Subscription Services remains vested in Motorola at all times. Any sale of equipment pursuant to this Agreement will be governed by the terms and conditions set forth in the Equipment Sale Addendum. 4.5 Enable Users. Customer will properly enable its Users to use the Subscription Services, including providing instructions for use, labeling, required notices, and accommodation pursuant to applicable laws, rules, and regulations. Unless otherwise agreed in the Incorporated Documents, Customer will train its Users on proper operation of the Solution and Licensed Products. Customer agrees to require Users to acknowledge and accept the limitations and conditions of use of the Licensed Products in this Agreement prior to allowing Users to access or use Subscription Services. 4.6 Non-preclusion. If, as a result of the Subscription Services performed under this Agreement, Motorola recommends that Customer purchase products or other services, nothing in this Agreement precludes Motorola from participating in a competitive opportunity or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement or other laws, regulations, or policies. 5. Subscription Fees. 5.1 Recurring Fees. Unless stated differently in an applicable addendum, Incorporated Documents or otherwise arranged in writing with Motorola, Services will be provided in exchange for annual pre-paid Subscription Fees. Motorola will submit an invoice for the first year of subscription fees on the Effective Date. On each anniversary of the Effective Date, Motorola will issue an invoice for the annual subscription fees for the following year. 5.2 Start Up Fees. Start-up fees apply to certain Subscription Services. If the Subscription Service includes start up fees, Motorola will submit an invoice for the start up fees on the Effective Date. 5.3 Fee Change. Motorola reserves the right to change the subscription fees at the end of each Subscription Services Term. Except for any payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Motorola reserves the right to terminate Service for non-payment of fees. 5.4 No Price Guarantee. Notwithstanding any language to the contrary, the pricing and fees associated with this Agreement will not be subject to any most favored pricing commitment or other similar low price guarantees. 5.5 Taxes. The Subscription Fees and start up fees do 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 those taxes, it will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Motorola will be solely responsible for reporting taxes on its income or net worth. 6. ACCEPTANCE; SCHEDULE; FORCE MAJEURE 6.1 Acceptance. The Licensed Products will be deemed accepted upon the delivery of usernames and passwords or other validation mechanism to Customer. If usernames and passwords have been issued to Customer prior to the Effective Date, the Licensed Products will be deemed accepted on the Effective Date. 6.2 Schedule. All Subscription Services will be performed in accordance with the performance 30 Subscription Services Agreement v.10.18.18 5 schedule included in the Statement of Work, or if there is no performance schedule, within a commercially reasonable time period. 6.3 Force Majeure. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. Each Party will notify the other in writing if it becomes aware of any Force Majeure that will significantly delay performance. The notifying Party will give the notice promptly (but in no event later than fifteen (15) days) after it discovers the Force Majeure. 7. LIMITED LICENSE 7.1 Licensed Products. Use of the Licensed Products by Customer and its Users is strictly limited to use in connection with the Solution or Subscription Services during the Term. Customer and Users will refrain from, and will require others to refrain from, doing any of the following with regard to the Software in the Solution: (i) directly or indirectly, by electronic or other means, copy, modify, or translate the Software; (ii) directly or indirectly, by electronic or other means, reproduce, reverse engineer, distribute, sell, publish, commercially exploit, rent, lease, sublicense, assign or otherwise transfer or make available the Licensed Products or any part thereof to any third party, or otherwise disseminate the Licensed Product in any manner; (iii) directly or indirectly, by electronic or other means, modify, decompile, or disassemble the Software or part thereof, or attempt to derive source code from the Software; or (iv) remove any proprietary notices, labels, or marks on the Software or any part of the Licensed Products. Motorola Solutions reserves all rights to the Software and other Licensed Products not expressly granted herein, including without limitation, all right, title and interest in any improvements or derivatives conceived of or made by Motorola that are based, either in whole or in part, on knowledge gained from Customer Data. Customer agrees to abide by the copyright laws of the United States and all other relevant jurisdictions, including without limitation, the copyright laws where Customer uses the Solution. Customer agrees to immediately cease using the Solution if it fails to comply with this paragraph or any other part of this Agreement. If Software is subject to a click wrap, end user license agreement or is otherwise packaged with or subject to a separate end user license, such license will apply to the use of Software and Licensed Product. 7.2 Proprietary Rights. Regardless of any contrary provision in the Agreement, Motorola or its third party providers own and retain all of their respective Proprietary Rights in the Software, Solution, and Licensed Product. Nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing Services to Customer remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. No custom development work is to be performed under this Agreement. 8. DATA AND FEEDBACK 8.1 Solution Data. To the extent permitted by law, Motorola, its vendors and licensors are the exclusive owners of all right, title, and interest, in and to the Solution Data, including all intellectual property rights therein. Motorola grants Customer a personal, royalty-free, non-exclusive license to: (i) access, view, use, copy, and store the Solution Data for its internal business purposes and, (ii) when specifically permitted by the applicable Statement of Work, publish Solution Data on its websites for viewing by the public. 8.2 Customer Data. To the extent permitted by law, Customer retains ownership of Customer Data. Customer grants Motorola and its subcontractors a personal, royalty-free, non-exclusive license to use, host, cache, store, reproduce, copy, modify combine, analyze, create derivatives from, communicate, transmit, publish, display, and distribute such Customer Data for the purpose of providing the Subscription Services to Customer, other Motorola Customers and end users, including without limitation, the right to use Customer Data for the purpose of developing new or enhanced solutions. In addition to the rights listed above, Customer grants Motorola a license to sell an Anonymized version of Customer Data for any purpose. 31 Subscription Services Agreement v.10.18.18 6 8.3 Feedback. Any Feedback given by Customer is entirely voluntary and, even if designated as confidential, will create no confidentiality obligation for Motorola. Motorola is free to use, reproduce, license or otherwise distribute and exploit the Feedback without any obligation to Customer. Customer acknowledges that Motorola’s receipt of the Feedback does not imply or create recognition by Motorola of either the novelty or originality of any idea. The parties further agree that all fixes, modifications and improvement to the Licensed Product or Subscription Service conceived of or made by Motorola that are based, either in whole or in part, on the Feedback are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements to the Licensed Product or Subscription Service will vest solely in Motorola. 9 WARRANTY 9.1 “AS IS”. THE SOLUTION AND SUBSCRIPTION SERVICES ARE PROVIDED “AS IS”. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Customer acknowledges that the Deliverables may contain recommendations, suggestions or advice from Motorola to Customer (collectively, “Recommendations”). Motorola makes no warranties concerning those Recommendations, and Customer alone accepts responsibility for choosing whether and how to implement the Recommendations and the results to be realized from implementing them. 9.2 Availability and Accuracy. Customer acknowledges that functionality of the Solution as well as availability and accuracy of Solution Data is dependent on many elements beyond Motorola’s control, including databases managed by Customer or third parties and Customer’s existing equipment, software, and Customer Data. Therefore, Motorola does not guarantee availability or accuracy of data, or any minimum level of coverage or connectivity. Interruption or interference with the Subscription Services or Solution may periodically occur. Customer agrees not to represent to any third party that Motorola has provided such guarantee. 9.3 Equipment Sale. Warranty for any equipment sold pursuant to this Agreement will be set forth in Equipment Sale Addendum. 10. DISCLAIMERS 10.1 Existing Equipment and Software. If Customer’s existing equipment and software is critical to operation and use of the Subscription Services, Customer is solely responsible for supporting and maintaining Customer’s existing equipment and software. Connection to or interface with Customer’s existing equipment and software may be required to receive Subscription Services. Any failures or deficiencies of Customer’s existing equipment and software may impact the functionality of the Solution and the Subscription Services to be delivered. Any vulnerabilities or inefficiencies in Customer’s system may also impact the Solution and associated Subscription Services. 10.2 Privacy. Customer bears sole responsibility for compliance with any laws and regulations regarding tracking; location based services; gathering, storing, processing, transmitting, using or misusing; or otherwise handling personally identifiable information (“PII”), including information about Users of the Solution or citizens in the general public. Further, it is Customer’s sole responsibility to comply with any laws or regulations prescribing the measures to be taken in the event of breach of privacy or accidental disclosure of any PII. Enacting and enforcing any internal privacy policies for the protection of PII, including individual disclosure and consent mechanisms, limitations on use of the information, and commitments with respect to the storage, use, deletion and processing of PII in a manner that complies with applicable laws and regulations will be Customer’s sole responsibility. Motorola will not evaluate the sufficiency of such policies and disclaims any responsibility or liability for privacy practices implemented by Customer, or lack thereof. Customer acknowledges and agrees that Subscription Services and the Solution are not designed to ensure individual privacy. Customer will inform Users that the Solution may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general public pursuant to this Agreement, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer 32 Subscription Services Agreement v.10.18.18 7 can provide any assurance of individual privacy in connection with the Solution. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution as CC Vault does not utilize social media. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. 10.3 Social Media. If Customer purchases Subscription Services that utilize social media, Customer acknowledges and agrees that such Subscription Services are not designed to ensure individual privacy. In such case, Customer will inform Users that the Solution and Subscription Services may enable visibility to PII, as well as physical location of individuals. Further, if the Solution or Subscription Services are available to the general public pursuant to this Agreement, Customer will provide the appropriate privacy notification. Neither Motorola nor Customer can provide any assurance of individual privacy in connection with the Solution or Subscription Services utilizing social media. Further, Customer is solely responsible for determining whether and how to use data gathered from social media sources for the purpose of criminal investigations or prosecution. Customer will hold Motorola harmless from any and all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for causes of action for damages related to tracking, location based services, breach of privacy, and the use or misuse of PII provided that Motorola gives Customer prompt, written notice of any such claim or suit. Motorola shall cooperate with Customer in its defense or settlement of such claim or suit. 10.4 Misuse. Motorola reserves the right to discontinue service at any time without notice to Users that misuse the Service, jeopardize the Licensed Product or public safety in any way. 11. LIMITATION OF LIABILITY 11.1 Liability Limit. Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Subscription Services provided under this Agreement. 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, GOODWILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF THE SUBSCRIPTION SERVICES BY MOTOROLA. This limitation of liability provision survives the expiration or termination of this 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. 11.2 Additional Disclaimers. MOTOROLA DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL LOSS OR COSTS OF ANY KIND ASSOCIATED WITH 1) THE INTERRUPTION, INTERFERENCE OR FAILURE OF CONNECTIVITY, VULNERABILITIES OR SECURITY EVENTS, WHETHER OR NOT THEY ARE DISCOVERED BY MOTOROLA; 2) PERFORMANCE OF CUSTOMER’S EXISTING EQUIPMENT AND SOFTWARE OR ACCURACY OF CUSTOMER DATA; 3) IF ANY PORTION OF THE SOLUTION OR LICENSED PRODUCT RESIDES ON CUSTOMER’S PREMISES, DISRUPTIONS OF AND/OR DAMAGE TO CUSTOMER’S OR A THIRD PARTY’S INFORMATION SYSTEMS, EQUIPMENT, AND THE INFORMATION AND DATA, INCLUDING, BUT NOT LIMITED TO, DENIAL OF ACCESS TO A LEGITIMATE SYSTEM USER, AUTOMATIC SHUTDOWN OF INFORMATION SYSTEMS CAUSED BY INTRUSION DETECTION SOFTWARE OR HARDWARE, OR FAILURE OF THE INFORMATION SYSTEM RESULTING FROM THE PROVISION OR DELIVERY OF THE SERVICE; 4) AVAILABILITY OR ACCURACY OF SOLUTION DATA; 5) INTERPRETATION, USE OR MISUSE IN ANY WAY OF SOLUTION DATA; 6) IMPLEMENTATION OF RECOMMENDATIONS PROVIDED IN CONNECTION WITH THE SUBSCRIPTION SERVICES; 7) TRACKING, AND LOCATION BASED SERVICES, BREACH 33 Subscription Services Agreement v.10.18.18 8 OF PRIVACY, AND THE USE OR MISUSE OF PERSONALLY IDENTIFIABLE INFORMATION. 11.3 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. Notwithstanding, this obligation does not apply if Motorola is entitled to immunity under the NG911 Act of 2012. 11.4. Essential term. The parties acknowledge that the prices have been set and the Agreement entered into in reliance upon these limitations of liability and that all such limitations form an essential basis of the bargain between the parties. 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, 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 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 a 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 procures the Services through a third party, Customer may as its exclusive remedy recover from Motorola reasonable costs incurred to procure the Services (but not additional or out of scope services) less the unpaid portion of the Contract Price. Customer agrees to mitigate damages and provide Motorola with detailed invoices substantiating the charges. 12.3. Termination. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall provide thirty (30) days prior written notice thereof, and pay Motorola for the conforming Equipment and/or Software delivered and all services performed up to the date of termination. 12.3 No Refund. If a subscription is terminated for any reason prior to the end of the Subscription Services Term or other subscription period set forth in the Incorporated Documents or otherwise agreed to in writing by the Parties, no refund or credit will be provided. 12.4 Cancellation Fee. If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then Motorola reserves the right to charge the Customer an early termination fee equal to the discount applied to the last three (3) years of service payments and the last delivered Sold Equipment replacements for the original Term. This is not a penalty but the loss of the discount for multi-year services. 12.5 Return of Discount. If Customer is afforded a discount in exchange for a term commitment longer than one year, early termination will result in an early termination fee, representing a return of the 34 Subscription Services Agreement v.10.18.18 9 discount off of list price. 12.6 Return Confidential Information. Upon termination or expiration of the Agreement, Customer will return or certify the destruction of all Confidential Information and Solution Data. 12.7 Connection Terminated. Certain Subscription Services require a connection to Customer systems to access Customer Data (e.g. predictive or analytic services). Upon termination, connection to relevant data sources will be disconnected and Motorola will no longer extract any Customer Data. 12.8 Equipment Return. Any equipment provided by Motorola for use with the Subscription Services, must be returned within thirty (30) days of the date of termination, at Customer’s expense. If equipment is not returned within this time frame, Motorola reserves the right to invoice the Customer for the purchase price of the unreturned equipment. 12.9 Five Year Term. Motorola provides equipment for use in connection with certain Subscription Services. Upon expiration and non-renewal of a five (5) year subscription Term, Title to the equipment will automatically transfer to Customer upon the subscription expiration date. 13. DISPUTES 13.1. Settlement. The parties will attempt to settle any dispute arising from this Agreement (except for a claim relating to intellectual property or breach of confidentiality) through consultation and a spirit of mutual cooperation. The dispute will be escalated to appropriate higher-level managers of the parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen jointly by the parties within thirty (30) days after notice by one of the parties demanding non-binding mediation. The parties will not unreasonably withhold consent to the selection of a mediator, will share the cost of the mediation equally, may agree to postpone mediation until they have completed some specified but limited discovery about the dispute, and may replace mediation with some other form of non-binding alternative dispute resolution (“ADR”). 13.2 Litigation. A Party may submit to a court of competent jurisdiction any claim relating to intellectual property, breach of confidentiality, or any dispute that cannot be resolved between the parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either Party. Either Party may resort to the judicial proceedings described in this section before the expiration of the two-month ADR period if good faith efforts to resolve the dispute under these procedures have been unsuccessful; or interim relief from the court is necessary to prevent serious and irreparable injury to the Party. 14. SECURITY. 14.1 Industry Standard. Motorola will maintain industry standard security measures to protect the Solution from intrusion, breach, or corruption. During the term of Agreement, if the Solution enables access to Criminal Justice Information (“CJI”), as defined by the Criminal Justice Information Services Security Policy (“CJIS”), Motorola will provide and comply with a CJIS Security Addendum. Any additional Security measure desired by Customer may be available for an additional fee. 14.2 Background checks. Motorola will require its personnel that access CJI to submit to a background check based on submission of FBI fingerprint cards. 14.3 Customer Security Measures. Customer is independently responsible for establishing and 35 Subscription Services Agreement v.10.18.18 10 maintaining its own policies and procedures and for ensuring compliance with CJIS and other security requirements that are outside the scope of the Subscription Services provided. Customer must establish and ensure compliance with access control policies and procedures, including password security measures. Further, Customer must maintain industry standard security and protective data privacy measures. Motorola disclaims any responsibility or liability whatsoever for the security or preservation of Customer Data or Solution Data once accessed or viewed by Customer or its representatives. Motorola further disclaims any responsibility or liability whatsoever that relates to or arise from Customer's failure to maintain industry standard security and data privacy measures and controls, including but not limited to lost or stolen passwords. Motorola reserves the right to terminate the Service if Customer’s failure to maintain or comply with industry standard security and control measures negatively impacts the Service, Solution, or Motorola’s own security measures. 14.4 Breach Response Plan. Both parties will maintain and follow a breach response plan consistent with the standards of their respective industries. 15. CONFIDENTIAL INFORMATION AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. 15.1.1. Treatment of Confidential Information. During the term of this Agreement, the parties may provide each other with Confidential Information. Licensed Products, and all Deliverables will be deemed to be Motorola’s 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 those 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 or pursuant to the license granted immediately below. 15.1.2. Ownership of Confidential Information. The disclosing Party owns and retains all of its Proprietary Rights in and to its Confidential Information, except the disclosing Party hereby grants to the receiving Party the limited right and license, on a non-exclusive, irrevocable, and royalty-free basis, to use the Confidential Information for any lawful, internal business purpose in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF PROPRIETARY RIGHTS. 15.2.1 Proprietary Solution. Customer acknowledges that the Licensed Products and any associated Documentation, data, and methodologies used in providing Services are proprietary to Motorola or its third party licensors and contain valuable trade secrets. In accordance with this Agreement, Customer and its employees shall treat the Solution and all Proprietary Rights as Confidential Information and will maintain the strictest confidence. 15.2.2. Ownership. Each Party owns and retains all of its Proprietary Rights that exist on the Effective Date. Motorola owns and retains all Proprietary Rights that are developed, originated, or prepared in connection with providing the Deliverables or Services to Customer, and this Agreement does not grant to Customer any shared development rights. At Motorola’s request and expense, Customer will execute all papers and provide reasonable assistance to Motorola to enable Motorola to establish the Proprietary 36 Subscription Services Agreement v.10.18.18 11 Rights. Unless otherwise explicitly stated herein, this Agreement does not restrict a Party concerning its own Proprietary Rights and is not a grant (either directly or by implication, estoppel, or otherwise) of a Party’s Proprietary Rights to the other Party. 15.3 Remedies. Because Licensed Products contain valuable trade secrets and proprietary information of Motorola, its vendors and licensors, Customer acknowledges and agrees that any actual or threatened breach of this Section will constitute immediate, irreparable harm to Motorola for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. Notwithstanding anything in this Agreement to the contrary, Motorola reserves the right to obtain injunctive relief and any other appropriate remedies from any court of competent jurisdiction in connection with any actual, alleged, or suspected breach of Section 3, infringement, misappropriation or violation of Motorola’s Property Rights, or the unauthorized use of Motorola’s Confidential Information. Any such action or proceeding may be brought in any court of competent jurisdiction. Except as otherwise expressly provided in this Agreement, the parties' rights and remedies under this Agreement are cumulative. 16. GENERAL 16.1 Future Regulatory Requirements. The Parties acknowledge and agree that this is an evolving technological area and therefore, laws and regulations regarding Subscription Services and use of the Solution may change. Changes to existing Subscription Services or Solution required to achieve regulatory compliance may be available for an additional fee. Any required changes may also impact the Fees for services. 16.2 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. Further, Customer will comply with all applicable export and import control laws and regulations in its use of the Licensed Products and Subscription Services. In particular, Customer will not export or re-export the Licensed Products without Motorola’s' prior written consent, and, if such consent is granted, without Customer first obtaining all required United States and foreign government licenses. Customer further agrees to comply with all applicable laws and regulations in providing the Customer Data to Motorola, and Customer warrants and represents to Motorola that Customer has all rights necessary to provide such Customer Data to Motorola for the uses as contemplated hereunder. Customer shall obtain at its expense all necessary licenses, permits and regulatory approvals required by any and all governmental authorities as may from time to time be required in connection with its activities related to this Agreement. To the extent permitted by applicable law, Customer will defend, indemnify, and hold harmless Motorola from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees. By executing this Agreement, Motorola certifies that it has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Motorola certifies that it has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Motorola affirms it is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 16.3 Audit. Motorola reserves the right to monitor and audit use of the Subscription Services. Customer will cooperate and will require Users to cooperate with such monitoring or audit. 16.4 Assignability. Except as provided herein, neither Party may assign this Agreement or any of its 37 Subscription Services Agreement v.10.18.18 12 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. 16.5 Subcontracting. Motorola may subcontract any portion of the Subscription Services without prior notice or consent of Customer. 16.6 Waiver. Failure or delay by either Party to exercise a right or power 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. 16.7 Severability. If a court of competent jurisdiction renders any part of this Agreement invalid or otherwise unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.8 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. 16.9 Headings. 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. 16.10 Governing Law. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State of North Carolina. 16.11 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 provided by the other Party 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. 16.12 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. 16.13 Return of Equipment. Upon termination of the contract for any reason, Customer shall return to Motorola all equipment delivered to Customer, if any. 16.14. Survival Of Terms. The following provisions survives the expiration or termination of this Agreement for any reason: if any payment obligations exist, Section 5 (Subscription Fees); Section 11 (Limitation of Liability); Section 12 (Default and Termination); Section 13 (Disputes); Section 15 38 Subscription Services Agreement v.10.18.18 13 (Confidential Information and Proprietary Rights);; and all General provisions in Section 16. 16.15. ENTIRE AGREEMENT. This Agreement and any Incorporated Documents or related attachments constitute the entire agreement of the Parties regarding the subject matter of this Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be 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 or 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. In witness whereof, the parties hereto have executed this Agreement as of the Effective Date. ORANGE COUNTY MOTOROLA SOLUTIONS, INC. BY: _________________________ BY: ___________________________ NAME: ______________________ NAME: ________________________ TITLE: ______________________ TITLE: _________________________ DATE: ______________________ DATE: __________________________ BILL TO ADDRESS: SHIP TO ADDRESS: Name: _________________________ Name: _________________________ Address: _______________________ Address: _______________________ Address: _______________________ Address: _______________________ Phone #: _______________________ Phone #: _______________________ FINAL DESTINATION: Name: _________________________ Address: _______________________ Address: _______________________ Phone #: _______________________ 39 Subscription Services Agreement v.10.18.18 14 ADDENDUM DIGITAL EVIDENCE MANAGEMENT SOLUTION The following additional terms will apply to Subscription Services from Motorola’s Digital Evidence Management Solution. If any term in this Attachment conflicts with a term in the main body of the Agreement, this Attachment will govern. 2. DATA STORAGE. Motorola will determine, in its sole discretion, the location of the stored content for CommandCentral Vault Services. All data, replications, and backups will be stored at a location in the United States for Customers in the United States. 3. DATA RETRIEVAL. CommandCentral Services will leverage different types of storage to optimize the Subscription Services, as determined in Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed. Access to content in archival storage may take up to 8 hours to be viewable. 4. API SUPPORT. Motorola will use commercially reasonable efforts to maintain the Application Programming Interface (“API”) offered as part of the CommandCentral Services during the term of this Addendum. APIs will evolve and mature over time, requiring changes and updates. Previous versions of APIs will be supported for a minimum of a 6 month time period after new version is introduced. If support of the API is no longer a commercially reasonable option, Motorola will provide reasonable advance notification to Customer. If an API presents a security risk to the Subscription Services or the Solution, Motorola will discontinue an API without prior warning. 5. SERVICE LEVEL TARGETS Commercially reasonable efforts will be made to provide monthly up-time availability of 99.9% with the exception of maintenance windows. There are many factors beyond Motorola’s control that may impact Motorola’s ability to achieve this goal, including but not limited to a Force Majeure. Systems are monitored 24/7 by a Motorola solutions operational team. Planned maintenance is planned and communicated a minimum of a week ahead of time. Any unplanned maintenance or outage is accompanied with notification of issues and resolution to keep end users aware of system status. Additionally, Motorola will strive to meet the response time goals set forth in the table below. RESPONSE TIME GOALS SEVERITY LEVEL DEFINITION RESPONSE TIME 1 Total System Failure - occurs when the System is not functioning and there is no workaround; such as a Central Server is down or when the workflow of an entire agency is not functioning. This level is meant to represent a major issue that results in an unusable System, Subsystem, Product, or critical features. No work around or immediate solution is available. Telephone conference within 1 Hour of initial voice notification 40 Subscription Services Agreement v.10.18.18 15 2 Critical Failure - Critical process failure occurs when a crucial element in the System that does not prohibit continuance of basic operations is not functioning and there is usually no suitable work-around. Note that this may not be applicable to intermittent problems. This level is meant to represent a moderate issue that limits a Customer’s normal use of the System, Subsystem, Product or major non-critical features. Telephone conference within 3 Business Hours of initial voice notification during normal business hours 3 Non-Critical Failure - Non-Critical part or component failure occurs when a System component is not functioning, but the System is still useable for its intended purpose, or there is a reasonable workaround. This level is meant to represent a minor issue that does not preclude use of the System, Subsystem, Product, or critical features. Telephone conference within 6 Business Hours of initial notification during normal business hours 4 Inconvenience - An inconvenience occurs when System causes a minor disruption in the way tasks are performed but does not stop workflow. This level is meant to represent very minor issues, such as cosmetic issues, documentation errors, general usage questions, and product or System Update requests. Telephone conference within 2 Standard Business Days of initial notification 6. MAINTENANCE Scheduled maintenance of CommandCentral Solutions will be performed periodically. Motorola will make commercially reasonable efforts to notify customers a week in advance. Unscheduled and emergency maintenance may be required from time to time. Motorola will make commercially reasonable efforts to notify customers of unscheduled or emergency maintenance 24 hours in advance. 7. DEVICES. If Customer elects Motorola’s service option for Devices, such service option will be governed by the additional terms and conditions set forth below in this Section. 7.1. For Devices to be eligible for the Device as a Service (“DaaS”) offering the Devices must be on the then current firmware version. The Capture Mobile Camera feature requires the latest version of the Android or iOS operating system. Additionally, Customer’s Wi-Fi network must comply with the requirements found below, Wi-Fi Network Requirements. If Customer’s Wi-Fi network does not comply with these requirements Customer will be responsible for additional costs that may be incurred related to bring the Wi-Fi network into compliance. 7.2. Smart Interface Device Refresh: Customers who have chosen a 5-year Term for the DaaS offering will receive a new version of the Device 30 months from the start of the Term or as soon as a new version is available. The new version Device must be in the same family as the previously selected model. The refresh will only include the Device. Any carry holders, batteries or other accessories will not be refreshed. The Devices being refreshed must be returned to Motorola within 60 days of the refreshed devices being shipped. The customer will be invoiced for any devices not returned or returned damaged or nonfunctional. Subject to Motorola’s receipt of all applicable fees for the 5-year service offering, on expiration of the 5-year term title to any covered Devices will pass to Customer. 41 Subscription Services Agreement v.10.18.18 16 7.3. If Customer elects a 5-year or greater Term for the DaaS offering, Motorola will provide the equipment necessary to enable the DaaS. Accessories for the Devices will not be provided and must be purchased separately, if desired. 7.4. Content will be downloadable at any time through the administrative interface during the Term of the Agreement. During the Initial Term, Motorola may provide general assistance as Customer learns to download or store content. After the Initial Term, additional storage term or assistance with downloading of content may be available for an additional fee. 7.5 Wi-Fi Network Requirements 7.5.1 If any of the below items apply, additional deployment services fees may apply:  Customer's internet is through county/city IT, strict firewall policies, not able to install software on PC's  Customer requires multiple upload locations through different internet providers at each site  Customer has slow internet (<20MBps or higher for 4k video upload)  Customer doesn't have Wi-Fi  Customer doesn't use Google Chrome or uses Google Chrome but has conflicting Chrome extensions  Customer requires multiple upload locations  Customer has multicast disabled on their wireless network  Customer wants to utilize MAC address filtering 7.5.2 The following are not supported:  Wi-Fi AP's do not support 802.11AC  Customer AP does not support DNS-SD, and/or the Apple Bonjour suite 42 Subscription Services Agreement v.10.18.18 17 EQUIPMENT SALE ADDENDUM This Addendum is to the Subscription Service Agreement or other previously executed Agreement currently in force, as applicable (“Primary Agreement”) and provides additional or different terms and conditions to govern the sale of equipment and related software provided by Motorola. The terms in this Addendum are integral to and incorporated into the Primary Agreement. To the extent there is a conflict between the terms and conditions of the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence, as to the inconsistency only. 1. Exhibits The Exhibits listed below are incorporated into and made a part of this Addendum. In interpreting this Addendum and resolving any ambiguities, the main body of this Addendum takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Documents included in the proposal and listed below as Exhibits are incorporated by this reference. Exhibit A Motorola “Software License Agreement” Exhibit B Motorola “Proposal/Quote dated June 29, 2018” or “Payment Schedule”, as applicable. 2. DEFINITIONS All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Primary Agreement. 2.1. “Product Price” means the price for the equipment and related Software and installation or related services, excluding applicable sales or similar taxes and freight charges. 2.2. “Effective Date” means that date upon which the last Party executes the Primary Agreement or, the date on which the last Party executes the Addendum, whichever is later. 2.3. “Equipment” means the equipment listed in the Equipment List that Customer purchases from Motorola pursuant to this Addendum. 2.4 “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. 2.5. “Motorola Software” means Software that Motorola or its affiliated company owns. 2.6. “Non-Motorola Software” means Software that another party owns. 2.7. “Open Source Software” (also called “freeware” or “shareware”) software with either freely obtainable source code, license for modification, or permission for free distribution. 2.8. “Products” mean the Equipment and Software sold by Motorola under this Addendum. 2.9. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, ideas and concepts, moral rights, processes, methodologies, tools, techniques, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Addendum and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.10. “Software” means the Motorola Software and Non-Motorola Software in object code format that is furnished with the Equipment. 43 Subscription Services Agreement v.10.18.18 18 2.11. “Specifications” means the functionality and performance requirements that are described in the Proposal/Quote or Technical and Implementation Documents (as applicable). 2.12 “Warranty Period” means one (1) year from the date of shipment of the Products. Notwithstanding, if a third party manufacturer offers a longer warranty period, such warranty will be passed through to Customer. 3. SCOPE AND TERM 3.1. SCOPE OF WORK. Motorola will provide and install (if applicable) the Products, and perform its other contractual responsibilities, all in accordance with this Addendum. Any reference to “Subscription Services” in the Primary Agreement shall mean Product as applicable in this Addendum. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Addendum. 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 the Primary Agreement or extended by mutual agreement of the Parties, the term of this Addendum begins on the Effective Date and continues until the expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Addendum, Customer may order additional Equipment or Software if it is then available. Each order must refer to the Primary Agreement and Addendum and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Addendum (except for pricing, delivery, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Payment is due within thirty (30) days after the invoice date, and 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 Addendum 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 https://businessonline.motorolasolutions.com and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. This Addendum does not cover maintenance or support of the Products except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. 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. 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). 44 Subscription Services Agreement v.10.18.18 19 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. Section 4 ACCEPTANCE, PERFORMANCE SCHEDULE AND DELAYS 4.1 Acceptance of the Products will occur upon delivery to Customer unless the statement of work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer’s use of the Products for their operational purposes will constitute acceptance. 4.2 If this Addendum includes the performance of services relating to the Product, the proposal/quote or statement of work will describe the performance schedule, or if there is no performance schedule, within a reasonable period of time. Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING 5.1. PRODUCT PRICE. The Product Price in U.S. dollars is set forth in Exhibit B and is due and payable upon Acceptance. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer for Products and for installation or related services when they are performed. Customer will make payments to Motorola within thirty (30) 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 Customer’s 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 and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. If Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; 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 contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer’s sites, Customer will ensure that these work sites 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 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 Products. Section 7 REPRESENTATIONS AND WARRANTIES 7.1. 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 Acceptance is delayed beyond six (6) months after shipment of the Products by events or causes within Customer’s control, this warranty expires eighteen (18) months after the shipment of the Products. 45 Subscription Services Agreement v.10.18.18 20 7.2. 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 that are applicable to 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 SUPERSEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. If Acceptance is delayed beyond six (6) months after shipment of the Software by events or causes within Customer’s control, this warranty expires eighteen (18) months after the shipment of the Software. 7.3. 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. 7.4. 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. 7.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 7.6. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS ADDENDUM 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 INDEMNIFICATION 10.1. 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 Addendum, 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 Addendum. 46 Subscription Services Agreement v.10.18.18 21 10.2. PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION 10.2.1. 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. 10.2.2. 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. 10.2.3. 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 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 Addendum; 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. 10.2.4. This Section 12 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 Addendum or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 10 are subject to and limited by the restrictions set forth in Section 11. Section 11 LIMITATION OF LIABILITY Except for personal injury, death or damage to tangible property, 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 ADDENDUM, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS ADDENDUM. This limitation of liability provision survives the expiration or termination of the Addendum and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Addendum may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. 47 Subscription Services Agreement v.10.18.18 22 Section 13 GENERAL 13.1. TAXES. The Contract Price does not include 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 thirty (30) 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. 13.2 MISCELLANEOUS. This addendum may be executed in multiple counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or 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, an electronic signature, a true and correct facsimile copy or computer image of this Addendum shall be treated as and shall have the same effect as an original signed copy of this document. 13.3 AUTHORITY TO EXECUTE ADDENDUM. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Addendum and to perform its duties under this Addendum; the person executing this Addendum on its behalf has the authority to do so; upon execution and delivery of this Addendum by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Addendum does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. The Parties hereby enter into this Addendum as of the Effective Date. Motorola Solutions, Inc. Customer By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________ 48 Subscription Services Agreement v.10.18.18 23 EXHIBIT A MOTOROLA SOFTWARE LICENSE AGREEMENT This Exhibit A Motorola Software License Agreement ("Agreement") is between Motorola Solutions, Inc. (“Motorola") and Orange County, North Carolina (“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 Addendum 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 proprietary software and affiliated 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 Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms 49 Subscription Services Agreement v.10.18.18 24 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; and (ii) identify the Open Source Software (or specify where that license may be found) 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 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 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 50 Subscription Services Agreement v.10.18.18 25 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. Unless otherwise stated in the Primary Agreement, 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. Notwithstanding, any warranty provided by a copyright owner in its standard license terms will flow through to Licensee for third party software provided by Motorola. 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 CPS and Motorola's 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. 51 Subscription Services Agreement v.10.18.18 26 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 COMMERCIAL COMPUTER SOFTWARE 9.1 This Section 9 only applies to U.S. Government end users. The Software, Documentation and updates are commercial items as that term is defined at 48 C.F.R. Part 2.101, consisting of “commercial computer software” and “computer software documentation” as such terms are defined in 48 C.F.R. Part 252.227-7014(a)(1) and 48 C.F.R. Part 252.227-7014(a)(5), and used in 48 C.F.R. Part 12.212 and 48 C.F.R. Part 227.7202, as applicable. Consistent with 48 C.F.R. Part 12.212, 48 C.F.R. Part 252.227- 7015, 48 C.F.R. Part 227.7202-1 through 227.7202-4, 48 C.F.R. Part 52.227-19, and other relevant sections of the Code of Federal Regulations, as applicable, the Software, Documentation and Updates are distributed and licensed to U.S. Government end users: (i) only as commercial items, and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions contained herein. 9.2 If Licensee is licensing Software for end use by the United States Government or a United States Government agency, Licensee may transfer such Software license, but only if: (i) Licensee transfers all copies of such Software and Documentation to such United States Government entity or interim transferee, and (ii) Licensee has first obtained from the transferee (if applicable) and ultimate end user an enforceable end user license agreement containing restrictions substantially identical to the ones contained in this Agreement. Except as stated in the foregoing, Licensee and any transferee(s) authorized by this subsection 9.2 may not otherwise use or transfer or make available any Motorola software to any third party nor permit any party to do so. 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 Equipment Sale Addendum. 52 Subscription Services Agreement v.10.18.18 27 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 of North Carolina. 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, 5, 6.4, 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 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. 53