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Home My WebLink About2022-034-E-Emergency Svc-Motorola Solutions-VIPER System Upgrade DocuSign Envelope ID:C360A5DD-00137-461 F-A616-1309026FOB45 DATE(MM/DD/YYYY) A�o CERTIFICATE OF LIABILITY INSURANCE I 06/29/2021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED v REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. O w IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If - SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this 2 certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT a NAME: Aon Risk Services Central, Inc. Chicago IL office (A/C.No.Ext): (866) 283-7122 FAX No): (800) 363-0105 a 200 East Randolph E-MAIL p Chicago IL 60601 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Liberty Mutual Fire Ins Co 23035 Motorola solutions, Inc. INSURER B: Liberty Insurance Corporation 42404 Attn Eric Marsh 500 West Monroe INSURERC: Lloyd's Syndicate No. 4711 AA1120090 Chicago IL 60661 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570088157315 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADD SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY A X COMMERCIAL GENERAL LIABILITY TB 41 51 71 7 1 10710112022 EACH OCCURRENCE $5,000,000 CLAIMS-MADE X❑OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $5,000,000 GEN'L AGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $10,000,000 X POLICY PE ❑LOC PRODUCTS-COMP/OP AGG $10,000,000 00 00 0 OTHER: � A As2-641-005169-011 07/01/2021 07/01/2022 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $5,OOO,OOO Ea accident X ANYAUTO BODILY INJURY(Per person) C Z OWNED SCHEDULED BODILY INJURY(Per accident) N AUTOS ONLY AUTOS jp HI RED AUTOS NON-OWNED PROPERTY DAMAGE V ONLY AUTOS ONLY Per accident — N UMBRELLA LIAB OCCUR EACH OCCURRENCE V EXCESS LIAB CLAIMS-MADE AGGREGATE DED RETENTION B WORKERS COMPENSATION AND WA764DO05169081 07/01/2021 07/01/2022 X I PER STATUTE I OTH- EMPLOYERS'LIABILITY ER Y/N All Other States ANY PROPRIETOR/PARTNER/EXECUTIVE N N/A WC7641005169091 07/Ol/2021 07/Ol/2022 E.L.EACH ACCIDENT $1,OOO,OOO B OFFICER/MEMBER EXCLUDED? (Mandatory in NH) WI E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000—_—_ C E&O-MPL-Primary FSCE02100661 07/01/2021 07/01/2022 Each Claim $5,000000-- Professional/Cyber/E&O Policy Aggregate $5,000:000 � DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Evidence of Coverage. �a x= -a �J CERTIFICATE HOLDER CANCELLATION ; r� SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Motorola solutions, Inc. AUTHORIZED REPRESENTATIVE 500 West Monroe - Chicago IL 60661 USA ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 ORANGE ..IFECYCLE SUSTAINMENT SERVICES W MOTOROLA SOLUTIONS The design,technical,pricing,and other information("Information')furnished with this submission is proprietary information of Motorola Solutions,Inc. ("Motorola")and is submitted with the restriction that it is 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 Information without the express written permission of Motorola.Errorl Unknown document property name. 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 the property of their respective owners.©2016 Motorola Solutions,Inc.All rights reserved. DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 VIPER SUAIII 2/22/ 2019 Dinah Jeffries Orange County Emergencies Director 510 Meadowlands Dr. Hillsborough, NC 27278 Subject: VIPER SUAIII Dear Dinah: Motorola Solutions, Inc. ("Motorola Solutions") is pleased to have the opportunity to provide Orange County with quality communications equipment and services. The Motorola Solutions project team has taken great care to propose a solution that will meet your needs with our VIPER SUAIII Console Upgrade Contract. The VIPER Statewide Radio Network was just recently upgraded to Motorola software version 7.17.3 and now beginning in March all dispatch centers and PSAP'S with VIPER MCC7500 consoles will be upgraded to match the version software in order to continue operation on the VIPER Network. Logging equipment connected to the upgrade is not included . VIPER signed a SUAIII with Motorola that will run 9 years with a system upgrade to the latest version every three years. I have included a 5 year contract that will need to be renewed to match the 9 year commitment. Motorola has included in this proposal your SUAIII Pricing,Contract, and Sow. Any questions can be directed to your Motorola Solutions Senior Account Executive, Brandon Field, at 803 807-6219 or Chad Benson your Motorola Customer Service Manager at 910 990-0884 We thank you for the opportunity to furnish Orange County with "best in class" solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, Motorola Solutions, Inc. Scott Hopkins Area Sales Manager North Carolina DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 VW MOTOROLA SOLUTIONS The design,technical,pricing,and other information("Information')furnished with this submission is proprietary information of Motorola Solutions,Inc. ("Motorola")and is submitted with the restriction that it is 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 Information without the express written permission of Motorola.Errorl Unknown document property name. 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 the property of their respective owners.©2016 Motorola Solutions,Inc.All rights reserved. DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 TABLE OF CONTENTS Cover Letter Section 1 Land Mobile Radio Lifecycle Sustainment....................................................................................... 1-1 1.1 Overview ......................................................................................................................... 1-1 1.2 System Upgrade Agreement III........................................................................................ 1-2 Section 2 LifecycleStatement of Work ........................................................................................................... 2-1 ASTRO 25 System Upgrade Agreement II (SUA III) Statement of Work ..................................... 2-1 Appendix A—ASTRID 25 STANDARD System Release Upgrade Paths..................................... 2-7 Appendix B - System Pricing Configuration................................................................................. 2-8 Section 3 Lifecycle Management Pricing ...................................................................................................... 3-10 Section 4 SUAIII AGREEMENT...................................................................................................................... 4-1 © MOTOROLA SOLUTIONS The design,technical,pricing,and other information("Information")furnished with this submission is proprietary information of Motorola Solutions,Inc. ("Motorola")and is submitted with the restriction that it is 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 Information without the express written permission of Motorola.Error!Unknown document property name. 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 the property of their respective owners.©2016 Motorola Solutions,Inc.All rights reserved. DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 SECTION 1 LAND MOBILE RADIO LIFECYCLE SUSTAINMENT 1 .1 OVERVIEW Lifecycle management of your Land Mobile Radio network(LMR network), also referred to as ASTRO 25 system, is critical to keeping it secure, operational, expandable,and up-to-date. Throughout the lifecycle of your LMR network,maintenance and sustainment activities will be required. (Refer to the diagram below.) Some activities will occur daily(for example,network health monitoring),as needed(for example, lightning strike damages equipment),while others will occur in accordance with the cadence of your lifecycle plan(for example,periodic updates of computers and software). Through a lifecycle sustainment plan and with custom-tailored lifecycle products and services your LMR network will be able to support your communications requirements well into the future. ■Product Repair ■Channel,Site, ■Nietwo6 Monitoring dispatch,subscriber add-ons •Preventative Support Maintenance Maintain Enhancement ■Feature additions (i.e.TDMA,DSR) L 1�CfiyflC Management •QS Security Patching Security and Software Release •Anti-Virus/Intrusion InformationMaintenance Detection Assurance L � ■obsolescent HW ■Federal Security Management Compliance J Your ASTRO 25 LMR network is an integrated end-to-end solution that delivers mission-critical LMR services. The foundation of the ASTRO 25 network is an information technology(IT)based call processing core that incorporates both Motorola and third-party Original Equipment Manufacturer(OEM) software and hardware components. These components follow typical IT industry lifecycles and eventually require replacement due to obsolescence.As with IT computing platforms and other enterprise business systems,the pace of technology obsolescence is primarily driven by commercial OEM products that frequently change and transition into declining levels of support and availability. Consequently, systems without a plan for regular updates can become increasingly difficult and expensive to repair and may also become more vulnerable to security attacks. Additionally,un-updated systems may not be able to take advantage of advancements in VIPER SUA III 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Land Mobile Radio Lifecycle Sustainment 1-1 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 technology that provide enhanced features and performance and may be limited in their ability to expand. Development of a lifecycle sustainment plan provides a roadmap for anticipating and implementing actions to address obsolescence and support limitations. A well developed lifecycle sustainment plan provides these benefits: 1. Operations sustainment: Ability to maintain highest level of performance and functionality of system operations. 2. Network security and information assurance: Protection against system vulnerabilities that may compromise network security and confidential information. Compliance to these security requirements (MIST 800-53, NENA NG911, DHS 4300, DOD 8500.2, etc). 3. Support for growth and expansion: Ability to add users, channels and features; expand system coverage and capabilities and/or add-on new agencies. 4. Fiscal stability: Planned fiscal approach for system maintenance mitigating risk of unplanned expenses. Inability to fund required maintenance services can result in degradation of operation. 5. CapEx Return on Investment (ROI): Protection against premature deterioration and obsolescence and extension of the system lifespan, thereby reducing the total cost of ownership. 1.2 SYSTEM UPGRADE AGREEMENT III In order to keep your LMR system current we offer the System Upgrade Agreement III(SUA IIII). This is a complete package of hardware, software,and professional services required to update the ASTRO 25 system,up to once in a three-year period,to a level consistent with the currently supported release under the Motorola Software Support Program. Updates to software (and occasionally)hardware components ensure ongoing availability of repair services support, system expansion(e.g. addition of RF sites,dispatch positions,data sub-systems, or network management positions), and the latest cyber security protection. The SUA III provides a consistent,budgeted solution that delivers complete update coverage while transferring risk associated with integrating future(unknown today)technology to Motorola. Included features Features Descriptions Platform Release— (New System Release) Ex. A7.16 to Platform Release A7.17 ✓ Incremental Enhancements (Orderable Features and Bug Fixes) - Ex. A7.17.1 ✓ Factory-certified integration, testing, and supply chain management of new software ✓ (SW) and hardware (HW) components Platform HW and SW update in a 3-year period'2 ✓ Professional implementation services to upgrade your live system ✓ As major system releases become available, Motorola will provide you with the software, hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year period for your ASTRO 25 system. 2 Hardware updates include version updates and/or replacements for Motorola field replaceable units(FRU)and third-party networking and computing hardware when required by the software VIPER SUA III 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Land Mobile Radio Lifecycle Sustainment 1-2 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 release. Platform migration like replacement of Gold Elite consoles and QUANTAR base radios are not included in this update. • Incremental enhancements may include Motorola software bug fixes and new orderable/purchasable features. • Platform releases include commercial OS and application software updates as well as Motorola system release software to improve the system functionality and operation from previous releases as well as significant new feature enhancements that are available for purchase. • Implementation services include factory integration and testing of new HW and SW components, upgrade planning,and Motorola personnel at customer site to execute upgrade. VIPER SUA III 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Land Mobile Radio Lifecycle Sustainment 1-3 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 SECTION 2 EXHIBIT B Lit CCYCLE STATEMENT OF WORK The following SUA III Statement of Work fully describes the SUA III offering. ASTRO 25 SYSTEM UPGRADE AGREEMENT II (SUA III) STATEMENT OF WORK 1.0 Description of Service and Obligations 1.1 As system releases become available,Motorola agrees to provide the Customer with the software, hardware and implementation services required to execute up to one system infrastructure upgrade in a three-year period for their ASTRO 25 system. At the time of the system release upgrade,Motorola will provide applicable patches and service pack updates when and if available. Currently,Motorola's service includes 3rd party SW such as Microsoft Windows and Server OS,Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Motorola will only provide patch releases that have been analyzed,pre-tested, and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do not interfere with the ASTRO 25 network functionality. 1.2 The Customer will have, at its option,the choice of upgrading in either Year 1 or Year 2 or Year 3 of the coverage period. To be eligible for the ASTRO 25 SUA 111, the ASTRO 25 system must be at system release 7.7 or later. 1.3 ASTRO 25 system releases are intended to improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola's option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. System release software and hardware shall be pre-tested and certified in Motorola's Systems Integration Test lab. 1.4 The price quoted for the SUA III requires the Customer to choose a certified system upgrade path from the list of System Release Upgrade Paths available to the Customer as per the system release upgrade chart referenced and incorporated in Appendix A. Should the Customer elect an upgrade path other than one listed in Appendix A,the Customer agrees that additional costs may be incurred to complete the implementation of the certified system upgrade. In this case,Motorola agrees to provide a price quotation for any additional materials and services necessary. 1.5 ASTRO 25 SUA III entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. 1.6 The following ASTRO 25 certified system release software for the following products are covered under this ASTRO 25 SUA III: base stations, site controllers, comparators,routers,LAN switches, servers, dispatch consoles,logging equipment,network management terminals, Network Fault Management("NFM")products,network security devices such as firewalls and intrusion detection sensors,and associated peripheral infrastructure software. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-1 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 1.7 Product programming software such as Radio Service Software("RSS"),Configuration Service Software("CSS"), and Customer Programming Software("CPS") are also covered under this SUA III. 1.8 ASTRO 25 SUA III makes available the subscriber radio software releases that are shipping from the factory during the SUA III coverage period.New subscriber radio options and features not previously purchased by the Customer are excluded from ASTRO 25 SUA III coverage. Additionally, subscriber software installation and reprogramming are excluded from the ASTRO 25 SUA III coverage. 1.9 Motorola will provide certified hardware version updates and/or replacements necessary to upgrade the system with an equivalent level of functionality up to once in a three-year period. Hardware will be upgraded and/or replaced if required to maintain the existing feature and functionality. Any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. Unless otherwise stated,platform migrations such as,but not limited to, stations, consoles, backhaul,civil,network changes and additions, and managed services are not included. 1.10 The following hardware components, if originally provided by Motorola, are eligible for full product replacement when necessary per the system release upgrade 1.10.1 Servers 1.10.2 PC Workstations 1.10.3 Routers 1.10.4 LAN Switches 1.11 The following hardware components,if originally provided by Motorola, are eligible for board- level replacement when necessary per the system release upgrade. A"board-level replacement" is defined as any Field Replaceable Unit("FRU") for the products listed below: 1.11.1 GTR 8000 Base Stations 1.11.2 GCP 8000 Site Controllers 1.11.3 GCM 8000 Comparators 1.11.4 MCC 7500 Console Operator Positions 1.11.5 STR 3000 Base Stations 1.11.6 Quantar Base Stations 1.11.7 Centracom Gold Elite Console Operator Interface Electronics 1.11.8 Centracom Gold Elite Central Electronics Banks 1.11.9 Ambassador Electronics Banks 1.11.10 Motorola Gold Elite Gateways 1.11.11 ASTROTAC Comparators 1.11.12 PSC 9600 Site Controllers 1.11.13 PBX Switches for Telephone Interconnect 1.11.14 NFM/NFM XC/MOSCAD RTU 1.12 The ASTRO 25 SUA III does not cover all products. Refer to section 3.0 for exclusions and limitations. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-2 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 1.13 Motorola will provide implementation services necessary to upgrade the system to a future system release with an equivalent level of functionality up to once in a three-year period. Any implementation services that are not directly required to support the certified system upgrade are not included. Unless otherwise stated, implementation services necessary for system expansions, platform migrations, and/or new features or functionality that are implemented concurrent with the certified system upgrade are not included. 1.14 As system releases become available,Motorola will provide up to once in a three-year period the following software design and technical resources necessary to complete system release upgrades: 1.14.1 Review infrastructure system audit data as needed. 1.14.2 Identify additional system equipment needed to implement a system release, if applicable. 1.14.3 Complete a proposal defining the system release, equipment requirements, installation plan, and impact to system users. 1.14.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 1.14.5 Program management support required to perform the certified system upgrade. 1.14.6 Field installation labor required to perform the certified system upgrade. 1.14.7 Upgrade operations engineering labor required to perform the certified system upgrade. 1.15 ASTRO 25 SUA III pricing is based on the system configuration outlined in Appendix B. This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 SUA III price adjustment. 1.16 The ASTRO 25 SUA III applies only to system release upgrades within the ASTRO 25 7.x platform. 1.17 Motorola will issue Software Maintenance Agreement("SMA")bulletins on an annual basis and post them in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. 2.0 Upgrade Elements and Corresponding Party Responsibilities 2.1 Upgrade Planning and Preparation: All items listed in this section are to be completed at least 6 months prior to a scheduled upgrade. 2.1.1 Motorola responsibilities 2.1.1.1 Obtain and review infrastructure system audit data as needed. 2.1.1.2 Identify additional system equipment needed to implement a system release,if applicable. 2.1.1.3 Complete a proposal defining the system release, equipment requirements,installation plan, and impact to system users. 2.1.1.4 Advise Customer of probable impact to system users during the actual field upgrade implementation. 2.1.1.5 Inform Customer of high speed internet connection requirements. 2.1.1.6 Assign program management support required to perform the certified system upgrade. 2.1.1.7 Assign field installation labor required to perform the certified system upgrade. 2.1.1.8 Assign upgrade operations engineering labor required to perform the certified system upgrade. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-3 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 2.1.1.9 Deliver release impact and change management training to the primary zone core owners,outlining the changes to their system as a result of the upgrade path elected. This training needs to be completed at least 12 weeks prior to the scheduled upgrade. This training will not be provided separately for user agencies who reside on a zone core owned by another entity. Unless specifically stated in this document,Motorola will provide this training only once per system. 2.1.2 Customer responsibilities 2.1.2.1 Contact Motorola to schedule and engage the appropriate Motorola resources for a system release upgrade. 2.1.2.2 Provide high-speed internet connectivity at the zone core site(s) for use by Motorola to perform remote upgrades and diagnostics. High- speed internet connectivity must be provided at least 12 weeks prior to the scheduled upgrade. In the event access to a high-speed connection is unavailable,Customer may be billed additional costs to execute the system release upgrade. 2.1.2.3 Assist in site walks of the system during the system audit when necessary. 2.1.2.4 Provide a list of any FRUs and/or spare hardware to be included in the system release upgrade when applicable. 2.1.2.5 Purchase any additional software and hardware necessary to implement optional system release features or system expansions. 2.1.2.6 Provide or purchase labor to implement optional system release features or system expansions. 2.1.2.7 Participate in release impact training at least 12 weeks prior to the scheduled upgrade. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.2 System Readiness Checkpoint: All items listed in this section must be completed at least 30 days prior to a scheduled upgrade. 2.2.1 Motorola responsibilities 2.2.1.1 Perform appropriate system backups. 2.2.1.2 Work with the Customer to validate that all system maintenance is current. 2.2.1.3 Work with the Customer to validate that all available patches and antivirus updates have been updated on the customer's system. 2.2.2 Customer responsibilities 2.2.2.1 Validate system maintenance is current. 2.2.2.2 Validate that all available patches and antivirus updates to their system have been completed. 2.3 System Upgrade 2.3.1 Motorola responsibilities VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-4 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 2.3.1.1 Perform system infrastructure upgrade in accordance with the system elements outlined in this SOW. 2.3.2 Customer responsibilities 2.3.2.1 Inform system users of software upgrade plans and scheduled system downtime. 2.3.2.2 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. 2.4 Upgrade Completion 2.4.1 Motorola responsibilities 2.4.1.1 Validate all certified system upgrade deliverables are complete as contractually required. 2.4.1.2 Deliver post upgrade implementation training to the customer as needed,up to once per system. 2.4.1.3 Obtain upgrade completion sign off from the customer. 2.4.2 Customer Responsibilities 2.4.2.1 Cooperate with Motorola in efforts to complete any post upgrade punch list items as needed. 2.4.2.2 Cooperate with Motorola to provide relevant post upgrade implementation training as needed. This applies only to primary zone core owners. It is the zone core owner's responsibility to contact and include any user agencies that need to be trained or to act as a training agency for those users not included. 2.4.2.3 Provide Motorola with upgrade completion sign off. 3.0 Exclusions and Limitations 3.1 The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA III, unless otherwise agreed in writing by Motorola and included in this SOW. 3.2 The parties acknowledge and agree that the ASTRO 25 SUA III does not cover the following products: ■ MCC5500 Dispatch Consoles ■ MIP5000 Dispatch Consoles ■ Plant/Vesta/E911 Systems ■ MOTOBRIDGE Solutions ■ ARC 4000 Systems ■ Motorola Public Sector Applications Software("PSA") ■ Custom SW, CAD,Records Management Software ■ Data Radio Devices ■ Mobile computing devices such as Laptops ■ Non-Motorola two-way radio subscriber products ■ Genesis Products ■ Point-to-point products such as microwave terminals and association multiplex equipment 3.3 ASTRO 25 SUA III does not cover any hardware or software supplied to the Customer when purchased directly from a third party,unless specifically included in this SOW. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-5 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 3.4 ASTRO 25 SUA III does not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system,or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti-virus or other security applications(such as Norton or McAfee). 3.5 Upgrades for equipment add-ons or expansions during the term of this ASTRO 25 SUA III are not included in the coverage of this SOW,unless otherwise agreed to in writing by Motorola. 4.0 Special provisions 4.1 Customer acknowledges that if its System has a Special Product Feature,additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature. Upon request,Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA 111. 4.2 Customer will only use the software(including any System Releases)in accordance with the applicable Software License Agreement. 4.3 ASTRO 25 SUA III services do not include repair or replacement of hardware or software that is necessary due to defects that are not corrected by the system release,nor does it include repair or replacement of defects resulting from any nonstandard,improper use or conditions; or from unauthorized installation of software. 4.4 ASTRO 25 SUA III coverage and the parties' responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer's system or discontinues the ASTRO 25 SUA III program; in either case,Motorola will refund to Customer any prepaid fees for ASTRO 25 SUA III services applicable to the terminated period. 4.5 If Customer cancels a scheduled upgrade within less than 12 weeks of the scheduled on site date,Motorola reserves the right to charge the Customer a cancellation fee equivalent to the cost of the pre-planning efforts completed by the Motorola Solutions Upgrade Operations Team. 4.6 The SUA III annualized price is based on the fulfillment of the three-year term. If Customer terminates, except if Motorola is the defaulting party,Customer will be required to pay for the balance of payments owed if a system release upgrade has been taken prior to the point of termination. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-6 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 APPENDIX A - ASTRO 25 STANDARD SYSTEM RELEASE UPGRADE PATHS UpgradePlatform Certified Release Pre-7.7 7.7 Upgrade to Current Release 7.8 7.9 7.11 NA 7.14 7.13 7.14 7.15 7.14 7.15 7.16 7.15 7.16 7.17 7.16 7.17 7.18 7.17 7.18 7.19 (Planned) • The information contained herein is provided for information purposes only and is intended only to outline Motorola's presently anticipated general technology direction. The information in the roadmap is not a commitment or an obligation to deliver any product,product feature or software functionality and Motorola reserves the right to make changes to the content and timing of any product,product feature or software release. • The most current system release upgrade paths can be found in the most recent SMA bulletin. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-7 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 APPENDIX B - SYSTEM PRICING CONFIGURATION This configuration is to be reviewed annually from the contract effective date. Any change in system configuration may require an ASTRO 25 SUA III price adjustment. Master Site Configuration (M1, M2, M3, L1, L2, K1, K2) M3 #of Master Sites #of DSR Sites System Level Feature Inputs ISSI 8000/CSSI 8000-Total #of Servers (2 if redundant and/or DSR) # MOSCAD NFM RTU (typically 1 per site location) #of Total Network Management Clients # MOSCAD NFM/SDM Clients Does Customer have Unified Network Services (UNS)?(Yes=1, No=O) (ex: POP25, Presence Notifier,Text Messaging, Outdoor Location, KMF/OTAR) Telephone Interconnect (One per system) InfoVista -Transport Network Performance Service (One per system) Security Inputs #of Firewalls in System #of Intrusion Detection Sensors (IDS)? Does system have Centralized Event Logging [SysLog]? (Yes=1, No=O) Does system have Zone Core Protection (ZCP)? (Yes=1, No=O) Does system have Radio Authentication?(Yes=1, No=O) Does system have Information Assurance (IA) Master? Does system have Information Assurance (IA) Remote? RF Site Inputs #Simulcast Prime Sites (including co-located/redundant) # RF Sites (includes Simulcast sub-sites, ASR sites, HPD sites) #Stations=GTR #Stations= HPD #Stations=Quantar #Stations=STR #SmartX Site Converters Dispatch Site Inputs #of Dispatch Site Locations 2 #Gold Elite Consoles # MCC 7500 (GPIOM) # MCC 7500 (VPM) 11/7 # MCC 7100 #of MIP 5000 #AIS (GPIOM) #AIS (VPM) 2 #of CCGWs 4/4 VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-8 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 Subscriber Inputs #Voice Subscribers Training-Included in All SUA&SUAII Quotes-This is auto-calculated Training: Impact Training (1 Day) Training: Implementation Training (3 Days) Third Party Inputs Does the customer have Nice Logging recorders? (IP,Telephony, or Analog) Does the customer have Eventide Logging recorders? (IP,Telephony, or Analog) Does the customer have Mach Alert? (from DCR) Does the customer have Genesis applications? VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-9 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 SECTION 3 EXHIBIT C LIFECYCLE MANAGEMENT PRICING The table below summarizes annual pricing for Five years,providing up to upgrade in that Five year period. Customer will make payments to Motorola annually in advance of each defined yearly cycle. The initial payment will be billed upon the contract effective date, and annually thereafter. The annual pricing summary is defined below. Payments are due within thirty(30)days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following payment schedule. 11 console Positions $21,413.73 starts in July of 2019 7 Console Positions $ 11,283.80 starts in December of 2019 Productsifecycle . JJJJLJ.�2022 System Upgrade Agreement SUA III $98,092.59 ProductsMifecycle - i System Upgrade Agreement SUA III $98,092.59 $98,092.59 $294,277.77 VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 3-10 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 SECTION 4 SUAIII Agreement Motorola Solutions, Inc. ("Motorola") and Orange County, ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System Upgrade Services, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows. SECTION 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through C will be resolved in their listed order. Exhibit A Motorola Software License Agreement Exhibit B Motorola's Proposal, SUAIII Statement of Work Exhibit C Pricing and Payment Schedule Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Confidential Information" means all information consistent with the fulfillment of this Agreement that is (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. The nature and existence of this Agreement are considered Confidential Information. 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. 2.2. "Effective Date" means that date upon which the last Party executes this Agreement. 2.3. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.4. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.5. "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") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.8 "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment, and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.9 "Services" means those installation, maintenance, support, training, and other services described in this Agreement. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-1 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 2.10 "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. The term of this Agreement begins on the Effective Date. Section 4 SCOPE OF SERVICES AND TERM 4.1. SCOPE OF WORK. Motorola will provide the Services described in this Agreement and Exhibit B. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. The Customer will not be issuing a Purchase Order (PO) or any other Notice to Proceed (NTP) for the entirety of this contract. Customer plans to appropriate according to the Exhibit C Payment Schedule and payments can be processed solely against this Agreement. 4.2. 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 described in Exhibit B, and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 4.3 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. 4.4. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 4.5. INSTRINSICALLY SAFE EQUIPMENT. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6 TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues for nine (9) years. Section 5 EXCLUDED SERVICES Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. The SUAIII Statement of Work also includes various exclusions and limitations on the services. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-2 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs Service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses. Section 7 CONTRACT PRICE, PAYMENT AND INVOICING 7.1. CONTRACT PRICE. The Contract Price in U.S. dollars is, and shall not exceed $294,277.77. The Contract Price includes the Equipment, Software and Services provided under this Agreement, excluding applicable sales or similar taxes and freight charges. Motorola has priced the Equipment, Software, and Services as defined in the Exhibits. Any change to the quantities or scope defined in the Exhibits may affect the overall Contract Price. Further, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed. Should the annual inflation rate increase greater than 5% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 5%. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics for the Midwest Region Consumer Price Index (http://www.bls.gov/ro5/cpimid.htm), all items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. 7.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer in advance of each payment period, according to Exhibit C and Customer will make payments to Motorola within (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 reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 7.3 FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title to Software will not pass to Customer at any time. SECTION 8 WARRANTY 8.1. SERVICE WARRANTY. Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. 8.2. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SECTION 9 DEFAULT/TERMINATION 9.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-3 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 9.2. If a defaulting Party fails to cure the default as provided above in Section 9.1, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. 9.3. In the event Customer elects to terminate this Agreement for any reason other than default, Customer shall pay Motorola for the conforming Equipment and/or Software delivered and all services performed. SECTION 10 LIMITATION OF LIABILITY 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 the Equipment, Software, or Services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. 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. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. SECTION 11 EXCLUSIVE TERMS AND CONDITIONS 11.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 11.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties. SECTION 12 CONFIDENTIALITY 12.1 Confidentiality Obligation. Each party is a disclosing party("Discloser") and a receiving party("Recipient") under this Agreement. During the term of this Agreement and for a period of three (3) years from the date of expiration or termination of this Agreement, recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms substantially similar to those in this Agreement; (iii) not reverse engineer, de-compile or disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (v) promptly notify discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (vi) only use the Confidential Information as needed to fulfill this Agreement. 12.2. Required Disclosure. If a recipient is required to disclose Confidential Information pursuant to applicable law, statute, or regulation, or court order, the recipient will give to the discloser prompt written notice of the VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-4 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 request and a reasonable opportunity to object to such disclosure and seek a protective order or appropriate remedy. If, in the absence of a protective order, the recipient determines, upon the advice of counsel, that it is required to disclose such information, it may disclose only Confidential Information specifically required and only to the extent required to do so. 12.3. Confidential Exceptions. Recipient is not obligated to maintain as confidential, Confidential Information that recipient can demonstrate by documentation (i) is now available or becomes available to the public without breach of this Agreement; (ii) is explicitly approved for release by written authorization of discloser; (iii) is lawfully obtained from a third party or parties without a duty of confidentiality; (iv) is known to the recipient prior to such disclosure; or (v) is independently developed by recipient without the use of any discloser's Confidential Information or any breach of this Agreement. 12.4. Ownership and Retention. All Confidential Information remains the property of the discloser and will not be copied or reproduced without the express written permission of the discloser, except for copies that are absolutely necessary in order to fulfill this Agreement. Within ten (10) days of receipt of discloser's written request, recipient will return all Confidential Information to discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, recipient may retain one (1) archival copy of the Confidential Information that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the Confidential Information is granted other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. The discloser warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement. Section 13 PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement(a "Dispute"). 15.1 GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of North Carolina. 15.2 NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-5 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 15.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 15.4 LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 15.5 CONFIDENTIALITY. All communications pursuant to subsections 14.2 and 14.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. SECTION 16 GENERAL 16.1 TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within 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. 16.2 ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-6 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Orange County Attn: Judy Jean-Pierre, Sr. Counsel Attn: Legal, Government Affairs & Corporate Communications 500 West Monroe Street, 43rd Floor Chicago, IL 60661 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations or those of any other federal, state, or local government agency, required for the installation, maintenance, or operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11 MATERIALS, TOOLS AND EQUIPMENT. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. 16.12 FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 16.13 SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 4.3 (Motorola Software); Section 4.4 (Non-Motorola Software); if any payment obligations exist, Section 7 (Contract Price and Payment); Subsection 8.2 (Disclaimer of Implied Warranties); Section 10 (Limitation of Liability); and Section 12 (Confidentiality); Section 13 (Preservation of Motorola Proprietary Right; Section 15 (Disputes); and all of the General provisions in Section 16. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-7 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Orange County DocuSigned by: DocuSigned by: �t,aln, �Inf J°�eln,l�,i� (�awtw�t,v'sl.t,�j By. 2442C6C40E7240 By' 0637994R755F477 Name:Name: Sean Fritchey Bonnie Hammersley Title: Regional Service Manager Title: County Manager Date: 12/30/2021 Date: 1/25/2022 VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-8 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 EXHIBIT A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc. ("Motorola") and Orange County("Licensee"). For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability" means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-9 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or(ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ("Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the 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 VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-10 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport®software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-11 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. 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 VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-12 DocuSign Envelope ID:C360A51DD-00137-461 F-A616-1309026FOB45 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, 6.3, 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. VIPER SUAIII 22 Feburary 2019 Lifecycle Sustainment Services Use or disclosure of this proposal is subject to the restrictions on the cover page. © Motorola Solutions Confidential Restricted Lifecycle Management Pricing 4-13 DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 Attachment A AMENDMENT TO SERVICE AGREEMENT This is an Amendment to the Service Terms and Conditions entered into by Orange County, a local political subdivision of the State of North Carolina ("Customer") and Motorola Solutions, Inc. ("Motorola"), Contract Number: USC000003396. 1. Governing Law. This Agreement and the duties,responsibilities, obligations, and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement, Motorola affirms that Motorola and any of their subcontractors are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement,Motorola certifies that they have not been identified and have not utilized any agent or subcontractor's services on the list created by the State Treasurer according to G.S. 147-86.58. By executing this Agreement, Motorola certifies that they have not been identified and have not utilized any agent or subcontractor's services identified on the list created by the State Treasurer according to G.S. 147-86.81. 2. Non Appropriation. Motorola acknowledges that Customer is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Customer's obligations during the term of this Agreement, the Customer agrees to provide Motorola with immediate notice, and this contract terminated on the last day of the fiscal year, funds were appropriated. The Customer will be responsible for services performed and equipment delivered up to the date of notice of non-appropriation of funds. The Customer shall have no further legal obligation according to this Agreement. 3. This Paragraph Supersedes Paragraph 10.3 of the Service Agreement. Termination. The Customer may terminate this Agreement based upon Motorola's material breach of this Agreement;provided, Motorola has taken all reasonable actions to remedy the breach. The Customer shall give Motorola thirty (30) days' prior written notice of its intent to terminate this Agreement for cause. In the event of termination, Motorola shall be paid that portion of the fees and expenses that it has earned by the date of termination, less any reasonable costs or expenses incurred by the Customer due to errors or omissions directly caused by Motorola. The payment of any funds by the Customer under this Agreement or the waiver by the Customer of any breach of this Agreement shall not constitute a waiver of any claim for reasonable damages by the Customer for any breach of this Agreement. 4. Non-Discrimination. Motorola shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations, including but not limited to all state DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy(each policy is incorporated herein by reference and may be viewed at http://www.oran eg countync. o�partments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement, and the County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not restrict the definition of a breach to discrimination. 5. Signatures. This Agreement, together with any amendments or modifications, may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. IN WITNESS WHEREOF,the Parties,by and through their authorized agents,have hereunder set their hands and seal, all as of the day and year entered in the Original Service Agreement. For Motorola Solutions, Inc.: For Orange County: DocuSigned by: DocuSigned by: S MA, rvif(�" l�etn k it- l�Wmt,vlbt 244E6G40-E-724-0R... ... Sean 'Fri tchey Bonnie Hammersley, County Manager Regional Service Manager DocuSign Envelope ID:C360A5DD-OOB7-461F-A616-1309026FOB45 ORANGE COUNTY---DEPARTMENT USE ONLY---HARD COPY ONLY Department Party/Vendor Name: Motorola Solutions Party/Vendor Contact Person: Chad Benson Contact Phone:910-990-0884 Party/Vendor Address: 500 W Monroe St City Chicago State: IL Zip: 60661 Department: Emergency Services - 911 Amount: 98,092.59 Purpose: VIPER System Upgrade Budget Code(s): 35755120-630000, 10755020-625000 Vendor#52626 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑No® Contract Type: (Check one) New❑ Renewal® Amendment ❑ Effective Date budget Approved by Board Yes®No❑ Agenda Date: This Agreement is approved as to tec ' abmm%d content: Department Director's Signature 66� SWAAjtYS Date: 12/30/2021 Information Technolouies (Applicable only to hardware/software purchases or related services)This Agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer Date: Risk Management This Agreement is approved f * Q� "a)spf insurance standards,specifications,and requirements: Office of Risk Management tSA. COVInt.{fb Date: 12/30/2021 Financial Services This instrument has been pre-audited i e W1V! ?fty'uired by the Local Government Budget and Fiscal Control Act: fl- '� s°" 1/20/2022 Office of the Chief Financial Officer N7f]4,81ACC1409 Date: Legal Services This Agreement is approved as t nn gad..u__faIm and sufficiency: Office of the County Attorney 'Va'L6 Vbr 1/25/2022 Date: Clerk to the Board Received for record retention: Office of the Clerk to the Board Date: Revised 10/17