MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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8. Beneficial Use: Motorola's ability to perform its implementation and testing responsibilities may be impeded if the City begins using the System before System Acceptance. Therefore, the City will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. The term "Beneficial Use" means when the City first uses the System for operational purposes (excluding training or testing). Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, the City assumes responsibility for the use and operation of the System. 91 Final Project Acceptance: Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the Parties will promptly memorialize this final event by means of a Final Project Acceptance Certificate. 10, Maintenance: During the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the console Equipment and support for the Motorola Software pursuant to the maintenance and support statements of work. (See Section 5 of the Motorola. Proposal.) Those services and support are included in the Contract Price. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to the maintenance, support or software services will be Motorola's standard Service Terms and Conditions, which are incorporated herein by this reference and a copy of which will be provided to the City upon request. If the City wishes to purchase additional maintenance and support services during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. Notwithstanding Sections 7.1 and 7.2 of the Price Book, the term "Warranty Period" for this transaction means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, for the console Equipment and one (1) year from the date of shipment for the subscriber radio Equipment. 11. Invoicing: The Contract Price will be paid via the disbursement of the financing proceeds pursuant to an Equipment Lease - Purchase Agreement executed between the City and Motorola Credit Corporation. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36- 1115800. 12. Title and Risk of Loss: Consistent with Section 4.2 of the Price Book, title to the Equipment will pass to the City upon delivery; title to Software will not pass to the City at any tome but is licensed in accordance with the applicable Software License Agreement (see Sections 3.6 and 3.7 of the Price Boole); risk of loss will pass to the City upon delivery of the Equipment to the City; and Motorola will pack and ship all Equipment in accordance with good commercial practices. 13. System Representation and Warranties: Motorola represents that the System will perform in accordance with the specifications as described in the Motorola Proposal and published product documentation in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RE interference or intermodulatiou; or the City changes the load usage or configuration outside the specifications, City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers QMotorola Solutions Confldential Restricted 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Terms and Conditions 8 -3