MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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in accordance with required specifications, or services as specified herein or when applicable, in the scope of work attached to this Contract, and no additional compensation will be allowed therefore, unless otherwise provided for in this Contract. 32. Additional Terms and Conditions: 1. Scope of Contract: This Contract specifies the contractual terms and conditions by which the City will procure services from Contractor as further detailed in the Scope of Work as set forth in the Motorola Proposal, 2. Term of Contract: This Contract shall commence upon execution of this Contract and continue through the warranty period. This Contract may be renewed as set forth in paragraph 3 below. 3. Renewal: This Contract may be renewed by mutual written agreement of the Parties for three (3) additional one (1) year terms. The City does not have to give any reason if it elects not to renew. 4. Adjustments — Scope of Work: No adjustments made to the scope of work will be authorized without prior written approval of the City. The City's Project Manager is responsible for advising Motorola whether such approvals have been received. 5. Amendments — Changes/Extra Work: See Section 5 above. The Contractor shall make no changes to this Contract without the City's written consent. In the event that there are new or unforeseen requirements, the City with the Contractor's concurrence has the discretion to request official changes at any time without changing the intent of this Contract. If City - initiated changes or changes in laws or government regulations affect price, the Contractor's ability to deliver services, or the project schedule, the Contractor shall use reasonable efforts to give the City written notice no later than seven calendar days from the date the law or regulation went into effect or the date the change was proposed by the City and the Contractor was notified of the change. 6. Authorization Warranty: The Contractor represents and warrants that the person executing this Contract on behalf of and for the Contractor is an authorized agent who has actual authority to bind the Contractor to each and every term, condition and obligation of this agreement and that all requirements of the Contractor have been fulfilled to provide such actual authority. 7. Breach of Contract: The failure of the either Party to comply with any of the material provisions, covenants or conditions of this Contract shall be a breach of this Contract if the breaching Party fails to cure the non - compliance within thirty (30) days of notice of the alleged breach by non- breaching Party; such notice will provide reasonable details that describe the nature of the alleged breach. In such event the non - breaching Party may, and in addition to any other remedies available at law or in equity, terminate the Contract. 8. Civil Rights: Contractor attests that services provided shall be in accordance with the provisions of Title VI and Title VII of the Civil Rights Act of 1964, as amended; Section 504 of the Rehabilitation Act of t 973, as amended; the Age Discrimination Act of 1975 as amended; Title II of the Americans with Disabilities Act of 1990, and other applicable State and federal laws and regulations prohibiting discrimination on the basis of race, color, national origin, ethnic group identification, age, religion, marital status, sex or disability. 9. Conditions Affecting Work: The Contractor shall be responsible for taking all steps reasonably necessary to ascertain the nature and location of the work to be performed under this Contract and to know the general conditions which can affect the work or the cost thereof. Subj ect to Section 6 above, any failure by the Contractor to do so will not relieve Contractor from responsibility for successfully performing the work without additional cost to the City. City of Santa Ana MCC7500 P25 Dispatch Migration and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted Terms and Conditions 8 -8