MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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NOT WARRANT THAT LICENSEE'S USE OF THE MOTOROLA SOFTWARE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR -FREE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. Section 8 Conflicts of Interest Motorola shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict of interest of the County or other third parties named in Exhibit C. This obligation shall apply to Motorola's employees, agents, relatives, sub -tier contractors, and third parties associated with the Equipment and Software in this Agreement. Motorola may not make, receive, provide, or offer gifts, entertainment, payments, loans, or other considerations which could be deemed to appear to influence individuals to act contrary to the interest of the County or third parties named in Exhibit C Section 9 Delays /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 (15) 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 circurnstances. Section 10 Disputes The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute "). 10.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State of California. 10.2. 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 thirty (30) days from the Notice of Dispute, the Parties will proceed to mediation. 10.3. 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. 10.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, or the Dispute concerns intellectual City of Santa Ana M007500 P25 Dispatch Migratlon and Subscribers 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page, 0 Motorola Solutions Confidential Restrlcted Terms and Conditions 8.26