MOTOROLA CREDIT CORPORATION AND MOTOROLA SOLUTIONS -2015

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14.9 Indemnity. Motorola agrees to indemnify, defend, protect, investigate any claims, and to hold harmless the County and third parties named in Exhibit C, their officers, elected officials, employees and agents from and against any and all claims, demands or liability established resulting from damages or injuries to persons or property which arise from or are related to negligent errors, acts or omissions of Motorola and its agents under this Agreement; Motorola shall not however indemnify, defend, protect and hold harmless the County or third parties named in Exhibit C from claims, demands, or liability arising from the negligence as it relates to the errors, acts or omissions of the County or the third parties named in Exhibit C. Motorola's obligations under this provision shall not affect the right of the Customer to appear and to participate in legal actions bringing such suits. The Customer may take other action necessary to protect its interests. If Motorola's negligence combines with the negligence of the County or other third parties named in Exhibit C to cause injury, the Parties agree that liability will be apportioned as determined by a court of competent jurisdiction. Neither party shall request a jury apportionment. 14.10 Authority to Execute Agreement. Each Party represents to the other that (i) it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under the Agreement; (ii) the person executing this Agreement on its behalf has the authority to do so; (iii) upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and (iv) the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 14.13 Equipment End of Life Cycle. Motorola, reserves the right to stop selling or shipping Equipment at any time. However, Motorola will provide Customer with a written notice of cancellation of Motorola manufactured Equipment one (1) year prior to the cancellation date. Motorola has no control over third -party vendors' end of life cycle plans for the non - Motorola manufactured. If a third -party vendor cancels its non- Motorola manufactured Equipment or files for bankruptcy, Motorola will use commercially reasonable efforts to obtain equivalent Equipment from another source. The parties hereby enter into this Agreement as of the Effective Date, Motorola, Inc. By: Name: Title: Date: City of Santa Ana MCC7500 P25 elspatch Migration and Subscribers . to By Name: Title: Date: MARIA CLERK OF THEE OUjNT(C11L//yTr�,r 02 April 2015 Use or disclosure of this proposal Is subject to the restrictions on the cover page. 0 Motorola Solutions Confidential Restricted Terms and Conditions 830