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North Olmsted, Ohio July 23, 2025
<br />MCC 7500E Dispatch Console Position Add On Project
<br />6.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals
<br />necessary for the performance, installation and use of the Products at each applicable Site, including for
<br />Motorola to perform its obligations hereunder, and for facilitating Motorola's access to the Sites. No waivers of
<br />liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other
<br />Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
<br />6.2. Site Conditions. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all
<br />applicable industry and legal standards (including standards promulgated by OSHA or other governmental or
<br />regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other
<br />environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other
<br />communication lines (including modem access and interfacing networking capabilities), and (d) Sites are
<br />suitable for the installation, use, and maintenance of the Products. This Agreement is predicated upon normal
<br />soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date.
<br />6.3. Site Issues. Upon its request, which will not be unreasonably denied, Motorola will have the right to inspect the
<br />Sites and advise Customer of any deficiencies or non -conformities with the requirements of this Section 6 —
<br />Sites; Customer -Provided Equipment; Non -Motorola Materials. If Motorola or Customer identifies any
<br />deficiencies or non -conformities, Customer will promptly remediate such issues or the Parties will select a
<br />replacement Site. If a Party determines that a Site identified in a Proposal is not acceptable or desired, the
<br />Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the
<br />installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and
<br />specifications may cause a change in the Fees or performance schedule under the applicable Proposal.
<br />6.4. Customer -Provided Equipment. Customer will be responsible, at its sole cost and expense, for providing and
<br />maintaining the Customer -Provided Equipment in good working order. Customer represents and warrants that
<br />it has all rights in Customer -Provided Equipment to permit Motorola to access and use the applicable Customer -
<br />Provided Equipment to provide the Products under this Agreement, and such access and use will not violate
<br />any laws or infringe any third -party rights (including intellectual property rights). Customer (and not Motorola)
<br />will be fully liable for Customer -Provided Equipment, and Customer will immediately notify Motorola of any
<br />Customer -Provided Equipment damage, loss, change, or theft that may impact Motorola's ability to provide the
<br />Products under this Agreement, and Customer acknowledges that any such events may cause a change in the
<br />Fees or performance schedule under the applicable Proposal.
<br />6.5. Non -Motorola Materials. In certain instances, Customer may be permitted to access, use, or integrate Non -
<br />Motorola Materials with or through the Products. If Customer accesses, uses, or integrates any Non -Motorola
<br />Materials with the Products, Customer will first obtain all necessary rights and licenses to permit Customer's
<br />and its Authorized Users' use of the Non -Motorola Materials in connection with the Products. Customer will also
<br />obtain the necessary rights for Motorola to use such Non -Motorola Materials in connection with providing the
<br />Products, including the right for Motorola to access, store, and process such Non -Motorola Materials (e.g., in
<br />connection with SaaS Products), and to otherwise enable interoperation with the Products. Customer
<br />represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or
<br />integrating the applicable Non -Motorola Materials with the Products, and that Customer and its Authorized
<br />Users will comply with any terms and conditions applicable to such Non -Motorola Materials. If any Non -Motorola
<br />Materials requires access to Customer Data, Customer hereby authorizes Motorola to allow the provider of
<br />such Non -Motorola Materials to access Customer Data, in connection with the interoperation of such Non -
<br />Motorola Materials with the Products.
<br />6.6. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or
<br />warranties with respect to, the Non -Motorola Materials (including any disclosure, modification, or deletion of
<br />Customer Data resulting from use of Non -Motorola Materials or failure to properly interoperate with the
<br />Products). If Customer receives notice that any Non -Motorola Materials must be removed, modified, or disabled
<br />within the Products, Customer will promptly do so. Motorola will have the right to disable or remove Non -
<br />Motorola Materials if Motorola believes a violation of law, third -party rights, or Motorola's policies is likely to
<br />occur, or if such Non -Motorola Materials poses or may pose a security or other risk or adverse impact to the
<br />Products, Motorola, Motorola's systems, or any third party (including other Motorola customers).
<br />Contractual Documentation
<br />Use or disclosure of this proposal is subject to the restrictions on the cover page.
<br />Motorola Solutions Confidential Restricted
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