2017-572-E ES - Motorola - Motorola Console Maintenance Agreement

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DocuSign Envelope ID:B355714F-05C5-41 D5-A0D8-7ED59DF7337B 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses(each a"Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable)following the Separation Event. 17.7. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1)YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. 17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement.The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. 17.10. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 17.11. Non Appropriation. Motorola acknowledges that Customer is a governmental entity, and the validity of this Agree- ment is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of Customer's obligations under this Agreement, then this Agreement shall automatically expire without penalty to Customer immediately upon written notice to Motorola of the un- availability and non-appropriation of public funds. It is expressly agreed that Customer shall not activate this non-appropri- ation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the Customer's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects Customer's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to Cus- tomer upon immediate written notice to Motorola of such limitation or change in Customer's legal authority. In the event of termination under this provision, Motorola shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the Customer due to errors or omis- sions of Motorola. 17.12. Certifications. By executing this Agreement Motorola affirms that Motorola and any subcontractors of Motorola are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Motorola certifies that Motorola has not been identified, and has not utilized the services of any agent or sub- contractor, on the list created by the State Treasurer pursuant to G.S. 147-86.58. Revised October 10, 2017