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17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with ihe laws of the Staie 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.

47.5. 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 (7) 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, ail 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 compuier image of this Agreement shail be treated as

and shall have the same effect as an original signed copy of this document.

Revised Oct 15, 2015

LIFECYCL

FIRM OFFER

© MOTOROLA

The design, technical, pricing, and other information (‘Information’) furn.shed with this submrssion is proprietary information of Motorola Solutions, inc
("Motorola") and is submitted with the restriction that itis io be used for evaluation purposes only. To the fullest extent allowed by applicable law, the
Information is not to be disclosed publicly or In any manner fo anyone other than those required to evaluate the Information without the express written
permission of Motorola

MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or reg.stered trademarks of Motorola Trademark Hoidings,
LLC and are used under license. All other trademarks are the property of their respective owners. © 2016 Motorola Solutions, Inc. All rights reserved.

TABLE OF CONTENTS

Section 1

Land Mobile Radio (LMR) Lifecycle Sustainment .....0..0 0... ccc ee enena eens eeesneeeseeesaneeencensersenesenneeeaens 1-1
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Section 2
Lifecycle Statement Of Work ..000..... oc ceeesececeresteeeeneneneeresasesernsessssoesenessnassosesueens siceessesecevesneeseeneess sven 2-1
ASTRO 25 System Upgrade Agreement II (SUA Ho. eee eee ce neces eeeeeeennaeeeneeeneeaees 2-1
Appendix A - ASTRO 25 System Release Upgrade Paths 0... sete eeeee Sensaesensnsaserevensenees 2-8
Section 3
Lifecycle Management PIicing ..........c.cccsccscccsssercecnsenecescessneessersnnessreceesaneneersutneesvanterssiasecsueresieeeresens 3-9
NASHUA PD 8/10/2017
Lifecycle Sustainment Services Use or disclosure of this proposal is subject

to the restrictions an the cover page.

© Motorala Solutions Confidential Table of Contents i

SECTION 4

LAND MOBILE RADIO (LMR,

Lifecycle management of your LMR network is critical to keeping it secure, operational, expandable,
and up-to-date. Throughout the lifecycle of your LMR network maintenance and sustainment
activities will be required. (Refer to the diagram below.)

Some activities will occur daily (for example, network health monitoring), as needed (for example,
lightning strike damages equipment), while others will occur in accordance with the cadence of your
lifecycle plan (for example, periodic updates of computers and software). Through a lifecycle
sustainment plan and with custom-tailored lifecycle products and services your LMR network will be
able to support your communications requirements well into the future.

& Product Repair = Channei, site,
« Network Monitoring eee subscriber
se add-ons
9 Preventative Support and Expansionend & .
Maintenance mei ayia) | eROEAT ea
® OS Security Patching Security cts race # Software Release
* Anti-Virus/Intrusion en Crate olds it
Detection en eS -& Obsolescent HW
2 Federal Security Management
Compliance
Nashua PD 8/10/2017
Lifecycle Sustainment Services Use or disclasure of this proposal is subject

to the restrictions on the cover page.

© Motorola Solutions Confidential Land Mobile Radio (LMR) Lifecycle Sustainment 1-1

Your ASTRO 25 Land Mobile Radio (LMR) system is an integrated end-to-end solution that delivers
mission-critical land mobile radio services. The foundation of the ASTRO 25 network is an
information technology (IT) based call processing core that incorporates both Motorola and third-
party Original Equipment Manufacturer (OEM) software and hardware components. These
componenis follow typical IT industry lifecycles and eventuaily require replacement due to
obsolescence, As with IT computing platforms and other enterprise business systems, the pace of
technology obsolescence is primarily driven by commercial OEM products that frequently change
and transition into declining levels of support and availability. Consequently, systems without a plan
for regular updates can become increasingly difficult and expensive to repair and may also become
more vulnerable to security attacks, Additionally, un-updated systems may not be able to take
advantage of advancements in technology that provide enhanced features and performance and may
be limited in their ability to expand. Development of a lifecycle sustainment plan provides a roadmap
for anticipating and implementing actions to address obsolescence and support limitations. A well
developed lifecycle sustainment plan provides these benefits:

1, Operations sustainment: Ability to maintain highest level of performance and
functionality of system operations.

2, Network security and information assurance: Protection against system vulnerabilities
that may compromise network security and confidential information. Compliance to these
security requirements (NIST 800-53, NENA NG911, DHS 4300, DOD 8500.2, etc).

Support for growth and expansion: Ability to add users, channel and features; expand
system coverage and capabilities and/or add-on new agencies.

Ona

4. Wiseai stability: Planned fiscal approach for system maintenance mitigating risk of
unplanned expenses. Inability to fund required maintenance services can result in
degradation of operation.

5. CapEx Return on Investment (ROD: Protection against premature deterioration and
obsolescence and extension of the system lifespan, thereby reducing the total cost of
ownership.

1.2 SYSTEM UPGRADE AGREEMENT Il

In order to keep your LMR system current we offer the System Upgrade Agreement II (SUA II). This
is a complete package of hardware, software and professional services required to update the ASTRO
25 system once in a two-year period to a level consistent with the latest systems release shipping from
the factory.

Updates to software (and occasionally) hardware components ensure ongoing availability of repair
services support, system expansion (i.e. addition of RF sites, dispatch positions, data sub-systems,
and network management positions), and the latest cyber security protection. The SUA II provides a
consistent, budgeted solution that delivers complete update coverage while transferring risk
associated with integrating future (unknown today) technology to Motorola.

included features

Say
wv

[Platform Reiease — (New Sysiem Release) Ex. A7.16 to Platform Release A7.17

Nashua PO 8/10/2017
Customer NameLifecyc’e Sustainment Services Use or disclosure of this proposal is subject
lo the restrictians on the cover page.

© Motorola Solutions Confidential Land Mobile Radio (LMR) Lifecycle Sustainmant 1-2

CHANGE ORDER
SUMMARY

CHANGE IN CONTRACT PRICE

Original Contract Price:

CHANGE IN CONTRACT TIMES

Original Contract Times:

Substantial Completion:

Ready for Final Payment:

Net Changes from previously approved Change Orders

Net Changes from previously approved Change Orders

Substantial Completion:

Ready for Final Payment:

Contract Price prior to this Change Order:

Contract Times prior to this Change Order:

Substantial Completion:

Ready for Final Payment:

Increase (Decrease) of this Change Order:

Increase (Decrease) of this Change Order:

Substantial Completion:

Ready for Final Payment:

Contract Price with all approved Change Orders:

Contract Times with all approved Change Orders:

Substantial Completion:

$
Ready for Final Payment:
RECOMMENDED BY: ACCEPTED BY: ACCEPTED BY:
By: By: By:
Engineer (Authorized Signature) Owner (Authorized Signature) Contractor (Authorized Signature)

Title: Title: Title:

Date: Date: Date:

Change Order # 2 of 2

IFB0779-021022
2022 Sewer Replacement Project

incremental Enhancements (Orderabie Features and Bug Fixes) - Ex. A7.17.1 ¥

Factory-certified integration, testing, and supply chain management of new v
software (SW) and hardware (HW) components

Platform HW and SW update in a 2-year period’ 1
Professicnail implementation services to upgrade your live system v

"As major sysiem releases become available, Motorola agrees to provide the system owner with
the software, hardware and implementation services required to execute up to one system
infrastructure upgrade in a two-year period for their ASTRO 25 system.

? Hardware refresh includes version updates and/or replacements for Motorola field replaceable
units (FRU) and third-party networking and computing hardware. Note that replacement of Gold
Elite consoles and QUANTAR base radios are nat included in this refresh.

® Incremental enhancements may include Motorola software bug fixes and new
orderable/purchasable features,

e Platform releases include commercial OS and application software updates as well as Motorola
system release sofiware to improve the system functionality and operation from previous releases
as well as significant new feature enhancements that are available for purchase.

« Implementation services include factory integration and testing of new HW and SW components,
upgrade planning, and Motorola personnel at customer site to execute upgrade.

Nashua PD 8/10/2017
Customer NameLifecycie Sustainment Services Use or disclosure of this proposal is subject
to the restrictions on the cover page.

© Motorola Solutions Confidential Land Mobile Radio (LMR) Lifecycle Sustainment 1-3

SECTION 2

LIFECYCLE STATEMENT OF
WORK

The following Statement of Work - System Upgrade Agreement II (SUA ID has been provided
including; Appendix A - ASTRO 25 Eligible System Release Upgrade Paths, Appendix B - System
Pricing Configuration and Appendix C — Security Update Service (SUS) Statement of Work.

ASTRO 25 System Upgrade Agreement Ii (SUA 1}

1.6 Description of Service and Obligations

1.1 As system releases become available, Motorola agrees to provide the Customer with the
software, hardware and implementation services required to execute up to one system
infrastructure upgrade in a two-year period for their ASTRO 25 system. At the time of the
system release upgrade, Motorola will provide applicable patches and service pack updates when
and if available. Currently, Motorola’s service includes 3rd party SW such as Microsoft
Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs
that may be available. Motorola will only provide patch releases that have been analyzed, pre-
tested, and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do
not interfere with the ASTRO 25 network functionality. Additionally, if purchased, the Security
Update Service (SUS) coverage is defined in Appendix C.

1.2. The Customer will have, at its option, the choice of upgrading in either Year 1 or Year 2 of the
coverage period. To be eligible for the ASTRO 25 SUA II, the ASTRO 25 system must be at
system release 7.7 or later.

1.3 ASTRO 25 system releases are intended to improve the system functionality and operation
from previous releases and may include some minor feature enhancements. At Motorola’s
option, system releases may also include significant new feature enhancements that Motorola
may offer for purchase. System release software and hardware shall be pre-tested and certified in
Motorola’s Systems Integration Test lab.

1.4 The price quoted for the SUAII requires the Customer to chose a certified system upgrade path
from the list of System Release Upgrade Paths available to the Customer as per the system release
upgrade chart referenced and incorporated in Appendix A. Should the Customer elect an upgrade
path other than one listed in Appendix A, the Customer agrees that additional costs may be
incurred to complete the implementation of the certified system upgrade. In this case, Motorola
agrees to provide a price quotation for any additional materials and services necessary.

1.5 ASTRO 25 SUA II entitles a Customer to past software versions for the purpose of
downgrading product software to a compatible release version.

Customer Name Date
Lifecycle Sustainment Services Use or disclosure of this proposal is subject
to the restrictions on the cover page.

@) Motorola Solutions Confidential Restricted Lifecycle Statement of Work 2-1

1.6 The following ASTRO 25 certified system release software for the following products are
covered under this ASTRO 25 SUA IT: base stations, site controllers, comparators, routers, LAN
switches, servers, dispatch consoles, logging equipment, network management terminals,
Network Fault Management (“NFM”) products, network security devices such as firewalls and
inirusion detection sensors, and associated peripheral infrastructure software.

1.7 Product programming software such as Radio Service Software (“RSS”), Configuration Service
Software (“CSS”), and Customer Programming Software (“CPS”) are also covered under this
SUA II.

1.8 ASTRO 25 SUA II makes available the subscriber radio software releases that are shipping
from the factory during the SUA II coverage period. New subscriber radio options and features
not previously purchased by the Customer are excluded from ASTRO 25 SUA II coverage.
Additionally, subscriber software installation and reprogramming are excluded from the ASTRO
25 SUA II coverage.

1.9 Motorola will provide certified hardware version updates and/or replacements necessary to
upgrade the system with an equivalent level of functionality up to once in a two-year period.
Hardware will be upgraded and/or replaced if required to maintain the existing feature and
functionality. Any updates to hardware versions and/or replacement hardware required to support
new features or those not specifically required to maintain existing functionality are not included.
Unless otherwise stated, platform migrations such as, but not limited to, stations, consoles,
backhaul, civil, network changes and additions, and managed services are not included.

1.10 The following hardware components, if originally provided by Motorola, are eligible for full
product replacement when necessary per the system release upgrade :

1.10.1 Servers

1.10.2 PC Workstations
1.10.3 Routers

1.10.4 LAN Switches

1.11 The following hardware components, if originally provided by Motorola, are eligible for board-
level replacement when necessary per the system release upgrade. A “board-level replacement”
is defined as any Field Replaceable Unit (“FRU”) for the products listed below:

1.11.1 GTR 8000 Base Stations

1.11.2 GCP 8000 Site Controllers

1.11.3 GCM 8000 Comparators

1.11.4 MCC 7500 Console Operator Positions

1.11.5 STR 3000 Base Stations

L.11.6 Quantar Base Stations

1.11.7 Centracom Gold Elite Console Operator Interface Electronics
1.11.8 Centracom Gold Elite Central Electronics Banks
1.11.9 Ambassador Electronics Banks

1.11.10 Motorola Gold Elite Gateways

1.11.11 ASTROTAC Comparators

1.11.12 PSC 9600 Site Controllers

1.11.13 PBX Switches for Telephone Interconnect
1.11.14 NFM/NFM XC/MOSCAD RTU

Nashua PD 8/10/2017
Customer NameLifecycle Sustainment Services Use or disclosure of this proposal is subject
io the restrictions on the cover page.

® Motorola Solutions Confidential Lifecycle Statement of Work 2-2

1.12 The ASTRO 25 SUA II does not cover all products. Refer to section 2.0 for exclusions and
limitations.

1.13 Motorola will provide implementation services necessary to upgrade the syste to a future
system release with an equivalent level of functionality up to once in a two-year period. Any
implementation services that are not directly required to support the certified system upgrade are
not included. Unless otherwise stated, implementation services necessary for system expansions,
platform migrations, and/or new features or functionality that are implemented concurrent with
the certified system upgrade are not included.

1.14 As system releases become available, Motorola will provide up to once in a two-year period the
following software design and technical resources necessary to complete system release
upgrades:

1.14.1 Review infrastructure system audit data as needed.

1.14.2 Identify additional system equipment needed to implement a system release, if
applicable.

1.14.3 Complete a proposal defining the system release, equipment requirements,
installation plan, and impact to system users.

1.14.4 Advise Customer of probable impact to system users during the actual field

upgrade implementation.
1.14.5 Program management support required to perform the certified system upgrade.
1.14.6 Field installation labor required to perform the certified system upgrade.
1.14.7 Upgrade operations engineering labor required to perform the certified system
upgrade.

1.15 ASTRO 25 SUA II pricing is based on the system configuration outlined in Appendix B. This
configuration is to be reviewed annually from the contract effective date. Any change in system
configuration may require an ASTRO 25 SUA II price adjustment.

1.16 The ASTRO 25 SUA HI applies only to system release upgrades within the ASTRO 25 7.x
platform.

1.17 Motorola will issue Software Maintenance Agreement (“SMA”) builetins on an annual basis

and post them in sofi copy on a designated extranet site for Customer access. Standard and
optional features for a given ASTRO 25 system release are listed in the SMA bulletin.

2.0 Upgrade Elements and Corresponding Party Responsibilities

2.1 Upgrade Planning and Preparation: All items listed in this section are to be completed at least 6
months prior to a scheduled upgrade.

2.1.1 Motorola responsibilities

2.1.1.1 Obtain and review infrastructure system audit data as needed.

2.1.1.2 Identify additional system equipment needed to implement a
system release, if applicable.

2.1.1.3 Complete a proposal defining the system release, equipment

requirements, installation plan, and impact to system users.
2.1.1.4 Advise Customer of probable impact to system users during the
actual field upgrade implementation.

Nashua PD 8/16/2017

Customer NameLifecycle Sustainment Services Use or disclosure of this proposal is subject
to the restrictions on the cover page

@) Motorola Solutions Confidential Lifecycle Statement of Work 2-3