Company Narme : Nashua Police Dept, City Of
Contract Number :USC000005299
Contract Modifier : RN30-MAY-17
Contract Start Date: 01-OCT-2018
Contract End Date : 39-JUN-20719
CITY OF NASHUA, NEW HAMPSHIRE
PROPRIETARY FUNDS
STATEMENT OF CASH FLOWS
FOR FISCAL YEAR ENDED JUNE 30, 2021
Business-Type Activities Govemmental
Enterpnse Funds Activities
Waste Solid Internal
Water Waste Service
Fund Fund Total Fund
Cash Flows From Operating Activities
Receipts from customers and users § 13,673,829 $ 4,388,939 B 18,062,768 $ 14,996,376
Receipts frominterfund services provided - - - 38,976,218
Payments to vendors (4,132,821) (1,701,618) (5,834,439) (52,824,305)
Payments te employees (4,017,195) (3,327,358) (7,344,553) (940,273)
Net Cash Provided By (Used for} Operating Activities $523,813 (640,037) 4,883,776 208,016
Cash Hows From Noncapital Financing Activities
Proceeds from{payments for) interfund loan agreements 2,588,176 (1,958,972) 629,204 (375,073)
Transfers (150,000) 6,235,231 6,085,231 150,000
Intergovernmental subsidy 1,364,985 149.643 1,514,628 -
Net Cash Provided By (Used for) Noncapital Financing Activities 3,803,161 4,425,902 8,229,063 (225,073)
Cash Flows From Capital and Related Financing Activities
Acquisition and construction of capital assets (8,171,199) (1,547,848) (9,719,047) .
Contnbutions 1,069,781 - 1,069,781 -
Proceeds premiums frombonds and notes 4,803,488 1,495,000 6,798 488 -
Pnncipal payments on bonds (4,183,258) (2,666,201) (6,849,459) -
Pnncipal payments on notes (759,000) - (759,000) -
Interest expense _ (1,551,293) (678,414) (2,229,707) -
Net Cash (Used For} Capital and Related Financing Activities (8,791,481) (3,397,463) (12,188,944) -
Cash Flows From Investing Activities
Purchase of investments - (64,825) (64,825) -
Investment income 13,649 23,008 36,747 17,057
Net Cash Provided By Investing Activities 13,649 (41,727) (28,078) 17,057
Net Change mn Cash and Short-Term Investments 549, 142 346,675 895,817 -
Cash and Short-Term Investments, Beginning of Year 14,382,129 1,839,696 16,221,825 -
Cash and Short-Term Investments. End of Year $14,931,271 $2,186,371 $17,117,642 § -
Reconciliation of Operating Income (Loss) to Net Cash
Provided by (Used For) Operating Activities
Operating income (loss } $ 94,246 $ (3,766,182) $ (3,871,936) $ $54,924
Adjustinents to reconcile operating income (loss) to net
cash provided by (used for) operating activities
Depreciation 6,461,810 2,267,213 8,729,023 :
Changes in assets, liabilities, and deferred outflows/inflows
User fees (600,727) (35.256) (635,983) -
Deferred outflows - related to pensions (326,359) (245,332) (571,691) .
Deferred outflows - related to OPEB (18,941) (14,732) (33,673) -
Other assets “ - - 238,960
Accounts payable - 94 94
Accmed liabilities 11,962 (30,104) (18,142) (224,418)
Net pension liability (1,864,642) (1,397,754) (3,202,396) .
Net and Total OPEB liability 11,882 9,241 21,123 -
Landfill closure and postclosure - 1,294,195 1,294,195 .
Other habiities - - - 18,550
Deferred inflows - related to pensions 1,637,527 1,234,204 2,871,731 -
Deferred inflows - related to OPEB $7,055 44.376 101,431 -
Net Cash Provided By (Used for) Operating Activities $5,523,813 $ (640,037) $ 4,883,776 $ 208,016
The accompany ing notes are an integral part of these financial statements
42
Service Terms and Conditions
Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement (‘Customer’) hereby agree as follows:
Saction 7. APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola wiil provide to Customer
either (1) maintenance, support, or other services under a iMotorola Service Agreement, or (2) installation services under a
Motoroia Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1. “Agreement” means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement ar
the Installation Agreement, as appticable; and any other attachments, all of which are incorporated herein by this reference.
In interpreting this Agreement and resolving any ambiguities, these iviaintenance Service Terras and Conditions take
precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or
aitachment states otherwise.
2.2. “Equipment” means the equipment that is specified in the attachments or is subsequently added tc this Agreement.
2.3. “Services” means those instalation, maintenance, support, training, and other services described in this Agreement.
Section 3. ACCEPTANCE
Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreemeni becomes binding only when accepted in writing oy Motorola. The term of this Agreement
begins on the “Start Date” indicated in this Agreement.
Section 4. SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detailed staternent of work or other
document attached to this Agreernent. At Customer's requesi, Victorola may also provide additional services at Motorola's
then-applicable rates for ihe services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment
will be serviced at levels set forth in the manufaciurer's product manuals; and routine service procedures that are prescribed
by Motoroia will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equigment may be added to this Agreement and will be billed at the applicabie rates after the
warranty for that additional equipment expires.
4.4. All Equipment must de in good working order on the Start Date or when additional equipment is added io the
Agreement. Upon reasonable request by Motoroia, Customer will provide a compiete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of
service. Customer's obligation to pay Service fees for this Equipment will terminate ai the end of the month in which
Motoroia receives the written notice,
4.5. Customer musi specifically identify any Equioment that is labeled intrinsically safe far use in hazardous
environments.
4.6. If Equipmeni cannot, in Motosola’s reasonable opinion, be properly or economically serviced for any reason, iVotorola
may modify the scope of Services related to that Equipment; remove that Equipment from the Agreemeni; o7 increase the
price to Service that Equipment.
4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in
@ manner consistent with the level of Service purchased as indicated in this
Agreement.
Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
excessive wear and tear; or accideni, liquids, power surges, neglect, acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
tne Equipment, such as batieries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
fine, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or
for Equipment malfunction caused by the transmission medium.
Section 6, TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When ivlotorola performs service at Customer's location,
Customer will provide Moiorela, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be
imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Uniess
otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. te 4:30 p.m., iocal time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exciude any charges or expenses
associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
Section 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available
twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.
Section 8. PAYMENT
Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment
period. Al! other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days
of the invoice date, Customer will reimburse Motorola for ali property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and
franchise taxes of NMotoroia) by any governmental entity.
Section 9, WARRANTY
Motorola warrants that its Services under this Agreement wil be free of defects in materiais and workmanship jor a period of
ninety (90) days from the date the performance of the Services are completed. In the event of 2 breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party wili give ico the non-performing party &
written and detailec notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written
plan to cure the default that is acceptable to the other parity and begin implementing the cure plan immediately after pian
approval. Ifthe non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer io
Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve
(12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE PCSSIBILITY
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIASLE FOR ANY COMMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM
THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No
action for contract breach or otherwise relating to the transactions coniernplated by this Agreement may be broughi more
ihan one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of
liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
12,1. This Agreement supersedes aii prior and concurrent agreements and understandings between the parties. whether
written or oral, related to the Services, and there are no agreements or representations concerning ihe subject matter of this
Agreemeni excepi for those expressed herein. The Agreement may not be amended or modified except by a written
agreement signed by authorized representatives of both parties.
12.2. Customer agrees to reference this Agreement on any puschase order issued in furtherance of this Agreement,
however, an omission of ihe reference to this Agreement will not affect its appiicability. in no event will either party be bound
by any terms contained in a Customer purchase order, acknowledgement, or other wiitings unless: the purchase order,
acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to
override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized
representatives of both parties.
Section 13, PROPRIETARY INFORMATION; CONFIDENTIALITY: INTELLECTUAL PROPERTY RIGHTS
13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished
to Customer under this Agreement will 7emain Motorola's property, will be deemed proprietary, wil! be kept confidential, and
will be promptly returned at Motorola's request. Customer may not disclose, without Moiorola's written permission or as
required by law, any confidentiat information or data to any person, or use confidential information or data for any purpose
other than performing its obligations under this Agreement. The obligations sei forth in this Section survive the expiration or
termination of this Agreement.
13.2. Unless otherwise agreed in writing, 90 commercial or technical information disclosed in any manner or at any time by
Customer to Motorola wili be deemed secret or confidential. Motorola will have no obligation to provide Customer with
access to its confidentiai anc proprietary information, including cost and pricing data.
13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under
any Motorola patent, copyright, trade secret, or other intellectual property, inciuding any intellectual property created as a
result of or related to the Equipment sold or Services performed under this Agreement,
Section 14. FCC LICENSES ANB OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local government agency and for complying with all rules and regulations required
by governmental agencies, Neither (Motorola nor any of its employees is an agent or representative of Customer in any
governmental matters.
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on
contract, solicit the employment of, or recommend employment to any thirc party of any employee of Niotorola or its
subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of
Motorola or its subcontractors who are responsible for rendering services under this Agreement. if this provision is found to
be overly broad under applicabie law, it will be modified as necessary to canform to applicable law.
Section 16. MATERIALS, TOOLS AND EQUIPMENT
Ail tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by ivictorola for the purpose of
this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in
Customer's custody or controi, be liable for any loss or damage to this property, and return it to Motorola upon request. This
property will be held by Customer for Motorala's use without charge and may be removed from Customer's premises by
Motorola at any time without resiriction.
Section 17. GENERAL TERMS
17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and
effect.
17.2. This Agreement and the rights and duiies 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 perfarmance resulting from any causes that are beyond that party's
reasonable control, such as strikes, material shortages, or acts of God.
17.5. Wiotorola may subcontract any of the work, but subcontracting wili not relieve Motorola of its duties under this
Agreement.
17.6. Except as provided herein, neither Party may assign this Agreement or ariy of its righis or obligations hereunder
without the prior written consent of the other Party, which consent will not be uarzasonably withheld. Any attempted
assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foreacing, Motorola
may assign this Agreerneni to any of its affiliates or its right to receive paymeni 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 Motercla, assign this Agreement such that it will continue to
benefit the Separated Business and its affiliates (and ‘Motoroia and its affiliates, to the extent applicable) following the
Separation Event.
17.7. THIS AGREEMENT WiLL RENEW, FOR AN ADDITIONAL ONE (i) YEAR TERM, ON EVERY ANNIVERSARY OF
THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE
PARTY NOTIFIES THE OVHER IN WRITING OF [7S INTENTION TC DISCONTINUE THE AGREEMENT NOT LESS
THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary daie, Motorola may adjusi the price of the
Services to reflect its current rates.
17.8. if Miotorola provides Services after the termination or expiration of this Agreemeni, the terms and conditions in effect
at the time of the termination or expiration will apply io those Services anci 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
shali have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In
adgition, an electronic signature, a true and correct facsimile copy or computer irnage of this Agreemeni shall be treated as
and shall have the same effect as an original signed copy of this document.
Revised Oct 15, 2015
SERVICE AGREENENT
7299 E Algonquin Road
Schaumburg, iL 60196
{800) 247-2346
Date: 25-JUN-2018
Contract Number: USC00004450%
Contract Modifier, RN30-MAY-17
Raquired P.O.:
Attn:
Billing Address: 229 Main St
Phone: 603-594-3521
Company Name: Nashua Police Dept, City Of
City, Province, Postal Cede: Nashua,NH,03060
Customer Contact: Lt William Mansfield
Bill io Tag#: 00061
Currency: USD
Customer #: 1000413138
Contract Start date: 01-OCT-2018
Contract End date: 30-JUN-2019
Anniversary Day: JUN 30th
Payment Cycle: ANNUAL
ary | MODELIOPTION SERVICES DESCRIPTION MOY | BATENGED
““"* Recurring Services *****
1 SVCO04SVC0169A_ | SYSTEM UPGRADE AGREEMENT II $16,163.65 $145,472.84
Sub Tota $16, 163.55 $145,472.84
Taxes
SPECIAL INSTRUCTIONS - arrack Grand Total $16,163.65 $145,472.84
STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS,
TAXES MAY APPLY AS PER THE JURISDICTIONS
I received Statements of Work that describe the services provided on this Agreement. Motorola's Seivice Terms znd Conditions, a copy of
which is atiached fo thls Service Agreament, is incorporated herein by this refarance.
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME)
Joshua DP. Morich CSM 10/23/2018
MOTOROLA REPRESENTATIVE (SIGNATURE) TITLE DATE
Joshua Morick 918-928-2073
MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE
Company Name : Nashua Police Dept, City Of
Contract Number : USCOQ00C44507
Contraci Modifier : RN30-MAY-17
Contract Start Date: 01-OCT-2018
Contract End Date : 30-JUN-2019
Service Terms and Conuitions
lan
Motorola Solutions inc. ("iVotorola”) and the customer named in this Agreement ("Customer’) hereby agree as failows:
Section 1. APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby iviotoroia wili provide to Customer
either (1) maintenance, suppori, or other services under a Viotorola Service Agreement, or (2) installation services under a
Motorola Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1. “Agreement” means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or
the Installation Agreement, as applicable; and any other attachmenis, all of which are incorporated herein oy this refererice.
in interoreting this Agreement and resolving any ambiguities, these Maintenance Service Tenis and Conditions take
precedence over any cover page, and the cover page takes prececence over any aitachments, unless the caver page or
attachment states otherwise.
2.2. “Equipment” means the equioment tnat is specified in the attachments or is subsequently added to this Agreement.
2.3. “Services” means those installation, maintenance, support, training, and other services described in this Agreement.
Section 3. ACCEPTANCE
Customer accepts these Maintenance Service Terras and Conditions and agrees to pay the prices set forth in the
Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The ierm of this Agreement
begins on the “Start Date” indicated in this Agreemeni.
Section 4. SCOPE OF SERVICES
4.1. Motorola will provide the Services described in this Agreement or in a more detaiied siatement of work or other
document attached to this Agreement. At Customer's request, Motorola may alsc provide additional services at iviotoro!a’s
then-applicable rates for the services.
4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality wil! be used; the Equiprnent
will be serviced at levels set forth in the manufaciurer's product manuals; and routine service procedures that are prescribed
by Motorola will be followed.
4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be added to this Acreemeni and will be billed at the applicable rates after ihe
warranty for that additional equipment expires.
4.4, All Equipment must be in good working order on the Start Date or when additional equipment is added to the
Agreement. Upon reasonable request by Motorola, Customer will provide a cornplete serial and model number list of the
Equipment. Customer must promptly notify Motorola in writing when any Equipment is ost, damaged, sicien or taken out of
service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which
Motorola receives the written notice.
4,5. Customer must specifically identify any Equipment that is iabeled intrinsically safe for use in hazardous
environments.
4.6. If Equipment cannot, in Motorola's reasonable opinion, be properiy or economically serviced for any reason, iviotorola
may modify the scope of Services related to that Equipment; remove that Equiprnent from the Agreement; or increase the
price to Service that Equipment.
4.7. Customer must promptly notify iMotoroia of any Equipment failure. Motorola will respond to Customer's notification in
a manner consistent with the level of Service purchased as indicated in this
Agreement.
Section 5. EXCLUDED SERVICES
5.1. Service exciudes ihe repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;
excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of
the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips,
battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission
line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no
obligations for any transmission medium, such as telephone lines, computer networks, the internet or the woridwicie web, or
for Equipment malfunction caused by the transmission medium.
Section 6. TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When iMotorola performs service at Customer's location,
Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and
power and with full and free access to the Equipment. Waivers of liability from Motorola or jis subcontractors will not be
imposed as a site access requirement. Customer will provide ai! information pertaining to the hardware and software
elements of any system with which the Equipment is interfacing so that Motcroia may perform its Services. Uniess
otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and
holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses
associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by
Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
Section 7. CUSTGIMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be availabie
twenty-four (24) hours per day, seven (7) days per week, and an escaiation procedure io enable Customer's personnel to
maintain coniact, as needed, with Motorola.
Section 8. PAYMENT
Uniess alternative payment terms are stated in this Agreemeni, Motorola will invoice Customer in advance for each payment
period, Ali other charges will be billed monthiy, and Customer musi pay each invoice in U.S. dollars within twenty (20) days
of the invoice date. Customer will 7eimburse Motorola for al! property taxes, sales and use taxes, excise taxes, and other
taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and
franchise taxes of Motorola) by any governmental entity.
Section 9. WARRANTY
Motorola warranis that its Services under this Agreement will be free of defects in materials and workmanship for a period of
ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty,
Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-raia basis,
the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR
IMPLIED, (INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1. If either party defaults in the performance of this Agreement, the other party wiil give to the non-performing party 2
written and detailed notice of the defauk. The non-performing party will have thirty (30) days thereafter to provide a written
plan tc cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan
approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any
other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of
termination to the defaulting party.
10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this
Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to
Motorola will 5ecome due and payable immediately upon termination of this Agreement. Upon the effective date of
termination, Motorola will have no further obligation to provide Services.
Section 11. UsiTATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict
liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of tweive
(12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY
OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMIMERCIAL
LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOG WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER
SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FRO}
