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In addition to the responsibilities set forth in the Agreement, you agree that on your behalf we may select a Global
Service Provider (GSP) from a list of qualified carriers who have agreed to interconnect with our network. The use
of the E-DIA Service by you and your Users is completely at your own risk. We shall in no way be responsible or
liable to you or your customers (if permitted by a Schedule or separate reseller agreement) for any loss or damage as
a result of the use of the E-DIA Service(s). You acknowledge and agree that although we shall make every
reasonable effort to provide continuous, uninterrupted, and expedient Service to you and your customers (if
permitted by a Schedule or separate reseller agreement), interruptions in Service may occur as normal events in the
provision of Service. You also agree and acknowledge that through the use of the E-DIA Service, you and your
customers (if permitted by a Schedule or separate reseller agreement) may have access to information which may be
sexually explicit, obscene or offensive, or otherwise unsuitable for minors under the age of eighteen (18) years old.
You acknowledge that we have no control over such information. If we provide IP address space to you, you shall
supply a network engineering plan consisting of: (a) the current number of hosts (addressable devices) on your
network; (b) expected number of hosts within next six (6) months; (c) current number of your subnets; (d) expected
number of subnets in six (6) months; (e) subnet masks; (f) number of hosts on each network segment; and (g)
graphical topology of your network that diagrams your network down to the host level.

11. Entry to Customer’s Business.

You agree to allow us to enter your premises from which you use the E-DIA Service during normal business hours
by appointment to perform necessary activities related to the installation, inspection, repair, replacement or
disconnection of our equipment and Services. You will allow us to make attachment and connections that are
necessary to provide Services to you. If you are not the owner of the premises to be entered, you must supply proof
that you are authorized to allow work to be done on such premises.

12. Circuit Installation.

We will provide you notice of your circuit installation date. You agree to establish your Internet access promptly
following circuit installation. Regardless of whether you have installed your Internet access, billing for your E-DIA
Service shall begin ten (10) business days after the circuit installation date.

13. Additional Provisions.

13.1 Facilities. Additional charges may be required if suitable facilities are not available to provide Service at any
location, or if any additional work, services or quantities of Service are provided. In the event installation of
additional network facilities is required to provide Service, Consolidated Communications will inform
Customer of such applicable charges and Consolidated Communications will install such facilities only upon
mutual written agreement of the parties to such additional charges. If Customer does not agree to pay such
additional charges, then this Agreement will be subject to termination by Consolidated Communications
without application of the termination charges described herein.

13.2 Customer Purchase Orders. Customer may not vary the Agreement or this Service Schedule with use of a
Customer-issued purchase order. The terms and conditions contained on a Customer purchase order (whether
signed by one or both parties) shall not serve to modify the terms and conditions of the Agreement or this
Service Schedule and to the extent such terms and conditions conflict with the terms and conditions of this
Agreement or this Exhibit, they shall be void and of no effect.

13.3 Administrative Charge. An Administrative Charge will be applied whenever a change is made to Customer’s E-
DIA configuration at Customer’s request. Such changes are defined as those rearrangements necessary to add,
delete, or rearrange Customer’s configuration, including changes to Customer’s Ethernet Virtual Circuits.

14, IP Address and Domain Name Registration.
You are eligible to apply for and if approved use Consolidated Communications -provided IP addresses on the

Internet for no additional charge. The following is a subset of Consolidated Communications IP Assignment
Guidelines that must be met before being granted IP space:

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1. All customers applying for IP address space from Consolidated Communications must complete an IP address
form provided by Consolidated Communications. A host count and sub-netting breakdown is required for
current and requested (future) address space.

Customers applying for network block(s) larger than a /28 (more than 16 IP addresses) or equivalent must also

submit a network topology diagram detailing all subnets.

3. Customers with existing IP address space (Consolidated Communications or non- Consolidated
Communications) must demonstrate the following before receiving additional address space:

e All customer-assigned address space must be registered with the American Registry for Internet Numbers
(ARIN).

® Eighty percent (80%) of all assigned address space must be utilized.

Current address space and requested address space must be documented in accordance with guidelines |

and 2 above.

* Assigned address space must be reachable by Consolidated Communications via Internet Control Message
Protocol (ICMP) (ping, etc.) or equivalent documentation demonstrating reach-ability must be provided at
Consolidated Communications’ request.

4, Multi-homed Border Gateway Protocol (BGP) customers (2 or more Internet Service providers (ISPs)) may
apply for address space under the ARIN 2001/2 policy. Customers meeting the requirements of the
Consolidated Communications policy who have already obtamed address space from Consolidated
Communications or another ISP and who are requesting additional address space from Consolidated
Communications must meet guideline 3, above, in order to receive an additional class C block of IP addresses.

5. IP space from Consolidated Communications is non-portable. Customers who discontinue service with
Consolidated Communications must relinquish their assigned IP addresses from Consolidated Communications.

6. You may obtain IP addresses directly from ARIN through their website, http://www.arin.net/ and will be
responsible for all associated fees, including ARIN’s registration fee and annual renewal fee.

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Upon expiration, cancellation or termination of the Agreement or an applicable Schedule, you shall relinquish any
IP addresses or address blocks assigned to you by us. If we deem it necessary, you may be required to renumber the
IP addresses assigned to you by us. All fees associated with domain name registration and periodic maintenance of
domain names are your responsibility. The registrar or we, on registrar’s behalf, will bill such fees directly to you.
Such fees are not included in the prices for the Service. You must accept the Registrar’s terms of service prior to
receiving such service from us.

15, Changes or Updates to the Service.
Consolidated Communications reserves the right, in its sole discretion, to make changes to the Service and the
software, hardware and equipment provided in connection therewith. If such a change adversely affects your use of

the Service, and we cannot reasonably mitigate such adverse effect, then you may terminate the Service without
further obligation.

16. Locations.

The Services shall be provided to Customer under the terms hereof at the following locations. Other locations may
be added to this Agreement only upon mutual assent of the parties.

Address:

229 Main St Nashua NH

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In confirmation of their consent and agreement to the terms and conditions contained in this Service Schedule and intending
to be legally bound hereby, the Parties have executed this Service Schedule as of the Service Schedule Effective Date.

City of Nashua (“Customer”) Enhanced Communications of Northern New
Engiand Inc.

By: By:

Name: Name:

Title: Title:

Date: Date:

THE CITY OF NASHUA “the Gate City"

Financtal Services

Purchasing Department

November 1, 2018
Memo #19-085

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: MOTOROLA MAINTENANCE AND SYSTEM UPGRADE AGREEMENTS (VALUE:
$174,868)

DEPARTMENT: 157 CITYWIDE COMMUNICATIONS; FUND: GENERAL

Please see the attached communications dated October 24, 2018 from William Mansfield, Radio Systems
Manager, for the information related to these contracts.

Pursuant to § 5-84 Special purchase procedures A. (4) Sole-source procurements, where the proposed
purchase is manufactured by only one company.

The Radio Systems Manager and the Purchasing Department recommend awarding these contracts in an
amount of $174,868 to Motorola of Schaumburg, IL.

Respectfully, >)

Purchasing Manager

Cc: W Mansfield J Graziano

229 Main Street « Nashua, New Hampshire 03061 « Phone (603) 589-3330 e Fax (603) 589-3233 |

City of Nashua, NH
Citywide Communications Division
Wireless Communications

October 24, 2018

To: Dan Kooken, Purchasing Waneger

From: Wiitiam Mansfield, Radio Systems Manager
RE: Motorola Service & System Upgrade Agreements
Dear Mr. Kooken,

Attached piease find copies of the Motoro'a Service Agreement and the System Upgrade Agreement
(SUA it), totaling $174,868.33.

Currenily the City of Nashua’s radio system is at the 7.15 Platform Release. Last year the City paid far
the first installment of a two year upgrade agreement. This year’s installment is $145,472.84. After
Motorola receives payment for 2018 (FY29) the City wil! be upgrading to the 7.17 Platform Release in
the spring of 2015.

The Communications Division wouid like to purchase the second instaiiment for the SUA iI along with
the Maintenance services which are iisted below.

Remote Security Upgrade Services $14,973.95

This service provides the City with the software necessary to upgrade our system security on a weekly
basis. The City receives notification of an upgrade being available, the upgrade is received and then the
upgrade is installed into the necessary equipment.

ASTRO Technical Support $5,855.26
This service allows the Citywide Communications Siaff to contact Motorola Solutions experts in Elgin, IL
to assist us in troubleshooting issues or problems with the radio system.

Preventive Maintenance $8,566.28

This Service provides a Motorola System Technologist and ihe Loca! Radio Shop, Two Way
Communications, to respond to the City cn an annual basis and perform Preventive Maintenance on the
system. The City’s Communications Division does not have the equipment necessary to perform this
function. The cost of this equipment would be ioa costly for the City to acquire and would require a
substantial smount of additional training to be able to perform. It is more cost effective to have the
personne with the equipment end training to perform this function.

Pursuant to NRO Sec 5-84 (A)}(4), Special purchasing procedures for scie-source procuremenis, a
quotation dated June 30, 2018 was solicited from Motoroia Sojutions inc. to ourchase Maintenance
Services along with the System Upgrade Agreement {SUA I!) totaling $174,868.33. Funding for these
services is available in the FY 19 Citywide Communications Budget, Communications Equipment
Maintenance, Account #57. 1.620 54435.

Sincerely,

Cry oie

William Mansfieid
Radio Systems Manager
City of Nashua

SERVICE AGREEMENT

1299 E Algonquin Road
Schaumburg, fb 60196
(800) 247-2346

Centract Number:
Contract Micdifier:

USCcaon00s2s¢
RN30-iMAY-17

Date: 25-JUN-2018 Reauirec! P.O,:
- . ; Customer #: 1600413138
lame: oO A dn, “Paseas,
Company Name: Nashua Police Dept, City Of Bill to Tags: 0004
Attn: Contraci Siart date: 01-OCT-2018
Billing Address: 229 Main St Coniraci End cate: 30-JUN-2079
City, Province, Postal Code: Nashua,NH,03060 Anniversary Gay: JUN 30th
Customer Contact: Lt William Mansfield Payment Cycle. ANNUAL
Phone: 603-594-3521 Currency: USD
Qty MODEL/OPTION SERVICES DESCRIPTION Wee eee
***"" Recurring Services *****
1 SVCO1SVCO7140C | REMOTE SUS MANAGEMENT $1,653.77 $14,973.95
1 SVC01SVC1104G | ASTRO TECHNICAL SUPPORT $650.58 $5,855.25
1 SVC018VC1405C | NETWORK PREVENTATIVE MAINT $957.84 $8,566.28
Sub Totai $3,266.17 $29,395.49
Taxes
SPECIAL INSTRUCTIONS - attach Grand Total $3,266.17 $29,395.48

STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS

TAXES MAY APPLY AS PER THE JURISDICTIONS

lrecelved Statements of Work that describe the services provided on this Agreement. Motorola's Service Tarms anc Coxucditlons, a copy of
which is attached to this Service Agreemant, is Incorporated herein by this reference.

AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME)

Joshua DP. Morieh CSM 10/23/2018
MOTOROLA REPRESENTATIVE (SIGNATURE) TITLE ~~ DATE
Joshua Morick 518-928-2073
MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE

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

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