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after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are:
specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules,
payment terms, maintenance and suppert provisions, additions to or modifications of the Software License
Agreement, hosting terms, and modifications to the acceptance and warranty provisions.

Section4 PERFORMANCE SCHEDULE

The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By
executing this Agreement, Customer authorizes Motorola to proceed with contract performance.

Section5 CONTRACT PRICE, PAYMENT AND INVOICING

5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $523,156.00. If applicable, a pricing summary is included
with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A
reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts
if applicable.

5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule.
Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20)
days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or
cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum
allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800.

5.3. INVOICING AND SHIPPING ADDRESSES.

Invoices will be sent to the Customer at the following address:

City of Nashua Accounts Payable, CS 2019, 229 Main Street, Nashua, NH 03061-2019

The address which is the ultimate destination where the Equipment will be delivered to Customer is:
Manchester Airport, 400 Kelley Ave., Manchester NH 03103

The Equipment will be shipped to the Customer at the following address (insert if this information is known):
Ossipee Min Electronics, 832 Whittier Highway, Moultonboro NH, 03254

SectionG SITES AND SITE CONDITIONS

6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will
provide a designated project manager, all necessary construction and building permits, zoning variances, licenses,
and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the
work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by
Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If
the Statement of Work so indicates, Motorola may assist Customer in the local building permit process.

6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance
with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to
the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other
environmental conditions; adequate and appropriate electrical power cutlets, distribution, equipment and
connections; and adequate telephone or other communication lines (including modem access and adequate
interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the
Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent

POPS REE REPT ROR PERT E OEE E ETAT TERE RE RE RE ee ee ODER ORATOR ERT RAED EEE EET ERT ETT EE

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Board of Aldermen Page 20
September 14, 2016

Alderman Dowd

My condolences go out to the Delainis and Latvis families. | support the student member of the student
member Conservation Commission. The Board of Education has one student from each high school and
they do provide their opinions. You get a good insight of what is really going on in the high schools. We
did have a great election day but | was disappointed by how little people showed up. | really like the new
voting booths though. We have two candidates running in November who will be spending about $100
million to educate the students in the State of New Hampshire. People are tired of seeing negative
advertisement; it’s why people don’t come out to vote.

Alderman Deane

The Conservation Commission operates under their own rules and the only authority they have is to
issue recommendations could they not just take it upon themselves to appoint a student?

Mayor Donchess

That’s what | was basically suggesting. If the Board of Aldermen wanted to be involved then we could
propose legislation but | felt we could informally appoint the students.

MOTION BY ALDERMAN DEANE TO ASK THE MAYOR TO WORK INFORMALLY WITH
CONSERVATION COMMISSION CHAIR TO APPOINT A STUDENT REPRESENTATIVE

ON THE QUESTION

Alderman O’Brien

Would that include both high schools?
Alderman Deane

The Conservation Commission is citywide. Was Mr. Gallagher looking for a student from each high
school?

Mayor Donchess

Possibly, depending on what we get for responses.
Alderman Deane

Why don’t we give the Mayor the authority to informally meet with Mr. Gallagher and if they want to
appoint a student from each high school so be it.

MOTION CARRIED
Alderman Clemons

My condolences go out to the Delainis and Latvis families but | also want to send condolences to the
family of Glen Marshall, my good friend. Glen was a mortgage originator like no one I’ve ever seen.
Glen helped countless numbers of Nashuan’s get their home for the first time or get a lower rate. He did
a lot of things for this community which some people might think are just business transactions but things
that we take for granted most of the time. He passed away unexpectedly in August and he will be
missed.

CITY OF NASHUA, NEW HAMPSHIRE
REQUIRED SUPPLEMENTARY INFORMATION
SCHEDULES OF PROPORTIONATE SHARE AND CONTRIBUTIONS
OF THE TOTAL OPEB LIABILITY

(Unaudited)

Schedule of Proportionate Share
New Hampshre Retirement System Medical Subsidy

Proportion Proportionate

of the Share of the Proportionate Share of the Plan Fiduciary Net Position
Fiscal Measurement Net OPEB Net OPEB Covered Net OPEB Liability as a Percentage of the Total
Year Date Liability Liability Payroll Percentage of Covered Payroll OPEB Liability
June 30,2021 June 30, 2020 5.35% $23.435,551 $146,299,488 16.02% 7TA%
June 30,2020 June 30, 2019 5.42% $23,774,444 $141,519,997 16.80% 7.73%
June 30,2019 June 30, 2018 5.51% $25,221,946 $139,528,277 18.08% 7.53%
June 30,2018 June 30, 2017 5.22% $23,859,048 128,054,908 18 63% 7U%

Schedule of Contributions
New Hampshire Retrement System Medal Subsidy

Contributions
Relative to
Contractualy Contractualy © Contibution Contributions as a
Fiscal Required Required Deficiency Cavered Percentage of
Year Contribution Contribution (Excess) Payroll Covered Payroll
June 30,2021 $ 2,631,411 $(2,631.411) § - $147, 787,954 1.78%
June 30,2020 = § 2,485,438 $ (2,485,438) § : $146,299,488 1.70%
June 30,2019 § 2,475,017 $(2,475,017) §$ - $141,519,997 1.75%
June 30,2018 § 2,436,719 $(2,436.719) § . $139,528,277 1.75%

Schedules are intended to show information for 10 years, Additional years will be displayed as they become available.
See notes to the City’s fmancial statements for summary’ of significant actuanal methods and assumptions.

See Independent Audaors’ Report.

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deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal
soil conditions as defined by the version of E.|.A. standard RS-222 in effect on the Effective Date.

6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are
no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site
differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the
conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If
change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to
perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order.

Section? TRAINING

Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify
Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional
costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date,
Motorola may recover these additional costs.

Section8 SYSTEM ACCEPTANCE

8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice
before the Acceptance Tests commence, System testing will occur only in accordance with the Acceptance Test
Plan.

8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests.
Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance
Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System,
acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests
for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or
phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to
Motorola a written notice that includes the specific details of the failure. lf Customer does not provide to Motorola a
failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to
have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not
materially impair the operation of the System as a whole will not postpone System Acceptance cr Subsystem
acceptance, but will be corrected according to a mutually agreed schedule.

8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing
responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore,
Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written
authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance
deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer
assumes responsibility for the use and operation of the System.

8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all
deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly
memorialize this final event by so indicating on the System Acceptance Certificate.

Section3 REPRESENTATIONS AND WARRANTIES

9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the
Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this
System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that
are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the

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System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building
that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at
System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration
outside the Specifications.

9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motoroia warrants that the Equipment under normai use
and service will be free from material defects in materials and workmanship. If System Acceptance is delayed
beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty
expires eighteen (18) months after the shipment of the Equipment

9.3. Motorola Software Warranty. Unless otherwise stated in the Software License Agreement, during the Warranty
Period, Motorola warrants the Motorola Software in a¢cordance with the terms of the Software License Agreement
and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed
beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this
warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT
THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A
PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT
AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH
PRODUCT.

9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i)
defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary,
and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair,
installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's
failure to comply with all applicable industry and OSHA standards; {ii} breakage of or damage to antennas unless
caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or
made illegible; {iv) batteries (because they carry their own separate limited warranty) or consumables; (v} freight
costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that
does not affect the operation of the Equipment; and (vii) normal or customary wear and tear.

9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before
the expiration of the Warranty Period. Upon receipt of this netice, Motorola will investigate the warranty claim. If this
investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer)
repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the
price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for
the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer
for responding to the claim on a time and materials basis using Moterola's then current labor rates. Repaired or
replaced product is warranted for the balance of the original applicable warranty pericd. All replaced products or
parts will become the property of Motorola.

9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original
user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or
transferable.

9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE
EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL
OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Section 10 DELAYS

PUPP PEELE ETP ORCL EU EET OER REET EEE AE ee PEPPER ETE OLR RRR ETT ETT ET ES

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10.1. FORCE MAJEURE. Neither Party will be liabie for its non-performance or delayed performance if caused by a
Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify
the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force
Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that
is reasonable under the circumstances.

10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors)
delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no
delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested,
compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs
incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension
of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and
standby time calculated at then current rates; and preparing and implementing an alternative implementation plan.

Section 11 DISPUTES
The Parties will use the following procedure to address any dispute arising under this Agreement (a “Dispute”).

11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State
in which the System is installed.

11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute
(“Notice of Dispute”). The Parties will attempt to rescive the Dispute promptly through gocd faith negotiations
including 1) timely escalation of the Dispute to executives whe have authority to setile the Dispute and who are at a
higher level of management than the persons with direct responsibility for the matter and 2) direct communication
between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the
Parties will proceed to mediation.

11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from
either Party (“Notice of Mediation”). Neither Party may unreasonably withhold consent to the selection of a mediator.
If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association
nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the
mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation
by a business executive with authority to settle the Dispute.

11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the
Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in
which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in
such state over any claim or matter arising under or in connection with this Agreement.

11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and
settlement negotiations for purpeses of applicable rules of evidence and any additional confidentiality protections
provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines
of laches, waiver or estoppel to affect adversely the rights of either Party.

Section12 DEFAULT AND TERMINATION

12.1 DEFAULT BY A PARTY. If either Party fails to perform a material obligation under this Agreement, the other Party
may consider the non-performing Party to be in default (unless a Force Majeure causes the failure) and may assert a
default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by
Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the
defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the

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default is not curable within thirty (30) days, provide a written cure plan. The defaulting Party will begin implementing
the cure plan immediately after receipt of notice by the other Party that it approves the plan. If Customer is the
defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan.

12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, unless
otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement. in the
event of termination for default, the defaulting Party will promptly return to the non-defaulting Party any of its
Confidential Information. If Customer is the non-defaulting Party, terminates this Agreement as permitted by this
Section, and completes the System through a third Party, Customer may as its exclusive remedy recover from
Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this
Agreement less the unpaid portion of the Contract Price. Customer will mitigate damages and provide Motorola with
detailed invoices substantiating the charges.

Section 13 INDEMNIFICATION

13.1. GENERAL INDEMNITY BY MOTOROLA. Moterola will indemnify and hold Customer harmless from any and all
liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible
property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its
subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives
Motorola prompt, written notice of any claim or suit. Customer will cooperate with Motorola in its defense or
settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of
Customer from liabilities that are in any way related to Motorola's performance under this Agreement.

13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all
liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible
property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other
contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives
Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or
settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of
Motorola from liabilities that are in any way related to Customer's performance under this Agreement.

13.3. PATENT AND COPYRIGHT INFRINGEMENT

13.3.1. Motorola will defend at its expense any suit brought against Customer to the extent itis based on a third- party
claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly
infringes a United States patent or copyright (“Infringement Claim”). Motorola's duties to defend and indemnify are
conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole
control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to
Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim.
In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages
finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in
writing, by Moterola in settlement of an Infringement Claim.

13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and
expense: (a) procure for Customer the right to continue using the Motorola Product; (b) replace or modify the
Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c)
accept the return of the Motorola Product and grant Customer a credit for the Motorola Product, less a reasonable
charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting
standards.

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13.3.3. Motorcia wiii have no duty to defend or indemnify for any infringement Ciaim that is based upon: (a} the
combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of
ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the
Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer's designs,
specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs,
specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola;
(e}) use of the Motorola Product in a manner for which the Motorela Product was not designed or that is inconsistent
with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola
Software that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from its
indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's
revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from
Customer from sales or license of the infringing Motorola Product.

13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of
an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or
further remedies, whether under another provision of this Agreement or any other legal theory or principle, in
connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 13 are subject to
and limited by the restrictions set forth in Section 14.

Section 14 LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but
not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are
claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE
THAT MOTOROLA WILL NOT BE LIABLE 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, THE SALE OR USE OF THE EQUIPMENT
OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This
limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding
any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this
Agreement may be breught more than one (1) year after the accrual of the cause of action, except for money due
upon an open account.

Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS
15.1. CONFIDENTIAL INFORMATION

15.1.1. Each party is a disclosing party (“Discloser”) and a receiving party (“Recipient”) under this agreement. During
the term of this Agreement and for a period of three (3) years from the expiration or termination of this agreement,
Recipient will (i) not disclose Confidential Information to any third party; (ii) restrict disclosure of Confidential
Information to only those employees (including, but not limited to, employees of any wholly owned subsidiary, a
parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must
be directly involved with the Confidential Information for the purpose and who are bound by confidentiality terms
substantially similar to those in this agreement; (iii) not copy, reproduce, reverse engineer, de-compile or
disassemble any Confidential Information; (iv) use the same degree of care as for its own information of like
importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; {v)
promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and
take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions
or other breach of this agreement; and {vi) only use the Confidential Information as needed to fulfill this agreement.

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15.1.2. Recipient is not obligated to maintain as confidential, Confidential Information that Recipient can demonstrate
by documentation (i) is now available or becomes available to the public without breach of this agreement, (ii) is
explicitly approved for release by written authorization of Disclose; (iii) is lawfully obtained from a third party or
parties without a duty of confidentiality; (iv) is known to the Recipient prior to such disclosure; or (v) is independently
developed by Recipient without the use of any of Discloser's Confidential Information or any breach of this
agreement.

15.1.3. All Confidential Information remains the property of the discloser and will not be copied or reproduced without
the express written permission of the Discloser, except for copies that are absolutely necessary in order to fulfill this
Agreement. Within ten (10) days of receipt of Discloser's written request, Recipient will return all Confidential
Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential
Information has been destroyed. However, Recipient may retain one {1) archival copy of the Confidential Information
that it may use only in case of a dispute concerning this Agreement. No license, express or implied, in the
Confidential Information is granted other than to use the Confidential Information in the manner and to the extent
authorized by this Agreement. The Discloser warrants that it is authorized to disclose any Confidential Information it
discloses pursuant te this Agreement.

15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any
Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary
Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights.
All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the
Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant
to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software
License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise,
any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components,
decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative
works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the
Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source
Software which is governed by the standard license of the copyright owner.

Section 16 GENERAL

16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments
or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these
taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes
(including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely
responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible
for reporting taxes on its income or net worth.

16.2, ASSIGNABILITY AND SUBCONTRACTING. 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 Motorcla, 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. Motorola may
subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.

PEPER E ERT RATER CORT TROLL E EERE EATER ERA ee ORR ETREEA OETA PERRET TTT PTET REPT ETD ATE EEE

Use or disclosure of this preposal is subject
to the restrictions on the disclosure page.

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16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be a waiver
of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving
Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that
same right or power, or the waiver of any other right or power.

16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable,
that part will be severed and the remainder of this Agreement will continue in full force and effect.

16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent
contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party.
Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of
any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or
formal business organization of any kind.

16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for
convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular
section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and
conditions and not for or against either Party.

16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties
regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and
understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple
counterparts, and shall have the same legal force and effect as if the Parties had executed it as a single document.
The Parties may sign in writing, or by electronic signature, including by email. An electronic signature, or a facsimile
copy of computer image, such as a PDF or tiff image, of a signature, shall be treated as and shall have the same
effect as an original signature. 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. This Agreement may be amended or modified only by a written instrument signed by authorized
representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a
representative of each Party signs that document.

16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and
either personally delivered or sent to the address shown below by certified mail, return receipt requested and
postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with
correct answerback received, and will be effective upon receipt:

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16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local
laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain
and comply with all Federal Communications Commission (“FCC”) licenses and authorizations required for the
installation, operation and use of the System befere the scheduled installation of the Equipment. Although Motorola

POPPE LEU OTE EET ET ROTTER EET TEL TET a es OPO EAT TTA TATA ECT TEETER OTT ee

Use or disclosure of this proposal is subject
to the restrictions on the disclosure page.

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