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Finance Committee - Agenda - 6/6/2018 - P77

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
77
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

3/15/2818

®

wm A
SOLUTIONS

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might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is
an agent or representative of Customer in FCC or other matters.

16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals,
consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person
executing this Agreement on its behalf nas the authority to de so; upon execution and delivery of this Agreement by
the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery,
and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing
authority of the Party.

16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User
Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or
experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from
disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer
may be asked to provide valid Administrative User Credentials when in contact with Motorola System support.

Customer understands that changes made as the Administrative User can significantly impact the performance of
the System. Customer agrees that it will be sclely responsible for any negative impact on the System or its users by
any such changes. System issues occurring as a result of changes made by an Administrative User may impact
Motorola's ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such
cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be
necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or
failure to maintain Administrative User Credentials, Motorola will be entitled to bill Customer and Customer will pay
Motorola on a time and materials basis for resolving the issue.

16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for
any reason: Section 3.6 (Motorala Software); Section 3.7 (Non-Motorala Software); if any payment obligations exist,
Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties);
Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and
all of the General provisions in Section 16.

The Parties hereby enter into this Agreement as of the Effective Date.

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Name: Name:
Title: Title:
Date: Date:

OPER EERE RSET TEETER ETT ETE EET TEETER ee tte eee PEROT ETOP TELE TLE TPT ET ERP ETT OEE

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

Page @

Page Image
Finance Committee - Agenda - 6/6/2018 - P77

Finance Committee - Agenda - 6/6/2018 - P78

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
78
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

3/15/2018

®

MOTOROLA
SOLUTIONS

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6.2 EXHIBIT A
SOFTWARE LICENSE AGREEMENT

This Exhibit A Software License Agreement ("Agreement’) is between Motorola Solutions, Inc., (‘Motorola’), and The
Nashua/Manchester, NH Dispatch Center ("Licensee").

For good and valuable consideration, the parties agree as follows:
Section? DEFINITIONS

1.1. “Designated Products” means products provided by Moterola to Licensee with which or for which the
Software and Documentation is licensed for use.

1.2 “Documentation” means product and software documentation that specifies technical and performance
features and capabilities, and the user, operation and training manuals for the Software (including all physical or
electronic media upon which such information is provided).

1.3 “Open Source Software” means software with either freely obtainable source code, license for modification,
or permission for free distribution.

1.4 “Open Source Software License” means the terms or conditions under which the Open Source Software
is licensed.

1.5 “Primary Agreement” means the agreement to which this exhibit is attached.

1.6 “Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation,
or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security
breach such that data is compromised, manipulated or stolen or the system damaged.

1.7. “Software” (i) means proprietary software in object code format, and adaptations, translations, de-
compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications,
enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or
more items of software owned by a third party supplier. The term "Software" does not include any third party software
provided under separate license or third party software not licensable under the terms of this Agreement.

Section2 SCOPE

Motorcla and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary
Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains
the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and
Documentation.

Section3 SRANT OF LICENSE

3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants

to Licensee a personal, limited, non-transferable (except as permitted in Section 7) and non-exclusive license under
Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software
to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the
Designated Products. This Agreement does not grant any rights to source code.

3.2. If the Software licensed under this Agreement contains or is derived from Open Source Sottware, the terms
and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the
copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement
and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source

PREPRESS ETT EERE EEE PEPE BREET EERE ee ee POR POPSTE TPT P EPR R ETE LTTE EO ER ERT ATER RTP EER

Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 4

Page Image
Finance Committee - Agenda - 6/6/2018 - P78

Finance Committee - Agenda - 6/6/2018 - P79

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
79
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

3/15/2818

©

MOTOROLA
SOLUTIONS

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Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take
precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially
reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement: (ii} identify
the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify
where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code,
without charge, if it is publicly availabie (although distribution fees may be applicable).

Section4 LIMITATIONS ON USE

4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with
the Documentation. Any other use of the Software ts strictly prohibited. Without limiting the general nature of
these restrictions, Licensee will not make the Software available for use by third parties on a “time sharing,”
“application service provider,’ or “service bureau" basis or for any other similar commercial rental or sharing
arrangement.

4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble,

peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible
form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the
Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any
sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause
the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any
copyright notice or other notice of Motorola's proprietary rights; (v} provide, copy, transmit, disclose, divulge or make
the Software or Documentation available to, or permit the use of the Software by any third party or on any machine
except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that
would result in the production of a copy of the Software solely by activating a machine containing the Software.
Licensee may make one copy of Software to be used solely fer archival, back-up, or disaster recovery purposes;
provided that Licensee may not operate that copy of the Software at the same time as the original Software is being
operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use
af the Software.

4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third
party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or
transfer Software installed in ene unit of a Designated Product onte one other device. Licensee may temporarily
transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or
malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on
which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when
the original Designated Product is returned to operation and the Software must be removed from the other device.
Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued.

4.4, When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for

each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to
use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall
provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request.

4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter,

accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent
third party (“Auditor”) may inspect Licensee's premises, books and records, upon reasonable prior notice to
Licensee, during Licensee's normal business hours and subject to Licensee's facility and security regulations.
Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by

POOP ERR EEE TEETER ESTO REPEL ee ee PROUT ET PELE EGTA EPEC EERSTE Ee

Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 44

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Finance Committee - Agenda - 6/6/2018 - P79

Finance Committee - Agenda - 8/17/2022 - P169

By dnadmin on Sun, 11/06/2022 - 21:45
Document Date
Fri, 08/12/2022 - 13:02
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 08/17/2022 - 00:00
Page Number
169
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__081720…

CITY OF NASHUA, NEW HAMPSHIRE
OTHER POST-EMPLOYMENT BENEFITS (OPEB)
REQUIRED SUPPLEMENTARY INFORMATION

SCHEDULES OF CHANGES IN THE TOTAL OPEB LIABILITY

Total OPEB Liability
Service cost
Interest
Differences between expected and actual experience
Changes of assumptions
Benefit payments

Net change in total OPEB liability
Total OPEB liability - beginning,
Total OPEB liability - ending

(Unaudited)

City of Nashua OPEB Plan*

202) 2020 2019 2018

$ 3.169049 $$ 2.730.983 $ 2412885 $$ 2.526279

1,504,631 1,798,307 1,777,895 1,645,880
(4,278,544) (462,851) 1,068,607 (3,613,115)

2,181,485 2,780,057 1,506.786 1,309,808
(1,916,517) (1,985.541) (1,598,222) (1.978, 182)
660,104 4,860,955 5,167,951 (109,330)

54,347,990 49,487,035 44,319,084 44,428,414

$ 55,008,094 $ 54347990 $ 49,487,035 $44,319,084

* Does not include New Hampshire Retirement System Medical Subsidy.

Schedule is intended to show information for 10 years. Additional years will be displayed as they become available

See notes to the City's financial statements for summary of significant actuarial methods and assumptions.

See Independent Auditors’ Report.

161

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Finance Committee - Agenda - 8/17/2022 - P169

Finance Committee - Agenda - 6/6/2018 - P80

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
80
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

3/15/2018

@

MOTOROLA
SOLUTIONS

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Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the
purpose of verifying Licensee's compliance with the terms of this Agreement.

Section5 OWNERSHIP AND TITLE

Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software

and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights,
trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Sottware and
Documentation {including any corrections, bug fixes, enhancements, updates, modifications, adaptations,
translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation,
whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision
of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or
otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual
property developed, originated, or prepared by Motorola in connection with providing the Software, Designated
Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any
shared development or other intellectual property rights.

Section6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY

6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days

from Motorola's shipment of the Software (the "Warranty Period’). If Licensee is not in breach of any of its obligations
under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with
the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or
successful operation of a feature critical to the primary functionality or successful operation of the Software.
Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does
not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error-free,
completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's
particular requirements. Motorola makes no representations or warranties with respect to any third party software
included in the Software.

6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use
reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either
replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security
Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola
will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software
which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee.

6.3. Warranty claims are described in the Primary Agreement.

6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all

other warranties (express or implied, oral or written) with respect to the Software or Documentation, including,
without limitation, any and all implied warranties of condition, title, non-infringement, merchantability, or fitness for a
particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is
otherwise aware of any such purpose or use}, whether arising by law, by reason of custom or usage of trade, or by
course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the
Software or Documentation.

Section7 TRANSFERS

Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written
consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee paying all

POPE EO EES E TERETE EET TEER EET TT EET Dee ew ee TORO O RTE I TEPER RESET TEETER ET ERT PETE EE RES

Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 45

Page Image
Finance Committee - Agenda - 6/6/2018 - P80

Finance Committee - Agenda - 6/6/2018 - P81

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
81
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

3/15/2018

©

MOTOROLA
SOLUTIONS

LLELETTL TLL TTL UTE CELT iri r aes cv eee enw eereererree eee iit i Gata ada ny

applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio
products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its
right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished
for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the
Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided
by Motorola upon request, obligating the transferee to be bound by this Agreement.

Section8 TERM AND TERMINATION

8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed
by both parties and will continue for the life of the Designated Products with which or for which the Software

and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case
this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon
notice by Motorola.

8.2. Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that
all copies of the Software have been removed or deleted from the Designated Products and that all copies of the
Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by
Licensee.

8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the

development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this
Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee
breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or
in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated
Documentation unless Licensee is a Federal agency of the United States Government).

Section9 UNITED STATES GOVERNMENT LICENSING PROVISIONS

This Section applies if Licensee is the United States Government or a United States Government agency.
Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade
secret rights is subject te the restrictions set forth in subparagraphs (c){1) and (2) of the Commercial Computer
Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the
Department of Defense. If the Software and Documentation are being provided to the Department of Defense,
Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set
forth in subparagraph (c){1){ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013
(OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or
other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the
extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS
mentioned above, as applicable to the particular procuring agency and procurement transaction.

Section10 CONFIDENTIALITY

Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and
Confidential Information and are Motcrola's trade secrets, and that the provisions in the Primary Agreement
concerning Confidential Information apply.

Section11 LIMITATION OF LIABILITY
The Limitation of Liability provision is described in the Primary Agreement.

Section12 NOTICES

POPPE TOTO PESTER ERT ERT EEE ee POOP EET EAT OTTER ERAS TOTES ETI EEE

Use or disclosure of this proposal is subject
to the restrictions on the disclosure page. Page 46

Page Image
Finance Committee - Agenda - 6/6/2018 - P81

Finance Committee - Agenda - 6/6/2018 - P82

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
82
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

@

MOTOROLA
SOLUTIONS

FLLTETET TTL EL TUE tienes SR ee eeraereereeeeerigt Te Gh EEL

Notices are described in the Primary Agreement.
Section13 GENERAL

13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as
an admission or presumption of publication of the Software or public disclesure of any trade secrets associated with
the Software.

13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations
of the United States and Licensee will comply with all applicable laws and regulations, including export laws

and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the
appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship,
or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise
furnished to any person within any territory for which the United States Government or any of its agencies at the time
of the action, requires an export license or other governmental approval. Violation of this provision is a material
breach of this Agreement.

13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations
under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee.

13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they

apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a
sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign
government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do nat apply. In
the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar
law (collectively “UCITA’) becomes applicable te a party's performance under this Agreement, UCITA does not
govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or
obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA.

13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola

and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third
party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third
party software included in the Software will be a direct and intended third party beneficiary of this Agreement.

13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement.

13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary
Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit,
and not the Primary Agreement or any other exhibit as it applies to any other subject matter.

13.8 SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the
acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to he free
from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section
6 of this Agreement.

POTATOES TSOP ET EEE ETAT ET EP EERSTE PE TEE ee ee ae TPR L ATER EOT TTT ARERR ETO EE?

Use or disclosure of this proposal is subject
3/15/2018 to the restrictions on the disclosure page. Page 47

Page Image
Finance Committee - Agenda - 6/6/2018 - P82

Finance Committee - Agenda - 6/6/2018 - P83

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
83
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

S15 2018

®

MOTOROLA
SOLUTIONS

PLETAL ATUL TELAT eras Ese ceemerrere co LALA AL

6.3 EXHIBIT B
PAYMENT SCHEDULE

Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30)
days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check,
or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones.

10% of the Contract Price for mobilization due at contract execution (Effective Date);
25% of the Contract Price upon shipment of equipment;

40% of the Contract Price upon System Acceptance or start of beneficial use; and

4, 25% of the Contract Price upon Final Acceptance.

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Overdue invcices will bear simple interest at the rate of ten percent (10%) per annum, unless such rate exceeds the
maximum allowed by law, in which case it will be reduced to the maximum allowable rate. Motorola reserves the
right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition,
Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when
applicable.

PEPPER EEE EET ET ER ERE EET ECT EET Re eee cn eR PACT POTTS ETRE UTE EEE RSE EPP TREE LTEESE

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

Page 48

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Finance Committee - Agenda - 6/6/2018 - P83

Finance Committee - Agenda - 6/6/2018 - P84

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
84
Image URL
https://nashuameetingsstorage.blob.core.windows.net/nm-docs-pages/fin_a__060620…

@

MOTOROLA
SOLUTIONS

TTT TTT LATTE EE cree TEE
6.4 EXHIBIT D
SERVICE STATEMENTS OF WORK

AND
SERVICE TERMS AND CONDITIONS

PUPPET EOL EEE ERR EET EATER ERE ERT ETE RRR RR eee ee PRCTECTILEE TEREST ITP TR eet eee eee

Use or disclosure of this proposal is subject
3/15/2018 to the restrictions on the disclosure page. Page 49

Page Image
Finance Committee - Agenda - 6/6/2018 - P84

Finance Committee - Agenda - 6/6/2018 - P85

By dnadmin on Mon, 11/07/2022 - 11:36
Document Date
Wed, 06/06/2018 - 00:00
Meeting Description
Finance Committee
Document Type
Agenda
Meeting Date
Wed, 06/06/2018 - 00:00
Page Number
85
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SOLUTIONS

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6.5 SERVICE TERMS AND CONDITIONS

Motorola Solutions, Inc. (“Motorola”) and the customer named in this Agreement (“Customer”) hereby agree as
follows:

Section’ APPLICABILITY

These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1)
maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a
Motorola Installation Agreement.

Section2 DEFINITIONS AND INTERPRETATION

2.1. “Agreement” means these Service Terms and Conditions; the cover page for the Service Agreement or the
installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this
reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take
precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover
page or attachment states otherwise.

2.2. “Equipment” means the equipment that 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.

Section3 ACCEPTANCE

Customer accepts these Service Terms 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 term of this Agreement begins on the
“Start Date” indicated in this Agreement.

Section4 SCOPE OF SERVICES

4.1, Motorola will provide the Services described in this Agreement or in a more detailed statement of work or
other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at
Motorola's then-applicable rates for the 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 manufacturer's product manuals; and routine service procedures
that are prescribed by Motorola will be followed.

4.3. lf Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may he added to this Agreement and will be billed at the applicable rates after
the 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 complete 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 at the end of the
month in which Motorola receives the written notice.

4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous
environments.

POPES P PETER EERE EERE EEE TTA EEA eee ew ee PURPORT PEER ET TTT eae

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

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Finance Committee - Agenda - 6/6/2018 - P85

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