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706|RM NSO80B SUPRAPLUS NC DUAL MUFF HEADSET als 139.00 | 31% $95.91 $383.64
708|DSFZBS6AA USB EXTERNAL DVD DRIVE us 172.00 | 10% $154.80 $154.80
TOTAL $419,011.64

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FQUIPMENT AND SERVICES SUMMARY.

Equipment $419,001
implementation Services $86,898
TOTAL SYSTEM $505,899
OPORTO PELE REET RRA RET ERT ETE RD ew UPPER EEE EATERS eae

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SECTION 6

CONTRACTUAL DOCUMENTATION

Below please find attached our Communications System Agreement, including a standard Software License
Agreement and Payment Schedule for the proposed solution.

PPP PROPEL TEEPE REE ECR TELE CEE EERE RTE PETER ee ew OTRO E OREO TTT TPE TEE

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6.1 COMMUNICATIONS SYSTEM AGREEMENT

Motorola Solutions, Inc. (“Motorcla”) and The Nashua/Manchester, NH Dispatch Center (“Customer”) enter into this
“Agreement,” pursuant to which Customer will purchase and Motorola will sell the System, as described below.
Motorola and Customer may be referred to individually as a “Party” and collectively as the “Parties.” For good and
valuable consideration, the Parties agree as follows:

Section1 EXHIBITS

The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and
resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any
inconsistency between Exhibits A through C will be resolved in their listed order,

Exhibit A Motorola “Software License Agreement”

Exhibit B “Payment Schedule”

Technical and Implementation Documents

Section 1/ “System Description” dated 3/15/2018

Section 2/ "Equipment List’ dated 3/15/2018

Section 3/ “State of Work” dated 3/15/2018
Exhibit C Service Statement(s) of Work and “Service Terms and Conditions” {if applicable)
Exhibit D “System Acceptance Certificate”

Section2 DEFINITIONS
Capitalized terms used in this Agreement have the following meanings:
2.1. “Acceptance Tests” means those tests described in the Acceptance Test Plan.

2.2. “Administrative User Credentials” means an account that has total access over the operating system, files, end
user accounts and passwords at either the System level or box level. Customer's personnel with access to the
Administrative User Credentials may be referred to as the Administrative User.

2.3. “Beneficial Use” means when Customer first uses the System or a Subsystem for operational purposes
(excluding training or testing).

2.4. “Confidential Information” means all information consistent with the fulfillment of this Agreement that is (i)
disclosed under this Agreement in oral, written, graphic, machine recognizable, and/or sample form, being clearly
designated, labeled or marked as confidential or its equivalent or (ii) obtained by examination, testing or analysis of
any hardware, software or any component part thereof provided by discloser to recipient. The nature and existence
of this Agreement are considered Confidential Information. Confidential information that is disclosed orally must be
identified as confidential at the time of disclosure and confirmed by the discloser by submitting a written document to
the recipient within thirty (30) days after such disclosure. The written document must contain a summary of the
Confideniiai Information disciosed with enough specificity for identification purpose and must be labeled or marked
as confidential or its equivalent.

2.5. “Contract Price” means the price for the System, excluding applicable sales or similar taxes and freight charges.
2.6. “Effective Date” means that date upon which the last Party executes this Agreement.

2.7. “Equipment” means the equipment that Customer purchases from Motorola under this Agreement. Equipment
that is part of the System is described in the Equipment List.

POET PES EET ETA ETT TOT R EEE ET ERR ae te POSER ORET EPPO ER REST ELE eae eae

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2.8. “Force Majeure” means an event, circumstance, or act of a third party that is beyond a Party's reasonable
control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor
disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots).

2.9. “Infringement Claim” means a third party claim alleging that the Equipment manufactured by Motorola or the
Motorola Software directly infringes a United States patent or copyright.

2.10. “Motorola Software” means Software that Motorola or its affiliated company owns.
2.11. “Non-Motorola Software” means Software that another party owns.

2.12. “Open Source Software” {also called “freeware” or “shareware”) means software with either freely obtainable
source code, license for modification, or permission for free distribution.

2.13. “Proprietary Rights” means the patents, patent applications, inventions, copyrights, trade secrets, trademarks,
trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software,
including those created or produced by Motorola under this Agreement and any corrections, bug fixes,
enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or
another party.

2.14. "Software” means the Motorola Software and Non-Motorola Software, in object code format that is furnished
with the System or Equipment.

2.15. “Specifications” means the functionality and performance requirements that are described in the Technical and
Implementation Documents.

2.16. “Subsystem” means a major part of the System that performs specific functions or operations. Subsystems are
described in the Technical and Implementation Documents.

2.17. “System” means the Equipment, Software, and incidental hardware and materials that are combined together
into an integrated system; the System is described in the Technical and Implementation Documents.

2.18. “System Acceptance” means the Acceptance Tests have been successfully completed.

2.19. “Warranty Period” means one (1) year from the date of System Acceptance or Beneficial Use, whichever
occurs first.

Section3 SCOPE OF AGREEMENT AND TERM

3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual
responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in
accordance with this Agreement.

3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested
change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree
to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a
change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change
order.

33. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual
agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the date of
Final Project Acceptance or expiration of the Warranty Period, whichever occurs last.

3.4 ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order
additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the

PERE E SEER EERE ECT EERE ESET TEP TET Re ee OPER EET E EET EGRT ETE TEETER REE ETT PEAS

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pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of
this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement,
and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss
to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within
twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is
shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorela Online
(“MOL”), and this Agreement will be the “Underlying Agreement” for those MOL transactions rather than the MOL
On-Line Terms and Conditions of Sale. MOL registration and other information may be found at https://
businessonline.motorola.com and the MOL telephone number is (800) 814-0601.

3.5. MAINTENANCE SERVICE. During the Warranty Period, in addition to warranty services, Motorola will provide
maintenance services for the Equipment and support for the Motorola Software pursuant to the Statement of Work
set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase
additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and
support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of
and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended
support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription
services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable tc those
maintenance, support or software subscription services will be Motorola‘s standard Service Terms and Conditions,
together with the appropriate statements of work.

3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely
in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the
terms and restrictions of the Software License Agreement.

3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the
standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has
granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement,
in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software
License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software.
Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in
accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and
not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts
to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open
Source Software and provide to Customer a copy of the applicable standard license (or specify where that license
may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available
without charge (although a distribution fee or a charge for related services may be applicable).

3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or
services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or
better quality to the Customer. Any substitution will be reflected in a change order.

3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a “Priced Options” exhibit is shown in
Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as
stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer
has the right and option to purchase the equipment, software, and related services that are described in the Priced
Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what
equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent
they apply, the terms and conditions of this Agreement will govern the transaction, however, the parties
acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly

SECEDE EES EEE RPE ESET EER EEE OT TET Re DEPORT PTET AT ELE RETRO TITER REET OTE TES EE ETE

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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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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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