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MOTOROLA
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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.

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6.4 EXHIBIT D
SERVICE STATEMENTS OF WORK

AND
SERVICE TERMS AND CONDITIONS

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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.

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4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason,
Motorola may modify the scope of Services related to that Equipment, remove that Equipment from the Agreement; or
increase the price to Service that Equipment.

4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's
notification in a manner consistent with the level of Service purchased as indicated in this Agreement.

Section5 EXCLUDED SERVICES

5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in
other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry
standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure
events.

5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal
operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment;
accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or
maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or
multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks,
the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium.

Section6 TIME AND PLACE OF SERVICE

Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's
location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter,
heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its
subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to
the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may
perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m.,
local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services
exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges
or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola
for those charges and expenses,

Section? CUSTOMER CONTACT

Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be
available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's
personnel te maintain contact, as needed, with Motorola.

Section8 PAYMENT

Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each
payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within
twenty (20) days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes,
excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement
(except income, profit, and franchise taxes of Motorola) by any governmental entity.

Section9 WARRANTY

Moterola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a
period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of
this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund,

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on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE.

Section 10 DEFAULT/TERMINATION

10.1. If either party defaults in the performance of this Agreement, the other party will give to the non- performing
party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to
provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan
immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the
injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement
effective upon giving a written notice of termination to the defaulting party.

10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to
this Agreement, including payments which may be due and owing at the time of termination. All sums owed by
Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the
effective date of termination, Motorola will have no further obligation to provide Services.

Section 11 LIMITATION OF LIABILITY

Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence,
strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the
price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE
THE 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 OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for
contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than
one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of
liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary
provision.

Section12 EXCLUSIVE TERMS AND CONDITIONS

12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties,
whether written or oral, related to the Services, and there are no agreements or representations concerning the
subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or
modified except by a written agreement signed by authorized representatives of both parties.

12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement,
however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party
be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the
purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the
intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other
writing is signed by authorized representatives of both parties.

Section13 PROPRIETARY INFORMATION; CONFIDENTIALITY: INTELLECTUAL PROPERTY RIGHTS

13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise
furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept
confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's
written permission or as required by law, any confidential information or data to any person, or use confidential

PAPEETE ETOP AEE TEETER ERT ATEN ae ee ORO ETTORE ESET AE ET e eer eee

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information or data for any purpose other than performing its obligations under this Agreement. The obligations set
forth in this Section survive the expiration or termination of this Agreement.

13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any
time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide
Customer with access io its confidential and proprietary information, including cost and pricing data.

13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or
license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual
property created as a resuit of or related to the Equipment sold or Services performed under this Agreement.

Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS

Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications
Commission or any other federal, state, or local government agency and for complying with all rules and regulations
required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of
Customer in any governmental matters.

Section 15 COVENANT NOT TO EMPLOY

During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire,
engage on contract, solicit the employment of, or recommend employment to any third party of any employee of
Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to
those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement.
If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to
applicable law.

Section 16 MATERIALS, TOOLS AND EQUIPMENT

All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the
purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard ail such
property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to
Motorola upon request. This preperty will be held by Customer for Motorola's use without charge and may be
removed from Customer's premises by Motorola at any time without restriction.

Section1? GENERAL TERMS

17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full
force and effect.

17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the
State in which the Services are performed.

17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege.

17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's
reasonable contral, such as strikes, material shortages, or acts of God.

17.5. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this
Agreement.

17.6. 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

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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 Motorola,
assign this Agreement such that it willcontinue to benefit the Separated Business and its affiliates (and Motorola and
its affiliates, to the extent applicable) following the Separation Event.

17.7.. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE
START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY
NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY
(30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to
reflect its current rates.

17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in
effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those
services on a time and materials basis at Motorola's then effective hourly rates.

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6.6 EXHIBIT E
SYSTEM ACCEPTANCE CERTIFICATE
Customer Name:
Project Name:

This System Acceptance Certificate memorializes the occurrences of System Acceptance. Motorola and Customer
acknowledge that:

1. The Acceptance Test set forth in the Acceptance Test Plan have been successfully completed.

2. The System is accepted.

Motorola rene fe nity Nashua/Manchester, NH Dispatch Center

Signature: Signature:
Print Name: Print Name:
Title: Title:

Date: Date:

FINAL PROJECT ACCEPTANCE:

Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work
required for Final Project Acceptance.

en Nashua/Manchester, inn aCe

here Syiitee ftom a

Signature: Signature:

Print Name: Print Name:

Title: Title:

Date: Date:
CREO T REESE OEEETSR TER EOS TESOL TTLERLESEDL TA Bree eae ee ee OPRPR REPT TTA REPRE RTARTA aE

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THE CITY OF NASHUA “the Gate City

Financial Services

Purchasing Department

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May 31, 2018
Memo #18-156

TO: MAYOR DONCHESS
FINANCE COMMITTEE

SUBJECT: UTILITY APPRAISALS (VALUE: NOT-TO-EXCEED $50,000)
DEPARTMENT: 132 ASSESSING; FUND: GENERAL FUND - OVERLAY

Piease see the attached communication from Jon Duhamel, Chief Assessor, dated May 30, 2018 for
information related to this purchase.

Pursuant to NRO § 5-83 Professional Services (A) In the purchase of accounting, architectural, auditing,
engineering, legal, medical and ambulance services and purchases of independent professional
consultant services for personnel, data processing, actuarial, planning, management and other
comparable purchases competitive bidding shall not be required.

The Chief Assessor and the Purchasing Department recommend the award of this contract in an amount
not-to-exceed $50,000 to George E. Sansoucy, PE, LLC of Portsmouth, NH.

Respecttully,

—_—
Dan Kooken
Purchasing Manager

Cc: J. Griffin

p29 Main Street * Nashua, New Hampshire 03061 © Phone (603) 589-3330 « Fax (603) 589-3233 |

City of Nashua

Assessing Department

229 Main Street - Nashua, NH 03060 (603) 589-3040
Fax (603) 589-3079

From: Jon Duhamel, Chief Assessor
Date: May 30, 2018
Subject: Appraisal Request

The subject of this appraisal assignment is the Eversource Utility properties in the City that are
currently under appeal at Superior Court.

These appeals go back to the April 1, 2011 tax year, but should the taxpayer prevail, current
statutes allow the abatement to stand for any successive years, absent a good faith adjustment.
For this reason, the total exposure in taxes is estimated at approximately $550,000.

Per Legal, this falls under Chapter 5 of the city ordinance, paragraph 5-83 Professional Services.

T have included the fixed fee proposal from George SanSoucy, the preferred appraiser for this
project due to his experience & expertise at not only the appraisal work, but his ability to testify
in Superior Court.

The Assessing Department requests approval to purchase appraisals in an amount not-to-exceed
$50,000 with George (Skip) Sansoucy, Portsmouth, NH.

Respectfully,

Jon Duhamel, CNHA

Chief Assessor