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Board of Aldermen — 12/12/17 Page 12

| also want to say thank you. We attend the 47™ continuous senior outing on Sunday at the Radisson. A good
time was had by all. They had a lot of gift cards, but elderly people don’t like to go to Planet Fitness we
learned. But thank you, Mayor, for having us, and | look forward to our golden jubilee.

I’d like to wish everyone a Happy Hanukkah and Merry Christmas, and we'll see you in two weeks.

Alderman Dowd

I'd like to wish everybody a happy and a safe holiday season. Merry Christmas and Happy Hanukkah. One
thing the Mayor didn’t mention is he had a very successful Ward 9 meeting between the last meeting and now,
and some of us attended it and there was quite a gathering there and the residents’ questions were answered.
| was at the breakfast, under fear of disappointing Alderman Caron. | have to say, | was amazed this year at
the number and quality of the gingerbread houses. They have gone way, way above; they improve every year.
Next year, | can’t imagine how they’re going to top it. They were very intricate and very well done. | think a lot
of that goes to Alderman Caron pushing the people to be creative.

| Know we have another meeting in two weeks, but if | do miss any of the outgoing Aldermen, it’s been a

pleasure serving with you. We may not have always agreed on things, but certainly, that’s why we’re here; to
agree to disagree on certain things and to, in the end, everybody get along. | wish you all well.

Alderman Cookson

I’d like to wish my colleagues and constituents a very Merry Christmas, Happy Holidays, and Happy Hanukkah.
Alderman Wilshire

I'd like to wish everyone a Happy Hanukkah and Merry Christmas.

Alderman Lopez

| apologize to the Board for forgetting what | was trying to say before; Alderman Caron just reminded me. Last
year, the Golden Shovel contest was pretty popular so | was asked to do it again. Ward 4 residents who will
shovel sidewalk space in front of their houses in order to let their neighbors more safely transition it are eligible
for the contest. Basically, we’re going to judge whoever does the most streets, and then we'll have a voting at
the end of the winter, whenever that is, on who did the most, who gets first, second and third prize. So anyone
who is interested in Ward 4 in participating, just contact me for more details please.

| wish everybody a Happy Holidays and a Merry Christmas.

President McCarthy

On an administrative note, tomorrow at the Infrastructure meeting, the public hearing on street renumbering,
that requires that a quorum of the Board of Aldermen be present. So | would like to ask who is going to be
present tomorrow for the Infrastructure meeting.

[Show of hands.]
President McCarthy
| guess I’m coming to Infrastructure tomorrow.

I’d like to wish everybody a Merry Christmas, a Happy Hanukkah or whatever holiday is appropriate. I’m very
happy that the batteries in the tree lasted through the whole meeting.

SERVICE AGREEMENT

1299 E Algonquin Road Contract Number: USC000044501
Schaumburg, iL 60796 Contract Modifier:
(800) 247-2346
Date: 02-APR-2021 Required P.O.:
. . Customer #: 1000413138
Company Name: Nashua Police Dept, City Of Bill to Tag#: 0001
Attn: Contract Start date: 01-JUL-2021
Billing Address: 229 Main St Contract End date: 30-JUN-2022
City, Province, Postal Code: Nashua,NH,03060 Anniversary Day: JUN 30th
Customer Contact: Lt William Mansfield Payment Cycle: ANNUAL
Phone: 603-594-3521 Currency: USD
aTy MODEL/OPTION SERVICES DESCRIPTION See eee
EXT AMT
“™* Recurring Services *****
1 SVCO04SVC0169A | SYSTEM UPGRADE AGREEMENT II $17,148.02 $205,776.19
Sub Total $17,148.02 $205,776.19
Taxes
SPECIAL INSTRUCTIONS - attacu Grand Total $17,148.02 $205,776.19

STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS

Contract End Date is the same as the
Termination Date for purposes of
Section 17.7 below

TAXES MAY APPLY AS PER THE JURISDICTIONS

l received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of
which is attached to this Service Agreement, is incorporated herein by this reference.

AUTHORIZED CUSTOMER SIGNATURE - TITLE DATE
CUSTOMER (PRINT NAME)
“MOTOROLA REPRESENTATIVE (SIGNATURE) TITLE DATE

Joshua Morick

518-928-2073

MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE

Company Name

: Nashua Police Dept, City Of

Service Terms and Conditions

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

Section 1. APPLICABILITY

These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer
(1) maintenance, support, or other services under a Motorola Service Agreement, (2) installation services under a Motorola
installation Agreement, or (3) SUA services (defined below) program as more specifically set forth in the attached SUA
Addendum.

Section 2. DEFINITIONS AND INTERPRETATION

2.1. “Agreement” means these Maintenance 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 Maintenance 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.

2.4 “SUA” or “SUA II” means Motorola's Software Upgrade Agreement program.

Section 3. ACCEPTANCE

Customer accepts these Maintenance 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.

Section 4. 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. |f 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. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be 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.

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 frem 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.

Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;

excessive wear and tear; or 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.

Section 6. 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 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available

twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to
maintain contact, as needed, with Motorola.

Section 8. PAYMENT

Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment
period. 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.

Section 9. WARRANTY

Motorola 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, 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
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 three (3) years 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.

Section 12. 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.

Section 13. 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 iaw, any confidential information or data to any person, or use confidential 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 to 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
result 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. INTENTIONALLY OMITTED

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 all 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
property 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.

Section 17. 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 shall be governed by the laws of the State of New Hampshire and any claim or action brought relating to
this Agreement, the work performed or contracted to be performed hereunder shall be brought in Hillsborough County (New
Hampshire) Superior Court Southern Judicial District or in the New Hampshire 9" Circuit Court, Nashua.

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 control, 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 foregoing, Motorola
may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. tn
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 will continue 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.

17.9 This Agreement may be executed in one or more counterparts, all of which shall be considered part of the
Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature
shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. 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.

Revised Oct 15, 2015

SUA ADDENDUM

This Addendum to the Communications System and Services Agreement or other previously executed
Agreement currently in force, as applicable ("Primary Agreement”) provides additional or different terms and
conditions to govern the sale of SUA services. The terms in this Addendum are integral to and incorporated into
the Primary Agreement signed by the Parties.

1. DEFINITIONS

All capitalized terms not otherwise defined herein shall have the same meaning as defined in the Agreement.
“SUA” or “SUA I” means Motorola's Software Upgrade Agreement program.

2. SCOPE

Motorola will provide SUA Services as further described in the applicable Statement of Work, or attachment to
Motorola's proposal for additional services.

3. TERMS AND CONDITIONS

The terms of the Primary Agreement combined with the terms of this Addendum will govern the products and
services offered pursuant to this Addendum. To the extent there is a conflict between the terms and conditions of
the Primary Agreement and the terms and conditions of this Addendum, this Addendum takes precedence.

3.2 SUASERVICES

3.2.1 PURCHASE ORDER ACCEPTANCE. Purchase orders for SUA services and software support,
during the Warranty Period or after the Warranty Period, become binding only when accepted in writing by
Motorola.

3.2.2 The Software License Agreement included as Exhibit A to this Addendum applies to any Motorola
Software provided as part of the SUA transactions.

3.2.3 The term of this Addendum is one year years, commencing on the Start Date identified on the
Cover Page. The SUA Price for the one (1) year of service is $193,963.80, excluding applicable sales or use
taxes but including discounts as more fully set forth in the pricing pages. Because the SUA is a subscription
service as more fully described in the applicable SUA Statement of Work, payment from Customer is due in
advance and will not be in accordance with any Payment Milestone Schedule.

3.2.4 The System upgrade will be scheduled during the subscription period and will be performed when
Motorola’s system upgrade operation resources are available. Because there might be a significant time frame
between when this Amendment ts executed and when a System upgrade transaction is performed, Motorola may
substitute any of the promised Equipment or Software so long as the substitute is equivalent or superior to the
initially promised Equipment or Software.

3.2.5 Acceptance of a SUA transaction occurs when the Equipment (if any) and Software are delivered
and the SUA services are fully performed; there is no Acceptance Testing with a SUA transaction.

3.2.6 The Warranty Period for any Equipment or Motorola Software provided under a SUA transaction
will commence upon shipment and not on System Acceptance or Beneficial Use, and is for a period of ninety (90)
days rather than one (1) year. The ninety (90) day warranty for SUA services is set forth in the SUA Statement of

Work.

3.2.7 In addition to the description of the SUA services and exclusions provided in the SUA Statement of
Work, the following apply:

a) Upon reasonable request by Motorola, Customer will provide a complete serial and model
number list of the Equipment.

b) SUA services exclude 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.

c) Unless specifically included in this Addendum or the SUA Statement of Work, SUA services
exclude items that are consumed in the normal operation of the Equipment; accessories; 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.

d) Customer will provide Motorola with designated points of contact (list of names and phone
numbers) that will be available during the performance of the SUA services.

3.2.8 The SUA annualized price is based on the fulfillment of the two year cycle. If Customer terminates
this service during a two year cycle, except for Motorola’s default, then Customer will be required to pay for the

balance of payments owed for the two year cycle if a major system release has been implemented before the
point of termination.

3.2.9 SUA INFLATION ADJUSTMENT. For multi-year agreements, at the end of the first year of the
Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.
Department of Labor, Consumer Price Index, ali Items, Unadjusted Urban Areas (CPI-U). Should the annual
inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all
future maintenance prices by the CP! increase amount exceeding 3%. All items, not seasonally adjusted shall
be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average
for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the
CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).

4. ENTIRE AGREEMENT. This Addendum, any related attachments, and the Agreement, constitutes the
entire agreement of the Parties regarding the subject matter of this Addendum and supersedes all previous
agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This
Addendum 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 or purchase order,
acknowledgment or other form will not be considered an amendment or modification of this Addendum, even if a
representative of each Party signs that document.

END

SERVICE AGREEMENT

1299 E Algonquin Road Contract Number: USC000005299
Schaumburg, iL 60196 Contract Modifier:
(800) 247-2346
Date: 02-APR-2021 Required P.O.:
. . . Customer #: 1000413138
Company Name: Nashua Police Dept, City Of Bill to Tag#: 0001
Attn: Contract Start date: O1-JUL-2021
Billing Address: 229 Main St Contract End date: 30-JUN-2022
City, Province, Postal Code: Nashua,NH,03060 Anniversary Day: JUN 30th
Customer Contact: Lt William Mansfield Payment Cycle: ANNUAL
Phone: 603-594-3521 Currency: USD
QTy MODEL/OPTION SERVICES DESCRIPTION MONTHLY | EXTENDED
EXT AMT
*“““* Recurring Services *****
1 svcoisvco140c | REMOTE SUS MANAGEMENT $1,765.09 $21,181.12
1 SVC01SVC1104C | ASTRO TECHNICAL SUPPORT $690.20 $8,282.41
1 SVCO1SVC1405C | NETWORK PREVENTATIVE MAINT $676.39 $8,116.66
Sub Total $3,131.68 $37 580.18
Taxes
SPECIAL INSTRUCTIONS - attacn Grand Total $3,131.68 $37,580.18

Termination Date for purposes of
Section 17.7 below

STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS
Contract End Date is the same as the

TAXES MAY APPLY AS PER THE JURISDICTIONS

I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of
which is attached to this Service Agreement, is incorporated herein by this reference.

AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME}
MOTOROLA REPRESENTATIVE (SIGNATURE) TITLE DATE

Joshua Morick

518-928-2073

MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE

Service Terms and Conditions

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

Section 1. APPLICABILITY

These Maintenance 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.

Section 2. DEFINITIONS AND INTERPRETATION

2.1. “Agreement” means these Maintenance 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 Maintenance 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.

Section 3. ACCEPTANCE

Customer accepts these Maintenance 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.

Section 4, 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. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial
Equipment, the additional equipment may be 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.

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.

Section 5. EXCLUDED SERVICES
5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other
than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards;