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REV: 12-14-23 MI <br />or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may <br />include Open Source Software. Upon request by Customer, Motorola will use <br />commercially reasonable efforts to determine whether any Open Source Software will be <br />provided under this Agreement; and if so, identify the Open Source Software and provide <br />to Customer a copy of the applicable standard license (or specify where that license may <br />be found); and provide to Customer a copy of the Open Source Software source code if <br />it is publicly available without charge (although a distribution fee or a charge for related <br />services may be applicable). <br />3.8.OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a <br />“Priced Options” exhibit is shown in Section 1, or if the parties amend this Agreement to <br />add a Priced Options exhibit. During the term of the option as stated in the Priced Options <br />exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer <br />has the right and option to purchase the equipment, software, and related services that <br />are described in the Priced Options exhibit. Customer may exercise this option by giving <br />written notice to Motorola which must designate what equipment, software, and related <br />services Customer is selecting (including quantities, if applicable). To the extent they <br />apply, the terms and conditions of this Agreement will govern the transaction; however, <br />the parties acknowledge that certain provisions must be agreed upon, and they agree to <br />negotiate those in good faith promptly after Customer delivers the option exercise notice. <br />Examples of provisions that may need to be negotiated are: specific lists of deliverables, <br />statements of work, acceptance test plans, delivery and implementation schedules, <br />payment terms, maintenance and support provisions, additions to or modifications of the <br />Software License Agreement, hosting terms, and modifications to the acceptance and <br />warranty provisions. <br />Section 4 PERFORMANCE SCHEDULE <br />If this Agreement includes the performance of services, the statement of work attached <br />as Exhibit B-1 will describe the performance schedule. <br />Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING <br />5.1.CONTRACT PRICE. The Contract Price in U.S. dollars is $1,446,572, which <br />includes the H-GAC administrative fee. Motorola will pay H-GAC’s administrative fee in <br />accordance with the payment terms of the Motorola/H-GAC Contract No. RA05-21. The <br />Contract Price may be further described in Exhibit B-1, Pricing. <br />5.2.INVOICING AND PAYMENT. Unless otherwise set forth in a Payment Schedule <br />attached as Exhibit B-1, Motorola will submit invoices to Customer for Products when they <br />are shipped and for services when they are performed. Invoices will be mailed or emailed <br />to Customer pursuant to Section 5.4, Invoicing and Shipping Addresses. Customer will <br />make payments to Motorola within thirty (30) days after the date of each invoice. <br />Customer will make payments when due in the form of a wire transfer, check, or cashier’s <br />check from a U.S. financial institution. Overdue invoices will bear simple interest at the <br />maximum allowable rate. For Customer’s reference, the Federal Tax Identification <br />ATTY/AGR.2023.310/Motorola (Radios) (Page 4 of 62)