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HomeMy WebLinkAboutDoc 013 - Motorola Svc Agrmt - SODeschutes County Board of Commissioners 1300 NW Wall St., Suite 200, Bend, OR 97701-1960 (541) 388-6570 - Fax (541) 385-3202 - www.deschutes.org AGENDA REQUEST & STAFF REPORT For Board Business Meeting of March 9, 2011 DATE: February 28, 2011 FROM: Darryl Nakahira Department: Sheriff's Office Phone#: 617-3369 TITLE OF AGENDA ITEM: Consideration of Board Signature of Document No. 2011-013, a Service Agreement between the Deschutes County Sheriffs Office and Motorola Solutions, a subsidiary of Motorola, for communications equipment. PUBLIC HEARING ON THIS DATE? No BACKGROUND AND POLICY IMPLICATIONS: This is the annual renewal of an existing, sole source procurement for maintenance and repair to Motorola equipment used in the current 800 MHz Sheriffs Office radio communications system. Motorola Solutions provides a variety of services to assist the Sheriff's Office in maintaining its existing radio system, including technical support, infrastructure repair, and preventative maintenance. FISCAL IMPLICATIONS: The total annual payment will be $186,625.32, which is included in the current budget for 2011. The cost for the 2011 agreement has decreased by $16,542.60 from the 2010 agreement. The reason for the decrease is because the Sheriff's Office has acquired the parts necessary to make certain repairs to the system. In most cases, the costs involved to send parts to Motorola to make the repairs, including interim equipment and shipping costs, have been eliminated. RECOMMENDATION & ACTION REQUESTED: Approve and sign Service Agreement 2011-013. ATTENDANCE: Darryl Nakahira, Sheriff's Office Legal Counsel; Jon Sholes, Sheriff's Office Communications Technician; and Captain Tim Edwards of the Sheriff's Office DISTRIBUTION OF DOCUMENTS: Return one signed original to Darryl Nakahira, Sheriffs Office Legal Counsel, for distribution. DESCHUTES COUNTY DOCUMENT SUMMARY Date: February 28, 2011 Department: Sheriffs Office Contractor/Supplier/Consultant Name: Motorola Solutions (a subsidiary of Motorola) Contractor Contact: Jim Nicholl Contractor Phone #: 253-377-9400 Type of Document: Document 2011-013 is a Service Agreement between Motorola Solutions and the Sheriffs Office. Goods and/or Services: This is an existing, sole source procurement for maintenance and repair to Motorola equipment used in the current 800 MHz Sheriffs Office radio system. Background & History: This is the annual service agreement renewal needed to insure the existing radio communication system is repaired and maintained. The agreement is with Motorola Solutions because the County has purchased communications equipment from Motorola since 1998 and only Motorola Solutions can maintain, repair, and guarantee that the equipment will function as required for the Sheriffs Office. Agreement Starting Date: January 1, 2011 Ending Date: December 31, 2011 Annual Value or Total Payment: $186,625.32 ® Insurance Certificate Received (check box) Insurance Expiration Date: 7/01/2011 Check all that apply: ❑ RFP, Solicitation or Bid Process ❑ Informal quotes (<$150K) ® Exempt from RFP, Solicitation or Bid Process (specify — see DCC §2.37) DCC 2.37.080(6)(4) Funding Source: Included in current budget? ® Yes ❑ No If No, has budget amendment been submitted? ❑ Yes ❑ No Is this a Grant Agreement providing revenue to the County? ❑ Yes ® No 2/28/2011 Departmental Contact and Title: Darryl Nakahira, Sheriffs Office Legal Counsel Phon #: 617-3 69 Sheriff's Approval: Date r Distribution of Documedt: Return one original to Darryl Nakahira, Sheriff's Office Legal Counsel Official Review: County Signature Required (check one): ® BOCC ❑ Department Director (if <$25K) II Administrator (if >$25K but <$150K; if >$150K, BOCC Order No. Legal Review Document Number 2011-013 Date.9.128 lit 2/28/2011 REVI WED SHERIF OFFICE LEGAL COUNSEL DESCHUTES COUNTY SERVICES CONTRACT CONTRACT NO. 2011- 013 This Contract is between DESCHUTES COUNTY, a political subdivision, acting by and through the Sheriffs Office (County) and MOTOROLA SOLUTIONS, INC. (Contractor). The parties agree as follows: Effective Date and Termination Date. The effective date of this Contract shall be January 1, 2011. Unless extended or terminated earlier in accordance with its terms, this Contract shall terminate when County accepts Contractor's completed performance or on December 31, 2011, whichever date occurs last. Contract termination shall not extinguish or prejudice County's right to enforce this Contract with respect to any default by Contractor that has not been cured. Statement of Work. Contractor shall perform the work described in Exhibit 1 and Attachments A -J. Payment for Work. County agrees to pay Contractor in accordance with Exhibit 1. Contract Documents. This Contract includes Page 1-15, Exhibits 1- 7, and Attachments A-5. CONTRACTOR DATA AND SIGNATURE Contractor Address: Federal Tax ID# or Social Security #: FEIN — 36-1115800 Is Contractor a nonresident alien? Yes ® No Business Designation (check one): ❑ Sole Proprietorship ®Corporation -for profit ❑ Corporation -non-profit ❑ Partnership ❑ Other, describe A Federal tax ID number or Social Security number is required to be provided by the Contractor and shall be used for the administration of state, federal and local tax laws. Payment information shall be reported to the Internal Revenue Service under the name and Federal tax ID number or, if none, the Social Security number provided above. I have read this Contract including the attached Exhibits. I understand this Contract and agree to be bound by its terms. NOTE: Contractor shall also sign Exhibits 3 and 4 and, if applicable, Exhibit 6. Signat r 101 bit1 C11u1 Name (please print) Title Date DESCHUTES COUNTY SIGNATURE Contracts with a maximum consideration of not greater than $25,000 are not valid and not binding on the County until signed by the appropriate Deschutes County Department Head. Additionally, Contracts with a maximum consideration greater than $25,000 but Tess than $150,000 are not valid and not binding on the County until signed by the County Administrator or the Board of County Commissioners. , 2011 Board of County Commissioners' signatures on pg 2 of Exhibit 7 Page 1 of 15 - Personal Services Contract No. 2011-013 STANDARD TERMS AND CONDITIONS 1. Time is of the Essence. Contractor agrees that time is of the essence in the performance of this Contract. 2. Compensation. Payment for all work performed under this Contract shall be made in the amounts and manner set forth in Exhibit 1. a. Payments shall be made to Contractor following County's review and approval of billings and deliverables submitted by Contractor. b. All Contractor billings are subject to the maximum compensation amount of this contract. c. Contractor shall not submit billings for, and County shall not pay, any amount in excess of the maximum compensation amount of this Contract, including any reimbursable expenses, (See Exhibit 5). 1) If the maximum compensation amount is increased by amendment to this Contract, the amendment shall be signed by both parties and fully executed before Contractor performs work subject to the amendment. 2) No payment shall be made for any services performed before the beginning date or after the expiration date of this contract. d. This Contract shall not be amended after the expiration date. e. Contractor shall submit monthly invoices for work performed. The invoices shall describe all work performed with particularity and by whom it was performed and shall itemize and explain all expenses for which reimbursement is claimed. f. The invoices also shall include the total amount invoiced to date by Contractor prior to the current invoice. g. Prior to approval or payment of any billing, County may require and Contractor shall provide any information which County deems necessary to verify work has been properly performed in accordance with the Contract. 3. Delegation, Subcontracts and Assignment. Contractor shall not delegate or subcontract any of the work required by this Contract or assign or transfer any of its interest in this Contract, without the prior written consent of County, which consent will not be unreasonably withheld., a. Any delegation, subcontract, assignment, or transfer without prior written consent of County shall constitute a material breach of this contract. b. Any such assignment or transfer, if approved, is subject to such conditions and provisions as the County may deem necessary. c. No approval by the County of any assignment or transfer of interest shall be deemed to create any obligation of the County to increase rates of payment or maximum Contract consideration. d. Prior written approval shall not be required for the purchase by the Contractor of articles, supplies and services which are incidental to the provision of services under this Contract that are necessary for the performance of the work. e. Any subcontracts that the County may authorize shall contain all requirements of this contract, and unless otherwise specified by the County the Contractor shall be responsible for the performance of the subcontractor. Notwithstanding the foregoing, Motorla 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 will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. 4. No Third Party Beneficiaries. a. County and Contractor are the only parties to this Contract and are the only parties entitled to enforce its terms. b. Nothing in this Contract gives or provides any benefit or right, whether directly, indirectly, or otherwise, to third persons unless such third persons are individually identified by name in this Contract and expressly described as intended beneficiaries of this Contract. Page 2 of 15 - Personal Services Contract No. 2011-013 5. Successors in Interest. The provisions of this Contract shall be binding upon and inure to the benefit of the parties and their successors and approved assigns, if any. 6. Early Termination. This Contract may be terminated as follows: a. Mutual Consent. County and Contractor, by mutual written agreement, may terminate this Contract at any time. b. Party's Convenience. County or Contractor may terminate this Contract for any reason upon 30 calendar days written notice to the other party. c. For Cause. County may also terminate this Contract effective upon delivery of written notice to the Contractor, or at such later date as may be established by the County, under any of the following conditions: 1) If funding from state or other sources is not obtained and continued at levels sufficient to allow for the purchase of the indicated quantity of services as required in this Contract. 2) This Contract may be modified to accommodate the change in available funds. 3) If state laws, regulations or guidelines are modified, changed or interpreted in such a way that the services are no longer allowable or appropriate for purchase under this Contract or are no longer eligible for the funding proposed for payments authorized by this Contract. 4) In the event sufficient funds shall not be appropriated for the payment of consideration required to be paid under this Contract, and if County has no funds legally available for consideration from other sources. 5) If any license or certificate required by law or regulation to be held by the Contractor to provide the services required by this Contract is for any reason denied, revoked, suspended, not renewed or changed in such a way that the Contractor no longer meets requirements for such license or certificate. d. Contractor Default or Breach. The County, by written notice to the Contractor, may immediately terminate the whole or any part of this Contract under any of the following conditions: 1) If the Contractor fails to provide services called for by this Contract within the time specified or any extension thereof. 2) If the Contractor fails to perform any of the other requirements of this Contract or so fails to pursue the work so as to endanger performance of this Contract in accordance with its terms, and after receipt of written notice from the County specifying such failure, the Contractor fails to correct such failure within 30 calendar days or such other period as the County may authorize. 3) Contractor institutes or has instituted against it insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis. e. County Default or Breach. 1) Contractor may terminate this Contract in the event of a breach of this Contract by the County. Prior to such termination, the Contractor shall give to the County written notice of the breach and intent to terminate. 2) If the County has not entirely cured the breach within 10 calendar days of the date of the notice, then the Contractor may terminate this Contract at any time thereafter by giving notice of termination. 7. Payment on Early Termination. Upon termination pursuant to paragraph 6, payment shall be made as follows: a. If terminated under subparagraphs 6 a. through c. of this Contract, the County shall pay Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract. Provided however, County shall not pay Contractor for any obligations or liabilities incurred by Contractor after Contractor receives written notice of termination. b. If this Contract is terminated under subparagraph 6 d. of this Contract, County obligations shall be limited to payment for services provided in accordance with this Contract prior to the date of termination, less any damages suffered by the County. c. If terminated under subparagraph 6 e of this Contract by the Contractor due to a breach by the County, then the County shall pay the Contractor for work performed prior to the termination date if such work was performed in accordance with the Contract: Page 3 of 15 - Personal Services Contract No. 2011-013 1) with respect to services compensable on an hourly basis, for unpaid invoices, hours worked within any limits set forth in this Contract but not yet billed, authorized expenses incurred if payable according to this Contract and interest within the limits set forth under ORS 293.462, and 2) with respect to deliverable -based Work, the sum designated for completing the deliverable multiplied by the percentage of Work completed and accepted by County, less previous amounts paid and any claim(s) that County has against Contractor. 3) Subject to the limitations under paragraph 8 of this Contract. 8. Remedies. In the event of breach of this Contract the parties shall have the following remedies: a. Termination under subparagraphs 6 a. through c. of this Contract shall be without prejudice to any obligations or liabilities of either party already reasonably incurred prior to such termination. 1) Contractor may not incur obligations or liabilities after Contractor receives written notice of termination. 2) Additionally, neither party shall be liable for any indirect, incidental, consequential or special damages under this Contract or for any damages of any sort arising solely from the termination of this Contract in accordance with its terms, b. If terminated under subparagraph 6 d. of this Contract by the County due to a breach by the Contractor, County may pursue any remedies available at law or in equity. 1) Such remedies may include, but are not limited to, termination of this contract, return of all or a portion of this Contract amount, payment of interest earned on this Contract amount, and declaration of ineligibility for the receipt of future contract awards. 2) Additionally, County may complete the work either by itself, by agreement with another Contractor, or by a combination thereof. If the cost of completing the work exceeds the remaining unpaid balance of the total compensation provided under this Contract, then the Contractor shall be liable to the County for the amount of the reasonable excess. c. If amounts previously paid to Contractor exceed the amount due to Contractor under this Contract, Contractor shall repay any excess to County upon demand. d. Neither County nor Contractor shall be held responsible for delay or default caused by fire, civil unrest, labor unrest, riot, acts of God, or war where such cause was beyond reasonable control of County or Contractor, respectively; however, Contractor shall make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under this Contract. For any delay in performance as a result of the events described in this subparagraph, Contractor shall be entitled to additional reasonable time for performance that shall be set forth in an amendment to this Contract. e. The passage of this Contract expiration date shall not extinguish or prejudice the County's or Contractor's right to enforce this Contract with respect to any default or defect in performance that has not been cured. f. County's remedies are cumulative to the extent the remedies are not inconsistent, and County may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 9. Contractor's Tender upon Termination. Upon receiving a notice of termination of this Contract, Contractor shall immediately cease all activities under this Contract unless County expressly directs otherwise in such notice of termination. a. Upon termination of this Contract, Contractor shall deliver to County all documents, information, works -in -progress and other property that are or would be deliverables had this Contract been completed. b. Upon County's request, Contractor shall surrender to anyone County designates, all documents, research, objects or other tangible things needed to complete the work. Motorola will not grant Customer any rights to Motorola's intellectual property, including patents, patent applications, copyrights, trademarks, and trade secrets, except that Customer will have the normal non-exclusive royalty -free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Title to all Motorola software, including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola. 10. Work Standard. a. Contractor shall be solely responsible for and shall have control over the means, methods, Page 4 of 15 - Personal Services Contract No. 2011-013 techniques, sequences and procedures of performing the work, subject to the plans and specifications under this Contract and shall be solely responsible for the errors and omissions of its employees, subcontractors and agents. b. For goods and services to be provided under this contract, Contractor agrees to: 1) perform the work in a good, workmanlike, and timely manner using the schedule, materials, plans and specifications approved by County; 2) comply with all applicable legal requirements; 3) comply with all programs, directives, and instructions of County relating to safety, storage of equipment or materials; 4) take all precautions necessary to protect the safety of all persons at or near County or Contractor's facilities, including employees of Contractor, County and any other contractors or subcontractors and to protect the work and all other property against damage. 11. Drugs and Alcohol. Contractor shall adhere to and enforce a zero tolerance policy for the use of alcohol and the unlawful selling, possession or use of controlled substances while performing work under this Contract. 12. Insurance. Upon execution of this Contract, Contractor shall provide insurance in accordance with Exhibit 2 attached hereto and incorporated by reference herein. 13. Expense Reimbursement. If the consideration under this Contract provides for the reimbursement of Contractor for expenses, Exhibit 1 shall state that Contractor is or is not entitled to reimbursement for such expenses. a. County shall only reimburse Contractor for expenses reasonably and necessarily incurred in the performance of this contract. b. Expenses reimbursed shall be at the actual cost incurred; including any taxes paid, and shall not include any mark-up unless the mark-up on expenses is specifically agreed to in this Contract. c. The cost of any subcontracted work approved in this Contract shall not be marked up. d. Contractor shall not bill County for any time expended to complete the documents necessary for reimbursement of expenses or for payment under this contract. 14. Criminal Background investigations. Motorola affirms that it checks the criminal records of all applicants for felony convictions and misdemeanor convictions involving a violent act or threat of violence within the seven (7) years prior to employment, where permitted by law. If circumstances arise that cause the Customer to reasonably believe an additional criminal background check is necessary, Motorola agrees to conduct such a check on terms that are mutually acceptable to the parites and compliant with applicable law. However, in no event can Motorola agree to waive the rights of its employees, nor can Motorola provide the Customer with any information protected by law, including but not limited to background check data. 15. Confidentiality. Contractor shall maintain confidentiality of information obtained pursuant to this Contract as follows: a. Contractor shall not use, release or disclose any information concerning any employee, client, applicant or person doing business with the County for any purpose not directly connected with the administration of County's or the Contractor's responsibilities under this Contract except upon written consent of the County, and if applicable, the employee, client, applicant or person. b. The Contractor shall ensure that its agents, employees, officers and subcontractors with access to County and Contractor records understand and comply with this confidentiality provision. c. Contractor shall treat all information as to personal facts and circumstances obtained on Medicaid eligible individuals as privileged communication, shall hold such information confidential, and shall not disclose such information without the written consent of the individual, his or her attorney, the responsible parent of a minor child, or the child's guardian, except as required by other terms of this Contract. d. Nothing prohibits the disclosure of information in summaries, statistical information, or other form that does not identify particular individuals. 16. Reports. Contractor shall provide County with periodic reports at the frequency and with the information prescribed by County. Further, at any time, County has the right to demand adequate Page 5 of 15 - Personal Services Contract No. 2011-013 assurances that the services provided by Contractor shall be in accordance with the Contract. Such assurances provided by Contractor shall be supported by documentation in Contractor's possession from third parties. 17. Access to Records. Contractor shall maintain fiscal records and all other records pertinent to this Contract. a. All fiscal records shall be maintained pursuant to generally accepted accounting standards, and other records shall be maintained to the extent necessary to clearly reflect actions taken. 1) All records shall be retained and kept accessible for at least three years following the final payment made under this Contract or all pending matters are closed, whichever is later. 2) If an audit, litigation or other action involving this Contract is started before the end of the three year period, the records shall be retained until all issues arising out of the action are resolved or until the end of the three year period, whichever is later. b. Upon thirty (30) days prior written notice to Contractor, County and its authorized representatives shall have the right to direct access to all of Contractor's directly pertinent books, documents, papers and records related to this Contract for the purpose of conducting audits and examinations and making copies, excerpts and transcripts. 1) These records also include licensed software and any records in electronic form, including but not limited to computer hard drives, tape backups and other such storage devices. County shall reimburse Contractor for Contractor's cost of preparing copies. 2) If Contractor's dwelling is Contractor's place of business, Contractor may, at Contractor's expense, make the above records available at a location acceptable to the County. In no circumstances will Motorola be required to create or maintain documents not kept in the ordinary course of Motorola's business operation, nor will Motorola be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary to Motorola. 18. Ownership of Work. Motorola will not grant Customer any rights to Motorola's intellectual property, including patents, patent applications, copyrights, trademarks, and trade secrets, except that Customer will have the normal non-exclusive royalty -free license to use that is implied, or otherwise arises by operation of law, in the sale of a product. Title to all Motorola software, including all rights in patents, copyrights, trade secrets, and other intellectual properties, remains vested exclusively in Motorola. 19. County Code Provisions. Except as otherwise specifically provided, and only if applicable to Contractor and this Contract, the provisions of Deschutes County Code, Section 2.37.150 are incorporated herein by reference. Such code section may be found at the following URL address: http://www.co. deschutes. or.us/dccode/Title2/htm I/Chapter2.37. htm . 20. Partnership. County is not, by virtue of this contract, a partner or joint venturer with Contractor in connection with activities carried out under this contract, and shall have no obligation with respect to Contractor's debts or any other liabilities of each and every nature. 21. Indemnity and Hold Harmless. Motorola will indemnify and hold Customer harmless from any and all libility, expense, judgement, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, provided that Customer gives Motorola prompt, wrtten notice of any such claim or suit. Customer shall cooperate with Motorola in its defense or settlement of such claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. Page 6 of 15 - Personal Services Contract No. 2011-013 22. Waiver. a. County's delay in exercising, or failure to exercise any right, power, or privilege under this Contract shall not operate as a waiver thereof, nor shall any single or partial exercise or any right, power, or privilege under this Contract preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege. b. The remedies provided herein are cumulative and not exclusive of any remedies provided by law. 23. Governing Law. This Contract shall be governed by and construed in accordance with the laws of the State of Oregon without regard to principles of conflicts of law. 24. Severability. If any term or provision of this Contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and provisions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if this Contract did not contain the particular term or provision held invalid. 25. Counterparts. This Contract may be executed in several counterparts, all of which when taken together shall constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart. Each copy of this Contract so executed shall constitute on original. 26. Notice. Except as otherwise expressly provided in this Contract, any communications between the parties hereto or notices to be given hereunder shall be given in writing, to Contractor or County at the address or number set forth below or to such other addresses or numbers as either party may hereafter indicate in writing. Delivery may be by personal delivery, facsimile, or mailing the same, postage prepaid. a. Any communication or notice by personal delivery shall be deemed delivered when actually given to the designated person or representative. b. Any communication or notice sent by facsimile shall be deemed delivered when the transmitting machine generates receipt of the transmission. To be effective against County, such facsimile transmission shall be confirmed by telephone notice to the County Administrator. c. Any communication or notice mailed shall be deemed delivered five (5) days after mailing. Any notice under this Contract shall be mailed by first class postage or delivered as follows: To Contractor: utu'-t ►-11 (2v -,') (,qte-t Lvp Qd`1@ Fax No. — To County: Captain Tim Edwards Deschutes County Sheriff's Office 63333 W Hwy 20 Bend, Oregon 97701 Fax No. 541-389-4454 27. Merger Clause. This Contract and the attached exhibits constitute the entire agreement between the parties. a. All understandings and agreements between the parties and representations by either party concerning this Contract are contained in this Contract. b. No waiver, consent, modification or change in the terms of this Contract shall bind either party unless in writing signed by both parties. c. Any written waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given. 28. Identity Theft Protection. If applicable to Contractor and this Contract, Contractor and subcontractors shall comply with the Oregon Consumer Identity Theft Protection Act (ORS 646A.600 et seq.). 29. Survival. All rights and obligations shall cease upon termination or expiration of this Contract, except for the rights and obligations set forth in Sections 4, 5, 8, 9, 15, 17, 18, 20-27, 28 and 30. Page 7 of 15 - Personal Services Contract No. 2011-013 30. Representations and Warranties. a. Contractor's Representations and Warranties. Contractor represents and warrants to County that: 1) Contractor has the power and authority to enter into and perform this Contract; 2) this Contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; 3) Contractor has the skill and knowledge possessed by well-informed members of its industry, trade or profession and Contractor will apply that skill and knowledge with care and diligence to perform the Work in a professional manner and in accordance with standards prevalent in Contractor's industry, trade or profession; 4) Contractor shall, at all times during the term of this Contract, be qualified, professionally competent, and duly licensed to perform the Work; 5) Contractor prepared its proposal related to this Contract, if any, independently from all other proposers, and without collusion, fraud, or other dishonesty; and 6) Contractor's making and performance of this Contract do not and will not violate any provision of any applicable law, rule or regulation or order of any court, regulatory commission, board or other administrative agency. b. Warranties Cumulative. The warranties set forth in this paragraph are in addition to, and not in lieu of, any other warranties provided. Page 8 of 15 - Personal Services Contract No. 2011-013 EXHIBIT 1 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011- 013 STATEMENT OF WORK, COMPENSATION PAYMENT TERMS and SCHEDULE 1. Contractor shall perform the following work: as set out in Exhibit 7 and the attachments A -K thereto. 2. County Services. County shall provide Contractor, at county's expense, with material and services described as follows: as set out in Exhibit 7 and the attachments A -K thereto. 3. Consideration. County shall pay Contractor on a fee-for-service basis at the rate as set out in Exhibit 7 and the attachments A -K thereto. 4. The maximum compensation. a. The maximum compensation under this contract, including allowable expenses, is $186,625.32. b. Contractor shall not submit invoices for, and County shall not pay for any amount in excess of the maximum compensation amount set forth above. 1) If this maximum compensation amount is increased by amendment of this contract, the amendment shall be fully effective before contractor performs work subject to the amendment. 2) Contractor shall notify County in writing of the impending expiration of this Contract thirty (30) calendar days prior to the expiration date. 5. Schedule of Performance or Delivery. a. County's obligation to pay depends upon Contractor's delivery or performance in accordance with the schedule contained in Exhibit 7. b. County will only pay for completed work that conforms to this schedule. Page 9 of 15 - Personal Services Contract No. 2011-013 EXHIBIT 2 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011- 013 INSURANCE REQUIREMENTS Contractor shall at all times maintain in force at Contractor's expense, each insurance noted below. Insurance coverage must apply on a primary basis. All insurance policies shall be written on an occurrence basis and be in effect for the term of this contract. Policies written on a "claims made" basis must be approved and authorized by Deschutes County. Contractor Name: Motorola Solutions, Inc. Workers Compensation insurance in compliance with ORS 656.017, requiring Contractor and all subcontractors to provide workers' compensation coverage for all subject workers, or provide certification of exempt status. Employer's Liability Insurance with coverage limits of not less than $500,000 must be included. Professional Liability insurance with an occurrence combined single limit of not less than: Per Occurrence limit Annual Aggregate limit ❑ $500,000 ❑ $500,000 ❑ $1,000,000 ❑ $1,000,000 ❑ $2,000,000 ❑ $2,000,000 Professional Liability insurance covers damages caused by error, omission, or negligent acts related to professional services provided under this Contract. The policy must provide extended reporting period coverage, sometimes referred to as "tail coverage" for claims made within two years after the contract work is completed. ❑ Required by County ® Not required by County (one box must be checked) Commercial General Liability Per Single Claimant and Incident ® Oregon Tort Claims Act limits ❑ $1,000,000 ❑ $2,000,000 insurance with a combined single limit of not less than: All Claimants Arising from Single Incident ® Oregon Tort Claims Act limits ❑ $2,000,000 ❑ $3,000,000 Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual liability. The Oregon Legislature has adopted legislation which establishes tort claims limits for actions against local public bodies, including their officers, agents and employees. The tort claims act limits are automatically adjusted on July 1 every year. The policy shall include Deschutes County, its officers, agents, employees and volunteers as an additional insured. In addition, see attachment K. ® Required by County ❑ Not required by County (One box must be checked) Page [0 of 15 - Personal Services Contract No. 2011-013 Automobile Liability insurance with a combined single limit of not less than: Per Occurrence ® $500,000 ❑ $1,000,000 ❑ $2,000,000 Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Business Automobile Liability insurance shall provide coverage for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Commercial Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An Example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business. 21 Required by County 0 Not required by County (one box must be checked) Additional Requirements. Contractor shall pay all deductibles and self-insured retentions. A cross -liability clause or separation of insured's condition must be included in all commercial general liability policies required by this Contract. Contractor's coverage will be primary in the event of loss. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the signed Contract. Contractor shall be responsible for any deductible or self-insured retention. Risk Management review Date Digitally signed by Ken Harms DN: cn=Ken Harms, o=Deschutes County, ou=Risk lti Management, email=kenh@co. 111 deschutes.or.us, c=US Date: 2011.02.18 13:02:16 -08'00' Page 11 of 15 - Personal Services Contract No. 2011-013 A. EXHIBIT 3 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011- 013 CERTIFICATION STATEMENT FOR CORPORATION OR INDEPENDENT CONTRACTOR NOTE: Contractor Shall Complete A or B in addition to C below: CONTRACTOR IS A CORPORATION, LIMITED LIABILITY COMPANY OR A PARTNERSHIP. I certify under penalty of perjury that Contractor is a [check one]: ❑ Corporation ;❑ Limited Liability Company g Partnership authorized to do business in the State of Oregon. Signatur - Title Date B. CONTRACTOR IS A SOLE PROPRIETOR WORKING AS AN INDEPENDENT CONTRACTOR. Contractor certifies under penalty of perjury that the following statements are true: 1. If Contractor performed labor or services as an independent Contractor last year, Contractor filed federal and state income tax returns last year in the name of the business (or filed a Schedule C in the name of the business as part of a personal income tax return), and 2. Contractor represents to the public that the labor or services Contractor provides are provided by an independently established business registered with the State of Oregon, and 3. All of the statements checked below are true. NOTE: Check all that apply. You shall check at least three (3) - to establish that you are an Independent Contractor. A. The labor or services I perform are primarily carried out at a location that is separate from my residence or primarily carried out in a specific portion of my residence that is set aside as the location of the business. B. I bear the risk of loss related to the business or provision of services as shown by factors such as: (a) fixed-price agreements; (b) correcting defective work; (c) warranties over the services or (d) indemnification agreements, liability insurance, performance bonds or professional liability insurance. C. I have made significant investment in the business through means such as: (a) purchasing necessary tools or equipment; (b) paying for the premises or facilities where services are provided; or (c) paying for licenses, certificates or specialized training. D. I have the authority to hire other persons to provide or to assist in providing the services and if necessary to fire such persons. E. Each year I perform labor or services for at least two different persons or entities or I routinely engage in business advertising, solicitation or other marketing efforts reasonably calculated to obtain new contracts to provide similar services. Contractor Signature Date Page 12 of 15 - Personal Services Contract No. 2011-013 C. Representation and Warranties. Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. Contractor has the power and authority to enter into and perform this contract; 2. This contract, when executed and delivered, shall be a valid and binding obligation of Contractor enforceable in accordance with its terms; 3. The services under this Contract shall be performed in a good and workmanlike manner and in accordance with the highest professional standards; and 4. Contractor shall, at all times during the term of this contract, be qualified, professionally competent, and duly licensed to perform the services. 5. To the best of Contractor's knowledge, Contractor is not in violation of any tax laws described in ORS 305.380(4), 6. Contractor understands that Contractor is responsible for any federal or state taxes applicable to any consideration and payments paid to Contractor under this contract; and 7. Contractor has not discriminated against minority, women or small business enterprises in obtaining any required subcontracts. Contractor Signature VI 2 (W/ Date Page l3 of 15 - Personal Services Contract No. 2011-013 EXHIBIT 4 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011- 013 Workers' Compensation Exemption Certificate (To be use• Iy when Contractor claims to be exempt from Workers' Compensation coverage requirements) Contractor is exe from the requirement to obtain workers' compensation insurance under ORS Chapter 656 for the following reason (check the appropria •ox): ❑ SOLE PRO '; ETOR • Con : ctor is a sole proprietor, and • Contra •r has no employees, and • Contracto hall not hire employees to perform this contract. ® CORPORATION - FOR ' OFIT • Contractor's busi = s is incorporated, and • All employees of the corporation are officers and directors and have a substantial ownership interest* in the corporation, and • The officers and directo •shall perform a Vv ork.1Contractpr shall not hire other employees to perform this contract. ❑ CORPORATION • NONPROFIT • Contractor's business is incorporate as a nonprofit rpora • Contractor has no employees; all work perform by vol ,' eer • Contractor shall not hire employees to pe •rm this cont ❑ PARTNERSHIP • Contractor is a partnership, and • Contractor has no employees, and • All work shall be performed by the partners; Contracto hall not hire employees to perform this contract, and • Contractor is not engaged in work performed in dire connection with the construction, alteration, repair, improvement, moving or demolition of an improvement to re: property or appurtenances thereto. ❑ LIMITED LIABILITY COMPANY • Contractor is a limited liability company, and • Contractor has no employees, and • All work shall be performed by the members; Contractor shall not hire e .loyees to perform this contract, and • If Contractor has more than one member, Contractor is not engaged in wore •erformed in direct connection with the construction, alteration, repair, improvement, moving or demolition of a improvement to real property or appurtenances thereto. *NOTE; Under OAR 436-050-050 a shareholder has a "substantial ownership" interest if the shareholder own 10% of the corporation or, if less than 10% is owned, the shareholder has ownership that is at least equal to or greater than the average pe entage of ownership of all shareholders. **NOTE: Under certain circumstances partnerships and limited liability companies can claim an exemption even en performing construction work. The requirements for this exemption are complicated. Consult with County Counsel before an exems '.n request is accepted from a contractor who shall perform construction work. int /J:JL/ .�----- Contractor rinted N27/4 Contracto ignatu e Contractor Title Date Page 14 of i5 - Personal Services Contract No. 2011-013 Exhibit 6 DESCHUTES COUNTY SERVICES CONTRACT Contract No. 2011- 013 Compliance with provisions, requirements of funding source and Federal and State laws, statutes, rules, regulations, executive orders and policies. Conflicts of Interest Contractor certifies under penalty of perjury that the following statements are true to the best of Contractor's knowledge: 1. If Contractor is currently performing work for the County, State of Oregon or federal government, Contractor, by signature to this Contract, declares and certifies that Contractor's Work to be performed under this Contract creates no potential or actual conflict of interest as defined by ORS 244 and no rules or regulations of Contractor's employee agency (County State or Federal) would prohibit Contractor's Work under this Contract. Contractor is not an "officer," "employee," or "agent" of the County, as those terms are used in ORS 30.265. 2. No federally appropriated funds have been paid or shall be paid, by or on behalf of Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with the awarding of any federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement. a. If any funds other than federally appropriated funds have been paid or shall be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, Contractor agrees to complete and submit Standard Form -LLL "Disclosure Form to Report Lobbying," in accordance with its instructions. 1) Standard Form -LLL and instructions are located in 45 CFR Part 93 Appendix B. 2) If instructions require filing the form with the applicable federal entity, Contractor shall then as a material condition of this Contract also file a copy of the Standard Form -LLL with the Department. 3) This filing shall occur at the same time as the filing in accordance with the instructions. b. Contractor understands this certification is a material representation of fact upon which the County and the Department has relied in entering into this Contract. Contractor further understands that submission of this certification is a prerequisite, imposed by 31 USC 1352 for entering into this Contract. c. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. d. Contractor shall include the language of this certification in the award documents for all sub -awards at all tiers (including subcontracts, sub -grants, and contracts under grants, loans and cooperative agreements) and that all sub -recipients shall certify and disclose accordingly. e. Contractor is solely responsible for all liability arising from a failure by Contractor to comply with the terms of this certification. f. Contractor promises to indemnify County for any damages suffered by County as a result of Contractor's failure to comply with the terms of this certification. 3. Contractor understands that, if this Contract involves federally appropriated funds, this certification is a material representation of facts upon which reliance was placed when this Contract was made or entered into, submission of this certification is a prerequisite for make or entering into this Contract imposed by Section 1352, Title 311, U.S. Code and that any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. Contra,ctofSignature Date Page 15 of 15 - Personal Services Contract No. 2011-013 xk p it -7 © MOTOROLA Attn: National Service Support/4th fl 1301 East Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 12/17/2010 Company Name: Attn: Billing Address: City, State, Zip: Customer Contact: Phone: Fax: Deschutes County Sheriffs Office 63333 W Hwy 20 Bend, OR 97701 CLIN Qty Model/Option SERVICE AGREEMENT Contract Number: S00001004720 Contract Modifier: RN02-OCT-10 12:28:57 Supercedes Agreement(s): Required P.O.: Customer # : Bill to Tag # : Contract Start Date: Contract End Date: Anniversary Day: Payment Cycle: Tax Exempt: PO#: No 1000708307 0001 01/01/2011 12/31/2011 Dec 31st MONTHLY Pays All Taxes Description Monthly Ext Extended SVC01SVC1102C 8 SVC240AA 70 SVC241 AA 8 70 1 2 6 10 60 SVCO1SVC1104C SVC135AA SVC136M SVC 147AA SVC01SVC1108C SVC257AB SVC257AB SVC258AB SVC258AB SVC01SVC1405C 10 SVC212AA 10 SVC212AA 50 SVC212AA 1 SVC850AA 2 SVC850AA 5 SVC850AA 2 10 6 60 6 1 SVCO1 SVC141 OC SVC218AA SVC219AA SVC01 SVC1411 C SVC218AB SVC219AB SVCO2SVC0028C 1__ L ***** Recurring Services '*' ` DISPATCH SERVICE ENH: SMARTNET SITE ENH: SMARTNET STATION TECHNICAL SUPPORT SERVICE ENH: SMARTNET SITE ENH: SMARTNET STATION ENH: SMARTNET SYSTEM INFRASTRUCTURE REPAIR SMARTNET SITE(S) SMARTNET SITE(S) ENH: SMARTNET STATION ENH: SMARTNET STATION NETWORK PREVENTATIVE MAINTENANCE A ENH: GROUND ACCESSIBLE STATION ENH: GROUND ACCESSIBLE STATION ENH: GROUND ACCESSIBLE STATION SITE PM ACCESS A SITE PM ACCESS A SITE PM ACCESS A ONSITE INFRASTRUCTURE RESPONSE SITES STATION(S) ONSITE INFRASTRUCTURE RESPONSE SERVICE - LIMITED OPTION NONCONVENTIONAL STATIONS SP - FSO MAINTENANCE SERVICES SITE(S) SITE(S) $ 790.50 $ 830.50 $ 4,056.60 $ 804.51 $ 1,170.00 $ 5,400.00 $ 2,500.00 $ 9,486.00 $ 9,966.00 $ 48,679.20 $ 9,654.1 $ 14,040.00 $ 64,800.00 $ 30,000.00 SPECIAL INSTRUCTIONS - ATTACH STATEMENT OF WORK FOR PERFORMANCE DESCRIPTIONS Subtotal - Recurring Services $ 15,552.11 $ 186,625.32 Subtotal - One -Time Event $ .00 $ .00 dilb%-f-- 7 Services Total $15,552.11 $186,625.32 Taxes Grand Total $ 15,552.11 $ 186,625.32 THIS SERVICE AMOUNT IS SUSJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA. Subcontractor(s) City State MOTOROLA WEST ADJUSTMENT D0175 SAN DIEGO MOTOROLA SYSTEM SUPPORT CENTER ELGIN MOTOROLA SYSTEM SUPPORT CTR -CALL CENTER D0066 SCHAUMBUR G MOTOROLA SYSTEM SUPPORT -TECHNICAL SUPPORT D0068 SCHAUMBUR G DAY WIRELESS SYSTEMS (03) BEND CA IL IL IL OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR This Service Agreement includes the following exhibits and attachments, by this reference fully incorporated herein: Exhibit 7: Service Agreement, including Attachments A & B (5 pgs) Attachment C: Service Terms & Conditions (4 pgs) Attachment D: Statement of Work Infrastructure Repair (16 pgs) Attachment E: Statement of Work Network Preventative Maintenance (1 pg) Attachment F: SmartNet System Exhibit (1 pg) Attachment G: Statement of Work Onsite Infrastructure Response & Dispatch Services (3 pgs) Attachment H: System Optimization Statement of Work (5 pgs) Attachment I: Statement of Work Technical Support Service (2 pgs) Attachment 3: Insurance Addendum (2 pgs) DAY WIRELESS SYSTEMS (03) C...... BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR DAY WIRELESS SYSTEMS (03) BEND OR { /)/j -+ zi MOTOROLA EPRESENTATIVE (SIGNATURE) Jim Nicholl TITLE DATE .3-7-7-`.7y���% MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX Dated this Day of 2011. Board Of County Comissioners of Deschutes County, Oregon Tammy Baney, Chair Anthony Debone, Vice Chair Alan Unger, Commissioner Attest: A etch (y, _vii- A -6 Exl i b, ft _7 Motorola Service Department Attachment A to Deschutes County Sheriffs Office Service Agreement #S00001004720 Qty Equipment covered under Service Agreement S00001004720: 10 Digitacs 60 Quantar Stations 9 Tenser ch bank 6 Efratom GPS units 1 T -bar switch 2 Universal Simulcast Controller Interface (USCI) 8 MTC3600 controllers 6 combiners 6 multicouplers 7 blackboxes Equipment not covered: UPS antenna systems mircowave links modems surge protection (RF and telco) patch panels Attachment A 9305 aLh men -f•� Exh Motorola Service Department Attachment B to Deschutes County Sheriffs Office Service Agreement #S00001004720 Attachment B Description of Services for Deschutes County Sheriff's Office Service Agreement #S00001004720 Infrastructure Repair with Advanced Replacement Infrastructure Repair with Advanced Replacement can provide a field replacement unit (FRU) in advance and in exchange for the customer's malfunctioning component from Infrastructure Depot Operation's (IDO's) inventory, (FRUs are subject to availability). Advanced Replacement FRUs are shipped ovemight with high priority. In the event the Motorola Local Service Provider must remove a malfunctioning board/unit at the site location, the Motorola Local Service Provider will contact the System Support Center's Call Center to request a return authorization (RA) number. The Motorola Local Service Provider will remove the malfunctioning board/unit and ship to the SSC for repair. Network Preventative Maintenance Motorola's Network Preventative Maintenance will provide operational test and alignment, as applicable, on the customer's equipment (infrastructure or fixed network equipment only) to ensure the equipment meets original manufacturer's specifications. OnSite Infrastructure Response with Customer Initiated Dispatch OnSite Infrastructure Response provides for on-site technician response as determined by pre -defined severity levels and response times (on either a 8X5 "Limited" or 24X7 basis) in order to restore the system. Technicians are dispatched by the SSC to perform first echelon service, provide information to customer regarding system condition, remove failed components for repair, and reinstall new or reconditioned components. OnSite Infrastructure Response requires the purchase of Dispatch Service. The Call Center Operation (CCO) at Motorola's System Support Center (SSC) is your single point of contact for service issues. A phone call to this operation's toll free 800- phone number initiates an electronic customer service request (Case) and begins the response process to the appropriate degree required. If a technician is required to respond to an issue for resolution, the CCO identifies the Motorola Service Shop to dispatch the appropriate technician and tracks his response to the on-site point of failure. They track the technician's progress in effecting the repair and restoration, and notify the Customer of the status. In the event that a System Engineer or other system specialist is required, the CCO escalates the case to the appropriate level and assigns the required personnel. Once the case has been resolved the CCO will contact the Customer to advise that the issue has been resolved and that the case is ready to be closed with the Customer's concurrence. Attachment B Motorola Service Department Attachment B to Deschutes County Sheriffs Office Service Agreement #S00001004720 Network Optimization — applicable for the trunked simulcast voice system and also for the data system Motorola's Network Optimization services will provide for the adjustment of system equipment settings and alignment in order to ensure that the overall system operates optimally. The service not only is intended to adjust individual pieces of equipment as in a Network Preventative Maintenance service as described above, but also to perform adjustments in order for those pieces of equipment to optimally work together as a system. Technical Support Motorola's Technical Support was created to insure that the customer is provided the answers to their technical issues. Motorola's Technical Support Operation is manned 24 hours per day, 365 days a year to field all levels of calls. This operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues by telephone. A Case is created on each issue and is followed to resolution, with escalation if necessary. Because of the Center's proximity to the factory engineers, the highest level of technical support is available. Attachment B P5 1 5 vn P nt C� Service Terms and Conditions Motorola, Inc.,("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support and/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 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 will take precedence over any cover page, and the cover page will take precedence over any attachments, unless the cover page or attachment specifically 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 Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement will become binding only when accepted in writing by Motorola. The term of this Agreement will begin 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 such 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 such 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 such Equipment will terminate at the end of the month in which Motorola receives such 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 such Equipment; remove such Equipment from the Agreement; or increase the price to Service such 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 p1 4 Af&cJmeAt C. obligations for any transmission medium, such as telephone lines, computer networks, the intemet or the worldwide web, or for Equipment malfunction caused by such 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 xpenses 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 such 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 specifically 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 levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any govemmental 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 (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. 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 conceming the subject matter of % /&c hmCAf C_ 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 shall 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 law, any confidential information or data to any person, or use confidential information or data itself for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial, financial 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 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 fumished 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 such 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 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 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 ? "4 R J nett Q may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer.ln 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. Revised Jan 1, 2010 MOT R LA Exhibit B Statement of Work Infrastructure Repair 1.0 Description of Services Infrastructure Repair is a repair service for Motorola and select third party Infrastructure as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated into this Statement of Work (SOW) by this reference. Customer's System type determines which exhibit is applicable (i.e. SmartZone system exhibit, SmartNet system exhibit). Infrastructure may be repaired down to the Component level, as applicable, at the Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace Infrastructure with similar Infrastructure, when possible. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Provide repair return authorization numbers when requested by Customer. 2.2. Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return. 2.3. Perform the following service on Motorola Infrastructure: 2.3.1. Perform an operational check on the Infrastructure to determine the nature of the problem. 2.3.2. Replace malfunctioning FRU or Components. 2.3.3. Verify that Motorola infrastructure is returned to Motorola manufactured specifications, as applicable 2.3.4. Perform a Box Unit Test on all serviced Infrastructure. 2.3.5. Perform a System Test on select Infrastructure. 2.4. Provide the following service on select third party Infrastructure: 2.4.1. Perform pre -diagnostic and repair services to confirm Infrastructure malfunction and eliminate sending Infrastructure with no trouble found (NTF) to third party vendor for repair, when applicable. 2.4.2. Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service, when applicable. 2.4.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.4.4. Perform a post-test after repair by Motorola, original equipment manufacturer, or third party vendor to confirm malfunctioning Infrastructure has been repaired and functions properly in a Motorola System configuration, when applicable. 2.5. Re -program repaired Infrastructure to original operating parameters based on templates provided by Customer as required by Section 3.3. If Customer template is not provided or is not reasonably usable, a standard default template will be used. If IDO determines that the malfunctioning Infrastructure is due to a Software defect, IDO reserves the right to reload Infrastructure with a similar Software version. Enhancement Release(s), if needed, are subject to additional charges to be paid by Customer unless the Customer has a Motorola Software Subscription agreement. 2.6. Properly package repaired Infrastructure. 2.7. Ship repaired Infrastructure to the Customer specified address during normal operating hours of Monday through Friday 7:OOam to 7:OOpm CST, excluding holidays. FRU will be sent two-day air unless otherwise requested. Select third party FRU. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 1 of 16 MOT L - 3.0 Customer has the following responsibilities: 3.1. Contact or instruct Servicer to contact the Motorola System Support Center (SSC) and request a return authorization number prior to shipping malfunctioning Infrastructure or third party Infrastructure named in the applicable attached Exhibit. 3.1.1. Provide model description, model number, serial number, type of System and Firmware version, symptom of problem and address of site location for FRU or Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lightning damage. 3.1.3. Follow Motorola instructions regarding inclusion or removal of Firmware and Software applications from Infrastructure being sent in for service. 3.1.4. Provide Customer purchase order number to secure payment for any costs described herein. 3.2 Properly package Infrastructure and ship the malfunctioning FRU, at Customer's expense and risk of loss to Motorola. Customer is responsible for properly packaging the Customer malfunctioning Infrastructure FRU to ensure that the shipped Infrastructure arrives un -damaged and in repairable condition. Clearly print the return authorization number on the outside of the packaging. 3.3 Maintain templates of Software/applications and Firmware for re -loading of Infrastructure as set forth in paragraph 2.5. 3.4 For Digital In -Car Video Infrastructure, remove video from equipment prior to sending Infrastructure in for repair. Video retrieval is a separate service and is not included as part of this SOW. Additional services and fee applies. 3.5 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair services to Customer. 4.0 In addition to any exclusions named in Section 5 of the Service Terms and Conditions or in any other underlying Agreement to which this SOW is attached, the following items are excluded from Infrastructure Repair: 1. All Infrastructure over seven (7) years from product cancellation date. 2. All Broadband/WiNS Infrastructure three (3) years from product cancellation date. 3. Physically damaged Infrastructure. 4. Third party Equipment not shipped by Motorola. 5. Consumable items including, but not limited to, batteries, connectors, cables, tone/ink cartridges. 6. Video retrieval from Digital hi -Car Video equipment. 7. Test equipment. 8. Racks, furniture and cabinets. 9. Firmware and/or Software upgrades. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 2 of 16 hfickc-k/ner± MOTOROLA ASTRO® 25 Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre- amplifiers, antennas, cables, towers, tower luting, and transmission lines Backhaul Includes PTP (Point -to -Point Wireless) PTP 49600 and PTP 800 licensed series Excludes all other PTP technologies Base Station(s) and Repeater(s) Includes Quantar, MTR3000, STR3000, GTR8000, GTR8000 HPD, IntelliRepeater, Network Management (Please refer to the SOW for details) is not available on all stations. Quantar high power booster power amplifier, power supply and control board Excludes Fan Modules, Dual Circulator Tray, Site RMC Tray Central Electronics Bank(s) Includes Logging Recorder Interface and Network Hub, NICE logging recorders Excludes all other technologies Channel Bank(s) Includes Premisys , Telco, IMACS models 600, 800. Excludes Siemens Comparator(s) Includes Spectratac, Digitac, and ASTRO-tac 9600, ASTRO-tac 3000, GMC8000, Comparators. Computer(s)/Workstations/Modems Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including Systemwatch II, PT800 tablet HP x1100, HPx2100, HP xw4000-4600, HPz400, HP VL600, HP VL800, HPz400, ML850 laptop, MW810, ML900 laptop, ML910 laptop, Compaq XW4000. Includes keyboards, mice, trackballs. Excludes all other laptop and desktop computer technologies and all 286, 386, 486 computers; defective or phosphor-bumed cathode ray tubes CRT(s) and burned -in flat panel display image retention, Console(s) Includes Centracom Gold Elite, MCC7500, MCC5500, MIP5000, VPM, as part of complete communication System - including headset jacks, dual footswitches, and gooseneck microphones. Excludes cables Controller - trunking Includes SmartNet II prime and remote controllers, MTC3600, GCP8000, Site Controller PSC9600, CSC7000, MTC9600, MZC3600, MZC5000 (Includes Netra240 & T5220). Excludes SSMT and SCMS controllers. CD ROM Drive, Fan Tray Dictaphones and Recording Equipment Excludes all types and models. Digital Interface Unit(s) Included Digital Signaling Modem(s) Included upon modem model availability Digital Voice Modem(s) Included upon modem model availability Embassy Switch Includes AEB, AIM, ZAMBI, AMB Keyload Variable Loader Included Firewalls Includes Nortel Alteon ASF5105, 5106, Juniper SS520, ISSG140, SSG5, ISG1000C, ISG2000 Intrusion Detector Includes Proventia 201 Linux IDSS, Proventia CX4002C ISSI Gateway Includes T5220 Sun server Solaris 10 OS Links Includes PTP 49600 and 800 licensed series Logging Recorder Includes NICE Excludes all other technologies Management Terminals Includes computers (Pentium I, II, III, TV) that directly interface with or control the communications System, including Systemwatch II. Excludes laptop computers and all 286, 386, 486 computers. MBEX(s) or NOVA Interconnect Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention, as well as monitors that were not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Motobridge Included Moscad Includes NFM (Network Fault Management), as part of communication System only, RTU, SDM Site Manager RTU. Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be quoted separately. Includes FSA4000. Excludes all other fire alarming systems. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 3 of 16 f'cL hmc3m't i MOTOROLA ASTRO 25 Infrastructure Repair cont. Inclusions, Exclusions, Exceptions and Notes Network Fault Management Includes Full Vision, Unified Event Manager Excludes NMC Gateway Includes PDG:CPX8216, IVD & HPD PDG on HP DL360, MOTOBRIDGE Printer(s) Includes printers that directly interface with the communications system. RAS(s) Excludes RAS 1100, 1101 and 1102 Receiver(s) Includes Quantar, MTR2000 and ASTRO-TAC, GPW8000, GTR8000, GTR8000 HPD Receivers. Excludes Fan Modules, Dual Circulator Tray, Site RMC Tray Routers Includes GGM8000, ST5500, ST5598, S2500 -S6000 Servers Includes Netra 240, Netra T5220, cPCI, HP DL360, HP ML370, HP ML110, HP ML530, HP TC2110, 2120 HP InfoVista Server. IR8000 series, LX4000 series, Intel Server TSRL-T2, TIGPR2U, Proventia 201 Linux IDSS, Proventia GX4002C,Trak9100. Network Management Server includes cPCI Chassis, Power Supply, Fan Tray, Controller Hard Drive, CD ROM Drive, Tape Drive, CPU, Client PC's, Core Security Management Server, Firewall Servers, Intrusion Detection Sensor Server. Excludes Dell Servers, Monitors, Memory Module 0182915Y02, Rear Fan RLN5352, Central Process Card 0182915Y01 Simulcast Distribution Amplifier(s) Included Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola System. Secure Includes KMF crypto card, end to end Cryptor for IVD PDEG Cryptr SMARTX Includes VPM Switch Includes Nortel Passport PBX,Cisco Catalyst 6509, HP 5308 LAN switch, HP ProCurve Switch 2524, 2650, 2626, HP3500, HP2610, 3Com PS40, SS1100 Telco PBX Includes Avaya Difinity PBX, S8300, S8500, Intel Server (ACSS), TSRLT2, TIGPR2U Terminal Servers Includes IR8000, LX4000S, LX4000T, Paradyne Universal Simulcast Controller Interface(s) Included UPS Systems Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. Workstation Included Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11 /20/09 Version 1.5 11/16/10 Page 4 of 16 Rtfackrn-cit J MOTOROLA SmartZone System Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre- amplifiers, antennas, cables, towers, tower lighting, and transmission lines. Base Station(s) and Repeater(s) Includes: Quantar, Quantro, Digital, MTR2000 ONLY. Central Electronics Bank(s) Includes Logging Recorder, Interface and Network Hub, NICE logging recorders Excludes all other technologies Channel Bank(s) Includes Premisys and Telco Excludes Siemens Comparator(s) Includes Spectratac, Digitac, and ASTRO-tac Comparators Computer(s) Includes computers (Pentium I, II, III, IV) that directly interface with or control the communications System, including Systemwatch II, keyboards, mice and trackballs. Excludes laptop computers and all 286, 386, 486 computers, defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel display image retention. Console(s) Includes Centracom Gold Elite, MCC7500, MCC5500, MIP5000 as part of complete communication System — including headset jacks, dual footswitches, and gooseneck microphones. Excludes cables Controller(s) -Trunking Includes SmartNet II prime and remote controllers. Excludes SSMT and SCMS controllers. Dictaphones, Logging Recorders and Recording Equipment Includes NICE Excludes all other technologies Digital Interface Unit(s) Included Digital Signaling Modem(s) Included upon modem model availability Digital Voice Modem(s) Included upon modem model availability Embassy Switch Includes AEB, AIMI, ZAMBI, AMB Management Terminals Includes computers (Pentium I, II, III, IV) that directly interface with or control the communications System, including Systemwatch II. Excludes laptop computers and all 286, 386, 486 computers. MBEX(s) or NOVA Interconnect Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention as well as monitors that were not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Moscad Includes NFM (Network Fault Management), as part of communication System only. Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be quoted separately. Includes FSA4000. Excludes all other fire alarming systems. Motobridge Included Network Fault Management Includes Full Vision Excludes NMC Printer(s) Includes printers that directly interface with the communications System. RAS(s) Excludes RAS 1100, 1101 and 1102 Receiver(s) Includes Quantar and MTR2000, ASTRO-TAC Receivers Simulcast Distribution Amplifier(s) Included Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola System. Excludes MFS -Rubidium Standard Network Time and Frequency devices Universal Simulcast Controller Interface(s) Included UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 5 of 16 MOTO L.: SmartZone System Infrastructure cont. Inclusions, Exclusions, Exceptions and Notes Zone Manager Excludes HP715/33, HP 715/50 servers. Excludes x -terminals NDS14C and NDS17C Zone Controller(s) Includes console terminals. Excludes all Sun/IMP hard drives except TLN3495A 0820 1 GB drive as well as the following SUN/IMP CPUSET's: TLN3278B 0406, TLN3343A 0424 and TLN3278A 0181/0389. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 6 of 16 Pt(+0,,c1,010-4 MOTOROLA SmartNet System Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre -amplifiers, antennas, cables, towers, tower lighting, and transmission lines Base Station(s) and Repeater(s) Includes Quantar, Quantro, Digital MSF5000, MTR2000, and Desktrac L35SUM7000-T Repeaters ONLY. Network Management (please refer to the SOW for details) is not available on all stations. Central Electronics Bank(s) Includes Logging Recorder Interface and Network Hub, NICE logging recorders Excludes all other technologies Channel Bank(s) Includes Premisys and Telco. Excludes Siemens Comparator(s) Includes Spectratac, Digitac, and ASTRO-tac Comparators. Computer(s) Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including Systemwatch II, keyboards, mice and trackballs, defective or phosphor- bumed cathode ray tubes CRT(s) and burned -in flat panel display image retention. Console(s) Includes Centracom Gold Elite, MCC7500, MCC5500, MIP5000 as part of complete communication System — including headset jacks, dual footswitches, and gooseneck microphones. Excludes cables Controller - trunking Includes SmartNet II prime and remote controllers. Excludes SSMT and SCMS controllers. Dictaphones, Logging Recorders and Recording Equipment Includes NICE Excludes all other technologies Digital Interface Unit(s) Included Digital Signaling Modem(s) Included upon modem model availability Digital Voice Modem(s) Included upon modem model availability Embassy Switch Includes AEB, AIMI, ZAMBI, AMB Management Terminals Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including Systemwatch II. Excludes laptop computers and all 286, 386, 486 computers. MBEX(s) or NOVA Interconnect Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention as well as monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Moscad INFM (Network Fault Management), as part of communication System only. Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be quoted separately. Includes FSA4000. Excludes all other fire alarming systems. Motobridge Included Network Fault Management Includes Full Vision. Excludes NMC Printer(s) Includes printers that directly interface with the communications System. RAS(s) Excludes RAS 1100, 1101 and 1102 Receiver(s) Includes Quantar, MTR2000 and ASTRO-TAC Receivers. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 7 of 16 m A SmartNet System Infrastructure cont. Inclusions, Exclusions, Exceptions and Notes Simulcast Distribution Amplifier(s) Included Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola System. Excludes MFS -Rubidium Standard Network Time and Frequency devices Universal Simulcast Controller Interface(s) Included UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 8 of 16 Broadband Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Access Points Includes PMP (Canopy), Motomesh Duo, Motomesh Quattro, Meshcam, Motomesh Solo, Motomesh AP7181 intelligent access points. Excludes all other technologies Backhaul Includes PMP (Canopy) and PTP (Point -to -Point Wireless) PTP 49600 and 800 Licensed series Excludes all other technologies Cables, connectors and testers Excluded Cameras Includes Meshcam Excludes all other technologies, fixed black & white, color, pan tilt zoom analog, pan tilt zoom IP, fixed hybrid (IP and Analog) cameras Cluster Management Modules (CMM) Includes PMP (Canopy). Excludes all other technologies Digital Video Recorder Includes Mobile Video Enforcer Excludes all other technologies Docking Station Includes Mobile Video Enforcer Excludes all other technologies GPS Synch Box Excluded Links Includes PTP 49600 and 800 licensed series Mobile Internet Switching Controller(MISC) Excluded Modems Includes Mobile Video Enforcer Excludes all other technologies Monitors Includes Mesh,MotoMesh Excludes all other technologies Mounting Bracket Excluded Multiplexers Excluded Network Interface Card Excludes RAD data multiplexers Network Switches Includes Mesh, MotoMesh, Meshcam Excludes all other technologies Networking Enablers Included Personal Tracking Device Excludes Asymmetric DSL Broadband Gateway, Asymmetric Customer Premise Equipment, Symmetric DSL Broadband Gateway, Symmetric DSL-CPE's and accessories Power Supply Includes MeshTrack Excludes all other technologies Reflector Hardware Kit Included Server Excluded Software Included HP DL360, Mobile Video Enforcer system server Excludes all other technologies Subscriber Modules Excluded Surge Suppressor/LPU Includes, PMP (Canopy) Excludes all other technologies UPS Excluded Video Recording System Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any one -site services. Wireless Router AC and DC Input Includes Mobile Video Enforcer Excludes all other technologies Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 9 of 16 f\fthrnj+ J MOT iR I -A Conventional System Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre -amplifiers, antennas, cables, towers, tower lighting, and transmission lines Base Station(s) and Repeater(s) Quantar, Quantro, MTR2000, MTR3000, GTR8000 including IPCCGW. Excludes MICOR and MSF5000 Central Electronics Bank(s) Includes logging recorder interface and network hub, NICE logging recorders Excludes all other technologies Channel Bank(s) Includes Premisys and Telco. Excludes Siemens Comparator(s) Includes Spectratac, Digitac, ASTRO-tac, GMC8000. Computer(s) Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including Systemwatch II, keyboards, mice and trackballs. Excludes laptop computers and all 286, 386, 486 computers. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel display image retention. Console(s) Includes Centracom Gold Elite, MCC7500, MCC5500, MIP5000 as part of complete communication System — including headset jacks, dual footswitches, and gooseneck microphones. Excludes cables and Commandstar mother board CDN6271. Commandstar and Commandstar Lite are also excluded as a conventional system operator position but can be covered when services are purchased separately. Dictaphones, Logging Recorders and Recording Equipment Includes NICE Excludes all other technologies Digital Interface Unit(s) (DIU) Included Digital Signaling Modem(s) Included upon modem model availability Embassy Switch Includes AEB, AIMI, ZAMBI, AMB Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention as well as monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Moscad Includes NFM (Network Fault Management), as part of communication System only. Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be quoted separately. Includes FSA4000 Excludes all other fire alarming systems. Motobridge Included Printer(s) Includes printers that directly interface with the communications System. Receiver(s) Includes Quantar , MTR2000, ASTRO-TAC, GPW8000 receivers. Simulcast Distribution Amplifier(s) Included Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola System. Excludes MFS -Rubidium Standard Network Time and Frequency devices Universal Simulcast Controller Interface(s) Included UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page l0 of 16 MOTOROLA Data System Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Base Station(s) and Repeater(s) Includes Quantar (DSS3, DBS), GTR8000. Computer(s) Includes computers (Pentium I, II, III, IV) that directly interface with or control the communications System. Includes keyboards, mice and trackballs. Excludes laptop computers and all 286, 386, 486 computers. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel display image retention. Dictaphones , Logging Recorders and Recording Equipment Includes NICE Excludes all other technologies Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention as well as monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Printer(s) Includes printers that directly interface with the communications System. Radio Network Controller Includes One (1) RNC and One (1) RNC Console. Redundant RNC's must be quoted separately. Excludes RNC1000, NCP500, NCP2000, NCP2500 and NCP3000. Site Data Link Modem(s) Included UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. Wireless Network Gateway Excluded from the prime/remote site or system agreement but can be covered when services are purchased separately. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 11 of 16 ROLA Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 12 of 16 P1antCML Infrasturcture Repair w Advanced Replacement Vesta Pallas, Vesta Standard (Maars/ComCentrex), Vesta Meridian and Sentinel Patriot Systems Inclusions, Exclusions, Exceptions and Notes ACU (Auto Control Unit) Includes Vesta systems only Excludes Sentinel Patriot ARU (Alarm Reporting Unit) Included ALI (Automatic Location Identification) Controller Includes Analog Station Card(s), Called ID Board(s), Conference Board(s), DTMF Tone Receiver Board(s), Digital Station Card(s), E&M Card(s), Ground Loop Start Card(s), MF Receiver Board(s), 911 Line Card(s) ANI (Asynchronous Network Interface) Controller Included BCM (Business Communication Manager) Includes Vesta Pallas only Excludes all other technologies Cable(s) Excluded CIM (Console Interface Module) Includes Sentinel Patriot Excludes all other technologies CRU (Call Record Unit) Included CIU (CAD Interface Unit) Included Computer(s)/Workstation Includes computers sourced by PlantCML and sold by Motorola that directly interface with or control the PIantCML Systems, monitor, sound card, keyboards, mice and trackballs. Excludes defective or phosphor -burned cathode ray tubes (CRT) and burned -in flat panel display image retention. Controllers Includes Vesta Standard Excludes all other technologies DBU (Data Base Unit) Includes Vesta Standard Excludes all other technologies Digital Logging Recorders, Logging Recorders and Recording Equipment Includes NICE, Pyxis, PIantCML sourced and sold by Motorola Excludes all other technologies Herbie Includes Vesta systems only Excludes Sentinel Patriot Line Boosters/Amplifier/Short haul modems Excluded Modified Network LAN Switch Includes Modem(s) Includes ALI modem sources and sold by Motorola Excludes all other technologies Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications Systems. Excludes Non -Certified monitors, defective or phosphor -burned cathode ray tubes (CRT), flat panel monitors with burned in image retention and monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. MTU (Multi -line Trunk Unit) Includes Vesta Pallas only Excludes All other technologies Printer(s) Includes PIantCML sourced and sold by Motorola that directly interface with the communications System Power Supplies, PSU (Power Supply Unit) Includes Vesta Pallas, Vesta Standard Excludes all other technologies RMU (Remote Maintenance Unit) Includes Vesta Standard only Excludes all other technologies Ring Generator(s) Included Routers Included RIS (Radio Interface Subset) Included (note, only works with the Herbie) Server(s) ALI Includes Vesta servers, Sentinel Patriot Excludes all other technologies Telephone(s) Includes 911 and KEM administrator telephone sourced with the 911 System and sold by Motorola. Excludes Nortel (Avaya) telephone sets Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 12 of 16 I hach ity)ex t j MOTOROLA PlantCML Infrasturcture Repair w Advanced Replacement Vesta Pallas, Vesta Standard (Maars/ComCentrex), Vesta Meridian and Sentinel Patriot Systems cont. TIU (Trunk Interface Unit I nclusions, Exclusions, Exceptions and Notes Includes Vesta Standard Excludes all other technologies Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 13 of 16 AlfaziAvneNA- MOTOROLA Console Only Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Card Cages Included Central Electronics Bank(s) (CEB) Includes Logging Recorder Interface and Network Hub, NICE logging recorders, Base Interface Module (BIM), Console Operator Interface Module (COIM), Operator Interface Module (OMI). Central Electronic Shelf (CES) Included Computer(s) Includes computers that directly interface with CEB. Includes keyboards, mice and trackballs. Excludes laptop computers and all 286, 386, 486 computers. Defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel display image retention. Console(s) Includes consoles (CommandSTAR, CommandSTAR lite, Centracom Gold Elite MCC7500, MCC7500 w/ VPM, MCC5500, MIP5000, MCI000, MC2000, MC2500, MC3000) as part of complete communication System — Including headset jacks, dual footswitches, and gooseneck microphones and Console Interface Electronics. Excludes cables Console Audio Box (CAB) Included Dictaphones, Logging Recorders and Recording Equipment Includes NICE Excludes all other technologies Junction Box Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor -burned cathode ray tubes CRT(s) and burned -in flat panel displays image retention as well as monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Site Frequency Standard(s) Includes Netclocks systems Excludes MFS -Rubidium Standard Network Time and Frequency devices UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.1 Approved by Contract and Compliance 11/20/09 Version 1.5 11/16/10 Page 14 of 16 -11/r1 f 'I Or LA Digital In -Car Video Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Cables, connectors and testers Excluded Cameras Includes 22X Front Camera. Excludes rear cameras Data Talker Wireless Transmitters Excluded Digital Video Recorder Includes Base unit running DP -2 software Data Storage Module Included LCD Monitor Includes DP -1 &DP -2 versions only Video Retrieval It is the customer's responsibility to remove the video before sending the DSM into the Motorola Repair Depot for repair. Video retrieval is a separate service and is excluded from this SOW. Approved by Contract and Compliance 11/20/09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Version 1.5 11/16/10 Page 15 of 16 IUc-kmem& MOTOROLA MOTOTRBO Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes XRC9000 Single Site or Multi Site Controller Included TT2213* single site; TT2215* multi site MTR3000 Includes T3000 MIP5000 MOTOTRBO Gateway Includes L3598 Approved by Contract and Compliance 11/20/09 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Version 1.5 11/16/10 Page 16of16 A-1-Fachmeivrt.. E MOTOROLA Exhibit C, Statement of Work Network Preventative Maintenance 1.0 Description of Service Network Preventative Maintenance will provide an operational test and alignment, on the Customer's Infrastructure Equipment (infrastructure or fixed network equipment only) to ensure the Infrastructure meets original manufacturer's specifications, as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated by this reference. Customer's System type determines which Exhibit is applicable (i.e. SmartZone system exhibit, SmartNet system exhibit). Network Preventative Maintenance will be performed during Standard Business Days. If the System or Customer requirements dictate this service must occur outside of Standard Business Days, Motorola will provide an additional quotation. Customer is responsible for any charges associated with helicopter or other unusual access requirements or expenses. The terms and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Notify the Customer of any possible System downtime needed to perform this service. 2.2 Physically inspect the Infrastructure Equipment in the system (equipment cabinets, general circuitry, fault indicators, cables, and connections). 2.3 Remove any dust, and/or foreign substances from the Infrastructure. 2.4 Clean filters, if applicable. 2.5 Measure, record, align, adjust the Infrastructure Equipment parameters in accordance with the manufacturer's service manuals and the Rules and Regulations of the Federal Communications Commission (FCC), where applicable. 3.0 Customer has the following responsibilities: 3.1 Provide preferred schedule for Network Preventative Maintenance to Motorola. 3.2 Authorize and acknowledge any scheduled System downtime. 3.3 Maintain periodic backup of databases, Software applications and Firmware. 3.4 Establish and maintain a suitable environment (heat, light, and power) for the Equipment location and provide the Servicer full, free, and safe access to the Equipment so that the Servicer may provide services. All sites shall be accessible by standard service vehicles. 3.5 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Network Preventative Maintenance services to Customer. Network Preventative Maintenance Page 1 of 1 Approved by Motorola Contracts & Compliance: 04/30/04 SmartNet S stem Exhibit (1) MOTOROLA Repeater(s), Control Station(s) ransmitter modulation, RF power output/reflected RF Frequency Measured/adjusted Receiver Sensitivity Measured/Adjusted Power Supplies Audio Input & Output Levels Combiner & Circulator Loss Consoles Positions/Remotes ______.______V._.____� 1,.,,........7/ Audio Input & Output Levels Ethernet Operation CEB Power Supply Voltage, and AC Ripple Switches, Lights, CRT CEB Signal Levels Wiring and Grounding for each Position Check and Clean keyboards, CPU. CRT's Central Controllers, Digitac, Comparators Central Controller and Power Supplies T Bar Switched Simulcast Controller Simulcast Remote Controller Distribution Amp Digitac Comparator Receiver Multi -Couplers Check for receiver to Comparator audio path. Is EQUALIZATION Required? Check for proper audio to Status Tone ratio Confirm that all Receiver RX Notch Filters are either IN or OUT GPS GPS RX/Controller Frequency Standard Calibration Site Equipment Audio Network Analyzer Baseline Database Server System Manager Terminal Site Test/System Calibration Equipment UPS (if covered under Motorola Service Batteries Agreement) Switch -Over Operations AC/DC Voltages Other Equipment Check all system printers Check all modems for proper levels & synchronization MBX/Other telco interface common equipment Network Preventative Maintenance Approved by Motorola Contracts & Compliance: 04/30/04 491) MOTOROLA Exhibit D Statement of Work OnSite Infrastructure Response and Dispatch Service 1.0 Description of Services The Motorola System Support Center (SSC) will receive Customer request for service and dispatch a Servicer. For Mesh system a Servicer will be dispatched only to the central site where the Mobile Integrated System Controller (MISC) is located. The Servicer will respond to the Customer location based on pre -defined Severity Levels set forth in the Severity Definitions Table and Response times set forth in the Response Time Table in order to Restore the System. Motorola will provide Case management as set forth herein. The SSC will maintain contact with the on-site Servicer until System Restoral and Case is closed. The SSC will Continuously track and manage Cases from creation to close through an automated Case tracking process. This Case management allows for Motorola to provide Case activity reports. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Continuously receive service requests. 2.2. Create a Case as necessary when service requests are received. Gather information to perform the following: 2.2.1. Characterize the issue. 2.2.2. Determine a plan of action. 2.2.3. Assign and track the Case to resolution. 2.3. Dispatch a Servicer as required by Motorola standard procedures and provide necessary Case information collected in 2.2. 2.4. Ensure the required personnel have access to Customer information as needed. 2.5. Servicer will perform the following on-site: 2.5.1. Run diagnostics on the Infrastructure or FRU. 2.5.2. Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.5.3. Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.5.4. If a third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 2.6. Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification in the Customer Support Plan required by section 3.2. If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8, Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 2.9. Notify Customer of Case Status as defined required by the Customer Support Plan: 2.9.1. Open and closed; or 2.9.2. Open, assigned to the Servicer, arrival of the Servicer on-site, deferred or delayed, closed. 2.10. Provide Case activity reports to Customer. 3.0 Customer has the following responsibilities: 3.1. Contact Motorola, as necessary, to request service Continuously. 3.2. Provide Motorola with pre -defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.2.1. Case notification preferences and procedure. OnSite Infrastructure Response and Dispatch Service Approved by Motorola Contracts and Compliance 1/30/08 page 1 of 3 MOTOROLA 3.2.2. Repair Verification preference and procedure. 3.2.3. Database and escalation procedure forms. 3.2.4. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.3. Provide the following information when initiating a service request: 3.3.1. Assigned System ID number. 3.3.2. Problem description and site location. 3.3.3. Other pertinent information requested by Motorola to open a Case. 3.4. Allow Servicers access to Equipment. 3.5. Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 2.5.2. 3.6. Maintain and store in an easily accessible location any and all Software needed to Restore the System. 3.7. Maintain and store in an easily accessible location proper System backups. 3.8. For E911 systems, test the secondary/backup PSAP connection to be prepared in the event of a catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of switching to the backup PSAP. 3.9. Verify with the SSC that Restoration is complete or System is functional, if required by Repair Verification preference provided by Customer in accordance with section 3.2. 3.10. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services. OnSite Infrastructure Response and Dispatch Service Approved by Motorola Contracts and Compliance 1/30/08 page 2 of 3 4111 MOTOROLA Severity Definitions Table Severity Level Problem Types Severity 1 • Response is provided Continuously Off Deferral • Major System failure Within 2 hours from receipt of Notification Continuously • 33% of System down Time provided by Servicer * ■ 33% of Site channels down Within 4 hours from receipt of Notification Standard Business Day • Site Environment alarms (smoke, access, temp, AC power. Time provided by Servicer * • This level is meant to represent a major issue that results in an unusable system, sub -system, Product, or critical features from the Customer's perspective. No Work -around or immediate solution is available. Severity 2 • Response during Standard Business Day Time provided by Servicer * • Significant System Impairment not to exceed 33% of system down • System problems presently being monitored • This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub -system, product, or major non-critical features from a Customer's perspective Severity 3 • Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/Preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system, sub -system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, reconunendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Response Times Table (Customer's R ;verity ;vel Standard Response Time Premier Response Time Limited Response Time Restoral Off Deferral :verity 1 Within 4 hours from receipt of Notification Continuously Within 2 hours from receipt of Notification Continuously Within 4 hours from receipt of Notification Standard Business Day 8 hours Time provided by Servicer * ;verity 2 Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day 8 hours Time provided by Servicer * ;verity 3 Within 24 hours from receipt of Notification Standard Business Day Within 24 hours from receipt of Notification Standard Business Day Within 24 hours from receipt of Notification Standard Business Day 48 hours Time provided by Servicer * • Please note these are Standard Commitment times. The commitment times should be based on the Customers Support Plan. • Provide update before the specific contractual commitments come due. * Note: Provide update to System Support Center before Deferral time comes due. OnSite Infrastructure Response and Dispatch Service Approved by Motorola Contracts and Compliance 1/30/08 page 3of3 M.ackk H EXHIBIT E DESCHUTES COUNTY SHERIFF'S OFFICE SYSTEM OPTIMIZATION STATEMENT OF WORK (SOW) M PI °f5 DESCHUTES COUNTY SHERIFF'S DEPARTMENT OPTIMIZATION SOW 1. INTRODUCTION This document is intended to provide a definition of responsibility for technical services proposed by Motorola. This document separates tasks to be performed by Motorola, or representatives of Motorola, and others (which include the customer and suppliers of services other than Motorola). This Statement of Work (SOW) may reference other documents as part of a contract between the Deschutes County Sheriff's Department and Motorola. In all cases, the most recent document will be considered the "working" document for the delivery of these technical services. This SOW contains the following topics: ❖ Project Identification ❖ System Description • Description of Services ❖ Excluded Services ❖ Customer Responsibilities + SOW Modifications / Change Orders ❖ Repairs ❖ Project Timeline/Completion Date ••• Pricing ❖ Approval of SOW ❖ Change Order Request Form M December 11, 2007 800MHZ TRUNKED SIMULCAST SYSTEM OPTIMIZATION STATEMENT OF WORK A ftAr-11 me r± N 2. PROJECT IDENTIFICATION Identifying Name Deschutes County, OR Simulcast Optimization Customer or Buyer Deschutes County Sheriffs Department Customer End User Deschutes County Sheriff's Department Customer Address (for correspondence) 63333 W. Hwy 20 Bend, Oregon 97701 Customer Contact Jon Sholes (541-385-1400) Document Version 1.0 — December 12, 2004 Document Expiration Date January 1, 2010 3. SYSTEM DESCRIPTION System Number 0572E Identifying Name Deschutes County, OR Sheriff's Department Motorola Maintenance Contract Number S00001004720 System Description Motorola Smartnet 800 MHz Trunked Simulcast Number of RF Channels Ten Number of RF Remote Sites Seven 2 December 11, 2007 DESCHUTES COUNTY SHERIFF'S DEPARTMENT Rif(vilvneirifH 4. DESCRIPTION OF SERVICES Motorola will provide System Technologist(s) services to assist the Deschutes County Sheriff's Department personnel in the optimization of their 800 MHz Motorola Trunked Simulcast System. The following sections identify specific work and services provided during the course of this proposal. Below is a list of services included in the system optimization: • Optimize Quantar base stations • Measure and optimize insertion loss of transmitter combiners • Perform receiver multi -coupler spectrum analysis • Optimize tower -top amplifier systems to Motorola specifications for optimum performance • Measure the effective sensitivity of each receiver (only if customer has test ports) • Verify operation of frequency standards • Verify operation of MTC3600 controllers, including TO counters • Optimize DigiTac audio levels • Optimize Gold Elite Console audio levels (TBIMs only) • Optimize USCIs (audio and data levels) • Optimize simulcast audio amplitude • Verify simulcast audio phasing • Verify operation/programming of Premisys channel banks • Check T1 links for errors and alarms (Premisys T1 links only) • Document optimization results 5. EXCLUDED SERVICES Tasks not specifically included in section 4 of this SOW should not be considered part of this SOW. Such tasks include, but are not limited to, engineering design, engineering consulting, project management, coverage design, coverage testing, microwave testing, subscriber template design/review, installation of tower -top amplifier test port coax lines, tower climbing for purposes other than antenna system testing, and acceptance test plan. M December 11, 2007 3 pcii-t- 5 800MHz TRUNKED SIMULCAST SYSTEM OPTIMIZATION STATEMENT OF WORK 6. CUSTOMER RESPONSIBILITIES Deschutes County shall provide the following general items: • Designate a single point of contact for all assignments • Insure the system is in known working order with no known needed repairs • Provide site access and escort to all the associated sites • Provide at least two portable radios for use on the 800MHz simulcast system • Provide transportation to any site not easily accessible with a four-wheel drive vehicle, if necessary. The transportation shall allow for at least eight hours of work onsite per day. • Coordinating any scheduled downtimes with end-users on the system 7. SOW MODIFICATIONS / CHANGE ORDERS Once this Statement of Work is approved and signed by authorized representatives of Deschutes County and Motorola, a formal Change Order procedure will be in effect. 8. REPAIRS Motorola will notify Deschutes County of any items found in need of repair. It is the responsibility of Deschutes County to acquire parts and effect repairs, as identified, to the existing infrastructure equipment. Motorola shall not provide labor, parts and/or spare boards as part of this project to support these repairs. Motorola shall not be held responsible for schedule overruns, system malfunctions, or system down time related to these items. Motorola will notify Deschutes County of predicted impact to the system operation due to items in need of repair. Deschutes County assumes all responsibility for system degradation and/or malfunction in this situation. 9. PROJECT TIMELINE/COMPLETION DATE A mutually agreed upon project timeline will be developed upon receipt of executed purchase order. 10. PRICING The total price of Motorola services quoted is $30,000.00. 4 December 11, 2007 M �,�5of5 Afroudiwnevit CL MOTOROLA Exhibit H Statement of Work Technical Support Service 1.0 Description of Services The Technical Support service provides centralized remote telephone support for technical issues that require a high level of communications systems expertise or troubleshooting on Equipment. The Motorola System Support Center's (SSC) Technical Support Operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues. Technical Support Service (i) does not include software upgrades that may be required for issue resolution; and (ii) does not include Customer training (iii) is only available for those system types supported and approved by Technical Support Operations. Technical Support is applicable to the following system types: ASTRO®, ASTRO® 25 , ARC 4000, SmartZone® v2.0.3 and higher, SmartZone®/OnmiLink®, E911, Private Data v2.0.3 and higher, SmartNet®, Conventional Two -Way, and Wireless Broadband. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Respond to requests for Technical Support for the Restoration of failed Systems and diagnosis of operation problems in accordance with the response times set forth in the Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 2.2. Advise caller of procedure for determining any additional requirements for issue characterization, Restoration, including providing a known fix for issue resolution when available. 2.3. Attempt remote access to System for remote diagnostics, when possible. 2.4. Maintain communication with the Servicer or Customer in the field until close of the Case, as needed. 2.5. Coordinate technical resolutions with agreed upon third party vendor(s), as needed. 2.6. Escalate and manage support issues, including Systemic issues, to Motorola engineering and product groups, as applicable. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Provide Configuration Change Support and Work Flow changes to Systems that have dial in or remote access capability. 2.9. Determine, in its sole discretion, when a Case requires more than the Technical Support services described in this SOW and notify Customer of an alternative course of action. 3.0 Customer has the following responsibilities: 3.1. Provide Motorola with pre -defined information prior to Start Date necessary to complete Customer Support Plan. 3.1.1. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.2. Contact the SSC in order to access the Technical Support Operation, provide name of caller, name of Customer, System ID number, Service Agreement number, site(s) in questions, and brief description of the problem. 3.3. Supply on-site presence when requested by System Support Center. 3.4. Validate issue resolution prior to close of the Case. 3.5. Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. : Legal Approval February 28, 2008 page 1 of 2 Aff acltv>1e,►it MOTOROLA 3.6. Acknowledge that Cases will be handled in accordance with the times and priorities as defined in Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 3.7. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Technical Support service to Customer. Severity Definitions Table Severity Level Problem Types Severity 1 • Response is provided Continuously Within 4 Hours from receipt of Notification, Standard Business Day • Major System failure ■ 33% of System down • 33% of Site channels down • Site Environment alarms (smoke, access, temp, AC power. • This level is meant to represent a major issue that results in an unusable system, sub -system, Product, or critical features from the Customer's perspective. No Work -around or immediate solution is available. Severity 2 • Response during Standard Business Day • Significant System Impairment not to exceed 33% of system down • System problems presently being monitored • This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub -system, product, or major non-critical features from a Customer's perspective Severity 3 • Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system, sub -system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Remote Technical Support Response Times Table SEVERITY RESPONSE Severity 1 Within 1 Hour from receipt of Notification, Continuously Severity 2 Within 4 Hours from receipt of Notification, Standard Business Day Severity 3 Within next Business Day, Standard Business Day : Legal Approval February 28, 2008 page 2 of 2 A1 -1-0A Insurance. In conjunction with all services performed under this agreement: a Contractor shall maintain Commercial General Liability insurance with a combined single limit of not less than $500,000 per occurrence limit / $1,000,000 annual aggregate limit. Commercial General Liability insurance includes coverage for personal injury, bodily injury, advertising injury, property damage, premises, operations, products, completed operations and contractual damages. By Blanket endorsement, the policy shall include Deschutes County, its officers, and employees as an additional insured. b. Contractor shall maintain Business liability insurance with a combined single limit of not less than $500,000 per occurrence. Automobile Liability insurance includes coverage for bodily injury and property damage resulting from operation of a motor vehicle. Business Automobile liability Insurance shall provide for any motor vehicle (symbol 1 on some insurance certificates) driven by or on behalf of Contractor during the course of providing services under this contract. Business Automobile Liability is required for contractors that own business vehicles registered to the business. Examples include: plumbers, electricians or construction contractors. An example of an acceptable personal automobile policy is a contractor who is a sole proprietor that does not own vehicles registered to the business C. Additional Requirements. Contractor shall pay all deductibles ad retentions. A cross -liability clause or separation of insured's condition must be included in all commercial general liability policies required by this contract. d. Certificate of Insurance Required. Contractor shall furnish a current Certificate of Insurance to the County with the Signed contract. For commercial general liability coverage, the Certificate shall also provide, by policy Blanket endorsement, that Deschutes County, its officers and employees are additional insured's with respect to Contractor's services provided under this contract. C&cit YYICe nt MOTOROLA MEMORANDUM OF INSURANCE PRODUCER AON RISK SERVICES CENTRAL, INC. AON CENTER 200 EAST RANDOLPH STREET CHICAGO, ILLINOIS 60601 D/B/A Aon Risk Insurance Services of Illinois. CA License /0095623 THIS MEMORANDUM IS A MATTER OF INFORMATION ONLY. THIS MEMORANDUM DOES NOT AMEND, EXTEND OR ALTER THE COVERAGES AFFORDED BY THE POLICIES BELOW. COMPANIES AFFORDING COVERAGE COMPANY A LIBERTY MUTUAL FIRE INSURANCE COMPANY INSURED MOTOROLA INC. AND ITS SUBSIDARIES 1303 EAST ALGONGUIN ROAD SCHAUMBURG, IL 60196 COMPANY B LIBERTY INSURANCE CORPORATION COMPANY C COMPANY D COVERAGES THIS ES TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. CO LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MM/DD/YY/) LIMITS A GENERAL LIABILITY -Cotninercial General Liability -Occurrence TB2-641-005169-070 7/01/2010 7/01/2011 GENERAL AGGREGATE 52,000,000 PRODUCTS - COMP/OP AGO Included PERSONAL & ADV INJURY 51,000,000 EACH OCCURENCE 51,000,000 FIRE DAMAGE (any one fire) 5250,000 MED EXP (any one person) $10,000 A AUTOMOBILE LIABILITY -Any Auto AS2-641-005169-010 (Domestic Auto- All Sates) 7/01/2010 7/01/2011 COMBINED SINGLE LIMIT $1,000,000 BODILY INJURY (per accident) BODILY INJURY (per accident) PROPERTY DAMAGE GARAGE LIABILITY AUTO ONLY (each accident) OTHER THAN AUTO ONLY EACH ACCIDENT AGGREGATE EXCESS LIABILITY EACH OCCURENCE AGGREGATE B B WORKERS COMP & EMPLOYER'S LIABILITY WA7-64D-005169-080 (Deductible) WC7-641-005169-090 (Retro) 7/01/20(0 7/01/2011 N WC Statu- tory limits EL EACH ACCIDENT 51,000,000 EL DISEASE - POLICY LIMIT 51,000,000 EL DISEASE— EA EMPLOYEE 51,000,000 OTHER FOR INFORMATIONAL PURPOSES ONLY