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Item 4F (2)Motorola Solutions, Inc. 1507 LBJ Freeway, Suite 700 Farmers Branch, TX. 75234 USA March 26th, 2012 City of Southlake Chief Michael Starr Fire Department 600 State St Southlake, Tx 76092 RE: Astro P25 Simulcast System Dear Chief Starr: Motorola Solutions, Inc. (“Motorola”) is pleased to have the opportunity to provide the City of Southlake with quality communications equipment and services. The Motorola project team has taken great care to propose a solution to address your needs and provide exceptional value. Motorola’s solution includes a combination of hardware, software, and services. Specifically, this solution is for the P25 flash kits for existing XTS/XTL Portables and Mobiles for P25 communications and new P25 APX Portables and Mobiles. This proposal is subject to the terms and conditions of the enclosed HGAC System Purchase Agreement (“SPA”) and lease purchase agreement, and shall remain valid for a period of sixty (60) days from the date of this cover letter. Southlake may accept the proposal by delivering to Motorola the signed SPA and lease purchase agreement. Motorola would be pleased to address any concerns Southlake may have regarding this proposal. Any questions can be directed to your Motorola Representative, Jake Price at 972-904-9131. We thank you for the opportunity to furnish Southlake with our solutions and we hope to strengthen our relationship by implementing this project. Our goal is to provide you with the best products and services available in the communications industry. Sincerely, MOTOROLA SOLUTIONS, INC. Edward Fuerst Motorola Solutions Sales and Services, Inc. Vice President North America Government Markets NORTHEAST TARRANT COUNTY ORGANIZATION (NETCO) - CITY OF SOUTHLAKE, TEXAS MARCH 26, 2012 ASTRO 25 SIMULCAST SYSTEM The design, technical, and cost information furnished with this proposal is proprietary information of Motorola Solutions, Inc. (Motorola). Such information is submitted with the restriction that it is to be used only for the evaluation of the proposal, and is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the proposal, without the express written permission of Motorola Solutions, Inc. MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. SYMBOL is a trademark owned by Symbol Technologies, Inc., which is a wholly owned subsidiary of Motorola Solutions, Inc. All other trademarks are the property of their respective owners. © 2012 Motorola Solutions, Inc. All rights reserved. NORTHEAST TARRANT COUNTY ORGANIZATION (NETCO) - CITY OF SOUTHLAKE, TEXAS ASTRO 25 SIMULCAST SYSTEM TABLE OF CONTENTS Section 1 ............................................................................................................ 1-1 System Description ............................................................................................ 1-1 1.1Project Overview .................................................................................................................... 1-1 1.2Proposed System Design ....................................................................................................... 1-1 1.2.1ASTRO Simulcast System ................................................................................................. 1-1 1.2.1.1Site Connectivity ......................................................................................................... 1-6 1.2.2MCC 7500 Consoles .......................................................................................................... 1-7 1.2.2.1Keller PSAP ................................................................................................................ 1-8 1.2.2.2Euless PSAP .............................................................................................................. 1-9 1.2.2.3Bedford PSAP .......................................................................................................... 1-10 1.2.2.4Grapevine PSAP ...................................................................................................... 1-12 1.2.2.5MCC7500 CAD/API Integration ................................................................................ 1-13 1.2.2.6Audio & Telephony Logging ..................................................................................... 1-14 1.2.2.7MCC 7100 Mobile Console ...................................................................................... 1-15 1.2.2.8Over-the-Air Programming (OTAP) Client ................................................................ 1-16 1.2.3Subscribers ...................................................................................................................... 1-17 1.3Radio System Coverage ...................................................................................................... 1-18 1.3.1Coverage Acceptance Test Procedure ............................................................................ 1-20 1.4Power and HVAC ................................................................................................................. 1-21 1.5System Cutover .................................................................................................................... 1-23 1.6System Acceptance ............................................................................................................. 1-24 1.7Infrastructure Architecture .................................................................................................... 1-24 1.7.1ASTRO Simulcast ............................................................................................................ 1-24 1.7.1.1Simulcast Prime Site ................................................................................................ 1-25 1.7.1.2Simulcast Remote Site .............................................................................................1-26 1.7.2MCC 7500 Console System ............................................................................................. 1-30 1.7.2.1Features and Benefits .............................................................................................. 1-31 1.7.2.2Architecture .............................................................................................................. 1-32 1.7.2.3Elite Dispatch Graphical User Interface ................................................................... 1-33 Section 2 ............................................................................................................ 2-1 Equipment List ................................................................................................... 2-1 2.1ASTRO Infrastructure ............................................................................................................. 2-1 2.2Subscribers .......................................................................................................................... 2-10 March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. i Motorola Solutions Confidential RestrictedTable of Contents Section 3 ............................................................................................................ 3-1 Coverage Acceptance Test Plan ....................................................................... 3-1 3.1Overview ................................................................................................................................ 3-1 3.2CATP Definitions .................................................................................................................... 3-1 3.2.1Defined Test Area .............................................................................................................. 3-2 3.2.2Channel Performance Criterion (CPC) ............................................................................... 3-2 3.2.3Reliability ............................................................................................................................ 3-3 3.2.4Equipment Configurations .................................................................................................. 3-3 3.2.5Outdoor Only Coverage ..................................................................................................... 3-4 3.2.6CPC Pass/Fail Criterion for a Test Tile .............................................................................. 3-4 3.2.7Required Number of Test Tiles in the Defined Test Area ................................................... 3-5 3.2.8Accessibility to Test Tiles ................................................................................................... 3-5 3.2.9Random Selection of a Test Location in Each Tile............................................................. 3-6 3.2.10CPC Measurements in Each Tile ................................................................................... 3-6 3.3Responsibilities and Preparation ............................................................................................ 3-6 3.4CATP Procedures .................................................................................................................. 3-7 3.5CATP Documentation and Coverage Acceptance ................................................................. 3-9 Section 4 ............................................................................................................ 4-1 Statement of Work ............................................................................................. 4-1 4.1Implementation Goals ............................................................................................................ 4-1 4.2System Integration Approach ................................................................................................. 4-1 4.3Implementation Team ............................................................................................................ 4-2 4.4Statement of Work Overview (SOW) ..................................................................................... 4-3 4.5Contract Initiation & Project Kickoff ........................................................................................ 4-3 4.5.1Customer Design Review (CDR)........................................................................................ 4-4 4.5.1.1Final System Design Review ...................................................................................... 4-5 4.5.1.2Design Review Task Details ....................................................................................... 4-6 4.5.1.3Master Site Interconnectivity to Fort Worth ................................................................ 4-7 4.5.1.4MCC7500 CADI Application Programmers Interface (API) ........................................ 4-7 4.5.1.5MCC7100 Mobile Console ......................................................................................... 4-8 4.5.1.6Coverage Design ........................................................................................................ 4-8 4.5.1.7Frequency Planning ................................................................................................... 4-9 4.5.1.8Develop Cutover Plan .............................................................................................. 4-10 4.5.2Finalize Project Schedule ................................................................................................. 4-10 4.5.3Acceptance Test Procedures ........................................................................................... 4-11 4.5.4Site Survey & Preparation ................................................................................................ 4-12 4.5.5Order Processing ............................................................................................................. 4-14 4.5.6Manufacturing and Factory Testing .................................................................................. 4-14 4.5.6.1Manufacturing ........................................................................................................... 4-15 4.5.6.2Template Development ............................................................................................ 4-15 4.5.6.3Factory Testing ......................................................................................................... 4-17 4.5.7Civil Work ......................................................................................................................... 4-18 Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. ii ASTRO 25 Simulcast SystemMotorola Solutions Confidential Restricted NORTHEAST TARRANT COUNTY ORGANIZATION (NETCO) - CITY OF SOUTHLAKE, TEXAS ASTRO 25 SIMULCAST SYSTEM 4.5.7.1Site Development at Existing Tower Sites with Existing Room ................................ 4-18 4.5.8Site Interconnection ......................................................................................................... 4-25 4.5.9Installation of Fixed Network Equipment (FNE) ............................................................... 4-26 4.5.10Subscriber Installation .................................................................................................. 4-29 4.5.11Systems Integration and Optimization .......................................................................... 4-31 4.5.12Acceptance Testing ...................................................................................................... 4-32 4.5.12.1Functional Acceptance (Equipment Installation Acceptance) ............................... 4-32 4.5.12.2Performance Tests (Feature Tests) ...................................................................... 4-33 4.5.12.3Coverage Acceptance Tests ................................................................................ 4-34 4.5.13Training ........................................................................................................................ 4-34 4.5.14Cutover to New System Operations ............................................................................. 4-35 4.5.15System Documentation ................................................................................................ 4-35 4.5.15.1Design Documentation ......................................................................................... 4-36 4.5.15.2Factory Staging Documentation ........................................................................... 4-36 4.5.15.3System Manual - “As-Built” Documentation .......................................................... 4-36 4.5.16Project Finalization ....................................................................................................... 4-37 4.5.17Warranty Period ........................................................................................................... 4-38 Section 5 ............................................................................................................ 5-1 Project Schedule ................................................................................................ 5-1 Section 6 ............................................................................................................ 6-1 Warranty and Maintenance Plan ....................................................................... 6-1 6.1Warranty and Maintenance Overview .................................................................................... 6-1 6.2Warranty and Maintenance Support ...................................................................................... 6-2 6.2.1System Support Center Services ....................................................................................... 6-2 6.2.2Overview ............................................................................................................................ 6-2 6.2.3Dispatch and Case Management ....................................................................................... 6-3 6.2.4Technical Support Operations ............................................................................................ 6-4 6.2.5Network and Security Monitoring ....................................................................................... 6-4 6.2.6Security Update Service ..................................................................................................... 6-4 6.2.7Summary ............................................................................................................................ 6-5 6.3Field Response Services ....................................................................................................... 6-5 6.3.1OnSite Infrastructure Response ......................................................................................... 6-5 6.3.2Infrastructure Board Repair with Advanced Replacement ................................................. 6-5 6.3.3Infrastructure Preventative Maintenance............................................................................ 6-6 6.3.4Local Support Service ........................................................................................................ 6-6 6.3.5Radio Repair Service ......................................................................................................... 6-6 6.4Lifecycle Support .................................................................................................................... 6-7 6.4.1Lifecycle Product Portfolio for Technology Refresh and Security Services ........................ 6-7 6.4.1.1Software Maintenance Agreement (SMA) .................................................................. 6-7 March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. Motorola Solutions Confidential Restricted iii Table of Contents 6.4.1.2System Upgrade Agreement (SUA) ........................................................................... 6-8 6.5Existing Maintenance agreement and Other Considerations ................................................. 6-9 Section 7 ............................................................................................................ 7-1 Pricing Summary ............................................................................................... 7-1 7.1Southlake Overall Pricing Summary ...................................................................................... 7-1 7.2Southlake Subscribers Detailed Pricing Tables ..................................................................... 7-2 Section 8 ............................................................................................................ 8-1 Terms and Conditions ........................................................................................ 8-1 Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. iv ASTRO 25 Simulcast SystemMotorola Solutions Confidential Restricted SECTION 1 SYSTEM DESCRIPTION 1.1PROJECT OVERVIEW Motorola is pleased to offer our ASTRO 25 IP simulcast trunked radio system to meet the Northeast Tarrant County Organization’s (NETCO) public safety communication needs and be an integral component in NETCO’s vision for a streamlined, unified communications infrastructure. The proposed design replaces NETCO’s existing nine-channel 800MHz SMARTNET simulcast communications system. The existing communication equipment shelters will be reused. The proposed nine-channel ASTRO 25 Simulcast Subsystem will connect into the existing City of Ft. Worth ASTRO core switch located at the Eagle Mountain RF Tower site in Ft. Worth, TX. The existing City of Ft. Worth ASTRO zone core will support the added capacity required for the design proposed herein. All backhaul connectivity will be provisioned T1 circuits. In support of the ASTRO 25 IP-based infrastructure, NETCO’s existing Gold Elite consoles will be replaced with MCC7500 consoles at each dispatch center. The MCC 7500 console position is Motorola’s mission critical IP high-tier radio dispatch console system which will integrate seamlessly with the ASTRO 25 trunking system. Additionally, ASTRO 25 Phase 1 capable radios will be flash upgraded to support ASTRO 25 operation. Radios that cannot flash upgraded will be replaced. 1.2PROPOSED SYSTEM DESIGN 1.2.1ASTRO Simulcast System The proposed ASTRO 25 simulcast subsystem consists of one simulcast prime site and three simulcast remote sites. The radio site locations currently supporting the SMARTNET system will be re-used which are: Colleyville Tower Grapevine Water Tank Euless Tower (ATC) The ASTRO simulcast prime site will replace the existing prime site at the Colleyville Tower site. The new simulcast hardware is planned to be installed in the adjacent shelter. Each RF remote site will support the nine existing 800MHz simulcast channels currently in operation. The prime site will support nine 800 MHz channels with the capability to add up to one additional 700/800MHz channel in the comparator chassis proposed herein. Figure 1-1illustrates a high level block diagram of the proposed simulcast system. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-1 Motorola Solutions Confidential RestrictedSystem Description Figure 1-1:System Block Diagram A summary of the existing frequencies are referenced below in Table 1-1. The minimum channel spacing between transmit frequencies is 250 kHz which will allow for efficient combining of RF signals for the RF distribution system. Table 1-1:Existing SMARTNET Simulcast Frequencies Existing TX Freq (MHz) 853.7875 852.53751.2500 852.11250.4250 851.48750.6250 851.03750.4500 855.4875-4.4500 855.23750.2500 854.98750.2500 854.01250.9750 The simulcast system is designed to support dual site links to provide additional redundancy and reliability. Dual site links can reduce the impact against several failure scenarios which include but are not limited to: T1 Site Link Failure Site Router/Switch Hardware Failure Refer to the Site Connectivity section for detailed transport requirements. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-2 System DescriptionMotorola Solutions Confidential Restricted Further improving reliability, prime site high availability and simulcast remote site high availability has been incorporated into the design of the simulcast system. Standard IP simulcast prime sites utilize two LAN Ethernet switches to ensure continued wide area operation when a LAN switch failure occurs. The prime site IP devices are evenly distributed between these two switches. If one of the switches fails, the prime site will continue to operate in wide area but with a reduced set of available channels (reduced approximately 50%of maximum capacity) and no redundancy. The IP multi-site subsystem can be equipped with a larger number of LAN switches in order to improve channel availability following a LAN switch failure.With the high availability option- the two base model LAN switches are replaced at the simulcast prime site with four LAN switches setup in a mesh configuration. When the same site resources are spread across four LAN switches, the failure of a single switch will remove fewer resources hence improving the general availability of resources as well as improving the likelihood of preserving redundancy. Figure 1-2below depicts the mesh configuration of the prime site LAN switches. Figure 1-2:Simulcast Prime Site High Availability Block Diagram March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-3 Motorola Solutions Confidential RestrictedSystem Description Further availability improvements can be achieved via the simulcast remote site high availability feature (a.k.a. dual LAN feature). This feature is used jointly with the simulcast prime site high availability feature in order to meet availability targets for the IP multi-site subsystem.The dual LAN feature ensures that a single point of failure in the reference or LAN will not cause the loss of more than one channel at a simulcast remote subsite. Non-dual LAN IP simulcast subsites will lose half of the channels if one of the Ethernet switches fail. A failure of either reference distribution modules will result in the base radios automatically reverting to the LAN served by the other active reference distribution module thus allowing continued wide area operation by all base radios. A block diagram of simulcast remote site high availability is depicted in Figure 1-3. Figure 1-3:Simulcast Remote Site High Availability Block Diagram A high level equipment summary proposed herein is listed below. Colleyville Prime Site Five Comparator Chassis (Supports 2 Channels per Chassis) Two Site Controllers Two Site Access Routers with Relay Panel One SDM3000 MOSCAD RTU Prime Site GPS Unit Four High Availability LAN Switches Two 7.5 Feet Open Face Racks Spares Kit: Includes one GPS unit, one site router, one switch, one power amplifier, one power supply, one x-hub, one comparator Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-4 System DescriptionMotorola Solutions Confidential Restricted Colleyville Co-located Simulcast RemoteSite Two Site Routers Two High Availability Reference Modules Two GPS Receivers Nine 800MHz Simulcast Channels One SDM3000 MOSCAD RTU Three Conventional Channel Gateways (Supports up to 12 resources) One RF Distribution System (RFDS): Includes RX Multicoulper and TX combiner One RX Antenna with Tower Top Amplifier (TTA): Includes Transmission line One TX Antenna: Includes Transmission Line EulessSimulcast RemoteSite Two Site Routers Two High Availability Reference Modules Nine 800MHz Simulcast Channels Two GPS Receivers One SDM3000 MOSCAD RTU One RF Distribution System (RFDS): Includes RX Multicoulper and TX combiner One RX Antenna with Tower Top Amplifier (TTA): Includes Transmission line One TX Antenna: Includes Transmission Line GrapevineSimulcast RemoteSite Two Site Routers Two High Availability Reference Modules Two GPS Receivers Nine 800MHz Simulcast Channels One SDM3000 MOSCAD RTU One RF Distribution System (RFDS): Includes RX Multicoulper and TX combiner One RX Antenna with Tower Top Amplifier (TTA): Includes Transmission line One TX Antenna: Includes Transmission Line March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-5 Motorola Solutions Confidential RestrictedSystem Description 1.2.1.1Site Connectivity Dual T1 connectivity will be required for each remote site, four MCC7500 dispatch centers and the prime sitelink to the City of Ft. Worth ASTRO core. An additional T1 will be required for the optional Grapevine Fire Station Alerting (FSA) subsystem. See Table 1-2below for T1 summary. Table 1-2:Site T1 Backhaul Summary DescriptionOrigination PointTerminationBackhaulDescriptionQty PointType Colleyville Prime SiteColleyville RF Tower Ft. Worth Eagle T1Prime Site 2 ShelterMountain RF SiteLink Colleyville Co-located Colleyville RF Tower Colleyville RF Site- T1Remote Site 2 Remote SiteShelterPrime Site Access Link Router Relay Panel Euless Remote SiteEuless RF Tower Colleyville RF Site- T1Remote Site 2 ShelterPrime Site Access Link Router Relay Panel Grapevine Remote Grapevine Water Colleyville RF Site- T1Remote Site 2 SiteTower ShelterPrime Site Access Link Router Relay Panel Euless PSAPEuless Dispatch Ft. Worth Eagle T1Dispatch 2 CenterMountain RF SiteSite Link Bedford PSAPBedford Dispatch Ft. Worth Eagle T1Dispatch 2 CenterMountain RF SiteSite Link Bedford PSAPBedford Dispatch Ft. Worth Eagle T1Dispatch 2 CenterMountain RF SiteSite Link Keller PSAPKeller Dispatch Ft. Worth Eagle T1Dispatch 2 CenterMountain RF SiteSite Link The existing T1’s supporting dispatch all terminate at the Colleyville Prime Site. T1 connectivity from each dispatch center to the Colleyville prime site will no longer be required for the MCC7500 console subsystem. All T1’s supporting the MCC7500 console system will terminate at the City of Ft. Worth Eagle Mountain ASTRO core site. NETCO is responsible for providing all required site link connectivity. The site link demarcation point for each dispatch and RF site will be T1 (copper twisted pair) terminated in a 110 style punch block or patch panel located within the same equipment room of the termination point. The optional microwave system would provide the site link connectivity between the three RF sites only. During system cutover, temporary T1’s will be required to minimize system impact and to facilitate a smooth transition. The quantity of temporary T1’s required will be determined by the agreed upon migration plan. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-6 System DescriptionMotorola Solutions Confidential Restricted Table 1-3below delineates all provisioned T1 specifications. Table 1-3:T1 Specifications ParameterMeasurement Value –6 Bit Error Rate –BER1 x 10 Stratum Level2 or Better Max. Delay5 milliseconds (ms) one - way Availability99.999 % Line CodingB8ZS (bit 8 zero substitution) SignalingClear Channel CompressionNone FramingESF (extended super frame) Pulse Amplitude0 dBdsx (3.0V +/- 0.3V or 6V P-P) Dry or WetDry, No voltage (-48 VDC or other) Present 1.2.2MCC 7500 Consoles The proposed MCC 7500 console system will replace NETCO’s existing Gold Elite consoles. The MCC 7500 console architecture is Motorola’s most advanced, mission critical, fully IP dispatch console which integrates seamlessly into the ASTRO 25 communications system. The existing conventional resources along with the existing desktop consolettes will be upgraded to support ASTRO 25 operation and will be integrated into the MCC 7500 console system. The MCC7500 connects directly to the same IP network as the ASTRO 25 P25 IP digital trunked simulcast system and is managed by the ASTRO 25 Zone Master Site. Dual links between the console sites and the master site are included for redundancy and reliability. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-7 Motorola Solutions Confidential RestrictedSystem Description 1.2.2.1Keller PSAP The NETCOM dispatch center will be upgraded to support a six-position MCC 7500 console system replacing the existing Gold Elite consoles along with the over-the-air logging recorder to support ASTRO 25 voice. The NETCOM dispatch center supports multiple city agencies which are City of Keller, City of Southlake, City of Colleyville and City of West Lake. Dual LAN switches and dual site routers have been included for increased reliability and redundancy.Twoconventional channel gateways (CCGW’s) have been included to support conventional radio resources up to a maximum of eight resources. The nine existing XTL logging radios will be flash upgraded to support ASTRO 25, along with a new logging recorder. Four of five console positions have desktop consolettes that will be flash upgraded to support ASTRO 25. The existing MCS 2000 is not flash upgradable to ASTRO 25; therefore, the MCS will be replaced with an APX consolette. An additional desktop consolette radio has been included providing the sixth console position with a desktop consolette. Once installation has been completed, all six console positions will have a designated desktop consolette radio.Figure 1-4depicts a high level block diagram of the proposed console subsystem. Figure 1-4:NETCOM Dispatch Console Block Diagram Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-8 System DescriptionMotorola Solutions Confidential Restricted A high level equipment summary proposed herein is listed below. Keller PSAP Six MCC 7500 Consoles: Includes voice processing module, LCD monitor, four speakers, Windows 7 workstation, Instant Recall Record, Gooseneck Mic Two Network LAN Switches Two Dispatch Site Routers One SDM 3000 RTU One Network Management Client One Conventional Site Controller Two APX 7500 Desktop Consolette Radios Two Conventional Channel Gateways (supports up to 8 resources) Spares Kit: Includes Windows 7 workstation, MCC 7500 Voice Processing Module, LAN switch, AC power supply 1.2.2.2Euless PSAP The City of Euless dispatch center will be upgraded to support a four-position MCC 7500 console system replacing the existing Gold Elite consoles along with the over-the-air logging recorder to support ASTRO 25 voice. Dual LAN switches and dual site routers have been included for increased reliability and redundancy. Figure 1-5 depicts a high level block diagram of the proposed console subsystem. Figure 1-5:Euless Dispatch Console Block Diagram March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-9 Motorola Solutions Confidential RestrictedSystem Description Twoconventional channel gateways (CCGW’s) have been included to support conventional radio resources up to a maximum of eight resources. The nine existing XTL logging radios will be flash upgraded to support ASTRO 25, along with a new logging recorder. Each Gold Elite console position has a desktop consolette that will be flash upgraded to support ASTRO 25. A high level equipment summary is listed below. Euless PSAP Four MCC 7500 Consoles: Includes voice processing module, LCD monitor, four speakers, Windows 7 workstation, Instant Recall Record, Gooseneck Mic Two Network LAN Switches Two Dispatch Site Routers One SDM 3000 RTU One Network Management Client One Conventional Site Controller Two Conventional Channel Gateways (supports up to 8 resources) One UPS (20kVA/16kW) Spares Kit: Includes Windows 7 workstation, MCC 7500 Voice Processing Module, LAN switch, AC power supply 1.2.2.3Bedford PSAP The City of Bedford’s dispatch center will be upgraded to support a three-position MCC 7500 console system replacing the existing Gold Elite consoles along with the over-the-air logging recorder to support ASTRO 25 voice. Dual LAN switch and dual site routers have been included for increased reliability and redundancy. Figure 1-6depicts a high level block diagram of the proposed console subsystem. Figure 1-6:Bedford Dispatch Console Block Diagram Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-10 System DescriptionMotorola Solutions Confidential Restricted Two conventional channel gateways(CCGW’s) have been included to support conventional radio resources up to a maximum of eight resources. Currently, the LORI audio output from the CEB is being used to record radio traffic; therefore, nine logging radios have been included to support over-the-air logging of the radio traffic. An additional APX desktop consolette radio has been included. The two existing desktop consolette radio will be flash upgraded to support ASTRO 25. The two existing consolettes will be flash upgraded to support ASTRO 25. A high level equipment summary is listed below. Bedford PSAP Three MCC 7500 Consoles: Includes voice processing module, LCD monitor, four speakers, Windows 7 workstation, Instant Recall Record, Gooseneck Mic Two Network LAN Switches Two Dispatch Site Routers One SDM 3000 RTU One Network Management Client One Conventional Site Controller Two Conventional Channel Gateways (supports up to 8 resources) One UPS (20kVA/16kW) Nine XTL 1500 Radios – Over-The-Air Logging One AC to DC power converter One APX Desktop Consolette Radio Spares Kit: Includes Windows 7 workstation, MCC 7500 Voice Processing Module, LAN switch, AC power supply March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-11 Motorola Solutions Confidential RestrictedSystem Description 1.2.2.4Grapevine PSAP The City of Grapevine’s dispatch center will be upgraded to support a five-position MCC 7500 console system replacing the existing Gold Elite consoles along with the over-the-air logging recorder to support ASTRO 25 voice. Dual LAN switch and dual site routers have been included for increased reliability and redundancy. Figure 1-7depicts a high level block diagram of the proposed console subsystem. Figure 1-7:Grapevine Dispatch Console System Block Diagram Threeconventional channel gateways (CCGW’s) have been included to support conventional radio resources up to a maximum of twelve resources. The nine existing XTL logging radios will be flash upgraded to support ASTRO 25, along with a new logging recorder. An additional APX consolette radio has been included providing one consolette radio per console position for backup. The two existing consolettes will be flash upgraded to support ASTRO 25. A high level equipment summary is listed below. Grapevine PSAP Five MCC 7500 Consoles: Includes voice processing module, LCD monitor, four speakers, Windows 7 workstation, Instant Recall Record, Gooseneck Mic Two Network LAN Switches Two Dispatch Site Routers One SDM 3000 RTU One Network Management Client One Conventional Site Controller Three Conventional Channel Gateways (supports up to 12 resources) Spares Kit: Includes Windows 7 workstation, MCC 7500 Voice Processing Module, LAN switch, AC power supply Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-12 System DescriptionMotorola Solutions Confidential Restricted 1.2.2.5MCC7500 CAD/API Integration The MCC 7500 console API can be used with various CAD vendor workstations and CAD servers. The CADI interface is a “read/write” interface in that it provides information and allows some commands to be input to the radio system. Initiating a Call Alert to dispatch fire stations is one of many examples of how the MCC 7500 console API can be integrated into a customer’s existing CAD environment allowing a limited sub-set of features to be accessed from the CAD workstation. Figure 1-8illustrates a high level block diagram of the console sub- system and CAD interface. Figure 1-8:MCC7500 Console CAD Interface Block Diagram To support CAD integration at each NETCO dispatch center, a firewall is required and has been included as part of the proposed design. Any hardware in addition to a single Motorola provided firewall at each dispatch will be the responsibility of NETCO. NETCO’s existing CAD vendors “Crimes” and “New World” will be responsible for the development, programming and full integration of the MCC7500 console API into their CAD environment. Motorola Solutions has not included any additional hardware or labor to support NETCO’s CAD vendor’s integration or programming efforts of the console API. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-13 Motorola Solutions Confidential RestrictedSystem Description 1.2.2.6Audio & Telephony Logging The existing over-the-air loggers at each PSAP do not support ASTRO 25 radio traffic; therefore, the existing loggers will be replaced with hardware capable of decoding and storing the ASTRO 25 signaling. The replacement loggers will support radio and telephony audio. Included with the replacement logger is a web based platform that can be used for audio replay and reconstruction. Workstation PC’s provided by each City will not reside on the radio network to access audio stored on the logging recorder. Workstation PC’s will only be allowed to access logged audio from each City’s respective customer enterprise LAN at the respective dispatch center.The included software suite supports up to a maximum of five concurrent user licenses allowing both audio reconstruction and monitor for each dispatch center. NETCO will be responsible for extending the analog telephony audio logging inputs from the existing service provider demark to a punch block within 10 feet of the logging recorder. NETCO will be responsible for provisioning an R-SPAN (mirror’s the telephony audio) port on each VoIP Call manager switch which forwards all of the VoIP call traffic audio; along with, extending the VoIP Call Manager connectivity to the Motorola provided logger. Extension of analog or VoIP telephony audio is not included in the scope of the proposed design herein. A high-level equipment summary is delineated below. NETCOMPSAP One Logging Recorder with ASTRO 25 modem: Supports up to 63 channels Audio Replay Software Suite- Web Based Bedford PSAP One Logging Recorder with ASTRO 25 modem: Supports up to 54 channels Audio Replay Software Suite- Web Based EulessPSAP One Logging Recorder with ASTRO 25 modem: Supports up to 56 channels Audio Replay Software Suite- Web Based Grapevine PSAP One Logging Recorder with ASTRO 25 modem: Supports up to 66 channels Audio Replay Software Suite- Web Based Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-14 System DescriptionMotorola Solutions Confidential Restricted 1.2.2.7MCC 7100 Mobile Console The MCC 7100 IP Console is a Mission Critical ASTRO 25 wireline console. The MCC 7100 console offers similar features as the MCC 7500 with a reduced maximum channel capacity of 10 channels. It requires no external voice processing hardware (no VPM) to perform dispatch operations. The MCC 7100 console is designed to add mobility and versatility to the evolving needs of a PSAP. The MCC7100 console will be installed on a laptop using Windows 7. The MCC7100 console proposed herein will support a desktop microphone and two desktop speakers. The MCC 7100 mobile console will be able to access the radio network as long as the MCC 7100 console has access to the customer network that is co-located with the console proxy. The MCC 7100 console proxy will be installed in two geographically separated locations for added redundancy and increased reliability. The MCC 7100 console proxy must be installed on an operational MCC 7500 console located at the NETCOM and Euless dispatch centers. NETCO will be required to provision network connectivity from any location the MCC 7100 is required to operate to either of the two locations where the MCC 7500 console proxy will reside – NETCOM and Euless dispatch centers. Local area network and wide area network connectivity will be the responsibility of NETCO and is not included as part of the proposed design herein. Figure 1-9illustrates a high level block diagram of the console subsystem. Figure 1-9:MCC 7100 Console Block Diagram A maximum of 10 simultaneous calls and 30 configurable resources are supported. A high level equipment summary is listed below: Two MCC 7100 Mobile Consoles: Includes desktop microphone, two desktop speakers, and Windows 7 mobile workstation Two Mobile Customer Enterprise Network (CEN) Firewalls Two Mobile Radio Network Firewalls March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-15 Motorola Solutions Confidential RestrictedSystem Description 1.2.2.8Over-the-Air Programming (OTAP) Client NETCO will have the capability to perform single subscriber unit or batch subscriber programming utilizing the IV&D capable ASTRO 25 core and simulcast remote sites. The CPS software will co-hab on the MCC7100 console located at the Euless dispatch center. To support OTAP, a presence notifier (PN) server will be required outside the radio network. Currently, the PN server is planned to be installed on the City of Euless customer enterprise network (CEN). If the MCC 7100 mobile workstation is relocated outside the City of Euless LAN network, a network connection to the PN server will need to be established to perform OTAP functions. Figure 1-10illustrates a high level block diagram of the OTAP client integration. For simplicity, the block diagram has been reduced to show primary interfaces only. Figure 1-10:OTAP Block Diagram Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-16 System DescriptionMotorola Solutions Confidential Restricted 1.2.3Subscribers Subscriber software flask upgrades have been included for ASTRO 25 capable radios including both portables and mobiles. Radios that do not support ASTRO 25 will require replacement.Table 1-4below summarizes the subscriber upgrade or replacement plan. Table 1-4:Subscriber Summary XTS 1500 Flash Kits392 12 XTS 2500 Flashe Kits3 3024672837 XTS 5000 Flash Kits24704130138 APX 6000 Flash Kits120 APX 7000 Flash Kits5 3 APX 7500 Flash Kits XTL 1500 Flash Kits9 9 14 XTL 2500 Flash Kits6 41101364018 XTL 5000 Flash Kits612516551210 XTL 15009 APX 400017 APX 450040 APX 60008040448 APX 6500118 10 APX 70001 60 APX 75003 7 3 1 321 March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-17 Motorola Solutions Confidential RestrictedSystem Description 1.3RADIO SYSTEM COVERAGE Coverage prediction was performed using Motorola’s proven Hydra software. Hydra is an innovative software tool developed by Motorola to accurately predict coverage, model traffic (voice and data), analyze interference, plan channel re-use, and perform other design tasks for Motorola’s diverse portfolio of radio networks. Motorola is providing a portable on the street coverage commitment based on the coverage map included with this proposal. The proposed system design duplicates NETCO’s original system coverage requirements for 97% percent roundtrip covered area reliability with delivered audio quality (DAQ) of 3.4 for portable on the street coverage. The existing RF sites will be re-used. Table 1-5summarizes the site parameters used to model coverage. Final coverage maps willbe generated based on the as-built site configurations and will be used to execute the coverage acceptance tests. Table 1-5:RF Site Parameters ERPTX AntennaRX Antenna (Watts)HeightHeight Colleyville245 280300 Euless204400420 Grapevine275125125 Additional baseline parameters used to model the coverage maps illustrated in Figure 1-11 is follows: Radio Type = XTS Portable at Hip Level in Swivel Case With Speaker Mic Transmit Power = 3 Watts Transmit Height = 3.3 feet (at hip level) Receive Height = 3.3 feet (at hip level) Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-18 System DescriptionMotorola Solutions Confidential Restricted Figure 1-11:XTS Portable On-Street Coverage Map, DAQ 3.4, 97% Roundtrip March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-19 Motorola Solutions Confidential RestrictedSystem Description Shown below is the mobile coverage area with trunk mount antenna. The mobile coverage map depicted in Figure 1-12is for INFORMATIONAL PURPOSES ONLY. Figure 1-12:XTS Mobile Coverage Map, DAQ 3.4, 97% Roundtrip 1.3.1Coverage Acceptance Test Procedure Please see Section 3, Coverage Acceptance Test Plan. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-20 System DescriptionMotorola Solutions Confidential Restricted 1.4POWER AND HVAC AC power expansion will be required to simultaneously support the existing SMARTNET infrastructure and the ASTRO 25 infrastructure. Table 7 summarizes circuit expansion proposed herein. The 120 VAC circuits that currently power the existing Gold Elite console positions will be re-used for the MCC 7500 console positions. The NETCOM dispatch center does not have an existing UPS. NETCOM will be required to obtain approval from the Tarrant County 911 Authority to add the required circuits identified in Table 1-6. Circuit panel expansion or adding a UPS is indicated below with a [ ] on a per site basis. Table 1-6:Electrical Expansion Summary 120 VAC Circuit, Circuit Panel UPS 20 AmpereExpansion Grapevine Water Tank17n/a Euless RF Tower17n/a Colleyville RF Tower25n/a Grapevine Dispatch4n/an/a NETCOM Dispatch3n/an/a Euless Dispatch8 Bedford Dispatch7 A summary of AC power and heat loading for each dispatch center is shown below in Table 1-7,Table 1-8,Table 1-9 and Table 1-10. Table 1-7:Keller PSAP Power and Heat Loading Summary EQUIPMENT LABELQtyExtended BTUExtended AC Amps CCGW 012 2680.8 CPU OP 016972025.8 GCP 8000 011 6151.6 LOG RCRDR 01111254 MONITOR 016 1624.8 NM CLIENT 01116204.3 NM/DISP GTWY 012 2680.8 NM/DISP LANSW 0121060.2 SDM BASIC 011 300.1 VPM 01615364.2 DESKTOP CONSOLETTE2 1002.3 TOTAL1545046.6 March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-21 Motorola Solutions Confidential RestrictedSystem Description Table 1-8:Euless PSAP Power and Heat Loading Summary EQUIPMENT LABELQtyExtended BTUExtended AC Amps CCGW 0122680.8 CPU OP 014648017.2 GCP 8000 0116151.6 LOG RCRDR 011 11254 MONITOR 014 1083.2 NM CLIENT 011 16204.3 NM/DISP GTWY 012 2680.8 NM/DISP LANSW 012 1060.2 SDM BASIC 011 300.1 VPM 014 10242.8 TOTAL1164435.0 Table 1-9:Euless PSAP Power and Heat Loading Summary EQUIPMENT LABELQtyExtended BTUExtended AC Amps CCGW 0122680.8 CPU OP 013 486012.9 GCP 8000 0116151.6 LOG RCRDR 011 11254 MONITOR 013812.4 NM CLIENT 011 16204.3 NM/DISP GTWY 0122680.8 NM/DISP LANSW 012 1060.2 SDM BASIC 011300.1 VPM 013 7682.1 DESKTOP CONSOLETTE1501.15 TOTAL 974129.2 Table 1-10:Grapevine PSAP Power and Heat Loading Summary EQUIPMENT LABELQtyExtended BTUExtended AC Amps CCGW 0134021.2 CPU OP 015 810021.5 GCP 8000 0116151.6 LOG RCRDR 011 11254 MONITOR 0151354 NM CLIENT 011 16204.3 NM/DISP GTWY 0122680.8 NM/DISP LANSW 012 1060.2 SDM BASIC 011300.1 VPM 015 12803.5 TOTAL1368141.2 Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-22 System DescriptionMotorola Solutions Confidential Restricted 1.5SYSTEM CUTOVER Motorola understands that the migration from the existing system to the new system is a major event for all NETCO agencies. In order to facilitate a transparent migration for NETCO’s public safety users and their critical communications, Motorola has developed a high level migration plan. This plan leverages existing NETCO subscriber radios that can be reprogrammed to operate on the new ASTRO 25 system. Motorola will work closely with NETCO to finalize the migration plan and ensure that critical communications are maintained during this transition. Motorola has migrated many existing SMARTNET systems to ASTRO 25 systems, and is confident that we can facilitate a smooth and seamless system migration for NETCO. Note that the migration plan captures the scope and plan for the cutover. Any specific radio types, configurations, quantities and flash upgrades are not addressed here. See the Subscribers section for a detailed listing quantities, types and flash upgrades included with this proposal. Migration Plan Outline 1.Proposed Microwave system is installed, optimized and tested. 2.T1 connectivity from each PSAP to the ASTRO 25 core is installed, tested and operational. Temporary T1’s are installed, tested and operational. 3.Proposed simulcast system is implemented, optimized and tested in parallel with existing system remaining in operation. New dispatch consoles are installed at each dispatch location. Motorola will work with the NETCO to determine the exact number of new dispatch positions required for system cut-over at each location. 4.Motorola understands that the majority of NETCO’s radios are Project 25 Phase 1 capable. These radios, both portable and mobiles,will be flash upgraded and reprogrammed with the new system fleet-map and system information. Mobile radios that are NOT Project25 capable and are currently in use will be replaced with new Project 25 mobiles and will be programmed with both the existing and new system information. The existing radio programming remains in these radios so that at the time of cutover these radios can operate on the new system by means of a mode change on the radio. 5.Additionally, Motorola anticipates that any subscriber that is NOT Project 25 Portable radios that are NOT Project 25 capable and currently in use will be replaced with new Project 25 radios. The new Project 25 portable radios will be programmed and distributed for use beginning on the day of cutover. 6.A pre-determined number of channels will be disabled on the existing system and enabled on the new system. At this same time, dispatch operations will cut-over to operate on the new system. Radio users with Project 25 operation will begin using the new system. Analog conventional channels, mutual aid channels and interoperability channels will be disconnected from the existing system and connected to the new system. nd touch programming. 7.SMARTNET fleet map data will be removed from the subscribers during the 2 8.A detailed impact timeline will be developed and agreed upon by all NETCO stakeholders prior to beginning the system migration. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-23 Motorola Solutions Confidential RestrictedSystem Description 1.6SYSTEM ACCEPTANCE Motorola will develop Acceptance Test Procedures (ATP) documents to provide an understanding of procedures used for testing the functionality and performance of the system. ATPs establish a framework for system acceptance. The tests will validate the functional performance of the system. Motorola will provide baseline ATPs, which will be reviewed as the basis for the final ATPs. Deviations from the baseline ATPs will be reviewed for feasibility and may represent a change in scope. ATPs will be finalized for the NETCO project as a part of the Design Review process. ATPs include the acceptance criteria to ensure the equipment operates in accordance with the specifications identified in the contract. Listed below is a sample list of test procedures that will be discussed during the DDR. Simulcast Trunking Infrastructure Talkgroup Call Multigroup Call Call Alert Emergency Alarm and Call Wide Area Recovery Over-the-Air Programming (OTAP) MOSCAD Fault Management Site Trunking MCC 7500 Console Sub-systems Call Alert Console Priority Emergency Alarm and Call Display Instant Recall Recorder Multi-select Operation Conventional Resource Call Talkgroup Call Talkgroup Patch Audio & Telephony Logging MOSCAD Fault Management 1.7INFRASTRUCTURE ARCHITECTURE 1.7.1ASTRO Simulcast This section describes the G-Series IP simulcast equipment and IP simulcast architecture. Note that the descriptions and diagrams used in this section are to provide details on how an ASTRO 25 IP simulcast system operates and describe the various interfaces and interconnections. Exact quantities shown may differ from those proposed. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-24 System DescriptionMotorola Solutions Confidential Restricted 1.7.1.1Simulcast Prime Site The prime site in an IP simulcast subsystem is responsible for handling communications between the zone controller at a zone control location and the rest of the IP simulcast subsystem. At the prime site, the site controller manages radio traffic assignments and data communications to the remote sites. The IP simulcast prime site interfaces with the zone controller location through the WAN infrastructure and acts as a control and audio center for the IP simulcast remote sites. The prime site can be geographically collocatedwith a simulcast remote site, or can be geographically distanced from the simulcast remote location. Similarly, one of the subsystem’s remote sites can be geographically collocatedwith the subsystem’s prime site. All the other remote sites are geographically distanced from the prime site and from each other.Figure 1-13depicts the general layout of the simulcast prime site. Figure 1-13:General Prime Site Block Diagram March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-25 Motorola Solutions Confidential RestrictedSystem Description 1.7.1.2Simulcast Remote Site The remote sites (Figure 1-14) simultaneously transmit identical information from each site to the end user radios in the field. The receivers at these sites receive the audio from the user radios, and pass the audio back to the prime site for voting. To ensure that the best audio from the simulcast receiver is processed, a voting comparator selects the best signal. Audio and the site control comes from the prime and zone control locations. The equipment at a simulcast remote site includes simulcast base stations, fault management equipment, and networking equipment to interface to the prime site. Figure 1-14:General Simulcast Remote Site Block Diagram 1.7.1.2.1RF Site Components The following components are elements of ASTRO simulcast sites. GCP 8000 Site Controller The GCP 8000 Site Controller (GCP 8000) is the control interface between the transmitter/receiver subsystem at the site and the zone controller at the zone control location. The GCP 8000 Site Controller is comprised of redundant site controller modules; one site controller module acts as the active module, and the second module as standby. The redundancy minimizes the possibility of a single point of failure at the site. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-26 System DescriptionMotorola Solutions Confidential Restricted The GCP 8000 provides the following functions at both repeater and simulcast sites: Manages the channels to maximize throughputand channel availability. Provides call processing for individual sites. Administers registration and context activation requests. Monitors base stations and RF distribution equipment and interacts with the MOSCAD site device manager to facilitate centralized alarm and control monitoring. Deployed in two separate chassis to prevent single point failures. Provides redundant site control. Enables redundant site link routing for patch redundancy. Additionally, the GCP 8000 provides the following functions at each simulcast site: Provides IP simulcast capability, enabling true end-to-end IP connectivity in a simulcast configuration. In the event the primary site reference fails, the GCP 8000 provides a time and frequency reference signal to the base stations maximizing frequency stability and allowing for further site separation in a simulcast configuration. Figure 1-15 is a picture of the GCP 8000 with the front cover removed. Figure 1-15:GCP 8000 Site Controller, Front View with the Fan Removed Frequency Reference The TRAK 9100 Simulcast Site Reference is a GPS-based frequency and time reference. The TRAK frequency reference provides the simulcast system with 1 PPS (Pulse per Second), 5 MPPS, and 1 PPS + 5 MPPS composite signals. These signals are used to synchronize the transmission of a simulcast system to improve overall performance and coverage. This unit provides a high level of redundancy, including redundant GPS receivers, backup rubidium standard, and redundant power supplies. GCM 8000 Comparator The GCM 8000 Comparator, shown in Figure 1-16is typically located at the simulcast prime site. It ensures the broadcast of the best possible voice signal by combining the best parts of a single signal that has been received by multiple sites in a simulcast system. The comparator features a state-of-the-art digital voting methodology: Frame Diversity Reception. The comparator selects the data frame or signals with the lowest BER and forwards it. By using the best pieces of each input signal, the result is the best possible composite signal. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-27 Motorola Solutions Confidential RestrictedSystem Description The GCM 8000 provides the following functions: Available in standalone configuration with one or two channels per chassis. Occupies only three rack units of space for up to two channels. Supports up to 15 simulcast sub-sites. Supports IP simulcast operation only. AUX Power is shared between chassis. Figure 1-16:GCM 8000 Comparator, Front View GTR 8000 Base Station The GTR 8000 Base Station, shown in Figure 1-17is typically located at ASTRO 25 repeater and simulcast remote sites. Its benefits include: Software-definable station allows for flexibilityin implementation for TDMA, FDMA, Multi-site configuration, simulcast configuration, or HPD configuration. A common hardware platform requires fewer Field Replaceable Units (FRU). Innovative design allows for upgrades within systems via hardware and/or software to avoid total infrastructure replacement. Modular, front access design and minimized cabling reduces install and service labor. Figure 1-17:GTR Base Station Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-28 System DescriptionMotorola Solutions Confidential Restricted GTR 8000 Expandable Site Sub-System The GTR 8000 ESS enclosure (Figure 1-18) can contain reconfigured GTR 8000 base stations, site LAN switches, and GCP 8000 controllers, along with an optional Radio Frequency Distribution System (RFDS), depending on your configuration needs. Voice traffic is routed from each of the site base stations to the system for distribution all sites associated with the call. Benefits of the ESS include: Integrated design provides a smaller footprint at the site. Front/top access design and minimized cabling reduces install and service labor. Increased power supply redundancy through common power bus. Figure 1-18:General GTR ESS Front View March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-29 Motorola Solutions Confidential RestrictedSystem Description Site Gateways In the RF site subsystem of an ASTRO 25 system, site gateways perform three functions: they convert Ethernet to the selected transport medium; they prioritize packets which are leaving the site; and they fragment large IP packets according to industry standards. There are three types of gateways used in an ASTRO 25 RF site subsystem: Prime to Zone Control Location Gateway - Routes network management traffic between the remote sites and the prime site LAN. Prime to Remote Site Access Gateway - Connects remote sites to Prime site LAN, carries remote site audio to the prime site, voted audio to the remote sites, and transmits network management data to the zone control location. Remote Site Gateway - Handles all IP Network management traffic between the zone control location and the simulcast remote site or repeater site. LAN Switches The LAN switch at a site provides a LAN interface for site equipment and a LAN port for the site gateway. There are two types of LAN switches used in an ASTRO 25 RF site subsystem: Prime Site LAN Switch - Provides a LAN between the comparators, redundant site controllers, and prime site gateway. Each simulcast site controller is connected to a separate switch. Through the switch, the service technicians gain access to service the site, and also access the system’s Graphical User Interface. Remote Site LAN Switch - Distributes network management traffic to the base stations and MOSCAD unit. 1.7.2MCC 7500 Console System The Motorola MCC 7500 Dispatch Console is Motorola’s mission critical IP high-tier radio dispatch console system. The MCC 7500 Dispatch Console features an intuitive, easy-to-use Graphical User Interface (GUI) that runs under a Microsoft Windows® operating system, utilizing the industry standard PC platform. MCC 7500’s highly recognizable icons are designed to reduce user training time, and allow dispatchers to manage information more productively. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-30 System DescriptionMotorola Solutions Confidential Restricted 1.7.2.1Features and Benefits Designed for effective, flexible dispatch communications, the MCC 7500 Dispatch Console provides a range of valuable features: 25 trunking systems. Seamless integration with ASTRO® IP Network – The MCC 7500 supports the IP protocols of the ASTRO 25 system's transport network. End-to-End Encryption – Encryption and decryption occurs in the dispatch consoles, allowing true end-to- end encryption in the radio system. Centralized System Management – The MCC 7500 console system is configured and managed by the ASTRO 25 system’s configuration manager, fault manager, and performance reporting applications. User Friendly – MCC 7500’s environment features the familiar standards used by other Windows programs worldwide. Screen layout, menus, and icons are easy to understand and quickly recognizable by users. Each dispatcher’s configuration can be customized via the Elite Admin application. Elite Dispatch GUI uses a simple point-and-click response. The dispatcher has the choice of using a mouse, trackball, or optional touchscreen, and the keyboard is not required for day-to-day operations. Agency Partitioning – Allows multiple agencies to use a common system while maintaining control over their console resources. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-31 Motorola Solutions Confidential RestrictedSystem Description 1.7.2.2Architecture There are two software programs that comprise the MCC 7500 - the Elite Dispatch graphical user interface (the dispatching software used to operate the dispatch position) and the Elite Admin application (the administrative software used to define the layout of the Elite dispatch screens). There are three main components of a Motorola MCC 7500 system (Figure 1-19): Dispatch Console Archiving Interface Server Conventional Channel Gateway Various combinations of these components are connected together and to the rest of the ASTRO 25 system via console site routers and switches on an IP network. Figure 1-19:General MCC 7500 Console System Diagram, VPM-Based Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-32 System DescriptionMotorola Solutions Confidential Restricted 1.7.2.3Elite Dispatch Graphical User Interface The Motorola MCC 7500 dispatch console uses the Elite Dispatch graphical user interface (GUI) for displaying information to and accepting commands from the dispatcher. The Elite Dispatch GUI is efficient, easy to use, and intuitive, having been refined and proven through years of use in public safety dispatch centers around the world. An example of the Elite Dispatch GUI is shown in Figure 1-20. Figure 1-20:Elite Dispatch GUI The Elite Dispatch GUI is based on Microsoft Windows GUI programming standards and contains many controls, displays, and features which are familiar to anyone who has used Windows-based applications. These features are described in greater detail in the following sections. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 1-33 Motorola Solutions Confidential RestrictedSystem Description This page intentionally left blank. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas tothe restrictions on the section cover page. 1-34 System DescriptionMotorola Solutions Confidential Restricted SECTION 2 EQUIPMENT LIST 2.1ASTRO INFRASTRUCTURE 1 SQM01SUM0200MASTER SITE UPGRADE MODEL 1 CA00996AJADD: NM/ZC LICENSE KEY 7.11 1 CA00997AJADD: UCS LICENSE KEY 7.11 3 CA01209ABENH: ASTRO 25 IV&D SITE 1 CA01225ABENH: MCC 7500 CONSOLE LICENSES (QTY 2 CA01225ABENH: MCC 7500 CONSOLE LICENSES (QTY 1 CA01225ABENH: MCC 7500 CONSOLE LICENSES (QTY 1 CA01225ABENH: MCC 7500 CONSOLE LICENSES (QTY 8 CA01316AAADD: UNC ADDTL DEVICE LIC (QTY 10) 1 Z802AFENH: USER CONFIGURATION MANAGER (UCM) 1 Z802AFENH: USER CONFIGURATION MANAGER (UCM) 1 Z802AFENH: USER CONFIGURATION MANAGER (UCM) 1 Z802AFENH: USER CONFIGURATION MANAGER (UCM) 1 SQM01SUM0189SRC7500 SWG ROUTING CENTER 1 CA01346AAADD: QTY 1 PAIR CORE ROUTERS CWR 1 DSCPX1101986SPD, RJ-45 CONNECTED (16) LINE T1/E 1 T7321GCM 8000 COMPARATOR 2 CA01183AAADD: GCM 8000 COMPARATOR 2 CA01185AAADD: IP BASED MULTISITE OPERATION 1 X153AWADD: RACK MOUNT HARDWARE 1 T7321GCM 8000 COMPARATOR 2 CA01183AAADD: GCM 8000 COMPARATOR 2 CA01185AAADD: IP BASED MULTISITE OPERATION 1 X153AWADD: RACK MOUNT HARDWARE 1 T7321GCM 8000 COMPARATOR 2 CA01183AAADD: GCM 8000 COMPARATOR 2 CA01185AAADD: IP BASED MULTISITEOPERATION 1 X153AWADD: RACK MOUNT HARDWARE 1 T7321GCM 8000 COMPARATOR 2 CA01183AAADD: GCM 8000 COMPARATOR 2 CA01185AAADD: IP BASED MULTISITE OPERATION 1 X153AWADD: RACK MOUNT HARDWARE March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-1 Motorola Solutions Confidential RestrictedEquipment List 1 T7321GCM 8000 COMPARATOR 2 CA01183AAADD: GCM 8000 COMPARATOR 2 CA01185AAADD: IP BASED MULTISITE OPERATION 1 X153AWADD: RACK MOUNT HARDWARE 1 T7038GCP 8000 SITE CONTROLLER 1 CA00303AAADD: QTY (1) SITE CONTROLLER 1 CA01194AAADD: IP BASED MULTISITE SITE CONTRO 1 X153AWADD: RACK MOUNT HARDWARE 1 T7038GCP 8000 SITE CONTROLLER 1 CA00303AAADD: QTY (1) SITE CONTROLLER 1 CA01194AAADD: IP BASED MULTISITE SITE CONTRO 1 X153AWADD: RACK MOUNT HARDWARE 1 DSTRAK91008PRIME/MASTER SITE CONFIG AC POWER 2 DSTRAK91061FOUR PORT DDM 50L1700CABLE: 1/4"SUPERFLEX POLY JKT PER 4 DDN97691/4" TYPE N MALE CONNECTOR FOR FSJ1 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 ST6202SRC 24 PORT T1/E1EXP II 1 T7380CO-OP WAN ROUTER RELAYPANEL 4 TT2208HP PROCURVE SWITCH FOR HIGH AVAILAB 2 TT2250REDUNDANT/EXTERNAL POWER SUPPLY FOR 2 TRN7343SEVEN AND A HALF FOOT RACK 1 DSCPX1101986SPD, RJ-45 CONNECTED (16) LINE T1/E 2 DSOP820BPDU, 120V HARDWIRE (8) 20A OUTLET P 2 DS1101378RACK MT ADAPTER PLATE, 19 IN FOR DS 3 DSRMP420BSPD, TYPE 3, 120V RACK MOUNT, 20A S 1 DSAPEXIMAX808MMSPD, TYPE 2, 120/240VAC, 1-PHASE, NEMA 4X ENCLOSURE, MOV 1 DSTRAK91061FOUR PORT DDM 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 CLN18362610-24 ETHERNET SWITCH 1 DLN6566FRU: PA, 700/800 G-SERIES 1 DLN6567FRU: PA, 700/800 G-SERIES 1 DLN6569FRU: GCP 8000/GCM 8000 1 DLN6568BFRU: SUMMIT PS 700/800 MHZ 1 DLN6677FRU: G-SERIES XHUB Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-2 Equipment ListMotorola Solutions Confidential Restricted 1 DLN6455RCONFIGURATION/SERVICE SOFTWARE 1 DSTRAK91008 PRIME/MASTER SITE CONFIG AC POWER 2 SQM01SUM0205GGM 8000 GATEWAY 2 CA01616AAADD: AC POWER 1 SQM01SUM7054GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00855AAADD: 700/800 MHZ MID POWER 1 X304AEADD: QTY (4) GTR 8000 BASE RADIOS 4 CA01193AAADD: IP BASED MULTISITE BASE RADIO 1 CA00862AAADD: SITE & CABINET RMC W/CAPABILIT 1 CA00879AAADD: PRIMARY 6 PORT CAVITY COMBINER 1 CA00883AAADD: 800 MHZ TX FILTER W/PMU 2 CA01536AAADD: GPB 8000 REFERENCE DIST MODULE 2 CA01537AAADD: REFERENCE DISTRIBUTION SOFTWAR 1 X882AHADD: 7.5 FT OPEN RACK, 48RU 2 DS0900382701GPS TIMING ANTENNA/RECEIVER 2 DS58534AAUBMOUNTING KIT FOR 090-03827-01 , GPS 2 DSIX2L1M1DC48IGHPD GPS SURGE PROTECTOR 48VDC 2 DS30C87465CO1125' OUTDOOR UV PROTECTED CABLE 6 P 1 SQM01SUM7054GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00855AAADD: 700/800 MHZ MID POWER 1 X305ACADD: QTY (5) GTR 8000 BASE RADIOS 5 CA01193AAADD: IP BASED MULTISITE BASE RADIO 1 CA00877AAADD: CABINET RMC FOR EXPANSION RACK 1 CA00880AAADD: EXPANSION 6 PORT CAVITY COMBIN 1 CA01058AAADD: 700/800 PHASING HARNESS 2 CA00885AAADD: HIGH AVAILABILITY XHUB 1 X882AHADD: 7.5 FT OPEN RACK, 48RU 2 DSTSJ100BTSPD, RJ-48 CONNECTED FOR T1/E1, 10/ 2 DSTSJADPRACK MOUNT GROUND BAR, 19 IN FOR TS 1 DS428B83H01C110CMU, TTA 110V, 792-824 MHZ 1 DS428B83H01TTTA, COMPACT AUTO QUAD, 792-824 MHZ 1 DLN6455RCONFIGURATION/SERVICE SOFTWARE 1 DLN6781FRU POWER SUPPLY 1 DLN6566FRU: PA, 700/800 G-SERIES 1 DLN6567FRU: PA, 700/800 G-SERIES 1 DLN6569FRU: GCP 8000/GCM 8000 1 DLN6677FRU: G-SERIES XHUB 1 DS0900382701GPS TIMING ANTENNA/RECEIVER 3 SQM01SUM0205GGM 8000 GATEWAY March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-3 Motorola Solutions Confidential RestrictedEquipment List 3 CA01616AAADD: AC POWER 3 CA01618AAADD: CONV CHAN GATEWAY 1 DSJPM906AR4GIGABASE CAT5E PATCH PANELS, UNIVER 1 F4544SITE MANAGER ADVANCED 1 V266ADD: 90VAC TO 260VAC PS TO SM 1 VA00221SDM3000 ASTRO F/W FOR A7.11 1 F4528GMC_PER_DEVICE_SW_LICENSES 1 V809GMC_SW_LIC_PER_NFM-RTU_I-O 9 VA00310GMC_SW_LIC_PER_GCM8000_COMP 2 V206GMC_SW_LIC_PER_GCP8000_MS_CONTR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 F2463RTU_PER_DEVICE_SW_LICENSES 1 V839RTU_SW_LIC_PER_NFM-RTU_I-O 9 V835RTU_SW_LIC_PER_GCM8000_COMP 2 VA00325RTU_SW_LIC_PER_GCP8000_MS_CONTR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 F4544SITE MANAGER ADVANCED 1 V266ADD: 90VAC TO 260VAC PS TO SM 1 VA00221SDM3000 ASTRO F/W FOR A7.11 1 F4528GMC_PER_DEVICE_SW_LICENSES 1 V809GMC_SW_LIC_PER_NFM-RTU_I-O 9 V843GMC_SW_LIC_PER_GTR8000_MS_BR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 F2463RTU_PER_DEVICE_SW_LICENSES 1 V839RTU_SW_LIC_PER_NFM-RTU_I-O 9 VA00312RTU_SW_LIC_PER_GTR8000_MS_BR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 DSSC412HF2LDFE576511.5 DBD G 25% NULL F, 746-869 25 K 15L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 1 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 1 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 5 TDN9289CABLE WRAP WEATHERPROOFING 5 L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 2 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 350L3323CABLE: 7/8" AVA HELIAX POLY JKT PER 2 DDN94987/8" TYPE N FEMALE POSITIVE STOP C 10DSSG7806B2AGROUNDING KIT FOR 7/8 IN COAXIAL CA 3 DSL5SGRIP7/8" SUPPORT HOIST GRIP 350L1705CABLE: 1/2" LDF HELIAX POLY JKT PE Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-4 Equipment ListMotorola Solutions Confidential Restricted 1 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 1 DDN1089TYPE N FEMALE PS FOR 1/2 IN LDF4-50 10DSSG1206B2A1/2" SURE GROUND GROUNDING KIT 3 DSL4SGRIPSUPPORT HOIST GRIP 1/2" LDF 2 DS1090501WARF LIGHTNING SUPPRESSOR 700-1000MHZ 1 DS1090501WARF LIGHTNING SUPPRESSOR 700-1000MHZ 200L1700CABLE: 1/4" SUPERFLEX POLY JKT PER 5 DDN97691/4" TYPE N MALE CONNECTOR FOR FSJ1 200L1702CABLE: 1/2" SUPERFLEX POLY JKT PER 5 CDN65791/2" TYPE N MALE PLATED CONNECTOR 1 DSSC412HF2LDFE576511.5 DBD G 25% NULL F, 746-869 25 K 15L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 2 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 2 TDN9289CABLE WRAP WEATHERPROOFING 330L3405CABLE: 1 5/8" AVA HELIAX POLY JKT P 2 DDN93831-5/8" 7-16 DIN FEMALE POSITIVE ST 10DSSG15806B2A1-5/8" SUREGROUND GROUNDING 3 DSL7SGRIP1-5/8" SUPPORT HOIST GRIP 1 DSDSXLDMABFPCS MICRO FILTER PROTECTOR 700MHZ-2 1 DSGSAKITDGROUND STRAP KIT - DIN 200L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 5 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 5 DSL4DRPS1/2" 7-16 DIN MALE RIGHT ANGLE C 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 SQM01SUM7054GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00855AAADD: 700/800 MHZ MID POWER 1 X304AEADD: QTY (4) GTR 8000 BASE RADIOS 4 CA01193AAADD: IP BASED MULTISITE BASE RADIO 1 CA00862AAADD: SITE & CABINET RMC W/CAPABILIT 1 CA00879AAADD: PRIMARY 6 PORT CAVITY COMBINER 1 CA00883AAADD: 800 MHZ TX FILTER W/PMU 2 CA01536AAADD: GPB 8000 REFERENCE DIST MODULE 2 CA01537AAADD: REFERENCE DISTRIBUTION SOFTWAR 1 X882AHADD: 7.5 FT OPEN RACK, 48RU 2 DS0900382701GPS TIMING ANTENNA/RECEIVER 2 DS58534AAUBMOUNTING KIT FOR 090-03827-01 , GPS March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-5 Motorola Solutions Confidential RestrictedEquipment List 2 DSIX2L1M1DC48IGHPD GPS SURGE PROTECTOR 48VDC 2 DS30C87465CO1125' OUTDOOR UV PROTECTED CABLE 6 P 1 SQM01SUM7054GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00855AAADD: 700/800 MHZ MID POWER 1 X305ACADD: QTY (5) GTR 8000 BASE RADIOS 5 CA01193AAADD: IP BASED MULTISITE BASE RADIO 1 CA00877AAADD: CABINET RMC FOR EXPANSION RACK 1 CA00880AAADD: EXPANSION 6 PORT CAVITY COMBIN 1 CA01058AAADD: 700/800 PHASING HARNESS 2 CA00885AAADD: HIGH AVAILABILITY XHUB 1 X882AHADD: 7.5 FT OPEN RACK, 48RU 1 TRN7343SEVEN AND A HALF FOOT RACK 1 DSAPEXIMAX808MMSPD, TYPE 2, 120/240VAC, 1-PHASE, NEMA 4X ENCLOSURE, MOV 1 DSOP820BPDU, 120V HARDWIRE (8) 20A OUTLET P 1 DS1101378RACK MT ADAPTER PLATE, 19 IN FOR DS 2 DSRMP420BSPD, TYPE 3, 120V RACK MOUNT, 20A S 2 DSTSJ100BTSPD, RJ-48 CONNECTED FOR T1/E1, 10/ 2 DSTSJADPRACK MOUNT GROUND BAR, 19 IN FOR TS 1 DS428B83H01C110CMU, TTA 110V, 792-824 MHZ 1 DS428B83H01TTTA, COMPACT AUTO QUAD, 792-824 MHZ 1 DSJPM906AR4GIGABASE CAT5E PATCH PANELS, UNIVER 1 F4544SITE MANAGER ADVANCED 1 V266ADD: 90VAC TO 260VAC PS TO SM 1 VA00221SDM3000 ASTRO F/W FOR A7.11 3 V592AAD TERM BLCK & CONN WI 1 F4528GMC_PER_DEVICE_SW_LICENSES 1 V809GMC_SW_LIC_PER_NFM-RTU_I-O 9 V843GMC_SW_LIC_PER_GTR8000_MS_BR 4 V206GMC_SW_LIC_PER_GCP8000_MS_CONTR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 F2463RTU_PER_DEVICE_SW_LICENSES 1 V839RTU_SW_LIC_PER_NFM-RTU_I-O 9 VA00312RTU_SW_LIC_PER_GTR8000_MS_BR 4 VA00325RTU_SW_LIC_PER_GCP8000_MS_CONTR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 DSSC412HF2LDFE576511.5 DBD G 25% NULL F, 746-869 25 K 15L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 1 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 1 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-6 Equipment ListMotorola Solutions Confidential Restricted 5 TDN9289CABLE WRAP WEATHERPROOFING 5 L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 2 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 475L3323CABLE: 7/8" AVA HELIAX POLY JKT PER 2 DDN94987/8" TYPE N FEMALE POSITIVE STOP C 10DSSG7806B2AGROUNDING KIT FOR 7/8 IN COAXIAL CA 3 DSL5SGRIP7/8" SUPPORT HOIST GRIP 475L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 1 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 1 DDN1089TYPE N FEMALE PS FOR 1/2 IN LDF4-50 10DSSG1206B2A1/2" SURE GROUND GROUNDING KIT 3 DSL4SGRIPSUPPORT HOIST GRIP 1/2" LDF 2 DS1090501WARF LIGHTNING SUPPRESSOR 700-1000MHZ 1 DS1090501WARF LIGHTNING SUPPRESSOR 700-1000MHZ 200L1700CABLE: 1/4" SUPERFLEX POLY JKT PER 5 DDN97691/4" TYPE N MALE CONNECTOR FOR FSJ1 200L1702CABLE: 1/2" SUPERFLEX POLY JKT PER 5 CDN65791/2" TYPEN MALE PLATED CONNECTOR 1 DSSC412HF2LDFE576511.5 DBD G 25% NULL F, 746-869 25 K 15L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 2 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 2 TDN9289CABLE WRAP WEATHERPROOFING 450L3405CABLE: 1 5/8" AVA HELIAX POLY JKT P 2 DDN93831-5/8" 7-16 DIN FEMALE POSITIVE ST 10DSSG15806B2A1-5/8" SUREGROUND GROUNDING 3 DSL7SGRIP1-5/8" SUPPORT HOIST GRIP 1 DSDSXLDMABFPCS MICRO FILTER PROTECTOR 700MHZ-2 1 DSGSAKITDGROUND STRAP KIT - DIN 200L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 5 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 5 DSL4DRPS1/2" 7-16 DIN MALE RIGHT ANGLE C 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 SQM01SUM0205GGM 8000 GATEWAY 1 CA01616AAADD: AC POWER 1 SQM01SUM7054GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00855AAADD: 700/800 MHZ MID POWER 1 X304AEADD: QTY (4) GTR 8000 BASE RADIOS 4 CA01193AAADD: IP BASED MULTISITE BASE RADIO March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-7 Motorola Solutions Confidential RestrictedEquipment List 1 CA00862AAADD: SITE & CABINET RMC W/CAPABILIT 1 CA00879AAADD: PRIMARY 6 PORT CAVITY COMBINER 1 CA00883AAADD: 800 MHZ TX FILTER W/PMU 2 CA01536AAADD: GPB 8000 REFERENCE DIST MODULE 2 CA01537AAADD: REFERENCE DISTRIBUTION SOFTWAR 1 X882AHADD: 7.5 FT OPEN RACK, 48RU 2 DS0900382701GPS TIMING ANTENNA/RECEIVER 2 DS58534AAUBMOUNTING KIT FOR 090-03827-01 , GPS 2 DSIX2L1M1DC48IGHPD GPS SURGE PROTECTOR 48VDC 2 DS30C87465CO1125' OUTDOOR UV PROTECTED CABLE 6 P 1 SQM01SUM7054GTR 8000 EXPANDABLE SITE SUBSYSTEM 1 CA00855AAADD: 700/800 MHZ MID POWER 1 X305ACADD: QTY (5) GTR 8000 BASE RADIOS 5 CA01193AAADD: IP BASED MULTISITE BASE RADIO 1 CA00877AAADD: CABINET RMC FOR EXPANSION RACK 1 CA00880AAADD: EXPANSION 6 PORT CAVITY COMBIN 1 CA01058AAADD: 700/800 PHASING HARNESS 2 CA00885AAADD: HIGH AVAILABILITY XHUB 1 X882AHADD: 7.5 FT OPEN RACK, 48RU 2 CA00884AAADD: QTY (1) XHUB 1 TRN7343SEVEN AND A HALF FOOT RACK 1 DSAPEXIMAX808MMSPD, TYPE 2, 120/240VAC, 1-PHASE, NEMA 4X ENCLOSURE, MOV 1 DSOP820BPDU, 120V HARDWIRE (8) 20A OUTLET P 1 DS1101378RACK MT ADAPTER PLATE, 19 IN FOR DS 2 DSRMP420BSPD, TYPE 3, 120V RACK MOUNT, 20A S 2 DSTSJ100BTSPD, RJ-48 CONNECTED FOR T1/E1, 10/ 2 DSTSJADPRACK MOUNT GROUND BAR, 19 IN FOR TS 1 DS428B83H01C110CMU, TTA 110V, 792-824 MHZ 1 DS428B83H01TTTA, COMPACT AUTO QUAD, 792-824 MHZ 1 DLN6455RCONFIGURATION/SERVICE SOFTWARE 1 DSJPM906AR4GIGABASE CAT5E PATCH PANELS, UNIVER 1 F4544SITE MANAGER ADVANCED 1 V266ADD: 90VAC TO 260VAC PS TO SM 1 VA00221SDM3000 ASTRO F/W FOR A7.11 3 V592AAD TERM BLCK & CONN WI 1 F4528GMC_PER_DEVICE_SW_LICENSES 1 V809GMC_SW_LIC_PER_NFM-RTU_I-O 9 V843GMC_SW_LIC_PER_GTR8000_MS_BR 4 V206GMC_SW_LIC_PER_GCP8000_MS_CONTR Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-8 Equipment ListMotorola Solutions Confidential Restricted 1 VA00300GMC_SW_LIC_PER_RFDS. 1 F2463RTU_PER_DEVICE_SW_LICENSES 1 V839RTU_SW_LIC_PER_NFM-RTU_I-O 9 VA00312RTU_SW_LIC_PER_GTR8000_MS_BR 4 VA00325RTU_SW_LIC_PER_GCP8000_MS_CONTR 1 VA00300GMC_SW_LIC_PER_RFDS. 1 DSSC412HF2LDFE576511.5 DBD G 25% NULL F, 746-869 25 K 15L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 1 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 1 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 5 TDN9289CABLE WRAP WEATHERPROOFING 5 L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 2 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 250L3323CABLE: 7/8" AVA HELIAX POLY JKT PER 2 DDN94987/8" TYPE N FEMALE POSITIVE STOP C 10DSSG7806B2AGROUNDING KIT FOR 7/8 IN COAXIAL CA 3 DSL5SGRIP7/8" SUPPORT HOIST GRIP 250L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 1 DDN1088TYPE N MALE PS FOR 1/2 IN LDF4-50A 1 DDN1089TYPE N FEMALE PS FOR 1/2 IN LDF4-50 10DSSG1206B2A1/2" SURE GROUND GROUNDING KIT 3 DSL4SGRIPSUPPORT HOIST GRIP 1/2" LDF 2 DS1090501WARF LIGHTNING SUPPRESSOR 700-1000MHZ 1 DS1090501WARF LIGHTNING SUPPRESSOR 700-1000MHZ 200L1700CABLE: 1/4" SUPERFLEX POLY JKT PER 5 DDN97691/4" TYPE N MALE CONNECTOR FOR FSJ1 200L1702CABLE: 1/2" SUPERFLEX POLY JKT PER 5 CDN65791/2" TYPE N MALE PLATED CONNECTOR 1 DSSC412HF2LDFE576511.5 DBD G 25% NULL F, 746-869 25 K 15L1705CABLE: 1/2" LDF HELIAX POLY JKT PE 2 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 2 TDN9289CABLE WRAP WEATHERPROOFING 250L3405CABLE: 1 5/8" AVA HELIAX POLY JKT P 2 DDN93831-5/8" 7-16 DIN FEMALE POSITIVE ST 10DSSG15806B2A1-5/8" SUREGROUND GROUNDING 3 DSL7SGRIP1-5/8" SUPPORT HOIST GRIP 1 DSDSXLDMABFPCS MICRO FILTER PROTECTOR 700MHZ-2 1 DSGSAKITDGROUND STRAP KIT - DIN 200L1705CABLE: 1/2" LDF HELIAX POLY JKT PE March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-9 Motorola Solutions Confidential RestrictedEquipment List 5 DDN10907-16 DIN MALE PS FOR 1/2 IN LDF4-50 5 DSL4DRPS1/2" 7-16 DIN MALE RIGHT ANGLE C 1 DVN4046MASTER SYSTEM KEY STARTER KIT 1 T7290ASTRO PRESENCE NOTIFIER APPLICATION 1 DDN1069DL360 G6 SERVER, HIGH TIER, WINDOWS 2008 OS 2 B1925MCC 7500 DISPATCH API SOFTWARE DEVELOPMENT KIT 1 DDN9590SSG140 FIREWALL W/ 2 YEARS SUPPORT 1 DDN9590SSG140 FIREWALL W/ 2 YEARS SUPPORT 1 DDN9590SSG140 FIREWALL W/ 2 YEARS SUPPORT 1 DDN9590SSG140 FIREWALL W/ 2 YEARS SUPPORT 2.2SUBSCRIBERS 1 L30URS9PW1 NAPX7500 SINGLE BAND 7/800 1 W382ADD: CONTROL STATION DESK GCAI MIC 1 G806ENH: ASTRO DIGITAL CAI OP APX 1 GA00244ADD: 7/800MHZ PRIMARY BAND 1 L999ADD: FULL FP W/05/KEYPAD/CLOCK/VU 1 CA01598ADD: AC LINE CORD US 1 G51ENH: SMARTZONE OPERATION APX 1 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE KEY 1 G361ADD: P25 TRUNKING SOFTWARE 1 G996ENH: OVER THE AIR PROVISIONING 1 W947ADD: RS232 PACKET DATA INTERFACE 1 G78ENH: 2 YR REPAIR SERVICE ADVANTAGE 1 T6997ANALOG SMARTNET PACKAGE 2 G808ENH: ASTRO DIGITAL CAI OPRN 2 G347ENH: SMARTZONE UPGRADE 2 G361ENH: ASTRO PROJECT 25 TRUNKING SOFTWARE 2 G996ALENH: OVER THE AIR PROVISIONING 2 W947APADD: RS232 INTERFACE PACKET DATA 1 T6992ANALOG 3600 TRUNKING XTS 2500 2 Q574AEENH: TRUNKING 9600 BAUD FLASHPORT 2 Q883ACENH: 3600/9600 INTEROPERITABILITY F 2 G996AMENH: OVER THE AIR PROVISIONING 2 Q947ANENH: PACKT DATA UPG FOR XTS PT 1 T7017ANALOG & DIGITAL 3600 TRUNKING XTS 12Q574AGENH: 9600 TRUNKING FLASHPORT Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-10 Equipment ListMotorola Solutions Confidential Restricted 12G996AGENH: OVER THE AIR PROVISIONING 12Q947AYENH: RADIO PACKET DATA 1 T6992ANALOG 3600 TRUNKING XTS 2500 14G996AMENH: OVER THE AIR PROVISIONING 14Q947ANENH: PACKT DATA UPG FOR XTS PT 1 T6748ANALOG SMARTNET 1 Q808AGENH: ASTRO DIGITAL CAI OPTION 1 Q947APENH: PACKET DATA FOR XTS5000 1 G996ANENH: OVER THE AIR PROVISIONING 1 Q361AMENH: PROJECT 25 9600 BAUD TRUNKING 1 Q327BFENH: UPGRADE SMARTNET TO SMARTZONE 4 M25URS9PW1 NAPX6500 7/800 MHZ MID POWER MOBILE 4 W22ADD: PALM MICROPHONE 4 G806ENH: ASTRO DIGITAL CAI OP APX 4 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE 4 G442ADD: APX O5 CONTROL HEAD 4 G444ADD: CONTROL HEAD SOFTWARE 4 B18ADD: AUXILARY SPKR 7.5 WATT 4 G174ADD: ANT3DB LOW-PROFILE 762-870 4 G361ADD: P25 TRUNKING SOFTWARE 4 G51ENH: SMARTZONE OPERATION APX6500 4 G996ENH: OVER THE AIR PROVISIONING 4 W947ADD: RS232 PACKET DATA INTERFACE 4 G67ADD: REMOTE MOUNT 4 G24ENH: 2 YEAR REPAIR SERVICE ADVANTAGE 1 M25URS9PW1 NAPX6500 7/800 MHZ MID POWER MOBILE 1 W22ADD: PALM MICROPHONE 1 G66ADD: DASH MOUNT 05 1 G806ENH: ASTRO DIGITAL CAI OP APX 1 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE 1 G442ADD: APX O5 CONTROL HEAD 1 G444ADD: CONTROL HEAD SOFTWARE 1 B18 ADD: AUXILARY SPKR 7.5 WATT 1 G174ADD: ANT 3DB LOW-PROFILE 762-870 1 G361ADD: P25 TRUNKING SOFTWARE 1 G51ENH: SMARTZONE OPERATION APX6500 1 G996ENH: OVER THE AIR PROVISIONING 1 W947ADD: RS232 PACKET DATA INTERFACE 1 G24ENH: 2 YEAR REPAIR SERVICE ADVANTAGE March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-11 Motorola Solutions Confidential RestrictedEquipment List 3 H98UCF9PW6 NAPX6000 700/800 MODEL 2.5 PORTABLE 3 Q806ADD: ASTRO DIGITAL CAI OPERATION 3 H38ADD: SMARTZONE OPERATION 3 Q361ADD: P25 9600 BAUD TRUNKING 3 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE KEY 3 G996ADD: PROGRAMMING OVER P25 (OTAP) 3 Q947ADD: RADIO PACKET DATA 3 H885BKENH: 2 YEAR REPAIR SERVICE ADVANTAGE 3 QA00582ALT: LITHIUM ION 4000MAH IMPRES FM 3 WPLN7080APX 7000 IMPRES CG SU APX7000 US/NA/CA/LA 3 HMN4104AIMPRES RSM DSPLY W JACK, W CHNL 1 T6748ANALOG SMARTNET 47Q808AGENH: ASTRO DIGITAL CAI OPTION 47Q947APENH: PACKET DATA FOR XTS5000 47G996ANENH: OVER THE AIR PROVISIONING 47Q361AMENH: PROJECT 25 9600 BAUD TRUNKING 47Q327BFENH: UPGRADE SMARTNET TO SMARTZONE 1 T6992ANALOG 3600 TRUNKING XTS 2500 1 Q574AEENH: TRUNKING 9600 BAUD FLASHPORT 1 Q883ACENH: 3600/9600 INTEROPERITABILITY F 1 G996AMENH: OVER THE AIR PROVISIONING 1 Q947ANENH: PACKT DATA UPG FOR XTS PT 1 T6997ANALOG SMARTNET PACKAGE 8 G808ENH: ASTRO DIGITAL CAI OPRN 8 G347ENH: SMARTZONE UPGRADE 8 G361ENH: ASTRO PROJECT 25 TRUNKING SOFT 8 G996ALENH: OVER THE AIR PROVISIONING 8 W947APADD: RS232 INTERFACE PACKET DATA 1 T7246ANALOG SMARTZONE 5 G808ENH: ASTRO DIGITAL CAI OPRN 5 G347ENH: SMARTZONE UPGRADE 5 G361AGENH: PROJECT 25 9600 BAUD TRUNKING 5 G996AKENH: OVER THE AIR PROGRAMMING 5 W947APADD: RS232 INTERFACE PACKET DATA 5 QA00277AAENH: REBAND UPGRADE XTL2500 1 T7552DIGITAL SMARTNET 3 Q361APENH: P25 9600 BAUD TRUNKING 3 G996ATADD: PROGRAMMING OVER P25 (OTAP) 3 Q947BBENH: RADIO PACKET DATA Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-12 Equipment ListMotorola Solutions Confidential Restricted 3 Q327BJENH: UPGRADE SMARTNET TO SMARTZONE 1 H98UCF9PW6 NAPX6000 700/800 MODEL 2.5 PORTABLE 1 Q806ADD: ASTRO DIGITAL CAI OPERATION 1 H38ADD: SMARTZONE OPERATION 1 Q361ADD: P25 9600 BAUD TRUNKING 1 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE 1 G996ADD: PROGRAMMING OVER P25 (OTAP) 1 Q947ADD: RADIO PACKET DATA 1 H885BKENH: 2 YEAR REPAIR SERVICE ADVANTAGE 1 WPLN7080APX 7000 IMPRES CG SU APX7000 US/NA 1 T6748ANALOG SMARTNET 7 Q808AGENH: ASTRO DIGITAL CAI OPTION 7 Q947APENH: PACKET DATA FOR XTS5000 7 G996ANENH: OVER THE AIR PROVISIONING 7 Q361AMENH: PROJECT 25 9600 BAUD TRUNKING 7 Q327BFENH: UPGRADE SMARTNET TO SMARTZONE 1 T6751DIGITAL SMARTZONE 83Q947APENH: PACKET DATA FOR XTS5000 83G996ANENH: OVER THE AIR PROVISIONING 1 T6992ANALOG 3600 TRUNKING XTS 2500 2 Q574AEENH: TRUNKING 9600 BAUD FLASHPORT 2 Q883ACENH: 3600/9600 INTEROPERITABILITY F 2 G996AMENH: OVER THE AIR PROVISIONING 2 Q947ANENH: PACKT DATA UPG FOR XTS PT 3 M25URS9PW1 NAPX6500 7/800 MHZ MID POWER MOBILE 3 W22ADD: PALM MICROPHONE 3 G66ADD: DASH MOUNT 05 3 G806ENH: ASTRO DIGITAL CAI OP APX 3 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE 3 G442ADD: APX O5 CONTROL HEAD 3 G444ADD: CONTROL HEAD SOFTWARE 3 B18ADD: AUXILARY SPKR 7.5 WATT 3 G174ADD: ANT 3DB LOW-PROFILE 762-870 3 G361ADD: P25 TRUNKING SOFTWARE 3 G51ENH: SMARTZONE OPERATION APX6500 3 G996ENH: OVER THE AIR PROVISIONING 3 W947ADD: RS232 PACKET DATA INTERFACE 3 G24ENH: 2 YEAR REPAIR SERVICE ADVANTAGE 1 T6992ANALOG 3600 TRUNKING XTS 2500 March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-13 Motorola Solutions Confidential RestrictedEquipment List 3 Q574AEENH: TRUNKING 9600 BAUD FLASHPORT 3 Q883ACENH: 3600/9600 INTEROPERITABILITY F 3 G996AMENH: OVER THE AIR PROVISIONING 3 Q947ANENH: PACKT DATA UPG FOR XTS PT 1 T7246ANALOG SMARTZONE 7 G808ENH: ASTRO DIGITAL CAI OPRN 7 G347ENH: SMARTZONE UPGRADE 7 G361AGENH: PROJECT 25 9600 BAUD TRUNKING 7 G996AKENH: OVER THE AIR PROGRAMMING 7 W947APADD: RS232 INTERFACE PACKET DATA 1 T6992ANALOG 3600 TRUNKING XTS 2500 4 G996AMENH: OVER THE AIR PROVISIONING 4 Q947ANENH: PACKT DATA UPG FOR XTS PT 4 H98UCF9PW6 NAPX6000 700/800 MODEL 2.5 PORTABLE 4 Q806ADD: ASTRO DIGITAL CAI OPERATION 4 H38ADD: SMARTZONE OPERATION 4 Q361ADD: P25 9600 BAUD TRUNKING 4 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE 4 G996ADD: PROGRAMMING OVER P25 (OTAP) 4 Q947ADD: RADIO PACKET DATA 4 H885BKENH: 2 YEAR REPAIR SERVICE ADVANTAGE 2 M25URS9PW1 NAPX6500 7/800 MHZ MID POWER MOBILE 2 W22ADD: PALM MICROPHONE 2 G66ADD: DASH MOUNT 05 2 G806ENH: ASTRO DIGITAL CAI OP APX 2 QA01749ADD: ADVANCED SYSTEM KEY - SOFTWARE 2 G442ADD: APX O5 CONTROL HEAD 2 G444ADD: CONTROL HEAD SOFTWARE 2 B18ADD: AUXILARY SPKR 7.5 WATT 2 G174ADD: ANT 3DB LOW-PROFILE 762-870 2 G361ADD: P25 TRUNKING SOFTWARE 2 G51ENH: SMARTZONE OPERATION APX6500 2 G996ENH: OVER THE AIR PROVISIONING 2 W947ADD: RS232 PACKET DATA INTERFACE 2 G24ENH: 2 YEAR REPAIR SERVICE ADVANTAGE 1 T6992ANALOG 3600 TRUNKING XTS 2500 7 G996AMENH: OVER THE AIR PROVISIONING 7 Q947ANENH: PACKT DATA UPG FOR XTS PT 1 T7246ANALOG SMARTZONE Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 2-14 Equipment ListMotorola Solutions Confidential Restricted 6 G808ENH: ASTRO DIGITAL CAI OPRN 6 G347ENH: SMARTZONE UPGRADE 6 G361AGENH: PROJECT 25 9600 BAUD TRUNKING 6 G996AKENH: OVER THE AIR PROGRAMMING 6 W947APADD: RS232 INTERFACE PACKET DATA 1 T6992ANALOG 3600 TRUNKING XTS 2500 4 Q574AEENH: TRUNKING 9600 BAUD FLASHPORT 4 Q883ACENH: 3600/9600 INTEROPERITABILITY F 4 G996AMENH: OVER THE AIR PROVISIONING 4 Q947ANENH: PACKT DATA UPG FOR XTS PT March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 2-15 Motorola Solutions Confidential RestrictedEquipment List SECTION 3 COVERAGE ACCEPTANCE TEST PLAN 3.1OVERVIEW This Coverage Acceptance Test Plan (CATP) is designed to verify that the voice radio system implemented by Motorola for Northeast Tarrant County Organization meets or exceeds the required reliability as shown on Motorola’s maps. The CATP defines the coverage testing method and procedure, the coverage acceptance criterion, the test documentation, and the responsibilities of both Motorola and Northeast Tarrant County Organization. Coverage Acceptance Testing is based upon a coverage prediction that accurately represents the implemented infrastructure and parameters that are consistent with the contract agreements. To characterize system performance accurately, the actual user XTS equipment radio series deployed for Northeast Tarrant County Organization will be used to conduct the coverage test. Subsequent sections define the coverage acceptance test configuration(s) and test criteria. 3.2CATP DEFINITIONS Several definitions are needed to accurately describe the coverage acceptance test method and criteria. Where cited, these terms or methods are defined in TIA TSB-88.1-C 1 or TSB-88.3-C 2. 1 Wireless Communications Systems --- Performance in Noise- and Interference-Limited Situations --- Part 1: Recommended Methods for Technology Independent Performance Modeling Technical Service Bulletin TSB-88.1-C, Telecommunications Industry Association (TIA), Arlington VA, 2008. 2 Wireless Communications Systems --- Performance in Noise- and Interference-Limited Situations --- Part 3: Performance Verification, Technical Service Bulletin TSB-88.3-C, Telecommunications Industry Association (TIA), Arlington VA, 2008. March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-1 Motorola Solutions Confidential RestrictedCoverage Acceptance Test Plan 3.2.1Defined Test Area The defined test area is the geographical area in which communications will be provided that meet or exceed the specified Channel Performance Criterion (CPC) at the specified reliability for the specified equipment configuration(s). The defined test area(s) are listed in Table 3-1 Coverage Acceptance Test Summary, along with names of the corresponding Motorola map(s) which show the defined test areas. Please see Exhibit 1 for the portable map. For some defined test areas (identified in Table 3-1 Coverage Acceptance Test Summary), the coverage reliability commitment is only on-roads. The roads included in the on-road commitment are defined by the US Census Bureau TIGER 2006 streets that are accessible by 2-wheel drive vehicles. For coverage testing, each defined test area will be divided into a grid pattern by Motorola to produce at least the number of uniformly sized test locations (or tiles) required by the Estimate of Proportions formula. {TSB-88.3-C- 1, §5.2.1, equation 2} The minimum number of test tiles required varies, from a hundred to many thousands, depending on the size of the defined test area, desired confidence in results, type of coverage test, and the predicted versus required reliability. 3.2.2Channel Performance Criterion (CPC) The CPC is the specified minimum design performance level in a faded channel. {TSB-88.1-C, §5.2} For this system, the CPC is the Delivered Audio Quality (DAQ) as stated in Table 3-1 Coverage Acceptance Test Summary. The DAQ definitions are provided in Table 3-1 {TSB-88.1-C, §5.4.2, Table 2}. Table 3-1: DAQ Definitions DAQ Subjective Performance Description 1 Unusable, speech present but unreadable. 2 Understandable with considerable effort. Frequent repetition due to noise/distortion. 3Speech understandable with slight effort. Occasional repetition required due to noise/distortion. 3.4 Speech understandable with repetition only rarely required. Some noise/distortion. 4 Speech easily understood. Occasional noise/distortion. 4.5 Speech easily understood. Infrequent noise/distortion. 5 Speech easily understood. The CPC pass/fail criterion is the faded performance threshold, plus any adjustments for antenna performance, external noise, and in-building or in-vehicle losses. {TSB-88.1-C, §5.4.2, Figure 5} The faded performance threshold for the specified CPC is determined using the receiver’s static reference sensitivity adjusted by the projected CPC parameters for the applicable Modulation Type and DAQ as listed in the current version of TSB- 88.1, Annex A, Table A-1. For coverage testing of digital voice radio systems, the faded performance threshold is the applicable Bit Error Rate (BER) from the projected CPC parameters. Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 3-2 Coverage Acceptance Test PlanMotorola Solutions Confidential Restricted 3.2.3Reliability The Covered Area reliability is the percentage of locations within the defined test area that are predicted to meet or exceed the specified CPC. The Motorola map(s) indicate the Covered Area(s) within which this system is predicted to provide at least the reliability of meeting or exceeding the CPC as stated in Table 3-2 Coverage Acceptance Test Summary. For the defined test area(s) guaranteed for Covered Area reliability, only the painted covered area on Motorola’s maps will be tested for coverage acceptance. No acceptance testing will be performed in locations predicted on Motorola’s maps to be below the required Covered Area reliability. After all accessible tiles in the defined test area have been tested, the Covered Area reliability will be determined by dividing the number of tiles tested that meet or exceed the CPC pass/fail criterion by the total number of tiles tested. {TSB-88.3-C, §5.1, equation 1} 3.2.4Equipment Configurations This section defines the equipment configurations and infrastructure design parameters upon which the coverage guarantee and the coverage acceptance test are based. The equipment configurations are defined in Table 3-2 Coverage Acceptance Test Summary, and include user equipment, outdoor/in-building definition, defined test area, number of test tiles, reliability, CPC, CPC pass/fail, and direction(s) of test. The infrastructure design parameters are defined in Table 3-3 Infrastructure Design Parameters, and include site names, site locations, and antenna system parameters. If the implemented system equipment configuration and/or infrastructure design parameters vary from these configurations and/or parameters, a revised coverage map will be used to define the test configuration and potential areas from which test tiles will be included in the revised coverage acceptance test. Coverage testing will be conducted with equipment installed per the configurations in Table 3-2 Coverage Acceptance Test Summary. Table 3-2: Northeast Tarrant County Organization Coverage Acceptance Test Summary UserOutdoor Defined Test Area Number of Reliability CPC CPCDirection Equipment& Map Name Test Tiles Pass/Failof Test The proposed ASTRO 25 simulcast subsystem consists of one simulcast prime site and three simulcast remote sites. The radio site locations currently supporting the SMARTNET system will be re-used which are: Colleyville Tower Grapevine Water Tank Euless Tower (ATC) The ASTRO simulcast prime site will replace the existing prime site at the Colleyville Tower site. The new simulcast hardware is planned to be installed in the adjacent shelter. Each RF remote site will support the nine existing 800MHz simulcast channels currently in operation. The prime site will support nine 800 MHz channels with the capability to add up to one additional 700/800MHz channel in the comparator chassis proposed herein. Figure 1 illustrates a high level block diagram of the proposed simulcast system. 800 MHz Simulcast Project 25 Phase 1 XTS portable at Outdoors Covered Area Map 810 97% DAQSubjectiveRound-Trip hip level in XTS Portable On-3.4DAQ swivel case with Street Coverage speaker mic Map March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-3 Motorola Solutions Confidential RestrictedCoverage Acceptance Test Plan Table 3-3: Northeast Tarrant County Organization Infrastructure Design Parameters SiteLatitude Longitude Transmit Antenna System Receive Antenna System Name MountMount Antenna Model Antenna Model Height Height Simulcast Cell 1 SC412- Colleyville 32.88525 -97.16085833 280 300 SC412-HF2LDF(D00- HF2LDF(D00-E5765)_0807.ANA E5765)_0807.ANA Euless 32.8083 -97.13070278 400 SC412-420 SC412-HF2LDF(D00- HF2LDF(D00-E5765)_0807.ANA E5765)_0807.ANA SC412- Grapevine 32.93884444 -97.07924722 125 125 SC412-HF2LDF(D00- HF2LDF(D00-E5765)_0807.ANA E5765)_0807.ANA 3.2.5Outdoor Only Coverage Motorola’s portable coverage prediction is for outdoor locations only. Portable coverage inside buildings and vehicles is not a design requirement of this system and is, therefore, not guaranteed. 3.2.6CPC Pass/Fail Criterion for a Test Tile For this system, the CPC test method is subject delivered audio quality (DAQ). Each equipment configuration will have only one CPC pass/fail criterion for a test tile. For each equipment configuration, the CPC pass/fail criterion for a test tile is the Delivered Audio Quality (DAQ) per Table 3-2 Coverage Acceptance Test Summary. Subjective audio quality testing will be performed in the talk- in and talk-out direction using the DAQ definitions from Table 3-1. Below are the attenuator values required to evaluate each equipment configuration. The methodology to determine the attenuator value is demonstrated in TSB-88.1-C §5.4.2, Figure 5. The attenuator value includes the proper values for the equipment configuration requirement plus adjustments for the test equipment setup. Should the test equipment setup losses (e.g. cable length) vary, an adjustment to the attenuator value may be required to represent the required equipment configuration accurately. Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 3-4 Coverage Acceptance Test PlanMotorola Solutions Confidential Restricted 3.2.7Required Number of Test Tiles in the Defined Test Area The method used to test coverage is a statistical sampling of the defined test area to verify that the CPC is met or exceeded at the required reliability for each of the defined equipment configurations. It is impossible to verify every point within a defined test area, because there are infinite points; therefore, coverage reliability will be verified by sampling a statistically significant number of randomly selected locations, quasi-uniformly distributed throughout the defined test area. There is one test sample per test tile, where a sample consists of multiple sub- samples. Coverage acceptance testing will be performed in the defined test area as indicated on Motorola-provided maps. To verify that the reliability requirement is met, the defined test area indicated on Motorola’s maps will be divided into uniformly sized test tiles, with at least the number of test tiles indicated in Table 3-2 Coverage Acceptance Test Summary. The number of test tiles indicated in Table 1-2 is at least the minimum required by the Estimate of Proportions formula as stated in section 1.2.1 (Defined Test Area) of this document. Per TSB-88.3-C, the stated minimum outdoor tile size is 100 by 100 wavelengths; however, the minimum practicaltest tile size is typically about 400 by 400 meters (about 0.25 by 0.25 miles). The minimum practical tile size for any system is determined by the distance traveled at the speed of the test vehicle while sampling, GPS error margin, and availability of road access within very small test tiles. A related consideration is the time, resources, and cost involved in testing very large numbers of very small tiles. For a given defined test area, all test tiles must be of equal size. The maximum test tile size is 2 by 2 km (1.24 by 1.24 miles) {TSB-88.3-C, §5.5.1}. In some wide-area systems, this constraint on maximum tile size may dictate a greater number of test tiles than the minimum number required by the Estimate of Proportions formula. No acceptance testing will be performed in locations outside the defined test area as indicated on the Motorola- provided maps. Motorola and Northeast Tarrant County Organization may agree to perform “information only” tests in locations outside the defined test area; however, these “information only” test results will not be used for coverage acceptance. Any “information only” test locations must be defined before starting the test. If the added locations require significant additional time and resources to test, a change order will be required and Motorola may charge Northeast Tarrant County Organization on a time-and-materials basis. 3.2.8Accessibility to Test Tiles Prior to testing, Motorola and Northeast Tarrant County Organization will plan the route for the test vehicle(s) through the defined test area, to ensure that at least the minimum required number of tiles are tested. While planning the route (if possible) or during the test, Motorola and Northeast Tarrant County Organization will identify any test tiles that are inaccessible for the coverage test (due to lack of roads, restricted land, etc.). Inaccessible tiles will be considered a pass. {TSB-88.3-C, §5.5.4} March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-5 Motorola Solutions Confidential RestrictedCoverage Acceptance Test Plan 3.2.9Random Selection of a Test Location in Each Tile This CATP provides an objective method of randomly selecting and tracking test locations using Motorola’s Voyager coverage testing tool. The method follows TIA TSB-88.3-C §5.0, “Performance Confirmation”, and has direct correlation with Motorola’s coverage prediction methodology. Using Voyager, the actual test location within each test tile will be randomly selected by the test vehicle crossing into the tile at an arbitrary point, with an arbitrary speed and direction. If the selected test location is in a shielded area such as a tunnel or underground parking garage, the data from that test location must be eliminated and a replacement test location must be used. 3.2.10CPC Measurements in Each Tile In each test tile, a voice test exchange will be initiated using predetermined text typical of a common voice exchange between the fixed location and the portable location. The person conducting the test at the portable will be moving at a typical speed for the surrounding conditions. Motorola recommends that testing initially be performed from the portables within the test vehicle since this is worst case as compared to on street performance and can improve the time required to perform the test. If the test tile fails from within the vehicle, then the vehicle will be stopped, and the portable user would then step outside the vehicle and perform the test with the portable moving at normal walking speed so as not to be stationary in a known “good” or “poor” location. This would not constitute a re-try. 3.3RESPONSIBILITIES AND PREPARATION This section identifies the responsibilities of Northeast Tarrant County Organization and Motorola regarding requirements for equipment, personnel, and time during the coverage test. Northeast Tarrant County Organization will provide the following for the duration of the coverage test: At least one test vehicle(s) that is representative of the vehicles to be installed with radios, and will provide the driver(s). When using an attenuated test radio to verify portable coverage, the antenna must be mounted in the center of the vehicle roof and free of obstructions. Two team(s) with two or more Northeast Tarrant County Organization representatives per team to evaluate and record the pass/fail result of each subjective audio transmission. The required quantity of test participants shall be available a minimum of eight hours a day. Facility with one console for the fixed end subjective audio test. Provide two user radios for the test. Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 3-6 Coverage Acceptance Test PlanMotorola Solutions Confidential Restricted Motorola will provide the following for the duration of the coverage test: Two team(s) with at least one representatives per team, to navigate and to operate Voyager, operate the portable radio, and to evaluate and record the pass/fail result of each subjective audio transmission. One or more Motorola representatives to operate the fixed equipment, and to evaluate and record the pass/fail result of each subjective audio transmission. At least one Motorola Voyager coverage testing tool. Before starting the test, Northeast Tarrant County Organization and Motorola will agree upon the time frame for Motorola’s submission of a report containing the coverage test results. Motorola will provide the test radios for all testing. Using test radios not provided by Motorola may be approved at Motorola’s discretion. 3.4CATP PROCEDURES The procedure for the subjective DAQ coverage test outdoors will be as follows: A subjective listening test will be performed for coverage acceptance testing, to verify talk-in and talk-out DAQ performance of the system. Talk-out and talk-in will both be required to pass for a test tile to pass. To perform a statistically valid subjective DAQ test, a large group of people is required to ensure high confidence in the results. However, obtaining a large group of people for a subjective listening test is usually impractical; therefore, several (three to seven) people in a car or van must be used for the test. Since a group this small cannot provide statistically significant results, it is very important that the personnel participating in the subjective test be familiar with the sound of radio conversations. Before subjectively testing, all personnel who will evaluate audio quality must be “calibrated” by listening to examples of audio that pass and fail the subjective DAQ test. A fixed dispatch location will be established. Prior to testing, Northeast Tarrant County Organization and Motorola will agree upon a procedure to allow each audio transmission to be evaluated for approximately five seconds. The test participants will be divided into teams, each consisting of personnel from both Northeast Tarrant County Organization and Motorola. Each team will have members that operate a portable unit in the field, and members that are stationed at the fixed dispatch location. As the field test team(s) drive through the coverage area, test locations within each test tile will be selected randomly by Voyager’s GPS location indication. Voyager will be used to log the talk-in and talk-out pass/fail result as well as any pertinent notes for the location. March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-7 Motorola Solutions Confidential RestrictedCoverage Acceptance Test Plan At each test tile location, each field test team member will listen to a talk-out and talk-in audio transmission, and will record his or her subjective pass/fail evaluation of the DAQ for the tile. Team members stationed at the dispatch location will evaluate talk-in audio quality of transmissions from the test field unit(s) in that tile. Each team member will maintain a test log to record date, time, and subjective pass/fail evaluation for each test tile location. Subjective pass/fail evaluation will be based on the DAQ descriptions in Table 3-1. The determination of whether each test tile passes or fails the required DAQ value will be the majority vote of all team members’ pass/fail subjective evaluations for that tile. An odd number of team members are required to avoid ties for the pass/fail majority vote. Should any subjective DAQ test tile fail, a retry of the transmission will occur. Should the retry pass, the test tile will be considered a pass. If a retry should occur, it will be noted in the test log notes for that test tile. Motorola reserves the right to review any test tiles that fail the subjective DAQ tests to verify the signal strength or BER value of the same test tiles. Any tile that fails the subjective test, but passes an objective re- test will be declared passed. Collection of supplemental test will be performed using Motorola’s Voyager tool to randomly select test locations. Bit error rate (BER) data collection will be obtained for INFORMATIONAL purposes only. Voyager consists of the following: A voice test radio connected to an antenna installed in a representative location on the test vehicle. The test radio will monitor transmissions from the fixed network radio site(s). A Global Positioning System (GPS) receiver, which will provide the computer with the location and speed of the test vehicle. A laptop computer with Voyager software and a mapping database, which includes highways and local streets. The procedure for the objective BER informational data collection will be as follows: The Voyager tool will be installed in a test vehicle, which will be driven over a route planned to cover the accessible tiles within the defined test area. During the coverage test, the laptop computer screen will display the vehicle’s location on a map of the defined test area overlaid with the grid of test tiles. Voyager will automatically initiate measurements when the GPS receiver indicates that a test tile has been entered. The computer will provide a visual indication that a measurement has been completed in a tile. Voyager will manage the coverage test data collection, and will store the outbound measurements for each tested tile for later analysis. Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 3-8 Coverage Acceptance Test PlanMotorola Solutions Confidential Restricted 3.5CATP DOCUMENTATION AND COVERAGE ACCEPTANCE During the coverage acceptance test, Voyager generates computer files that include the raw test data. A copy of this data will be provided to Northeast Tarrant County Organization at the conclusion of the coverage test. Motorola will process this data to produce a map detailing the coverage test results, and to determine whether the coverage test was passed for each user equipment configuration. The coverage acceptance criterion for a user equipment configuration will be that the voice radio system implemented by Motorola for Northeast Tarrant County Organization meets or exceeds the reliability stated in Table 3-2 Coverage Acceptance Test Summary for that user equipment configuration. The system coverage acceptance criterion will be the successful passing of each of the user equipment configurations defined in Table 3-2 Coverage Acceptance Test Summary. Motorola reserves the right to review any test tiles that fail. If a coverage test, or a portion thereof, is suspected by Motorola to have failed due to external interference, those tiles suspected of being affected by an interferer may be re-tested. If the test tiles re-tested are confirmed to have failed due to interference or external noise, those test tiles will be excluded from all acceptance calculations and Motorola will work with Northeast Tarrant County Organization to identify potential solutions to the interference issues. Motorola will conduct this Coverage Acceptance Test only once. If any portion of the test is determined to be affected by proven equipment malfunctions or failures, Motorola will repeat the portion of the test affected by the equipment malfunction or failure. Northeast Tarrant County Organization will have the option to accept the coverage at any time prior to completion of the coverage test or documentation process. Motorola will submit to Northeast Tarrant County Organization a report detailing the coverage test results. This report will include a document, which is to be signed by both Northeast Tarrant County Organization and Motorola, indicating the test was performed in accordance with this CATP and the results of the test indicate the acceptance or non-acceptance of the coverage portion of the system. March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 3-9 Motorola Solutions Confidential RestrictedCoverage Acceptance Test Plan This page intentionally left blank. Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 3-10 Coverage Acceptance Test PlanMotorola Solutions Confidential Restricted SECTION 4 STATEMENT OF WORK 4.1IMPLEMENTATION GOALS Motorola appreciates the opportunity to provide NETCO with an ASTRO 25 proposal for a Regional Trunked Radio System to support migration and Project 25 standards based communications. We believe the robust scalable solution proposed will meet objectives today and in the future. We are committed to the successful implementation of the proposed project and a continued long term partnership with NETCO. 4.2SYSTEM INTEGRATION APPROACH We believe our technology, experience and system integration approach will provide a quality project implementation for NETCO. System Integration is a key element of Motorola’s project management and lifecycle management process, and will fully tailored to meet NETCO’s unique needs. Our team of project managers, engineers and service personnel will be NETCO’s partner for implementation, from planning and designing the system in the proposal stage, to deploying and integrating the network as quickly, efficiently, and cost-effectively as possible. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-1 Motorola Solutions Confidential RestrictedStatement of Work 4.3IMPLEMENTATION TEAM Motorola’s Project Manager will be the point of contact for NETCO’s implementation team. Reporting to Motorola’s Systems Integration Territory Services Director, the Motorola PM will be responsible for communication and reporting project status to NETCO project manager utilizing a formal Communication Plan defined during the Customer Design Review (CDR). The Communication Plan will: Define and formalize key meetings, their frequency and required attendees. Identify the key stakeholders and project team members on the project. Utilize communication tools including email, status reports, phone, fax, and websites. These tools will be used by the project team to inform and report on progress during the project. Utilize Web tools to store project information such as site plans, permits, audits and other site development information. NETCO Project Manager can quickly view the status of each individual site and the progress with respect to the schedule. Site documentation will be readily available for use by NETCO Project Team. Utilize Motorola’s Compass extranet site and our site development websites to store and retrieve all project documentation. NETCO Project Manager will have online access to project documents such as schedules, status reports, risk logs, requirements documents and change requests. Version control will ensure that the most current documentation and all past versions are available for review. Incorporate status reports that will highlight any potential issues and identify the action being taken to mitigate them. Action items will be assigned to individuals and completion dates will be tracked to ensure the items are completed. Status Reports will also be used to provide NETCO with an accurate assessment of the progress of the project and give visibility to the resource requirements to complete the near term tasks. Action item lists will be maintained and updated on a weekly basis to identify and quickly resolve identified items. An organizational chart of the Motorola team established for NETCO project is illustrated below in Figure 4-2. Customer Support Manager Motorola Project Manager System Integration Partner Lead Systems EngineerLead Systems Technologist Systems Technologists Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-2 Statement of WorkMotorola Solutions Confidential Restricted 4.4STATEMENT OF WORK OVERVIEW (SOW) The SOW outlines the communication system implementation plan as well as a detailed work breakdown structure (WBS) outlining Motorola and NETCO responsibilities. The SOW is based on installation, integration and implementation of the proposed ASTRO 25 trunked radio system, IP Simulcast system, MCC7500 consoles, subscribers connected to the existing NETCO of Fort Worth Master site which will be referred to as Land Mobile Radio (LMR). This Statement of Work describes the implementation plan and system integration based on contract occurring in June 2012 per the Project Schedule in Section 05 of this proposal. Should these dates change, Motorola will evaluate the impact to the implementation plan and system design and subsequently provide a revised cost proposal if necessary. The Cutover dates are an estimate of when specific phases may be complete which will be adjusted based on the final project schedule and as scope is finalized. The system design and proposal is based on procurement of the entire project as a whole. Since six individual NETCO members will be funding this project separately, it’s essential that all infrastructure and console components are procured at the same time for this proposal, pricing and implementation plan to be valid. 4.5CONTRACT INITIATION & PROJECT KICKOFF The project will be initiated with a Project Kickoff Meeting that includes NETCO and Motorola project participants. One Project Kickoff Meeting will be held for all NETCO agencies and members. The objectives of the Kickoff Meeting include the following: Introduce and exchange contact information of all project participants. Review roles of key participants and project review procedures. Establish a clear chain of communication and authority. Review overall project scope and objectives. Review resource and scheduling requirements. Review preliminary project schedule with NETCO. During the Project Initiation phase, Motorola will review and work with NETCO to finalize the following project processes and procedures: Detailed Project Schedule Risk Management Plan Change Control Plan Issues Document and Action Item Log March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-3 Motorola Solutions Confidential RestrictedStatement of Work Initiate NETCO project with a Motorola and Documented project personnel names, Kick Off Meeting.NETCOresponsibilities, contacts, and project review procedures Begin creating Risk MotorolaInitial Risk Management Plan Management Plan. Define format of the Issues MotorolaInitial Issues and Action Item Log and Action ItemLog. Review change control MotorolaInitial Change Control Plan procedures with NETCO Project Manager. Work with Motorola personnel NETCOApproved Initial Change Control Plan in finalizing and approving the Change Control Plan. A communication plan will be Motorola and Communications Plan developed to address the NETCO types of communication that will be established such as status meetings and reports. The communications plan will also indicate the appropriate points of contact for different types of communication. Provide current system NETCONETCO Existing System Documentation documentation. This task is considered complete when the Project Kickoff Session has been held with Motorola and NETCO representatives in attendance, and when project scope, schedules, procedures, roles and responsibilities have been documented and agreed upon. 4.5.1Customer Design Review (CDR) NETCO and Motorola will review the proposed design through analysis of the system functionality, interface requirements, and end-user requirements, as mutually agreed between Motorola and NETCO. During this phase of the project, the Project Plan will be developed. Motorola will deliver design materials which are detailed in the following responsibility matrices. One Design Review will be held for all NETCO agencies and members. Our proposal for NETCO is based on known information and presale site walks. During Design Review we will conduct additional site walks and customer meetings. Any additional scope changes or deviations from the assumptions made to generate these components of our proposals will be presented to NETCO as a change order. Design Review tasks and responsibilities are described in greater detail in following sections of this SOW. Draft and Final versions of documents will be provided to NETCO for review and approval. NETCO’s approval will finalize the design review process. NETCO and Motorola deliverables and responsibilities in the Design Review phase are defined in the Responsibility Matrices below. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-4 Statement of WorkMotorola Solutions Confidential Restricted After Design Review is complete, the system design is “frozen” for order processing, manufacturing and implementation. Therefore, it’s critical that any changes including those to subscribers be made at this point in the project. 4.5.1.1Final System Design Review The Final System Design Review will address deliverables for the entire system implementation to be completed, such as the final review of the Acceptance Test Plans and the total frequency plan. Finalize LMR Coverage Design:Motorola and Final Coverage Design NETCO Motorola and NETCO will work together to develop a final LMR coverage design. In order for Motorola to finalize the Coverage Design, space on existing towers must be finalized to complete coverage predictions. Site surveys will be conducted at MotorolaSite Surveys each site where new or upgraded equipment will be installed. A cutover plan will be developed. Motorola and Cutover Plan NETCO will provide existing system NETCO and user information, such as shift information and specific vehicle information, which must be taken in to account to develop the cutover Plan. Connectivity Plan:Motorola and Connectivity Plan NETCO NETCO will develop the site connectivity to the Master Site. Motorola will review and validate the plan. NETCO must provide a final list of NETCOSerial/Model Numbers for Existing Subscribers serial numbers and model numbers for all existing subscribers that must be flash upgraded as part of the project. Motorola and NETCO will finalize the Motorola and Project Schedule Project Schedule.NETCO Provide Site Links, Network NETCOIntegration and Operation Plan Connectivity and all required Interlocal Agreements for the interconnection of NETCO’s proposed LMR system to Fort Worth’s Master Site Gateway/Core. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-5 Motorola Solutions Confidential RestrictedStatement of Work Acceptance Test Procedures will be Motorola and Acceptance Test Procedures NETCO reviewed and finalized as part of the overall Final System Design Review. Motorola’s ATPs are the basis for Motorola’s scope of work. Deviations from the baseline will be mutually agreed upon and may represent a change in scope. Motorola will deliver a Design MotorolaEquipment List Document that reflects changes in System Description design and scope, as well as System Drawings definition of details determined during the Design Review.Statement of Work Motorola will update the equipment Project Schedule list, system description, drawings, Change Orders SOW, performance schedule as (as necessary) necessary to accommodate the specifics of the Design Review. Motorola will submit a final Design Document to NETCO through the change order process. This document will be baselined by the System Description, SOW, Project Schedule, and other documentation provided prior to contract approval. NETCO will review the work NETCOApproval Statement performed by Motorola and sign an approval document for the Final System Design Review. This task is considered complete when the subtasks listed below are all completed. 4.5.1.2Design Review Task Details Additional details for some of the tasks described above are provided in the following section. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-6 Statement of WorkMotorola Solutions Confidential Restricted 4.5.1.3Master Site Interconnectivity to Fort Worth NETCO’s system design and implementation plan is based on connectivity to the City of Fort Worth’s Master Site. Our proposal for NETCO includes the equipment, hardware, software and system integration services to not logically connect to the Eagle Mountain site in Fort Worth. We have included costs in this project for the site links to connect the proposed infrastructure, consoles, network management and LAN network to Fort Worth which are a responsibility of NETCO. Our implementation plan and proposal costs are based on NETCO’s proposed system, including infrastructure and subscribers, being programmed using Fort Worth’s System ID and talkgroup structure. We also assumed that both the NETCO and Fort Worth’s system will remain under a Maintenance and System Upgrade Agreement to ensure System Release compatibility which must be funded after their respective support agreements conclude. Our proposal includes an SUA for NETCO to provide one system release upgrade to System Release 7.14 from System Release 7.11 in 2014. Beyond this timeframe NETCO must fund these services to ensure both systems remain synchronized on the same system release schedules. Motorola has applied design and cost efficiencies by reusing available Master site hardware and software licenses for NETCO at Fort Worth Eagle Mountain site. This would not be possible if another Master site was utilized or if NETCO opted not to implement with Fort Worth. Should technical or implementation assumptions noted above change, a revised proposal with associated costs, design and implementation plan will be developed and presented to NETCO as a Change Order. NETCO must establish all Interlocal Agreements and Standard Operating Procedures with Fort Worth to ensure the design can be successfully implemented but also maintained on a long term basis. The Cities of Fort Worth and Irving are currently considering and evaluating a Dynamic System Resiliency (DSR) backup design. However, the system design and details of this potential solution are not yet finalized. Should DSR be implemented in Fort Worth, and any changes recommended or required to the NETCO system, Motorola will work with NETCO to determine the impact and respective pricing. DSR is not included in our proposal for NETCO. 4.5.1.4MCC7500 CADI Application Programmers Interface (API) NETCO requested that Motorola include the CADI API for their existing CAD Vendors; Crimes and New World to write interfaces to the proposed MCC7500 console. Interface development, programming, configuration, functionality, features and performance are a responsibility of NETCO’s CAD Vendors. We have not included any equipment, system integration or support services for this integration. Motorola does not assume responsibility for these interfaces with the proposed MCC7500 console. However should support be necessary we have provided these rates in our pricing proposal. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-7 Motorola Solutions Confidential RestrictedStatement of Work 4.5.1.5MCC7100 Mobile Console The proposed MCC7100 Mobile Console will be available in System Release 7.13. For NETCO the equipment will not be implemented until the system is upgraded from the proposed System Release 7.11 to 7.14 in 2014. The MCC7100 requires network connectivity to an operational MCC7500 console at either Keller or Euless via the proposed console proxy. NETCO is responsible for provisioning the LAN/WAN for its operation. 4.5.1.6Coverage Design NETCO and Motorola will work together to finalize site parameters. We will analyze the coverage and evaluate frequency compatibility to aid NETCO in finalizing configurations. NETCO and Motorola deliverables and responsibilities for the Coverage Design phase are defined in the Responsibility Matrix below in Table 4-3. NETCO and Motorola will review the Motorola and Agreement of site location and coverage and site locations.NETCOconfiguration NETCO will identify all assets that NETCOFinalized NETCO Assets should be considered within the coverage design, including: Existingand Potential Sites Frequencies Site Links NETCO will provide the facilities NETCOApproval for Site RF Equipment required to accommodate the RF location & space and Antenna site equipment and antenna locations on the towers systems. Motorola will incorporate design MotorolaIncorporate licensing input to RF design limitations based on NETCO requirements for FCC licenses. Note Motorola’s baseline design is based on FCC rules and regulations. Coverage Design:MotorolaFinalized coverage maps for NETCO Motorola and NETCO will define the coverage and site requirements as defined below. Motorola will create coverage maps for the RF system for presentation to NETCO that illustrate the predicted coverage. Coverage parameters will be updated from the contract based on site survey information. The Motorola project team will review all of the coverage predictions with NETCO team. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-8 Statement of WorkMotorola Solutions Confidential Restricted This task is considered complete when final coverage maps have been submitted to and approved by NETCO. 4.5.1.7Frequency Planning Motorola and NETCO will work together to finalize the frequency plan for NETCO. Motorola will evaluate frequency compatibility based on the frequency assets identified for use within the system based on the desired coverage and loading. These steps will be an iterative process to aid NETCO in finalizing the system configurations. Motorola and NETCO deliverables and responsibilities in this phase are defined in the Responsibility Matrix below Table 4-4. NETCO will confirm the list of Motorola and Agreement on the frequency list NETCO frequencies for use within NETCO. These frequencies must be licensed at each proposed site within the proposed antenna and radio frequency distribution equipment. Motorola will evaluate each site MotorolaEvaluation of Frequency within the coverage design for its Compatibility with Sites compatibility with the identified frequencies. Equipment for sites that require NETCO and MotorolaFiltering to mitigate interference additional filtering to mitigate potential interference will be added to the contract as part of the final design and represent a change in scope. Motorola will recommend a MotorolaFrequency plan for NETCO frequency plan based on the analysis of the channels provided for use within the system, the coverage requirements, and the loading requirements. NETCO will obtain all FCC licenses NETCOObtain FCC Licenses and authorizations required for installation and use of the system prior to the scheduled installation of the equipment. Motorola employees are not agents or representatives of NETCO in FCC matters. NETCO has the ultimate responsibility for ensuring it has all FCC licenses required for the Equipment and for complying with FCC rules. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-9 Motorola Solutions Confidential RestrictedStatement of Work This task is considered complete when the frequency plan is finalized and the FCC licenses have been submitted to the FCC. 4.5.1.8Develop Cutover Plan The implementation of NETCO’s Radio System will require a detailed cutover plan for a smooth transition from the existing radio system to the new radio system. During the Final System Design Review, a cutover plan will be developed. As the implementation proceeds, further detail will be provided to the cutover plan during preparation for transition to the new system. NETCO will provide existing system and NETCOExisting System and User user information, such as dispatch and Information user information, and specific vehicle information which must be taken in to account to develop a detailed cutover plan. Where required, a frequency migration Motorola and FrequencyMigration Plan plan will be mutually agreed upon, which NETCO identifies when specific channels will be moved from operation within the existing system to operation on the new system. NETCO cutover plan will be developed. MotorolaCutover Plan It will take in to account the need to minimize the impact to users migrating to NETCO. This task is considered complete when the cutover plan is mutually agreed upon by NETCO and Motorola. 4.5.2Finalize Project Schedule The objective of this task is to finalize the preliminary Project Schedule contained in the initial contract based upon the requirements identified and the associated project objectives, plans, schedules, approvals, priorities and inter-dependencies among tasks. The Project Schedule will be finalized through the change order process and mutually agreed upon between the parties during the Design Review, following the Project Kickoff Meeting. Deviations from the baseline project schedule may be considered a change in scope, and will be mutually agreed upon by Motorola and NETCO. The resulting document defines the specific project tasks to be completed and documents the final Project Schedule for each subsystem to be implemented. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-10 Statement of WorkMotorola Solutions Confidential Restricted Review with NETCO personnel the MotorolaProject Schedule Review identified implementation tasks, priorities, inter-dependencies and other requirements needed to establish the final Project Schedule. The Project Schedule will identify key project milestones. Analyze with Motorola project NETCOProject Schedule Review personnel the identified requirements and make such implementation decisions as are reasonably required to finalize the Project Schedule. Prepare the final Project Schedule MotorolaProject Schedule Finalization document and deliver it to NETCO as a deliverable of the Design Review. Review the Project Schedule with NETCO personnel and make changes and/or corrections that are mutually agreed upon through the change order process. Review the final Project Schedule NETCOProject Schedule Approval and identify in writing any specific deficiencies found within ten business days of receipt. This task is considered complete upon mutual agreement of the parties to implement in accordance with the Project Schedule that has been developed within the Design Review. This Project Schedule will become the governing Project Schedule incorporated into the contract, and is only subject to change upon mutual agreement of Motorola and NETCO. 4.5.3Acceptance Test Procedures Motorola will develop Acceptance Test Procedures (ATP) documents to provide an understanding of procedures used for testing the functionality and performance of the system. ATPs establish a framework for system acceptance. The tests will validate the functional performance of the system. Motorola has provided baseline ATPs, which will be reviewed as the basis for the final ATPs. Deviations from the baseline ATPs will be reviewed for feasibility and may represent a change in scope. ATPs will be finalized for NETCO project as a part of the Design Review process. ATPs include the acceptance criteria to ensure the equipment operates in accordance with the specifications identified in the contract. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-11 Motorola Solutions Confidential RestrictedStatement of Work Work with NETCO in finalizing MotorolaReview ATPs and Methodology the ATPs. Review the overall approach to testing including hardware, software and final system acceptance criteria. The review will be based on the Acceptance Test Plans included with this proposal. Work with Motorola in finalizing NETCOReview ATPs, provide written the ATPs, using the ATPs information and feedback submitted with this proposal as a baseline. Provide related information requested by Motorola to assist Motorola in completing the ATPs. Review the baseline ATP documents and identify in writing any specific deficiencies found within ten business days. Submit final ATP documents to MotorolaFinal ATPs NETCO for approval. Review and approve the final NETCOApproval of Final ATPs ATPs. This task is considered complete upon NETCO acceptance and approval of the ATPs. 4.5.4Site Survey & Preparation Site inspections will be conducted during this phase of the project. All equipment locations will be audited for Site Ready purposes and Motorola will prepare a Site Audit Report for each location. NETCO is responsible for site readiness. Site surveys are executed as an integral part of installation preparation. The following matrix identifies Motorola’s approach to Site Readiness. This section addresses the facilities where NETCO is responsible for Site Readiness. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-12 Statement of WorkMotorola Solutions Confidential Restricted Site Access:NETCOSite Access NETCO will assure site access to Existing System Documentation inspect equipment installation sites, finalize equipment locations and determine if any course of action is necessary to handle installation constraints. NETCO will provide existing site and system drawings. Site Readiness Audits:MotorolaSite Audit Reports Motorola will perform site audits to verify site readiness of all sites. Motorola will prepare a report that includes recommendations detailing site preparation required to provide a suitable environment for installation of the equipment. This report will become part of the final system documentation. NETCO will provide structures NETCONETCO Towers that are capable of supporting the proposed NETCO antenna systems. NETCO will prepare all sites for NETCOSites Meeting Site Readiness Conditions the equipment implementation, based on the recommendations in the Site Walk Reports. NETCO will pursue all building NETCOApproved Licenses and Permits permits and licenses required for construction. NETCO is responsible for delivering sites for NETCO project; all sites must meet Motorola’s Communications Site Standards. Motorola will begin work at a site only after mutual agreement by NETCO and Motorola that the site is deemed ready. At a minimum, for a site to be considered “Site Ready,” it must have adequate room in an existing building or shelter to accommodate the equipment to be installed, and electrical service and internal distribution in place. In addition, network testing must have been satisfactorily completed. Sites are required to meet minimum requirements for life safety issues. Site Ready audits will be performed by Motorola after contract execution. Motorola will provide a site report identifying any site deficiencies that have the potential to impact safety or equipment performance. All site upgrades not identified in this document specifically as a Motorola deliverable are the responsibility of NETCO. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-13 Motorola Solutions Confidential RestrictedStatement of Work This phase is considered complete when all necessary site improvements have been implemented by NETCO and verified as complete. 4.5.5Order Processing Motorola will place factory orders for the system hardware that is being purchased for the communications system. Motorola willplace orders for required third-party equipment and execute major subcontracts. Multiple sets of orders will be placed, based on the approval of the Design Review steps defined in this SOW. Factory orders placed for all MotorolaOrders for Motorola manufactured Motorola manufactured equipment equipment Order placed for all third-party MotorolaThird-party equipment orders equipment Motorola will execute major MotorolaSubcontracts in place subcontracts This phase is considered complete when all equipment orders have been placed. 4.5.6Manufacturing and Factory Testing During this phase of the project,all Motorola supplied equipment for NETCO is manufactured, factory staged, and shipped. This phase is considered complete when Manufacturing, Template Development, and Factory Staging are complete and approved by NETCO. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-14 Statement of WorkMotorola Solutions Confidential Restricted 4.5.6.1Manufacturing Manufacturing activities commence after order processing. Manufacture Motorola equipment MotorolaNETCO Hardware and track third-party equipment orders. 4.5.6.2Template Development Our proposal includes the specific types and quantities of subscribers listed in our price pages and the table below. Deviations in our assumptions are subject to the change order process. Motorola has included system integration services to generate total of (200) templates for NETCO. Portable Flash Kits663021910860190 Mobile Flash Kits67661261006628 APX Portables08041171048 APX Mobiles3714414011 XTL Mobiles900000 Equipment programming and configurations are defined during the activity of Template Development. Equipment programming and configurations will be determined as defined in the responsibility matrix below. NETCO and Motorola will review NETCO’s LMR operational requirements and the impact of those requirements to various equipment configurations. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-15 Motorola Solutions Confidential RestrictedStatement of Work Motorola will provide technical MotorolaStandard Configuration and information to NETCO to aid in Programming Documentation determining equipment configurations and programming requirements. NETCO will finalize the equipment NETCOConfiguration Requirements configurations requirements. Motorola will develop templates for MotorolaVoice and Dispatch Templates the following system components: ® ASTRO25 Master Site Equipment MCC 7500 Dispatch System Motorola will develop up to (200) MotorolaSubscriber Equipment Templates total templates for the following Motorola manufactured subscribers: Mobile Radios Portable Radios Control Stations Motorola will meet with each of the MotorolaSubscriber Fleetmapping & Template Development (6) NETCO agencies points of contact for subscriber fleetmapping and template development. NETCO will provide a single point of NETCOSubscriber Fleetmapping & contact per agency, total (6) to Template Development interface with Motorola for template development, fleetmapping discussions, obtain operational requirements for each department, review and approve templates. Motorola will provide and review MotorolaTemplate and Configuration templates and configuration detail as Documentation defined by NETCO requirements, for NETCO approval. NETCO will review the work NETCOWrittenProgramming Template performed by Motorola and sign an and Configuration Approval approval document.Statement This task is considered complete when NETCO has reviewed and approved the template and configuration documents. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-16 Statement of WorkMotorola Solutions Confidential Restricted 4.5.6.3Factory Testing The radio system manufacturing is followed by staging the radio infrastructure at Motorola’s Customer Center for Solutions Integration (CCSi). Staging includes assembly and testing of all major radio system components. The system will be configured as it will be in the field for this Factory Testing, which will exercise the functional capabilities of the communications system. This process will allow NETCO personnel to witness factory testing in a controlled environment, as well as providing for a smooth and easy installation in the field. Motorola will perform end-to-end system testing, from subscriber units to the dispatch console. However, since the Master site resides in Fort Worth, wide area trunked system operation with consoles will not be tested or demonstrated until field implementation is complete. Functional Performance Testing:MotorolaFunctional Performance Tests Motorola will perform a Functional Performance Test in order to verify the functionality of the communications system. The Functional Performance Test will include the following: Physical inspection Thorough exercise of the hardware and software Testing of the voice communications features Verification of device and system recoveryfrom failures Equipment Verification Testing:MotorolaEquipment Verification Testing Motorola will verify each station’s ability to be configured as required for implementation into NETCO system. This verification will be documented and serve as verification of meeting the equipment specifications. Provide a limited subset of subscribers NETCOSubscribers for use in CCSi Staging and Testing. For NETCO witnessed testing, NETCO NETCOWritten Approvals of Factory will sign written acceptance documents Acceptance Test at the successful completion of the Factory Acceptance Testing Period. This task is considered complete when the steps defined in the responsibility matrix have been successfully completed. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-17 Motorola Solutions Confidential RestrictedStatement of Work 4.5.7Civil Work 4.5.7.1Site Development at Existing Tower Sites with Existing Room Various existing communication sites have been proposed where existing rooms provided by NETCO will be used for installation of radio equipment. These sites are noted below. Grapevine Water Tank Site Euless Tower Site Colleyville Tower Site Grapevine Dispatch Site Keller Dispatch Site Euless Dispatch Site Bedford Dispatch Site Site specific scope of work is outlined in Table 4-14 – Table 4-18 below. 1. Architectural & Engineering Services:Motorola and NETCO Construction & Record Drawings NEPA compliance/FCC checklist Permit preparation Structural analysis Site preparation 2. Obtain Final Zoning & Permitting ApprovalMotorola and NETCO 3. Provide water tank structural and foundation drawings along with NETCO mapping information (if available) and site survey for Motorola to perform site engineering and structural analysis. 4. Motorola Provide and install antenna mounting structures for antenna systems on water tank (Includes capacitive stud welding to water tank where necessary.) Install (2) antennas and lines (up to 675’ of transmission line) Install (1) tower top preamplifier Sweep all antenna lines Install up to (2) ground bus bars on antenna support structure and bond per R56. Paint coax and hardware to match water tank. 5. Motorola Electrical and grounding scope of work: Supply and install a 100Amp electrical distribution panel and up to (17) new circuits to accommodate the new communications equipment. Install Type 2 Surge Protector Ground and bond the new equipment per R56 6. Returntrip to remove existing antennas and lines after cut-over.Motorola 7. Provide Construction Project Management.Motorola Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-18 Statement of WorkMotorola Solutions Confidential Restricted 8. Architectural & Engineering Services:Motorola and NETCO Construction & Record Drawings NEPA compliance/FCC checklist Permit preparation Structural analysis Site preparation 9. Obtain Final Zoning & Permitting ApprovalMotorola and NETCO 10. Provide tower structural and foundation drawings along with NETCO mapping information (if available) and site survey for Motorola to perform site engineering and structural analysis. 11. Motorola Provide and install antenna systems on existing tower: Install (2) antennas and lines (up to 1635’ of transmission line). Install (1) tower top preamplifier Sweep all antenna lines Install up to (6) ground bus bars on antenna support structure building and bond per R56. 12. Motorola Electrical and grounding scope of work: Supply and install a 100Amp electrical distribution panel and up to (17) new circuits to accommodate the new communications equipment. Install Type 2 Surge Protector Ground and bond the new equipment per R56 13. Return trip to remove existing antennas and lines after cut-over.Motorola 14. Provide Construction Project Management.Motorola March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-19 Motorola Solutions Confidential RestrictedStatement of Work 15. Architectural & Engineering Services:Motorola and NETCO Construction & Record Drawings NEPA compliance/FCC checklist Permit preparation Structural analysis Site preparation 16. Obtain Final Zoning & Permitting ApprovalMotorola and NETCO 17. Provide tower structural and foundation drawings along with NETCO mapping information (if available) and site survey for Motorola to perform site engineering and structural analysis. 18. Motorola Provide and install antenna systems on existing tower: Install (2) antennas and lines (up to 1050’ of transmission line) Install (1) tower top preamplifier Sweep all antenna lines Install up to (4) ground bus bars on antenna support structure building and bond per R56. 19. Motorola Electrical and grounding scope of work: Supply and install a 200Amp electrical distribution panel and up to (25) new circuits to accommodate the new communications equipment. Install Type 2 Surge Protector Ground and bond the new equipment per R56 20. Return trip to remove existing antennas and lines after cut-over.Motorola 21. Provide Construction Project Management.Motorola Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-20 Statement of WorkMotorola Solutions Confidential Restricted 22. Architectural & Engineering Services:Motorola and NETCO Construction & Record Drawings Permit preparation Site preparation 23. Obtain Final Permitting ApprovalMotorola and NETCO 24. Provide building drawings and electrical drawings for Motorola to NETCO perform site engineering. 25. Motorola Electrical and grounding scope of work: Supply and install (4) 20Amp new circuits in existing breaker panel to accommodate the new communications equipment. Install (1) Ground Buss Bar Install Type 2 Surge Protector Ground and bond the new equipment per R56 26. Obtain approval from TC911 Authority to add required circuits for NETCO Keller/NETCOM Dispatch Center outlined in the System Description. 27. Provide a UPS for Keller/NETCOM Dispatch Center to backup NETCO proposed MCC7500 consoles. 28.Provide Construction Project Management. Motorola 29. Motorola and Architectural & Engineering Services: NETCO Construction & Record Drawings Permit preparation Site preparation 30. Obtain Final Permitting ApprovalMotorola and NETCO 31. Provide building drawings and electrical drawings for Motorola to NETCO perform site engineering. 32. Electrical and grounding scope of work:Motorola Supply and install a 100Amp electrical distribution panel and up to (8) 20Amp new circuits to accommodate the new communications equipment Install (1) Ground Buss Bar Install Type 2 Surge Protector Provide and install (1) 10 KVA UPS unit, maintenance bypass switch and wire output to breaker panel Ground and bond the new equipment per R56 33. Provide Construction Project Management Motorola March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-21 Motorola Solutions Confidential RestrictedStatement of Work Site Engineering Prepare applicable construction drawings, showing the layout of various new and existing site components. Conduct site walks to collect pertinent information from the sites (e.g., location of Telco, power, existing facilities, etc.) Prepare zoning drawings (if necessary) that can be used to describe the proposed site installation in sufficient detail. Prepare record drawings of the site showing the as-built information. Perform National Environmental Policy Act (NEPA) Threshold Screening, including limited literature and records search and brief reporting, as necessary to identify sensitive natural and cultural features referenced in 47 Code of Federal Regulations (CFR) Chapter 1, subsection 1.1307 that may be potentially impacted by the proposed construction activity. This does not include the additional field investigations to document site conditions if it is determined that the proposed communication facility “may have a significant environmental impact” and thus require additional documentation, submittals, or work. Provide a structural engineering analysis for the antenna support structure, if necessary, to support the proposed antennas equipment loads. Perform structural mapping, analysis, and design (if necessary) to antenna support structure for the proposed equipment and antenna loads. No obtrusive investigations have been included. Design antenna mounts to support the proposed antennas and dishes at the sites designated in each site matrix table. Research permit requirements (building, utility, and construction permits) for the construction/improvements at the proposed sites, and determine if the permits are required. If a permit is required, Motorola shall obtain the necessary permit forms and complete the necessary information with the assistance of the Customer. Submit the completed application forms to the local jurisdiction and apply for applicable permits with the assistance of the Customer. Site Preparation Obtain the permits such as electrical, building, and construction permits, and any inspections that may need to be coordinated with the local authorities to complete site development work. Provide one-time mobilization costs for the construction crews. Any remobilization due to interruptions/delays that are out of Motorola's control will result in additional costs. Install antennas and transmission lines required for new system on the existing structures. Perform sweep tests on transmission lines. Supply and install Type 2 Surge Protections device where specified to protect new communications equipment. Supply and install electrical distribution to the new equipment, as required, from existing electrical service to the room. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-22 Statement of WorkMotorola Solutions Confidential Restricted If required, prepare and submit EME plans for the site (as a licensee) to demonstrate compliance with FCC RF Exposure guidelines. Assist Motorola with permitting for sites as owner/lessee. As applicable, coordinate, prepare, submit, and pay for all required permits and inspections for the work that is the Customer’s responsibility. Pay for all utility connection, line extensions, and any easement or usage fees. Pay for the usage costs of power, leased lines and generator fueling both during the construction/installation effort and on an ongoing basis. Pay for application fees, taxes and recurring payments for lease/ownership of the property. Review and approve site design drawings within 7 calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be required, the Customer shall review and approve the re-submitted plans within 7 calendar days from the date of submittal. Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. Arrange for space on the structure for installation of new antennas at the proposed heights on designated existing antenna-mounting structures. Provide as-built structural and foundation drawings of the structure and site location(s) along with geotechnical report(s) for Motorola to conduct a structural analysis. Pay for any upgrade of the antenna support structure necessary to accommodate the new antennas. Provide space, HVAC, generator backup power generator, grounding system, lighting, fire suppression and cabling facilities for the equipment room per Motorola's R56 specifications. Confirm that there is adequate utility service to support the new equipment and ancillary equipment. Confirm that the existing generator is sufficient to support the new equipment and ancillary equipment loads. If required, remove or relocate any existing facilities, equipment, and utilities to create space for the new equipment. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-23 Motorola Solutions Confidential RestrictedStatement of Work No prevailing wage, certified payroll, mandatory union workers or mandatory minority workers are required for this work. All work is assumed to be done during normal business hours as dictated by time zone (Monday thru Friday, 7:30 a.m. to 5:00 p.m.) Temporary site trailers (tower, housing, COWS, and generator) have not been included for cutovers. Cutover logistics will be determined on a case-by-case basis; any additional costs will be negotiated prior to the execution of cutover tasks. All recurring and non-recurring utility costs [including, but not limited to, generator fuel, electrical, will be borne by the Customer or site owner. Existing facility has an adequate ground system with a ground resistance of 10 ohms or less. Existing antenna support structures are structurally capable of supporting the new antenna, cables and ancillary equipment proposed and will not need to be removed or rebuilt at the existing site. The tower or supporting structure meets all applicable EIA/TIA-222 structural, foundation, ice, wind and twist and sway requirements. Motorola has not included any cost for structural or foundation upgrades to the antenna support structure. Existing cable support facilities from the antenna to the cable entry port can be used for supporting the new antenna cables. Extensive documentation (balloon tests, photo simulations, expert testimony etc.) to support permitting effort for existing structures is not required. A maximum of 30 days will be required for obtaining approved building permits from time of submission, and a maximum of 60 days will be required for zoning approvals from time of submittal. The site will have adequate room for installation of proposed equipment, based on applicable codes and Motorola’s R56 standards. The existing utility service and backup power facilities (UPS, generators) have sufficient extra capa NETCO to support the proposed new equipment load. Aclear obstruction-free access exists from the antenna location to the equipment room. The floor can support the proposed new loading. Physical or structural improvements to the existing room will not be required. Site development completed, and approved by NETCO. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-24 Statement of WorkMotorola Solutions Confidential Restricted 4.5.8Site Interconnection NETCO is responsible for providing all site links, backhaul for the proposed infrastructure and console sites as well as interconnection to Fort Worth for operation of their proposed LMR system. Dual site links are required to support the proposed redundant site link design and the high availability simulcast feature. Should DSR be implemented in Fort Worth, and any changes recommended or required to the NETCO system, Motorola will work with NETCO to determine the impact and respective pricing. Types and quantities of site links will be finalized at the Design Review. T1 specifications for these site links are listed below in Table 4-19. –6 Bit Error Rate –BER1 x 10 Stratum Level2 or Better Max. Delay5 milliseconds (ms) Availability99.999 % Line CodingB8ZS (bit 8 zero substitution) SignalingClear Channel CompressionNone FramingESF (extended super frame) Pulse Amplitude0 dBdsx (3.0V +/- 0.3V or 6V P-P) Dry or WetDry, No voltage (-48 VDC or other) Present March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-25 Motorola Solutions Confidential RestrictedStatement of Work 4.5.9Installation of Fixed Network Equipment (FNE) Installation of the Fixed Network Equipment (FNE) consists of the radio communications infrastructure and computer equipment at the dispatch and control centers. Site Ready:NETCOSites Meeting Site Preparation Requirements NETCO will prepare the sites for equipment for Installation installations, resolving site deficiencies identified in the Site Audit Reports. Sites will be ready according to the project schedule for equipment installation. Coordinate any site work necessary, site links, NETCOSites Meeting Site backhaul and interconnectivity to Fort Worth. Preparation Requirements for Installation General Installation Responsibilities:MotorolaNew Equipment Installations per Motorola’s Motorola will store, deliver and transport all Site Quality Standards proposed equipment. Motorola will install the new system equipment that is provided in the equipment list. Motorola will ground and bond the site equipment to the ground system, in accordance with the R56 site installation standards. Motorola will remove and dispose of any debris that is a result of the project activities from the site. Motorola will create “As-Built” documentation of the prime site installation for inclusion in the final project documentation. Install Master Site Core Routers and Switching MotorolaRadio System Installation Audit Routing Center at Eagle Mountain in Fort Worth. Motorola will install Simulcast Prime Site MotorolaRadio System Installation Audit Equipment in accordance with the Design Review System Description and Equipment Lists at Colleyville. Simulcast Remote Site Equipment:MotorolaRadio System Installation Audit Motorola will install remote simulcast equipment in accordance with the Design Review System Description and Equipment Lists at Colleyville, Grapevine and Euless. Motorola will install dispatch equipment in MotorolaRadio System Installation Audit accordance with the Design Review System Description and Equipment Lists at Grapevine, Euless, Keller and Bedford Dispatch Centers. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-26 Statement of WorkMotorola Solutions Confidential Restricted Convert 2-Tone Fire Station Alerted Stations to MotorolaRadio System Installation Call Alert at Euless, Bedford and Grapevine. Audit Provide and install the following equipment at NETCOAll Sites: each specified location: Network Demarcation, Network demarcation within 6 feet of switch. Power, Appropriate Proper network interface to connect Cabling, Floor Space, backhaul equipment to existing point of Tower Space presence locations at each of the sites. 24x7 surge protected power at each equipment rack. Wall penetrations, conduit, cable trays and other supporting equipment necessary for the routing of power, grounding and networking cables. Floor space for all equipment racks. Equipment Racks. Tower Space Provision LAN/WAN connectivity from proposed NETCOMCC7100 Installation Audit MCC7100 mobile console locations to one of the two proposed console proxy locations which will be an operational MCC7500 console at Keller and Euless Dispatch Centers. Develop, implement and test MCC7500 CADI NETCO MCC7500 CADI API API. Provide Remote VPN Access with Local NETCOLogging System Installation Audit Administrative rights for installation activities of the Logging System. Extend analog telephony audio logging inputs NETCOLogging System Installation Audit from existing service provider demark to punch block within 10’ of logging recorders. Provision R-SPAN port on each VoIP Call NETCOLogging System Installation Audit Manager switch which forwards all VoIP call traffic audio & extend VoIP Call Manager to Motorola provided Logger. Ensure availability and proper function of any NETCOLogging System data feeds being utilized for capture by the Installation Audit recording system including but not limited to ANI/ALI, Caller ID, CTI, etc. up to and including the demarcation point whether hard point or LAN based. All telephony audio feeds for recording must be NETCOLogging System in two-wire formatInstallation Audit Telephony instruments must be within 1500 feet NETCOLogging System of the switch as defined by cable length.Installation Audit The customer is responsible for providing NETCOLogging System Installation Audit ANI/ALI data to the rear of the NICE Server via RS232 serial cable March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-27 Motorola Solutions Confidential RestrictedStatement of Work Customer is responsible for providing a data NETCOLogging System Installation Audit capture file for ANI/ALI prior to confirmation of ANI/ALI driver operation. Customer supplied replay workstations must NETCOLogging System support the Microsoft .NET infrastructure.Installation Audit Programming of all network switches, routers NETCOLogging System and firewalls are the responsibility of the Installation Audit customer. NICE can provide documentation for network access to recording products as required NICE VoIP supports recording of G711 calls, NETCOLogging System Installation Audit G711 calls compressed to G729A or G723.1 or both in a blended environment. NICE VoIP supports static IP recording in the standard product. Cisco Active VoIP requires the use of these NETCOLogging System Installation Audit specific telephony instruments: 7911G, 7931G, ,7941G, 7941G-GE, 7961G, 7961G-GE, 7970G, and 7971G-GE. The customer is responsible for ensuring that their Cisco technician is present during first day of the recording installation. Logging design assumes NETCO’s network NETCOLogging System utilizes MS TCP/IP, 100BaseT on CAT5 (RJ45 Installation Audit terminated) with LAN/WAN latency less than 30s. Customer does not employ Network Address Translation (NAT) between any of the recording system components when utilizing the Scenario Replay application. NICE recorders and servers require a static IP NETCOLogging System address for each device. The customer will Installation Audit provide one network connection (CAT5/RJ45 cable) for each system component requiring network access. Remove existing Smartnet Infrastructure, Gold MotorolaExisting Equipment Elite Consoles at (3) RF and (4) Dispatch sites. Removals Also existing Mobiles in vehicles where new APX Mobiles willbe installed will be removed. Remove existing Infrastructure, Subscribers, NETCOExisting Equipment Removals Dispatch and other communications equipment not specified as a Motorola responsibility in this SOW. NETCO will sign installation acceptance NETCOSigned Installation Acceptance Documents certificates after inspection and check out of FNE on a site-by-site, system-by-system basis. This task is considered complete when NETCO reviews FNE installations with Motorola and approves by signing the installation check sheets. The installation of each FNE subsystem must be completed for this phase of the project to be considered complete. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-28 Statement of WorkMotorola Solutions Confidential Restricted 4.5.10Subscriber Installation Motorola will install mobileradios in vehicles based on a mutually agreed upon schedule, which is baselined by a requirement that NETCO supply (10) vehicles per day. Assumptions have also been made regarding the numbers of mobiles, portables, flash kits and programming subscribers that can be done in a day. Should these assumptions change, the project schedule may be impacted as well as costs which shall be assumed by NETCO via the change order process. Motorola will perform mobile installs at a designated central NETCO location. NETCO locations for installations must have sufficient space, lighting, heating, adequate shelter, and power. Specific mobile configurations are outlined in the price pages which were developed by input directly from NETCO. There are a combination of dash mount, remote mount and dual control head mobiles in our proposal for NETCO. Existing mobiles will be removed from vehicles where new APX mobiles will be installed. We have included one programming touch for new APX subscribers and two programming touches for existing XTS/XTL subscribers that will be flash upgraded as part of this project. (200) total templates are included in our proposal. The proposed APX4500 Mobiles for Grapevine general availability is expected in Q1 2013 and will be installed, programmed and deployed in that timeframe. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-29 Motorola Solutions Confidential RestrictedStatement of Work Deliver vehicles for mobile radio NETCOVehicles for Installations installation, 10 per day. Motorola will install and program (1 MotorolaMobile Radio Installation and touch) new APX Mobile radios Programming based on Motorola’s Installation Standards. Radios will be installed at a predetermined centralized NETCO location. Motorola willprogram new APX MotorolaProgrammed Portable Radios Portables (one touch), which will be delivered to NETCO for distribution. NETCO will identify locations for Motorola and NETCOControl Station Installation and control station installations. Control Programming station antenna systems are defined by the System Description. Motorola assumes all antennas heights are less than 20-feet above the roof of the building where they will be installed. Deviation from the antenna design may represent a change in scope. NETCO must provide sufficient NETCOVehicle Readiness Confirmation space, power and grounding to install proposed Mobiles and their respective antenna systems into vehicles per Motorola’s installation standards. NETCO will review the work NETCOInstallation Approval performed by Motorola and sign an approval document and release them into use. This task is considered complete when NETCO has reviewed and approved all subscriber installation and programming. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-30 Statement of WorkMotorola Solutions Confidential Restricted 4.5.11Systems Integration andOptimization During this phase of the project, Motorola will configure, optimize, and program all system equipment. Motorola will integrate all of the Motorola provided LMR subsystems as well as integrate NETCO provided subsystems into the communications system. At least one Motorola Systems Technologist will be onsite for this phase and will prepare the system for acceptance testing. The Motorola System Technologist will maintain a punchlist of items that need resolution. NETCO will be responsible for directing the activities of non-Motorola subcontractors and supporting agencies. NETCO is also responsible to coordinate all on-site integration activities including assistance to Motorola for system testing requiring participation from non-Motorola subcontractors. Motorola and NETCO will each ensure that any of their subcontractors perform in accordance with the implementation schedule. Provide and install all communication NETCONETCO Provided Equipment lines and equipment that are not and Interfaces Required for Motorola provided deliverables.Integration Provide all required liaison support with the agencies and vendors required to support the solution. Ensure that the necessary technical support is made available for installation and testing with third party vendors and interfaces. Install, integrate and test the hardware, MotorolaInstallation and Integration of software and interfacesas specified in Equipment the contract. Maintain a punchlist of items that need MotorolaPunchlist Resolution resolution. Manage the resolution of punchlist items. This task is considered complete when the system is ready for acceptance testing. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-31 Motorola Solutions Confidential RestrictedStatement of Work 4.5.12Acceptance Testing Motorola proposes a multi-level acceptance testing procedure. This process provides multiple checkpoints for NETCO to oversee the overall progress that is being made as NETCO implementation progresses. This testing is composed of Equipment Installation Acceptance, Functional Acceptance Tests and Coverage Acceptance Tests. Motorola reserves the right to test each subsystem independently of the other subsystems. Motorola will submit the draft Acceptance Test Plans defined during the Design Review prior to the beginning of Acceptance Testing. Any system testing that NETCO wants performed that is not specified in the ATP section of this proposal must be reviewed by Motorola for feasibility and acceptability. Any additional tests will represent a change in the project’s scope via the change order process. 4.5.12.1Functional Acceptance (Equipment Installation Acceptance) Equipment installations will be inspected to ensure adherence to quality standards. Equipment installation acceptance will occur on a site-by-site, system-by-system basis. Master Site Installation Motorola and Installation Inspection Audit InspectionNETCO Fixed Equipment Motorola and Installation Inspection Audit NETCO Subsystem Installation Inspections Dispatch Site Installation Motorola and Installation Inspection Audit InspectionsNETCO This task is considered complete when the installation inspections are complete and signed off by NETCO and Motorola. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-32 Statement of WorkMotorola Solutions Confidential Restricted 4.5.12.2Performance Tests (Feature Tests) System Performance Acceptance Tests will be performed when the system optimization is complete. The Performance Acceptance Tests verify the functionality tested at Factory Testing. These tests will verify the system operation. Successful completion, with open items, will constitute system acceptance. Final Project Acceptance will be granted when all open items are closed. A complete list of Performance Acceptance Tests is included in this proposal. If deficiencies are found during the testing, both the deficiencies and resolutions to the deficiencies shall be documented and agreed upon. If the documented deficiencies do not prevent productive operational use of the system, as determined by NETCO, then the test will be deemed complete. Motorola will, however, remain responsible for the resolution of the documented deficiencies using a punchlist as a controlling document for resolution planning. Upon completion of the acceptance testing, NETCO will acknowledge system acceptance by signing the System Acceptance document per the terms of the contract. Motorola will perform MotorolaExecution of Performance Acceptance performance ATPs for the Testing communications system. During each test, test results will be recorded for reviewand approval of the test. Upon successful NETCO and Written Approval of Successful MotorolaPerformance Acceptance Testing completion of each Acceptance Test on a system-by-system level, NETCOand Motorola will sign acceptance certificates documenting acceptance. This task is considered complete upon NETCO approval of the Performance Tests. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-33 Motorola Solutions Confidential RestrictedStatement of Work 4.5.12.3Coverage Acceptance Tests Coverage Acceptance Tests will be performed when the RF site and control equipment installations and optimization are complete. The Coverage Acceptance Tests verify the coverage performance of the system, as agreed upon in the Design Review. A detailed Coverage Acceptance Test Plan (CATP) is included in this proposal in Section 3 and defines the scope of the CATP. Our proposal is based on executing a Portable on the Street outdoor coverage test for 97% roundtrip covered area reliability with delivered audio quality (DAQ) of 3.4 at hip level inswivel case with speaker microphone. Motorola will perform Coverage ATPs MotorolaExecution of Coverage NETCO 800 MHz Radio Acceptance Tests Communications System.During each test, test results will be recorded for review and approval of the test. Upon successful completion of each NETCO and Written Approval of Successful MotorolaCoverage Acceptance Testing coverage acceptance test, NETCOand Motorola will sign acceptance certificates documenting acceptance. This task is considered complete upon NETCO approval of the Coverage Acceptance Tests. 4.5.13Training Professional Training is not included in our proposal for NETCO. We have however included online training for “Project 25 System Overview” for (24) seats for NETCO at no cost. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-34 Statement of WorkMotorola Solutions Confidential Restricted 4.5.14Cutover to New System Operations Following the successful completion of the Functional Acceptance Tests, Motorola will cutover users to the new communications system. This phase will follow the approved cutover plan. In developing the cutover plan, Motorola will work with NETCO to develop a transition to the new system that minimizes the operational impact to NETCO. Motorola will review the MotorolaCompleted cutover Checklist communications system acceptance status, cutover plan, and schedule system cutover with NETCO. NETCO will review the cutover NETCOWritten Approval of cutover Check List Checklist and request any modifications for approval. Motorola and NETCO will Motorola and Cutover to New System Operations execute the cutover plan.NETCO Motorola will remove equipment MotorolaEquipment Removal being taken out of service and properly dispose of it. This task is considered complete when users are fully cutover to operation on the new system. 4.5.15System Documentation Motorola provides documentation of the system configurations, physical installation, and system testing. Documentation is created and updated during the project. Electronic versions of custom documentation will be provided both in a viewable format and in the documents standard format. Hard copies are not included in our proposal. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-35 Motorola Solutions Confidential RestrictedStatement of Work 4.5.15.1Design Documentation Motorola will create or update the following standard documents during the design phase: Documentation Index System Description Site Planning and Preparation Manuals Block and level diagrams for system and sites Floor plans for new equipment installed only Radio Communication System Technical Data Coverage maps System Administrator Documentation Installation and Cutover Plan Acceptance test procedures Programming parameters 4.5.15.2Factory Staging Documentation Motorola will create or update the following documents of system staging: Programming templates Interconnection drawings Interconnection charts Manufacturer’s standard operator manuals Re-assembly instructions Interconnection cable description and inventory Printout of equipment parameters Inventory with serial numbers and installation reference Software/firmware version numbers Manufacturer’s standard technical manuals 4.5.15.3System Manual -“As-Built” Documentation Motorola will supply “as-built” documentation for the system. The documentation will consist of: Standard Equipment Manuals System drawings Fixed Equipment Documentation Plan and elevation views of the new equipment installation at the radio site: Equipment inter-cabling diagrams for each site Demarcation wiring lists Programming and level setting data sheets Equipment by site: Key access procedures Site inventory lists Remote sign-on procedures and passwords Software versions and equipment wiring by equipment site Radio Licenses Field ATP test sheets and results CATP test sheets and results R56 site audit Warranty information Service Provider Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-36 Statement of WorkMotorola Solutions Confidential Restricted 4.5.16Project Finalization The finalization phase of the project consists of ensuring that all criteria for Final Project Completion have been met. Motorola will resolve punchlist MotorolaApproved Punchlist Resolution items documented at System Acceptance. Motorola will ensure that the project MotorolaService Transition Certificate and team and the Service organization Customer Support Plan work closely together to provide a seamless transition to the warranty phase of the project. All documents listed in System MotorolaSystem Manual – “As-Built” Manual – “As-Built” Documentation Documents Section will be submitted, as they become ready. Final approvals of all System NETCOWritten Approval Statements Manual – “As-Built” Documents. NETCO will acknowledge Final NETCOSigned Final Acceptance Documents Project Completion upon completion of the criteria for Final Project Completion for the communications system. This task is considered complete when NETCO and Motorola have signed the Final Project Completion certificate, representing the completion of the system and acknowledgement of system acceptance as described in the Acceptance Test Plan. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 4-37 Motorola Solutions Confidential RestrictedStatement of Work 4.5.17Warranty Period The services provided through the system warranty are delivered in this phase of the project. Warranty is described in Exhibit D of our Communication System Agreement. Warranty Transition Motorola/NETCOAgreed Warranty Start Date Certificate Documented Customer Motorola/NETCOAgreed upon service procedures and Support Planexpectations document This task is considered complete when the warranty period expires. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 4-38 Statement of WorkMotorola Solutions Confidential Restricted SECTION 5 PROJECT SCHEDULE The Project Schedule is included on the following pages. March 26, 2012Use or disclosure of this proposal is subject to the restrictions on the cover page. 5-1 Motorola Solutions Confidential RestrictedProject Schedule This page intentionally left blank. 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UNF UoF - W_ wa0- ErEEO. m _ me o " Q o Ewo5 c F Q N N u o SECTION 6 WARRANTY AND MAINTENANCE PLAN 6.1WARRANTY AND MAINTENANCE OVERVIEW Motorola’s service delivery process combines state-of- the-art diagnostic tools, Designed to detect and with an industry best field support and management process that provides our restore issues before they customers with a service support package that is second to none in the mission occur critical communications industry. Our support systems are designed to detect 24x7x365 (800) call center system issues before they occur and proactively take the steps necessary to with Case Management restore a system to normal operation quickly and efficiently. Our case State of the art diagnostic management and escalation process is designed to ensure that all cases are tools managed successfully and that the appropriate resource is assigned when Industry best field support necessary. team We are pleased to offer NETCO a warranty and maintenance support program that combines the services provided by Motorola’s Systems Support Center with those delivered by our dedicated field support team. Motorola’s field support team led by our customer support manager will be responsible for planning and coordination of all service delivery. Our Dallas-based customer support manager will work with our Premier Service Partner (PSP), DFW Communications, to provide ongoing maintenance and operations support for the P25 system. Being a Motorola PSP represents the greatest level of Motorola/Service agreement and interdependence. Motorola Servicers who attain this level have demonstrated consistent capabilities in performance, personnel and commitment to Motorola products and services. We look forward to a continued and successful relationship with NETCO. Motorola will continue to push the envelope and bring new and innovative products to our mission critical customer base. Our Systems Support Center (SSC) is an ISO-9001 certified Network Operations Center(NOC); our premier service partners now comply with ISO-9001 service delivery procedures; and our field technicians undergo a strict testing, certification and training regimen that far exceeds any other service provider in the industry. NETCO can be confident that Motorola will continue to be a trusted and loyal partner every step of the way. From the initial system purchase, through migratory future upgrades, Motorola will continue to deliver a service support product that is distinguished and unique, and one that only Motorola with its tools,processes, and innovative service support packages can provide. March 26, 2012Use or disclosureof this proposal is subject to the restrictions on the cover page. 6-1 Motorola Solutions Confidential RestrictedWarranty and Maintenance Plan 6.2WARRANTY AND MAINTENANCE SUPPORT Starting on the date of system acceptance or beneficial use, whichever occurs first, Motorola will provide a one-year warranty program on all new equipment 7x24 Network and Security provided with our proposal. The program is customized to provide a Monitoring comprehensive set of services designed to keep the P25 system operating at 7x24 Technical Support peak performance. The plan combines internal services, delivered through Software Maintenance Motorola’s Systems Support Center (SSC), with field services and procedures Support that are specifically designed for the NETCO P25 system. Our warranty and Infrastructure and maintenance support program combines traditional break/fix services, such as Subscriber Repair infrastructure board repair and 7x24 on-site technician support,withpreemptive 7x24 Onsite Support support services such as infrastructure preventative maintenance and 7x24 Delivered through DFW network monitoring. The warranty and maintenance program is designed to Communications detect and preventsystem issues before they occurand keep the P25 system Support package designed to operating at peak performance. Detect and Prevent system issues before they occur. 6.2.1System Support Center Services 6.2.2Overview The SSC is the heart of Motorola’s central support operations. Motorola continues to invest a significant amount of time and resources to develop new processes and tools design to enhance the service delivery process. The toll free call center, located at the SSC, will handle your incoming service request and manage each case from inception to closure, keeping you informed each step of the way. Our Dispatch and Case Management team works hand-in-hand with our Network Operations Center (NOC) and our internal Engineering and Technical Support teams. If a system alarm is detected at the NOC, the team will evaluate the issue and notify our Dispatch Operations Team that a system alarm is active on the NETCO P25 system. The NOC technician will continue to monitor and evaluate the alarm condition until the issue is resolved. Our diagnostic tools allow us to detect whether the alarm condition is a result of the P25 infrastructure or a change in the site/environment conditions reported through the Moscad alarm network. This level of integration allows Motorola to take a global perspective of the alarm condition and pinpoint the problem quickly and effectively, often before the issue is detected in the field. This, in turn, allows our field support teams to restore the system quickly and effectively. Motorola’s NOC also becomes an invaluable tool during times of crisis and impeding weather conditions. With Motorola’s integrated network monitoring service, NETCO will know the status of the P25 and microwave system, the sites, the generators and UPS equipment before, during, and after incumbent weather condition. With the aid of Network Monitoring Service, NETCO can see where the storm condition is negatively impacting performance of the P25 system and help NETCO effective manage the response and restorations efforts. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 6-2 Warranty and Maintenance PlanMotorola Solutions Confidential Restricted 6.2.3Dispatch and Case Management The front-end call process begins with a customer-sourced notification(see Figure 6-1) it could be an automatic alarm received at the NOC, or a scheduled Case Management system preventive maintenance. Once the notification is receivedthe call center Case Escalation operations personnel assigns a case number to the incident. The case manager Toll Free Call Center responsible for tracking the case activity will use customer-specific information Motorola Online (MOL) to determine the escalation and notification procedures. This person will oversee Web all aspects of the event and case management.Case notes are updated continuously throughout the repair process to ensure that all parties involved in the repair and restoration process understand the steps taken by field and the SSC personnel.All cases are managed to completionand case notes are available to Motorola customers via Motorola Online (MOL) web access. March 26, 2012Use or disclosureof this proposal is subject to the restrictions on the cover page. 6-3 Motorola Solutions Confidential RestrictedWarranty and Maintenance Plan 6.2.4Technical Support Operations Once a trouble call is received, the SSC team immediately begins diagnosis of the event by interrogating the system, running appropriate diagnostics, Remote restoration and characterizing the problemand remotely restoring the affected device or diagnostic support subsystem. If a remote fix is not possible, the SSC will dispatch DFW Integrated with Network Communications to the site in question and notify the customer to the Operations Center developments as necessary. The field technician contacts the SSC diagnostic Visibility to hundreds of team to obtain the current status, available diagnostic results, and the current cases worldwide assessment of the issue. Average 10 to 15 years experience working with During the troubleshooting and restoration process, our Technical Support team complexcommunications systems provides centralized remote telephone support for technical issues that require a high level of expertise or troubleshooting. The SSC technical support operations team is staffed with experienced and degreed technologists who have attained industry-standard networking certifications and technology specialization. With an average of 10 to 15 years of experience working withcomplex mission critical communications systems, the technologists work closely with the field service support team to ensure rapid resolution and closure of all network issues. Technical Support is available 24 hours per day, 7 days per week and 365 days per year. 6.2.5Network and Security Monitoring Motorola’s NOC is the heart of the SSC. The NETCO P25 radio Integrated monitoring of communications system will be monitored 24 hours per day and 7 days per P25 system and Site week. The system is proactively and continuously monitored for activities and alarms events. An event, once detected, isforwarded to the SSC where highly trained Manned 7x24 operations system technologistsacknowledge the event, run available diagnostic routines, Advanced filtering and and initiate the appropriate response. Motorola’s enterprise-oriented system diagnostics tools supervisory tools provide a complete view of the status of the system, and are Continuous monitoring configured to monitor all Motorola-supplied network equipment. Once an event through final resolution or activity is received, at the NOC, the system technologist will forward the incident to dispatch operations team, and place the incident in ‘high priority’ status. The system is continuously monitored in ‘high priority’ status throughout the troubleshooting and repair process. Event records are cleared and returned to ‘normal’ status when the field technician notifies the NOC that a resolution is in place. 6.2.6Security Update Service Commercial security software updates are often not designed without RF systems in mind and could cause inadvertent harm to your radio network, disrupting mission-critical communications and putting your first responders and citizens at risk. Motorola’s Security Update Service (SUS) assures that commercial anti-virus definitions, operating system software patches, and Intrusion Detection Sensor signature files are compatible with your ASTRO 25 network and do not interfere with network functionality. Our expert network security technologists analyze, perform testing, and validate the latest security software updates in a dedicated test lab. We also provide continuous monitoring of updates to provide you regular electronic updates upon completion of successful testing. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 6-4 Warranty and Maintenance PlanMotorola Solutions Confidential Restricted 6.2.7Summary As technology continues to evolve, NETCO can be confident that Motorola will also continue to improve on the services and processes delivered by the Systems Support Center. Motorola understands, that as a service provider for mission critical users, NETCO has an enormous responsibility to provide its’ user community with the best performing communications system possible. This is why our internal delivery processes and services are continuously reviewed for process improvements. Motorola’s Systems Support Center, is today, and will continue to be, a critical and invaluable piece of the overall service support structure. 6.3FIELD RESPONSE SERVICES 6.3.1OnSite Infrastructure Response Motorola will partner with DFW Communications Inc. to provide Onsite Infrastructure Response for all issues related to the P25 system.With multiple locations throughout the Dallas-Ft. Worth area, DFW Communications, Inc. has been in business for over 15 years maintaining mission critical communications systems. NETCO can be confident knowing that they are in business with a trusted and loyal partner, who has a proven track record, and will be there every step of the way working to keep the communications system operating at peak performance. DFW will be onsite for all Severity Level 1, major system issues, within 4 hours of notifications. Upon site arrival, the field technician notifies the SSC for tracking and notification purposes and begins to work on the issue. The field technician will review the case notes, generated by the NOC, to determine the status of the issue. Our team at the NOC will work hand in hand with the field technician until the issue is resolved and the system is restored to normal operations. The malfunctioning unit is shipped to Motorola’s infrastructure repair depot where it is repaired down to the component level and returned to NETCO’sspares inventory. 6.3.2Infrastructure Board Repair with Advanced Replacement Infrastructure Repair with our Advanced Replacement upgrade supplements your spares inventory with Motorola’s centralized inventory of critical equipment. When available, Motorola will provide Customer with an Advanced Replacement unit(s) within 24 hours in exchange for Customer’s malfunctioning equipment. Upon receipt of the malfunctioning unit, Motorola repairs the unit and replaces it in our centralized inventory. Repair management is handled through a central location eliminating the need to send equipment to multiple locations. Comprehensive test labs can replicate the network in order to reproduce and analyze the issue. State-of-the-art repair tools enable Motorola’s technicians to troubleshoot, analyze, test,and restore the equipment to the original performance specifications. March 26, 2012Use or disclosureof this proposal is subject to the restrictions on the cover page. 6-5 Motorola Solutions Confidential RestrictedWarranty and Maintenance Plan 6.3.3Infrastructure Preventative Maintenance Network Preventative Maintenance service provides a scheduled operational test and alignment of the P25 infrastructure equipment. The purpose of preventive maintenance testing is to ensure that all equipment meets original manufacturer specificationsand to confirm that all critical subsystems in the network are fully operational. The preventative maintenance checkcan help identify faulty system and sub-system components, such as base stations, antennas, generators and UPS equipment, which can lead to major site or system outages if left unchecked. The annual Preventative Maintenance check is a critical part of the overall service support plan. Our field support team will work with the NETCO to ensure the test is scheduled and executed in cooperation with NETCO. Upon completion, test results will be submitted to NETCO and kept as part of the ongoing maintenance records for the system. Preventative Maintenance testing is performed once during the warranty year and scheduled through the Dispatch Operations Team at the Systems Support Center. 6.3.4Local Support Service Motorola will utilize DFW Communications to perform ‘first echelon’ local support service for the proposed subscriber equipment. Local support service will be performed at DFW Communications, during standard business hours. If the unit has an external defect or can be restored without opening the radio case, it will be restored and returned to the Customer. If the unit has an internal defect or is not serviceable without opening the radio case the equipment will be sent to Motorola’s central repair depot for board level repair and alignment. Motorola’s proposal includes three years of local subscriber support; one (1) year of warranty plus an additional two (2) years of maintenance. 6.3.5Radio Repair Service Motorola’s Radio Support Center will provide board or component level repair for all portable and mobile radio equipment provided with this proposal. The repair center tests and repairs malfunctioning radios down to the component level utilizing state-of-the-art test equipment. Once the repair is completed, the repair facility will upgrade all firmware to the latest release for each individual product line and reprogram the equipment to original operating parameters based on the customer’s programming template. Repaired units will be returned to DFW Communications for submittal to the Customer. Motorola’s proposal includes three (3) years of radio repair service. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 6-6 Warranty and Maintenance PlanMotorola Solutions Confidential Restricted 6.4LIFECYCLE SUPPORT 6.4.1Lifecycle Product Portfolio for Technology Refresh and Security Services To address technology refresh and security services, Motorola provides periodic software updates that are aligned with OEM update schedules and planned Motorola system enhancement timelines. Additionally, Motorola integrates hardware updates that are aligned with OEM cancellations and technology advancements. All system updates are pre-tested and certified in a systems integration test lab to ensure the transition between releases can be executed with the least amount of interruption to the system operation. Motorola’s proposal includes the software, hardware refresh and implementation services necessary to install one (1) system release upgrade during the warranty support period; when and if the upgrade is made available. The system upgrade will keep the NETCO system at a common system platform with the City of Ft. Worth P25 system and must be done in conjunction with the City of Ft. Worth system release upgrade.Following is a brief description of Motorola’s Lifecycle Support Products. 6.4.1.1Software Maintenance Agreement (SMA) Overview Due to normal advancements in technology, individual components within the ASTRO 25 platform will require periodic update and replacement to mitigate network vulnerabilities and address technology obsolescence. The Motorola Software Maintenance Agreement complements the lifecycle of the ASTRO 25 system by providing periodic software updates which safeguard and enhance the operation, and extend the lifespan of the ASTRO 25 system. SMA provides system release software for Motorola and third-party infrastructure products, radio subscriber units (if purchased), product programming software as well as commercial OS patch updates. Additionally, Motorola integrates all third-party OEM updates and pre-tests and certifies functionality and compatibility, mitigating risk of interference to the system operation. Updated commercial and open source software incorporates the latest advancements in third-party technology and provides improvement in network security. Regular updates ensure commercial software remains within the OEM support coverage and may provide operational enhancements of previously purchased features. SMA not only provides a simple approach to updating the system, but owners can also realize up to 80% cost savings compared to individual procurement of software updates. The fixed price annual subscription also provides an approach for consistent budget planning and cost containment against unexpected changes. SMA is a flexible lifecycle management solution that allows the system owner to implement updates on their own schedule and incur hardware and implementation services expense at the time of upgrade. Minor releases may include commercial OS and application security updates, patches and service pack updates for Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Major releases include commercial OS and application software updates as well as Motorola system release software to improve the system functionality and operation from previous releases as well as significant new feature enhancements that are available for purchase. March 26, 2012Use or disclosureof this proposal is subject to the restrictions on the cover page. 6-7 Motorola Solutions Confidential RestrictedWarranty and Maintenance Plan 6.4.1.2System Upgrade Agreement (SUA) Overview Modern LMR systems are specialized Information Technology (IT) networks that are a hybrid composition of commercial off-the-shelf IT components, specialized Radio Frequency (RF) components and software designed to comply with standards-based specifications. To ensure the highest level of operation, allow for system expansion, provide maximum lifespan and protect the initial investment, regular update and replacement of individual software and hardware components is required. The Motorola System Upgrade Agreement is a comprehensive approach to technology refreshment of the ASTRO 25 system aligned with the Motorola lifecycle roadmap. The SUA isa complete package of hardware, software and implementation services required to update the ASTRO 25 system on an annual basis to a level consistent the latest systems leaving the factory. Updates to OEM components ensure availability of repair services support and may also provide increased capacity and processing speed. Regular updates enable system expansion (i.e. expansion of RF sites, dispatch positions, data sub-systems, network management positions, etc.). Professional implementation services guarantee live system upgrades are performed with minimal interruption to system operation with minimal reliance on owner resources. SUA ensures the ASTRO 25 system functions at the highest level of operation, allows for expansion and feature enhancement and maximizes the lifespan of the investment. As listed below, the SUA provides the same minor and major releases included in a Software Maintenance Agreement (SMA), but builds upon the SMA by providing hardware and integration labor. The SUA program includes: Minor releases, which may include commercial OS and application security updates, patches and service pack updates for Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Major releases,whichinclude commercial OS and application software updates as well as Motorola system release software to improve the system functionality and operation from previous releases as well as significant new feature enhancements that are available for purchase. Hardware refresh, which includes version updates and/or replacements for Motorola FRU and third-party networking and computing hardware. Implementation services, which include all in-house and on-site resources to implement and testmajor release update. Motorola has included one SUA program to be implemented during the first year warranty period of the new ASTRO 25 system. The intent is to provide hardware, labor and software necessary to perform the upgrade in keeping with the upgrade path of the City of Fort Worth ASTRO 25 core. Motorola will work in concert with the City of Fort Worth and NETCO, monitoring the implementation time-line of both entities, to ensure a synchronized plan that results in the migration to the same system release version for both entities. Since there is only one upgrade provided during the warranty period, it is important that NETCO abide by the pricing terms, contract execution date, project start date and anticipated warranty start date (as set forth in the enclosed project schedule). As shown in the enclosed schedule, based on a June 2012 contract start date, the cutover of the new system will occur during the fourth quarter of 2013, thus establishing the start of the warranty period, which will extend to the fourth quarter of 2014. This resonates with the anticipated upgrade time-frame of the Fort Worth core to version 7.15 and represents the synchronization and merging of the Fort Worth and NETCO upgrade paths. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 6-8 Warranty and Maintenance PlanMotorola Solutions Confidential Restricted Motorola has developed optional pricing for post-warranty SUA programs known as SUA II, which establishes an upgrade to occur every two years. This is also in keeping with the planned Fort Worth core upgrade path and contingent upon maintaining the proposed version 7.15 migration path described above. A detailed statement of work describing the scope of the SUA and SUA II programs including Motorola and customer responsibilities and exclusions is included in the System Purchase Agreement. 6.5EXISTING MAINTENANCEAGREEMENT AND OTHER CONSIDERATIONS The warranty support plan outlined in this document will cover the new equipment provided by Motorola in our proposal. Motorola’s proposal does not include coverage for existing equipment or managed services currently provided by Motorola to NETCO. The following is a list of assumptions and considerations in development of Motorola’s proposal: 1.The service support plan outlined in this document will provide warranty services for one (1) year, from acceptance or beneficial use, whichever occurs first, for the proposed new ASTRO 25 system. 2.Motorola’s proposal does not include maintenance support coverage for proposed hardware and software beyond the one (1) year warranty period. 3.Motorola’s proposal does not include maintenance coverage for existing customer owned equipment or system manager services. Maintenance coverage for existing equipment and system manager services, currently provided by Motorola, will remain on a separate maintenance agreement and modified to include system manager services for the new ASTRO 25 system, if desired by NETCO, after developing the scope of Motorola and NETCO responsibilities thereof. 4.Motorola will work with NETCO to modify existing maintenance agreement and address changes to system configuration and/or services, as necessary. 5.Support services will be provided based on the warranty terms and conditions defined in Motorola’s proposal and the System PurchaseAgreement (SPA) included in our proposal for the new ASTRO 25 system only. March 26, 2012Use or disclosureof this proposal is subject to the restrictions on the cover page. 6-9 Motorola Solutions Confidential RestrictedWarranty and Maintenance Plan This page intentionally left blank. Use or disclosure of this proposal is subjectNortheast Tarrant County Organization (NETCO) -City of Southlake, Texas to the restrictions on the section cover page. 6-10 Warranty and Maintenance PlanMotorola Solutions Confidential Restricted SECTION 7 PRICING SUMMARY 7.1SOUTHLAKE OVERALL PRICING SUMMARY The Infrastructure, Installation, Civil and Site Development, System Integration and Subscribers summary is shown below. Proposal Pricing is based on a specific design and scope of services which will be detailed in our final proposal verbiage. Í±«¬¸´¿µ»Í«³³¿®§ ×²º®¿¬®«½¬«®»ôÍ«¾½®·¾»®¿²¼Í§¬»³×²¬»¹®¿¬·±² ×¬»³Ü»½®·°¬·±²ØÙßÝÐ®·½·²¹Ú±®¬É±®¬¸Ð®·½·²¹ ïÍ±«¬¸´¿µ»×²º®¿¬®«½¬«®»úÍ§¬»³×²¬»¹®¿¬·±²Ð±®¬·±²ïñê±º¬±¬¿´üéðèôëìíòééüêììôðêêòîè îÍ±«¬¸´¿µ»Ú´¿¸¿²¼ßÐÈÍ«¾½®·¾»®üîçðôèìêòììüîðçôîëèòïê öÍÇÍÌÛÓÌÑÌßÔÞÛÚÑÎÛ×ÒÝÛÒÌ×ÊÛÍ üçççôíçðòîð ö×²½»²¬·ª»¾¿»¼±²¬¸»°»½·º·½¯«¿²¬·¬·»¿²¼¬§°»±º»¯«·°³»²¬°®±°±»¼¿²¼½¸¿²¹»¬±½±°»©·´´ ®»«´¬·²³±¼·º·½¿¬·±²¬±±ºº»®»¼·²½»²¬·ª»òÌ¸®±«¹¸¿²¼·²½´«¼·²¹Ü»½»³¾»®íïôîðïìôÓ±¬±®±´¿¸¿´´ ±ºº»®¿¼¼·¬·±²¿´»¯«·°³»²¬¬±¬¸»Ý·¬§¿¬ØÙßÝ°®·½·²¹©·¬¸¬¸»º±´´±©·²¹æøï÷¿²¿¼¼·¬·±²¿´çòïðû ¼·½±«²¬±²·²º®¿¬®«½¬«®»ô½·ª·´©±®µô§¬»³»®ª·½»ô¿²¼«¾½®·¾»®¿½½»±®·»ô¿²¼øî÷¿²¿¼¼·¬·±²¿´ íìòïìû¼·½±«²¬±²¿´´ßÐÈêðððôßÐÈêëððôßÐÈéðððôßÐÈéëððôÈÌÍô¿²¼ÈÌÔ«¾½®·¾»®«²·¬¿²¼º´¿¸ µ·¬òÌ¸·°®·½·²¹¼±»²±¬·²½´«¼»¿²§ÔÌÛ»¯«·°³»²¬òÒ±±¬¸»®°®±³±¬·±²¿°°´§ò×º¿¬¸·®¼°¿®¬§»²¬»® ·²¬±¿©®·¬¬»²¿¹®»»³»²¬©·¬¸Ð«®½¸¿»®¬±«»¬¸»Í§¬»³º±®¬¸»ªÃYÅ°®·³¿®§°«¾´·½¿º»¬§ ½±³³«²·½¿¬·±²²»»¼¢Â¼ÆÃÐ¿®¬§¸Á¡Ë¬¸»Ì¸·®¼Ð¿®¬§Ë»®©·´´¾»»²¬·¬´»¼¬±°®·½·²¹¿»¬º±®¬¸·² ¬¸»Í»½¬·±²êøÙ÷º±®»¯«·°³»²¬¬±¾»«»¼°®·³¿®·´§±²¬¸»Í§¬»³º±®¿°»®·±¼±º¬·³»»²¼·²¹±²Ö«²»îçô îðïîòÚ®±³Ö«²»íðôîðïî¬¸®±«¹¸¿²¼·²½´«¼·²¹Ü»½»³¾»®íïôîðïìôÌ¸·®¼Ð¿®¬§Ë»®©·´´¾»»²¬·¬´»¼¬± ¬¸»º±´´±©·²¹°®·½·²¹æØÙßÝ°®·½·²¹©·¬¸¬¸»º±´´±©·²¹øï÷¿²¿¼¼·¬·±²¿´çòïðû±²·²º®¿¬®«½¬«®»ô½·ª·´ ©±®µô§¬»³»®ª·½»ô¿²¼«¾½®·¾»®¿½½»±®·»ô¿²¼øî÷¿²¿¼¼·¬·±²¿´îðòðû¼·½±«²¬±²¿´´ßÐÈêðððô ßÐÈêëððôßÐÈéðððôßÐÈéëððôÈÌÍô¿²¼ÈÌÔ«¾½®·¾»®«²·¬¿²¼º´¿¸µ·¬òÌ¸·®¼Ð¿®¬§Ë»®©·´´¾» ®»¯«·®»¼¬±»²¬»®·²¬±¿½±²¬®¿½¬©·¬¸Ó±¬±®±´¿«¾¬¿²¬·¿´´§·³·´¿®¬±¬¸»¬»®³·²¬¸·ß¹®»»³»²¬©·¬¸ ¿¼¶«¬³»²¬¼»°»²¼·²¹«°±²·º¬¸»°«®½¸¿»©·´´¾»»¯«·°³»²¬±²´§±®¿²¿¼¼±²¬±¬¸»Í§¬»³ò Ð®±°±¿´¿²¼ß¼¼±² ×²½»²¬·ª»º±®Ú±®¬É±®¬¸¿²¼ Ð®·³¿®§Ë»®üøïìêôðêëòéê÷ ÌÑÌßÔÍÇÍÌÛÓÝÑÍÌßÚÌÛÎ×ÒÝÛÒÌ×ÊÛÍÐ®·½»Ê¿´·¼·¬§Ö«²»îç¬¸ôüèëíôíîìòìì îðïîº±®Ð®±°±¿´Ð®·½·²¹¿²¼ ¿´´×²½»²¬·ª»Ñºº»®»¼ March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 7-1 Motorola Solutions Confidential RestrictedPricing Summary 7.2SOUTHLAKE SUBSCRIBERS DETAILED PRICING TABLES The Subscriber price tables for each agency are shown below. Í±«¬¸´¿µ»Í«¾½®·¾»® ßÐÈÍ«¾½®·¾»®¿²¼Ú´¿¸Õ·¬Ë°¹®¿¼»¬±Ðîëô×²¬»¹®¿¬»¼Ê±·½»úÜ¿¬¿ø×ÊúÜ÷¿²¼Ð®±¹®¿³³·²¹±ª»®ÐîëøÐÑÐîë÷ Ú±®¬É±®¬¸ Ï«¿²¬·¬§Ü»°¿®¬³»²¬Ü»½®·°¬·±²ØÙßÝÛ¨¬»²¼»¼Ð®·½»×²½»²¬·ª»ß°°´·»¼ Í±«¬¸´¿µ»Ð±´·½»Ü»°¿®¬³»²¬øÐÜ÷ çðÐÜÚ´¿¸Õ·¬øé÷ÈÌÍëðððÚ´¿¸Ë°¹®¿¼»ôøèí÷×ÊúÜñÐÑÐîëÚ´¿¸»±²´§üîèôìðìòððüïèôéðêòèé ïÐÜßÐÈÎ¿¼·±ßÐÈêðððÓ±¼»´îòëÐ±®¬¿¾´»©·¬¸·²¹´»«²·¬½¸¿®¹»®üíôéçêòððüîôëððòðë çðÐÜÚ´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üçôèïèòïèüèôçîìòéí çðÐÜÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üïêôíêíòêìüïìôèéìòëë ïÐÜÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³ßÐÈÍ«¾½®·¾»®ï¨Ì±«½¸üçðòçïüèîòêì Ð±´·½»Ü»°¿®¬³»²¬Ì±¬¿´üëèôìéîòéíüìëôðèèòèí Í±«¬¸´¿µ»Ú·®»Ü»°¿®¬³»²¬øÚÜ÷ ïÚÜÚ´¿¸Õ·¬ÈÌÍîëððÚ´¿¸Ë°¹®¿¼»üçéîòððüêìðòïê ëÚÜÚ´¿¸Õ·¬ÈÌÔîëððÚ´¿¸Ë°¹®¿¼»©·¬¸Î»¾¿²¼·²¹«°¹®¿¼»üêôíêðòððüìôïèèòéð ìéÚÜÚ´¿¸Õ·¬ÈÌÍëðððÚ´¿¸Ë°¹®¿¼»üëêôçêìòððüíéôëïêòìç èÚÜÚ´¿¸Õ·¬ÈÌÔëðððÚ´¿¸Ë°çôêçêòððüêôíèëòéç ¹®¿¼»ü îÚÜÚ´¿¸Õ·¬ÈÌÔëðððÝ±²±´»¬¬»Ú´¿¸Ë°¹®¿¼»üîôìîìòððüïôëçêòìë íÚÜßÐÈÎ¿¼·±ßÐÈéðððÚ´¿¸Ë°¹®¿¼»üîôìððòððüïôëèðòêì ëÚÜßÐÈÎ¿¼·±ßÐÈêëððÓ±¾·´»Î»³±¬»Ó±«²¬ôðëÝ±²¬®±´Ø»¿¼ôí¼Þß²¬»²²¿üîðôçíçòìðüïíôéçðòêç ïÚÜßÐÈÎ¿¼·±ßÐÈéëððÝ±²±´»¬¬»üêôîððòìðüìôðèíòëè íÚÜßÐÈÎ¿¼·±ßÐÈêðððÐ±®¬¿¾´»©·¬¸ÎÍÓôÍ·²¹´»Ý¸¿®¹»®¿²¼ÚÓÞ¿¬¬»®§üïîôêèìòððüèôíëíòêè êêÚÜÚ´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üéôîððòððüêôëììòèð êêÚÜÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üïîôðððòððüïðôçðèòðð çÚÜÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³ßÐÈÍ«¾½®·¾»®ï¨Ì±«½¸üèïèòïèüéìíòéí ëÚÜ×²¬¿´´Ô¿¾±®×²¬¿´´ÚÜÎ»³±¬»Ó±«²¬Ó±¾·´»üíôìðçòðçüíôðçèòèê ïÚÜ×²¬¿´´Ô¿¾±®×²¬¿´´ßÐÈÝ±²¬®±´Í¬¿¬·±²ô²±¿²¬»²²¿§¬»³üçðçòðçüèîêòíê Ú·®»Ü»°¿®¬³»²¬Ì±¬¿´üïìîôçéêòïêüïððôîëéòçí Í±«¬¸´¿µ»Ý±³³«²·¬§Í»®ª·½»øÝÍ÷Ü»°¿®¬³»²¬ ïîÝÍÚ´¿¸Õ·¬ÈÌÍïëððÚ´¿¸Ë°¹®¿¼»üíôèìðòððüîôëîçòðî ïîÝÍÚ´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üïôíðçòðçüïôïèçòçê ïîÝÍÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üîôïèïòèîüïôçèíòîé Ý±³³«²·¬§Í»®ª·½»Ì±¬¿´üéôííðòçïüëôéðîòîê Í±«¬¸´¿µ»Ý±¼»Ü»°¿®¬³»²¬ îÝ±¼»Ú´¿¸Õ·¬ÈÌÍîëððÚ´¿¸Ë°¹®¿¼»üïôçììòððüïôîèðòíî îÝ±¼»Ú´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üîïèòïèüïçèòíí îÝ±¼»Ð®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üíêíòêìüííðòëë Ý±¼»Ü»°¿®¬³»²¬Ì±¬¿´üîôëîëòèîüïôèðçòïç Í±«¬¸´¿µ»Ý±²¬®±´Í¬¿¬·±² ïìÝÍÚ´¿¸Õ·¬ÈÌÍîëððÚ´¿¸Ë°¹®¿¼»×ÊúÜñÐÑÐîë±²´§üíôíêðòððüîôîïîòçð ïìÝÍÚ´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üïôëîéòîéüïôíèèòîç ïìÝÍÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üîôëìëòìëüîôíïíòèî Ý±²¬®±´Í¬¿¬·±²Ü»°¿®¬³»²¬Ì±¬¿´üéôìíîòéíüëôçïëòðï Í±«¬¸´¿µ»Í»©»®Ü»°¿®¬³»²¬ îÍ»©»®Ú´¿¸Õ·¬ÈÌÍîëððÚ´¿¸Ë°¹®¿¼»üïôçììòððüïôîèðòíî îÍ»©»®Ú´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üîïèòïèüïçèòíí îÍ»©»®Ð®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üíêíòêìüííðòëë Í»©»®Ü»°¿®¬³»²¬Ì±¬¿´üîôëîëòèîüïôèðçòïç Í±«¬¸´¿µ»Í¬®»»¬Ü»°¿®¬³»²¬ éÍ¬®»»¬Ú´¿¸Õ·¬øí÷ÈÌÍîëððÚ´¿¸Ë°¹®¿¼»¿²¼øì÷ÈÌÍîëðð×ÊúÜñÐÑÐîëÚ´¿¸üíôèéêòððüîôëëîòéí Ë°¹®¿¼»±²´§ éÍ¬®»»¬Ú´¿¸Õ·¬ÈÌÔîëððÚ´¿¸Ë°¹®¿¼»üêôêêìòððüìôíèèòçï íÍ¬®»»¬ßÐÈÎ¿¼·±ßÐÈêëððÓ±¾·´»Ü¿¸Ó±«²¬ôðëÝ±²¬®±´Ø»¿¼ôí¼Þß²¬»²²¿üïîôîííòìðüèôðëêòçî ïìÍ¬®»»¬Ú´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üïôëîéòîéüïôíèèòîç ïìÍ¬®»»¬Ð®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üîôëìëòìëüîôíïíòèî íÍ¬®»»¬Ð®±¹®¿³Ô¿¾±®Ð®±¹®¿³ßÐÈÍ«¾½®·¾»®ï¨Ì±«½¸üîéîòéíüîìéòçï íÍ¬®»»¬×²¬¿´´Ô¿¾±®×²¬¿´´Í¬®»»¬Ü¿¸Ó±«²¬Ó±¾·´»üéëðòððüêèïòéë Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 7-2 Pricing SummaryMotorola Solutions Confidential Restricted Í¬®»»¬Ü»°¿®¬³»²¬Ì±¬¿´üîéôèêèòèëüïçôêíðòíí Í±«¬¸´¿µ»É¿¬»®Ü»°¿®¬³»²¬ ïïÉ¿¬»®Ú´¿¸Õ·¬øé÷ÈÌÍîëðð×ÊúÜñÐÑÐîëÚ´¿¸±²´§¿²¼øì÷ÈÌÍîëðð×ÊúÜñÐÑÐîëüëôëêèòððüíôêêéòðè Ú´¿¸Ë°¹®¿¼»±²´§ êÉ¿¬»®Ú´¿¸Õ·¬ÈÌÔîëððÚ´¿¸Ë°¹®¿¼»üëôéïîòððüíôéêïòçî ìÉ¿¬»®ßÐÈÎ¿¼·±ßÐÈêðððÓ±¼»´îòëÐ±®¬¿¾´»ô²±¿½½»±®·»üïìôéèìòððüçôéíêòéì îÉ¿¬»®ßÐÈÎ¿¼·±ßÐÈêëððÓ±¾·´»Ü¿¸Ó±«²¬ôðëÝ±²¬®±´Ø»¿¼ôí¼Þß²¬»²²¿üèôïëëòêðüëôíéïòîè ïéÉ¿¬»®Ú´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üïôèëìòëëüïôêèëòéè ïéÉ¿¬»®Ð®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üíôðçðòçïüîôèðçòêì êÉ¿¬»®Ð®±¹®¿³Ô¿¾±®Ð®±¹®¿³ßÐÈÍ«¾½®·¾»®ï¨Ì±«½¸üëìëòìëüìçëòèî îÉ¿¬»®×²¬¿´´Ô¿¾±®×²¬¿´´Í¬®»»¬Ü¿¸Ó±«²¬Ó±¾·´»üëððòððüìëìòëð É¿¬»®Ü»°¿®¬³»²¬Ì±¬¿´üìðôîïðòëïüîéôçèîòéê Í±«¬¸´¿µ»Û³»®¹»²½§Ó¿²¿¹»³»²¬Ü»°¿®¬³»²¬øÛÓ÷ ïÛÓÚ´¿¸Õ·¬ÈÌÍëðððÚ´¿¸Ë°¹®¿¼»üïôîïîòððüéçèòîî ïÛÓÚ´¿¸Ô¿¾±®Ú´¿¸Í«¾½®·¾»®üïðçòðçüççòïê ïÛÓÐ®±¹®¿³Ô¿¾±®Ð®±¹®¿³Ú´¿¸Í«¾½®·¾»®î¨Ì±«½¸»üïèïòèîüïêëòîé Û³»®¹»²½§Ó¿²¿¹»³»²¬Ü»°¿®¬³»²¬Ì±¬¿´üïôëðîòçïüïôðêîòêê ü üîçðôèìêòììüîðçôîëèòïê Ì±¬¿´Í«¾½®·¾»® Blue highlights indicate revision 3 updates. March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 7-3 Motorola Solutions Confidential RestrictedPricing Summary R LA April 5, 2012 Mr. David Barnes City of Southlake 1400 Main Street Southlake TX 76092 Dear Mr. Barnes: Enclosed for your review,please find the Municipal Lease documentation in connection with the radio equipment to be leased from Motorola.The interest rate and payment streams outlined in Equipment Lease-Purchase Agreement#23282 are valid for contracts that are executed and returned to Motorola on or before April 30,2012. After 4/30/12,the Lessor reserves the option to re-quote and re-price the transaction based on current market interest rates. Please have the documents executed where indicated and forward the documents to the following address: Motorola Credit Corporation Attn: Bill Stancik/5'h Floor(SH5-B) 1301 E. Algonquin Rd Schaumburg,IL 60196 Should you have any questions, please contact me at 847-538-4531. Thank You, MOTOROLA CREDIT CORPORATION Bill Stancik OTO OL LESSEE FACT SHEET Please help Motorola Solutions,Inc. provide excellent billing service by providing the following information: 1. Complete Billing Address City of Soutblake Attention: Phone: 2. Lessee County Location: 3. Federal Tax I.D.Number 4. Purchase Order Number to be referenced on invoice(if necessary) or other"descriptions"that may assist in determining the applicable cost center or department: 5. Equipment description that you would like to appear on your invoicing: Appropriate Contact for Documentation/System Acceptance Follow-up: 6. Appropriate Contact& Mailing Address Phone: Fax: 7. Payment remit to address: Motorola Credit Corp. P.O.Box 71132 Chicago IL 60694-1132 Thank you EQUIPMENT LEASE-PURCHASE AGREEMENT Lease Number: 23282 LESSEE: LESSOR: City of Southlake Motorola Solutions,Inc. 1400 Main Street 1303 E.Algonquin Rd. Southlake TX 76092 Schaumburg, M 60196 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor, the Equipment described in any Schedule A now or hereafter attached hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The Term of this Lease will commence on date specified in Schedule A and unless terminated according to terms hereof or the purchase option, provided in Section 18, is exercised this Lease will continue until the Expiration Date set forth in Schedule B attached hereto ("Lease Term"). 2. RENT, Lessee agrees to pay to Lessor or its assignee the Lease Payments (herein so called), including the interest portion, in the amounts specified in Schedule B. The Lease Payments will be payable without notice or demand at the office of the Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on each of the Lease Payment Dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. Except as specifically provided in Section 5 hereof, the Lease Payments will be absolute and unconditional in all events and will not be subject to any set-off, defense, counterclaim, or recoupment for any reason whatsoever. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the Equipment will be used for one or more authorized governmental or proprietary functions essential to its proper, efficient and economic operation. 3. DELIVERY AND ACCEPTANCE. Lessor will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). Lessee will accept the Equipment as soon as it has been delivered and is operational. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate in the form provided by Lessor. Even if Lessee has not executed and delivered to Lessor a Delivery and Acceptance Certificate, if Lessor believes the Equipment has been delivered and is operational, Lessor may require Lessee to notify Lessor in writing (within five (5) days of Lessee's receipt of Lessor's request) whether or not Lessee deems the Equipment (i) to have been delivered and (ii) to be operational, and hence be accepted by Lessee. If Lessee fails to so respond in such five (5) day period, Lessee will be deemed to have accepted the Equipment and be deemed to have acknowledged that the Equipment was delivered and is operational as if Lessee had in fact executed and delivered to Lessor a Delivery and Acceptance Certificate. 4. REPRESENTATIONS AND WARRANTIES. Lessor acknowledges that the Equipment leased hereunder is being manufactured and installed by Motorola Solutions, Inc. pursuant to contract (the 'Contract") covering the Equipment. Lessee acknowledges that on or prior to the date of acceptance of the Equipment, Lessor intends to sell and assign Lessor's right, title and interest in and to this Agreement and the Equipment to an assignee ("Assignee"). LESSEE FURTHER ACKNOWLEDGES THAT EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY NATURE OR KIND WHATSOEVER, AND AS BETWEEN LESSEE AND THE ASSIGNEE, THE PROPERTY SHALL BE ACCEPTED BY LESSEE "AS IS" AND "WITH ALL FAULTS". LESSEE AGREES TO SETTLE ALL CLAIMS DIRECTLY WITH LESSOR AND WILL NOT ASSERT OR SEEK TO ENFORCE ANY SUCH CLAIMS AGAINST THE ASSIGNEE. NEITHER LESSOR NOR THE ASSIGNEE SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER AS A RESULT OF THE LEASE OF THE EQUIPMENT, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, PROPERTY DAMAGE OR LOST PRODUCTION WHETHER SUFFERED BY LESSEE OR ANY THIRD PARTY. Lessor is not responsible for, and shall not be liable to Lessee for damages relating to loss of value of the Equipment for any cause or situation (including, without limitation, governmental actions or regulations or actions of other third parties). 5. NON-APPROPRIATION OF FUNDS.Notwithstanding anything contained in this Lease to the contrary, in the event the funds appropriated by Lessee's governing body in any fiscal period of Lessee for Lease Payments or other amounts due under this Lease are insufficient therefor, this Lease shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to Lessee of any kind whatsoever, except as to the portions of Lease Payments or other amounts herein agreed upon for which funds shall have been appropriated and budgeted. The Lessee will immediately notify the Lessor or its Assignee of such occurrence. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its Assignee on the date of such termination, packed for shipment in accordance with manufacturer specifications and freight prepaid and insured to any location in the continental United States designated by Lessor. Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Notwithstanding the foregoing, Lessee agrees, to the extent not prohibited by law, that it will not cancel this Lease under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment for the fiscal period in which such termination occurs or the next succeeding fiscal period thereafter. 6. LESSEE CERTIFICATION. Lessee represents, covenants and warrants that: (i) Lessee is a state or a duly constituted political subdivision or agency of the state of the Equipment Location; (ii) the interest portion of the Lease Payments shall be excludable from Lessor's gross income pursuant to Section 103 of the Internal Revenue Code of 1986, as it may be amended from time to time ( the "Code"); (iii) the execution, delivery and performance by the Lessee of this Lease have been duly authorized by all necessary action on the part of the Lessee; (iv) this Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; (v) Lessee will comply with the information reporting requirements of Section 149(e) of the Code, and such compliance shall include but not be limited to the execution of information statements requested by Lessor; (vi) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the Lease to be an arbitrage bond within the meaning of Section 148(a) of the Code; (vii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, this Lease to be a private activity bond within the meaning of Section 141(a) of the Code; (viii) Lessee will not do or cause to be done any act which will cause, or by omission of any act allow, the interest portion of the Lease Payments to be or become includible in gross income for Federal income taxation purposes under the Code; and (ix) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term. Lessee represents, covenants and warrants that (i) it will do or cause to be done all things necessary to preserve and keep the Lease in full force and effect, (H) it has complied with all public bidding and Bond Commission requirements (as defined in the Code) where necessary and by due notification presented this Lease for approval and adoption as a valid obligation on its part, and (lii) it has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period. If Lessee breaches the covenant contained in this Section, the interest component of Lease Payments may become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, notwithstanding anything to the contrary contained in Section 11 of this Agreement, Lessee agrees to pay promptly after any such determination of taxability and on each Lease Payment date thereafter to Lessor an additional amount determined by Lessor to compensate such owner or owners for the loss of such excludability (including, without limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive (absent manifest error). Notwithstanding anything herein to the contrary, any additional amount payable by Lessee pursuant to this Section 6 shall be payable solely from Legally Available Funds. It is Lessor's and Lessee's intention that this Agreement not constitute a "true" lease for federal income tax purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal income tax purposes. 7. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon delivery of the Equipment to Lessee hereunder, title to the Equipment will vest in Lessee; provided, however, that (i) in the event of termination of this Lease by Lessee pursuant to Section 5 hereof; (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing; or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, title will immediately vest in Lessor or its Assignee. In order to secure all of its obligations hereunder, Lessee hereby (i) grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions, and substitutions thereto, and on any proceeds therefrom; (ii) agrees that this Lease may be filed as a financing statement evidencing such security interest; and (iii) agrees to execute and deliver all financing statements, certificates of title and other instruments necessary or appropriate to evidence such security interest. 8. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment and shall comply with all laws, ordinances, insurance policies and regulations relating to, and will pay all costs, claims, damages, fees and charges arising out of the possession, use or maintenance of the Equipment. Lessee, at its expense will keep the Equipment in good repair and furnish all parts, mechanisms and devices required therefor, 9. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 10. LOCATION; INSPECTION. The Equipment will not be removed from, [or if the Equipment consists of rolling stock, its permanent base will not be changed from] the Equipment Location without Lessor's prior written consent which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 11. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee falls to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes. If Lessor pays any charges or taxes, Lessee shall reimburse Lessor therefor within ten days of written demand. 12. RISK OF LOSS. DAMAGE; DESTRUCTION. Lessee assumes all risk of loss or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee at the option of Lessor will: either (a) replace the same with like equipment in good repair; or (b) on the next Lease Payment date, pay Lessor the sum of : (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease payment due on such date; and (ii) an amount equal to all remaining Lease Payments to be paid during the Lease Term as set forth in Schedule B. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Balance Payment (as set forth in Schedule B) to be made by Lessee with respect to that part of the Equipment which has suffered the Event of Loss. 13. INSURANCE. Lessee will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, Lessee may self-insure against any or all such risks. All insurance covering loss of or damage to the Equipment shall be carried in an amount no less than the amount of the then applicable Balance Payment with respect to such Equipment. The initial amount of insurance required is set forth in Schedule B. Each insurance policy will name Lessee as an insured and Lessor or it's Assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or it's Assigns as their interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event that Lessee has been permitted to self- insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto. 14. INDEMNIFICATION. Lessee shall, to the extent permitted by law, indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions, proceedings, expenses, damages or liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, possession, use, operation, rejection, or return and the recovery of claims under insurance policies thereon. 15. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or; (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Lease, the Equipment and any documents executed with respect to this Lease and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the Assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. No assignment or reassignment of any Lessor's right, title or interest in this Lease or the Equipment shall be effective unless and until Lessee shall have received a notice of assignment, disclosing the name and address of each such assignee; provided, however, that if such assignment is made to a bank or trust company as paying or escrow agent for holders of certificates of participation in the Lease, it shall thereafter be sufficient that a copy of the agency agreement shall have been deposited with Lessee until Lessee shall have been advised that such agency agreement is no longer in effect. During the Lease Term Lessee shall keep a complete and accurate record of all such assignments in form necessary to comply with Section 149(a) of the Code, and the regulations, proposed or existing, from time to time promulgated thereunder. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. After notice of such assignment, Lessee shall name the Assignee as additional insured and loss payee in any insurance policies obtained or in force. Any Assignee of Lessor may reassign this Lease and its interest in the Equipment and the Lease Payments to any other person who, thereupon, shall be deemed to be Lessor's Assignee hereunder. 16. EVENT OF DEFAULT. The term "Event of Default", as used herein, means the occurrence of any one or more of the following events: (1) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of the Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Lessor; (ill) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in writing ever delivered by Lessee pursuant hereto or in connection herewith is false,.misleading or erroneous in any material respect; (iv) proceedings under any bankruptcy, insolvency, reorganization or similar legislation shall be instituted against or by Lessee, or a receiver or similar officer shall be appointed for Lessee or any of its property, and such proceedings or appointments shall not be vacated, or fully stayed, within twenty (20) days after the institution or occurrence thereof; or (v) an attachment, levy or execution is threatened or levied upon or against the Equipment. 17. REMEDIES. Upon the occurrence of an Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise any one or more of the following remedies: (i) by written notice to Lessee, declare all amounts then due under the Lease, and all remaining Lease Payments due during the Fiscal Year in effect when the default occurs to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other amounts due prior to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, Lessee or sublessee pursuant to such sale, lease or sublease and the amounts payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state of the Equipment Location or any other applicable law or proceed by appropriate court action to enforce the terms of the Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 18. PURCHASE OPTION. Upon thirty (30) days prior written notice from Lessee to Lessor, and provided that no Event of Default has occurred and is continuing, or no event, which with notice or lapse of time, or both could become an Event of Default, then exists, Lessee will have the right to purchase the Equipment on the Lease Payment dates set forth in Schedule B by paying to Lessor, on such date, the Lease Payment then due together with the Balance Payment amount set forth opposite such date. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee as is, without warranty, express or implied, except that the Equipment is free and clear of any liens created by Lessor. 19. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to such mailing. 20. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 21. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by the laws of, the state of the Equipment Location. 22. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 23. ENTIRE AGREEMENT; WAIVER. This Lease, together with the Delivery and Acceptance Certificate and other attachments hereto, and other documents or instruments executed by Lessee and Lessor in connection herewith, constitutes the entire agreement between the parties with respect to the Lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written consent of Lessee and Lessor. Any provision of the Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of the Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. 24. EXECUTION IN COUNTERPARTS.This Lease may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. IN WITNESS WHEREOF,the parties have executed this Agreement as of the day of April, 2012 LESSEE: LESSOR: CITY OF SOUTHLAKE MOTOROLA SOLUTIONS, INC. By: By: Title: Title: OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement #23282 dated April , 2012 by and between Motorola Solutions, Inc. and the Lessee, I am of the opinion that: (1) the Lessee is, within the meaning of Section 103 of the Internal Revenue Code of 1986, a state or a fully constituted political subdivision or agency of the State of the Equipment Location described in Schedule A hereto; (ii) the execution, delivery and performance by the Lessee of the Lease have been duly authorized by all necessary action on the part of the Lessee, (III) the Lease constitutes a legal, valid and binding obligation of the Lessee enforceable in accordance with its terms; and (iv) Lessee has sufficient monies available to make all payments required to be paid under the Lease during the current fiscal year of the Lease, and such monies have been properly budgeted and appropriated for this purpose in accordance with State law. Attorney for CITY OF SOUTHLAKE SCHEDULE A EQUIPMENT LEASE-PURCHASE AGREEMENT Schedule A 23282 Lease Number: This Equipment Schedule dated as of is being executed by MOTOROLA SOLUTIONS, INC. ("Lessor") and CITY OF SOUTHLAKE (Lessee"), as a supplement to, and is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement Number 23282 dated as of ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease, and Lessee hereby accepts and leases from Lessor under and pursuant to the Lease, subject to and upon the terms and conditions set forth in the Lease and upon the terms set forth below, the following items of Equipment QUANTITY DESCRIPTION (Manufacturer, Model, and Serial Nos.) Refer to attached Equipment List. Equipment Location: TX Initial Term: 30 Months Commencement Date: 5/1/2012 First Payment Due Date: 11/1H2412 3 annual payments of$292,861.54 as outlined in the attached Schedule B, plus Sales/Use Tax of$0.00, payable on the Lease Payment Dates set forth in Schedule B. EXECUTED as of the date first herein set forth. LESSEE: LESSOR: CITY OF SOUTHLAKE Motorola Solutions,Inc. By; By: Title: Title; i City of Southlake (Schedule 8) Compound Period Annual Nominal Annual Rate 0 % (5/1/2012-11/1/2012) Nominal Annual Rate 2.99 % (11/2/2012-11/1/2014) Event Start Date Amount Number Period End Date 1 Loan 5/1/2012 $853,324.44 1 2 Payment 11/1/2012 $292,861.54 3 Annual 11/1/2014 AMORTIZATION SCHEDULE-Normal Amortization Loan 5/1/2012 $853,324.44 Payment# Due Date Payment Interest Principal Balance 1 11/1/2012 $292,861.54 $0.00 $292,861.54 $560,462.90 2 11/1/2013 $292,861.54 $16,757.84 $276,103.70 $284,359.20 3 11/1/2014 $292,861.54 $8,502.34 $284,359.20 $0.00 Grand Totals $878,584.62 $25,260.18 $853,324.44 IMTIAL INSURANCE REQUIREMENT: $853,324.44 Except as specifically provided in Section five of the Lease hereof,Lessee agrees to pay to Lessor or its assignee the Lease Payments,including the interest portion,in the amounts and dates specified in the above payment schedule. LESSEE: LESSOR: CITY OF SOUTHLAKE Motorola Solutions,Inc. By: By: Title: Title: Date: Date: CERTIFICATE OF INCUMBENCY I, do hereby certify that I am the duly elected or (Signature ofSecretary/Clerk) appointed and acting Secretary or Clerk of the CITY OF SOUTHLAKE, an entity duly organized and existing tinder the laws of the State of Texas that I have custody of the records of such entity, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of such entity holding offices set forth opposite of their respective names. I further certify that (i) the signatures set opposite their respective names and titles are their true and authentic signatures and (ii) such officers have the authority on behalf of such entity to enter into that certain Equipment Lease Purchase Agreement number 23282 dated , and Schedule A number 23282 dated , between CITY OF SOUTHLAKE and Motorola Solutions, Inc. . Name Title Signature (Individual who signed Lease:documents should be listed here and sign where applicable) IN WITNESS WHEREOF, I have executed this certificate and affixed the seal of CITY OF SOUTHLAKE, hereto this day of , 2012. By: (Signature ofSecretary/Clerk) SEAL i EVIDENCE OF INSURANCE Fire,extended coverage,public liability and property damage insurance for all of the Equipment listed on Schedule A number 23282 dated to that certain Equipment Lease Purchase Agreement number 23282 dated will be maintained by the CITY OF SOUTHLAKE as stated in the Equipment Lease Purchase Agreement. This insurance shall name MOTOROLA SOLUTIONS,INC. or its assignee as additional insured and loss payee for the term of the Schedule A number 23282 dated This insurance is provided by: Name of insurance provider Address of insurance provider City,State and Zip Code Phone and fax numbers of insurance provider Email address of insurance provider In accordance with the Equipment Lease Purchase Agreement Number 23282, CITY OF SOUTHLAKE,hereby certifies that following coverage are or will be in full force and effect: Type Amount Effective Expiration Policy Date Date Number Fire and Extended Coverage Property Damage Public Liability Lessee: CITY OF SOUTHLAKE By: Its: Date: STATEMENT OF ESSENTIAL USE/SOURCE OF FUNDS To further understand the essential governmental use intended for the equipment together with an understanding of the sources from which payments will be made, please address the following questions by completing this form or by sending a separate letter: 1. What is the specific use of the equipment? 2. Why is the equipment essential to the operation of CITY OF SOUTHLAKE? 3. Does the equipment replace existing equipment? If so, why is the replacement being made? 4. Is there a specific cost justification for the new equipment? If yes, please attach outline of justification. 5. What is the expected source of funds for the payments due under the Lease for the current fiscal year and future fiscal years? Lessee: CITY OF SOUTHLAKE By: Its: Date: EQUIPMENT LEASE PURCHASE AGREEMENT DELIVERY AND ACCEPTANCE CERTIFICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes of lease Schedule A to the Equipment Lease Purchase Agreement executed by Lessee and Lessor. Equipment Lease Purchase Agreement Date: Lease Schedule A Date: Equipment Lease Purchase Agreement No.: 23282 Lease Schedule A No. : 23282 EQUIPMENT INFORMATION QUANTITY MODEL NUMBER EQUIPMENT DESCRIPTION Equipment referenced in lease Schedule A# 23282 dated . See Schedule A for a detailed Equipment List. LESSEE: CITY OF SOUTHLAKE By: Date: Bank Qualified LESSEE CERTIFIES THAT IT HAS DESIGNATED THIS LEASE AS A QUALIFIED TAX-EXEMPT OBLIGATION IN ACCORDANCE WITH SECTION 265(b)(3)OF THE CODE,THAT IT HAS NOT DESIGNATED MORE THAN$10,000,000 OF ITS OBLIGATIONS AS QUALIFIED TAX-EXEMPT OBLIGATIONS IN ACCORDANCE WITH SUCH SECTION FOR THE CURRENT CALENDAR YEAR AND THAT IT REASONABLY ANTICIPATES THAT THE TOTAL AMOUNT OF TAX- EXEMPT OBLIGATIONS TO BE ISSUED BY LESSEE DURING THE CURRENT CALENDAR YEAR WILL NOT EXCEED $10,000,000. Lessee: CITY OF SOUTHLAKE By: Title LESSEE RESOLUTION At a duly called meeting of the Governing Body of the Lessee (as defined in the Lease Agreement) held on 2012 the following resolution was introduced and adopted. BE IT RESOLVED by the Governing Board of Lessee as follows: 1. Determination of Need. The Governing Body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment or other personal property described in the Lease Schedule dated as of , 2012,between CITY OF SOUTHLAKE(Lessee) and Motorola Solutions,Inc,. (Lessor). 2. Approval and Authorization. The Governing body of Lessee has determined that the Lease Agreement, substantially in the form presented to this meeting, is in the best interests of the Lessee for the acquisition of such Equipment or other personal property, and the Governing Board hereby approves the entering into of the Lease Agreement by the Lessee and hereby designates and authorizes the following person(s) to execute and deliver the Lease Agreement on Lessee's behalf sith such changes thereto as such person deems appropriate, and any related documents, including any escrow agreement, necessary to the consummation of the transactions contemplated by the Lease Agreement. Authorized Individual(s): Printed or typed name(s)and title(s)of Individuals)authorized to execute the Lease Agreement. 3. Adoption of Resolution. The signatures below from the designated individuals for the Governing Body of the Lessee evidence the adoption by the Governing Body of this Resolution. Signature: Attested By: Name and Title : Name and Title: ®�� Information Return for Tax-Exempt Governmental Obligations Fcrm ► Under Internal Revenue Code section 149(e) ftev.May OMB No.1595-0720 { Y 2010) ► see separate instructions. Department of the Trees" Caution;If the Issue price Is under$100,000, use Form 8038-GC. tnternal Revenue service R -porting Authority if Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) City of Southlake 3 Number and street(or P.O.box if mail is not delivered to street address) Room suite 4 Report number(For IRS Use Only) 1400 Main Street 3 =" 5 City,town,or post office,state,and ZIP code 6 Date of issue Colleyville TX 76034 5/1/2012 7 Name of issue 8 CUSIP number Equipment Lease-Purchase#23282 9 Name and title of officer of the Issuer or other person whom the IRS may Galt for more information 10 Telephone number of officer or other person David Barnes ) OM Type of Issue (enter the issue price) See instructions and attach schedule 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . 14 849,879.20 15 Environment(including sewage bonds). . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► 18 19 If obligations are TANS or RANs, check only box 19a . . . . . . . . . . . ► ❑ If obligations are BANS, check only box 19b . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale, check box , . . . . . . ► ❑ Description of Obligations. Complete far the entire issue for which this form is being fled. (a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted (e)Yield price at maturity average maturity 21 11/112014 $ 849,879.20 $ 2.5 years 2.24 Uses of Proceeds of Bond Issue including underwriters' discount) 22 Proceeds used for accrued interest. . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue (enter amount from line 21, column (b)) . . . . . 23 849,879.20 24 Proceeds used for bond issuance costs(including underwriters' discount) 24 25 Proceeds used for credit enhancement . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund. 26 27 Proceeds used to currently refund prior issues . . . 27 28 Proceeds used to advance refund prior issues 28 29 Total (add lines 24 through 28) . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here) 30 Description of Refunded Bonds (Complete this part only for refunding bonds.) 31 Enter the remaining weighted average maturity of the bonds to be currently refunded. . . ► years 32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . ► years 33 Enter the last date on which the refunded bonds will be called (MWDD/YYYY) . . . . . ► 34 Enter the date(s)the refunded bonds were issued ►(MWDDfyyyy) For Privacy Act and Paperwork Reduction Act Notice,see separate instructions. Cat.No.63713S Form 8038-G (Rev.5-2010) Form 6038-G(Rev.5-2010) Page 2 FMM Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC ► 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . . . 37a b If this issue is a loan made from the proceeds of another tax-exempt issue, check box►❑ and enter the name of the issuer ► and the date of the issue► 38 If the issuer has designated the issue under section 265(b)(3)(13)(i)(III) (small issuer exception), check box ► 39 If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . . . . . . . . . . . . . ► ❑ 40 If the issuer has identified a hedge, check box . . . . . . . . . . . . . . . . . . . . . . . . 0- Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my know#edge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary and to process this return,to the person that I have authorized above. Consent Signature of issuer's authorized representative Date Type or print name and title Preparer's rate Check it Preparer's SSN or PTIN Paid r signature self-employed❑ Preparer's Use Only Penn s name(or EIN ]r yours if self-employed), address,and ZIP code Phone no. ( ) Form 8038-G (Rev.5-2010) SECTION 8 TERMS AND CONDITIONS Terms and Conditions are included on the following pages. March 26, 2012 Use or disclosure of this proposal is subject to the restrictions on the cover page. 8-1 Motorola Solutions Confidential RestrictedTerms and Conditions This page intentionally left blank. Use or disclosure of this proposal is subject Northeast Tarrant County Organization (NETCO) - City of Southlake, Texas to the restrictions on the section cover page. 8-2 Terms and ConditionsMotorola Solutions Confidential Restricted SYSTEM PURCHASE AGREEMENT(Radio Systems) THIS AGREEMENT (“Agreement”)ismade and entered into this ____ day of _____, by and between Motorola Solutions, Inc., a Delaware corporation duly authorized to conduct business in the State of Texas (“Motorola” or“Seller”) and The City of Southlake, a body corporate and politic (“Purchaser”). WITNESSETH: WHEREAS, the Purchaser desires to purchase a Communications System; and WHEREAS, Motorola desires to sell a Communications System to Purchaser; and WHEREAS, Houston-Galveston Area Council (“H-GAC”), acting as the agent for various local governmental entities who are “End Users” under interlocal agreements (including the Purchaser) has solicited proposals for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and WHEREAS, H-GAC and Motorola entered into that certain Contractdated as of January 1, 2008 (the “Contract”), which provided that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS, pursuant to Article 34of the Contract, Motorola and Purchasernow wish to enter into this System Purchase Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by the Purchaser. THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: Exhibit A General Provisions. Exhibit BMotorola Software LicenseAgreement. Exhibit CTechnical and Implementation Documents, consisting of: System Description, Equipment List, Statement of Work, Project Schedule all dated March 26, 2012 Exhibit D Motorola/H-GAC Contractdated January 1, 2008. Exhibit EWarranty and Maintenance Planand Service Terms and Conditions(if applicable). NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: MotorolaContract No. - 1 - System Purchase Agreement 9.8.2011 Section 1SCOPE OF WORK A.Motorola shall furnish all of the equipment andsoftware as outlined in Exhibit C and provide the tools, supplies, labor and supervision necessary for the installation of the items purchased in accordance with Exhibit C. B.In addition to responsibilities described in the Statement of Work,Purchasershall perform the following coincident with the performance of this Agreement: (1)Provide a designated Project Director. (2)Provide ingress and egress to Purchaser’s facilities and/or sites as requested by Motorola and have such facilities available for installation of the equipment to be installed. (3)Provide adequate telephoneor other communicationslines (including modem access and adequate interfacing networking capabilities) for the installation, operation and support of the equipment. (4)Provide adequate space, air conditioning and other environmental conditions, and adequate and appropriate electrical power outlets, distribution, equipment and connections for the installation, operation and support of the equipment. (5)Provide a designatedwork area with adequate heat and light, and a secure storage area for equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Purchaser’s facilities and/or vehicles. Section 2SITES This Agreement is predicated on the utilization of sites and site configurations, which have been selected either by the Purchaser or by Motorola and set forth in Exhibit C. In either situation, should it be determined by either Motorola or Purchaser during the course of performance on this Agreement that the sites or configuration selected are no longer available or desired, new or replacement sites or configuration will be selected and approvedby both Motorola and the Purchaser. If any price or schedule adjustments are necessary as a result of these new or replacement sites, such adjustments will be added to this Agreement by change order in accordance with Section 4 of the General Provisions. MotorolaContract No. - 2 - System Purchase Agreement 9.8.2011 Section 3SUBSURFACE/STRUCTURAL CONDITIONS This Agreement ispredicated upon normal soil conditions defined by E.I.A. standard RS-222 (latest revision). Should Motorola encounter subsurface, structural, adverse environmental and/or latent conditions at any site differing from those indicated on the specifications, or as used in the preparation of the bid price, the Purchaser will be given immediate notice of such conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall promptly investigate the conditions and, if found to be different, will adjust the plans and/or specifications as may be necessary. Any changes that cause an adjustment in the contract price or in time required for the performance of any part of the contract shall result in a contract modification in accordance with Section 4 of the General Provisions. Section 4PERIOD OF PERFORMANCE A.Motorola projects that it will be able to obtain final acceptance and completion of the Acceptance Test Plan within the time interval specified in Exhibit C (if applicable). A more detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. B.Whenever a party knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, the party shall within thirty (30) days give the other party notice thereof and may request an extension of time to perform the work. C.In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that Purchaser will accept shipment, and make payment as required by this Agreement. D.It is also agreed that equipment shipping dates reflected in this Agreement are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5ACCEPTANCE CRITERIA A.Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance will occur upon the successful completion of such testing (“System Acceptance”) at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems or phases of the System, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystemsor phases. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule. MotorolaContract No. - 3 - System Purchase Agreement 9.8.2011 B.Motorola agrees to notify Purchaser when the Communications System is ready for acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten (10) business days after receiving such notification. If testing is delayed for reasons within the control ofPurchaser or its employees, contractors, agents or consultants for more than ten (10) business days after notification, final payment will be due within thirty (30) days after such notification and the Warranty Period will commence immediately. C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the Communications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. Section 6PAYMENT SCHEDULE A.Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the sum of ($853,324.44),which includes the H-GAC administration fee.The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit “C”. B.Customer will make a down payment of $0.00in the form of a wire transfer, check, or cashier’s check from a U.S. financial institution. The balance of the purchase price will be paid via the disbursement of the financing proceeds pursuant to the Equipment Lease-Purchase Agreement No.23282executed between the parties. For customer’s reference, the Federal Tax Identification number for Motorola is 36-1115800. Motorola reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable. C.In the event of failure or delay by the Purchaser in providing sites, space, approvals, licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment, it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the Purchaser will accept the equipment and make payment in accordance with the terms of this Agreement. Any additional costs incurred by Motorola for storage of equipment will be invoiced and paid by Purchaser. D. For any additional payments, payments to Motorola shall be made as follows: (i) Motorola shall immediately forward an invoice for the payment requested in Section 6(B) above to Purchaser. (ii)Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. E.Motorola will pay H-GAC’s administrative feein accordance with the payment terms of Motorola/H-GAC Contract dated January 1, 2008. MotorolaContract No. - 4 - System Purchase Agreement 9.8.2011 F.TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the date as set forth above and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. Section 7PROJECT MANAGEMENT A.If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technicaldirection of this project. Motorola, at any time, may designate a new or alternate Project Manager with written notice to Purchaser and H-GAC. B.All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola’s cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Section 8NOTICE ADDRESSES A. Motorola Solutions, Inc. 1303 East Algonquin Road Schaumburg, IL 60196 Attn.: LawDepartment B. C. Houston-Galveston Area Council 3555 Timmons Lane, Suite 120 Houston, Texas 77027 Attn.: Public Services Manager Section 9ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the following order: The main body of this Agreement. Exhibit A General Provisions. Exhibit BMotorola Software License. Exhibit C Technical and Implementation Documents. Exhibit EWarranty and Maintenance Plan and Service Terms and Conditions (if applicable) MotorolaContract No. - 5 - System Purchase Agreement 9.8.2011 Exhibit D Motorola/H-GAC Contractdated January 1, 2008. Section 10DISPUTES Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator.Motorola and the Purchaser will bear their own costs but will share the cost of the mediator equally. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non- binding alternate dispute resolution procedure (“ADR”). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. All communications pursuant to the negotiation and mediationwill be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided byapplicable law.The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or portion of such provision shall be considered severable, and the remainder of this Agreement shall not be affected. Section 12HEADINGS AND SECTION REFERENCES The headings given to the paragraphs are inserted for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Section 13SURVIVAL OF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 6 (Payment Schedule) if any payment obligations exist; Section 9 (Order of Precedence); Section 10 (Disputes); Section 11 (Severability); Section 12 (Headings and Section References); Section 13 (Survival of Terms) and Section 14 (Full Agreement). MotorolaContract No. - 6 - System Purchase Agreement 9.8.2011 Section 14 FULL AGREEMENT This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may be executed in multiple counterpa7-ts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature shall be treated as and shall Dave the same effect as an original signature. In addition, a true and connect facsimile copy or computer image of this Agreement shall be treated as and shall have the salve effect as an original signed copy of this document. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. The preprinted terms and conditions found on any Purcbaser purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each party sighs that document. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below, MOTOROLA SOLUT1ON",S,'INC. PURCHASrCR r I By: By: [Signature) (Signature) Name: 1+� ��f .I 'RL4'( Name: (Print-Block Letters) (Print-Block Letters) Title: V r i`CE5l Title: (Print-Block Letters) (Print-Block Letters) Dater fl C' d*, Date: Motorolu C'.ontract No. -7- System Purchase Agreement 9.8.2011 EXHIBIT A GENERAL PROVISIONS MOTOROLASOLUTIONS, INC. Section 1STANDARDS OFWORK Motorola agrees that the performance of work described in thisAgreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice. Section 2TAXES The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor. Section 3SHIPPING, TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination. After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be borne by the Purchaser. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or underany circumstances. Section 4CHANGESIN THE WORK A.The Purchaser may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B.If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Motorola is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. MotorolaContract No. - 1 - System Purchase Agreement 9.8.2011 Section 5LIMITATION OF LIABILITY Except for personal injury or death, Motorola’s total liability whether for breach of contract, warranty, negligence,indemnification,strict liabilityin tort or otherwise, is limited to the price of the particular products or services sold hereunder with respect to which losses or damages are claimed. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action shall be brought for any breach of this contract more than two (2) years after the accrual of such cause of action except for money due upon an open account. Section 6EXCUSABLE DELAYS A.Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B.Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7DEFAULT A.If either party fails to perform a material obligation under this Agreement, the other party may consider the non-performing party to be in default (unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions) and may assert a default claim by giving the non-performing party a written and detailed notice of default. Except for a default by Purchaser for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, provide a written cure plan. The defaulting party will begin implementing the cure plan immediately after receipt of notice by the other party that it approves the plan. If Purchaser is the defaulting party, Motorola may stop work on the project until it approves the Purchaser’s cure plan. MotorolaContract No. - 2 - System Purchase Agreement 9.8.2011 B.If a defaulting party fails to cure the default as provided above in Section 7.A, unless otherwise agreed in writing, the non-defaulting party may terminate any unfulfilled portion of this Agreement. In the event of termination for default, the defaulting party will promptly return to the non-defaulting party any of its confidential information. If Purchaser is the non-defaulting party, terminates this Agreement as permitted by this Section, and completes the System through a third party, Purchaser may as its exclusive remedy recover from Motorola reasonable costs incurred to complete the System to a capability not exceeding that specified in this Agreement less the unpaid portion of the contract price. Purchaser will mitigate damages and provide Motorola with detailed invoices substantiating the charges. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL, INDIRECTOR CONSEQUENTIAL DAMAGES. Section 8DELAYS BY PURCHASER If the Purchaser is responsible for delays in the scheduleset forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays if Motorola requests compensation. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges. The Purchaser shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Such delays will be subject to an Agreement addendum as described in Section 4. Section 9LICENSES/AUTHORIZATION The Purchaser is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees is an agent or representative of the Purchaser in FCC matters or otherwise. Motorola, however, may assist in the preparation of the license application at no charge to the Purchaser. Purchaser acknowledges that project implementation is predicated on receipt of proper FCC licensing. Section 10INDEMNIFICATION Motorola agrees to and hereby indemnifies and saves Purchaser harmless from all liabilities, judgments, costs, damages and expenses which may accrue against, be charged to, or recovered from the Purchaser by reason of or on account of damage to the tangible property of the Purchaser or the property of, injury to, or death of any person, to the extent and in the proportion that such damageor injury is caused by Motorola’s negligent acts or omissions or that of its employees, subcontractors, or agents while on the premises of the Purchaser during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL, SPECIAL, INDIRECTOR CONSEQUENTIAL DAMAGES. MotorolaContract No. - 3 - System Purchase Agreement 9.8.2011 Section 11WARRANTIES A.WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance (“Warranty Period”) in accordance with the applicable limited warranties shown below. In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software is shippedfrom Motorola. Purchaser must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B.SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth belowand the Software Warranty set forth in the Software License Agreement will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance when the functionality is reduced for reasons beyond Motorola’s control including, but not limited to, i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or RF coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Purchaser changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act of parties who are beyond Motorola’s control, including Purchaser or its employees, contractors, consultants or agents. C.EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non-Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment, replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola’sliability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a)Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident, liquids, neglector acts of God. MotorolaContract No. - 4 - System Purchase Agreement 9.8.2011 c)Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this System Purchase Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. e)Equipment that has been subjected to unauthorized modifications, disassembly or repairs (including the addition to the Equipment of non- Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola’s normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g)Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i)Equipment that has been subject to illegal or unauthorized alteration of the software/firmware in the Equipment. j)Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. l)Normal or customary wear and tear. D.Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. E.These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. MotorolaContract No. - 5 - System Purchase Agreement 9.8.2011 F.THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 12CONFIDENTIAL INFORMATION Motorola proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked Motorola PROPRIETARY and/or CONFIDENTIAL will be released as necessary under the following conditions: (1)Purchaser shall exercise reasonableand prudent measures to keep these items in confidence. (2)Purchaser shall not disclose these items to third parties without prior written permission, unless Motorola makes them public or Purchaser learns them rightfully from sources independent of Motorola, or it is required by law to be disclosed. (3)Motorola, where necessary, retains the right to prescribe specific security measures for the Purchaser to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non-Disclosure Agreement will be required. Section 13SOFTWARE LICENSE A.Motorola Software. Any Motorola Software furnished will be licensed to Purchaser solely according to the terms and restrictions of the Software License Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and restrictions of the Software License Agreement. B.Non-Motorola Software. Any Non-Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non-Motorola Software pursuant to the Software License Agreement, in which case the Software License Agreement (including any addendum to satisfy such copyright owner’s requirements) shall apply and and the copyright owner will have all of Motorola’s rights and protections under the Software License Agreement. MotorolaContract No. - 6 - System Purchase Agreement 9.8.2011 Section 14PATENT INDEMNIFICATION A.Motorola will defend at its expense any suit brought against Purchaser to the extent it is based on a third-party claim alleging that the Equipment manufactured by Motorola or the Motorola Software (“Motorola Product”) directly infringes a United States patent or copyright (“Infringement Claim”). Motorola’s duties to defend and indemnify are conditioned upon: Purchaser promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Purchaser providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. In addition to Motorola’s obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Purchaser by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. B.If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Purchaser the right to continue using the Motorola Product; (b) replace or modify the Motorola Product so that it becomes non-infringing while providing functionally equivalent performance; or (c) accept the return of the Motorola Product and grant Purchaser a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. C.Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Motorola Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Purchaser’s designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Motorola Product by a party other than Motorola; (e) use of the Motorola Product in a manner for which the Motorola Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Purchaser to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. In no event will Motorola’s liability resulting from its indemnity obligation to Purchaser extend in any way to royalties payable on a per use basis or the Purchaser’s revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Purchaser from sales or license of the infringing Motorola Product. D.This Section 14provides Purchaser’s sole and exclusive remedies and Motorola’s entire liability in the event of an Infringement Claim. Purchaser has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 14are subject to and limited by the restrictions set forth inSection 5. MotorolaContract No. - 7 - System Purchase Agreement 9.8.2011 Section 15DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola, except that Purchaser shall 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. Section 16WAIVER Failure or delay on the part of Motorola or Purchaser to exercise aright or power hereunder shall not operate as a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. Section 17GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 18ASSIGNABILITY Except as provided herein, neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Purchaser. 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 tobenefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.. Section 19SURVIVALOF TERMS The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2 (Taxes); Section 5 (Limitation of Liability); Section 7 (Default); Subsection 11.F (Disclaimer of Implied Warranties); Section 12 (Confidential Information); Section 13 (Software License);and Section 16 (Waiver); Section 17 (Governing Law) and Section 19 (Survival of Terms). MotorolaContract No. - 8 - System Purchase Agreement 9.8.2011 Section 20ADMINISTRATOR LEVEL ACCOUNT ACCESS Motorola will provide Purchaser with Administrative User Credentials. Purchaser agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Purchaser is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Purchaser may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Purchaser understands that changes made as the Administrative User can significantly impact the performance of the System. Purchaser agrees that it will be solely responsible for any negative impact on the System or its users by any such changes. System issues occurring as a result of changes made by an Administrative User may impact Motorola’s ability to perform its obligations under the Agreement or its Maintenance and Support Agreement. In such cases, a revision to the appropriate provisions of the Agreement, including the Statement of Work, may be necessary. To the extent Motorola provides assistance to correct any issues caused by or arising out of the use of or failure to maintain Administrative User Credentials, Motorola will be entitled to bill Purchaser and Purchaser will pay Motorola on a time and materials basis for resolving the issue. Section 21MAINTENANCE SERVICE If this Agreement contains a Warranty and Maintenance Plan, then, during the Warranty Period, in addition to warranty services, Motorola will provide maintenance services for the Equipment and support for the Motorola Software pursuant to the terms of this Agreement, including the Warranty and Maintenance Planand Service Terms and Conditions. Such services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services during the Warranty Period, or any maintenance and support services after the Warranty Period, the description of and pricing for suchservices will be set forth in a separate document. Unless otherwise agreed by the Parties in writing, the terms and conditions applicable to such maintenanceandsupport will be Motorola’s standard Service Terms and Conditions, together with the appropriate statements of work. MotorolaContract No. - 9 - System Purchase Agreement 9.8.2011 Exhibit B Software License Agreement This Exhibit B, Software License Agreement ("Agreement") is between MotorolaSolutions, Inc., (“Motorola"), and the City of Southlake(“Licensee”). For good and valuable consideration, the parties agree as follows: Section 1DEFINITIONS 1.1“Designated Products” means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2“Documentation” means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3“Open Source Software” means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4“Open Source Software License” means the terms or conditions under which the Open Source Software is licensed. 1.5“Primary Agreement” means the agreement to which this exhibit is attached. 1.6“Security Vulnerability” means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7“Software” (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassemblies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee’s use of the Software and Documentation. Section 3GRANT OF LICENSE 3.1.Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non-transferable(except as permitted in Section 7)and non-exclusive license under Motorola’s copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. MotorolaContract No. - 1 - System Purchase Agreement 9.8.2011 3.2.If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee’s use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (i) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4LIMITATIONS ON USE 4.1.Licensee may use the Software only for Licensee's internal business purposes and onlyin accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2.Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (ii) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or onany machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back-up, or disaster provided recovery purposes; that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copiesof the Documentation as it may reasonably require for the internal use of the Software. 4.3.Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product ontoone other device. Licensee may temporarily transfer Software installed on a Designated Product to another device ifthe Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must bediscontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4.When using Motorola's Radio Service Software ("RSS"), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make onecopy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola’s request. MotorolaContract No. - 2 - System Purchase Agreement 9.8.2011 4.5.Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party (“Auditor”) may inspect Licensee’s premises, books and records, upon reasonable prior notice to Licensee, during Licensee’s normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be keptin strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Softwareand Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola’s processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1.The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipmentof the Software (the "Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee’s use of the Software or the Designated Products will be uninterrupted, error-free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee’s particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2Motorola’s sole obligation to Licensee and Licensee’s exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola’s option, Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee’s paid license fee. 6.3.Warranty claims are described in the Primary Agreement. 6.4.The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non- infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation . MotorolaContract No. - 3 - System Purchase Agreement 9.8.2011 Section 7TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola’s consent may be withheld at its discretion and may be conditioned upon transferee paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfersall copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8TERM AND TERMINATION 8.1Licensee’s right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2Within thirty (30) days after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee’s use, duplication or disclosure of the Software and Documentation under Motorola’s copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee’s use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. MotorolaContract No. - 4 - System Purchase Agreement 9.8.2011 Section 10CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola’s valuable proprietary and confidential information and are Motorola’s trade secrets. Licensee will not disclose the Software and Documentation to any third party except as permitted by this Agreement or expressly in writing by Motorola. Licensee will take necessary and appropriate precautions to maintain the confidentiality and guard against the unauthorized disclosure of the Software and Documentation. Licensee will limit access to the Software and Documentation only to Licensee’s employees who “need to know” and are authorized to use the Software and Documentation as permitted by this Agreement. Section 11LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12NOTICES Notices are described in the Primary Agreement. Section 13GENERAL 13.1.COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2.COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations ofthe United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re-export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3.ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software,without prior notice to or consent of Licensee. 13.4.GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5.THIRD PARTY BENEFICIARIES. This Agreement is enteredinto solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6.SURVIVAL. Sections 4, 5, 6.4, 7, 8, 9, 10, 11 and 13survive the termination of this Agreement. MotorolaContract No. - 5 - System Purchase Agreement 9.8.2011 13.7.ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as itapplies to any other subject matter. 13.8SECURITY. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. MotorolaContract No. - 6 - System Purchase Agreement 9.8.2011 MotorolaContract No. - 7 - System Purchase Agreement 9.8.2011 MotorolaContract No. - 1 - System Purchase Agreement 9.8.2011 RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 1 of 10 RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT A CONTRACT BETWEEN HOUSTON-GALVESTON AREA COUNCIL Houston,Texas AND MOTOROLA,INC. Farmers Branch,Texas This Contract is made and entered into by the Houston-Galveston Area Council of Governments,hereinafter referred to as H-GAC,having its principal place of business at 3555 Timmons Lane,Suite 120,Houston,Texas 77027,AND Motorola,Inc.hereinafter referredto as the CONTRACTOR,having its principal place of business at 1507 LBJ Freeway,Suite 700,Farmers Branch,Texas 75234. WITNESSETH WHEREAS: The H-GAC enters into this Contract as Agent for participating governmental agencies,hereinafter referred to as END USER, for the purchase of Radio Communication/Emergency Response & Mobile Interoperable Equipment offered by the CONTRACTOR;and WHEREAS: The CONTRACTOR offers to sell Radio Communication/Emergency Response&Mobile Interoperable Equipment through the H-GAC Contract to End Users;and WHEREAS: The Contract shall be in effect for a period beginning January 1,2008 through December 31,2009,subject to extension upon mutual agreement of the CONTRACTOR and H-GAC;and now THEREFORE: H-GAC and the CONTRACTOR do hereby agree as follows: •GENERAL PROVISION ARTICLES 1-23• ARTICLE 1: IDENTIFICATION OF CONTRACT DOCUMENTS The Contract shall be in effect for Radio Communication/Emergency Response&Mobile Interoperable Equipment listed in Proposal Specifications numbered RA01-08,including any relevant suffixes,and shall consist of the documents identified below in order of precedence: 1. The text of this Contract form,including Attachment A,and Attachment B(Motorola Standard Equipment Warranty) 2. CONTRACTOR'S Response to Proposal No.:RA01-08 3. Proposal Specifications No.: RA01-08 4. System Purchase Agreements 5. Motorola Software License The terms and conditions,specifications,manufacture,delivery,warranty,training and service for H-GAC and the END USER shall be fulfilled in compliance with this Contract including, but not limited to Proposal Specifications,Terms and Conditions,and CONTRACTOR'S response opened October 4,2007 unless specifically changed within the text of this Contract Form. ARTICLE 2: LEGAL AUTHORITY The CONTRACTOR and H-GAC warrants and assures one another that they have adequate legal counsel and authority to enter into this Contract. The governing bodies,where applicable,have authorized the signatory officials to enter into this Contract and bind both parties to the terms of this Contract and any subsequent amendments thereto. ARTICLE 3: APPLICABLE LAWS Both parties agree to conduct all activities under this Contract in accordance with all applicable rules,regulations,directives, issuances and ordinances,and laws in effect or promulgated during the term of this Contract. The CONTRACTOR agrees to conduct all activities under this Contract in accordance with all applicable rules,regulations,directives,standards, ordinances and laws in effect or promulgated during the term of this Contract G:\CONTRACT1RA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EOUIPMENT Page 2 of 10 ARTICLE 4: INDEPENDENT CONTRACTOR The execution of this Contract and the rendering of services prescribed by this Contract do not change the independent status of H- GAC or the CONTRACTOR.No provision of this Contract or act of H-GAC in performance of the Contract shall be construed as makingthe CONTRACTOR the agent,servant or employee of H-GAC,the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee payrolls and claims arising therefrom. CONTRACTOR shall notify H-GAC of any law suits filed against it which involves products sold pursuant to this Contract,or which,if successful,would adversely affect its financial condition. A law suit which includes a specific demand for an amount in excess of $250,000 which would not be covered by insurance shall automatically be considered a law suit which,if successful,would adversely affect the financial condition of the sued party. ARTICLE 5: TITLES NOT RESTRICTIVE The titles assigned to the various articles of this Contract are for convenience only and are generally descriptive of the matters following. Titles shall not be considered restrictive of the subject matter of any section,or part of this Contract. ARTICLE 6: SUBCONTRACTS The Contractor agrees not to subcontract,assign,transfer,convey,sublet or otherwise dispose of this Agreement or any right,title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. H-GAC shall not unreasonably delay or withhold acceptance of a proposed assignment of a proposed subcontractor. The Contractor acknowledges that H-GAC is not liable to any subcontractor's of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Contract as if the performance rendered was rendered by the Contractor. ARTICLE 7: EXAMINATION AND RETENTION OF RECORDS The CONTRACTOR shall maintain during the course of the work,complete and accurate records of all of the CONTRACTOR'S costs and documentation of items which are chargeable to END USER under this Contract. H-GAC,through its staff or designated public accounting firm,the State of Texas,and the United States Government shall have the right at any reasonable time to inspect copy and audit those records on or off the premises of the CONTRACTOR. Failure to provide access to records maybe cause for termination of the Contract. CONTRACTOR agrees that its books and records,as they pertain to work done or items supplied present to the Purchase Order or Contract shall at all reasonable hours be subject to audit and inspection at the CONTRACTOR'S facility by H-GAC and/or END USER. This audit shall be limited to the verification of invoice quantities to shipments and shipment receipts. Except as otherwise provided by law,nothing contained herein shall authorize H-GAC and/or END USER to audit particular books or CONTRACTOR insofar as such particular books or records contain confidential information regarding product costs. The CONTRACTOR shall maintain all records pertinent to this Contract for a period of not less than five(5)calendar years from the date of acceptance of the final contract closeout and until any outstanding litigation,audit or claim has been resolved. The right of access to records is not limited to the required retention period,but shall last as long as the records are retained. The CONTRACTOR further agrees to include in all subcontracts under this Contract,a provision to the effect that the subcontractor agrees that H-GAC'S duly authorized representatives, shall,until the expiration of five(5)calendar years after final payment under the subcontract or until all audit findings have been resolved,have access to and the right to examine and copy any directly pertinent books, documents,papers,invoices and records of such subcontractor involving transactions relating to the subcontract. ARTICLE 8: CHANGES AND AMENDMENTS Any alterations,additions,or deletions to the terms of this Contract which are required by changes in federal law or regulations are automatically incorporated into this Contract without written amendment hereto,and shall become effective on the date designated by such law or regulation;provided if the Contractor may not legally comply with such change,the Contractor may terminate its participation herein as authorized by Article 18. H-GAC may,from time to time,require changes in the scope of the services of the Contractor to be performed hereunder. Such changes that are mutually agreed upon by and between H-GAC and the Contractor in writing shall be incorporated into this Contract. ARTICLE 9: DISPUTES G:\CONTRAC71RA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COIVIMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 3 of 10 Any and all disputes concerning questions of fact or of law arising under this Contract which are not disposed ofby agreement shall be decided by the Executive Director of H-GAC or his designee,who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless,within thirty(30)days from the date of receipt of such notice,the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article,the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may,if it elects to do so,appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder,the Contractor shall proceed diligently with the performance of the Contract and in accordance with H-GAC'S final decision. ARTICLE 10: SEVERABILITY All parties agree that should any provision of this Contract be determined to be invalid or unenforceable,such determination shall not affect any other term of this Contract,which shall continue in full force and effect. ARTICLE 11: FORCE MAJEURE To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes,stoppage of labor,riot,fire,flood,acts of war,insurrection,accident,order of any court,act of God,or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance,in such event,the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC. ARTICLE 12: NON DISCRIMINATION AND EQUAL OPPORTUNITY The Contractor agrees to comply with all federal statutes relating to nondiscrimination. These include but are not limited to:(a)Title VI of the Civil Rights Act of 1964(P.L.88-352)which prohibits discrimination on the basis of race,color or national origin;(b)Title D{of the Education Amendments of 1972,as amended(20 U.S.C.§§1681-1683,and 1685-1686),which prohibits discrimination on the basis of sex;(c) Section 504 of the Rehabilitation Act of 1973,as amended(29 U.S.C.§794),which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990;(d)the Age Discrimination Act of 1974,as amended(42 U.S.C.§§6101-6107),which prohibits discrimination on the basis of age;(e)the Drug Abuse Office and Treatment Act of 1972(P.L.92-255),as amended,relating to nondiscrimination on the basis ofdrug abuse;(f)the Comprehensive Alcohol Abuse and Alcoholism Prevention,Treatment and Rehabilitation Act of 1970(P.L.91- 616),as amended,relating to the nondiscrimination on the basis of alcohol abuse or alcoholism;(g)§§523 and 527 of the Public Health Service Act of 1912(42 U.S.C.290 dd-3 and 290 ee-3),as amended,relating to confidentiality of alcohol and drug abuse patient records;(h)Title VIII of the Civil Rights Act of 1968(42 U.S.C.§3601 et seq.),as amended,relating to nondiscrimination in the sale,rental or financing of housing;(I) any other nondiscrimination provisions in any specific statute(s)applicable to any Federal funding for this Contract;and 0)the requirements of any other nondiscrimination statute(s)which may apply to this Contract. ARTICLE 13: CRIMINAL PROVISIONS AND SANCTIONS The CONTRACTOR agrees that it will perform the Contract in conformance with safeguards against fraud and abuse as set forth by the H-GAC,the State of Texas,and the acts and regulations ofthe funding entity. The CONTRACTOR agrees to promptly notify H-GAC of suspected fraud,abuse or other criminal activity through the filing of a written report within twenty-four(24)hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Contract within twenty-four(24)hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC,if any,shall be reported to local law enforcement agencies and H-GAC within two(2)hours of discovery of any such act. The CONTRACTOR further agrees to cooperate fully with H-GAC,local law enforcement agencies,the State of Texas,the Federal Bureau of Investigation and any other duly authorized investigative unit in carrying out a full investigation of all such incidents. ARTICLE 14: PURCHASE ORDERS ISSUED PURSUANT TO CONTRACTS Through Interlocal Contracts,H-GAC offers governmental agencies and qualifying non-profit corporations the opportunity to participate in the H-GAC Cooperative Purchasing Program. Therefore,purchase orders may be executed by END USERS throughout the State. In addition,through Interstate Interlocal Contracts the Program is now made available for possible participation by END USERS beyond Texas. ARTICLE 15: SCOPE OF SERVICES The services to be performed by CONTRACTOR in the State of Texas are outlined within this Contract,Proposal specifications, G:\CONTRACT\RA01-08.8\Motorola\RADIO COMMUNICATIONIEMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATIONIEMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 4 of 10 any Attachment, and Proposal Response. Any Change Order shall be stated in complete detail and submitted by END USER to CONTRACTOR and copied to H-GAC. No verbal Change Order shall be accepted by CONTRACTOR from any END USER. ARTICLE 16: THE COMPLETE AGREEMENT This Contract consists of the Contract text stated herein,the Proposal Specifications,including but not limited to Terms and Conditions,proposaler's/proposaler's response,including but not limited to,prices and options offered all of which are incorporated within the contract, and constitute the complete agreement between the parties hereto. This Contract supersedes any and all oral or written agreements between the parties relating to matters herein. Except as otherwise provided herein,this Contract cannot be modified without the written consent of both parties. ARTICLE 17: LIMITATION ON LIABILITY The CONTRACTOR understands and agrees that it shall be liable to repay and shall repay upon demand to END USER,any amounts determined by H-GAC,its independent auditors,or any agency of State or Federal government to have been paid in violation of the terms of this Contract. Except for personal injury or death,Motorola's total liability whether for breach of contract,warranty,negligence,strict liability in tort or otherwise,is limited to the price of the particular products sold hereunder with respect to which either refund the purchase price,repair or replace product(s) that are not as warranted. In no event will Motorola be liable for any loss of use, loss of time, inconvenience, commercial loss,lost profits or savings or other incidental,special,or consequential damages to the full extent such may be disclaimed by law. ARTICLE 18 TERMINATION PROCEDURES CONTRACTOR acknowledges that this Contract may be terminated under the following circumstances: A. Convenience H-GAC may terminate this Contract in whole or in part without cause at any time by written notice by certified mail to CONTRACTOR whenever for any reason H-GAC determines that such termination is in the best interest of H-GAC. Upon receipt of notice of termination,all services hereunder of CONTRACTOR and its employees and subcontractors shall cease to the extent specified in the notice of termination. In the event of termination in whole,CONTRACTOR shall prepare final invoices within 30 calendar days of such termination reflecting the services actually performed which have not appeared on any prior invoice. Such invoices shall be satisfactory to the Executive Director or his designee. END USER will pay CONTRACTOR,in accordance with the terms and conditions of this Contract,for services actually performed and accruing to the benefit of END USER less any compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract, will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. CONTRACTOR may cancel or terminate this Contract upon thirty(30)days written notice by certified mail to H-GAC. CONTRACTOR may not give notice of cancellation after it has received notice of default from H-GAC. In the event of such termination prior to completion of this Contract provided for herein,END USER will pay CONTRACTOR,in accordance with the terms and conditions of this Contract, for services actually performed and accruing to the benefit of END USER less any compensation previously paid, H-GAC, in accordance with the terms and conditions of this Contract, will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. B. Default H-GAC may,by written notice of default to CONTRACTOR,terminate the whole or any part of this Contract in any one of the following circumstances: (1) If CONTRACTOR fails to perform the services herein specified within the time specified herein or any extension thereof, or (2) If CONTRACTOR fails to perform any of the provisions of this Contract for any reason whatsoever,or so fails to make progress or otherwise violates this Contract that completion of services herein specified within the term of this Contract is significantly endangered,and in either of these two instances does not cure such failure within a period often(10)calendar days(or such longer period of time as may be authorized by H-GAC in writing)after receiving written notice by certified mail of default from H-GAC. In the event of such termination,all services of CONTRACTOR and its employees and subcontractors shall cease and CONTRACTOR shall prepare a final invoice reflecting the services actually performed pursuant to this Contract which have not appeared on any prior invoice. Such invoice must be satisfactory to the END USER and to the Executive Director of H-GAC or his designee.END USER reserves the right,in accordance with the terms and conditions of this Contract,to withhold from the payment G:\CONTRACT\RA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 5 of 10 of said invoices for services actually performed and accruing to the benefit of END USER,as reflected on invoice,any compensation previously paid and any costs or damages incurred by END USER as a result of such default,including incremental costs that END USER will incur to have Purchase Order(s)completed by a person other than CONTRACTOR. H-GAC,in accordance with the terms and conditions of this Contract,will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. C. Final Billing In the Event of Termination CONTRACTOR shall fill all pending orders and then prepare final invoices reflecting the services actually performed pursuant to this Contract and to the satisfaction of H-GAC'S Executive Director or his designee. END USER will pay CONTRACTOR,in accordance with the terms and conditions of this Contract,for services actually performed and accruing to the benefit of END USER less any compensation previously paid. H-GAC, in accordance with the terms and conditions of this Contract,will invoice CONTRACTOR for any order processing charges due,and CONTRACTOR agrees to pay said order processing charges. ARTICLE 19: GOVERNING LAW&VENUE This Contract shall be governed by the laws of the State ofTexas. Venue and jurisdiction of any suitor cause ofaction arising under or in connection with the Contract shall lie exclusively in Harris County,Texas. Disputes between END USER and CONTRACTOR are to be resolved in accord with the law and venue rules of the state of purchase. CONTRACTOR shall immediately notify H-GAC of such disputes. ARTICLE 20: CONTRACTOR'S REPRESENTATIVE CONTRACTOR'S representative(s)shall be the contact person(s)concerning all matters pertaining to END USER orders. Any change of representation shall be immediately communicated in written form to H-GAC by CONTRACTOR. END USER will remit all payments to CONTRACTOR under this Contract. Under no circumstances shall checks be made payable to a representative. Should a representative submit invoices to END USER for reimbursement of costs relating to an END USER Purchase Order for products/services,the Invoice shall be forwarded to CONTRACTOR. ARTICLE 21: REPORTING REQUIREMENTS Upon request by H-GAC,CONTRACTOR shall provide monthly written reports to H-GAC. Such reports may include,but are not limited to the following;detailing of all orders received,scheduled production,and scheduled delivery under this contract. If CONTRACTOR fails to submit to H-GAC in a timely and satisfactory manner any report or other documentation required by this Contract,or otherwise fails to satisfactorily render performances hereunder,such failure may be considered cause for termination ofthis Contract. ARTICLE 22: MOST FAVORED CUSTOMER CLAUSE If MOTOROLA at any time during a contract period,routinely enters into agreements with other governmental customers within the State of Texas,and offers the same or substantially the same products offered to H-GAC on a basis that provides prices more favorable than those provided to H-GAC,MOTOROLA shall within ten(10)business days thereafter notify H-GAC of that offering. The contract with H-GAC shall be deemed to be automatically amended and effective retroactively to the effective date of the most favorable contract,wherein MOTOROLA shall provide the same quantity discount to H-GAC and its End Users for equal or larger orders purchased the same quantity and under the same circumstances.H-GAC shall have the right and option at any time to decline to accept any such change,in which case the amendment shall be deemed null and void. If MOTOROLA believes any apparently more favorable price charged and/or offered a customer during the term of this agreement is not in fact most favored treatment,MOTOROLA shall within ten(10)business days notify H- GAC in writing,setting forth the detailed reasons MOTOROLA believes aforesaid offer which has been deemed to be a most favored treatment,is not in fact most favored treatment. H-GAC,after due consideration of such written explanation,may decline to accept such explanation and thereupon the contract between H-GAC and MOTOROLA shall be automatically amended,effective retroactively,to the effective date of the most favored agreement,to provide the same prices to H-GAC. The most favored price structure set forth in this paragraph shall not apply to any pre-existing contracts Motorola has in the State of Texas. The term"pre-existing contracts"shall refer to contracts in existence as of the original effective date of the HGAC contract, i.e.1/l/08. The Parties agree that the above MFC provision shall not apply to the sale of large communications systems(one million dollars ($1,000,000.00)and above). The term"Communications System"shall refer to a project that includes the sale of infrastructure hardware and/or software,user devices,and Motorola engineering and installation service. The contract for a"Communication System"will always have a Statement of Work and an Acceptance Test Plan. G:ICONTRACT1RA01-08.8\Motorolal RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 6 of 10 The Parties accept the following definition of routine. A prescribed,detailed course of action to be followed regularly;a standard procedure. ARTICLE 23: INDEMNIFICATION The CONTRACTOR agrees,to the extent permitted by law,to defend and hold harmless H-GAC,the State of Texas,the United States Government and their respective board members,officers,agents,officials,and employees from any and all claims,costs,expenses (including reasonable allomey fees), actions, causes of action,judgments,and liens arising as a result of and to the extent caused by the CONTRACTOR'S negligent acts or omissions under this Contract, the CONTRACTOR'S non-performance of this Contract, or the CONTRACTOR'S violation of any law,regulation or other standard incorporated herein.The CONTRACTOR shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the CONTRACTOR relating to this Contract. • PRODUCT SPECIFIC ARTICLES 2446 • ARTICLES 24.25 AND 26 ARE COMBINED TO READ AS FOLLOWS: PROCEDURAL STEPS ENUMERATED FOR SALES TO END USERS 1. All Cooperative Purchasing business will be processed in accordance with H-GAC's policies and procedures,at contracted prices,and shall include approved order processing charges. 2. END USER will access the Cooperative Purchasing Program through the H-GAC website and/or by submission of any duly executed purchase order to a contractor having a valid contract with H-GAC and in a format acceptable to H-GAC. 3. END USER will submit order(s)electronically through CONTRACTOR'S on-line ordering process or issue Purchase Order(s) directly to CONTRACTOR at contract prices,and also submit a copy to H-GAC. 4. The H-GAC CONTRACTOR will deliver products/services as specified by the contract between CONTRACTOR and H-GAC, and invoice each END USER for(1)products/services purchased and(2)H-GAC'S applicable order processing charge. 5. Upon delivery,acceptance,and receipt of an H-GAC CONTRACTOR's,documented invoice,END USER shall pay the H-GAC CONTRACTOR the full amount of the invoice. 6. For orders of less than$100,000,CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in any case,not later than sixty(60)calendar days after End User order is processed. Payments will be processed to H-GAC on a monthly basis.For orders of$100,000 or more,CONTRACTOR will promptly pay to H-GAC any order processing charges due,and in any case,not later than forty-five(45)calendar days after receipt of End User payment by Motorola. 7. Failure to promptly remit H-GAC's order processing charges may result in sanctions including, but not limited to,contract termination. 8. CONTRACTOR shall be responsible for delivery and acceptance of each unit by END USER,according to the requirements of the specifications,this Contract,and purchase order issued to CONTRACTOR by an END USER. All required equipment tests shall be borne by CONTRACTOR. 9. CONTRACTOR shall promptly provide H-GAC and END USER with all information pertaining to delivery schedules. CONTRACTOR shall also use its best efforts to expedite unit deliveries on shorter notice than set forth in its verification for any specific purchase order when requested. 10. All prices are F.O.B.END USER'S location with all transportation charges prepaid and included in any invoice. 11. All pricing shall be based on the current contract unless the H-GAC CONTRACTOR prior to receipt of END USER's purchase order for delivery of any products/services has received H-GAC's prior written approval for any price increases. 12. The H-GAC CONTRACTOR agrees to accept the terms of this agreement and to conduct all transactions based on pricing and other terms of the contract including,but not limited to,the applicable H-GAC order processing charge. The CONTRACTOR agrees to encourage END USERS to execute authorizing Interlocal contracts with H-GAC. ARTICLE 27: PRE-PAYMENTS AND DISCOUNTS WCONTRACT1RA01-08.81Motorolal RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERA13LE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 7 of 10 1. Progress and pre-payment discounts offered by CONTRACTOR shall be fully disclosed to END USER by CONTRACTOR'S representative and subsequently listed on the END USER'S purchase order to CONTRACTOR. Discounts may be offered by CONTRACTOR based on similarly constructed products and quantity purchases. Discounts may be stated in either dollar amount or percentage and shall be applicable to CONTRACTOR defined number of similar units. 2. CONTRACTOR shall be the sole source of determination as to similar designation. ARTICLE 28: LIABILITY INSURANCE CONTRACTOR shall maintain proof of liability insurance in minimum amounts listed below and shall provide proof of said insurance to H-GAC upon request. General liability $1,000,000 per single occurrence Product liability $1,000,000 per single occurrence Insurance coverage shall be in effect for the length of the contract and any extensions thereof,plus the number of months or days required to deliver any outstanding order after the close of the contract. Contractor shall promptly notify H-GAC of cancellation or changes in insurance coverage during the contract period. ARTICLE 29: COMPLETION AND LIQUIDATED DAMAGES (This Article does not apply to this Contract) ARTICLE 30: COMPLIANCE WITH PROPOSAL SPECIFICATIONS The contract herein provides certain details emphasizing the intent of the proposal specifications: Warranties: CONTRACTOR'S standard equipment warranty,as revised 4-1-00,shall be made a part of this Contract,a copy of which shall be attached to this Document. H-GAC reserves the right to examine the language in this standard warranty and to accept or reject any changes made after this date. H-GAC shall hold the CONTRACTOR responsible for the execution and effectiveness of all product warranty. H-GAC shall look only to the CONTRACTOR as the sole source for solution to problems arising from warranty claims. The CONTRACTOR agrees to respond directly to correction of warranty claims and to ensure reconciliation of warranty claims which have been assigned to a third party. Selection of Components: The selection of quality components shall be determined by the CONTRACTOR. Since durability and warranty provisions are an inherent consideration in the selection process,H-GAC and the END USERS subject themselves to a trust relationship with the CONTRACTOR to deliver a product which will comply with standards set for the specified product detail in the proposal specifications. Contractor's Default: Should the contractor default in providing the equipment as specified in the specifications,and in this contract,recourse may be exercised through the performance bond or other legal remedies. Delivery to End User: CONTRACTOR shall schedule delivery to END USER sites in coordination with the relevant END USER's site. Accessories and Options: All accessories and options listed in the Option Table shall become part of this contract. ARTICLE 31: DOCUMENTATION CONTRACTOR will provide END USER Agency complete operating manuals on all equipment ordered. ARTICLE 32: MANUFACTURER PRICE DECREASES/INCREASES 1. Except as provided in ARTICLE 35,No price increases shall be allowed during the first twelve(12)months of this Contract period. 2. Any request for a price change must be submitted to H-GAC on CONTRACTOR'S letterhead,must be signed by a corporate officer,and must be received by H-GAC at least forty five(45)calendar days prior to the requested effective G:\CONTRACT\RA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 8 of 10 date of the increase. 3. Price increase requests MUST be supported by documentation,acceptable to H-GAC,concerning CONTRACTOR'S actual cost increase. 4. H-GAC reserves the right to accept or reject any price change request. In cases involving contract extensions exceeding sixty-one(61)days beyond the stated expiration date of this Contract,CONTRACTOR may request a price change based on the same conditions as stated above. However,the forty-five(45)day prior notice is waived and H- GAC will consider the request immediately on receipt. ARTICLE 33: CONTRACTOR'S FIRMWARE/SOFTWARE CONTRACTOR provides firmware/software only under license. END USER agencies will not own such firmware/software and will be authorized for its use only after proper completion of the CONTRACTOR'S Software Agreement Documentation except as CONTRACTOR agrees to sell the Source Code to the END USER. ARTICLE 34: SYSTEM PURCHASE AGREEMENT It is agreed that the scope of this Contract is limited to the procurement of equipment and services defined in Motorola's Proposal Response opened October 4,2007 in response to the Proposal Specifications. It is further agreed that END USERS may use this Contract to purchase systems and/or services. In such event,a separate agreement,making reference to this Contract,may be negotiated between the CONTRACTOR,and the END USER. Said document shall be entitled, "System Purchase Agreement". Using prices for products and services established in the Proposal Response opened October 4,2007,each "System Purchase Agreement"shall define the associated costs for all such services. The"System Purchase Agreement"shall set forth all specific details of the negotiated agreement. It may include,but is not limited to the following: •division of responsibilities, •sites, •surface/subsurface conditions, •system design technical requirements, •performance and schedules, •coverage, •warranties, •installation and implementation, •list of deliverables, •Title and Risk of Loss, • FCC Licensing, •software licensing, •acceptance criteria, •payment terms, •documentation requirements, •changes, •customer delay, •termination for convenience/default, •limitation of liability, •training, •bonds,and •maintenance. ARTICLE 35: SUBSTITUTIONS AND DEVIATIONS H-GAC agrees to the substitution of Contractor's new published list prices to include new offerings. Along with the price book, Contractor will continue to provide a static discount structure to each part using published APC's(assigned product codes) consistent with current discounts. The new pricing,submitted in CD format,will be updated bi-monthly and provide a published sheet containing any changes within the CD format. Upon receipt of the CD,H-GAC will notify Contractor within five(5) business days if the price increases are not acceptable,or if H-GAC requires more information to make the determination. ARTICLE 36: BLANKET PERFORMANCE BOND (This Article does not apply to this Contract) ARTICLE 37: PERFORMANCE BOND ISSUED TO END USER Optional Performance Bonds may be purchased and issued to the relevant END USER for an amount equal to the value of each purchase order. ARTICLE 38: INSPECTIONS BY H-GAC CONTRACTOR agrees to provide access to H-GAC authorized personnel for inspection of facilities and audit of purchase orders during the Contract period and for a period extending to the completion of any and all equipment ordered under the terms of this contract. Site inspections shall be arranged not less than ten(10)calendar days before said inspections and shall state the name(s)of persons who will conduct the inspections. CONTRACTOR shall not incur expenses relating thereto. ARTICLE 39: PROPOSAL PRICES OFFERED BY CONTRACTOR The pricing listed in CONTRACTOR'S Proposal Response as stated on Forms D through F shall be applicable to all products ordered under the terms of this Contract. Additional discounts may be offered at the discretion and sole liability of the CONTRACTOR. ARTICLE 40: CHANGE ORDER PROVISIONS Texas statutes limit change orders to an amount not exceeding twenty-five(25%)of the proposal price. A decrease of like amount is also provided. For the purpose of H-GAC procedures,the proposal price includes the base proposal amount and all priced options submitted with the proposal response. G:\CONTRAC1NRA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE UIPMENT Page 9 of 10 ARTICLE 41: ORDER CANCELLATION In the event CONTRACTOR is unable to deliver a product/service by the scheduled delivery date,and the delay is caused by factory production delays exceeding one hundred twenty(120)days from the delivery date set in the purchase order,said product/service shall be subject to possible cancellation by END USER. CONTRACTOR shall notify END USER and H-GAC ofany conditions of Force Majeure that might cause delay in delivery of products/services. [See Article 11: "Force Majeure"I ARTICLE 42: ASSIGNMENT OR SUBLEASE OF RIGHTS Neither party shall assign or sublease any rights under this contract without the written consent of the other party.[See Article: "Subcontracts" ARTICLE 43: CHANGE OF OWNERSHIP The CONTRACTOR shall notify H-GAC of any material change in name,ownership or control. Such notification shall be supplied within ten(10)business days of such change. ARTICLE 44: NON-COMPETITION CLAUSE A CONTRACTOR'S published or unpublished options may not compete with another CONTRACTOR'S base proposal award. ARTICLE 45: PRODUCER PRICE INDEX APPLIED TO CONTRACT EXTENSIONS Consideration of any contract extension exceeding sixty-one(61)days beyond the stated expiration date of the original contract period, may be subject to possible increases/decreases in the original proposal prices offered by the CONTRACTOR The price increases/decreases shall not exceed the Producer Price Index(PPI)for the latest available reporting period prior to expiration of the original contract. The relevant product code,as defined by the criteria of the U.S.Department of Labor's latest reporting period,shall be used to determine the maximum price increaseldecrease for the length of the contract extension. H-GAC shall establish the date of the latest available report in determining the rate of increase/decrease based on direct communication with the U.S.Department of Labor. ARTICLE 46: CONTRACT PERFORMANCE CONTRACTOR must meet the following performance criteria at all times,and to H-GAC's complete satisfaction. Failure to do so may be considered to be non-compliant performance and may result in contract termination at H-GAC's sole discretion. I. CONTRACTOR shall maintain sufficient qualified staff to process Purchase Orders,and to respond promptly by telephone,fax, and email. 2. CONTRACTOR shall participate in orientation and training as may be required by H-GAC. 3. H-GAC reserves the right to request that a new Sales Representative be assigned to the contract(Proposal Specifications,General Terms and Conditions). 4. CONTRACTOR shall provide toll free line(s)for access by H-GAC's End Users. 5. Motorola will use commercially reasonable efforts to encourage H-GAC End User Participants to purchase contracted items through the H-GAC Contract. 6. All Products/services sold and delivered will include all current manufacturer's standard features at no additional charge,and meet al l H-GAC requirements and specifications in all respects. 7. Scheduled delivery dates will be met in all cases unless prevented by Force Majeure. G:\C0NTRACT\RA01-08.8\Motorola\RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Page 10 of 10 This contract,signed in two originals by both parties,shall become effective on the First day of January,2008 and shall remain in effect for a period ending on the Thirty First day of December,2009 at Midnight Central Time.The incorporated copies of Proposal Specifications numbered RA01-08 Terms and Conditions, and Proposaler's Response documents as identified in Article 1,shall become part of this contract. Signed for Houston Galveston I Area Council alive Director Houston,TX ` Attest for Houston Galveston Area Council Deid ick,D'i&TfoYck Public Se es Houston,TX Date: 2 Signed for Motorola,Inc. Farmers Branch,TX Date: oZ o2 2`20 � `-O Printed Name&Title: ' lwwlena )C;e Ci"J7'-_ /!1 G lJ iG Attest for Motorola,Inc. j5/ Farmers Branch,TX A i Date:-12 20 19 Printed Name&Title:_ �t_''7'Ve t g! ? 3l'5'R 74V r- G:\CONTRACT\RA01-08.8\Motorola\_RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT Sig Initial: t� This warranty applies within the fifty(50)United States,the District of Columbia and Canada. LIMITED WARRANTY MOTOROLA COMMUNICATION PRODUCTS If the affected product is being purchased pursuant to a written Communications System Agreement signed by Motorola,the warranty contained in that written agreement will apply. Otherwise,the following warranty applies. 1. WHAT THIS WARRANTY COVERS AND FOR HOW LONG: Motorola Inc. or, if applicable, Motorola Canada Limited ("Motorola") warrants the Motorola manufactured radio communications product,including original equipment crystal devices and channel elements ('Product"), against material defects in material and workmanship under normal use and service for a period of One (1) Year from the date of shipment. Motorola, at its option, will at no charge either repair the Product (with new or reconditioned parts), replace it with the same or equivalent Product (using new or reconditioned Product), or refund the purchase price of the Product during the warranty period provided purchaser notifies Motorola according to the terns of this warranty, Repaired or replaced Product is warranted for the balance of the original applicable warranty period. All replaced parts of the Product shall become the property of Motorola. This express limited warranty is extended by Motorola to the original end user purchaser %W purchasing the Product for purposes of leasing or for commercial, industrial, or governmental use only,and is not assignable or transferable to any other party. This is the complete warranty for the Product manufactured by Motorola. Motorola assumes no obligations or liability for additions or modifications to this warranty unless made in writing and signed by an officer of Motorola. Unless made in a separate written agreement between Motorola and the original end user purchaser, Motorola does not warrant the installation, maintenance or service of the Product. Motorola cannot be responsible in any way for any ancillary equipment not furnished by Motorola which is attached to or used in connection with the Product,or for operation of the Product with any ancillary equipment, and all such equipment is expressly excluded from this warranty. Because each system which may use the Product is unique, Motorola disclaims liability for range, coverage, or operation of the system as a whole under this warranty. II. GENERAL PROVISIONS: This warranty sets forth the full extent of Motorola's responsibilities regarding the Product. Repair, replacement or refund of the purchase price, at Motorola's option, is the exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL OTHER EXPRESS WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED,INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE 6 OF THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, Syr COMMERCIAL LOSS,LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL,SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT,TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. III. HOW TO GET WARRANTY SERVICE. Purchaser must notify Motorola's representative or call Motorola's Customer Response Center at 1-800-247-2346 within the applicable warranty period for information regarding warranty service. IV. WHAT THIS WARRANTY DOES NOT COVER: A) Defects or damage resulting from use of the Product in other than its normal and customary manner. B) Defects or damage from misuse,accident,water,or neglect. C) Defects or damage from improper testing, operation, maintenance, installation, alteration,modification,or adjustment. D) Breakage or damage to antennas unless caused directly by defects in material workmanship. E) A Product subjected to unauthorized Product modifications, disassemblies or repairs (including, without limitation, the addition to the Product of non-Motorola supplied equipment) which adversely affect performance of the Product or interfere with Motorola's normal warranty inspection and testing of the Product to verify any warranty claim. F) Product which has had the serial number removed or made illegible. G) Batteries(they carry their own separate limited warranty). H) Freight costs to the repair depot. I) A Product which, due to illegal or unauthorized alteration of the software/firmware in the Product, does not function in accordance with Motorola's published specifications or with the FCC type acceptance labeling in effect for the Product at the time the Product was initially distributed from Motorola. n Scratches or other cosmetic damage to Product surfaces that does not affect the operation of the Product. K) That the software in the Product will meet the purchaser's requirements or that the operation of the software will be uninterrupted or error-free. L) Normal and customary wear and tear. M) Non-Motorola manufactured equipment unless bearing a Motorola Part Number in the form of an alpha numeric number(i.e.,TDE6030B). V. GOVERNING LAW In the case of a Product sold in the United States and Canada,this Warranty is governed by the laws of the State of Illinois and the Province of Ontario,respectively. VI. PATENT AND SOFTWARE PROVISIONS: Motorola will defend, at its own expense, any suit brought against the end user purchaser to the extent that it is based on a claim that the Product or its parts infringe a United States patent,and Motorola will pay those costs and damages finally awarded against the end user purchaser in any such suit which are attributable to any such claim, but such defense and payments are conditioned on the following: 1 A) that Motorola will be notified promptly in writing by such purchaser of any notice of such claim; B) that Motorola will have sole control of the defense of such suit and all negotiations for its settlement or compromise;and Q should the Product or its parts become,or in Motorola's opinion be likely to become,the subject of a claim of infringement of a United States patent, that such purchaser will permit Motorola,at its option and expense,either to procure for such purchaser the right to continue using the Product or its parts or to replace or modify the same so that it becomes non-infringing or to grant such purchaser a credit for the Product or its parts as depreciated and accept its return. The depreciation Hill be an equal amount per year over the lifetime of the Product or its parts as established by Motorola. Motorola will have no liability with respect to any claim of patent infringement which is based upon the combination of the Product or its parts furnished hereunder with software, apparatus or devices not furnished by Motorola, nor will Motorola have any liability for the use of ancillary equipment or software not furnished by Motorola which is attached to or used in connection with the Product. The foregoing states the entire liability of Motorola with respect to infringement of patents by the Product or any its parts thereof. Laws in the United States and other countries preserve for Motorola certain exclusive rights for copyrighted Motorola software such as the exclusive rights to reproduce in copies and distribute copies of such Motorola software. Motorola software may be used in only the Product in which the software was originally embodied and such software in such Product may not be replaced, copied, distributed, modified in any way, or used to produce any derivative thereof. No other use including, without limitation, alteration, modification, reproduction, distribution, or reverse engineering of such Motorola software or exercise of rights in such Motorola software is permitted. No license is granted by implication,estoppel or otherwise under Motorola patent rights or copyrights. Attachment A MOTOROLA,INC. Radio Communication/Emergency Response&Mobile Interoperable Equipment Contract No.:RA01-08 Product Base Offered Code Manufacturer Description Price A&B Per the RFP Motorola has included an Electronics Catalogue(ECAT), April 2007 Edition,on a CD media in lieu of listiong each individual product and its options. In addition,the discount APC(Accounting Product Code) sheet detailed below is to be used to calculate all individual prices within the ECAT disk. D Service Motorola Integration Services Motorola offers wide range of services including Integration,Installation and Training. D The cost of these services is regional in nature. Samples below are listed for reference only. D Project Management Daily Rate* $1,500 D System Engineering Daily Rate* $1,500 D System Technologist Daily Rate* $1,800 D Standard Shop Installation:Hourly Rate* $125 D Standard Shop Installation:Daily Rate* $850 D Mobile Radio Installation* $150-$350 D Radio Programming* $45-$100 D Data Installation* $1504350 D *Prices may vary by Re ion and Stated Scope.Travel Not Included APC'S ECAT Category %Discount 153 Data Applications 15% 297 1 Data Applications 0% 333 Data Applications 0% 339 Data Applications 0% 879 jData Applications 0% Data Subscriber 87 Devices 0% Data Subscriber 137 Devices 5% Data Subscriber 170 lDevices 5% Data Subscriber 171 Devices 10% Data Subscriber 225 Devices 10% Data Subscriber 312 Devices 20% Data Subscriber 343 Devices 22% Data Subscriber 508 Devices 10% Data Subscriber 708 1 Devices 10% Data Subscriber 736 Devices 22% Data Subscriber 855 Devices 10% 214 Fixed Data Products 10% 275 Fixed Data Products 10% 224 Fixed Data Products 10% 403 Fixed Data Products 10% 469 Fixed Data Products 10% 499 Fixed Data Products 10% Fixed Network 222 Equipment 0% Fixed Network 381 Equipment 5% Fixed Network 403 Equipment 10% 218 Fixed Stations 20% 281 Fixed Stations 18.50% 301 Fixed Stations 20% 360 Fixed Stations 15% 448 Fixed Stations 20% 509 Fixed Stations 20% 512 Fixed Stations 23% 537 Fixed Stations 20% 590 Fixed Stations 20% 595 Fixed Stations 15% 675 Fixed Stations 20% 676 Fixed Stations 20% 680 Fixed Stations 20% 780 Fixed Stations 0% 793 Fixed Stations 10% Fixed Station 207 Accessories 10% Fixed Station 273 Accessories 10% Fixed Station 277 jAccessories 20% Fixed Station 301 Accessories 20% Fixed Station 524 Accessories 15% Fixed Station 525 Accessories 15% Fixed Station 687 Accessories 18% Fixed Station 207 Antenna Systems 10% Fixed Station 118 Controls 15% Fixed Station 124 Controls 15% Fixed Station 129 Controls 20% Fixed Station 202 lControls 15% Fixed Station 207 Controls 10% Fixed Station 228 Controls 30% Fixed Station 229 Controls 5% Fixed Station 261 Controls 5% Fixed Station 322 Controls 15% Fixed Station 377 Controls 10% Fixed Station 404 Controls 20% Fixed Station 443 Controls 18.50% Fixed Station 448 Controls 20% Fixed Station 454 Controls 15% Fixed Station 708 Controls 10% Fixed Station 729 Controls 0% Fixed Station 740 Controls 10% 291 Mobile Accessories 15% 554 Mobile Accessories 15% 644 Mobile Accessories 15% 103 Mobile Stations 20% 109 Mobile Stations 15% 185 Mobile Stations 0% 189 Mobile Stations 15% 276 Mobile Stations 18.50% 287 Mobile Stations 10.00% 374 Mobile Stations 15% 412 Mobile Stations 10% 500 Mobile Stations 20% 514 Mobile Stations 18% 518 Mobile Stations 18% 672 Mobile Stations 20% 775 Mobile Stations 15% 776 Mobile Stations 20% 792 Mobile Stations 0% 869 Mobile Stations 20% 131 Network Products 10% 147 Network Products 10% 207 Network Products 10% 136 Pager/Receiver 10% 169 Pagers 10% IPortable Radiophone 15 Portables 15% Portable Radiophone 177 (Portables) 15% �Portable Radiophone 185 (Portables) 0% Portable Radiophone 205 (Portables) 25% Portable Radiophone 276 Portables 18.50% Portable Radiophone 320 (Portables) 20% Portable Radiophone 355 (Portables) 0% Portable Radiophone 407 Portables 25% Portable Radiophone 453 (Portables) 20% Portable Radiophone 476 Portables 20% Portable Radiophone 672 (Portables) 20% Portable Radiophone 687 Portables 18% Portable Radiophone 721 (Portables) 20% Portable Radiophone 749 Portables 15% Portable Radiophone 841 (Portables) 15% Radioware 232 Solutions 20% 129 Radius Products 20% 159 1 Radius Products 20% 169 Radius Products 20% 185 Radius Products 00/0 262 Radius Products 20% 271 Radius Products 20% 291 Radius Products 20% 562 Radius Products 20% 372 Radius Products 20% 417 Radius Products 20% 433 Radius Products 20% 456 Radius Products 20% 457 1 Radius Products 20% 459 Radius Products 20% 476 Radius Products 20% 515 Radius Products 20% 547 Radius Products 20% 554 Radius Products 20% 555 Radius Products 20% 577 Radius Products 20% 644 Radius Products 20% 682 Radius Products 20% 706 Radius Products 20% 742 Radius Products 20% 744 Radius Products 20% 780 Radius Products 20% 785 Radius Products 20% 793 Radius Products 20% 795 Radius Products 20% 136 Receivers 10% 509 Receivers 20% 512 Receivers 23% 743 Receivers 15% 137 Secure Solutions 5% 201 Secure Solutions 5% 229 Secure Solutions 5% 424 Secure Solutions 15% 443 Secure Solutions 15% 462 Secure Solutions 5% 524 Secure Solutions 15% 525 Secure Solutions 15% Software 195 U ades/Flash ort 0% Software 371 U es/Flash ort 0% Software 430 U rades/Flash ort 20% Software 647 U rades/Flash ort 0% Software 729 U des/Flash ort 0% Software 823 Upgrade las4ort 0% Trunking Products 39 and Systems 10% Trunking Products 40 and Systems 1 15% Trunking Products 41 and Systems 10% Trunking Products 85 and Systems 15% Trunking Products 112 and Systems 15% Trunking Products 115 land Systems 10% Trunking Products 152 and Systems 5% Trunking Products 277 land Systems 20% Trunking Products 280 and Systems 18.50% Trunking Products 281 land Systems 18.50% Trunking Products 377 and Systems 10% Trunking Products 495 and Systems 15% Trunking Products 593 and Systems 23% Trunking Products 647 and Systems 0% Trunking Products 708 and Systems 10% Trunking Products 877 and Systems 18.50% 37 Wireless Mobility 5% 38 Wireless Mobility 5% 484 Wireless Mobility 5% 563 Wireless Mobility 5% 606 l Wireless Mobility 15% 683 Wireless Mobility 15% 832 Wireless Mobility 10% 977 1 Wireless Mobility 5% SYSTEM PURCHASE AGREEMENT THIS AGREEMENT("Agreement"),made and entered into this day of by and between Motorola Inc., a Delaware corporation duly authorized to conduct business in the State of Texas ("Motorola" or "Seller"), the Houston-Galveston Area Council, a body corporate and politic("H-GAC")and , a body corporate and politic ("Purchaser"). WITNESSETH: WHEREAS,the Purchaser desires to purchase a Communications System; and WHEREAS,Motorola desires to sell a Communications System to Purchaser; and WHEREAS, H-GAC, acting as the agent for various local governmental entities who are "End Users" under interlocal agreements (including the Purchaser) has solicited quotations for radio communications equipment and conducted discussions with Motorola concerning its proposal and, where applicable, in accordance with the competitive procurement procedures of Texas law; and WHEREAS, H-GAC and Motorola entered into that certain Radio Communications Equipment & Systems Agreement dated as of January 1, 2008 (the "Contract"), which provided that End Users may purchase radio communications equipment from Motorola pursuant to certain terms contained therein; and WHEREAS,pursuant to Article 34 of the Contract,Purchaser, Motorola and Purchaser now wish to enter into this System Purchase Agreement to delineate the specific terms of the purchase of radio communications equipment from Motorola by the Purchaser. THEREFORE, the parties hereby enter into an agreement pursuant to which Motorola shall perform the work and furnish the equipment and services as more fully set forth herein and in the following exhibits, which are either attached hereto or incorporated by reference and hereby made a part of this Agreement: Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan, and Equipment List all dated Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement dated January 1, 2008. Exhibit E Motorola Enhanced System Support Statement of Work("ESS Plan") NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the parties agree as follows: Motorola/H-GAG 1 System Purchase Agmt. Section 1 SCOPE OF WORK A. Motorola shall furnish all of the equipment as outlined in Exhibit C and provide the tools, supplies, labor and supervision necessary for the installation of the items purchased in accordance with Exhibit C. B. In addition to responsibilities described in the Statement of Work, Purchaser shall perform the following coincident with the performance of this Agreement: (1) Provide a designated Project Director. (2) Provide ingress and egress to Purchaser's facilities and/or sites as requested by Motorola and have such facilities available for installation of the equipment to be installed. (3) Provide adequate telephone lines (including modem access and adequate interfacing networking capabilities) for the installation and operation of the equipment. (4) Provide adequate AC Power at 117 VAC + 10%, 60 Hz for the installation and operation of the equipment. (5) Provide a designated work area with adequate heat and light, and a secure storage area for equipment delivered to the Purchaser. The Purchaser shall be solely liable for loss or damage to equipment prior to, during and following installation when such equipment is on or within Purchaser's facilities and/or vehicles. Section 2 SITES This Agreement is predicated on the utilization of sites and site configurations, which have been selected either by the Purchaser or by Motorola as contained in the Motorola proposal. In either situation, should it be determined by either Motorola or Purchaser during the course of performance on this Agreement that the sites or configuration selected are no longer available or desired, new or replacement sites or configuration will be selected and approved by both Motorola and the Purchaser. If any price adjustments are necessary as a result of these new or replacement sites, such price adjustments will be added to this Agreement by change order in accordance with Section 4 of the General Provisions. Section 3 SUBSURFACE/STRUCTURAL CONDITIONS This Agreement and the Motorola proposal are predicated upon normal soil conditions defined by E.I.A. standard RS-222 (latest revision). Should Motorola encounter subsurface, structural, and/or latent conditions at any site differing from those, indicated on the specifications, or as used in the preparation of the bid price, the Purchaser will be given immediate notice of such conditions before they are further disturbed. Thereupon, Motorola and the Purchaser shall promptly investigate the conditions and, if found to be different, will adjust the plans and/or specifications as may be necessary. Any changes that cause an adjustment in the contract price or in time required for the performance of any part of the contract shall result in a contract modification in accordance with Section 4 of the General Provisions. Motorolaffl-GAG -2- System Purchase Agmt. Section 4 PERIOD OF PERFORMANCE A. Motorola projects that it will be able to obtain final acceptance and completion of the Acceptance Test Plan within days after the contract is signed by all parties. A more detailed timeline shall be provided to Purchaser after the design review and customer kick-off meeting. B. Whenever Motorola knows or reasonably should know that any actual or potential condition due to circumstances beyond its control is delaying or threatens to delay the timely performance of the work, Motorola shall within thirty (30) days give Purchaser notice thereof and may request an extension of time to perform the work. C. In order to successfully integrate and implement this project, shipments will be made F.O.B. Destination to Purchaser facilities, local Motorola staging facilities, warehousing facilities, or any combination thereof. It is agreed that this plan is acceptable to Purchaser and that Motorola will advise prior to shipment of actual destination and that purchaser will accept shipment,and make payment as required by this Agreement. D. It is also agreed that equipment shipping dates reflected in this agreement or in Motorola proposals are estimates only, and that shipment may be made at any time prior to, or subsequent to these estimated shipping dates. Section 5 ACCEPTANCE CRITERIA A. Motorola will test the Communications System in accordance with the Acceptance Test Plan. System acceptance will occur upon the successful completion of such testing ("System Acceptance") at which time both parties shall promptly execute a certificate of system acceptance. If the Acceptance Test Plan includes separate tests for individual subsystems, both parties shall promptly execute certificates of subsystem acceptance upon the successful completion of testing of such subsystems. Minor omissions or variances in performance which do not materially affect the operation of the Communications System as a whole will not postpone System Acceptance. Purchaser and Motorola will jointly prepare a list of such omissions and variances which Motorola will correct according to an agreed upon schedule. B. Motorola agrees to notify Purchaser when the Communications System is ready for acceptance testing. Motorola and Purchaser agree to commence acceptance testing within ten (10) business days after receiving such notification. If testing is delayed for reasons within the control of Purchaser or its employees, contractors, agents or consultants for more than ten (10) business days after notification, final payment will be due within thirty (30) days after such notification and the Warranty Period will commence immediately. C. Motorola may, but is not obligated to, issue written authorization for Purchaser to use the Communications System or its subsystem(s) for limited training or testing purposes, prior to the completion of testing by Motorola. Any use of the Communications System without prior written authorization by Motorola shall constitute System Acceptance. Motorola/H-GAC/ -3- System Purchase Agmt. Section 6 PAYMENT SCHEDULE A. Motorola agrees to sell all of the equipment and perform the services as outlined in the Scope of Work, and Purchaser agrees to buy the aforementioned equipment and services for the sum of ($ ), including the H-GAC administration fee of$ The final price may be adjusted by change orders approved pursuant to Statement of Work attached hereto as Exhibit"C". B. Payments to Motorola shall be made according to the following milestones: 1. 20% of the total contract price is due when Purchaser executes this Agreement; 2. 60% of the total contract price will be invoiced immediately after the Equipment is shipped from Motorola's facilities; 3. 10% of the total contract price will be invoiced immediately after the Equipment is installed at the sites specified in the Exhibits; and 4. 10% of the total contract price will be invoiced immediately after System Acceptance. C. In the event of failure or delay by the Purchaser in providing sites, space, approvals, licenses, or any other Purchaser obligations required preceding delivery of Motorola equipment, it is agreed that Motorola, at its sole discretion, may ship equipment as planned and that the Purchaser will accept the equipment and make payment in accordance with the terms of this Agreement. Any additional costs incurred by Motorola for storage of equipment will be invoiced and paid by Purchaser. D. Payments to Motorola shall be made as follows: (i) Motorola will post the delivery date into HGACbuy.com. (ii) Motorola shall immediately forward an invoice for the payment requested in Section 6(B)above to Purchaser. (iii) Purchaser shall pay the Motorola invoice within thirty (30) calendar days of receipt. E. Payment of H-GAC's administrative fee: Motorola will pay H-GAC in accordance with the payment terms of Contract No. RA01- 08. F. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the date as set forth above and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. Section 7 PROJECT MANAGEMENT Motorola/H-GAG -4- System Purchase Agmt. A. If the size or complexity of the project warrants, Motorola will assign a Project Manager, who is authorized to exercise technical direction of this project. Motorola, at any time, may designate a new or alternate Project Manager with written notice to Purchaser and H-GAC. B. All matters affecting the terms of this Agreement or the administration thereof shall be referred to Motorola's cognizant Contract Administrator who shall have authority to negotiate changes in or amendments to this Agreement. Section 8 NOTICE ADDRESSES A. Motorola,Inc. 6450 Sequence Drive San Diego, Ca 92121 Attn.: Law Department B. C. Houston-Galveston Area Council 3555 Timmons Lane, Suite 500 Houston,Texas 77027 Attn.: Public Services Manager Section 9 ORDER OF PRECEDENCE In the event of an inconsistency in this Agreement, the inconsistency shall be resolved in the following order: Exhibit A General Provisions. Exhibit B Motorola Software License. Exhibit C Motorola's Statement of Work, System Description, Acceptance Test Plan and Equipment List. Exhibit E Motorola Enhanced System Support Statement of Work("ESS Plan" Exhibit D Motorola/H-GAC Radio Communications Equipment & Systems Agreement dated January 1,2008. Section 10 DISPUTES Motorola and the Purchaser will attempt to settle any claim or controversy arising out of this Agreement through consultation and negotiation in good faith and a spirit of mutual cooperation. If those attempts fail, then the dispute will be mediated by a mutually acceptable mediator to be chosen by Motorola and the Purchaser within thirty (30) days after written notice by one of the parties demanding non-binding mediation. Neither party may unreasonably withhold consent to the selection of a mediator, and Motorola and the Purchaser will share the cost of the mediation Motorola/H-GAG -5- System Purchase Agmt. equally. By mutual agreement, however, Motorola and Purchaser may postpone mediation until both parties have completed some specified but limited discovery about the dispute. The parties may also agree to replace mediation with some other form of non-binding alternate dispute resolution procedure("ADR"). Any dispute which cannot be resolved between the parties through negotiation or mediation within two (2) months of the date of the initial demand for it by one of the parties may then be submitted to a court of competent jurisdiction in Texas. Both Motorola and Purchaser consent to jurisdiction over it by such a court. The use of any ADR procedures will not be considered under the doctrine of laches, waiver or estoppel to affect adversely the rights of either party. Nothing shall prevent either of the parties from resorting to the judicial proceedings mentioned in this paragraph if (a) good faith efforts to attempt resolution of the dispute under these procedures have been unsuccessful or (b) interim relief from the court is necessary to prevent serious and irreparable injury to one of the parties or others. Section 11 SEVERABILITY If any portion of this Agreement or any exhibits hereto is held to be invalid, such provision or portion of such provision shall be considered severable, and the remainder of this Agreement shall not be affected. Section 12 HEADINGS AND SECTION REFERENCES The headings given to the paragraphs are inserted for convenience only and are in no way to be construed as part of this Agreement or as a limitation of the scope of the particular paragraph to which the heading refers. Motorola/H-GAC/ -6- System Purchase Agmt. Section 13 FULL AGREEMENT This Agreement and its Exhibits constitute the final expression of the agreement of the parties and supersedes all previous agreements and understandings, whether written or oral, relating to the work. This Agreement may not be altered, amended, or modified except by written instrument signed by duly authorized representatives of the parties. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the last day and year written below. MOTOROLA,INC. PURCHASER By: By: (Signature) (Signature) Name: Name: (Print-Block Letters) (Print-Block Letters) Title: Title: (Print-Block Letters) (Print-Block Letters) Date: Date: Motorola/H-GAG -7- System Purchase Agmt. EXHIBIT A GENERAL PROVISIONS MOTOROLA,INC. Section 1 STANDARDS OF WORK Motorola agrees that the performance of work described in this Agreement and pursuant to this Agreement shall be done in a professional manner and shall conform to professional standards. All packaging and packing shall be in accordance with good commercial practice. Section 2 TAXES The prices set forth in the Agreement are exclusive of any amount for Federal, State or Local excise, sales, lease, gross income service, rental, use, property, occupation or similar taxes. If any taxes are determined applicable to this transaction or Motorola is required to pay or bear the burden thereof, the Purchaser agrees to pay to Motorola the amount of such taxes and any interest or penalty thereon no later than thirty (30) days after receipt of an invoice therefor. Section 3 SHIPPING,TITLE AND RISK OF LOSS All sales and deliveries are F.O.B. Destination. Motorola reserves the right to make deliveries in installments and the Agreement shall be severable as to such installments. Title to the equipment shall pass to the Purchaser upon receipt at the F.O.B. Destination. After delivery to the F.O.B. Destination, risk of loss and damage to the articles shall be borne by the Purchaser. The above notwithstanding, title to software and any third party supplied software shall not pass upon payment of the license fee therefor or under any circumstances. Section 4 CHANGES IN THE WORK A. The Purchaser may, at any time, by written order, make changes within the general scope of the work, including but not limited to revisions of, or additions to, portions of the work, or changes in method of shipment or packaging and place of delivery. B. If any order under this Section 4 causes an increase or decrease in the cost of or time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement price or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Motorola is not obligated to comply with any order hereunder unless and until the parties reach agreement as to the aforementioned equitable adjustment and same is reflected as an addendum to this Agreement. 1- System Purchase Agmt Section 5 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability whether for breach of contract, warranty, negligence, indemnification, strict liability in tort or otherwise, is limited to the price of the particular products or services sold hereunder with respect to which losses or damages are claimed. Purchaser's sole remedy is to request Motorola at Motorola's option to either refund the purchase price, repair or replace product(s) that are not as warranted. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. No action shall be brought for any breach of this contract more than one (1) year after the accrual of such cause of action except for money due upon an open account. Section 6 EXCUSABLE DELAYS A. Neither Motorola nor the Purchaser shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but are not be limited to, acts of God; fire; strikes; material shortages; compliance with laws or regulations; riots; acts of war; or any other conditions beyond the reasonable control of the party or parties. B. Delays as identified herein may cause an impact on the Period of Performance stated in the Agreement. Such delays will be subject to an Agreement addendum as described in Section 4. Section 7 DEFAULT A. If Motorola is wholly responsible for failure to make delivery or complete installation under the Agreement, the Purchaser may consider Motorola to be in default, unless such failure has been caused by the conditions set forth in Section 6 of these General Provisions. B. The Purchaser shall give Motorola written notice of such default and Motorola shall have thirty (30) days to provide a plan of action to cure the default. If Motorola fails to cure the default, the Purchaser may terminate any unfulfilled portion of this Agreement or complete the system through a third party. In the event the Purchaser completes the system through a third party, Motorola shall be responsible for an amount in excess of the Agreement price, not to exceed the value of the terminated portion, incurred by the Purchaser in completing the system to a capability not exceeding that specified in the Agreement. IN THE EVENT OF DEFAULT, MOTOROLA SHALL NOT BE LIABLE FOR ANY INCIDENTAL, LIQUIDATED, SPECIAL OR CONSEQUENTIAL DAMAGES. -2- System Purchase Agmt Section 8 DELAYS BY PURCHASER If the Purchaser is responsible for delays which cause the installation and acceptance of this system, to be rescheduled beyond the Period of Performance set forth in the Agreement, the Purchaser shall be liable for actual costs incurred by Motorola resulting from these delays. Such charges may include, but are not limited to, additional Engineering; rescheduling charges; storage charges; maintenance charges; and transportation charges. The Purchaser shall have the option to attempt to minimize actual costs incurred by storing and transporting equipment at its own expense. Section 9 LICENSES/AUTHORIZATION The Purchaser is solely responsible for obtaining any licenses or other authorizations required by the Federal Communications Commission and for complying with FCC rules. Neither Motorola nor any of its employees is an agent or representative of the Purchaser in FCC matters or otherwise. Motorola, however, may assist in the preparation of the license application at no charge to the Purchaser. Purchaser acknowledges that project implementation is predicated on receipt of proper FCC licensing. Section 10 INDEMNIFICATION Motorola agrees to and hereby indemnifies and saves Purchaser and/or H-GAC harmless from all liabilities,judgments,costs, damages and expenses which may accrue against,be charged to, or recovered from the Purchaser and/or H-GAC by reason of or on account of damage to the tangible property of the Purchaser or the property of, injury to, or death of any person, to the extent and in the proportion that such damage or injury is caused by Motorola's negligent acts or omissions or that of its employees, subcontractors, or agents while on the premises of the Purchaser during the delivery and installation of the communications equipment. IN NO EVENT WILL MOTOROLA BE LIABLE FOR INCIDENTAL,SPECIAL OR CONSEQUENTIAL DAMAGES. Section 11 EQUIPMENT COMPATIBILITY;PRODUCT SUPPORT Motorola agrees that the equipment, will perform in accordance with the specifications and representations stated in Motorola's Proposal and Equipment List included in this Agreement. This Agreement does not extend to the performance of the equipment as a part of a larger system generally nor specifically to equipment in combination with products,elements or components not supplied by Motorola. Motorola will use commercially reasonable efforts to provide replacement parts for Motorola manufactured subscriber equipment for five (5) years and for Motorola manufactured fixed infrastructure equipment for seven (7) years, both from the date of last manufacture. Motorola reserves the right to supply either assemblies or piece parts. -3- System Purchase Agmt Section 12 WARRANTIES A. WARRANTY PERIOD. Upon System Acceptance, the System Functionality representation described below is fulfilled. The Equipment and Motorola Software is warranted for a period of one (1) year after System Acceptance ("Warranty Period") in accordance with the applicable limited warranties shown below. In no event will the warranty period last longer than eighteen (18) months after the Equipment and Software is shipped from Motorola. Purchaser must notify Motorola in writing if Equipment or Motorola Software does not conform to these warranties no later than one month after the expiration of the Warranty Period. B. SYSTEM FUNCTIONALITY. Motorola represents that the Communications System will satisfy the functional requirements in Exhibit C. Upon System Acceptance, this System Functionality representation is fulfilled. After System Acceptance, the Equipment Warranty set forth below, the Software Warranty set forth in the Software License Agreement, and the ESS Plan will apply. Motorola will not be responsible for performance deficiencies of the System caused by ancillary equipment not furnished by Motorola attached to or used in connection with the System provided hereunder. Additionally, Motorola will not be responsible for System performance when the functionality is reduced for reasons beyond Motorola's control including, but not limited to, i) an earthquake, adverse atmospheric conditions or other natural causes; ii) the construction of a building that adversely affects the microwave path reliability or RF coverage; iii) the addition of additional frequencies at System sites that cause RF interference or intermodulation; iv) Purchaser changes to load usage and/or configuration outside the parameters specified in Exhibit C; v) any other act of parties who are beyond Motorola's control, including Purchaser or its employees, contractors, consultants or agents. C. EQUIPMENT WARRANTY. Motorola warrants the Equipment against material defects in material and workmanship under normal use and service during the Warranty Period. Unless otherwise specified in writing, the Warranty Period for non-Motorola manufactured Equipment will be as stated in this Section. At no additional charge and at its option, Motorola will either repair the defective Equipment,replace it with the same or equivalent Equipment, or refund the purchase price of the defective Equipment, and such action on the part of Motorola will be the full extent of Motorola's liability hereunder. Repaired or replaced Equipment is warranted for the balance of the original applicable warranty period. All replaced parts of the Equipment shall become the property of Motorola. THIS WARRANTY DOES NOT APPLY TO a) Defects or damage resulting from use of the Equipment in other than its normal and customary manner. b) Defects or damage occurring from misuse, accident,water or neglect. .4. System Purchase Agmt c) Defects or damage occurring from testing, maintenance, installation, alteration, modification, or adjustment not provided by Motorola pursuant to this Communications System Agreement. d) Breakage of or damage to antennas unless caused directly by defects in material or workmanship. e) Equipment that has been subjected to unauthorized modifications, disassembly or repairs (including the addition to the Equipment of non- Motorola supplied equipment if not authorized by Motorola) which adversely affect performance of the Equipment or interfere with Motorola's normal warranty inspection and testing of the Equipment to verify any warranty claim. f) Equipment that has had the serial number removed or made illegible. g) Batteries (because they carry their own separate limited warranty). h) Freight costs to the repair depot. i) Equipment that has been subject to illegal or unauthorized alteration of the software/firmware in the Equipment. j) Scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment. k) Software. 1) Normal or customary wear and tear. D. Motorola Software Warranty. Motorola Software is warranted in accordance with the terms of the Software License Agreement attached as Exhibit B. E. These express limited warranties as set forth in this Section are extended by Motorola to the original end user purchasing or leasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. These are the complete warranties for the Equipment and Software provided pursuant to this Agreement. F. THESE WARRANTIES ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL MOTOROLA BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASE PRICE OF THE EQUIPMENT. IN NO EVENT WILL MOTOROLA BE LIABLE FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, LOST PROFITS OR SAVINGS OR OTHER INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES -5- System Purchase Agmt ARISING OUT OF THE USE OR INABILITY TO USE THE EQUIPMENT, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. Section 13 CONFIDENTIAL INFORMATION Motorola proprietary computer programs will be released in accordance with the Software License provisions set forth elsewhere, if applicable. All other material and information of confidential nature marked Motorola PROPRIETARY and CONFIDENTIAL will be released as necessary under the following conditions: (1) Purchaser shall exercise reasonable and prudent measures to keep these items in confidence. (2) Purchaser shall not disclose these items to third parties without prior written permission, unless Motorola makes them public or Purchaser learns them rightfully from sources independent of Motorola, or it is required by law to be disclosed. (3) Motorola, where necessary, retains the right to prescribe specific security measures for the Purchaser to follow to maintain the confidentiality. In the event disclosure of such information is necessary, a separate Non-Disclosure Agreement will be required. Section 14 SOFTWARE LICENSE A. Motorola Software. Any Motorola Software furnished will be licensed to Purchaser solely according to the terms and restrictions of the Software License Agreement attached as Exhibit B. Purchaser hereby accepts all of the terms and restrictions of the Software License Agreement. B. Non-Motorola Software. Any Non-Motorola Software furnished by Motorola will be subject to the terms and restrictions of its copyright owner unless such copyright owner has granted to Motorola the right to sublicense such Non-Motorola Software, in which case the Software License Agreement (including any addendum to satisfy such copyright owner's requirements) shall apply. -6- System Purchase Agmt Section 15 PATENT INDEMNIFICATION Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software infringes upon the third party's United States patent or copyright ("Infringement Claim"), and Motorola will indemnify Customer for those costs and damages finally awarded against Customer for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Customer the right to continue using the Equipment or Motorola Software, replace or modify it so that it becomes non-infringing while providing functionally equivalent performance, or grant Customer a credit for the Equipment or Motorola Software as depreciated and accept its return. The depreciation amount will be calculated based upon generally accepted accounting standards for such Equipment and Motorola Software. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Equipment or Motorola Software with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Equipment or Motorola Software; any Equipment that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; or the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. The foregoing states the entire liability of Motorola with respect to infringement of patents and copyrights by the Equipment, Motorola Software, or any of their parts. Section 16 DISCLAIMER OF PATENT LICENSE Nothing contained in this Agreement shall be deemed to grant, either directly or by implication, estoppel, or otherwise, any license under any patents or patent applications of Motorola, except that Purchaser shall 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. Section 17 WAIVER Failure or delay on the part of Motorola or Purchaser to exercise right or power hereunder shall not operate as a waiver thereof. Section IS GOVERNING LAW .7. System Purchase Agmt This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Section 19 ASSIGNABILITY The Agreement may not be assigned by any party hereto other than Motorola may assign this order to one of its Subsidiaries as in the normal course of business. -8- System Purchase Agmt Exhibit B Software License Agreement This Exhibit B,Software License Agreement("Agreement")is between Motorola,Inc.,("Motorola"),and ("Licensee"). For good and valuable consideration,the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products"means products provided by Motorola to Licensee with which or for which the Software and Documentation is licensed for use. 1.2 "Documentation"means product and software documentation that specifies technical and performance features and capabilities,and the user,operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software"means software with either freely obtainable source code,license for modification,or permission for free distribution. 1.4 "Open Source Software License"means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement"means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability"means a flaw or weakness in system security procedures,design, implementation,or internal controls that could be exercised(accidentally triggered or intentionally exploited)and result in a security breach such that data is compromised,manipulated or stolen or the system damaged. 1.7 "Software"(i)means proprietary software in object code format,and adaptations,translations,de- compilations,disassemblies,emulations,or derivative works of such software;(ii)means any modifications, enhancements,new versions and new releases of the software provided by Motorola;and(iii)may contain one or more items of software owned by a third party supplier. The term"Software"does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre-loaded proprietary Software,or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee,and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees,Motorola grants to Licensee a personal,limited,non-transferable(except as permitted in Section 7)and non-exclusive license under Motorola's copyrights and Confidential Information(as defined in the Primary Agreement) embodied in the Software to use the Software,in object code form,and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. 1- System Purchase Agmt 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software,the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee,Motorola will use commercially reasonable efforts to:(i)determine whether any Open Source Software is provided under this Agreement;(ii)identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License(or specify where that license may be found);and, (iii)provide Licensee a copy of the Open Source Software source code,without charge,if it is publicly available(although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions,Licensee will not make the Software available for use by third parties on a"time sharing," "application service provider,"or"service bureau"basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not,and will not allow or enable any third party to:(i)reverse engineer,disassemble, peel components,decompile,reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code;(ii)modify,adapt,create derivative works of,or merge the Software;(iii)copy,reproduce,distribute,lend,or lease the Software or Documentation to any third party,grant any sublicense or other rights in the Software or Documentation to any third party,or take any action that would cause the Software or Documentation to be placed in the public domain;(iv)remove,or in any way alter or obscure,any copyright notice or other notice of Motorola's proprietary rights;(v)provide,copy,transmit,disclose,divulge or make the Software or Documentation available to,or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement;or(vi)use,or permit the use of,the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival,back-up,or disaster recovery purposes;provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing,Licensee will not,and will not enable or allow any third party to:(i)install a licensed copy of the Software on more than one unit of a Designated Product; or(ii)copy onto or transfer Software installed in one unit of a Designated Product onto only one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning,if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software("RSS"),Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain,during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party("Auditor")may inspect Licensee's premises,books and records,upon reasonable prior notice to Licensee,during Licensee's normal business hours and subject to Licensee's facility and security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor.Any -2- System Purchase Agmt information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola,its licensors,and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation,including,but not limited to,all rights in patents,patent applications, inventions,copyrights,trademarks,trade secrets,trade names,and other proprietary rights in or relating to the Software and Documentation(including any corrections,bug fixes,enhancements,updates, modifications,adaptations,translations,de-compilations,disassemblies,emulations to or derivative works from the Software or Documentation,whether made by Motorola or another party,or any improvements that result from Motorola's processes or,provision of information services). No rights are granted to Licensee under this Agreement by implication,estoppel or otherwise,except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed,originated,or prepared by Motorola in connection with providing the Software,Designated Products,Documentation or related services,remains vested exclusively in Motorola,and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY;DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety(90) days from Motorola's shipment of the Software(the"Warranty Period"). If Licensee is not in breach of any of its obligations under this Agreement,Motorola warrants that the unmodified Software,when used properly and in accordance with the Documentation and this Agreement,will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted,error-free,completely free of Security Vulnerabilities,or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant,demonstrable program or documentation errors or Security Vulnerabilities, If Motorola cannot correct the defect within a reasonable time,then at Motorola's option,Motorola will replace the defective Software with functionally-equivalent Software, license to Licensee substitute Software which will accomplish the same objective,or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of,and Motorola disclaims,any and all other warranties(express or implied,oral or written)with respect to the Software or Documentation,including,without limitation,any and all implied warranties of condition,title,non- infringement,merchantability,or fitness for a particular purpose or use by Licensee(whether or not Motorola knows,has reason to know,has been advised,or is otherwise aware of any such purpose or use),whether arising by law,by reason of custom or usage of trade,or by course of dealing. In addition,Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee -3- System Purchase Agmt paying all applicable license fees and agreeing to be bound by this Agreement.If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party,Licensee may assign its right to use the Software(other than RSS and Motorola's FLASIIport* software)which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee,and Licensee and the transferee sign a transfer form to be provided by Motorola upon request,obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola,unless Licensee breaches this Agreement,in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty(30)days after termination of this Agreement,Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development,marketing,and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement,Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity(including immediate injunctive relief and repossession of all non-embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use,duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1)and(2)of the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 (JUNE 1987),if applicable,unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense,Licensee's use, duplication,or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph(c)(l)(ii)of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013(OCT 1988),if applicable. The Software and Documentation may or may not include a Restricted Rights notice,or other notice referring to this Agreement. The provisions of this Agreement will continue to apply,but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above,as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets,and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY .4. System Purchase Agmt The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES.The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not,without the prior authorization of Motorola and the appropriate governmental authority of the United States,in any form export or re-export,sell or resell,ship or reship,or divert,through direct or indirect means,any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action,requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement,or encumber or sell its rights in any Software,without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity,or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N.Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act,any version of this Act,or a substantially similar law(collectively"UCITA")becomes applicable to a party's performance under this Agreement,UCITA does not govern any aspect of this Agreement or any license granted under this Agreement,or any of the parties'rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement,and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4,5,6.3,7,8,9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement,the parties agree that this Exhibit prevails,only with respect to the specific subject matter of this Exhibit,and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 13.8 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered,Motorola will take the steps set forth in Section 6 of this Agreement. 5• System Purchase Agmt Exhibit C Technical and Implementation Documents -6- System Purchase Agmt Exhibit D Motorola/H-GAC Radio Communications Equipment&Systems Agreement -1- System Purchase Agmt Exhibit E 1_ System Purchase Agmt Houston-Galveston Area Council June 9,2009 Bob Self Motorola Law Department Motorola Inc. 6450 Sequence Drive San Diego, CA 92121 F RE: Contract Amendment No. 1 to Contract No.RAO 1-08 (Radio Communication/Emergency Response &Mobile Interoperable Equipment) Dear Mr. Self, Enclosed are two Amendment documents for the above referenced contract. Please sign and return both to H-GAC.An original will be returned to you once the H-GAC signatures have been obtained. Sincerel Veronica Johnson Contract Specialist Cooperative Purchasing Program Enclosure Mailing Address Physical Address PO Box 22777 M. 3555 Timmons Lane,Suite 120 Houston,Texas 77227-2777 a Houston,Texas 77027-6466 Phone 713-627-3200 Axpcled Phone 713-627-3200 AMENDMENT No. 1 to CONTRACT No. RA01-08 For RADIO COMMUNICATION/EMERGENCY RESPONSE&MOBILE INTEROPERABLE EQUIPMENT E Between HOUSTON-GALVESTON AREA COUNCIL And MOTOROLA,INC. THIS AMENDMENT modifies the above referenced Contract as follows: Deletes item No.4. System Purchase Agreements from ARTICLE 1. All other terms and conditions of this Contract shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives. Signed for Houston-Galveston Area Council, Houston,Texas a xecutive Director Attest for Houston-Galveston Area Council, 1 r' Houston,Texas ei re c14,Director of Public Services Dat 0 r ti' r Signed for: Motorola,Inc. Printed Name&Title: �cJgr� �r1 5/ l�.Cc�YrPs,rl�'.y� Date: 20_�? ____ Attest for: Motorola,Inc. Printed Name&Title: r,�S /` Qf le Date: ,20� �l Revised 2.7.06 AMENDMENT No. 2 to CONTRACT No.RA01-08 For Radio Communication/Emergency Response&Mobile Interoperable Equipment Between HOUSTON-GALVESTON AREA COUNCIL And MOTOROLA,INC. THIS AMENDMENT modifies the above referenced Contract as follows: The Contract is extended through December 31,2011 Midnight CT. All other terms and conditions of this Contract shall remain unchanged and in full force and effect. IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their respective duly authorized representatives. Signed for Houston-Galveston Area Council, Houston,Texas ecutive Director i Attest for Houston-Galveston Area Council, �> Houston,Texas ire j irector of Public Services Date: ,206q Signed for: Motorola,Inc. Printed Name&Title: ��•w a G wtrS 11'1SS l V;co Ay.4} Date: 0C.'r $ 120 Attest for: Motorola,Inc. Printed Name&Title: Date: 20 Revised 2.7.06 MOTOROLASOLUTIONS,INC. f/k/aMOTOROLA,INC. Solutions Solutions MotorolaSolutions, Inc. (“Motorola”) and the customer named in this Agreement (“Customer”) hereby agree as follows: 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. 2.1“Agreement” means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2“Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3“Services” means those installation, maintenance, support, training, and other services described in this Agreement. Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the “Start Date” indicated in this Agreement. 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 theservices. 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 theadditional 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, Customerwill 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 thewritten 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 that 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. MotorolaContract No. - 1 - System Purchase Agreement 9.8.2011 5.1.Service excludes the repair or replacement ofEquipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunctioncaused by such transmission medium. Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer’s location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for thosecharges and expenses. 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. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within thirty (30) days of the invoice date. Customer willreimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. 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. 10.1.If either party defaults inthe 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. MotorolaContract No. - 2 - System Purchase Agreement 9.8.2011 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. 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 BELIABLE 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 MOTOROLAPURSUANT TO THIS AGREEMENT.No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than two (2) years after the accrual of such 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. 12.1.This Agreement supersedes all prior and concurrent agreementsand understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2.Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writing unless: the purchase order, acknowledgement, or other writing specifically refers tothis 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 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 for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2.Unless otherwise agreed in writing, no commercial, 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. 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 such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. MotorolaContract No. - 3 - System Purchase Agreement 9.8.2011 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 partyof 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 shall be modified as necessary to conform to such law. All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custody or control, be liable for any loss or damage to thisproperty, and return it to Motorola upon request. Thisproperty 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. 17.1.If any court renders any portion of thisAgreement 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 governed and interpreted in accordance with the laws of the State of Texas. 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 assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. MotorolaContract No. - 4 - System Purchase Agreement 9.8.2011 SW TATEMENT OF ORK ASTRO25SUA YSTEM PGRADE GREEMENT 1.0Description of Service and Obligations 1.1Under theASTRO 25 Software Upgrade Agreement (“SUA”), Motorola agrees to provide the system owner withthesoftware, hardware and implementation services required toexecute up to one system infrastructure upgrade per annual contract termfor their ASTRO 25 system as set forth below when and if a software upgrade becomes available. 1.2Motorola agrees to provide minor software upgrades, known as “patch releases”, which may include commercial Operating Software (“OS”) and application software patches and service pack updates when and if available. Currently, the parties acknowledge that Motorola’s service includes Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Motorola agrees to provide only patch releases that have been analyzed, pre-tested, and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do not interfere with the ASTRO 25 network functionality. Corresponding 3rd Party software and operating system patches will be released quarterly upon successful completion of the regular test cycle or at Motorola’s discretion. Once a patch release has been validated as safe for deployment on the radio network, Motorola agrees to post it on a Motorola secure extranet site for the Customer to download and deploy. 1.2.1The parties agree that minor softwareupgrades, and patch release coverage, which include commercial OS and application software patches andservice pack updates, will terminate should the customers system release version become more than 5 system release versions form the current shipping release version. 1.3Motorola further agrees to provide major software upgrades, known as a “system release upgrade” when and if such upgrades are made available and not to exceed one major software upgrade per year. The parties agree that ASTRO 25 system release upgrades are considered “major” upgrades if theyinclude commercial OS and application software updates as well as Motorola system release software. System releases shall bepre-tested and certified in Motorola’s Systems Integration Test lab.ASTRO 25 system releases shall improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola’s option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. 1.4The parties agree to the Eligible System Release Upgrade Paths available to the system owner as per the system release upgrade chart referenced and incorporated in Appendix A. 1.5Motorola agrees that this Agreement entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. 1.6Motorola agrees that the following ASTRO 25 system release software for the following products are covered under this Agreement: base stations, site controllers, comparators, routers, LAN switches, servers, dispatch consoles, NICE logging equipment, network management terminals, Network Fault Management (“NFM”) products, network security devices such as firewalls and intrusion detection sensors, and associated peripheral infrastructure software. ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 1 of 9 1.7Product programming software such as Radio Service Software (“RSS”), Configuration Service Software (“CSS”), and Customer Programming Software (“CPS”) are also covered under this Agreement. 1.8The parties agree that subscriber software upgrades may be available as an option to the ASTRO 25 SUA. The parties further agree that subscriber software installation and reprogramming are excluded from the ASTRO 25 SUAcoverage. 1.9Motorola agrees to provide hardware version updates and/or replacements necessary to upgrade the system to an eligible system release with an equivalent level of functionality. Hardware will be upgraded and/or replaced if required to maintain the existing feature & functionality of the then current system release. The parties agree that any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. 1.10Motorola agrees that the following hardware components are eligible for full product replacement when necessary per the eligible system release upgrade and if originally provided by Motorola: 1.10.1Servers 1.10.2PC Workstations 1.10.3Routers 1.10.4LAN Switches 1.11Motorola agrees that the following hardware components are eligible for board-level replacement when necessary per the eligible system release upgrade. The parties agree that “board-level replacement” is defined as any Field Replaceable Unit (“FRU”) for the products listed: 1.11.1GTR 8000 Base Stations 1.11.2GCP 8000 Site Controllers 1.11.3GCM 8000 Comparators 1.11.4MCC 7500 Console Operator Positions 1.11.5STR 3000 Base Stations 1.11.6Quantar Base Stations 1.11.7Centracom Gold Elite Console Operator Interface Electronics 1.11.8Centracom Gold Elite Central Electronics Banks 1.11.9Ambassador Electronics Banks 1.11.10Motorola Gold Elite Gateways 1.11.11ASTROTAC Comparators 1.11.12PSC 9600 Site Controllers 1.11.13PBX Switches for Telephone Interconnect 1.11.14NFM/NFM XC/MOSCAD RTU ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 2 of 9 1.12The ASTRO 25 SUA does not cover all products. Refer to section 2.0 for exclusions and limitations. 1.13Motorola agrees to provide implementation services necessary to upgrade the system to an eligible system release with an equivalent level of functionality. The parties agree that any implementation services that are not directly required to support the system upgrade are not included. The parties further agree that implementation services necessary for system expansions and/or new features or functionality that are implemented concurrent with the system upgrade are not included. 1.14Motorola Agrees to provide the following software design and technical resources necessary to complete systemreleaseupgrades when and if available up to a maximum of one system release upgrade per annual SUA contract term: 1.14.1Review infrastructure system audit data as needed. 1.14.2Identify additional system equipment needed to implement a system release, if applicable. 1.14.3Complete a proposal defining the system release, equipment requirements, installation plan, and impact to system users. 1.14.4Advise Customer of probable impact to system usersduring the actual field upgrade implementation. 1.14.5Program management support required to perform the system upgrade. 1.14.6Fieldinstallation labor required to perform the system upgrade. 1.14.7Upgrade operations engineering labor required to perform the system upgrade. 1.14.8Prepare a Customer Support Plan prior to system acceptance. 1.15The parties agree that the ASTRO 25 SUApricing is based on the system configuration outlined in Appendix B. The parties further agree that this configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUAprice adjustment. 1.16The parties agree and acknowledge that the ASTRO 25 SUA applies only to systemrelease upgrades within the ASTRO 25 7.x platform. 1.17Motorola agrees to issue the Software Maintenance Agreement (“SMA”) bulletin on an annual basis and post it in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. 1.18The parties agree that all services described in this SOW are available during the Standard Business Day unless otherwise agreed to by Motorola. 1.19Coverage Continuity. 1.19.1The parties acknowledge and agree that the ASTRO 25 SUA requires continuous coverage beginning within (90) days after the expiration of system warranty. Should the Customerdelay purchase of an ASTRO 25 SUA beyond (90) days from system warranty expiration or elect to discontinue the ASTRO 25 SUA and later decide to reinstate coverage, additional payment(s) will be necessary to cover the period for which coverage was discontinued or delayed. The total of ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 3 of 9 payments for lapses in coverage will not exceed 3 years in equivalent ASTRO 25 SUA coverage. 1.20The Customer agrees that theyshall: 1.20.1Contact Motorola upon receiving the SMA bulletin to engage the appropriate Motorola resources for a system release upgrade. 1.20.2Purchase any additional software and hardware necessaryto implement optional system release features or system expansions. 1.20.3Provide or purchase labor to implement optional system release features or system expansions. 1.20.4Provide high-speed internet connectivity at the zone core site(s) for use by Motorola to perform remote upgrades and diagnostics during the upgrade period. 1.20.5Properly store and make available hardware and software required to perform software upgrade servicesneeded for installation of the system release. 1.20.6If the Servicer is required to travel beyond two (2) hours or one hundred twenty (120) miles by vehicle from the prime site to a remote site to deliver this service, the Customer is responsible for incremental travel and expenses incurred. 1.20.7Inform system users of software upgrade plans and scheduled system downtime. Perform appropriate system backups and make them readily available during the installation of the system release. 1.20.8Assist Motorola in the preparation of a Customer Support Plan before system acceptance and provide all information necessary to complete the Customer Support Plan. 1.20.9Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. 2.0Exclusions and Limitations 2.1The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25SUA unless otherwise agreed in writing by Motorola and included in this SOW. 2.2The parties agree that theASTRO 25 SUA does not include hardware replacement for all products. Version updates may be available in some cases, but complete product replacement is not covered for all products. 2.3The parties acknowledge and agree that the ASTRO 25 SUA does not cover the following products: MCC5500 Dispatch Consoles MIP5000 Dispatch Consoles Plant/E911 Systems MOTOBRIDGE Solutions ARC 4000 Systems Motorola Public Sector Applications Software (“PSA”) Custom SW, CAD, Records Management Software ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 4 of 9 Data Radio Devices Mobile computing devices such as Laptops Non-Motorola two-way radio subscriber products Genesis Products Point-to-point products such as Microwave terminals and association multiplex equipment 2.4The parties further agree that theASTRO 25 SUA does not cover any hardware or software supplied to the system owner by any Motorola business sector other than Motorola Solutions and/or purchased directly from a third party, unless specifically included in this SOW. 2.5The parties agree that the ASTRO 25 system releaseupgradesinclude limited security updates issued by Microsoft, Solaris and Red Hat certified with each individual system release. 2.6The parties agree that the ASTRO 25 SUAdoes not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system, or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti-virus or other security applications (such as Norton). Anti-virus and/or security application support may be covered under a separate agreement. 2.7The parties agree that upgrades for equipment add-ons or expansions during the term of the contract are not included in the coverage of this SOW unless otherwise agreed to by Motorola. 3.0Special provisions 3.1Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA. 3.2Customer acknowledges that theymay use the software (including any System Releases) only in accordance with the applicable Software License Agreement. The SUAStatement of Work is not intended to modify or terminate an existing Software License Agreement. The SUA or services rendered by Motorola does not alter Motorola’s software intellectual property rights. 3.3Customer acknowledges that SUAservices do not include repair or replacement of hardware or software necessary due to defects that arenot corrected by the system release, nor does it include repair or replacement of defects resulting from any nonstandard or improper use or conditions or from unauthorized installation of software. 3.4The parties agree that ASTRO 25 SUAcoverage and the parties’ responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer’s system or discontinues the SUA program; in either case, Motorola will refund to Customer any prepaid fees for System Upgrade Agreement services applicable to the terminated period. 3.5Motorola may suspend or terminate the ASTRO 25 SUAif the following conditions apply: ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 5 of 9 Customer fails to pay Motorola any fees for the ASTRO 25 SUA when due Customer breaches the Software License Agreement or other applicable agreement Customer’s rights to use the software under the Software License Agreement expire or are terminated Customer replaces its Motorola System with a system from another manufacturer ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 6 of 9 4.0WARRANTIES AND DISCLAIMER: Motorola warrants that its services will be free of defects in materials and workmanship for a period of ninety (90) days following completion of the service (“Warranty Period”). Your sole remedies are to require Motorola to re-perform the affected service or at Motorola's option to refund, on a pro-rata basis, the service fees paid for the affected service. Product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as “Documentation.” During the applicable Warranty Period, Motorola warrants that the tested anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches do not degrade or compromise System functionality, and that after incorporation of the recommended remediation action the System Software, when used properly and in accordance with the Documentation, will be free from a reproducibledefect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the software. Whether a defect occurs will be determined solely with reference to the Documentation. Motorola does not warrant that Customer’s use of the software or products will be uninterrupted or error-free or that the software or the products will meet Customer’s particular requirements. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TOPRETESTED ANTI- VIRUS DEFINITIONS, DATABASE SECURITY UPDATES,OPERATING SYSTEM SOFTWARE PATCHES, AND INTRUSION DETECTIONSENSOR SIGNATURE FILES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULARPURPOSE, AND NON-INFRINGEMENT. FURTHER, MOTOROLA DISCLAIMS ANY WARRANTY CONCERNING THE NON-MOTOROLA SOFTWARE ANDDOES NOT GUARANTEE THAT CUSTOMER’S SYSTEM WILL BE ERROR-FREEOR IMMUNE TO VIRUSES OR WORMS AS A RESULT OF THESE SERVICES. ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 7 of 9 Appendix A – ASTRO 25 EligibleSystem Release Upgrade Paths ASTRO 25 Available Upgrade Release datePlatform ReleasePaths Oct-05R7.07.17.2 Jun-06R7.17.27.4 Dec-06R7.27.47.57.7 Mar-07R7.1.17.4 Dec-07R7.47.57.67.7 Jun-08R7.57.67.7 Dec-08R7.67.7 Jun-09R7.77.87.97.11 Jan-10R7.87.9 Dec-10R7.97.117.13 Aug-11R7.11 7.14 7.13 Mar-12 X R7.12(planned) Aug-12R7.13(planned)7.147.15 The information contained herein is provided for information purposes only and is intended only to outline Motorola’s presently anticipated general technology direction. The information in the roadmap is not a commitment or an obligation to deliver any product, product feature or software functionality and Motorola reserves the right to make changes to the content and timing of any product, product feature or software release. Prices for any future product or software included herein will be separately negotiated when and if such product or software becomes available. The most current eligible system release upgrade paths can be found in the most recentSMA bulletin. ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 8 of 9 Appendix B - System Pricing Configuration This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA price adjustment. Core Master Site Configuration0 Zones in Operation (Including DSR and Dark Master Sites)0 Zone Features: IV&D, OTAR, TDMA, Telephone Interconnect, CNI, HPD, ISSI 0 CSMS, IA, POP25, Text Messaging, Outdoor Location, … RF System Voice RF Sites & RF Simulcast Sites0 Repeaters/Stations (FDMA)0 Repeaters/Stations (TDMA)0 HPD RF Sites0 HPD Stations0 Dispatch Console System Dispatch Sites0 Gold Elite Operator Positions0 MCC 7500 Operator Positions (GPIOM)0 MCC 7500 Operator Positions (VPM)0 Conventional Channel Gateways (CCGW)0 Conventional Site Controllers (GCP 8000 Controller)0 Logging System Number of AIS Servers0 Number of Voice Logging Recorder0 Number of Logging Replay Clients0 Network Management and MOSCAD NFM Network Management Clients0 MOSCAD NFM Systems0 MOSCAD NFM RTUs0 MOSCAD NFM Clients0 Fire Station Alerting (FSA) FSA Systems0 FSA RTUs0 FSA Clients0 Fire Station Alerting (FSA) Voice Subscribers non-APX0 Voice Subscribers APX0 HPD Subscribers0 Computing and Networking Hardware (for SUA / SUA II, actual replacement qty maybe less than shown) Workstations -High Performance0 Workstations -Mid Performance0 Servers -High Performance0 Servers - Mid Performance0 LAN Switch -High Performance0 LAN Switch -Mid Performance0 Routers0 ASTRO 25 System Upgrade Agreement SOWFeb 17, 2012 9 of 9 SW TATEMENT OF ORK ASTRO25SUAII YSTEM PGRADE GREEMENT 1.0Description of Service and Obligations 1.1Under theASTRO 25 Software Upgrade AgreementII (“SUA II”), Motorola agrees to provide the system owner withthesoftware, hardware and implementation services required to execute up to one system infrastructure upgrade in a two-year periodfor their ASTRO 25 system as set forth below when and if a software upgrade becomes available. 1.2The parties agree that the system owner will have, at their option, the choice of upgrading in either Year 1 or Year 2 of the coverage period. To be eligible for the ASTRO 25 System Upgrade Agreement II, the ASTRO 25 system must be at system release 7.7 or later. 1.3Motorola agrees to provide minor software upgrades, known as “patch releases”, which may include commercial Operating Software (“OS”) and application software patches and service pack updates when and if available. Currently, the parties acknowledge that Motorola’s service includes Microsoft Windows and Server OS, Red Hat Linux, Sun Solaris and any Motorola software service packs that may be available. Motorola agrees to provide only patch releases that have been analyzed, pre-tested, and certified in a dedicated ASTRO 25 test lab to ensure that they are compatible and do not interfere with the ASTRO 25 network functionality. Corresponding 3rd Party software and operating system patches will be released quarterly upon successful completion of the regular test cycle or at Motorola’s discretion. Once a patch release has been validated as safe for deployment on the radio network, Motorola agrees to post it on a Motorola secure extranet site for the Customer to download and deploy. 1.3.1The parties agree that minor software upgrades, and patch release coverage, which include commercial OS and application software patches andservice pack updates, will terminate should the customers system release version become more than 5 system release versions form the current shipping release version. 1.4Motorola further agrees to provide major software upgrades, known as a “system release upgrade”, when and if such upgrades are made available and not to exceed one major software upgrade per two-year contract period.The parties agree that ASTRO 25 system release upgrades are considered “major” upgrades if theyinclude commercial OS and application software updates as well as Motorola system release software. System releases shall bepre- tested and certified in Motorola’s Systems Integration Test lab. ASTRO 25 system releases shall improve the system functionality and operation from previous releases and may include some minor feature enhancements. At Motorola’s option, system releases may also include significant new feature enhancements that Motorola may offer for purchase. 1.5The parties agree to the Eligible System Release Upgrade Paths available to the system owner as per the system release upgrade chart referenced and incorporated in Appendix A. 1.6Motorola agrees that this Agreement entitles a Customer to past software versions for the purpose of downgrading product software to a compatible release version. ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 1 of 9 1.7Motorola agrees that the following ASTRO 25 system release software for the following products are covered under thisAgreement: base stations, site controllers, comparators, routers, LAN switches, servers, dispatch consoles, NICE logging equipment, network management terminals, Network Fault Management (“NFM”) products, network security devices such as firewalls and intrusion detection sensors, and associated peripheral infrastructure software. 1.8Product programming software such as Radio Service Software (“RSS”), Configuration Service Software (“CSS”), and Customer Programming Software (“CPS”) are also covered under this Agreement. 1.9The parties agree that subscriber software upgrades may be available as an option to the ASTRO 25 SUA II. The parties further agree that subscriber software installation and reprogramming are excluded from the ASTRO 25 SUA IIcoverage. 1.10Motorolaagrees to provide hardware version updates and/or replacements necessary to upgrade the system to an eligible system release with an equivalent level of functionality once in a two- year period. Hardware will be upgraded and/or replaced if required to maintain the existing feature & functionality of the then current system release. The parties agree that any updates to hardware versions and/or replacement hardware required to support new features or those not specifically required to maintain existing functionality are not included. 1.11Motorola agrees that the following hardware components are eligible for full product replacement when necessary per the eligible system release upgrade and if originally provided by Motorola: 1.11.1Servers 1.11.2PC Workstations 1.11.3Routers 1.11.4LAN Switches 1.12Motorola agrees that the following hardware components are eligible for board-level replacement when necessary per the eligible system release upgrade. The parties agree that “board-level replacement” is defined as any Field Replaceable Unit (“FRU”) for the products listed: 1.12.1GTR 8000 Base Stations 1.12.2GCP 8000 Site Controllers 1.12.3GCM 8000 Comparators 1.12.4MCC 7500 Console Operator Positions 1.12.5STR 3000 Base Stations 1.12.6Quantar Base Stations 1.12.7Centracom Gold Elite Console Operator Interface Electronics 1.12.8Centracom Gold Elite Central Electronics Banks 1.12.9Ambassador Electronics Banks 1.12.10Motorola Gold Elite Gateways 1.12.11ASTROTAC Comparators ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 2 of 9 1.12.12PSC 9600 Site Controllers 1.12.13PBX Switches for Telephone Interconnect 1.12.14NFM/NFM XC/MOSCAD RTU 1.13The ASTRO 25 SUA II does not cover all products. Refer to section 2.0 for exclusions and limitations. 1.14Motorola agrees to provide implementation services necessary to upgrade the system to an eligible system release with an equivalent level of functionality once in a two-year period. The parties agree that any implementation services that are not directly required to support the system upgrade are not included. The parties further agree that implementation services necessary for system expansions and/or new features or functionality that are implemented concurrent with the system upgrade are not included. 1.15Motorola Agrees to provide the following software design and technical resources necessary to complete systemreleaseupgrades when and if available up to a maximum of one system release upgrade per two-year contract period: 1.15.1Review infrastructure system audit data as needed. 1.15.2Identify additional system equipment needed to implement a system release, if applicable. 1.15.3Complete a proposal defining the system release, equipment requirements, installation plan, and impact to system users. 1.15.4Advise Customer of probable impact to system users during the actual field upgrade implementation. 1.15.5Program management support required to perform the system upgrade. 1.15.6Fieldinstallation labor required to perform the system upgrade. 1.15.7Upgrade operations engineering labor required to perform the system upgrade. 1.15.8Prepare a Customer Support Plan prior to system acceptance. 1.16The parties agree that the ASTRO 25 SUA II pricing is based on the system configuration outlined in Appendix B. The parties further agree that this configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA IIprice adjustment. 1.17The parties agree and acknowledge that the ASTRO 25 SUA II applies only to systemrelease upgrades within the ASTRO 25 7.x platform. 1.18Motorola agrees to issue the Software Maintenance Agreement (“SMA”) bulletin on an annual basis and post it in soft copy on a designated extranet site for Customer access. Standard and optional features for a given ASTRO 25 system release are listed in the SMA bulletin. 1.19The parties agree that all services described in this SOW are available during the Standard Business Day unless otherwise agreed to by Motorola. 1.20Coverage Continuity. 1.20.1The parties acknowledge and agree that the ASTRO 25 SUA II requires continuous coverage beginning within (90) days after the expiration of system ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 3 of 9 warranty. Should the Customer delay purchase of an ASTRO 25 SUA II beyond (90) days from system warranty expiration or elect to discontinue the ASTRO 25 SUA II and later decide to reinstate coverage, additional payment(s) will be necessary to cover the period for which coverage was discontinuedor delayed. The total of payments for lapses in coverage will not exceed 3 years in equivalent ASTRO 25 SUA IIcoverage. 1.21The Customer agrees that theyshall: 1.21.1Contact Motorola upon receiving the SMA bulletin to engage the appropriate Motorola resources for a system release upgrade. 1.21.2Purchase any additional software and hardware necessaryto implement optional system release features or system expansions. 1.21.3Provide or purchase labor to implement optional system release features or system expansions. 1.21.4Provide high-speed internet connectivity at the zone core site(s) for use by Motorola to perform remote upgrades and diagnostics during the upgrade period. 1.21.5Properly store and make available hardware and software required to perform software upgrade servicesneeded for installation of the system release. 1.21.6If the Servicer is required to travel beyond two (2) hours or one hundred twenty (120) miles by vehicle from the prime site to a remote site to deliver this service, the Customer is responsible for incremental travel and expenses incurred. 1.21.7Inform system users of software upgrade plans and scheduled system downtime. Perform appropriate system backups and make them readily available during the installation of the system release. 1.21.8Assist Motorola in the preparation of a Customer Support Plan before system acceptance and provide all information necessary to complete the Customer Support Plan. 1.21.9Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide software upgrade services. 2.0Exclusions and Limitations 2.1The parties agree that Systems that have non-standard configurations that have not been certified by Motorola Systems Integration Testing are specifically excluded from the ASTRO 25 SUA II unless otherwise agreed in writing by Motorola and included in this SOW. 2.2The parties agree that theASTRO 25 SUA IIdoes not include hardware replacement for all products. Version updates may be available in some cases, but complete product replacement is not covered for all products. 2.3The parties acknowledge and agree that the ASTRO 25 SUA II does not cover the following products: MCC5500 Dispatch Consoles MIP5000 Dispatch Consoles Plant/E911 Systems ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 4 of 9 MOTOBRIDGE Solutions ARC 4000 Systems Motorola Public Sector Applications Software (“PSA”) Custom SW, CAD, Records Management Software Data Radio Devices Mobile computingdevices such as Laptops Non-Motorola two-way radio subscriber products Genesis Products Point-to-point products such as Microwave terminals and association multiplex equipment 2.4The parties further agree that theASTRO 25 SUA II does not cover any hardware or software supplied to the system owner by any Motorola business sector other than Motorola Solutions and/or purchased directly from a third party, unless specifically included in this SOW. 2.5The parties agree that the ASTRO 25 system releaseupgradesinclude limited security updates issued by Microsoft, Solaris and Red Hat certified with each individual system release. 2.6The parties agree that the ASTRO 25 SUA II does not cover software support for virus attacks or other applications that are not part of the ASTRO 25 system, or unauthorized modifications or other misuse of the covered software. Motorola is not responsible for management of anti- virus or other security applications (such as Norton). Anti-virus and/or security application support may be covered under a separate agreement. 2.7The parties agree that upgrades for equipment add-ons or expansions during the term of the contract are not included in the coverage of this SOW unless otherwise agreed to by Motorola. 3.0Special provisions 3.1Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed system release from overwriting the Special Product Feature. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into a system release and whether additional engineering effort is required. If additional engineering is required Motorola will issue a change order for the change in scope and associated increase in the price for the ASTRO 25 SUA II. 3.2Customer acknowledges that theymay use the software (including any System Releases) only in accordance with the applicable Software License Agreement. The SUA IIStatement of Work is not intended to modify or terminate an existing Software License Agreement. The SUA IIor services rendered by Motorola does not alter Motorola’s software intellectual property rights. 3.3Customer acknowledges that SUA IIservices do not include repair or replacement of hardware or software necessary due to defects that are not corrected by the system release, nor does it include repair or replacement of defects resulting from any nonstandard or improper use or conditions or from unauthorized installation of software. 3.4The parties agree that ASTRO 25 SUA IIcoverage and the parties’ responsibilities described in this Statement of Work will automatically terminate if Motorola no longer supports the ASTRO 25 7.x software version in the Customer’s system or discontinues the SUA II program; in either ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 5 of 9 case, Motorola will refund to Customer any prepaid fees for System Upgrade Agreement services applicable to the terminated period. 3.5Motorola may suspend or terminate the ASTRO 25 SUA IIif the following conditions apply: Customer fails to pay Motorola any fees for the ASTRO 25 SUA II when due Customer breaches the Software License Agreement or other applicable agreement Customer’s rights to use the software under the Software License Agreement expire or are terminated Customer replaces its Motorola System with a system from another manufacturer ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 6 of 9 4.0WARRANTIES AND DISCLAIMER: Motorola warrants that its services will be free of defects in materials and workmanship for a period of ninety (90) days following completion of the service (“Warranty Period”). Your sole remedies are to require Motorola to re-perform the affected service or at Motorola's option to refund, on a pro-rata basis, the service fees paid for the affected service. Product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as “Documentation.” During the applicable Warranty Period, Motorola warrants that the tested anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches do not degrade or compromise System functionality, and that after incorporation of the recommended remediation action the System Software, when used properly and in accordance with the Documentation, will be free from a reproducibledefect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the software. Whether a defect occurs will be determined solely with reference to the Documentation. Motorola does not warrant that Customer’s use of the software or products will be uninterrupted or error-free or that the software or the products will meet Customer’s particular requirements. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TOPRETESTED ANTI- VIRUS DEFINITIONS, DATABASE SECURITY UPDATES,OPERATING SYSTEM SOFTWARE PATCHES, AND INTRUSION DETECTIONSENSOR SIGNATURE FILES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIEDWARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, MOTOROLA DISCLAIMS ANY WARRANTY CONCERNING THE NON-MOTOROLA SOFTWARE ANDDOES NOT GUARANTEE THAT CUSTOMER’S SYSTEM WILL BE ERROR-FREEOR IMMUNE TO VIRUSES OR WORMS AS A RESULT OF THESE SERVICES. ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 7 of 9 Appendix A – ASTRO 25 EligibleSystem Release Upgrade Paths ASTRO 25 Available Upgrade Release datePlatform ReleasePaths Oct-05R7.07.17.2 Jun-06R7.17.27.4 Dec-06R7.27.47.57.7 Mar-07R7.1.17.4 Dec-07R7.47.57.67.7 Jun-08R7.57.67.7 Dec-08R7.67.7 Jun-09R7.77.87.97.11 Jan-10R7.87.9 Dec-10R7.97.117.13 Aug-11R7.11 7.14 7.13 Mar-12R7.12 (planned)X Aug-12R7.13 (planned)7.147.15 The information contained herein is provided for information purposes only and is intended only to outline Motorola’s presently anticipated general technology direction. The information in the roadmap is not a commitment or an obligation to deliver any product, product feature or software functionality and Motorola reserves the right to make changes to the content and timing of any product, product feature or software release. Prices for any future product or software included herein will be separately negotiated when and if such product or software becomes available. The most current eligible system release upgrade paths can be found in the most recent SMA bulletin. ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 8 of 9 Appendix B - System Pricing Configuration This configuration is to be reviewed annually on the contract renewal date. Any change in system configuration may require an ASTRO 25 SUA IIprice adjustment. Core Master Site Configuration0 Zones in Operation (Including DSR and Dark Master Sites)0 Zone Features: IV&D, OTAR, TDMA, Telephone Interconnect, CNI, HPD, ISSI 0 CSMS, IA, POP25, Text Messaging, Outdoor Location, … RF System Voice RF Sites & RF Simulcast Sites0 Repeaters/Stations (FDMA)0 Repeaters/Stations (TDMA)0 HPD RF Sites0 HPD Stations0 Dispatch Console System Dispatch Sites0 Gold Elite Operator Positions0 MCC 7500 Operator Positions (GPIOM)0 MCC 7500 Operator Positions (VPM)0 Conventional Channel Gateways (CCGW)0 Conventional Site Controllers (GCP 8000 Controller)0 Logging System Number of AIS Servers0 Number of Voice Logging Recorder0 Number of Logging Replay Clients0 Network Management and MOSCAD NFM Network Management Clients0 MOSCAD NFM Systems0 MOSCAD NFM RTUs0 MOSCAD NFM Clients0 Fire Station Alerting(FSA) FSA Systems0 FSA RTUs0 FSA Clients0 Fire Station Alerting (FSA) Voice Subscribers non-APX0 Voice Subscribers APX0 HPD Subscribers0 Computing and Networking Hardware (for SUA / SUA II, actual replacement qty may be less than shown) Workstations -High Performance0 Workstations -Mid Performance0 Servers -High Performance0 Servers - Mid Performance0 LAN Switch -High Performance0 LAN Switch -Mid Performance0 Routers0 ASTRO 25 System Upgrade Agreement II SOW Feb 17, 2012 9 of 9 Statement of Work Infrastructure Repair with Advanced Replacement 1.0Description of Services Infrastructure Repair with Advanced Replacement 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. 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. When available, Motorola will provide Customer with an Advanced Replacement unit(s) or FRU(s) in exchange for Customer’s malfunctioning FRU(s). Non-standard configurations, Customer-modified Infrastructure and certain third party Infrastructure are excluded from Advanced Replacement service. Malfunctioning FRU (s) will be evaluated and repaired by IDO and returned to IDO FRU inventory upon completion of repair. 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. 2.0Motorola has the following responsibilities: 2.1.Use commercially reasonable efforts to maintain an inventory of FRU. 2.2.Provide new or reconditioned units as FRU to Customer or Servicer, upon request and subject to availability. The FRU will be of similar kit and version, and will contain like boards and chips, as the Customer’s malfunctioning Infrastructure. 2.3.Program FRU to original operating parameters based on templates provided by Customer as required in Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. 2.4.Properly package and ship Advanced Replacement FRU from IDO or select third party FRU inventoryto Customer specified address. 2.4.1.During normal operating hours of Monday through Friday 7:00am to 7:00pm CST, excluding holidays, FRU will be sent next day air via Federal Express Priority Overnightor UPS Red, unless otherwise requested. Select third party FRU may ship second day air via Federal Express Priority Overnight or UPS red as noted in the attached exhibit(s). 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. 2.4.2.When sending the Advanced Replacement FRU to Customer, provide a return air bill in order for Customer to return the Customer’s malfunctioning FRU. The Customer’s malfunctioning FRU will become property of IDO or select third party and the Customer will own the Advanced Replacement FRU. 2.4.3.When sending a Loaner FRU to Customer, IDO will not provide a return air bill for the malfunctioning Infrastructure. The Customer is responsible to arrange and pay for shipping the malfunctioning Infrastructure to IDO. IDO will repair and return the Customer’s Infrastructure and will provide a return air bill for the customer to return IDO’s Loaner FRU. 2.5.Provide repair return authorization number upon Customer request for Infrastructure that is not classified as an Advanced Replacement or Loaner FRU. 2.6.Receivemalfunctioning Infrastructure from Customer and document its arrival, repair and return. 2.7.Perform the following service onMotorola Infrastructure: 2.7.1.Perform an operational check on the Infrastructure to determine the nature of the problem. 1 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 2.7.2.Replace malfunctioning FRU or Components. 2.7.3.Verify that Motorola Infrastructure is returned to Motorola manufactured specifications, as applicable 2.7.4.Perform a Box Unit Test on all serviced Infrastructure. 2.7.5.Perform a System Test on select Infrastructure. 2.8.Provide the following service on select third party Infrastructure: 2.8.1.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. 2.8.2.Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service, when applicable. 2.8.3.Track Infrastructure sent to the original equipment manufactureror third party vendor for service. 2.8.4.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. 2.9.Re-program repaired Infrastructure to original operating parameters based on templates provided by Customer as required by Section 3.5.If Customer template is not provided or is not reasonably usable, a standard defaulttemplate 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. 2.10.Properly package repaired Infrastructure unless Customer’s malfunctioning FRU was exchanged with an IDO FRU. Motorola will return Customer’s FRU(s) to IDO’s FRU inventory, upon completion of repair. 2.11.Ship repaired Infrastructure to the Customer specified address during normal operating hours set forth in 2.4.1. FRU will be sent two-day air unless otherwise requested. 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. 3.0Customer has the following responsibilities: 3.1.Contact or instruct Servicer to contact the Motorola System Support Center (SSC) and request an Advanced Replacement, or Loaner FRU and a return authorization number (necessary for all non- Advanced Replacement repairs) prior to shipping malfunctioning Infrastructure or third party Infrastructure named in the applicable attachedExhibit. 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. 3.2Pay for shipping of Advanced Replacement or Loaner FRU from IDO if Customer requested shipping outside of standard business hours or carrier programs set forth in section 2.4.1. 3.3Within five (5) days of receipt of the Advanced Replacement FRU from IDO’s FRU inventory, properly package Customer’s malfunctioning Infrastructure and ship the malfunctioning Infrastructure to IDO for aluation and repair as set forth in 2.7. Customer must send the return air bill, referenced in 2.4.2 above ev back to IDO in order to ensure proper tracking of the returned Infrastructure. Customer will be subject to a replacement fee for malfunctioning Infrastructure not properly returned. For Infrastructure and/or third party Infrastructure repairs that are not exchanged in advance, 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. 2 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 3.4If received, Customer must properly package and ship Loaner FRU back to IDO within five (5) days of receipt of Customer’s repaired FRU. 3.5Maintain templates of Software/applications and Firmware for reloading of Infrastructure as set forth in paragraph 2.3 and 2.9. 3.6For 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. 3.7Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair with Advanced Replacement 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 with Advanced Replacement: 1.Allover seven (7) years from product cancellation date. Infrastructure 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 In-Car Video equipment. 7.Test equipment. 8.Racks, furniture and cabinets. 9.Firmware and/or Software upgrades. 3 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 ASTRO® 25 Infrastructure Inclusions, Exclusions, Exceptions and Notes Exhibit Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre- amplifiers, antennas, cables, towers, tower lighting, 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 Excludes all other technologies see SOW specifically for NICE logging recorders 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/ModemsIncludes 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-burned 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 Excludes all types and models. Equipment 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 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 LinksIncludes PTP 49600 and 800 licensed series Logging Recorder Excludes all technologies see SOW specifically for NICE logging recorders 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. 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. 4 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 ASTRO 25 Infrastructure Inclusions, Exclusions, Exceptions and Notes Repair cont. Network Fault Management Includes Full Vision, Unified Event Manager Excludes NMC GatewayIncludes 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 RoutersIncludes GGM8000, ST5500, ST5598, S2500-S6000 ServersIncludes 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. SecureIncludes KMF crypto card, end to end Cryptor for IVD PDEG Cryptr SMARTX Includes VPM SwitchIncludes 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 Included Interface(s) 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 5 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 SmartZone System Inclusions, Exclusions, Exceptions and Notes Infrastructure Exhibit 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 Excludes all other technologies see SOW specifically for NICE logging recorders 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 Excludes all technologies and Recording Equipment see SOW specifically for NICE logging recorders 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 Included Amplifier(s) 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 Included Interface(s) 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. 6 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 SmartZone System Inclusions, Exclusions, Exceptions and Notes Infrastructure cont. 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. 7 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 SmartNet System Inclusions, Exclusions, Exceptions and Notes Infrastructure Exhibit 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 Includes Quantar, Quantro, Digital MSF5000, MTR2000, and Desktrac L35SUM7000-T Repeater(s) 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 Excludes all other technologies see SOW specifically for NICE logging recorders 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, 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 Controller - trunking Includes SmartNet II prime and remote controllers. Excludes SSMT and SCMS controllers. Dictaphones, Logging Excludes all technologies Recorders and Recording see SOW specifically for NICE logging recorders Equipment 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 Included Interconnect 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. MoscadINFM (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. 8 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 SmartNet System Inclusions, Exclusions, Exceptions and Notes Infrastructure cont. Simulcast Distribution Included Amplifier(s) 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 Included Interface(s) 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. 9 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 Broadband Inclusions, Exclusions, Exceptions and Notes Infrastructure Exhibit 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 Includes PMP (Canopy). (CMM) 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 LinksIncludes PTP 49600 and 800 licensed series Mobile Internet Switching Excluded Controller(MISC) ModemsIncludes 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 SoftwareIncluded 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 Includes Mobile Video Enforcer InputExcludes all other technologies 10 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 Conventional System Infrastructure Inclusions, Exclusions, Exceptions and Notes Exhibit 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 Excludes all other technologies see SOW specifically for NICE logging recorders 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 Excludes all technologies Recording Equipment see SOW specifically for NICE logging recorders 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. 11 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 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 Excludes all technologies Recording Equipment see SOW specifically for NICE logging recorders 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. 12 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 Cassidian Communications Infrastructure nclusions, Exclusions, Exceptions and Notes I Repair w Advanced Replacement Vesta Pallas, Vesta Standard (Maars/ComCentrex), Vesta Meridian and Sentinel Patriot Systems 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 Cassidian Communications and sold by Motorola that directly interface with or control the Cassidian Communications 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 Includes Pyxis, Cassidian Communications sourced and sold by Motorola Equipment Excludes all other technologies see SOW specifically for NICE logging recorders 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 Cassidian Communications 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 Includes Vesta Standard TIU (Trunk Interface Unit Excludes all other technologies 13 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 Console Only Infrastructure Exhibit Inclusions, Exclusions, Exceptions and Notes Card Cages Included Central Electronics Bank(s) (CEB) IncludesLogging Recorder Interface and Network Hub, Base Interface Module (BIM), Console Operator Interface Module (COIM), Operator Interface Module (OMI). Excludes all other technologies see SOW specifically for NICE logging recorders 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, MC1000, 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 Excludes all technologies Equipment see SOW specifically for NICE logging recorders 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. 14 of 16 Motorola, Inc. Page 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A.\ Approved by Contract and Compliance 11/20/09 Version 1.9 1/12/12 Digital In-Car Video Inclusions, Exclusions, Exceptions and Notes Infrastructure Exhibit Cables, connectors and testers Excluded CamerasIncludes 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 Page 15 of 16 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Version 1.9 1/12/12 MOTOTRBO Inclusions, Exclusions, Exceptions and Notes Infrastructure Exhibit XRC9000 Controller Included TT2213* single site; TT2215* multi site *Nextday (24 hour) delivery if request is received before 1:00 p.m. CST; Second day (48 hour) delivery if request is receivedafter 1:00 p.m. CST MTR3000 Includes T3000 MIP5000 MOTOTRBO Gateway Includes L3598 Approved by Contract and Compliance 11/20/09 Page 16 of 16 Motorola, Inc. 1303 E. Algonquin Road, Schaumburg, IL 60196 U.S.A. Version 1.9 1/12/12 Ó Statement of Work Local Radio Support 1.0Description of Service Local Radio Support provides an operational check of Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. An operational check is an analysis of the Equipment to identify external or internal defects. If the Equipment has an external defect, or can be Restored without opening the radio case, the Equipment will be Restored and returned to Customer. If the Equipment has an internal defect, or is not serviceable without opening the radio case, then the Equipment will require additional service provided by the Servicer and not described in this Statement of Work. Local Radio Support includes service on standard palm microphones and single mobile control heads, provided that they are required for normal operation of the two-way mobile and are included at the point of manufacture. Local Radio Support excludes repairs to: optional accessories; iDEN accessories; iDEN mobile microphones; non-standard mobile microphones, mobile external speakers; optional or additional control heads, single and multiple unit portable chargers; batteries, mobile antennas; mobile power & antenna cables and power supplies. The following are excluded from Local Radio Support service unless they are purchased as an option for an additional fee. The options are OnSite, Radio Survey and Analysis, Portable Remote Speaker Microphones, Portable Antenna Replacements Mobile Remote Control Heads. 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. 2.0Motorola has the following responsibilities: 2.1Service to be performed at the Servicer facility during Standard Business Days. 2.2Perform an operational check on Equipment to determine the nature of the problem. 2.3Remove/reinstall mobile or data Equipment from/to vehicle as needed for servicing. 3.0Customer has the following responsibilities: 3.1Deliver and pick up Equipment to/from the Servicer facility. 3.2Inform Servicer of description of problem for Equipment brought in for service. 3.3Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Local Radio Support service to Customer. Local Radio Support Approved by Contracts & Compliance August 2007 Page 1 of 1 Ó Statement of Work Local Radio Support OnSite Option - Pick & Delivery 1.0Description of Service For the OnSite Option (“Option”), equipment will be picked up from and delivered to the Customer’s location, within a designated radius of the Servicer facility. Schedule pickups will be mutually agreed upon and outlined in the Customer Support Plan. The OnSite Option of Local Radio Support SOW covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0Motorola has the following responsibilities: 2.1.Use reasonable efforts to pickup and deliver Equipment per the mutually agreed upon Customer location, days of week, and preferred time. If a pick up/delivery cannot occur according to the preferred schedule, Customer will be contacted prior to the scheduled pick up/delivery, to arrange a mutually agreeable alternative date and/or time for pick up/delivery. 2.2.Generate service receipt and leave with Customer. 3.0Customer has the following responsibilities: 3.1.Designate mutually agreeable location for service pickup and delivery, days of week, and preferred time. 3.2.Provide problem description along with Equipment. Local Radio Support Approved by Contracts & Compliance August 2007 Page 1 of 1 Ó Statement of Work Local Radio Support Radio Survey and Analysis Option 1.0Description of Service The Radio Survey and Analysis Option (“Option”) is a one annual operation test to ensure Customer’s Equipment meets manufacturer’s specifications. This Option will be provided during Standard Business Days at the Servicer facility. The Radio Survey and Analysis Option of Local Radio Support SOW covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0Motorola has the following responsibilities: 2.1.Physically inspect the Equipment. 2.2.Remove any dust, and/or foreign substances from the Equipment. 2.3.Measure (original measurements and the adjusted measurements), record, align andadjust the following applicable Equipment parameters, to the frequency and modulation outlined in the Rules and Regulations of the Federal Communications Commission (FCC): 2.3.1.Receive frequency 2.3.2.Transmit frequency 2.3.3.Deviation 2.3.4.Transmitter power 2.3.5.Reflected power in antenna line (mobile antennas only) 2.3.6.Receive sensitivity 2.3.7.Audit output levels 3.0Customer has the following responsibilities: 3.1.Provide preferred schedule for Radio Survey and Analysis to Motorola. 3.2.Contact the Servicer prior to Equipment being brought in for service. Local Radio Support Approved by Contracts & Compliance August 2007 Page 1 of 1 Ó Statement of Work Local Radio Support Antenna Replacement Option for Portables 1.0Description of Service The Antenna Replacement Option for Portables (“Option”) provides for an operational check and Restoration of the antenna. Due to the nature of this Option, Customer’s entire inventory of portables must be covered by this Option. This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0Motorola has the following responsibilities: 2.1.Check and replace antenna as needed. 3.0Customer has the following responsibilities: 3.1.No additional responsibilities. Local Radio Support Approved by Contracts & Compliance August 2007 Page 1 of 1 Ó Statement of Work Local Radio Support Remote Speaker Microphone Option for Portables 1.0Description of Service The Remote Speaker Microphone Option for Portables (“Option”) provides for the Restoration and/or replacement of remote speaker microphones that have become defective through normal wear and usage. This Option includes service to the remote speaker microphone cord that attaches it to the portable. Due to the nature of this option, Customer’s entire inventory of portables must be covered by this Option. This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0Motorola has the following responsibilities: 2.1.Restore and/or replace remote speaker microphone as needed. 3.0Customer has the following responsibilities: 3.1.No additional responsibilities. Local Radio Support Approved by Contracts & Compliance August 2007 Page 1 of 1 Ó Statement of Work Local Radio Support Remote Control Head Option for Mobiles 1.0Description of Service The Remote Control Head Option for Mobiles provides for the Restoration of additional remote control heads, extended control heads, and Direct Entry Keypad (DEK) Plus that have become defective through normal wear and usage. Due to the nature of this Option, Customer’s entire inventory of mobiles must be covered by this Option. This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0Motorola has the following responsibilities: 2.1.Restore remote control heads, extended control heads, and Direct Entry Keypad (DEK) Plus as needed. 3.0Customer has the following responsibilities: 3.1.No additional responsibilities. Local Radio Support Approved by Contracts & Compliance August 2007 Page 1 of 1 Ó Ó Ó Ó Ó Ó Packet Routing Network; Zone Controllers; Database Server; FullVision Server; UEM Server;Zone Statistical Server; Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX; Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB; Conventional Channel Gateway (CCGW); Core, Exit, Gateway, Peripheral, Border, and Site routers, HP Switches master, prime, console (MCC7500)and repeater sites switches, GGSN; CWR MOSCAD Overlay (TenSr, Station, Channel Banks, TRAK GPS, Site Power, Microwave) Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site (Stations); Intelli Site Repeater RF Site (Site Controllers, Stations). The SMARTX box is a transparent box that connects the legacy equipment to ASTRO core. The SMARTX box is not part of the monitored elements. DOES NOT INCLUDE MONITORING OF ANY MOSCAD ALARM POINTS THAT DO NOT DIRECTLY IMPACT THE PERFORMANCE OF THE RADIO NETWORK. DOES NOT INCLUDE MONITORING OF ANYTHING OUTSIDE OF THE RADIO NETWORK UNLESS SPECIFICALLY STATED Monitoring and managing Security Elements is If Motorola Security Monitoring service is purchased - dependent on Customer purchasing and Core Security Core Security Management Server, Intrusion Detection Management Server as Equipment with the Customer Sensor, Firewall, Anti-virus Application, Servicer SystemAuthentication, Centralized Logging Server Nortel; Packet Routing Network; ZoneControllers; Database Server; FullVision Server; Zone Statistical Server; Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX; Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB; ARCADACS Cross Connect Switch; Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site (Stations);Intelli Site Repeater RF Site (Site Controllers, Stations); MOSCAD Overlay (TenSr, Station, Channel Banks, TRAK GPS, Site Power, Microwave) DOES NOT INCLUDE MONITORING OF ANY MOSCAD ALARM POINTS THAT DO NOT DIRECTLY IMPACT THE PERFORMANCE OF THE RADIO NETWORK. DOES NOT INCLUDE MONITORING OF ANYTHING OUTSIDE OF THE RADIO NETWORK UNLESS SPECIFICALLY STATED Monitoring and managing Security Elements is If Motorola Security monitoring is purchased -Core dependent on Customer purchasing and Core Security Security Management Server, Intrusion Detection Sensor, Management Server as Equipment with the Customer Firewall, Anti-virus Application, Servicer Authentication, SystemCentralized Logging Server Ó Nortel; Packet Routing Network; Zone Controllers; Database Server; FullVision Server; Zone Statistical Server; Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX; Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB; ARCADACS Cross Connect Switch; Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site (Stations);Intelli Site Repeater RF Site (Site Controllers, Stations); MOSCAD Overlay (TenSr, Station, Channel Banks, TRAK GPS, Environmental Alarms, Microwave) Zone Controllers; Database Server; Digital Interface Unit (DIU); Central Electronic Bank (CEB) Interface; AEB; FullVision Server; Air Traffic Router; System Statistics Server (Multi-Zone); Zone Statistical Server; User Configuration Server; NOVA 2000 (Interconnect); Remote RF Sites (Site Controllers Including Simulcast, Stations); MOSCAD Overlay (Stations-Non Trunked, Comparater, TenSr Channel Banks, Environmental Alarms, Microwave) Zone Controller, Network Manager Servers, User Configuration Server, Zone Database Server, FullVision Server, Air Traffic Router Server, Packet Data Router & Radio Network Gateway (IV&D), Data Collection Device, Master Site Router(Core, Gateway), Master Site Switches, Individual Site Routers, Individual SiteSwitches Site Controllers; Environmental Alarms; Channel Banks Site Controllers; Stations; Environmental Alarms; Channel Banks. Site Sentry is a canceled product. No new customers. Wireless Network Gateway (WNG); Radio Network Controller (RNC); Base Station MSO, EBTS SIP, OMC, Gateway Units Statement of Work Network Preventative Maintenance 1.0Description of Service onal test and alignment, on the Customer’s Network Preventative Maintenance will provide an operati 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. 2.0Motorola has the following responsibilities: e Customer of any possible System downtime needed to perform this service. 2.1Notify th 2.2Physically inspect the Infrastructure Equipment in the system (equipment cabinets, general circuitry, fault indicators, cables, and connections). 2.3Remove any dust, and/or foreign substances from the Infrastructure. 2.4Clean filters, if applicable. 2.5Measure, 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. 3.0Customer has the following responsibilities: 3.1Provide preferred schedule for Network Preventative Maintenance to Motorola. 3.2Authorize and acknowledge any scheduled System downtime. 3.3Maintain periodic backup of databases, Software applications and Firmware. 3.4Establish 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. 3.5Cooperatewith Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Network Preventative Maintenance services to Customer. Approved by Motorola Contracts & Compliance: 1/28/08 Conventional Network Preventative Maintenance Checklist Conventional InfrastructureOperational Check (where applicable) Base Station(s), Repeater(s), Control Station(s) Transmitter modulation, RF power output/reflected RF Frequency Measured/adjusted Receiver Sensitivity Measured/Adjusted Audio Input & Output Levels Combiner & Circulator Loss Receiver Desense (Full Duplex Only) Check Power Supply Voltages Consoles Positions/Remotes Audio Input & Output Levels Ethernet Operation Controller 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 CEB diagnostics Comparators (Voting) and /or Satellite Audio Input & Output Levels Receivers Receiver Sensitivity Measured/Adjusted Comparator power supply voltage Check for proper signal voting Power Check Diagnostics/Alarms UPS AC/DC Voltages/Batteries Switch-Over Operations Switch to Generator Power Generator AC to DC Power Unit (RF equipment) Switch to Battery Power Check Diagnostics/Alarms All Equipment Other Equipment Check all system printers Check all modems for proper levels & synchronization MBX/Other telco interface common equipment Approved by Motorola Contracts & Compliance: 1/28/08 Data – Network Preventative Maintenance Checklist Data Infrastructure Operational Check (where applicable) Data Base Station (Quantar) RSSI Calibration Check (-90) Transmit Frequency Adjustments Transmitter Deviation Adjustments Transmitter modulation Compensation Transmitter Power out and Adjustments Reflect Power Measurement Receiver Sensitivity Test Receive Antenna De-sense Test MSF 5000 Base Stations RSSI Calibration Check VCO Calibration Check (.38Micro Volt) Injection Filter Adjustments Pre-selector/Image Filter Adjustments Transmit Frequency Adjustments RF Power out Measurements RF Forward and Reflect Trip adjust Transmit Deviation Adjustments Receiver Sensitivity Test Transmitter modulation Compensation Gemini Base Station RSSI Calibration Check Transmit Frequency Adjustments RF Power out Measurements RF Forward and Reflect Trip adjust Transmit Deviation Adjustments Receiver Sensitivity Test Transmitter modulation Compensation Power Supply Voltage Check Power Supply Ripple Voltage Check Radio Network Controllers Power Supply In-take Fan Host connection check Message buffering RF Interface Base Interface Wireless Network Gateway Visually check system status and fault LEDs. Check SMIT for any module errors. Check each major modules Power Supply Voltage Check Visually check all cabling Capture all log and error reports UDS/Paradyne Modems Check for received line level Perform remote modem digital loopback test Check telco/microwave circuit UPSCheck Batteries Switch-Over Operations AC/DC Voltages Approved by Motorola Contracts & Compliance: 1/28/08 SMARTNET Network Preventative Maintenance Checklist SMARTNET Infrastructure Operational Check (where applicable) Repeater(s), Control Station(s) Transmitter modulation, RF power output/reflected RF Frequency Measured/adjusted Receiver Sensitivity Measured/Adjusted Power Supplies Audio Input & Output Levels Combiner & Circulator Loss Receiver Desense (Full Duplex Only) Check Power Supply Voltages Consoles Positions/Remotes 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 CEB Diagnostics 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. Check to see if equalization is required. Check for proper audio to Status Tone ratio Confirm that all Receiver RX Notch Filters are either IN or OUT GPSRoll to Redundant Receive Reference Module Frequency Standards (check 1 PPS, 5 MPPS, composite) Check Power Supply Voltages Site Equipment Audio Network Analyzer Baseline Database Server System Manager Terminal Site Test/System Calibration Equipment POWER Check Diagnostics/Alarms UPS AC/DC Voltages/Batteries Switch-Over Operations Switch to Generator Power Generator AC to DC Power Unit (RF equipment) Switch to Battery Power Check Diagnostics/Alarms All Equipment Other Equipment Check all system printers Check all modems for proper levels & synchronization MBX/Other telco interface common equipment Approved by Motorola Contracts & Compliance: 1/28/08 SmartZone -Network Preventative Maintenance Checklist SmartZone InfrastructureOperational Check (where applicable) Repeater(s), Control Station(s) Transmitter modulation RF power output/reflected RF Frequency Measured/adjusted Receiver Sensitivity Measured/Adjusted Audio Input & Output Level Check Low Speed Data Combiners & Circulator Loss Receiver Desense (Full Duplex Only) Power Supply voltages Consoles Positions/Remotes Audio Input & Output Level 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 CEB Diagnostics Central Controllers, DIGITAC Comparators Central Controller and Power Supplies T Bar Switched Simulcast Controller Simulcast Remote Controller Distribution Amp DIGITAC Comparator Receiver Multi-Couplers and Tower Mounted Amplifier Check for receiver to Comparator audio path. Check for proper audio to Status Tone ratio Confirm that all Receiver RX Notch Filters are either IN or OUT GPS Roll to Redundant Receive Reference Module Check Frequency Standards Check Power Supply Voltages Site Equipment Audio Network Analyzer Baseline Database Server System Manager Terminal Site Test/System Calibration Equipment Power Check Diagnostics/Alarms UPS AC/DC Voltages/Batteries Switch-Over Operations Switch to Generator Power Generator AC to DC Power Unit (RF equipment) Switch to Battery Power Check Diagnostics/Alarms All Equipment Other Equipment Check all system printers Check all modems for proper levels & synchronization MBX/Other telco interface common equipment Approved by Motorola Contracts & Compliance: 1/28/08 ASTRO® LE -Network Preventative Maintenance Checklist Astro LE InfrastructureOperational Check (where applicable) CO-LOCATED/REMOTE SIT E Repeater(s), Control Station(s) TX Frequency in Hz TX Power Output of Station (Forward/Reflected) TX Power Output out of Combiner (Forward/Reflected) TX Low Speed Deviation TX Test Pattern Deviation TX BER RX Tower/Rack Mounted Amplifier RX RF Level at 5% BER at Receiver and Through Multi-Coupler Receiver Desense/ Degradation do to Site Noise and TX Desense Wireline Audio Input & Output Levels Site Controllers Check Lights/Fan Operation Check/Align Frequency Standard Roll to Redundant Controller (pre-approved by customer) Test Site Trunking/Failsoft Modes (pre-approved by customer) Multiple Control Channel Switching (pre-approved by customer) Router/Switches Check Lights/Fan Operation All Equipment Check Diagnostics/Alarms Power Supply Voltages MASTER/PRIME SITE (RF Equipment) Master/Prime Site Controllers Check Lights/Fan Operation Roll to Redundant Controller (pre-approved by customer) Check Lights/Fan Operation Router/Switches ASTRO-TAC Comparators Check for receiver to Comparator audio path ACTAC 9600 Comparator All sites on line? V.24 link health-link delays Channel Bank Channel Bank/ transport health for all sites (diagnostics/alarms) Roll to Redundant Power Supply (pre-approved by customer) MASTER/PRIME SITE (Servers) Site Control Manager/Site Command Server (Clients) Backup Databases Terminal Server Remote Access Test GPS Roll to Redundant Receive Reference Module (pre-approved by customer) Frequency Standards (check 1 PPS, 5 MPPS, composite) Check Power Supply Voltages POWER Check Diagnostics/Alarms UPS AC/DC Voltages/Batteries Switch-Over Operations Generator Switch to Generator Power (pre-approved by customer) Approved by Motorola Contracts & Compliance: 1/28/08 Switch to Battery Power (pre-approved by customer) AC to DC Power Unit (RF equipment) Check Diagnostics/Alarms All Equipment TRUNKING TEST (Completed at all Sites) Talkgroup Call Multigroup Call Private Call Secure Call Approved by Motorola Contracts & Compliance: 1/28/08 ASTRO® 25 ARC4000, 6.x, & 7.x Network Preventative Maintenance Checklist ASTRO® 25 ARC4000, 6.x, & 7x Operational Check (where applicable) Reference existing site PM documents for exact measurements CO-LOCATED/REMOTE SIT E Repeater(s), Control Station(s) TX Frequency in Hz TX Power Output of Station (Forward/Reflected) TX Power Output out of Combiner (Forward/Reflected) TX Low Speed Deviation TX Test Pattern Deviation TX BER RX Tower/Rack Mounted Amplifier RX RF Level at 5% BER at Receiver and Through Multi-Coupler Receiver Desense/ Degradation do to Site Noise and TX Desense Wireline Audio Input & Output Levels Check Lights/Fan Operation Site Controllers Check/Align Frequency Standard Roll to Redundant Controller (pre-approved by customer) Test Site Trunking/Failsoft Modes (pre-approved by customer) Multiple Control Channel Switching (pre-approved by customer) Router/Switches Check Lights/Fan Operation All Equipment Check Diagnostics/Alarms Power Supply Voltages MASTER/PRIME SITE (RF Equipment) Master/Prime Site Controllers Check Lights/Fan Operation Roll to Redundant Controller (pre-approved by customer) Router/Switches Check Lights/Fan Operation ASTRO-TAC Comparators Check for receiver to Comparator audio path ACTAC 9600 Comparator All sites on line? V.24 link health- link delays Channel Bank Channel Bank/ transport health for all sites (diagnostics/alarms) Roll to Redundant Power Supply (pre-approved by customer) MASTER/PRIME SITE (Servers) Master Site Servers health (diagnostics/alarms) Complete backup of databases Roll to Redundant Zone Controller (pre-approved by customer) Misc Equipment Remote Access Test Check all modems for proper levels & synchronization MBX/Other telco interface common equipment GPS Roll to Redundant Receive Reference Module (pre-approved by customer) Frequency Standards (check 1 PPS, 5 MPPS, composite) Check Power Supply Voltages POWER Check Diagnostics/Alarms UPS AC/DC Voltages/Batteries Switch-Over Operations Switch to Generator Power (pre-approved by customer) Generator AC to DC Power Unit (RF equipment) Switch to Battery Power (pre-approved by customer) Check Diagnostics/Alarms All Equipment Approved by Motorola Contracts & Compliance: 1/28/08 CONSOLES POSITIONS/REMOTES Audio Input & Output Level Ethernet Operation CEB/MCC Power Supply Voltage, and AC Ripple Switches, Lights, CRT CEB/MCC Signal Levels Wiring and Grounding for each Position Check and Clean keyboards, CPU. CRT’s CEB/AEB/MCC diagnostics TRUNKING TEST (Completed at all sites) Talkgroup Test Multigroup Call Private Call Secure Call Approved by Motorola Contracts & Compliance: 1/28/08 E911 System Exhibit Infrastructure Type Operational Check (when applicable) ANI Controller Power supply check -DC Voltage Processor card battery test Review of advisory log Inspect phone, handsets, cords, touch tone pads, lights, and telephone instruments at main PSAP and remote location. Test operation or each 911 trunk and administrative phone line Check ANI cable routing and verify all connections (tighten cable/connector strain relief devices, review punch block wiring) Verify dial-up access Verify any spare circuit boards are operational Inspect ANI cabinets (ventilation/cooling, secure covers) ALI Controller Verify no alarm status on call screen. Check alarm/event log Check size of call detail records, purge if necessary Size of hard space remaining and advise customer. Purge if necessary. Test operation of all servers, terminals/clients printers, at main PSAP and remote locations Make test 911 calls to verify ALI information is properly displayed on all terminals/clients at main PSAP and remote locations Verify any spare ALI equipment or devices are operational If system uses local ALI or TSL, verify system properly receives Telco subscriber updates as required Check ALI cable routing and verify all connections (tighten cable/connector strain relief devices where necessary) Inspect all computer and terminal equipment (fans, vents, keyboards, CRTs, etc) . Verify ALI components ar e receiving proper ventilation/cooling Other Generate test alarm and verify that Motorola NMO receives outbound alarms for Site Sentry Device (SEB) Verify inbound remote maintenance access of both ANI and ALI functions through all remote access devices (SEB or maintenance modems) Check and verify proper installation of all grounding cables and connectors. Verify operational status of surge suppression equipment Verify operational status of standby power systems (UPS equipment, AC generators) Approved by Motorola Contracts & Compliance: 1/28/08 Statement of Work Repair Service Advantage (Service Agreement) End Users 1.0 Description Repair Service Advantage provides board level service for the Equipment that is specifically named in the applicable agreement to which this Statement of Work(SOW)is attached or any of the agreement's subsequent revisions. Services are performed at the Radio Support Center(RSC),or Federal Technical Support Center. In addition to Equipment specifically named in the applicable agreement to which this Statement of Work is attached,Repair Service Advantage includes service on single mobile control heads provided that they are required for normal operation of the Equipment and are included at the point of manufacture. Repair Service Advantage excludes repairs to: optional accessories; standard mobile palm microphones;non- standard mobile microphones;MEN accessories;iDEN mobile microphones;portable remote speaker microphones;optional or additional control heads;mobile external speakers; single and multiple unit portable chargers;batteries;mobile power and antenna cables;mobile antennas;portable antennas, and power supplies. Engraving service is not covered under standard Repair Service Advantage. This service does not cover defects,malfunctions,performance failures or damage to the unit resulting from physical,liquid,or chemical damage. An estimate for non-covered repairs will be provided for units displaying extensive damage. Repair Service Advantage is non-cancelable and non-refundable- If Equipment is added to the agreement subsequent to the Start Date,these units are also non-cancelable and non-refundable for the agreement duration. All Equipment must be in good working order on the Start Date or when additional Equipment is added to the agreement. Equipment may only be added to the agreement,via a customer signed or emailed Motorola Inventory Adjustment Form(IAF). Complete and accurate serial numbers and model descriptions must be supplied. All inventory adjustment requests for add-on subscriber units received prior to the 15t'of the month will be effective the lgt of the following month. Equipment add-on requests received after the 15a'of the month will be effective the lgt of the next succeeding month. Equipment deletions from the agreement may only be deleted under the following limited conditions: a)Equipment was stolen and proof of theft is provided to Motorola;or b)Motorola determines Equipment is damaged beyond repair;or c)Motorola determines Equipment is no longer supportable or is obsolete;or d)Equipment had already been under a previous contract for at least the twelve month requirement. Equipment deletions,where applicable,will be effective at the end of the month in which the request was received. The terms and conditions of this Statement of Work are an integral part of the Motorola service agreement or other applicable agreement to which it is attached and made a part thereof by this reference. If there are any inconsistencies between the provisions of the Motorola service agreement or other applicable agreement and this Statement of Work,the provisions of this Statement of Work shall prevail. Repair Service Advantage—Updated on 11/9/09 Reviewed NOVEMBER 2009 1 2.0 Motorola has the following responsibilities: 2.1 Test and Restore the Equipment to Motorola factory specifications,including Factory Mutual(FM), and Mine Hazard Safety Association(MHSA). 2.2 Reprogram Equipment to original operating parameters based on the Customer template,if retrievable,or from a Customer supplied backup diskette. If the Customer template or code plug is not usable, a generic template or code plug utilizing the latest Radio Service Software(RSS)or Customer Programming Software(CPS)version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. All Firmware is upgraded to the latest release for each individual product line. 2.3 Clean external housing of the Equipment. External components of unit will only be replaced when functionality has been diminished. 2.4 Pay the outbound freight charges. Motorola will pay the inbound freight charges if the Customer uses the Motorola designated delivery service. 2.5 Provide the Motorola repair request and Inventory Adjustment Form(IAF)via Motorola On Line(MOL). 2.6 Process inventory adjustment requests received by email or fax from Customer. If the request is received by email,Motorola will email an acknowledgement to the sender. 2.7 Perform covered services as requested by Customer on the Motorola repair request form. 2.8 If applicable,notify Customer of changes in Motorola designated inventory adjustment email address or fax number. 3.0 Customer has the following Responsibilities: 3.1 Supply Motorola complete and accurate serial numbers and model description. 3.2 Utilize the Motorola designated delivery service program to obtain Motorola payment for inbound shipping 3.3 Access the Motorola repair request form and Inventory Adjustment Form(IAF)through Motorola On Line (MOL). 3.4 Initiate service request via Motorola On Line(MOL)or complete a Motorola repair request form with contract number referenced, and submit with each unit of Equipment sent in for service. Mobile control heads or accessory items sent in must reference the serial number of the main unit. 3.5 If desired, supply Motorola with a 3.5"backup diskette with the Software template or programming in order to assist in returning the Equipment to original operating parameters. This step must be completed for Equipment that will not power up. If applicable,record the current flashcode for each radio. 3.6 If Motorola must utilize a generic template or code plug to Restore Equipment to operating condition, Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.7 Provide a signed or emailed Motorola Inventory Adjustment Form(IAF)for all Equipment additions. 3.8 Local services or annual maintenance required for maintaining normal operation of the equipment,unless specified on the service agreement. Repair Service Advantage—Updated on 11/9/09 Reviewed NOVEMBER 2009 2 © MOTOROLA STATEMENT OF WORK Security Monitoring Overview: Security Monitoring is a service offering that provides Security Monitoring to identify malicious activity that will or might cause system interference or corruption. Definitions Terms that are capitalized but not defined in this Statement of Work shall have the definition given to such terms in the Service Terms and Conditions, the Communications System Agreement or other applicable agreement. The following terms have the following meanings: Non-Motorola Software: Software whose copyright is owned by a party other than Motorola or its affiliated company, including but not limited to the anti-virus definitions, operating system software patches and signature files that will be pre-tested pursuant to this Statement of Work and the procurement of the Pre-Tested Software Subscription Service. 1.0 Description of Services ASTRO 25 Security Monitoring includes monitoring and managing the Motorola security equipment present on the Customer's System. Monitoring security equipment requires Customer to purchase a Core Security Management Server with Customer's System. Motorola will monitor Elements of a System for Events, as set forth in the Monitored Elements Table below. When the Motorola System Support Center (SSC) detects an Event, trained technologists that are experienced with identifying and interpreting security incidents will acknowledge the Event, run remote diagnostic routines, and initiate an appropriate Response. Appropriate responses could include, but are not limited to, continuing to monitor the Event for further development, attempting remote Restoral, or transferring the Event by opening a Case for dispatch of a Servicer. If dispatched, the Servicer will respond at the Customer location based on pre-defined Severity Levels set forth in the Severity Definitions Table and Response times set forth in the On-Site Response Time Table in order to Restore the System. Motorola will proactively manage the security Elements present on the System as needed to mitigate the risk of vulnerability such as a virus, worm or other intrusive attack on the System. This may include periodically deploying the latest release of pre-tested intrusion detection sensor signature files on the network barrier (ONLY for IDS supplied to Customer by Motorola and if present on the System) as determined by Motorola. Motorola will also modify intrusion sensor settings and update firewall settings as determined by Motorola and will notify Customer of such modifications. Motorola will provide Case Management as set forth herein. The SSC maintains contact with the on-site Servicer until System Restoral occurs and Case is closed. The SSC will continuously track and manage Case activity from open to close through an automated Case tracking process. Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA This Case management allows Motorola to provide activity and performance reports as well as ensures timely resolution of issues. 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(s) to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Provide dedicated Connectivity through a private network connection necessary for monitoring ASTRO 25 System. The Connectivity Matrix set forth below further describes the Connectivity options. NOTICE: If Network Monitoring (a separate Service) is not acquired, an additional fee will be applied to the customer. 2.2 Provide dedicated connectivity necessary for monitoring. 2.3 If determined necessary by Motorola, provide Motorola owned equipment for monitoring ASTRO 25 System elements. If Motorola installs or replaces Motorola owned equipment, the type of equipment and location installed is listed in the Motorola Owned& Supplied Equipment Table. 2.4 Verify Connectivity and Event monitoring prior to System Acceptance or Start Date. 2.5 Coordinate with Customer to maintain Motorola service authentication credentials. 2.6 Continuously receive service requests. 2.7 Perform Continuous monitoring of System Elements as set forth in the Monitored Elements Table. 2.8 Interpret System Events and determine appropriate Response. An appropriate Response could include the following actions: notify customer of activity, continue monitoring the Event for further development, review System log files or transfer the Event information via a Case for dispatch of a Servicer. 2.9 Respond in accordance to pre-defined Response times upon receipt from Customer of Customer managed passwords required for proper access to the Customer's System. 2.10 Remotely access the Customer's System to perform remote diagnostics as permitted by Customer pursuant to section 3.1. 2.11 Attempt remote Restoral, as appropriate. Some System functions may be disrupted as necessary to maintain System integrity until further validation of the Event occurs. This may include shutting down applications, applying security tools, resetting box, or instructing Servicer to reload applications and operating system software as necessary. This does not include a technician being physically dispatched. 2.12 Create a Case as necessary when service requests are received. Gather information to perform the following: 2.12.1 Characterize the issue 2.12.2 Determine a plan of action 2.12.3 Assign and track the Case to resolution. Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA 2.13 Ensure the required personnel have access to Customer information as needed. 2.14 Disable and enable System devices, as necessary, for Servicers. 2.15 Servicer will perform the following on-site: 2.15.1 Run diagnostics on the Infrastructure or FRU. 2.15.2 Replace defective Infrastructure or FRU, as applicable to security components provided by or approved by Motorola. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.15.3 Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any Security requirements necessary to perform the Maintenance service. 2.15.4 If a third party Vendor is needed to restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 2.16 Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification preference described in the Customer Support Plan required by section 3.6. If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 2.17 Escalate the Case to the appropriate party upon expiration of a Response time. 2.18 Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 2.19 Notify Customer of Case Status, as described in the Customer Support Plan at the following Case levels: 2.19.1 Open and closed; or 2.19.2 Open, assigned to the Servicer, arrival of the Servicer on site, deferred or delayed, closed. 2.20 Obtain intrusion detection sensor(IDS) signatures for Motorola supplied IDS, from Motorola selected commercial suppliers. 2.21 Address issues identified during testing to support functionality under the procedures specified in 2.22 above by working with Motorola selected commercial supplier or Motorola product development engineering team. 2.22 Maintain annual Customer licenses for intrusion detection sensor signatures for IDS supplied to Customer by Motorola with Motorola selected commercial supplier. 2.23 Provide the following reports, as applicable: 2.23.1 Case activity reports to Customer. 2.23.2 Network Security Monitoring Service reports for Customer System(s). 2.24 Apply additional support charges above and beyond the contracted service agreements that may apply if it is determined that System faults were caused by the Customer making changes to critical System parameters. 3.0 Customer has the following responsibilities: Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA 3.1 Allow Motorola Continuous remote access to obtain System availability, performance and configuration data. 3.2 Allow Motorola to access System if firewall has been installed; provide permanent/dedicated access for SNMP traps (outbound) and ZDS polling (inbound). 3.3 Provide continuous utility service to any Motorola equipment installed or utilized at Customer's premises to support delivery of the Service. 3.4 Maintain and manage any equipment outside of the System. 3.5 Provide Motorola with pre-defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.5.1 Provide 7/24 security contact and escalation list 3.5.2 Case notification preferences and procedures 3.5.3 Repair Verification preference and procedure 3.5.4 Database and escalation procedure forms. 3.5.5 Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.6 Provide the following information when initiating a service request: 3.6.1 Assigned System ID number 3.6.2 Problem description and site location 3.6.3 Other pertinent information for Motorola to open a Case. 3.7 Provide all Customer managed passwords required to access the Customer's System to Motorola upon request or when opening a Case to request service support or enable Response to a technical issue. 3.8 Notify the SSC when Customer performs any activity that impacts the System (Activity that impacts the System may include, installing software or hardware upgrades, performing upgrades to the network, or taking down part of the System to perform maintenance.) 3.9 As necessary, upgrade System to Supported System Release as specified in paragraph 2.22. 3.10 Allow Servicers access to Equipment (including any Connectivity or security monitoring equipment)if remote service is not possible. 3.11 Allow Servicers access to remove Motorola owned server upon cancellation of service as set forth in paragraph 2.2. 3.12 Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 2.15.2. 3.13 Maintain and store in an easily accessible location System backups and any/all Software needed to restore the System. Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA 3.14 Verify with the SSC that Restoration is complete or System is functional, if required by the Repair Verification Preference provided by Customer in accordance with section 3.6.3. 3.15 Comply with the terms of the applicable license agreements between Customer and the Non-Motorola Software copyright owners. 3.16 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the services described in this SOW. WARRANTIES AND DISCLAIMER: Motorola warrants that its services will be free of defects in materials and workmanship for a period of ninety (90) days following completion of the service. Your sole remedies are to require Motorola to re-perform the affected service or at Motorola's option to refund, on a pro-rata basis, the service fees paid for the affected service. During the applicable Warranty Period, Motorola warrants that the tested anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches provided if PTSS is procured or provided via ESS, do not degrade or compromise System functionality, and that after incorporation of the tested Software updates, the System Software, when used properly and in accordance with the Documentation, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." Whether a defect occurs will be determined solely with reference to the Documentation. Motorola does not warrant that Customer's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Customer's particular requirements. Motorola disclaims all other warranties with respect intrusion detection sensor signature files, express or implied, including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Further, Motorola disclaims any warranty concerning the non- Motorola software and does not guarantee that customer's system will be error-free or immune to viruses or worms as a result of these services. Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA Severity Definitions Table Severity Level Problem Types Severity 1 Response is provided Continuously Major System failure 33%of System down 33%of Site channels down • 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 maj or 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. On-Site Response Time Table (Customer's Response Time Classification is designated in the Service Agreement). Severity Standard Premier Response Limited Response Off Level Response Time Time Time Restoral Deferral Severity Within 4 hours Within 2 hours Within 4 hours from 8 hours Time 1 from receipt of from receipt of receipt of provided Notification Notification Notification by Continuously Continuously Standard Business Servicer Day Severity Within 4 hours Within 4 hours Within 4 hours from 8 hours Time 2 from receipt of from receipt of receipt of provided Notification Notification Notification by Standard Business Standard Business Standard Business Servicer Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA Severity Standard Premier Response Limited Response Off Level Response Time Time Time Restoral Deferral Day Day Day Severity Within 24 hours Within 24 hours Within 24 hours 48 hours Time 3 from receipt of from receipt of from receipt of provided Notification Notification Notification by Standard Business Standard Business Standard Business Servicer Day Day Day • 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. Connectivity Matrix Private Network Connection Public Internet Connection IP TI (All Customers) IP TI (Option Available only to Customers outside of the US Standard solution for real-time Connectivity Non-standard solution for real-time Connectivity Dedicated bandwidth configuration provided No dedicated bandwidth provided to monitor to monitor Customers Customers Protected from unauthorized intrusion Low risk of unauthorized intrusion Encryption Available Encryption Available Connectivity available through Motorola Customer provides Connectivity to the internet via an internet service provider selected by Customer Motorola Owned & Supplied Equipment Table Equipment Type Location Installed Firewall/Router Master Site System Support Server Master Site for each Zone Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA Monitored Elements Table (Listed by Technology) System Type Equipment ASTRO 25 (release 7.x) Packet Routing Network; Zone Controllers; Database Server; FullVision Server; Zone Statistical Server; Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX; Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB; Conventional Channel Gateway(CCGW); Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site (Stations); Intelli Site Repeater RF Site (Site Controllers, Stations); Core,Exit, Gateway,Peripheral, Border, and Site routers,HP Switches master,prime, console and repeater sites switches, GGSN; CWR MOSCAD Overlay(TenSr, Station, Channel Banks,TRAK GPS, Site Power,Microwave) DOES NOT INCLUDE MONITORING OF ANY MOSCAD ALARM POINTS THAT DO NOT DIRECTLY IMPACT THE PERFORMANCE OF THE RADIO NETWORK. DOES NOT INCLUDE MONITORING OF ANYTHING OUTSIDE OF THE RADIO NETWORK UNLESS SPECIFICALLY STATED ASTRO 25 (release 6.3 — Nortel; Packet Routing Network; Zone Controllers; Database Server; 6.9) FullVision Server; Zone Statistical Server; Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX; Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB;ARCADACS Cross Connect Switch; Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site (Stations);Intelli Site Repeater RF Site (Site Controllers, Stations); MOSCAD Overlay(TenSr, Station, Channel Banks, TRAK GPS, Site Power, Microwave) Does not include monitoring of any MOSCAD alarm points that do not directly impact the performance of the radio network. Does not include monitoring of anything outside of the radio network unless specifically stated. Security Elements Core Security Management Server; Firewall; Intrusion Detection Sensors; (Monitoring and managing Anti-virus Management application;Authentication Management Security Elements is application; Centralized Logging Server dependent on Customer purchasing Core Security Management Server as Equipment with the Customer System) Approved by Motorola Contracts & Compliance: July 22, 2009 © MOTOROLA Statement of Work Security Update Service (SUS) 1.0 Definitions Terms that are capitalized but not defined in this Statement of Work shall have the definition given to such terms in the Service Terms and Conditions, the Communications System Agreement or other applicable agreement. The following terms have the following meanings: 1.1 Non-Motorola Software: Software whose copyright is owned by a party other than Motorola or its affiliated company, including but not limited to the anti-virus definitions, operating system software patches and signature files that will be pre-tested pursuant to this Statement of Work. 1.2 System: The currently shipping Motorola ASTRO®25 System Release and up to 5 releases prior, with the last eligible release starting at 7.4. 1.3 Supported Release: Security Update Service—Platinum is available on the currently shipping Motorola ASTRO® 25 System Release and up to 5 releases prior, with the last eligible release being 7.4. If a customer is on a System Release older than 7.4 (eg, 7.3, 7.2, 6.9, etc...), or is outside of the 5 release schedule, then they cannot purchase this service. 2.0 Description of Services With Security Update Service ("Service"), Motorola pretests the updated commercial anti virus definitions for the Microsoft Windows based boxes on a System. This Service includes Motorola obtaining Microsoft Security Updates for Windows operating system, Solaris recommended patch bundles, Red Hat Linux security patches, anti-virus definitions* and intrusion detection sensor updates for Motorola supplied equipment from applicable original equipment manufacturer(OEM). Motorola will evaluate and pre-test each update on Motorola's ASTRO 25 test System components for operational impact. Motorola's verification and evaluation process for anti-virus definitions will consist of applying each update to an appropriate ASTRO 25 system release that corresponds and is consistent with supported** and fielded systems. Each assessment will consist of no less than 36 hours of examination time to evaluate the impact each anti-virus update has to the system. Upon satisfactory completion of the assessment pertaining to anti-virus signatures, these updates will be provided on a weekly basis either automatically or through connecting to Motorola's secured extranet connection. When anti-virus Approved by Motorola Contracts & Compliance: 01/24/2007 © MOTOROLA definitions classified as Category 4 (Severe, difficult to contain) and Category 5 (Very Severe, very difficult to contain)by the commercial supplier are released, Motorola will determine if a high-priority release is necessary. Operating system updates/patches will be made available to our customers electronically upon successful testing in our lab environments on a monthly basis for Microsoft patches and on a quarterly basis for all others. NOTICE: Automatic anti-virus and IDS updates are only available through our network security monitoring offering. Motorola will perform testing only on standard configurations certified by Motorola System Integration Testing (SIT) and Motorola supplied equipment/software prior to making an update available to Customers. * -Not all systems are provided antivirus for Microsoft and UNIX platforms. To receive full antivirus support under this service offering, the customer must have a standard ASTRO 25 system that is supported and also has implemented antivirus for UNIX. ** - Supported is defined as the current system release and the last three prior. Support beyond this model requires approval from the Customer Service Manager and the Security Services Product Manager. For extended coverage, please communicate a formal request to your account manager. The customer will be responsible for deploying Microsoft, Oracle, Sun Microsystems, UNIX, and Linux security updates from a Motorola provided secured extranet Web site. Antivirus and IDS updates will be capable of pushed automatically to the customer ASTR025 network only if network security monitoring is acquired by the customer. If there is a recommended configuration change that is successfully tested on the ASTRO 25 test System, Motorola will provide detailed instructions for performing the configuration change. Security Update Service -Platinum does not include software for system upgrades or implementation of any recommended remediation. Inclusions: Security Update Service -Platinum is available on the currently shipping Motorola ASTRO 25 System Release and up to 5 releases prior, with the last eligible release being 7.4. If a customer is on a System Release older than 7.4 (eg, 7.3, 7.2, 6.9, etc...), then they cannot purchase this service. Exclusions: Systems that have non-standard configurations that have not been certified by Motorola SIT are specifically excluded from this Service unless otherwise agreed in writing by Motorola. Service does not include pre-tested intrusion detection system (IDS)updates for IDS solutions not purchased through Motorola. NICE Recorder, certain consoles, MARVILS, Symbol Equipment, AirDefense Equipment, AVL, and Radio Site Security products are also excluded. The scope of service coverage is defined by Motorola Services and is subject to change based on OEM support lifecycles. The terms and conditions of this Statement of Work 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. Approved by Motorola Contracts & Compliance: 01/24/2007 © MOTOROLA 3.0 Motorola has the following responsibilities: 3.1 Obtain anti-virus definitions for the Microsoft Windows platform, intrusion detection sensor signatures for Motorola supplied IDS, Microsoft Security Updates for Windows Operating system, Solaris operating system recommended patch bundles, and Red Hat Linux security patches from Motorola selected commercial suppliers. 3.2 Evaluate anti-virus definitions classified as Category 4 and 5 by Motorola selected commercial supplier to determine if a high-priority release is required. Motorola in its discretion will determine the urgency of the update based on the impact to the System. 3.3 Identify and document latest System vulnerabilities and compliance issues discovered during quarterly vulnerability scan performed in Section 3.4. 3.4 Investigate new vulnerabilities and compliance issues that are identified. Recommended response may include, but is not limited to, not applicable to ASTRO 25 System, deploy security software updates; deploy operating system security updates or patches; implement configuration changes; upgrade to current ASTRO 25 System Release (actual upgrade expense not included in this service offering); or recommending a compensating control. 3.5 Pre-test recommended remediation when applicable and make documentation and/or software updates available to Customer electronically. 3.6 Provide documented response with recommended remediation when applicable for all new vulnerabilities quarterly or at Motorola's discretion to Customer electronically. 3.7 Test anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches by deploying them on a dedicated ASTRO 25 test System with the standard supported configurations, which include Motorola's then current approved cohabitated applications. 3.8 Confirm that tested anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches do not degrade or compromise System functionality on dedicated test System within the standard supported configurations. 3.9 Address issues identified during testing to support functionality under the procedures specified in 3.8 above by working with Motorola selected commercial supplier or Motorola product development engineering team. Approved by Motorola Contracts & Compliance: 01/24/2007 © MOTOROLA 3.10 Release pre-tested anti-virus definitions and intrusion detection sensor signatures for Motorola supplied IDS electronically on a weekly basis upon successful completion of the weekly test cycle to be completed one week after release by commercial supplier unless an issue is detected or within 36 hours from Motorola selected commercial supplier's Category 4 & 5 certified virus definitions being available or at Motorola's discretion if determined by Motorola to be a high-priority release. Release may include the anti-virus definition file, intrusion detection sensor signatures, updated configuration files, instructions and other information deemed pertinent by Motorola. 3.11 Release Microsoft, Solaris and Red Hat Linux operating system security patches/updates when they are certified and available with instructions for obtaining patch/update for Customer deployment on the Customer system. Microsoft operating system security updates will be released monthly as available from Motorola selected commercial supplier upon successful completion of monthly test cycle. Solaris and Red Hat Linux operating system security patches will be released quarterly upon successful completion of quarterly test cycle or at Motorola's discretion. 3.12 Notify Customer when the latest release is available with instructions on where to obtain latest release. 3.13 Provide technical assistance if there is an issue with the installation of an update. 3.14 Maintain annual Customer subscriptions for anti-virus definitions and intrusion detection sensor signatures, with Motorola selected commercial supplier. 4.0 Customer has the following responsibilities: 4.1 Provide means for accessing pre-tested files electronically. 4.2 Deploy pre-tested files on Customer System as instructed in the"Read Me" text provided. 4.3 Implement recommended remediation(s) on Customer System as determined necessary by Customer. 4.4 Upgrade System to a Supported System Release as necessary to continue Service. 4.5 Identify one point of contact for issues specific to Security Update Service. 4.6 Cooperate with Motorola and perform all acts that are reasonable and/or necessary to enable Motorola to electronically provide Security Update Service—Platinum to Customer. Approved by Motorola Contracts & Compliance: 01/24/2007 © MOTOROLA 4.7 Comply with the terms of the applicable license agreement between Customer and the Non-Motorola Software copyright owner. 4.8 Adhere closely to the System Support Center(SSC)troubleshooting guidelines provided upon system acquisition. A failure to follow SSC guidelines may cause Customer and Motorola unnecessary or overly burdensome remediation efforts that may result in a service fee to Customer. 5.0 WARRANTIES AND DISCLAIMER: Motorola warrants that its services will be free of defects in materials and workmanship for a period of ninety (90) days following completion of the service. Your sole remedies are to require Motorola to re-perform the affected service or at Motorola's option to refund, on a pro-rata basis, the service fees paid for the affected service. During the applicable Warranty Period, Motorola warrants that the tested anti-virus definitions, intrusion detection sensor signatures, and operating system security updates/patches do not degrade or compromise System functionality, and that after incorporation of the recommended remediation action the System Software, when used properly and in accordance with the Documentation, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Product and Software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which this information is provided) are collectively referred to as "Documentation." Whether a defect occurs will be determined solely with reference to the Documentation. Motorola does not warrant that Customer's use of the Software or Products will be uninterrupted or error-free or that the Software or the Products will meet Customer's particular requirements. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO PRE- TESTED ANTI-VIRUS DEFINITIONS, DATABASE SECURITY UPDATES, OPERATING SYSTEM SOFTWARE PATCHES, AND INTRUSION DETECTION SENSOR SIGNATURE FILES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. FURTHER, MOTOROLA DISCLAIMS ANY WARRANTY CONCERNING THE NON-MOTOROLA SOFTWARE AND DOES NOT GUARANTEE THAT CUSTOMER'S SYSTEM WILL BE ERROR-FREE OR IMMUNE TO VIRUSES OR WORMS AS A RESULT OF THESE SERVICES. Approved by Motorola Contracts & Compliance: 01/24/2007 Statement of Work Technical Support Service 1.0Description 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; (ii) does not include Customer training; (iii) is only available for those system types supported and approved by Technical Support Operations and (iv) limited to Infrastructure currently supported by Motorola, ®® Technical Support is applicable to the following system types: ASTRO, ASTRO 25, ARC 4000, ®®® SmartZone v2.0.3 and higher, SmartZone/OmniLink, E911, Private Data v2.0.3 and higher, ® SmartNet, Conventional Two-Way, Wireless Broadband and Digital In-Car Video. 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. 2.0Motorola 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. 2.1.1.If Infrastructure is no longer supported by Motorola, Technical Support will diagnosis the System but may not be able to resolve the issue without the Customer replacing the Infrastructure. 2.2.Advise caller of procedure for determining any additional requirements for issue characterization, and Restoration which includes 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. 3.0Customer 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. Approved by Legal 11-20-09 page 1 of 2 3.5.Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. 3.6.Remove video from Digital In-Car Videoequipment prior to contacting Motorola. If Technical Support assists the Customer in removing video, the Customer acknowledges, understands and agrees that Motorola does not guarantee or warrant that it will be able to extract any captured video or that any captured video will not be damaged, lost or corrupted. 3.7.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. 3.8.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 LevelProblem Types Severity 1 Response is provided Continuously 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 Approved by Legal 11-20-09 page 2 of 2