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Home My WebLink About20112533.tiff RESOLUTION RE: APPROVE COMMUNICATIONS SYSTEM AGREEMENT FOR MICROWAVE NETWORK AND SIMULCAST SYSTEMS AND AUTHORIZE CHAIR TO SIGN - MOTOROLA SOLUTIONS, INC. WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, the Board has been presented with a Communications System Agreement for Microwave Network and Simulcast Systems between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and the Greeley-Weld County Regional Communications Center, commencing upon full execution, with further terms and conditions being as stated in said agreement, and WHEREAS, after review, the Board deems it advisable to approve said agreement, copies of which are attached hereto and incorporated herein by reference. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Communications System Agreement for Microwave Network and Simulcast Systems between the County of Weld, State of Colorado, by and through the Board of County Commissioners of Weld County, and the Greeley-Weld County Regional Communications Center, be, and hereby are, approved. BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized to sign said agreement. The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 26th day of September, A.D., 2011. BOARD OF COUNTY COMMISSIONERS WELD COUNTY, COLORADO ATTEST: e,o,,et LL L cy, / /)Lc/� Barbara Kirkmeyer, hair Weld County Clerk to the Board E ILA can P. Con Pr -Tem BY: _ Deputy CI k to the Bo ,� i i . Garcia APPROVEFAS*6RM: it&ki i A"�,,y�Y David E. Long o my ttorney ,..aY a qrCaLvv-vs �.c�c Douglad Rademac r Date of signature: IO-(1-1 i S1 orii 4-o Mdte S “\\ ,,S CC 2011-2533 (71 - ;-1- I I ID- la-11 CM0020 Esther Gesick From: Don Warden Sent: Friday, September 23, 2011 5:20 PM To: Bruce Barker; Esther Gesick Cc: mike.savage@greeleypd.com; Anita Scrams; Monica Mika Subject: RE: CSA for Weld County TWO Systems within one agreement The amount should be the $5,550,000.They took another$100,000 off the total. We asked for$200,000, but got $100,000. Donald D. Warden Finance and Administration PO Box 758 Greeley, CO 80632 tel:970-356-4000 Extension 4218 Iti ≥a , 1 c w e iadc a-v' u Confidentiality Notice:This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Bruce Barker Sent: Friday, September 23, 2011 5:18 PM To: Don Warden; Esther Gesick Cc: mike.savage@greeleypd.com; Anita Scrams; Monica Mika Subject: RE: CSA for Weld County TWO Systems within one agreement So, this is the agreement for item 3 under New Business? Should the amount be the$5,630,395 in the written agreement instead of the $5,550,000 that is shown? Agreement looks good to go. Mike and I reviewed an agreement earlier in the week for 911 that had an objectionable "non-compete" clause in it that does not appear in this agreement. Bruce T. Barker, Esq. Weld County Attorney P.O. Box 758 1150 "O" Street Greeley, CO 80632 (970) 356-4000,ext.4390 Fax: (970) 352-0242 1 nit I )011 W EtO_./CoONT Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication.Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Don Warden Sent: Friday, September 23, 2011 4:59 PM To: Esther Gesick; Bruce Barker Cc: mike.savage@greeleypd.com; Anita Scrams; Monica Mika Subject: FW: CSA for Weld County TWO Systems within one agreement Esther, Probably should put this in Minutes for the BOCC for Monday's agenda. Mike and Anita I am assuming you both will be at the Commissioners' Board meeting Monday for questions. Donald D. Warden Finance and Administration PO Box 758 Greeley, CO 80632 tel:970-356-4000 Extension 4218 0l I Toli WEI Q V N T V u Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Mike Savage [mailto:Mike.Savage@greeleypd.com] Sent: Friday, September 23, 2011 4:46 PM To: MonicaMika@ymail.com; Don Warden; Anita Scrams; Bruce Barker Subject: FW: CSA for Weld County TWO Systems within one agreement Here is the contract info from Motorola on the combined tower project(simulcast and saragon). Mike ----------- -------------- From: Painchaud Ron-C14474 [mailto:Ron.Painchaud@motorolasolutions.com] Sent: Friday, September 23, 2011 3:59 PM To: Mike Savage 2 Cc: Brown Jane-C15734; Andy Bellendir; Mike Mullarkey; Heller Richard-ARH070 Subject: FW: CSA for Weld County TWO Systems within one agreement Mike, this is the one agreement with both systems referenced, both the Simulcast and the Microwave networks systems. Please sue this for your Monday morning meeting, it has been modified to reflect what was within a similar agreement for the MCC7500 the end of 2010. I have copied Rich Heller our Motorola Legal Contract Manager, and if anyone from the County needs to contact him his information is below. Thank you again for the help with this and if you have any questions please let us know. Ron A. PAINCHAUD SENIOR ACCOUNT MANAGER 7237 CHURCH RANCH BLVD.,SUITE 406 WESTMINSTER,CO 80021 CELL 970-218-3345 FAX 303-527-4226 noN.pAiNcHAun@moTonoi-ASOLuTioNe.com From: Heller Richard-ARH070 Sent: Friday, September 23, 2011 2:25 PM To: Painchaud Ron-C14474 Cc: Bondi Christopher-W10946 Subject: CSA for Weld County Ron, As discussed, here is the CSA for 2 Systems, with independent payment schedules and independent acceptance testing. There are some blanks to be filled out by the customer in Sections 5.4 and 16.8. Rich Heller Senior Contract Manager Motorola Solutions, Inc. motorolasolutions.com utions.com O: +1 847.576.1817 M: +1 708.951.9273 E: Rich.HellerCDmotorolasolutions.com 3 Communications System Agreement Motorola Solutions, Inc. ("Motorola") and Weld County ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell 2 Systems, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the "Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits. With respect to each System, any inconsistency between Exhibits will be resolved in their listed order. Exhibits for 3-Site Simulcast System & DTR Site (System 1): Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" from proposal dated August 30, 2011 C-1 "System Description" C-2 "Equipment List" C-3 "Statement of Work" C-4 "Acceptance Test Plan" or"ATP" C-5 "Performance Schedule" or"Project Schedule" C-6 "Pricing Summary" (Years 2 through 5 Extended Services are not being purchased) Exhibit D Warranty and Maintenance Plan (Post Warranty Services are not being purchased) Exhibit E "System Acceptance Certificate" Exhibits for Loop Microwave Network with Two Site Infrastructure Development(System 2): Exhibit A Motorola "Software License Agreement" (same as Exhibit A above) Exhibit B "Payment Schedule" (same as Exhibit B above) Exhibit C "Technical and Implementation Documents" from proposal dated August 30, 2011 C-1 "System Description" C-2 "Equipment List" C-3 "Statement of Work" C-4 "Training Plan" C-5 "Acceptance Test Plan" or"ATP" C-6 "Performance Schedule" or"Project Schedule" C-7 "Pricing Summary" (Years 2 through 5 Extended Services are not being purchased) Exhibit D Warranty and Maintenances Plan (Post Warranty Services are not being purchased) Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. 2.3. "Beneficial Use" means when Customer first uses a System or a Subsystem for operational purposes (excluding training or testing). Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 11-15291/RH 15//- Lg533 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.5. "Contract Price" means the price for the 2 Systems, excluding applicable sales or similar taxes and freight charges. 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2.7. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of a System is described in the Technical and Implementation Documents for the System. 2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non-Motorola Software" means Software that another party owns. 2.12. "Open Source Software" (also called "freeware" or"shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents (Exhibit C). 2.16. "Subsystem" means a major part of a System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the 2 Systems are described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed for a System. 2.19. "Warranty Period" for a System means one (1) year from the date of System Acceptance or Beneficial Use of the System, whichever occurs first. Motorola.CSA.FINAL.12.31.10.revision.doc 2 Motorola Contrail No. 11-15291/RH Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test each System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. 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 Effective Date and continues until the latest date of System Acceptance for a System or latest date of expiration of the Warranty Period for a System. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at http://www.motorola.com/businessandgovernment/and the MOL telephone number is (800) 814-0601. 3.5. MAINTENANCE SERVICE. 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 Warranty and Maintenance(s) Plan set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to such maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, Motorola.CSA.FINAL.12.31.10.revision.doc 3 Motorola Contract No. 11-15291/RH identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $5,550,000.00. If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as a volume purchase. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay all freight charges. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING ✓AND SHIPPING ADDRESSES.Invoices will be sent to the Customer at the following address: /9J © b � 51/Md , C$ 6b/y 613 p7,43 / J Aftr; CAC 4, A- .S.y4d.464' The address which is the ultimate de tinati n wh re en e q ip will be delivered to Customer is: Motorola.CSA.FINAL.12.31.10.revision.doc 4 Motorola Contract No. 11-15291/RH The Equipment will be shipped to the Customer at the following address (insert if this information is known): Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Technical and Implementation Documents. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Acceptance testing for each System will be independent from acceptance testing for the other System. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes Motorola.CSA.FINAL.12.31.10.revision.doc 5 Motorola Contract No. 11-15291/RH the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance for a System will occur after System Acceptance when all deliverables and other work have been completed for such System. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THE ATTACHED SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. Motorola.CSA.FINAL.12.31.10.revision.doc 6 Motorola Contract No. 11-15291/RH 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request Motorola.CSA.FINAL.12.31.10.revision.doc 7 Motorola Contract No. 11-15291/RH that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. 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 a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer 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 Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, 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 Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer 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. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Deleted. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. 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 ("Motorola Product") directly infringes a United States patent or copyright ("Infringement Claim"). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in Motorola.CSA.FINAL.12.31.10.revision.doc 8 Motorola Contract No. 11-15291/RH 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. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer 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 Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. 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 Customer'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 Customer 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 Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer 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 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide each other with Confidential Information. To the extent allowed under Colorado law, each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" Motorola.CSA.FINAL.12.31.10.revision.doc 9 Motorola Contract No. 11-15291/RH and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within thirty (30) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be 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. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or Motorola.CSA.FINAL.12.31.10.revision.doc 10 Motorola Contract No. 11-15291/RH agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, 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 have the same effect as an original signature. In addition, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Customer 1'6LD ee'll -4474 Attn: Law Department Attn: rjh /1?I 6-5'4-vd 1303 East Algonquin Road SZ s' ht& Schaumburg, IL 60196 62 EELE�! Cm fe63/ fax: 847-576-0721 fax: (9 70) 75-75 -Pirr 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer 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.CSA.FINAL.12.31.10.revision.doc 11 Motorola Contract No. 11-15291/RH 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 Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions 'nc. Customer By: B :-- iAie. 1 '< e- Name: • Ma'►'/ Name: Barbara Kirkmeyer M ' Vice Resident&Director Sales Title: / ivi Title: Chair, Board of Weld Couhty Commissioners Date: 7/2 Date: SFP 2 6 Zell Motorola.CSA.FINAL.12.31.10.revision.doc 12 Motorola Contract No. 11-15291/RH aaW/—a.�.S Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, Inc., ("Motorola"), and Weld County ("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 (Hi) 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. 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 Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 11-15291/RH 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 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 information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Motorola.CSA.FINAL.12.31.10.revision.doc 2 Motorola Contract No. 11-15291/RH 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 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 Motorola.CSA.FINAL.12.31.10.revision.doc 3 Motorola Contract No. 11-15291/RH FLASHport® 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)(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. 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 The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Motorola.CSA.FINAL.12.31.10.revision.doc 4 Motorola Contract No. 11-15291/RH 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, 6.4, 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 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. Motorola.CSA.FINAL.12.31.10.revision.doc 5 Motorola Contract No. 11-15291/RH Exhibit B Payment Schedule (for each System) Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within thirty (30) days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 1. 30% due upon contract execution; 2. 40%of the Contract Price upon shipment of equipment; 3. 20% of the Contract Price upon completion of installation; 4. 10% of the Contract Price upon Final Acceptance. 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 installation or civil work completed on a site-by-site basis, when applicable. Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 11-15291/RH Exhibit C Technical and Implementation Documents Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 11-15291/RH Exhibit D Warranty and Maintenance Plan Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 11-15291/RH Exhibit E System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 11-15291/RH f'.�O`ri J 3OL41 SOLUTIONS Motorola Soluiiona,hie. 7237 Church Ranch Blvd Suite 406 ':+'S�ililinstsr,CO 80021 August 30,2011 Captain Mike Savage Greeley Police Department Greeley-Weld County Communications 2875 10thStreet Greeley,CO 80634 RE: Loop Microwave Network with Two Site Infrastructure Development Attention Captain Mike Savage: Motorola Solutions Inc., ("Motorola")is pleased to have the opportunity to provide Greeley- Weld County Communications 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 provides: o 7-Site Loop Microwave Data Network&Two Site Infrastructure Development o Project Management,Engineering, Installation and Documentation included. This proposal is subject to the terms and conditions in the enclosed Communications System Agreement(CSA), together with its Exhibits and shall remain valid for a period of 90 days from the date of this cover letter. Motorola would be pleased to address any concerns the County may have regarding the proposal. Any questions can be directed to Ron A.Painchaud, Senior Account Manager, at 970-218-3345. We thank you for the opportunity to furnish Greeley-Weld County Communications with our communications 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, MOTO SOL 1O , INC. Larry abry MSSS ice Prcsidei &Director Sales Proposal for Weld County Microwave Network August 30, 2011 �4 Data Restrictions This proposal is considered Motorola Solutions,Inc.confidential and restricted.The proposal is submitted with the restriction that It Is to be used for evaluation purposes only,and is not to be disclosed publicly or in any manner to anyone other than those employed by the Weld County required to evaluate this proposal without the express permission of Motorola Solutions,Inc.MOTOROLA Solutions,Inc.and the Stylized M Logo are registered in the U.S.Patent&Trademark Office.All other product or service names are the property of their respective owners.©Motorola Solutions,Inc.2009 7237 Church Ranch Blvd Suite 406,Westminster CO 80021 M Table of Contents SECTION 1. SYSTEM DESCRIPTION I-I 1.1 PROTEUS MX HYBRID BACKHAUL MICROWAVE 1-2 1.1.1 Signal Processing Unit Features: 1-3 SECTION 2. EQUIPMENT LIST 2-1 SECTION 3. STATEMENT OF WORK 3-1 3.1 CONTRACT 3-I 3.1.1 Contract Award(Milestone) 3-1 3.1.1 Contract Administration 3-1 3.1.2 Project Kickoff 3-1 3.2 CONTRACT DESIGN REVIEW(CDR) 3-2 3.2.1 Review Contract Design 3-2 3.2.2 Design Approval(Milestone) 3-4 3.3 ORDER PROCESSING 3-4 3.3.1 Process Equipment list 3-4 3.4 MANUFACTURING AND STAGING 3-5 3.4.1 No Motorola Staged Equipment 3-5 3.4.2 Manufacture Non-Motorola Equipment 3-5 3.4.3 MNI Perform Staging Acceptance Test Procedure 3-5 3.4.4 Ship Equipment to Field 3-5 3.4.5 Ship Acceptance(Milestone) 3-6 3.5 SITE DEVELOPMENT CIVIL WORK—WIRELESS ADVANCED COMMUNICATIONS(WAC) 3-6 3.5.1 Site Development at SEW(E.Lupton)site 3-6 3.5.2 SEW Site Development Acceptance(Milestone) 3-11 3.5.3 Site Development at(SWW Delcameo)Site 3-12 3.5.4 SWW Site Development Acceptance(Milestone) 3-17 3.6 SYSTEM INSTALLATION 3-17 3.6.1 Install Fixed Network Equipment(Microwave) 3-17 3.6.2 Fixed Microwave Network Equipment Installation Complete 3-19 3.6.3 System Installation Acceptance(Milestone) 3-20 3.7 SYSTEM OPTIMIZATION 3-20 3.7.1 Optimize System FNE 3-20 3.7.2 Link Verification 3-20 3.7.3 Optimization Complete 3-21 3.8 AUDIT AND ACCEPTANCE TESTING 3-21 3.8.1 Perform R-56 Audit 3-21 3.8.2 Perform Equipment Testing 3-21 Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Table of Contents 1 3.8.3 Perform Functional Testing 3-22 3.8.4 System Acceptance Test Procedures(Milestone) 3-22 3.9 TRAINING 3-22 3.9.1 Perform Training 3-22 3.9.2 Training Complete 3-23 3.10 FINALIZE 3-23 3.10.1 Cutover 3-23 3.10.2 Resolve Punchlist 3-23 3.10.3 Transition to Service/Project Transition Certificate 3-24 3.10.4 Finalize Documentation 3-24 3.10.5 Final Acceptance(Milestone) 3-25 3.11 PROJECT ADMINISTRATION 3-25 3.11.1 Project Status Meetings 3-25 3.11.2 Progress Milestone Submittal 3-25 3.11.3 Change Order Process 3-26 SECTION 4. PROJECT SCHEDULE 4-1 SECTION 5. ACCEPTANCE TEST PLAN 5-1 SECTION 6. TRAINING PLAN 6-1 SECTION 7. WARRANTY AND MAINTENANCES PLAN 7-1 7.1 WARRANTY SERVICES 7-2 7.1.1 Dispatch Service 7-2 7.1.2 OnSite Infrastructure Response 7-3 7.1.3 Network Preventative Maintenance 7-3 7.1.4 Infrastructure Repair 7-3 7.1.5 Technical Support Service 7-4 7.2 POST WARRANTY SERVICES(YEAR 2 THRU 5) 7-4 7.2.1 Dispatch Service 7-4 7.2.2 OnSite Infrastructure Response 7-4 7.2.3 Network Preventative Maintenance 7-5 7.2.4 Infrastructure Repair 7-5 7.2.5 Technical Support Service 7-5 7.3 SUMMARY 7-6 SECTION 8. PRICING SUMMARY 8-1 SECTION 9. TERMS AND CONDITIONS 9-1 Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Table of Contents 2 M Section 1 . System Description The digital microwave transport proposed for Weld County consists of a seven hops ring network of non-protected and hot stand-by space diversity, Proteus MX, 11 GHz microwave radios. The ring is engineered using 225 Mbp/s capacity radios with built in Gigabit Ethernet ports and DS 1 traffic line interface for physical interface to the county's traffic. Protection of the Ethernet is accomplished via built in Rapid Ring Protection (RRP) for loop networks and protection of the DS1 traffic is accomplished via the built-in, Self-Healing Alternate Route Protection (SHARP) features of the Proteus MX radios. The system as currently designed consists of the following paths: • Ring Paths: • O Street to 35th Ave Tower • 35th Ave Tower to LaSalle Tower • LaSalle Tower to SEW • SEW to TT Tower • TT Tower to SWW • SWW to Water Tower • Water Tower to O street All paths have been engineered using 1/3 of a second ARC NED USPS, terrain data and have been designed with specific transmit power and antenna systems to provide a preliminary calculated annual two-way availability of not less than 99.999%. The preliminary calculations for path performance are based on Microwave Network, Inc. (MNI)published 10E-6 receiver threshold levels as registered with the FCC. Bellcore Standard transmission engineering practices, formulas and topographic data are the foundation of these calculations. Assumed clearance criteria used to determine preliminary antenna centerlines are: • K=4/3@100% F1 • A range of 60' tree obstructions on-path to within 0.1 miles of the end sites Before system implementation a microwave path engineering survey will be conducted on all paths. The objective of this survey is "information verification" to cross check and confirm the information to be used for clearance and engineering performance objectives. This confirmation includes site location (latitude/longitude coordinates using GPS receivers), elevation above mean sea level (AMSL), accurate measurement of path obstructions along the path (i.e. trees and buildings, electrical transmission lines, cellular towers and the presence of reflective surfaces) and general Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-1 compilation of local climate information. At locations with existing towers, pre- determined azimuths and centerlines will be checked for availability/adaptability in terms of proposed antenna mounting. 1 .1 Proteus MX Hybrid Backhaul Microwave Motorola is proposing MNI's latest product, the Proteus MX-Series which boasts virtually limitless interface options while providing the highest flexibility in the industry. Proteus MX is MNI's most comprehensive hybrid backhaul microwave radio. It extends the capacity and Ethernet support of the Proteus AMT M-Series while maintaining the unique flexibility and traffic grooming features that are critical for making a smooth and cost-effective transition from TDM to Ethernet IP. Reliability and survivability are the most important elements in communications systems. The Proteus MX is designed with complete protection of all signal and overhead channels. A 1+1 HSB protected Proteus MX radio eliminates all active components which could result in a single point of failure in the signal path! Designed specifically to support critical infrastructures, MX has the reliability, feature set and configuration flexibility to support many other backhaul applications, including Mobile Networks (HSDPA, LTE), Fixed Broadband Networks (WiFi, WiMax), and Enterprise Networks (LAN, WAN). In addition to hardware reliability, path availability is critical to a reliable backhaul network. The Proteus MX starts with a variety of available indoor mounted and outdoor mounted RF Unit choices and adds Automatic Transmit Power Control (ATPC) and Adaptive Code and Modulation (ACM) to ensure a path can be designed and provisioned to meet even the most stringent goals. Communications backhaul is migrating towards IP based transport—a fact that can easily been seen today; however, there remains a significant TDM infrastructure that must be supported. The software configurable hybrid IP/TDM nature of MNI's Proteus MX simplifies the migration towards IP by supporting both low latency IP and TDM traffic types, each carried in its native format (no conversion from TDM to IP for transport). Similarly, the combination of integrated features such as DS1 cross-connect, DS1 loop protection, and M13 multiplexing are unique in a single microwave platform and provide unprecedented control over traffic routing and payload allocation. The Proteus MX shares common RF Units with previous MNI Proteus products. Both split mount ODUs and indoor mounted RF Units are compatible without modification. Existing Proteus radio hops can be upgraded by simply replacing the existing SPU with Proteus MX SPUs. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-2 1 .1 .1 Signal Processing Unit Features: • Optimized for Hot Standby with 100% redundancy in all signal & overhead circuits. • 2 rack unit HSB SPU Chassis with two hot-pluggable Channel Units. Channel Units can be removed and replaced without disconnecting I/O cables. • Non-Protected SPU can be realized by removing one Channel Unit. • Software defined modulation (QPSK to 256QAM), channel bandwidth(2.5—56 MHz) and data rate. • Maximum data rates: • 30 MHz Channel: 191 Mbps • 40 MHz Channel: 251 Mbps • 50 MHz Channel: 310 Mbps • 56 MHz Channel: 345 Mbps Features include: • Integrated Gigabit Ethernet (2 switched ports) with VLAN and QoS, and with Rapid Ring Protection(RRP) for loop networks. • 2 NMS ports for out of band NMS, or NMS can be switched in-band, allowing the ports to be used as 2 additional ports for total of 4 GigE ports. • 256-bit AES Encryption • Optional built in MNI µBus for TDM cross-connect up to 118 Tls or 90 Els. µBus is compatible with Proteus M-Series µBus. • Adaptive Code and Modulation (ACM) with as many as 12 steps—Software Option • DACS —TDM channel mapping (DSI/E1, DS3,E3)- Software Option. • SHARP—DS 1/E 1 Loop Protection—Hardware/Software Option. • Optional TDM Data Card (functional equivalent to a LIM in the Proteus M-Series SPU) • 32 DS1/E1 • 4 x DS3 or E3 (with M1-3 capability) • 155 Mbps, SM or MM, with one or two outputs ports • 32 DS1/E1 with SHARP loop protection • Industry standard TDM I/O connectors permanently mounted to SPU Chassis. • 4 x DS3 on front(8 BNC Connectors) • 1 or 2 x 155 Mbps Optical (LC connectors) • 32 x DSl/E1 on rear panel ( 2 CHAMP 64-pin connectors, 32 TX and 32 RX) • Front and rear Main Power connectors. • Repositionablc chassis mounting ears for flush or balanced mounting. • Transferrable front panel plug in SIM (System Identification Memory) card containing radio license, full configuration records and performance history. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-3 Protected Signal Processing Unit with Redundancy Switching Unit The MX-Series is available in several different hardware and path protection configurations including non-protected(1+0), fully hot-standby protected (1+1), protected transmit with space diversity receivers and frequency diversity. The MX- Series features Forward Error Correction for improved receiver threshold, a powerful Transversal Equalizer to provide high tolerance to dispersive fades, and in some configurations, transmit pre-distortion and Trellis Coding for higher overall system gain. The radios are mounted in 7'x19" racks equipped with a Trimm fuse/terminal block panel. The intra-rack DC power wiring will be connected to the Trimm fuse/terminal block panel and the DC circuit for all rack mounted equipment will be separately fused. Customer traffic and radio DS1 inputs will be terminated on Telect DSX-1 cross- connect panels. The cross-connect panels provide monitor and circuit interrupting access points for the testing, monitoring, and patching of the DS1 circuits. The antennas included are Andrew Corporation, VHLP and PAR Series antennas with radomes. Andrew VHLP and PAR antennas are FCC Part 101, Category A compliant. Connection to the antennas is accomplished with Andrew elliptical waveguide. Andrew's pressurized, elliptical waveguide is the preferred choice for most microwave antenna feeder systems because it provides excellent electrical characteristics. The waveguide is precision-formed from high-conductivity copper with a corrugated wall for excellent crush strength. It is lightweight, and has good flexibility for ease of handling. Andrew's recommended three (3) point grounding system will be used on all waveguide runs. Flexible CMR to CPR, 24 inch, flex waveguide transitions will be used to connect the waveguide to the radio terminal. This provides for case of transition, improved aesthetics, and vibration and grounding isolation. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-4 Andrew MT050 Series dehydrators are included at all sites for antenna system pressurization. The MT050 Series Automatic Pressurization Dehydrator is designed for reliable pressurization of elliptical waveguide and includes a self contained, completely automated air drying system that utilizes a pressure swing moisture absorption cycle to provide pressurized dry air while continuously purging the collected moisture to the atmosphere. This eliminates the need for replacement or manual reactivation of the desiccant and makes the MT050 Series dehydrators ideal for unattended operation even at remote sites. Shelves to wall mount the dehydrators have also been included. To protect the microwave system from commercial AC power failure, optional pricing has been provided for a-48 VDC power system for the three microwave only sites utilizing redundant(N+1) Eltek Flatpack2 HE switch mode rectifiers and PowerSafe V Front Terminal valve regulated lead acid batteries. Eltek Flatpack2 HE rectifiers have an efficiency up to 96.5%, the highest in the industry. This high efficiency translates into huge, ongoing AC power savings for the life of the system. The Eltek rectifiers will be factory racked, wired and tested assemblies. The assembly will contain individual DC circuit breaker distribution panel(s), voltage and current continuous metering capabilities, high/low DC voltage disconnect switching and all necessary maintenance and management alarm and control functions. Chargers will be provided in redundant arrangement with units of identical capacity and type working on a load-sharing basis during normal operation. Solid state monitoring by the power board will be continuous and automatic switchover employed in the event of failure of either unit. Upon switchover the surviving rectifier will be able to carry the entire site load plus 25% growth and provide 24 hour recharge in the event of any loss of AC power. PowerSafe V Front Terminal batteries are designed using proven gas recombination technology which removes the need for regular water addition by controlling the evolution of hydrogen and oxygen during charging. This technology provides the user with the freedom to use lead acid batteries in a wide range of applications. The minimal level of gas production allows battery installation in cabinets or on stands, in offices or near main equipment, thus maximizing space utilization and reducing battery accommodation costs. The batteries will be rack mounted in EIA standard relay racks for floor space conservation and have been sized to provide four hours of standby operation at full load plus 20% expansion. The DC distribution circuit breaker panels and the main -48 VDC ground (return)buss will be isolated in this rack as part of the Eltek power board assembly. Castle Rock's SNMPc Network Management System has been included to monitor and control the digital microwave system MNI is proposing. SNMPc provides the following capabilities and features: Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-5 • Runs on Windows OS with modest hardware requirements. SNMPc is a completely open system allowing access to its data from external sources. • SNMPc can be used to manage any SNMP enabled device. • Supports a multi-level hierarchical map. Each hierarchy can represent cities, buildings, or sub-networks. Imported bitmaps of geographic maps or floor plans, along with manual or automatic network placement, lets you create a layout that closely matches the actual network. • Automatically lay out each map network as a tree, ring, or bus topology. Each map object uses a device specific or user selected icon, and the objcct color indicates the device status. • The Map Navigation Tool Window displays the map as a tree for direct selection of objects. The Navigation tree also displays the current alarm status of each subnet to quickly locate failing devices. • The map window Full Zoom feature automatically moves and zooms the view so that all devices are always visible in the window. The Pan/Zoom feature lets you select a region to zoom into from the complete set of devices in a view. • Automatic network discovery agents find new nodes on the network and automatically place them on the root Map. Operators can then move the newly discovered node to any sub-map and configure how SNMPc will interact with the node. • Employs distributed polling agent architecture to provide a high performance solution capable of monitoring networks from several hundred devices to tens of thousands. Remote software and Web based consoles provide network information to everyone who needs it. • Provides remote access consoles through JAVA or Windows based client software. Each remote user is assigned a security level and unique view of the network based on their user login. • Security and accountability through support for user audit trails. Any user access to the management platform or configuration changes are tracked and written to a log file. Alerts arc automatically generated if an intrusion attempt is detected. • Alarm events can be configured to automatically Email and or page appropriate service personnel. • With the Trend Reporting capability, Polling Agents monitor all user-defined report variables for a learning period and calculate a baseline for typical patterns. Thereafter, the Polling Agents compare the actual polled data to the baseline and generate alarms when variables deviate excessively from the baseline. Polling Agents automatically adjust baselines as traffic patterns change. You can also manually configure alarm thresholds for any polled variable. • Changes the color of map objects and performs other actions based on received events. Event Action Filters select the action to take when an event occurs. • Automatically export Map Topology, trend statistics and event log entries to industry standard databases for further processing. Use familiar tools such as Microsoft Access to generate customized trend reports. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-6 • Automatically generates scheduled daily, weekly, and monthly statistic reports. Report formats include graph, bar chart, distribution, and summary. They can be exported to a variety of destinations, including printers, files, or a WEB server. • User defined custom menus directly perform commands without having to select MIB objects. Custom menus can display a MIB table; edit, graph or chart any set of MIB variables; set an SNMP MIB variable; or run an application program. Motorola and Microwave Networks offers this detailed system design and proposal as experienced systems integrators. The proposed system, in its entirety, is intended to meet the end-to-end channel requirements of Weld County now and well into the future. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 System Description 1-7 M Section 2. Equipment List Qty Model Description 1 Motorola Model DQMWELDCOINRF includes: Proteus Microwave Radio Terminals 7 J11NM2-220E-NY0-MBSH Proteus MX, 11 GHz Gigabit Ethernet Radio, Non-Protected,High TX Pwr,All Indoor,w/SHARP configured for MicroBus, DACC,Licensed for 220 Mbps in 40 MHz Channel 3 J11SM2-220E-NY0-MBSH Proteus MX, 11 GHz Gigabit Ethernet Radio,HSB Space Diversity,High TX Pwr,All Indoor,w/SHARP configured for MicroBus, DACC, Licensed for 220 Mbps in 40 MHz Channel 4 J11NH2-220E-NY0-MBSH Proteus MX, 11 GHz Gigabit Ethernet Radio, Non-Protected,High TX Pwr,Split Mount w/32 CHNL SHARP,MicroBus, DACC,Licensed for 220 Mbps in 40 MHz Channel 6 NNN99SHARP-04 License Key,Self Healing Ring Protection(SHARP)of 4 Tributaries for Non Protected Proteus AMT-M-Series Microwave Radio Terminal 3 8209342-00 Self Healing Ring Protection(SHARP)Shelf,32E1/DS1 Cables and Connectors for Proteus AMT Microwave Radio Terminals 6 8108760-10 CHAMP Connector 24 GA Cable,AMT-MX,32 E1/DS1 (2 cables required), 10'(3m) 12 3700060-10 SHARP LIM-SHARP Shelf Cable(4 required per SHARP Shelf), 10"(0.25m) 7 8209325-02 2.1 m(7')x 19"EIA Rack and Mount Radio 7 9900653-00 Fuse Panel, +/-48/24V 7 9900464-00 Telect,ELF-0000-2400, 1RU Shelf 7 9901587-00 Telect,ELF-1008-1800,8-Port,DSX1 RJ45 Module 14 9901481-00 Telect,ELF-0000-0001, Faceplate 14 DS0401000006 6 Ft Bantam Patch Cable 1 Motorola Model DQMWELDCOINAD includes: 760 9900837-00 Andrew, LDF2-50,Heliax 3/8"Coaxial Cable,per foot 12 9900838-00 Andrew, L2PNM-HC, N-Male Connector for Heliax 3/8"Coaxial Cable 4 9900398-00 In Line N-Connector Surge Suppressor 8 9900832-00 Andrew,223158,Grounding Kit 4 9900839-01 Andrew,CA-TNRNF-V2,Right Angle Adapter 19 9900842-00 Andrew,912MCLICK,Hangers for Heliax 3/8"Coaxial Cable Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Equipment List 2-1 19 9900843-00 Andrew,252026-10KT,Angle Adapter for Heliax 3/8"Coaxial Cable 19 9900845-00 Andrew,252028-10KT,Double Stack Hardware 11GHZ Installation Accessories for Proteus AMT Microwave Radio Terminals 5 8708292-DN12 Waveguide Extender Kit, 11 GHz,NP,Top,Diplexer,SPU-RFU Gap 1 RU 5 8708292-DN22 Waveguide Extender Kit, 11 GHz,NP, RFU 2,Diplexer,8 RU Down 2383 MDJ6733A Elliptical Waveguide, 10.5-11.7 GHz,EW90 -per foot 13 MDJ6735A EW90 Connector Kit,includes items(a)...(0: 0 MDJ6735A-C1 (a)Connector, 190DE,Antenna Side, mates with CPR90G 0 MDJ6735A-C2 (b)Connector,190DE,Radio Side, mates with CPR90G 0 MDJ6735A-G (c)Grounding Kit, Factory Attached Lug, 204989-2 0 MDJ6735A-PW (d)Pressure Window, 55001-90 0 MDJ6735A-HG (e)Hoisting Grip, 19258 0 MDJ6735A-R (1)Connector Reattachment Kit,33544-37 13 9520198A00 Flexible Waveguide,Andrew,WR90-CPR90F, 11 GHz,24"(0.6m) 81 MDN6817A Hanger Kit of 10(42396A-5) 39 TDN6955A Threaded Rod Support Kit, 1/2"x12",Kit of 5(31771-5) 81 TDN6950A Angle Adaptors, Kit of 10(31768A) 13 9901504-00 Waveguide Boot for Wall-Roof Feed Through ,EW(P)90,Andrew WGB4-90 Dehydration System Automatic Dehydrator,MT050B-81315,19"rack mount,3.0-5.0 psig,discrete alarm, 5 9900869-02 115/230 Vac,auto-detecting 5 9520384A00 Dehydrator Wall Shelf,MT-050 Series 8 DS6600C2 2 Port Gas Distribution Manifold Antennas for Proteus AMT Microwave Radio Terminals 2 9901453-00 High Performance Integrated Antenna,Andrew,VHLP800-11-RC1,0.8m, 11 GHz 6 9901395-00 High Performance Integrated Antenna,Andrew,VHLP4-11-RC1, 1.2m, 11 GHz 7 9901427-00 High Performance Integrated Antenna,Andrew,VHLP6-11-RR1, 1.8m, 11 GHz 2 99999-TBD Standard Performance Antenna,Andrew,PAR8-107-PM,2.4m, 11 GHz 1 Motorola Model DQMWELDCOINCG included: Power System 5 9901644-01 Eltek,Charger system,-48VDC, 15 amp Output(Redundant) 2 9901644-02 Eltek,Charger system,-48VDC,20 amp Output(Redundant) 1 Motorola Model DQMWELDCOINBT includes: Battery System 2 9900214-00 65 AH Battery,-48 VDC 3 9900214-00 92 AH Battery,-48 VDC 2 9900704-00 130 AH Battery,-48 VDC 7 9900339-00 Battery Tray Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Equipment List 2-2 1 Motorola Model DQMWELDCOINSP includes: Spare Modules for Proteus AMT Microwave Radio Terminals ODU,AMT-MX/M/L,RM4,High Power,with Circular Interface,11GHz,Tx Low, 1 634-11TRTR-0xx11-6000 Tx/Rx Spacing:'TRTR'MHz,'x'=Frequency Specific Placeholder ODU,AMT-MX/M/L,RM4,High Power,with Circular Interface,11GHz,Tx High, 1 634-11TRTR-1xx11-6000 Tx/Rx Spacing:'TRTR'MHz,'x'=Frequency Specific Placeholder RFU MR1 Transceiver Module,Wideband,AMT-MX/M, 11GHz(Includes Power 1 8209334-00 Supply Unit) 1 8209344-00 SPU Chassis,Basic 1 8209345-01 Channel Unit,Standard Power Supply,MicroBus Option installed 1 7310054-03 Power Supply Module,Channel Unit, Standard(-48V) 1 7310054-04 Power Supply Module,Channel Unit, Universal(+24V/-48V) 1 Motorola Model DQMWELDCOINMN includes: SNMPc Based Element Manager System,Customized for MNI Microwave Radios SNMP Based Element Manager System license, with one year MNI support (c)Backup System,Extended License(supports Extended License computer with 1 8708270-00 unlimited remote logins and up to 10 polling agents) (d)Computer with licenses and monitor(Dell XPS-1A or similar,with Intel®CoreTm2 Duo, E6550,2G82 Dual Channel DDR2 SDRAM at 667 MHz,20 inch widescreen 1 9999-COMPUTR display) Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Equipment List 2-3 Product Specifications COMMSC( PE® VHLP6-1 1 -6WH 1.8 m 16 ft ValuLine® High Performance Low Profile Antenna, single-polarized, 10.700-11.700 GHz, CPR90G, white antenna, polymer white radome without flash, standard pack—one-piece reflector OBSOLETE Replaced By: 1.8 m 16 ft ValuLine® High Performance Low Profile Antenna, single-polarized, 10.700-11.700 VHLP6-11-6WH/A GHz, CPR90G, white antenna, polymer white radome without flash, standard pack—one-piece reflector T CHARACTERISTICS General Specifications Packing Standard pack Radome Color White Radome Material Polymer Reflector Construction One-piece reflector Antenna Input CPR90G Antenna Color White Antenna Type VHLP -ValuLine® High Performance Low Profile Antenna, single-polarized Diameter, nominal 1.8 m 16 ft Flash Included No Polarization Single Electrical Specifications Beamwidth, Horizontal 1.1 ° Beamwidth,Vertical 1.1 ° Cross Polarization Discrimination (XPD) 30 dB Electrical Compliance Brazil Anatel Class 2 I Canada SRSP 310.7 Part B I ETSI 302 217 Class 3 I US FCC Part 101A Front-to-Back Ratio 70 dB Gain, Low Band 43.3 dBi Gain, Mid Band 43.8 dBi Gain,Top Band 44.4 dBi ©2011 CommScope,Inc.All rights reserved.All trademarks identified by 8 or TM ore registered trademarks,respectively,of CommScope. page 1 of 5 All specifications ore subject to change.See www.commscope.com for the most current information. 8/22/2011 Product Specifications COMMSC( PE® VHLP6-1 1-6WH Operating Frequency Band 10.700 - 11.700 GHz Radiation Pattern Envelope Reference (RPE) 7045A Return Loss 17,7 dB VSWR 1.30 Mechanical Specifications Fine Azimuth Adjustment ±12° Fine Elevation Adjustment ±15° Mounting Pipe Diameter 115 mm 14.5 in Net Weight 84 kg I 185 lb Side Struts, Included 1 inboard Side Struts, Optional 1 inboard Wind Velocity Operational 110 km/h I 68 mph Wind Velocity Survival Rating 200 km/h I 124 mph Wind Forces At Wind Velocity Survival Rating Axial Force(FA) 7128 N I 1602 lbf Side Force(FS) 3531 N I 794 lbf Twisting Moment (MT) 3197 N•m Weight with 1/2 in (12 mm) Radial Ice 205 kg j 452 lb Zcg with 1/2 in (12 mm) Radial Ice 330 mm I 13 in Zcg without Ice 250 mm 1 10 in ©201 1 CommScope,Inc.All rights reserved.All trademarks identified by O or TM ore registered trademarks,respectively,of CommScope. page 2 of 5 All specifications ore subject to change.See www.commscope.com for the most current information. 8/22/2011 Product Specifications COMMSCPE° VHLP6-1 1-6WH Wind Forces At Wind Velocity Survival Rating Image A PA i Vii , . --. Mr Packed Dimensions Gross Weight, Packed Antenna 193.0 kg I 425.5 lb Height 2110.0 mm I 83.1 in Length 2070.0 mm I 81.5 in Volume 3.8 m3 Width 880.0 mm I 34.6 in ®2011 Commscope,Inc.All rights reserved.All trademarks identified by®or TM ore registered trademarks,respectively,of Commscope. page 3 of 5 All specifications are subject to change.See www.commscope.com for the most current information. 8/22/2011 Product Specifications commscoPEa VHLP6-1 1-6WH Antenna Dimensions And Mounting Information EIR f I IT7 E i D �I 1 G r r • " s 1 _ A i .- H J IOC, ANTENNA YMIEM/IOI/E Al Smokes In ma 01104*) A 910(87A) F 1306(54.9) e 636(25.0) O 077(26.7) C 176 010) H 1110(6.3) O 1939(76.3) J 320(12,6) e 562(15.0) * Footnotes Axial Force (FA) Maximum forces exerted on a supporting structure as a result of wind from the most critical direction for this parameter. The Individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. Cross Polarization Discrimination (XPD) The difference between the peak of the co-polarized main beam and the maximum cross-polarized signal over an angle twice the 3 dB beamwidth of the co-polarized main beam. Front-to-Back Ratio Denotes highest radiation relative to the main beam, at 180° 140°, across the band. Production antennas do not exceed rated values by more than 2 dB unless stated otherwise. Gain, Mid Band For a given frequency band, gain is primarily a function of antenna size.The gain of Andrew antennas is determined by either gain by comparison or by computer integration of the measured antenna patterns. Operating Frequency Band Bands correspond with CCIR recommendations or common allocations used throughout the world. Other ranges can be accommodated on special order. Packing Andrew standard packing is suitable for export. Antennas are shipped as standard In totally recyclable cardboard or wire-bound crates(dependent on product). For your convenience, Andrew offers heavy duty export packing options. 02011 CommScope,Inc.All rights reserved.All trademarks identified by®or TM are registered trademarks,respectively,of CommScope. page 4 of 5 All specifications are subject to change.See www.commscope.com for the most current information. 8/22/2011 Product Specifications COMMSCC9PE® VHLP6 1 1-6WH Radiation Pattern Envelope Reference (RPE) Radiation patterns determine an antenna's ability to discriminate against unwanted signals under conditions of radio congestion. Radiation patterns are dependent on antenna series, size, and frequency. Return Loss The figure that indicates the proportion of radio waves incident upon the antenna that are rejected as a ratio of those that are accepted. Side Force (FS) Maximum side force exerted on the mounting pipe as a result of wind from the most critical direction for this parameter. The individual maximums specified may not occur simultaneously.All forces are referenced to the mounting pipe. Twisting Moment(MT) Maximum forces exerted on a supporting structure as a result of wind from the most critical direction for this parameter. The individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. VSWR Maximum; is the guaranteed Peak Voltage-Standing-Wave-Ratio within the operating band. Wind Velocity Operational The wind speed where the antenna deflection is equal to or less than 0.1 degrees, In the case of ValuLine antennas, it is defined as a maximum deflection of 0.3 x the 3 dB beam width of the antenna. Wind Velocity Survival Rating The maximum wind speed the antenna, including mounts and radomes, where applicable, will withstand without permanent deformation. Realignment may be required.This wind speed is applicable to antenna with the specified amount of radial ice. ©201 1 CommScope,Inc.All rights reserved.All trademarks identified by®or TM are registered trademarks,respectively,of CommScope. page 5 of 5 All specifications are subject to change.See www.commscope.com for the most current information. 8/22/2011 .00" Product Specifications ANDREW A Clic,TI,5cc.� VHLP4-11-6WH 4 ft ValuLine® High Performance Low Profile Antenna, single-polarized, 10.7-11.7 GHz, CPRG flange, white antenna, white radome �4 • CIIARAC ITIR1STICS General Specifications Antenna Type VHLP -ValuLine® High Performance Low Profile Antenna, single-polarized Diameter, nominal 1.2 m 14 ft Antenna Input CPR90G Polarization Single Reflector Construction One-piece reflector Antenna Color White Radome Color White Radome Material Description Polymer Flash Included No Packing Standard pack Electrical Specifications Operating Frequency Band 10.700 - 11.700 GHz Gain, Top Band 40.8 dBi Gain, Mid Band 40.4 dBi Gain, Low Band 40.0 dBi Front-to-Back Ratio 67 dB Cross Polarization Discrimination (XPD) 30 dB Beamwidth,Vertical 1.5 ° VSWR 1.30 Return Loss 17.7 dB Electrical Compliance US FCC Part 101A I Brazil Anatel Class 2 I ETSI 302 217 Class 3 Mechanical Specifications Wind Velocity Operational 113 km/h I 70 mph Wind Velocity Survival Rating 249 km/h I 155 mph Fine Azimuth Adjustment ±12° Fine Elevation Adjustment ±15° Mounting Pipe Diameter 115 mm 14.5 in Side Struts, Included 1 inboard From North America,toll face Outside North America C3 2008 CommScope,Inc.All rights reserved. Telephone:1.8(10-255-1479 Telephone:+1.708-873-2307 All specifications are subject to change.Please sec www.andrew.com page I of 4 Fax:1.800-349-5444 Fax:+I.779.435-8579 for the most current information. 5/20/2008 Product Specifications ANDREW. A CommScope Company VHLP4-1 l-6WH Side Struts, Optional 1 Inboard Net Weight 46 kg I 101 lb Wind Forces At Wind Velocity Survival Rating Axial Force (FA) 3163 N I 711 lbf Side Force (FS) 1567 N I 352 lbf Twisting Moment(MT) 1570 Nam Zcg without Ice 170 mm I 7 in Zcg with 1/2" (12 mm) Radial Ice 241 mm I 10 in Weight with 1/2" (12 mm) Radial Ice 115 kg I 254 lb Wind Forces At Wind Velocity Survival Rating Image A ,.• 1 ., F4 • l•-•91 -T-•+p• r., 's F• Packed Dimensions Gross Weight, Packed Antenna 102.0 kg I 224.9 lb Length 1371.6 mm I 54.0 in Width 457.2 mm I 18.0 in Height 1371.6 mm I 54.0 in Volume 52488.0 in3 From North America,toll free Outside North America O 2008 CommSeope,Inc.All rights reserved. Telephone:1-800.255.1479 Telephone:+1.708-873-2307 All specifications are subject to change.Please see www.andrew.com page 2 of4 Fax:1-800.349-5444 Fax:+1-779-435-8579 for the most current information. 5/20/2008 Product Specifications ANDREW. A CommScope Company VHLP4-11-6WH Antenna Dimensions And Mounting Information F 6 trWt , / ' " f t i. A 4 r N J ANTRIM O$NON610NS Al alnwn110n s In mm(SIC A 758(2151 F 1766(K.0) B 427(16.0) 0 670(16.) C 176(6.6) N 160(6.3) 0 1291(501) J 120(21) E 382 05 * Footnotes Axial Force (FA) Maximum forces exerted on a supporting structure as a result of wind from the most critical direction for this parameter.The individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. Cross Polarization Discrimination (XPD) The difference between the peak of the co-polarized main beam and the maximum cross-polarized signal over an angle twice the 3 dB beamwidth of the co-polarized main beam. Front-to-Back Ratio Denotes highest radiation relative to the main beam, at 180° ±40°, across the band. Production antennas do not exceed rated values by more than 2 dB unless stated otherwise. Gain, Mid Band For a given frequency band, gain is primarily a function of antenna size.The gain of Andrew antennas is determined by either gain by comparison or by computer integration of the measured antenna patterns. Operating Frequency Band Bands correspond with CCIR recommendations or common allocations used From North America,toll free Outside North America 0 2008 CommScope,Inc.All rights reserved. Telephone:1.800-255-1479 Telephone:+1-708.873.2307 All specifications are subject to change.Please see www.andrew.com page 3 of 4 Fax:1-800-349.5444 Fax:+1-779.435-8579 for the most current infomution. 5/20/2008 ••••°' Product Specifications ANDREW A C_-c•rtrF cp VHLP4-11-6WIi throughout the world. Other ranges can be accommodated on special order. Packing Andrew standard packing is suitable for export. Antennas are shipped as standard in totally recyclable cardboard or wire-bound crates(dependent on product). For your convenience, Andrew offers heavy duty export packing options. Return Loss The figure that indicates the proportion of radio waves incident upon the antenna that are rejected as a ratio of those that are accepted. Side Force (FS) Maximum axial forces exerted on support structures by side struts as a result of a 200 km/h (125 mph) wind from the most critical direction and extreme angle permitted. The forces are a component of, not in addition to, the maximum forces specified above. Twisting Moment(MT) Maximum forces exerted on a supporting structure as a result of wind from the most critical direction for this parameter.The individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. VSWR Maximum; is the guaranteed Peak Voltage-Standing-Wave-Ratio within the operating band. Wind Velocity Operational The wind speed where the antenna deflection is equal to or less than 0.1 degrees. Wind Velocity Survival Rating Microwave antennas, including mounts and radomes, where applicable, will withstand the simultaneous wind and ice conditions as specified. From North America,toll free Outside North America ©2008 CommScope,Inc.All rights reserved. Telephone:I-800-255-1479 Telephone +1-708.873.2307 All specifications are subject to change.Please see www.andrew.com page 4 of 4 Fax:1-800-349-5444 Fax:+I-779.435.8579 for the most current information. 5/20/2008 Product Specifications COMMSC( PE® PARE-107-PXA 2.4 m 18 ft Parabolic Unshielded Antenna for Relocation-Category A, single-polarized, 10.700-11.700 GHz, CPR90G, gray antenna, molded gray radome with flash, standard pack—one-piece reflector CHARACTERISTICS General Specifications Packing Standard pack Radome Color Gray Radome Material Molded Reflector Construction One-piece reflector Antenna Input CPR90G Antenna Color Gray Antenna Type PAR- Parabolic Unshielded Antenna for Relocation-Category A, single-polarized Diameter, nominal 2.4 m 18 ft Flash Included Yes Polarization Single Electrical Specifications Beamwidth, Horizontal 0.8 ° Beamwidth,Vertical 0.8 ° Cross Polarization Discrimination (XPD) 30 dB Electrical Compliance ETSI Class 1 I US FCC Part 101A Front-to-Back Ratio 63 dB Gain, Low Band 45.8 dBi Gain, Mid Band 46.2 dBi Gain, Top Band 46.6 dBi Operating Frequency Band 10.700 - 11.700 GHz Radiation Pattern Envelope Reference (RPE) 3745 Return Loss 30.7 dB VSWR 1.06 Mechanical Specifications Fine Azimuth Adjustment +5° ©201 1 CommScope,Inc.All rights reserved.All trademarks identified by®or TM are registered trademarks,respectively,of CommScope. page 1 of 5 All specifications are subject to change.See www.commscope.com for the most current information. B/22/2011 Product Specifications COMMSC( PE® PARE 107-PXA Fine Elevation Adjustment f5° Mounting Pipe Diameter 115 mm 14.5 in Net Weight 125 kg I 276 lb Side Struts, Included 1 inboard Side Struts, Optional 3 outboard Wind Velocity Operational 110 km/h I 68 mph Wind Velocity Survival Rating 200 km/h I 124 mph Wind Forces At Wind Velocity Survival Rating Angle a for MT Max -125 ° Axial Force(FA) 15372 N I 3456 lbf Side Force (FS) 4196 N 1 943 lbf Twisting Moment(MT) -5349 N•m Weight with 1/2 in (12 mm) Radial Ice 243 kg I 536 lb Zcg with 1/2 in (12 mm) Radial Ice 427 mm I 17 in Zcg without Ice 343 mm I 14 in ©2011 CommScope,Inc.All rights reserved.All trademarks identified by®or'"'are registered trademarks,respectively,of CommScope. page 2 of 5 All specifications are subject to change.See www.commscope.com for the most current information. 8/22/2011 Product Specifications commscoPE PAR8-107-PXA Wind Forces At Wind Velocity Survival Rating Image - • fA it I I I NT Packed Dimensions Gross Weight, Packed Antenna 417.0 kg I 919.3 lb Height 2520.0 mm I 99.2 in Length 2710.0 mm I 106.7 in Volume 11.8 m3 Width 1730.0 mm I 68.1 in @2011 CommScope,Inc.All rights reserved.All trademarks identified by®or TM ore registered trademarks,respectively,of CommScope. poge 3 of 5 All specifications ore subject to change.See www.commscope.com for the most current information. 8/22/201I Product Specifications commscoPE• PARE-107-PXA Antenna Dimensions And Mounting Information i n I ` if I I fi,. t‘ - i Ae.bOwS00 .Tr 4.�".. r meglaitorpoor ... ..--.4 k t --.....,-......--....* i n ,v e...... I ,ae --1 _.i I s 3i 1t s q 1, . i / : CEY.AY , .tea I 4rsir.w MaeNA -.woo Mena NS Al '__NIV radlp A $10014 J 275410751 I :Map; K Sinn c - S%Il0e I MN O Mold a OMITn E 12000 N min F II(0(aa • II{IA}!I o IM}A A ow,* H EFQIJ 0 sfOEa1 Regulatory Compliance/Certifications Agency Classification ISO 9001:2008 Designed, manufactured and/or distributed under this quality management system * Footnotes Axial Force (FA) Maximum forces exerted on a supporting structure as a result of wind from the most critical direction for this parameter.The individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. Cross Polarization Discrimination (XPD) The difference between the peak of the co-polarized main beam and the maximum cross-polarized signal over an angle twice the 3 dB beamwidth of the co-polarized main beam. Front-to-Back Ratio Denotes highest radiation relative to the main beam, at 180° ±40°, across the band. Production antennas do not exceed rated values by more than 2 dB unless stated otherwise. Gain, Mid Band For a given frequency band, gain is primarily a function of antenna size.The gain of Andrew antennas is determined by either gain by comparison or by computer integration of the measured antenna patterns. Operating Frequency Band Bands correspond with CCIR recommendations or common allocations used ®2011 CommScope,Inc.All rights reserved.All trademarks identified by®or TM are registered trademarks,respectively,of CommScope. page 4 of 5 All specifications ore subject to change.See www.commscope.com for the most current information. 8/22/2011 Product Specifications COMMSC( PE® PAR8-107-PXA throughout the world. Other ranges can be accommodated on special order. Packing Andrew standard packing is suitable for export.Antennas are shipped as standard in totally recyclable cardboard or wire-bound crates (dependent on product). For your convenience, Andrew offers heavy duty export packing options. Radiation Pattern Envelope Reference (RPE) Radiation patterns determine an antenna's ability to discriminate against unwanted signals under conditions of radio congestion. Radiation patterns are dependent on antenna series, size, and frequency. Return Loss The figure that indicates the proportion of radio waves incident upon the antenna that are rejected as a ratio of those that are accepted. Side Force (FS) Maximum side force exerted on the mounting pipe as a result of wind from the most critical direction for this parameter. The individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. Twisting Moment(MT) Maximum forces exerted on a supporting structure as a result of wind from the most critical direction for this parameter. The individual maximums specified may not occur simultaneously. All forces are referenced to the mounting pipe. VSWR Maximum; is the guaranteed Peak Voltage-Standing-Wave-Ratio within the operating band. Wind Velocity Operational The wind speed where the antenna deflection is equal to or less than 0.1 degrees. In the case of ValuLine antennas, it is defined as a maximum deflection of 0.3 x the 3 dB beam width of the antenna. Wind Velocity Survival Rating The maximum wind speed the antenna, including mounts and radomes, where applicable, will withstand without permanent deformation. Realignment may be required. This wind speed is applicable to antenna with the specified amount of radial ice. ©201 1 CommScope,Inc.All rights reserved.All trademarks identified by®or TM ore registered trademarks,respectively,of CommScope. poge 5 of 5 All specifications ore subject to change.See www.commscope.com for the most current information. 8/22/2011 As**CL:IF CDREW® NEW PRODUCT ANNOUNCEMENT ;i kb � Hl k • ValuLine® III Next Generation Antennas VHLP800- 1 1 SPECIFICATIONS Frequency Band, GHz 10.5-11.7 Bottom Band Gain, dBi 36.6 Mid Band Gain, dBi 37.4 Top Band Gain, dBi 38.1 Beamwidth, degrees 2.2 Front/Back, dB 59 XPD, dB 30 Return Loss, dB 19.1 Regulatory Compliance FCC Part 101 CATA Andrew RPE Number 7090A/7091A One Company. A World of Solutions. SPECIFICATIONS Valutine`' III Next Generation Antennas—VHLP800-1 1 Td I / hr1' 9 = , f / z. ro ..„ l F G �` ` ! i 1. . T A I ,° - - .. I a bp' j • B f. Antenna Dimensions, mm (in) Antenna Fine Adjustment A 889.00(35.0) Fine Aximuth ±10° 8 485.30(19.1) Fine Elevation ±25 C 418.00(16.5) D 244.75(7.2) E 57.60(2.3) F 91.70(3.6) G 184.00(7.2) ®1= ValuLine® III Next Generation Antennas—VHLP800-1 1 Wind Loading The axial, side, and twisting moment forces stated below are the maximum loads applied to the tower by the antenna at a survival windspeed of 200 km/h 1125 mphl. They are the result of wind from the most critical direction for each parameter. The individual maximums may not occur simultaneously. All forces are referenced to the antenna mounting pipe. Axial force FA 1500 N A Side force Fs 743 N • Moment Mi 673 N•m 41/4 r Angle A for Mr maximum —30° FA ZOg"without ice,mm(in) 180.3(7) z XC0 without ice,mm(in) 304.4(11.98) kc -f, Fs Zoo is the axial distance from the center of gravity to the mounting pipe. MI Xca Antenna Weights Including Mount Antenna Without Ice,kg(Ib) 21.6(47.6) Antenna with 25 mm(1.0 in)Radial Ice,kg(Ib) 34.5(16.1) Antenna Packed Weights (Gross) Weight,kg(Ib) 30(66.1) Packed Antenna Dimensions (Single Unit Pack) Dimensions,cm(in) 90 x 90 x 65(35.5 x 35.5 x 25.0) '°PANDREW® One Company. A World of Solutions. Andrew Corporation Customer Support Center All designs, specifications, and avallabilises of pioduas and services presented in this bulletin 3 Westbrook Corporate Center From North America ore subject to change without notice. Suite 900 Telephone. 1-800-255-1479 Bulletin PA101562 EN 110/061 Westchester,IL 60154 US Fax. 1.800-349-5444 ©2006 Andrew Corporation,Westchester, Il 60154 US International Internet:wwva.andrew cum Telephone_ +1708-873-2307 Fox-. +1708.349-5444 M Section 3. Statement of Work 3.1 Contract 3.1 .1 Contract Award (Milestone) Weld County and Motorola execute the contract and both parties receive all the necessary documentation. 3.1 .1 Contract Administration Motorola Responsibilities: • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for project implementation. • Set up the project in the Motorola information system. • Schedule the project kick-off meeting with Weld County. Weld County Responsibilities: • Assign a Project Manager, as the single point of contact responsible for Weld County signed approvals. • Assign other resources necessary to ensure completion of project tasks for which Weld County is responsible. Completion Criteria: • Motorola internal processes are set up for project management. • Both Motorola and Weld County assign all required resources. • Project kickoff meeting is scheduled. 3.1 .2 Project Kickoff Motorola Responsibilities: Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-1 • Conduct a project kickoff meeting during the Contract Design Review (CDR) phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision-making authority between project participants. • Review the overall project scope and objectives with Weld County. • Review the resource and scheduling requirements with Weld County. • Review the Project Schedule with Weld County to address upcoming milestones and/or events. • Review the teams' interactions (Motorola and Weld County), meetings, reports, milestone acceptance, and Weld County's participation in particular phases. Weld County Responsibilities: • Weld County's key project team participants attend the meeting. • Review Motorola and Weld County responsibilities. Completion Criteria: • Project kick-off meeting completed. • Meeting notes identify the next action items. 3.2 Contract Design Review (CDR) 3.2.1 Review Contract Design Motorola Responsibilities: • Meet with Weld County project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. • Discuss the proposed Cutover Plan and methods to document a detailed procedure. • Submit design documents to Weld County for approval. These documents form the basis of the system, which MNI will manufacture, assemble, and stage. • Prepare equipment layout plans for Pre-shipment staging at Microwave Networks, Inc. facility in Texas. • Finalize site acquisition and development plan. • Conduct(updated) site evaluations to capture site details of the system design and to determine site readiness (when necessary). Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-2 • Determine each site's ability to accommodate proposed equipment based upon physical capacity. • If applicable, test existing equipment with which Motorola equipment will interface. • Prepare Site Evaluation Report that summarizes findings of above-described site evaluations. • Assist Weld County with frequency planning services, frequency search services, interference analysis, public notifications, coordination, and frequency recommendations for the radio system. • Provide MNI Path and Site Survey for seven (7) paths. • Prepare MNI Analysis/frequency Coordination and FCC Application for seven (7) paths. Restrictions: • Motorola assumes no liability or responsibility for inadequate frequency availability or frequency licensing issues. • Motorola is not responsible for issues outside of its immediate control. Such issues include, but are not restricted to, improper frequency coordination by others and non-compliant operation of other radios. • Motorola is not responsible for co-channel interference due to errors in frequency coordination by APCO or any other unlisted frequencies, or the improper design, installation, or operation of systems installed or operated by others. • If, for any reason, any of the proposed sites cannot be utilized due to reasons beyond Motorola's control, the costs associated with site changes or delays including, but not limited to, re-engineering, frequency re-licensing, site zoning, site permitting, schedule delays, site abnormalities, re-mobilization, etc., will be paid for by Weld County and documented through the change order process. Weld County Responsibilities: • Weld County's key project team participants attend the meeting. • Make timely decisions, according to the Project Schedule. • Frequency Licensing and Interference: • As mandated by FCC, Weld County, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system staging. This responsibility includes paying for FCC licensing and frequency coordination fees. • Provide the FCC "call sign" station identifier for each site prior to system staging. Completion Criteria: • Complete Design Documentation, which may include updated System Description, Equipment List, system drawings, or other documents applicable to the project. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-3 • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is "frozen," in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 3.2.2 Design Approval (Milestone) • Weld County executes a Design Approval milestone document. 3.3 Order Processing 3.3.1 Process Equipment list Motorola Responsibilities: • Validate Equipment List by checking for valid model numbers, versions, compatible options to main equipment, and delivery data. • Enter order into Motorola's Order Fulfillment (COF) system. • Create Ship Views, to confirm with Weld County the secure storage location(s) to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s) to the Contract. • Procure third-party equipment if applicable. Weld County Responsibilities: • Approve shipping location(s). • Complete and provide Tax Certificate information verifying tax status of shipping location. Completion Criteria: • Verify that the Equipment List contains the correct model numbers, version, options, and delivery data. • Trial validation completed. • Bridge the equipment order to the manufacturing facility. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-4 3.4 Manufacturing and Staging 3.4.1 No Motorola Staged Equipment 3.4.2 Manufacture Non-Motorola Equipment Motorola Responsibilities: • Manufacture (third party equipment suppliers)non-Motorola equipment necessary for the system based on equipment order. Weld County Responsibilities: • None. Completion Criteria: • Ship non-Motorola manufactured equipment to the field after staging at Microwave Networks, Inc. (MNI) facility in Texas. 3.4.3 MNI Perform Staging Acceptance Test Procedure Motorola/MNI Responsibilities: • Test and validate system software and features. • Functional testing of standard system features. • Conduct site and system level testing. • Power-up site equipment and perform standardized functionality tests. • Perform system burn-in 24 hours a day during staging to isolate and capture any defects. Weld County Responsibilities: • None Completion Criteria: • Approve Acceptance Testing. 3.4.4 Ship Equipment to Field Motorola/MNI Responsibilities: • MNI Pack system for shipment to final destination. • MNI Arrange for shipment to the field. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-5 Weld County Responsibilities: • None. Completion Criteria: • MNI Equipment ready for shipment to the field. 3.4.5 Ship Acceptance (Milestone) • All Non-Motorola manufactured (MNI) equipment shipped to Wireless Advanced Communications (WAC). 3.5 Site Development Civil Work—Wireless Advanced Communications (WAC) 3.5.1 Site Development at SEW (E. Lupton) site Site Scope Summary • Engineering Services for site drawings and regulatory approvals - Included • Site Acquisition services -Not included • Zoning and local permitting services - Included • New fenced compound/expansion size—up to 80' x 80' • Clearing type -Light • New power run— Up to 100 feet, Electrical service type: Underground, 200 Amp - 120/240V, single-phase • New shelter size— 12' x 20' x 9' • New generator size—Kohler 30REOZJC, Type with self contained 113 gallon fuel tank—Outdoor above ground • New tower to be used for antennas - 300 ' self-supported tower • New tower foundation size—Up to 144 yards cubic yard, Type—Drilled Pier or Buried Mat. Foundation Type at this point is undetermined. Wireless Advanced Communications Will: Site Zoning • Coordinate zoning and permitting of the new tower site such that it is in full compliance with applicable jurisdictional requirements. Site Engineering • Prepare site construction drawings showing the layout of various new and existing site components. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-6 • Conduct site walks to collect pertinent information from the sites (e.g., location of Telco, power, existing facilities etc.). • Prepare a lease exhibit sketch of the site to communicate to the property owner the proposed lease space and planned development at the particular site location. • Prepare zoning drawings that can be used to describe the proposed site installation in sufficient detail. • Prepare record drawings of the site showing the as-built information • Conduct utility investigation and coordinate with local utility company for power hook up • Perform construction staking around the site to establish reference points for proposed construction • 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 potentially be 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 communications facility "may have a significant environmental impact" and thus require additional documentation, submittals or work. Regional Environmental Review (RER) report submittals if required by FEMA have not been included. • Conduct up to 40-foot deep soil boring test at tower location and prepare a geotcehnical report of soil conditions at locations of the tower foundation. Grouting of boring holes or access by Automatic Traction Vehicle (ATV) mounted rig is not included. • Conduct construction inspection of foundation steel prior to pour, materials testing of concrete and field density tests of backfill to ensure quality construction. • Check tower erection for plumbness, linearity and alignment after installation. • Perform inspection of the site and the work performed by the Contractor to document that the site is built in accordance with the"Site Plans" and document any deviations or violations. • Research permit requirements (building, utility, construction and FAA permits) for the construction of the proposed site, and determine if the permits are required. If a permit is required, WAC shall obtain the necessary permit forms and complete the necessary information on behalf of Weld County. • Submit the completed application forms to the local jurisdiction and apply for applicable permits. 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. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-7 • Provide one-time mobilization costs for the construction crews. Any remobilization due to interruptions/delays that are out of WAC or Motorola's control will result in additional costs. • Provide light clearing, grubbing and disposal of vegetation and shrub growth in the site compound area and a 20-foot path around it(not to exceed 8100 square feet). • Grade the site compound and ten (10)-foot path around it to provide a level, solid, undisturbed surface for installation of site components (not to exceed 4900 square feet). • Supply and install gravel surfacing to a depth of six (6) inches, underlain with geotextile fabric within the fenced-in site compound area and a three (3)-foot path around it(not to exceed 3136 square feet). • Provide silt fence around the compound to control soil erosion(not to exceed 200 linear feet). • Supply and install eight(8)-foot high chain link fencing with a ten (10)-foot wide gate around the shelter compound(not to exceed 200 linear feet). • Perform site touchup (fertilize, seed and straw) disturbed areas not covered with gravel after completion of construction work. Landscaping, decorative fencing or any other aesthetic improvement that may be required by local jurisdictions has not been included and will be handled through a negotiated contract change notice. Site Components Installation • Construct one (1) reinforced concrete foundation necessary for a 12' x 20' x 9' shelter. • Construct one(1) foundation for the Diesel 33 KW generator with reinforcing steel necessary for foundations. • Supply and install one(1) prefabricated concrete shelter 12'x 20' x 9'. • Supply and install fuel tank monitors on the tanks to monitor low fuel in tanks and run alarm wiring to the building located within 50 feet of the tank. • Supply and install one (1) standby power Diesel generator(33 KW) located within 20' of the Automatic Transfer Switch (ATS) including interconnection wiring between the generator, transfer switch, and site electrical service mains. • Supply and install one (1) 120/ 240 volt, 200 amp, single-phase meter pedestal and hookup for electrical service by the local utility. • Provide all trenching, conduit, and cabling necessary for underground hookup of power to the shelter from nearby utility termination located within 100 cable feet of the shelter. • Supply and install a grounding system around the shelter tied to the fence and other new metal structures within the compound to meet Motorola's R56 standards. • Conduct one(1)three-point ground resistance test of the site. Should any improvements to grounding system be necessary after ground testing, the cost of such improvements shall be the responsibility of Weld County, CO. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-8 • Supply and install one (1) freestanding 24-inch wide cable/ice bridge from the tower to the shelter(up to 20 linear feet). Tower Work • Construct Buried Mat or drilled pier type tower foundation including excavation, rebar and concrete (not to exceed 144 cubic yards). • Erect one (1) new 300-foot self-supported tower Weld County Will: • Provide EME plans for the site to comply with FCC requirements prior to starting tower work. • 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 Weld County's responsibility. • Pay for all utility connection,pole or line extensions and any easement or usage fees • Review and approve site design drawings within seven (7) calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be required, Weld County shall review and approve the re-submitted plans within seven (7) calendar days from the date of submittal. • 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 • Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. • Secure clear and unencumbered title, Memorandum of Understanding (MOU) or Lease Agreement with the property owner. • Provide approved standardized lease language and negotiation guidelines to assist Motorola in site acquisition. • Provide property deed or lease agreement, and boundary survey, along with existing as-built drawings of the site and site components to Motorola for conducting site engineering. • Provide a right of entry letter from the site owner for Motorola to conduct field investigations. • Provide clear and stable access road to the site for heavy-duty construction vehicles, cement trucks and cranes. Sufficient space must be available at the site for these vehicles to maneuver under their own power, without assistance from other equipment. • Secure power connection to the site, associated permitting and installation of a meter and disconnect within 50 feet of the proposed shelter location. • Provide additional temporary space for the staging the construction equipment during the construction of new site facilities (tower, shelter, generator, fuel tank etc.). Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-9 • Weld County will provide clear access and title to the site for Motorola to work at no additional cost to Motorola. • Motorola will perform a NEPA CatEx Checklist Review only. If further NEPA studies of any type are required, these would be at additional cost to Weld County. Assumptions: • 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. - 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 (except first fill), electrical, Telco) will be borne by Weld County or site owner. • All utility installations shall be coordinated and paid for by the site owner and located at jointly agreed to location within or around the new communications shelter or equipment room. • Site has adequate electrical service for the new shelter and tower. Utility transformer, transformer upgrades, line or pole extensions have not been included. • Pricing has been based on National codes such IBC or BOCA. Local codes or jurisdictional requirements have not been considered in this proposal. • Site is being constructed at a location where hazardous materials are not present. Testing and removal of hazardous materials encountered during site investigations or construction will be the responsibility of Weld County. • 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. • No improvements are required for concrete trucks, drill rigs, shelter delivery, and crane access • If extremely harsh or difficult weather conditions exist that delay the site work for more than a week, Motorola will seek excusable delays rather than risk job site safety. • In the absence of geotechnical test data at the sites, normal soil conditions have been assumed. Normal soil is defined as a cohesive soil with net vertical bearing capacity of 4000 pounds per square inch and an allowable net horizontal pressure of 400 pounds per lineal foot of depth to a maximum of 4000 pounds per square foot. Rock, non-cohesive soils or submerged soils are not considered normal soils • For zoning approvals, a maximum of 60 days will be required from time of submittal with attendance at maximum of two (2) required planning meetings. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-10 • The new tower location will pass the FAA hazard study, zoning, FCC and environmental permitting • The restoration of the site surroundings by fertilizing, seeding and strawing the disturbed areas will be adequate. Additional landscaping or aesthetic improvements (decorative fencing, tree plantings, stealth towers etc.) will not be required. • Tower and foundation sizing is based on the tower loading requirements as a result of the RF Antenna System design and the Microwave Antenna System design (i.e. - dish sizes and locations obtained from paper path studies). If after physical path studies, the dish sizes and locations change, then Motorola will then review the impact to tower structure and foundations and revise applicable costs • If as a result of NEPA studies, any jurisdictional authority should determine that a proposed communications facility "may have a significant environmental impact", the environmental impact studies or field testing and evaluation related to such determination have not been included. • For new towers greater than 200 feet in overall height, medium intensity strobe lighting has been included. Painting or dual lighting of any new towers has not been included. • The site location can be finalized and lease agreement can be reached with the property owner within 60 calendar days after the start of the site acquisition effort. • A waiver to zoning requirements like setbacks, tower height limitations, etc. can be obtained. • The soil resistivity at the site is sufficient to achieve resistance of ten(10) ohms or less. Communications site grounding will be designed and installed per Motorola's Standards and Guidelines for Communications Sites (R56, revision 09/01/2005). • Underground utilities are not present in the construction area, and as such no relocation will be required • Spoils from the tower foundations can be dispersed on the property and will not be required to be transported to a dump location • Foundations for the shelter, generator and fuel tank are based "normal soil" conditions as defined by TIA/EIA 222-F. Footings deeper than 30 inches, raised piers, rock coring, dewatcring or hazardous material removal have not been included Completion Criteria • All(SEW) site development completed, and approved by Weld County. 3.5.2 SEW Site Development Acceptance (Milestone) • All (SEW) site development completed and accepted by Weld County. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-11 3.5.3 Site Development at (SWW Delcameo) Site Site Scope Summary • Engineering Services for site drawings and regulatory approvals - Included • Site Acquisition services - Not included • Zoning and local permitting services - Included • New fenced compound/expansion size—up to 80' x 80' • Clearing type - Light • New power run - 100 feet, Electrical service type: Underground, 200 Amp - 120/240V, single-phase • New shelter size— 12' x 20 'x 9' • New generator size—Kohler 30REOZJC, Type with self contained 113 gallon fuel tank—Outdoor above ground • New tower to be used for antennas - 300 ' self-supported tower • New tower foundation size - Up to 144 yards cubic yard, Type—Drilled Pier or Buried Mat. Foundation Type at this point is undetermined. Wireless Advanced Communications Will: Site Zoning • Coordinate zoning and permitting of the new tower site such that it is in full compliance with applicable jurisdictional requirements. Site Engineering • Prepare site 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 a lease exhibit sketch of the site to communicate to the property owner the proposed lease space and planned development at the particular site location. • Prepare zoning drawings that can be used to describe the proposed site installation in sufficient detail. • Prepare record drawings of the site showing the as-built information • Conduct utility investigation and coordinate with local utility company for power hook up • Perform construction staking around the site to establish reference points for proposed construction • 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 potentially be 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 communications facility "may have a significant environmental impact" and thus Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-12 require additional documentation, submittals or work. Regional Environmental Review (RER) report submittals if required by FEMA have not been included. • Conduct up to 40-foot deep soil boring test at tower location and prepare a geotechnical report of soil conditions at locations of the tower foundation. Grouting of boring holes or access by Automatic Traction Vehicle (ATV) mounted rig is not included. • Conduct construction inspection of foundation steel prior to pour, materials testing of concrete and field density tests of backfill to ensure quality construction. • Check tower erection for plumbness, linearity and alignment after installation. • Perform inspection of the site and the work performed by the Contractor to document that the site is built in accordance with the"Site Plans"and document any deviations or violations. • Research permit requirements (building, utility, construction and FAA permits) for the construction of the proposed site, and determine if the permits are required. If a permit is required, WAC shall obtain the necessary permit forms and complete the necessary information on behalf of Weld County. • Submit the completed application forms to the local jurisdiction and apply for applicable permits. 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 WAC's or Motorola's control will result in additional costs. • Provide light clearing, grubbing and disposal of vegetation and shrub growth in the site compound area and a 20-foot path around it (not to exceed 8100 square feet). • Grade the site compound and ten (10)-foot path around it to provide a level, solid, undisturbed surface for installation of site components (not to exceed 4900 square feet). • Supply and install gravel surfacing to a depth of six (6) inches, underlain with geotextile fabric within the fenced-in site compound area and a three(3)-foot path around it (not to exceed 3136 square feet). • Provide silt fence around the compound to control soil erosion (not to exceed 200 linear feet). • Supply and install eight(8)-foot high chain link fencing with a ten (10)-foot wide gate around the shelter compound (not to exceed 200 linear feet). • Perform site touchup (fertilize, seed and straw) disturbed areas not covered with gravel after completion of construction work. Landscaping, decorative fencing or any other aesthetic improvement that may be required by local jurisdictions has Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-13 not been included and will be handled through a negotiated contract change notice. Site Components Installation • Construct one (1) reinforced concrete foundation necessary for a 12'x 20' x 16' shelter. • Construct one (1) foundation for the Diesel 33 KW generator with reinforcing steel necessary for foundations. • Supply and install one (1) prefabricated concrete shelter 12' x 20' x 16'. • Supply and install fuel tank monitors on the tanks to monitor low fuel in tanks and run alarm wiring to the building located within 50 feet of the tank. • Supply and install one (1) standby power Diesel generator(33 KW) located within 20' of the Automatic Transfer Switch (ATS) including interconnection wiring between the generator, transfer switch, and site electrical service mains. • Supply and install one(1) 120 /240 volt, 200 amp, single-phase meter pedestal and hookup for electrical service by the local utility. • Provide all trenching, conduit, and cabling necessary for underground hookup of power to the shelter from nearby utility termination located within 100 cable feet of the shelter. • Supply and install a grounding system around the shelter tied to the fence and other new metal structures within the compound to meet Motorola's R56 standards. • Conduct one (1) three-point ground resistance test of the site. Should any improvements to grounding system be necessary after ground testing, the cost of such improvements shall be the responsibility of Weld County, CO. • Supply and install one (1) freestanding 24-inch wide cable/ice bridge from the tower to the shelter(up to 20 linear feet). Tower Work • Construct Buried Mat or drilled pier type tower foundation including excavation, rebar and concrete (not to exceed 144 cubic yards). • Erect one (1) new 300-foot self-supported tower Weld County Will: • Provide EME plans for the site to comply with FCC requirements prior to starting tower work. • 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 Weld County's responsibility. • Pay for all utility connection,pole or line extensions and any easement or usage fees • Review and approve site design drawings within seven (7)calendar days of submission by Motorola or its subcontractor(s). Should a re-submission be Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-14 required, Weld County shall review and approve the re-submitted plans within seven (7) calendar days from the date of submittal. • 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 • Provide personnel to observe construction progress and testing of site equipment according to the schedule provided by Motorola. • Secure clear and unencumbered title, Memorandum of Understanding (MOU) or Lease Agreement with the property owner. • Provide approved standardized lease language and negotiation guidelines to assist Motorola in site acquisition. • Provide property deed or lease agreement, and boundary survey, along with existing as-built drawings of the site and site components to Motorola for conducting site engineering. • Provide a right of entry letter from the site owner for Motorola to conduct field investigations. • Provide clear and stable access road to the site for heavy-duty construction vehicles, cement trucks and cranes. Sufficient space must be available at the site for these vehicles to maneuver under their own power, without assistance from other equipment. • Secure power connection to the site, associated permitting and installation of a meter and disconnect within 50 feet of the proposed shelter location. • Provide additional temporary space for the staging the construction equipment during the construction of new site facilities (tower, shelter, generator, fuel tank etc.). • Weld County will provide clear access and title to the site for Motorola to work at no additional cost to Motorola. • Motorola will perform a NEPA CatEx Checklist Review only. If further NEPA studies of any type are required, these would be at additional cost to Weld County. Assumptions: • 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. - 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 (except first fill), electrical, Telco) will be borne by Weld County or site owner. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-15 • All utility installations shall be coordinated and paid for by the site owner and located at jointly agreed to location within or around the new communications shelter or equipment room. • Site has adequate electrical service for the new shelter and tower. Utility transformer, transformer upgrades, line or pole extensions have not been included. • Pricing has been based on National codes such IBC or BOCA. Local codes or jurisdictional requirements have not been considered in this proposal. • Site is being constructed at a location where hazardous materials are not present. Testing and removal of hazardous materials encountered during site investigations or construction will be the responsibility of Weld County. • 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. • No improvements are required for concrete trucks, drill rigs, shelter delivery, and crane access • If extremely harsh or difficult weather conditions exist that delay the site work for more than a week, Motorola will seek excusable delays rather than risk job site safety. • In the absence of geotechnical test data at the sites, normal soil conditions have been assumed. Normal soil is defined as a cohesive soil with net vertical bearing capacity of 4000 pounds per square inch and an allowable net horizontal pressure of 400 pounds per lineal foot of depth to a maximum of 4000 pounds per square foot. Rock, non-cohesive soils or submerged soils are not considered normal soils • For zoning approvals, a maximum of 60 days will be required from time of submittal with attendance at maximum of two (2) required planning meetings. • The new tower location will pass the FAA hazard study, zoning, FCC and environmental permitting • The restoration of the site surroundings by fertilizing, seeding and strawing the disturbed areas will be adequate. Additional landscaping or aesthetic improvements (decorative fencing, tree plantings, stealth towers etc.) will not be required. • Tower and foundation sizing is based on the tower loading requirements as a result of the RF Antenna System design and the Microwave Antenna System design (i.e. - dish sizes and locations obtained from paper path studies). If after physical path studies, the dish sizes and locations change, then Motorola will then review the impact to tower structure and foundations and revise applicable costs • If as a result of NEPA studies, any jurisdictional authority should determine that a proposed communications facility "may have a significant environmental impact", the environmental impact studies or field testing and evaluation related to such determination have not been included. • For new towers greater than 200 feet in overall height, medium intensity strobe lighting has been included. Painting or dual lighting of any new towers has not been included. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-16 • The site location can be finalized and lease agreement can be reached with the property owner within 60 calendar days after the start of the site acquisition effort. • A waiver to zoning requirements like setbacks, tower height limitations, etc. can be obtained. • The soil resistivity at the site is sufficient to achieve resistance of ten (10) ohms or less. Communications site grounding will be designed and installed per Motorola's Standards and Guidelines for Communications Sites (R56, revision 09/01/2005). • Underground utilities are not present in the construction area, and as such no relocation will be required • Spoils from the tower foundations can be dispersed on the property and will not be required to be transported to a dump location • Foundations for the shelter, generator and fuel tank are based "normal soil" conditions as defined by T1A/EIA 222-F. Footings deeper than 30 inches, raised piers, rock coring, dewatering or hazardous material removal have not been included Completion Criteria • All (SWW) site development completed, and approved by Weld County. 3.5.4 SWW Site Development Acceptance (Milestone) • All (SWW) site development completed and accepted by Weld County. 3.6 System Installation 3.6.1 Install Fixed Network Equipment (Microwave) Motorola Responsibilities: • WAC will provide storage location for the MNI/Motorola-provided equipment. • Receive and inventory all equipment. • Install Microwave system equipment as specified by the Equipment List, System Description, and system drawings Interference Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should Weld County system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. Motorola Confidential Restricted Weld County 0 Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-17 • O Street Site: • Two (2) Dish antennas and two (2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Indoor Microwave radios • Path Alignment • Interface to Weld County Network • Removal of abandoned U-Wave • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • 35th Avenue Site: • Two (2) Dish antennas and two(2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Indoor Microwave radios • Path Alignment • Interface to Weld County Network • Removal of abandoned U-Wave • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • SoWest Weld (SWW) Site: • Two (2) Dish antennas and two (2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Split mount radio • Path Alignment • Interface to Weld County Network • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • Tri-Area Tower Site: • Two (2) Dish antennas and two (2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Two (2) each Split Mount radios • Path Alignment • Interface to Weld County Network • Removal of abandoned U-Wave • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • West Water Tank Site: • Two (2) Dish antennas and two (2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Split mount radio • Path Alignment • Interface to Weld County Network • Removal of abandoned U-Wave Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-18 • Install Weld County supplied 4.9 GHz Link, temporarily to accommodate decommissioning of existing 6 GHz Harris Mw, and cut VHF paging circuits to 4.9 GHz Link. • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • SoEast Weld(SEW) Site: • Two (2) Dish antennas and two (2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Split mount radio • Path Alignment • Interface to Weld County Network • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • Lasalle Site: • Two (2) Dish antennas and two (2) Dish mounts • Waveguide systems, cable hangers, hanger Standoffs • Indoor Microwave radios • Path Alignment • Interface to Weld County Network • Removal of abandoned U-Wave • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites • Highway 66 Leased site: • Remove existing antenna system from Monopole • Remove Radio cabinet • Fort St. Vrain Site: • Remove antenna system from Monopole Weld County Responsibilities: • Provide access to the sites, as necessary. • West Water Tank Site: • Provide 4.9 GHz Link equipment to be temporarily installed during decommission of existing 6 GHz Harris equipment. Completion Criteria: • Fixed Microwave Network Equipment installation completed and ready for optimization. 3.6.2 Fixed Microwave Network Equipment Installation Complete • All fixed microwave network equipment installed and accepted by Weld County. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-19 3.6.3 System Installation Acceptance (Milestone) • All microwave equipment installations arc completed and accepted by Weld County. 3.7 System Optimization 3.7.1 Optimize System FNE Motorola Responsibilities: • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Check forward and reflected power for all microwave radio equipment, after connection to the antenna systems, to verify that power is within tolerances. • Motorola and its subcontractors optimize each subsystem. • Check audio and data levels to verify factory settings. • Verify communication interfaces between devices for proper operation. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR/system staging. Weld County Responsibilities: • Provide access/escort to the sites. Completion Criteria: • System FNE Microwave optimization is complete. 3.7.2 Link Verification Motorola Responsibilities: • Perform test to verify site link performance, prior to the interconnection of the Motorola-supplied equipment to the link equipment. Weld County Responsibilities: • N/A Completion Criteria: • Link verification successfully completed. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-20 3.7.3 Optimization Complete • Microwave system optimization is completed. Motorola and Weld County agree that the equipment is ready for acceptance testing. 3.8 Audit and Acceptance Testing 3.8.1 Perform R-56 Audit Motorola Responsibilities: • Perform R-56 site-installation quality-audits at La Salle and 35th Ave Sites, verifying proper physical installation and operational configurations. • Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's R 56 Standards and Guidelines for Communication Sites. Weld County Responsibilities: • Provide access/escort to the sites. • Witness tests, (if desired) Completion Criteria: • All R-56 Standards and Guidelines for Communication Sites audits completed successfully. 3.8.2 Perform Equipment Testing Motorola Responsibilities: • Test individual components of the system to verify compliance to the equipment specifications. • Repeat any failed test(s) once Motorola/MNI (or Weld County) has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package. Weld County Responsibilities: • Witness tests, if desired. Completion Criteria: • Successful completion of equipment testing. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-21 3.8.3 Perform Functional Testing Motorola Responsibilities: • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola/MNI, as contracted. • If any major task as contractually described fails, repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests. • Document the results of the acceptance tests and present to Weld County for review. • Resolve any minor task failures before Final System Acceptance. Weld County Responsibilities: • Witness the functional testing, if desired. Completion Criteria: • Successful completion of the functional testing. • Weld County approval of the functional testing. 3.8.4 System Acceptance Test Procedures (Milestone) • Weld County approves the completion of all the required tests. 3.9 Training 3.9.1 Perform Training Motorola Responsibilities: • Finalize MNI training schedules purchased as part of this project with Weld County Project Manager. • Conduct the training classes as outlined in the Training Plan. Weld County Responsibilities: • Attend training classes. Completion Criteria: • All training classes completed. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-22 3.9.2 Training Complete • All training classes completed. 3.10 Finalize 3.10.1 Cutover Motorola Responsibilities: • Motorola and Weld County finalize a mutually agreed upon cutover plan based upon discussions held during the CDR. • During cutover, follow the written plan and implement the defined contingencies, as required. • Conduct cutover meeting(s) with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. Weld County Responsibilities: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected by the cutover(date and time). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. Completion Criteria: • Successful migration from the old system to the new system. 3.10.2 Resolve Punchlist Motorola Responsibilities: • Work with Weld County to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Weld County Responsibilities: • Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: • All punchlist items resolved and approved by Weld County. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-23 3.10.3 Transition to Service/Project Transition Certificate Motorola Responsibilities: • Review the items necessary for transitioning the project to warranty support and service • Provide a Weld County Support Plan detailing the warranty and post warranty support, if applicable, associated with the Contract equipment. • Provide additional information regarding post warranty support, included in the Warranty/Post Warranty section of this document. Weld County Responsibilities: • Participate in the Transition Service/Project Transition Certificate (PTC)process. Completion Criteria: • All service information has been delivered and approved by Weld County. 3.10.4 Finalize Documentation Motorola Responsibilities: • Provide an electronic as-built system manual on a Compact Disk (CD). The documentation will include the following: • System Level Diagram • Site Block Diagrams • Site Floor Plans • Site Equipment Rack Configurations • Antenna Network Drawings for Sites • ATP Test Checklists • Functional Acceptance Test Plan test sheets and results • Equipment Inventory List • Maintenance Manuals (if applicable) • Technical Service Manuals (if applicable) Drawings are created utilizing AutoCAD design software and will be delivered in Adobe PDF format. All other system manual documents converted from native format to Adobe PDF format to be included on the System Manual CD. Weld County Responsibilities: • Receive and approve all documentation provided by Motorola. Completion Criteria: • All required documentation is provided and approved by Weld County. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-24 3.10.5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from Weld County. 3.11 Project Administration 3.11 .1 Project Status Meetings Motorola Responsibilities: • Motorola Project Manager, or designee, will attend all project status meetings with Weld County, as determined during the CDR. • Record the meeting minutes and supply the report. • The agenda will include the following: • Overall project status compared to the Project Schedule. • Product or service related issues that may affect the Project Schedule. • Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. • Any miscellaneous concerns of either Weld County or Motorola. Weld County Responsibilities: • Attend meetings. • Respond to issues in a timely manner. Completion Criteria: • Completion of the meetings and submission of meeting minutes. 3.11 .2 Progress Milestone Submittal Motorola Responsibilities: • Submit progress (non-payment) milestone completion certificate/documentation. Weld County Responsibilities: • Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: • Weld County approval of the Milestone Completion document(s). Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-25 3.11 .3 Change Order Process CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Statement of Work 3-26 M Section 4. Project Schedule Project Schedule is included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Project Schedule 4-1 a' %— C of — --..— O O. W [ __ - - --- • [ r 8 C 0 •O va 0 O a) • a Q I N N CO I -1 -- -_..___ v- r -----.--- �— O tt 1 t -—- —— N"" I — '-- -- U Y -- ---LID - — -- -- CC O o A ---O-- — —&—. -- N .-.._ �.`. Z o• 1 a C� G I— U ce y7 m W Q O 00 O co d d a Ea E «_ _ hii ca w d ct V 7 n h In L U m d = C0 y O O Q' A Z lic . a o _ m D E E o •,1 00 Er, E y 0 W U O. > o7. G ! V re 0 0 a < O ~ c ,' Ir o d O 4) > H O c U E « « a y a 21 -I G G c d ex E •" o1 m o 0 9 c - % = 'A c W £ 0 V M O W w 0 VN 4-4_ >.2 N Q F LL I i h i l l l_ I 1 1 1 1 1 1 g 0 M Section 5. Acceptance Test Plan Microwave Networks Acceptance Test Plan is included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-1 Micro avE Networks "Your Satisfaction, Is Our Goal" Systems Integration Welcomes © MOTOROLA Factory Acceptance Test Date: TBD Page 1 of 33 M icr � = avG Networks Factory Acceptance Plan PASS/ FAIL/ Configuration Verification / Functional Tests ACCEPT REJECT I System Configuration II Cable & Equipment Labeling III Equipment Inventory IV Antenna System Configuration V Microwave Terminal Configuration (SP & RF) 1.1 Field Path Loss 1.2 TX: RF Power Test 1.3 TX: RF Frequency Test 1.4 TX: RF Fade Test 1.5 TX: ATPC Test 2 RX: RSL/AGC Test 3.1 Proteus AMT M Switching Test- Automatic 3.2 Proteus AMT M Switching Test— Manual 3.3 Proteus AMT M Switching Test - Power Interruption 4.0 DS1 Traffic Routing Test 5.1 SHARP Protection Test-Automatic 5.2 SHARP Protection Test- Manual 6 Microwave Terminal Alarms Test— Minor, Major, Normal 7 Orderwire Functionality Test 8 Microwave Terminal — MOSCAD Interface Test 9 Network Loop 24 Hour BER Test 10 Ethernet Test 11.0 Network Management System (NMS) Test 12.0 Proteus AMT M Configuration Backup Test 12.1 Proteus AMT M Configuration Restore Test Exceptions/Comments: Customer Representative — (PM) Date Microwave Networks, Inc. Representative—(PM) Date Page 2 of 33 M icr �� aVE Networks System Configuration A. Description The system is physically staged for the Factory Acceptance Test (FAT) as it will be installed in Weld County, CO system. All the equipment is powered using the DC power system supporting our Systems Integration test area. Note: All DS1s are configured for B8ZS. Note: All terminals are connected back-to-back through fixed attenuation. Receive Signal Levels (RSL)will be between -30/-50dBm. Note: MNI does not simulate the calculated RSL for each terminal hop. B. Instructions Verify each site is physically present and interconnected per the System Map C. Result The system configuration is consistent with the System Map. Each site is accounted for and is connected to its coordinating sites. Page 3 of 33 Mica:: ave Networks Weld County, CO Microwave System Network Map Page 4 of 33 M icrI - ave Networks II. Cable & Equipment Labeling A. Description Demonstrate all wiring in the system is clearly labeled and dressed into the equipment racks. Each cable is labeled at both ends with the cable function, destination and rack profile identifier. All wiring is documented on the Wiring List (WL). Note: Specific customer labeling requirements are required at least 30 days prior the scheduled FAT. B. Instructions On a sample basis verify wiring and labeling is consistent with system documentation (Wiring List and Block & Level Drawing). C. Result Audited cables are routed per the Wiring List and labeled at both ends with the cable function, destination and rack profile identifier. Page 5 of 33 M icrl - ave Networks Ill. Equipment Inventory A. Description Demonstrate all equipment ordered through Microwave Networks Incorporated is present. Note: At the FAT only integrated equipment and spares are present. "Drop Ship" items such as the antennas and transmission lines are shipped directly to Weld County, CO from our supplier. This step is accomplished by comparing the equipment list with the actual equipment on-site. B. Instructions Verify each line item on the Equipment List is present. C. Result All equipment specified on the Equipment List (EL) is accounted for. For the FAT this excludes all "drop ship" equipment. Page 6 of 33 Micr ave Networks IV. Antenna System Configuration A. Description Note: This Section is not applicable for the FAT Each antenna will be verified for antenna type, azimuth, polarization, centerline, waveguide length, and waveguide type following antenna alignment. This information will be documented on the Terminal Acceptance form in Section 1. B. Instructions Record the antenna type, azimuth, polarization, actual centerline, actual waveguide length and waveguide type used in Section 1 of the Terminal Acceptance form. Compare the recorded data with the FCC Supplemental Showing for the hop being installed. Take Digital photographs of the antenna installation showing antenna mount, polarization, side struts, and waveguide routing /grounding. C. Result Antenna type, azimuth, polarization, centerline, waveguide length, and waveguide type match what is stated on the FCC Supplemental Showing. Note: Measured Antenna Centerline must be +/- 3 feet of Centerline specified on Supplemental Showing. Page 7 of 33 M icr ave Networks V. Microwave Terminal Configuration (SP & RF) A. Description Demonstrate each terminal's SP and RF Part#, Serial #, Software Version, LIM A type and LIM B type match what is recorded on the System Test data sheet. B. Instructions 1. Record the Proteus AMT-M SP part number and serial number shown on the sticker located on the SP Shelf in Section 2 of the Terminal Acceptance form. 2. Record the Proteus AMT-M RF part number and serial number shown on the sticker located on the RF Shelf in Section 2 of the Terminal Acceptance form. 3. Record the LIM type shown on the front of each LIM (the silk screen type printed on the lower right corner) in Section 2 of the Terminal Acceptance data form. 4. Record the Software version for the SP and RF in Section 2 of the Terminal Acceptance form. a. "Log-In"to the respective terminal using the following procedure: i. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" ii. Open the EM2 software and on the initial log-in screen select "Serial" from the pull down and choose the appropriate "COM PORT" that the PC is using. iii. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. b. Go to "Terminal Info" in the menu and select "Inventory ..." this will bring up a screen that includes the software versions. c. Go to "View Full table (System Test data sheet)/Save Info" button at the bottom of this window and it will bring up a detailed inventory of the terminal with all of its active parts. Save the information on this screen to a "text" file and print. C. Result 1. Recorded data: SP and RF Part#, Serial #, Software Version, LIM A type and LIM B type matches that recorded on the System Test Data Sheet. Page 8 of 33 Micr = avE Networks 1.1 Field Path Loss (TX Flange to RX Flange Loss) A. Description To establish a reference "Field Path Loss" which is equal to the "Far End" TX Reference Power Out minus the "Near End" Receive signal Level (RSL) B. Instructions 1. Note: Perform this in conjunction with 1.2 TX: RF Power Test so that Power Meter is only connected once. 2. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select "Serial" from the pull down and choose the appropriate "COM PORT" that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 3. If the Terminal under test is a Hot-Standby or Space-Diversity terminal, position the "On Line" switch on the front of the Switching Shelf to "Primary" on both the Near End and Far End terminals. 4. Adjust the 'Far End" ATPC MAX TX PWR out to achieve a "Near End" AGC voltage equal to a recorded point In the AGC Voltage - RSL table in the Systems Test Data Sheet. Record both the RSL from the AGC curve (measured) and the Indicated RSL in Section 10 of the Terminal Acceptance form. 5. If the Terminal under test is a Hot-Standby or Space-Diversity terminal, position the "On Line" switch on the front of the Switching Shelf to "Secondary" on both the Near End and Far End terminals and repeat Step 4. 6. In the EM2 software go to the "Test" and "RFU Mute" selection and MUTE all the RF portions of the terminal (Factory location only). Set the time to be "0" so it does not UN-Mute. Warning — In the field DO NOT Mute the Far End terminal without setting a time out. You will lose communication to that terminal which can only be un-muted by logging on locally. 7. Remove the mating flange to the RF unit under test and connect an RF transition. Connect the Power Meter to the transition. Warning: Do not to exceed the power rating of the Power Sensor. Use a "high power" sensor capable of+ 33 DBm or use a calibrated attenuator. 8. If the Terminal under test is a Hot-Standby or Space-Diversity terminal, position the "On Line" switch on the front of the Switching Shelf to "Primary" on both the Near End and Far End terminals. Page 9 of 33 Mica::• ave Networks 1.1 Field Path Loss (TX Flange to RX Flange Loss) - (Continued) 9. In the EM2 software, go back to the "Test" and "RFU Mute" screen and set the transmitter connected to the power meter to "On Line". Measure the power and record in Section 13 of the Terminal Acceptance form. Also record the indicated TX PWR OUT. 10. If the Terminal under test is a Hot-Standby or Space-Diversity terminal, position the "On Line" switch on the front of the Switching Shelf to "Secondary" on both the Near End and Far End terminals. 11. Repeat Step 9. 12. In the EM2 software go to the "Test" and "RFU Mute" selection and MUTE all the RF portions of the terminal (Factory location only). Set the time to be "0" so it does not UN-Mute. Warning — In the field DO NOT Mute the Far End terminal without setting a time out. You will lose communication to that terminal which can only be un-muted by logging on locally. 13. Re-Set for the Primary and Secondary ATPC MAX TX PWR Outs to the specified FCC MAX Power level. 14. Re-connect Flange disconnected in Step 7 unless you will perform Step 1.2 next. 15. Calculate the Field Path Loss TX PWR (dBm) minus RSL (dBm) and enter into Section 13 Terminal Acceptance form for both the "measured" values and the"indicated" values. Page 10 of 33 Micre; ave Networks 1.2 TX: RF Power Test C. Description Measurement of TX RF Power Note: For an AMT-M terminal the power output is software configurable not hardware set. There is no "fine tune" adjustment. You set the desired output power using the EM2 software. The Terminal output power is set per the PCN requirements. D. Instructions 1. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select"Serial" from the pull down and choose the appropriate "COM PORT" that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct"Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 2. If the Terminal under test is a Hot-Standby or Space-Diversity terminal, position the "On Line" switch on the front of the Switching Shelf to "Primary" on both the Near End and Far End terminals. 3. In the EM2 software go to the "Test" and "RFU Mute" selection and MUTE all the RF portions of the terminal (Factory location only). Set the time to be "0" so it does not UN-Mute. Warning — In the field DO NOT Mute the Far End terminal unless you set a time out. You will lose communication to that terminal which can only be un-muted by logging on locally. 4. Remove the mating flange to the RF unit under test and connect an RF transition. Connect the Power Meter to the transition. Warning: Do not to exceed the power rating of the Power Sensor. Use a "high power" sensor capable of+ 33 DBm or use a calibrated attenuator. 5. In the EM2 software, go back to the "Test" and "RFU Mute" screen and set the transmitter connected to the power meter to "On Line". Measure the power and record in Section 3 of the Terminal Acceptance form. 6. Mute the transmitter for the Secondary terminal if applicable and repeat steps 2— 5. Repeat steps 2—6 on the Far End terminal. 7. Re-connect flange disconnected in step 4. 8. Un-Mute all RF units. 9. Ensure that the "On Line" switch is set to "Auto" on the Switching Shelf for protected terminals. E. Result 1. Indicated Power(EM2 Screen) ='s measured power +/- 1 dB. Page 11 of 33 MicrS ave Networks 1.3 TX: RF Frequency Test A. Description Measurement of TX frequency B. Instructions 1. Exit out of the EM2 software if logged on and log on to terminal using HyperTerminal. a. Open the HyperTerminal program and set the following parameters: i. Data Bits: 8 ii. Parity: None iii. Stop Bits: 1 iv. No Flow Control v. Baud Rate: 9600 b. Connect the computer to the terminal using the "COMPUTER" port on the front panel. 2. If the Terminal under test is a Hot-Standby or Space-Diversity terminal, position the "On Line" switch on the front of the Switching Shelf to "Primary" on both the Near End and Far End terminals. CAUTION: The Power Output Level at the "On Line" Monitor Port is +5 dBm. If this value is greater than the maximum RF level allowed by the Frequency Counter, use a +20dB 2W Attenuator to attenuate the signal so no damage occurs. 3. Connect a Frequency Counter to the "TX Monitor" port of the terminal under test and follow the steps below to configure the terminal to measure the transmitter frequency: a. In the Command Line Interface (CLI) go to menu item 3 "Test" b. Under the test menu select menu item 6 "Modem RF Test" c. Under Modem RF Test, select option 1 (toggle): Continuous Wave (CW) Test. Note: CW mode removes the modulation from the carrier to allow accurate frequency measurement. d. Measure the frequency of the terminal and record it under Section 3 of the Terminal Acceptance sheet. e. Under Modem RF Test, select option 1 (Toggle):"On Line" to return the terminal back to normal operation. 4. Switch to the Secondary terminal if applicable and repeat step 3. 5. Repeat steps 1 —4 for the Far End terminal 6. Ensure that all of the terminals are returned to "Normal" operation and the Frequency Counter is disconnected. C. Result Measured frequency is ±10 ppm of the indicated frequency on the Supplemental Showing. Page 12 of 33 M icr ave Networks 1.4 TX Fade Test A. Description Measure Receive Signal Level for threshold of 10E-6 by fading the TX RF. A variable attenuator is inserted between the Terminal RF Out and the Transmission Line in order to simulate a fade, i.e. reducing the Receive Signal Level (RSL) at the coordinating receiver. Note: Due to the sophisticated Forward Error Correction Algorithm, there is a very minimal difference between RSL's for10E-6 and 10E-3. There is no specification for 10E-3. B. Instructions 1. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select"Serial" from the pull down and choose the appropriate "COM PORT" that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 2. Connect a DS1 test set to the Near End and Far End terminals and ensure it is running error free before starting the test. 3. In the EM2 software go to the "Test" and "RFU Mute" selection and MUTE all the RF portions of the terminal. Set the time to be "0" so it does not UN-Mute. Warning — In the field DO NOT Mute the Far End terminal unless you set a time out. You will lose communication to that terminal which can only be un-muted by logging on locally. 4. Disconnect the RF connection at the waveguide flange of the terminal and insert a variable attenuator in line with the coordinating terminal. 5. Set the variable attenuator to "0dB" and connect a Power Meter to the "output" of the RF cable that connects to the Receiver under test. 6. In the EM2 software Go back to the "Test" then "RFU Mute" screen and set the terminal to "On Line". 7. In the EM2 software Go back to "Configuration" then "RFU" and click on "ATPC Enable" (toggle). "ATPC Off' will be displayed. 8. Connect a Digital Voltmeter to the AGC port on the coordinating receiver Page 13 of33 Micre a ve Networks 1.4 TX Fade Test (Continued) 9. For the Factory Test determine the "Fixed" Losses. Measure the TX PWR OUT at the flange and note. Measure the Power at the end of the cable which includes the fixed attenuators, splitter for space diversity plus the Variable Attenuator set to 0 dB. Fixed loss = TX PWR out— PWR Out at the end of the cable. Required for step 15. Example: TX PWR OUT (Measured) +29 dBm Variable Attenuator (Set) 0 dB PWR at End of cable(Measured) -36 dBm Fixed Losses 65 dB 10. For the Field Test Measure and record the power to establish a reference RSL with "0dB" attenuation for the variable attenuator. Required for step 16. 11. In the EM2 software go to the "Test" and "RFU Mute" selection and MUTE all the RF portions of the terminal. Set the time to be "0" so it does not UN-Mute. Warning — In the field DO NOT Mute the Far End terminal unless you set a time out. You will lose communication to that terminal which can only be un-muted by logging on locally. 12. Re-connect the cable from transmitting terminal to the receiver under test. 13. In the EM2 software Go back to the "Test" then "RFU Mute" screen and set the terminal to "On Line". 14. Fade the TX by adjusting the variable attenuator(adding attenuation). Add attenuation in 5 dB increments to an RSL of-65 dBm, then continue to slowly increase attenuation until the coordinating receiver has a BER of 10E-6. Note: This is a continuously variable attenuator, not a step attenuator. 15. For the Factory Test Determine the RSL which is equal to the TX PWR OUT plus the Fixed Losses (determined in step 9) + Variable Loss (Variable Attenuator for BER of 10E-6). Example TX PWR OUT (Measured) +29 dBm FIXED Losses (Determined in step 9) -65 dBm Variable Attenuator (Attenuation for BER 10E-6) -34 dBm Threshold -70 dBm Page 14 of 33 Micreave Networks 1.4 TX Fade Test (Continued) 16. For the Field Test, Compare the attenuator reading and AGC voltage at each 5 dB step to the AGC table recorded on the System Form. Record the AGC voltage for a BER of 10E-6 on the Terminal Acceptance form and determine the RSL from the AGC table on the System Test Data sheet and record in Section 4 of the Terminal Acceptance form.(Field Test only) 17. In the EM2 software goes to "Configuration" then "RFU" and click on "ATPC Enable" (toggle). "ATPC On"will be displayed. 18. Leave the attenuator in the path. It is required for following ATPC test. C. Result 1. Measured AGC voltage is +/- .05 of voltage indicated on AGC table (System Test data sheet) 2. RSL at 10E-6 is less than -69.0 dBm 3. Indicated RSL (EM2 Screen) +/- 2 dB of actual. Page 15 of33 M ic rl "rai\ a ve Networks 1.5 TX ATPC Test A. Description Verification of ATPC (Automatic TX Power Control) B. Instructions 1. Confirm you are still logged on the hop you are testing. 2. Go to the EM2 Screen "Terminal Info" with "Link View" checked. This will provide a pictorial representation of the AMT-M terminal. 3. If the Terminal under test is a Hot-Standby or Space-Diversity terminal then switch the "On Line" switch on the front of the Switching Shelf to "Primary" on both the Near End and Far End terminals. 4. Set the "path" attenuator to 0 dB. 5. Note the Power Out 6. Note the RSL (coordinating receiver) =the ATPC set point 7. Record the RSL Set Point in Section 3 of the Terminal Acceptance data sheet 8. Slowly increase the attenuation while monitoring the power level and the RSL. 9. Slowly reduce the attenuation to 0 dB. 10. Repeat steps 3-9 for Secondary transmitter if present. 11. Mute the RF, remove the attenuator and restore the connection 12. Un-Mute the RF and set the "On Line" switch to auto. 13. Confirm Terminal is in 'normal" operation. C. Result 1. As attenuation is increased the power will increase and the RSL will remain constant. 2. When the TX is at maximum allowed power the terminal will display a minor alarm. 3. As the attenuation is reduced the power will decrease, the minor alarm is extinguished. 4. Power Output is equal to that observed in Step 5 above Page 16 of 33 Micra ave Networks 2. RX: RSL/AGC Test A. Description Verify RSL-AGC Table (System Test data sheet) correlation Verify Field RSL equals expected RSL B. Instructions 1. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select "Serial"from the pull down and choose the appropriate "COM PORT"that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 2. If the Terminal under test is a Hot-Standby or Space-Diversity terminal then position the "On Line" switch located on the front of the Switching Shelf to "Primary" on both the Near End and Far End terminals. 3. From the Supplemental Showing find the Calculated RSL reading and record it in the appropriate box of Section 4 of the Terminal Acceptance sheet. 4. Record the RF unit's RX frequency in the appropriate location of Section 4 of the Terminal Acceptance sheet. The frequency can be found on the RF unit's label. 5. Using a Digital Volt Meter measure the AGC voltage for RF unit under test (AGC test point is on front of RF unit). Record the AGC voltage in the appropriate box in Section 4 of the Terminal Acceptance test form. 6. Repeat steps 2—5 for the Secondary terminal if it is a protected terminal and then repeat steps 1 —6 on the Far End terminal. 7. Ensure that all of the terminals are returned to Normal operation and the "On Line" switch located on the Switching Shelf is set back to "AUTO". C. Result 1. Factory Measurement -the Indicated RSL on the EM2 screen ='s the actual RSL +/- 2dB. 2. Factory Measurement—the Indicated RSL on the EM2 screen ='s the interpolated RSL from the AGC table (System Test data sheet) +/- 2 dB 3. Field Measurement—the interpolated RSL from the AGC table (System Test data sheet) ='s the expected RSL from the Supplemental Showing +/- 2 dB 4. Field Measurement—the indicated RSL on the EM2 screen ='s the interpolated RSL from the AGC table (System Test data sheet). Page 17 of 33 Micre; avE Networks 3.1 Proteus AMT M Switching Test—Automatic A. Description Demonstrate a forced switch occurs when an "on-line" Section of the terminal fails resulting in a successful switch to the redundant device. Note: This test only applies to Monitored Hot and Space Diversity configured terminals. B. Instructions 1. Connect a DS1 level test set to the Near End and Far End terminals and ensure it is running error free before starting the test. 2. Verify the connection by injecting an error to each test set. 3. Position the "On Line" switch located on the Switching Shelf to "Primary" on both the Near End and Far End terminals. Once both terminals are locked on the Primary Terminal, position the "On Line" Switch back in the "Auto" position. This is to insure traffic is on the Primary terminal. 4. Simulate a failure by Unscrewing and removing the LIM module from the Primary terminal. 5. Once the DS1 test set has cleared, allow it to run for 10-15 seconds to verify error free operations. 6. Re-install the LIM module into the Primary terminal. 7. Once all alarms have cleared from the terminal, unscrew and remove the LIM Module from the Secondary terminal and the terminal will switch the necessary hardware to re-route the traffic. 8. Once the DS1 test set has cleared, allow it to run for 10-15 seconds to verify error free operations. 9. Repeat steps 4— 8 on the Far End terminal. C. Result 1. Data carried by the Primary terminal switches to the Secondary terminal upon removal of the LIM from the Primary terminal; 2. Data carried by the Secondary terminal switches back to the Primary terminal after the Primary terminal LIM is replaced and the LIM in the secondary terminal is removed. *NOTE* A successful switch is defined as, a switch which reverts data to the redundant component and resumes traffic error free. Typically, switching will not cause a resynchronization of termination equipment, this however, cannot be guaranteed. Page 18 of 33 Micree ave Networks 3.2 Proteus AMT M Switching Test— Manual A. Description Demonstrate a forced switch occurs when the on-line terminal is instructed to switch (via the EM2 software), resulting in a successful switch to the redundant device. Note: This test only applies to Monitored Hot and Space Diversity configured terminals. B. Instructions 1. Connect a DS1 level test set to the Near End and Far End terminals and ensure it is running error free before starting the test. 2. Verify the connection by injecting an error to each test set. 3. Position the "On Line" switch located on the Switching Shelf to "Primary Terminal" on both the Near End and Far End terminals. Once both terminals are locked on the Primary Terminal, position the "On Line "switch back into the "Auto" position. This is to insure traffic is on the Primary terminal. 4. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select "Serial" from the pull down and choose the appropriate "COM PORT"that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 5. Go to the "TEST" menu and choose "TEST PROTECTION STATUS/SWITCHING" a. This screen allows you to call for Online Requests (OLR). At this point the Primary terminal on both sides of the hop should show "IS" and the secondary should show "OOS". b. On the Near End Secondary and Far End Secondary terminals click on the "OLR OFF" button and it will change to "OLR ON" and the color Section will begin to flash indicating a pending change. c. Once all 8 locations are set to "OLR ON" and flashing select "APPLY" and the terminal will start the switching process. d. The LED on the front of the terminal will begin to flash indicating a manual condition is set in the terminal. e. While this is set to "OLR ON"the terminal WILL NOT switch back to the Primary terminal until it is taken out of the "OLR ON" condition. f. Go back and click on all 8 of the buttons to change them to "OLR OFF" and then click "APPLY". g. The terminal will stay on the secondary terminal but will now go back to a normal operating state and now the "IS" will be on the Secondary terminals and the "OOS" will be on the Primary terminals. Page 19 of 33 M icr Y a v e Networks 3.2 Proteus AMT M Switching Test— Manual (Continued) 6. Repeat steps 3-5 for the Secondary terminal. C. Result 1. Data carried by the Primary terminal switches to the Secondary terminal following the Manual Switch command "Apply" in step 5c. 2. Data carried by the Secondary terminal does not switch back to the Primary terminal following the Manual Switch command "Apply" in step 5f. Note: A RXU/DEMOD switch will result in a hitless switch (no errors). A TXU/MOD switch will result in a momentary error burst. Page 20 of 33 M icr ave Networks 3.3 Proteus AMT M Switching Test - Power Interruption A. Description Demonstrate the redundancy of the power supplies provided with the M platform. Note: This test only applies to Monitored Hot and Space Diversity configured terminals. B. Instructions 1. Connect a DS1 level test set to the Near End and Far End terminals and ensure it is running error free before starting the test. 2. Verify the connection by injecting an error to each test set. 3. Position the "On Line" switch located on the Switching Shelf to "Primary Terminal" on both the Near End and Far End terminals. Once both terminals are locked on the Primary Terminal, position the "On Line" switch back in the "Auto" position. This is to insure traffic is on the Primary terminal. 4. Disconnect the power to the Primary terminal to simulate power interruption. 5. The data will be switched to the Secondary terminal and the DS1 test set will clear. 6. Allow the terminal to run on the Secondary for 10-15 seconds to show error free operations and then replace the power to the primary. 7. Once the alarms have cleared on the Primary terminal, disconnect the power to the Secondary terminal. Traffic will switch back to the Primary terminal and resume error free operations. 8. Re-connect Power to the Secondary terminal and verify all alarms have cleared. s. Repeat steps 3-8 on the Far End terminal. C. Result 1. Data carried by the Primary terminal switches to the Secondary terminal following the removal of power from the Primary terminal. 2. Data carried by the Secondary terminal switches back to the Primary terminal following the restoration of Power to the Primary terminal and subsequent removal of power from the Secondary terminal. Page 21 of 33 Micrtwli ave Networks 4.0 DS1 Traffic Routing Test A. Description Demonstrate all DS1 circuits in the network are wired and routed in accordance with the City of Nashville System Channel Plan. Each circuit is routed from its point of origin to its point of destination. The demarcation point at each site provides entry and exit access. The demarcation point is the RJ48 DSX panel(s) at each site. B. Instructions 1. Start with the first DS1 on the Channel Plan. a. Identify from the Channel Plan each DS1's point of origin and point of destination. b. Identify the DSX port the DS1 is connected to at each site. 2. Connect a DS1 test set to the local (point of origin) RJ48 Port and connect a DS1 test set to the Far End (point of destination) RJ48 Port for the DS1 being tested. 3. At the SHARP MUX at the point of origin pull the connection going East to ensure the DS1 s are all routing correctly through the system in the "West" direction 4. Demonstrate connectivity by injecting an error on the near end terminal's test set and ensure the Far End site sees the error. Then have the Far End site send and error and ensure it shows up on the near end site. 5. Allow each DS1 to run for 10-15 seconds error free. 6. Re-insert the East connection and wait for the alarms to clear. 7. Pull the connection going "West". This will insure the DS1's are routed correctly through the system in the "East" direction 8. Demonstrate connectivity by injecting an error on the near end terminal's test set and ensure the Far End site sees the error. Then have the Far End site send an error and ensure it shows up on the near end site. 9. Allow each DS1 to run for 10-15 seconds error free. 10. Re-insert the "West" connection and wait for the alarms to clear. 11. Repeat steps 2 — 10 for each DS1 on the channel plan. C. Result 1. Connectivity of each DS1 (both "East" and "West" directions) is verified by one DS1 test set communicating with the other over the DS1 being tested and running error free for 10-15 seconds. 2. All DS1's within the network are properly routed and fully functional. Page 22 of 33 M icr ave Networks 5.1 SHARP Switching Test -Automatic A. Description Demonstrate a forced switch occurs when an "on-line" Tributary within SHARP fails resulting in a successful switch to the redundant side. B. Instructions 1. Connect a DS1 level test set to the Near End and Far End terminals and ensure it is running error free before starting the test. 2. Verify the connection by injecting an error to each test set. 2.1 Log on to radio terminal under test if you have not already logged on. a. Go to "Configuration" Menu and click on "SPU LIM B SHARP" b. Identify the DS1 under test and make sure Master and Slave show "NoErr" for error free operations. On the "Active" column, find out which side is on-line (M)for Master and (S) for Slave c. Highlight the DS1 under test - If Master (M) is on-line, unplug the 32DS1 SHARP LIM from the Master radio terminal. By losing DS1 signal from Master direction SHARP automatically switches to receive directly from Slave(S) radio terminal. - If Slave(S) is on-line, unplug the 32DS1 SHARP LIM from the Slave(S) radio terminal. By losing DS1 signal from Slave direction SHARP automatically switches to receive directly from Master(M) radio terminal. 2.2 Verify that DS1 traffic has switched from the on-line side to the redundancy without losing traffic. C. Result 1. Connectivity of DS1 is verified by one DS1 test set communicating with the other over the DS1 being tested and running error free for 10-15 seconds. *NOTE* Switching will not cause a resynchronization of termination equipment. Page 23 of 33 ��M icr ave Networks 5.2 SHARP Switching Test- Manual A. Description Demonstrate a forced switch occurs when an "on-line" Tributary within SHARP fails resulting in a successful switch to the redundant side. B. Instructions 2. Connect a DS1 level test set to the Near End and Far End terminals and ensure it is running error free before starting the test. 2. Verify the connection by injecting an error to each test set. b. Log on to radio terminal under test if you have not already logged on. Go to "Configuration" Menu and click on "SPU LIM B SHARP" ii. Identify the DS1 under test and make sure Master and Slave show"NoErr"for error free operations. On the "Active" column, find out which side is on-line (M) for Master and (S)for Slave. ii. Highlight the DS1 under test and click on "Edit" button. - If Master (M) is on-line, under"Manual Switching" drop down menu select"Force Slave" and click on "Apply". - If Slaver(S) is on-line, under"Manual Switching" drop down menu select "Force Master" and click on "Apply". c. Verify that DS1 traffic has switched from the on-line side to the redundancy without losing traffic. C. Result 1. Connectivity of DS1 is verified by one DS1 test set communicating with the other over the DS1 being tested and running error free for 10-15 seconds. *NOTE* Switching will not cause a resynchronization of termination equipment. Page 24 of 33 M icr ave Networks 6. Microwave Terminal Alarms Test— Minor, Major A. Description Demonstrate that both the EM2 software and the external LED's display Minor and Major alarms B. Instructions Begin by ensuring that no alarms exist on the terminal to be tested. If any alarms are present troubleshoot those alarms and then continue with the test. 1. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select "Serial"from the pull down and choose the appropriate "COM PORT" that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 2. Go to the "Status" and then "Link Alarms" screen. This will show the presence of alarms for all terminals on the hop being tested. 3. On protected terminals pull the NMS interconnect cable and a MINOR alarm LED will show. With Non-protected terminals a MINOR alarm can be caused by pulling an equipped DS1 connection from the LIM card. 4. Return the cables to the normal operating position and all alarms should clear except the Severity Section of the Link Alarm screen. It holds the color of the highest alarm until reset. Also the "Latched" alarms will show on the main screen as a blue indicator until latched alarms are reset. 5. Once all the alarms have cleared click on the "RESET" button to get back to a green indicator. 6. Now a Major alarm is to be tested by pulling the LIM card from the chassis and monitor both the external LED and the internal Link Alarm screen. 7. Return the LIM to the normal operating position and watch to ensure that all alarms clear. 8. Reset the Latched alarms once all alarms are clear. 9. Repeat steps 2-8 for the Far End terminal. Page 25 of 33 M icr ave Networks 6. Microwave Terminal Alarms Test— Minor, Major (Continued) C. Result 1. When a minor alarm is caused it is visible on the"Link" screen and the "Minor" alarm LED illuminates. 2. When a major alarm is caused it is visible on the"Link" screen and the "Major" alarm LED illuminates. 3. Latched alarms remain until manually reset. 4. "Latched Alarm" reset clears latched alarms. Note: All alarm indications come on as explained and clear up after everything is replaced and normal operations are resumed. Latched alarms have to be manually reset as they are an indication feature on this system. Page 26 of 33 Micro ave Networks 7. Orderwire Functionality Test A. Description Demonstrate the functionality of the Orderwire. Each site is equipped with an Orderwire which has unique three digit ring address assigned to it. An "All Call"function is used to alert all sites. The Orderwire channel is a full duplex party line circuit. B. Instructions 1. Identify a Local and Remote site. 2. Identify which terminal at each site is equipped with the Orderwire. 3. From the provided Orderwire Address list identify the address for the remote site to be called. 4. Dial the 3 digit code plus the # key. 5. The technician at the Far End site will answer the ringing handset (go off hook) and the two technicians can communicate over the Orderwire system. 6. After both technicians hang up (go on hook)the technician at the Far End site dials the three digit code plus the # key of the Near End site. 7. The technician at the near end will answer the ringing handset (go off hook) and the two technicians can communicate over the Orderwire. 8. Both technicians will then hang up again (go on hook) 9. The technician at the Near End site will go off hook and perform and "ALL CALL" by pressing the * key. 10. All of the other handsets on the network will ring and any Far End site handset can be answered and communication verified. 11. Repeat steps 1-10 for each site in the network in the system. C. Result 1. Each site can call every other site in the network by dialing the 3 digit code plus the # key. 2. The Speech from any site will be heard at every other site 3. Pressing the * key on any handset will cause every site to ring. Page 27 of 33 Mica ave Networks 8. Microwave Terminal - MOSCAD Interface Test A. Description Demonstrate the terminal communicates with the MOSCAD RTU test fixture via MNI supplied cables. B. Test Instructions 1. Randomly select a terminal link to test the data channel and the modem port. 2. Connect the MOSCAD RTU test fixture to each terminal of the hop under test. 3. Send a TX signal from the Near End terminal MOSCAD RTU 4. Send a TX signal from the Far End terminal MOSCAD RTU C. Test Result Receiving MOSCAD RTU acknowledges transmitted signal by reporting 3 data bursts. Page 28 of 33 M icr4-1,-.44,.., ave Networks 9. Network Loop 24 Hour BER Test A. Description Demonstrate that the loop's operates error free for 12 hours in the "clockwise" direction for twelve (12) hours and then the "counter-clockwise" direction for twelve (12) hours. B. Instructions 1. Select a DS1 that goes around the loop from the Prime site and to any remote site within the loop. 2. Connect a DS1 test set at the Prime site and the remote site and verify continuity. 3. Configure the SHARP to transport traffic in the "clockwise" direction" by using the manual-forced switching capability under the SPU SHARP LIM B menu. 4. Verify the DS1 test set is "Green" and commence the BER test. 5. Record BER Result after the 12 hour test. 6. Re-configure the SHARP to transport traffic in the "counter-clockwise direction" by using the manual-forced switching capability under the SPU SHARP LIM B menu. 7. Verify the DS1 test set is "Green" and commence the BER test. 8. Record BER Result after the 12 hour test. 9. Record BER Result after the 12 hour test. 10. Normalize all the connections. C. Result Each 12 hour BER test is error free. Page 29 of 33 Mi c r a ve Networks 10. Ethernet Test A. Description Demonstrates Ethernet connectivity around the system. Note: All the Ethernet ports of the radio will be bridged; the interconnection can be verified along any of the network radio terminals. B. Instructions 1. Connect an Ethernet test set into the Gigabit port on the Microbus LIM at any site 2. Verify connectivity to all sites C. Result The Ethernet connectivity is verified for all sites. Page 30 of 33 M i c r ave Networks 11. Network Management System (NMS) Test A. Description Demonstrate the functionality of the Network Management System (NMS)with regard to the microwave terminal. B. Instructions 1. Open the NMS software and view the main site map. 2. Double click on a network element icon on the right hand side of the screen which will open the site and show the terminal icons. 3. Double click on a selected terminal icon which will launch the EM2 software so that individual terminal manipulation can be done. 4. Exit the EM2 software and browse the NMS sites and select another terminal and log in by double clicking on the icon. 5. Alarm reporting a. While viewing the Icon and alarm log location of the NMS remove a cable or LIM from a terminal and observe the "alarm" screen for the reported alarm, icon changes color. b. Re-install the removed cable or LIM and view the "alarm" screen to see that the alarm clears and the icon returns to a green color. c. Note: the "Current" logs are shown on the main screen of the NMS. d. Note: Alarms are also recorded in History, open the "History" tab to view e. Clear all alarms f. Once all alarms are clear the "Current" alarms should be clear also and normal operations can resume. C. Result 1. NMS displays icons for each site in the network 2. Each site can be accessed by double clicking the site icon. 3. The NMS accesses the EM2 software; thus, allowing the user to perform the required function that can be done via the EM2 software. 4. The "Active" alarm screen displays the correct alarm at the correct site only when present. 5. The "History" alarm screen will display all alarms that have occurred until reset. Page 31 of 33 M !it ave Networks 12. Proteus AMT M Configuration Backup Test A. Description This test demonstrates the ability to backup a terminal's settings so that they can be restored later if needed. B. Instructions 1. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select"Serial" from the pull down and choose the appropriate "COM PORT" that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. 2. Go to "FILE" then "BACKUP CONFIGURATION ..." 3. A backup menu comes up with some customizable choices. Select the "BACKUP FILENAME" and "BACKUP TYPE" 4. Choose a terminal to be "backed up" by putting a green checkmark next to them in the "BACKUP LOCATIONS" Section. For each green checkmark the Back-up procedure will restore that terminal when the restore process is implemented. 5. Once terminal selections are made, click on the "BACKUP" button and a status bar will show the progress of the backup. 6. A"completed" status message will pop up, click OK to continue. 7. This completes the Backup of the terminal or terminals on that hop. Check the Windows location where the file was stored to ensure it has been saved to the computer correctly. C. Result The terminal completes the backup without any errors and the file is properly stored in the designated location. Page 32 of 33 M icre ave Networks 12.1 Proteus AMT M Configuration Restore Test A. Description This test demonstrates the ability to backup a terminal's settings so that they can be restored later if needed. B. Instructions 1. Log on to the Terminal under test if you have not already logged on. a. Connect a PC with the EM2 software installed via the serial connector on the front of the terminal labeled "COMPUTER" b. Open the EM2 software and on the initial log-in screen select"Serial" from the pull down and choose the appropriate "COM PORT" that the PC is using. c. Enter the username: "Admin" (note this cannot be changed) enter the password. The default password is "password" which can be changed). Once the correct "Admin" and "User Password" is entered you will be "logged on" and the displayed terminal icons will go from gray to blue to indicate communication with the terminal under test. C. 1. Go to the "CONFIGURATION" then "SYSTEM" menu and change the "TERMINAL NAME"for the Primary terminal to the word "TEST" and click the "APPLY" button and then the "OK" button. 2. Go to "FILE" then "RESTORE CONFIGURATION ..." 3. A restore menu comes up with some customizable choices. Select the "RESTORE FILENAME" and choose what terminal to restore to. 4. For every green checkmark it will restore when the restore is started. 5. There are a few "RESTORE OPTIOINS" that can be selected. Choose those as needed. 6. Once those selections are made click on the "RESTORE" button. 7. A confirmation message will appear and ask you to ensure you want to overwrite the values in the terminal. Click "YES" and the status bar will show up. 8. A completed status message will pop up, click OK to continue. 9. This completes the restore of the terminal or terminals on that hop. Check the "CONFIGURATION" then "SYSTEM" menu and see the "TERMINAL NAME" for the Primary terminal has been restored back to the original name. D. Result The terminal completes the restore process without any errors and the name of the terminal is changed back to how it was when the backup was taken. Page 33 of 33 M Section 6. Training Plan Microwave Networks training course outlines are included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Training Plan 6-1 MNI Proteus Microwave Radio Course General: The objectives of this course is to provide the technician with the necessary knowledge and skills required to install,maintain,troubleshoot,repair and align the Proteus Microwave Radio.Equal time is divided between theory and actual alignment and troubleshooting experience. Prerequisites: A working knowledge of Electronics,FM Theory,Basic Logic Circuits and Digital Electronics would be helpful,but an introduction to Microwave Radios is included at the beginning of the course. Course Duration: 5 Days-9:00A.M. To 4:00 P.M. Course Content: I. Digital Microwave System Overview I. Radio Basics 2. Propagation 3. Frequency Planning 4. Link Engineering 5. Antennas 6. Technical Parameters 7. System Engineering 8. Digital Microwave Systems 9. Performance 10. Protection and Diversity 11. Modulation 11. Proteus Microwave Radio 1. Radio Description A. Signal Processing Unit(SPU) (I) Chassis (2) SPU Circuit Boards (3) SPU Front Panel (4) Power Supply Module (5) Line Interface Modules B. RF Unit (1) RF Unit (2) Antennas (3) Connectors C. Redundancy Switch Unit(RSU) (1) Front Panel Features (2) Line Switching Modules D. Interconnect Cables (1) SPU to RSU rjsiu . Networks (2) SPU to RFU 2. Operation A. Simplified Radio Block Diagrams (I) Basic Diagram (2) Line Interface (3) Signal Multiplexing (4) Service Channels (5) Management Channels B. Modulation and Coding (1) QPSK (2) QAM (3) TCM C. IF Conversion and Multiplexing D. RF Conversion 3. Protection Switching A. Hot-Standby (Protected)Configuration B. Reverse Channel Switching C. Space Diversity Switching 4. Guaranteed Specifications A. Specification Sheets B. Reliability (I) Switchover: Transmit and Receive (2) Automatic Power Control(APC) (3) 7/1 Receiver Splitter (4) Forward Error Correction(FEC) C. Flexibility (I) Change of Protection (2) Change of Frequency (3) Upgrade of Capacity 5. Installation A. Cautions (I) Location (2) Environment (3) Grounding B. Hands-on (I) Assembling and installing the Cable(SPU to RFU) (2) Mounting the SPU (a) Connecting Power (b) Connecting Tributaries (c) Connecting Network Management (d) Connecting Auxiliary Interfaces (3) Installing the Redundancy Switch Unit(RSU) Micrivave Networks (a) Mounting the RSU (b) Interconnecting the SPU and RSU (c) Connecting Tributaries (4) Installing the RFU (a) Mounting Assembly (b) Antenna (c) RF Unit (d) Coaxial Cable or Elliptical Waveguide 6. Radio Management A. Interfaces (1) RS232-serial connection (2) MODEM-serial connection using point-to-point protocol (3) NMS-RJ-45 Ethernet Interface for SNMP B. SNMP (I) SNMP Management Application (2) Management Information Base(MIB) (3) Routing Information Protocol (RIP) (4) Installing the MIB C. IP Addressing (1) Basics on Binary (2) IP Structure (3) Subnetting D. Element Manager (I) Linkview Graphics (2) Key Features (3) System Requirements (4) Basic Operation (a) Polling (b) Alarms (c) EM Menus E. Craft Terminal and Command Line Interface(CTI) (1) Character Based (2) Menus 7. Commissioning A. Powering B. RFU Alignment C. Configuring (I) RFU (a) Setting TX and RX Frequency (b) Setting TX Power Output (2) SPU (a) Setting Capacity (b) Setting Tributaries (3) RSU Micrca uave Networks D. Verifying Operation 8. Maintenance A. SPU Components (1) Replacing LIMs (2) Replacing Power Supply and Fuse (3) Upgrading Radio Payload Configuration and Capacity (4) Updating Firmware B. RF Unit C. PM's (1) Monthly (2) Semi-annual (3) Annual D. Troubleshooting 9. Summary MicravE Networks M Section 7. Warranty and Maintenances Plan Motorola has over 75 years of experience supporting mission critical communications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals, backed by proven processes, tools, and continuous training. THE MOTOROLA SERVICE DELIVERY TEAM Customer Support Manager Your Motorola Customer Support Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Customer Support Manager(CSM) Motorola has proven experience to deliver is responsible to oversee the execution mission critical network support of the Warranty and Service Agreement - Extensive Experience—Motorola has over and ensure that Motorola meets its 70 years of experience supporting mission response and restoration cycle time critical communications and the Public commitments. The CSM will supervise Safety community. and manage the Motorola Authorized - Capacity to Respond—Motorola's network of local service centers, repair depots, Servicer's functions. system support center and parts support enable Motorola to provide quick and Motorola System Technologists effective service delivery. - Flexibility and Scalability—Motorola's The Motorola System Technologists Support Plans are customized to meet (ST) arc available to assist Motorola's individual Customer needs. Authorized Servicers when needed for Skills and Process—Motorola uses a well- established, structured, and disciplined network health and operations. approach to provide service delivery. Motorola's team of well-trained and Motorola System Support Center committed people understands the communications technology business. Located in Schaumburg, Illinois, the System Support Center(SSC) is a key component to the overall management and Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenances Plan 7-1 system maintenance. As detailed in this Customer Support Plan, the following services are provided by the System Support Center: • Network Monitoring • Dispatch Service • Infrastructure Repair with Advanced Replacement • Technical Support Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians. They provide rapid response, repair, restoration, installations, removals, programming, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. Motorola places great emphasis on ensuring that communications systems, such as the one proposed for Weld County,meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post-warranty services as outlined in this section. 7.1 Warranty Services Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. In addition to the Standard Commercial Warranty, the service products that comprise the Custom Warranty package are listed below along with a brief description. 7.1 .1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 oBWarranty and Maintenances Plan 7-2 7.1 .2 OnSite Infrastructure Response Motorola OnSite Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. 7.1 .3 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment • Remove dust and foreign substances • Clean filters • Measure, record, align and adjust equipment to meet original manufacturer's specifications This service is performed based on a schedule agreed upon between you and Motorola. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 7.1 .4 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola-manufactured equipment, as well as equipment from third-party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of-the-art, industry-standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our 1SO9001 and TL9000- certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 0BWarranty and Maintenances Plan 7-3 7.1 .5 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center(SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Support service translates into measurable, customer-specific metrics for assured network performance and system availability. 7.2 Post Warranty Services (Year 2 thru 5) 7.2.1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved, the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. 7.2.2 OnSite Infrastructure Response Motorola OnSite Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenances Plan 7-4 7.2.3 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment • Remove dust and foreign substances • Clean filters • Measure, record, align and adjust equipment to meet original manufacturer's specifications This service is performed based on a schedule agreed upon between you and Motorola. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 7.2.4 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola-manufactured equipment, as well as equipment from third-party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of-the-art, industry-standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our ISO9001 and TL9000- certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 7.2.5 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center (SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenances Plan 7-5 Support service translates into measurable, customer-specific metrics for assured network performance and system availability. 7.3 Summary Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your communications network. Motorola's goal is to provide Weld County with the qualified resources, to maintain and improve system operation and availability, and to deliver world class service support. Motorola Confidential Restricted Weld County © Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenances Plan 7-6 M Section 8. Pricing Summary Motorola's pricing is based on the equipment and services defined for the Weld County Microwave Network. The Statement of Work (SOW) describes the work to be performed for the installation, optimization, and testing of the system. The System Description defines the site equipment to be provided. System Pricing—Microwave Network Seven (7) Site Mw equipment $838,132.00 Systems Implementation Services includes Project Management, System Engineering, Staging at MNI facility in Texas, Installation, Optimization of Microwave system, System Administration Training and Site Civil Work for new building and new tower at 2 Sites $1,984,313.00 Total Price $2,822,445.00 2 thru 5 Year Extended Services—Microwave Network 2n°Year Services $38,828.00 3rd Year Services $41,158.00 4th Year Services $42,281.00 5`h Year Services $44,677.00 Total 2 thur 5 years Extended Services $166,944.00 Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Pricing Summary 8-1 M Section 9. Terms and Conditions Terms and Conditions are included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Microwave Network subject to the restrictions on the title page August 30,2011 Terms and Conditions 9-1 Communications System Agreement Motorola Solutions, Inc. ("Motorola") and ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the"Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C-1 "System Description" dated C-2 "Equipment List" dated C-3 "Statement of Work"dated C-4 "Acceptance Test Plan" or"ATP"dated C-5 "Performance Schedule"dated Exhibit D Service Statement(s)of Work and"Service Terms and Conditions" (if applicable) Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials" means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. 2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2.7. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non-Motorola Software" means Software that another party owns. 2.12. "Open Source Software" (also called "freeware"or"shareware") means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. 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 Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary Motorola.CSA.FINAL.12.31.10.revision.doc 2 Motorola Contract No. terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty (20) days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at http://www.motorola.com/businessandgovernment/and the MOL telephone number is (800)814-0601. 3.5. MAINTENANCE SERVICE. 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 Statement of Work set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1)year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, Motorola.CSA.FINAL.12.31.io.revision.doc 3 Motorola Contract No. payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is$ . If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: The address which is the ultimate destination where the Equipment will be delivered to Customer is: The Equipment will be shipped to the Customer at the following address (insert if this information is known): Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space: air conditioning and other environmental conditions; adequate and appropriate electrical Motorola.CSA.FINAL.12.31.10.revision.doc 4 Motorola Contract No. power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever Motorola.CSA.FINAL.12.31.10.revision.doc 5 Motorola Contract No. occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii)normal or customary wear and tear, 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS Motorola.CSA.FINAL.12.31.10.revision.doc 6 Motorola Contract No. 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors) delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10)days from the Notice of Dispute, the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. 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 a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days Motorola.CSA.FINAL.12.31.10.revision.doc 7 Motorola Contract No. 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 Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, 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 Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer 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. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. 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 ("Motorola Product") directly infringes a United States patent or copyright ("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. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer 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 Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. 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 Motorola.CSA.FINAL.12.31.10.revision.doc 8 Motorola Contract No. or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer'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 Customer 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 Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer 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 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1)year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola Motorola.CSA.FINAL.12.31.10.revision.doc 9 Motorola Contract No. does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be 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. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. Motorola.CSA.FINAL.12.31.10.revision.doc 10 Motorola Contract No. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Customer: Attn: Law Department Attn: 1301 East Algonquin Rd. Schaumburg, IL 60196 fax: 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer 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 Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Customer By: By: Name: Name: Title: Title: Date: Date: Motorola.CSA.FINAL.12.31.10.revision.doc 11 Motorola Contract No. Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, 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. 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 Motorola.CSA.FINAL.12.31.10.revision.doc 12 Motorola Contract No. 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, (Hi) 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; (H) modify, adapt, create derivative works of, or merge the Software; (Hi) 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 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 information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Motorola.CSA.FINAL.12.31.10.revision.doc 13 Motorola Contract No. 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 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 Motorola.CSA.FINAL.12.31.10.revision.doc 14 Motorola Contract No. FLASHport®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)(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. 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 The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Motorola.CSA.FINAL.12.31.10.revision.doc 15 Motorola Contract No. 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 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. Motorola.CSA.FINAL.12.31.10.revision.doc 16 Motorola Contract No. Exhibit B Payment Schedule Except for a payment that is due on the Effective date, Customer will make payments to Motorola Solutions within twenty (20)days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 1. 30%due upon contract execution; 2. 40%of the Contract Price upon shipment of equipment; 3. 20%of the Contract Price upon completion of installation; 4. 10%of the Contract Price upon final acceptance; Motorola Solutions reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola Solutions reserves the right to invoice for installations or civil work completed on a site-by-site basis, when applicable. Motorola.CSA.FINAL.12.31.10.revision.doc 17 Motorola Contract No. Exhibit E System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Motorola.CSA.FINAL.12.31.10.revision.doc 18 Motorola Contract No. MOTOROLA SOLUTIONS Motorola Solutions,Inc. 7237 Church Ranch Blvd Suit^=0J Wesctinstar,CO 30021 August 30, 2011 Captain Mike Savage Greeley Police Department Greeley-Weld County Communications 2875 10thStreet Greeley, CO 80634 RE: 3-Site Simulcast System &DTR Site Attention Captain Mike Savage: Motorola Solutions Inc., ("Motorola")is pleased to have the opportunity to provide Greeley- Weld County Communications 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 provides: O 3-Site Simulcast System and DTR Site at SE Weld County location O Project Management,Engineering, Installation and Documentation included. This proposal is subject to the terms and conditions in the enclosed Communications System Agreement(CSA),together with its Exhibits and shall remain valid for a period of 90 days from the date of this cover letter. Motorola would be pleased to address any concerns the County may have regarding the proposal. Any questions can be directed to Ron A. Painchaud, Senior Account Manager, at 970-218-3345. We thank you for the opportunity to furnish Greeley-Weld County Communications with our communications 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, MOTO LA SOLD ,11‘1C. Larry bry MSSS ice President&Director Sales Proposal for Weld County Simulcast August 30, 2011 mot.,. r, ,t4. 4,,. ag N �� Qa rziatIr .3.dad�4� 4Ly:r Y� � �w✓ yy X CC ,t3.141"44, n 9% Data Restrictions This proposal is considered Motorola Solutions,Inc.confidential and restricted.The proposal is submitte. th the restriction ,. :* used for evaluation purposes only,and is not to be disclosed publicly or in any manner to anyone other than those employe d County required to evaluate this proposal without the express permission of Motorola Solutions,Inc.MOTOROLA Solutio r..the Stylized M Logo are registered in the U.S.Patent&Trademark Office.All other product or service names are the propert f' espective owners.©Motorola Solutions,Inc.2009 7237 Church Ranch Blvd Suite 406,Westminster CO 80021 A^ Table of Contents SECTION 1. SYSTEM DESCRIPTION 1-1 1.1 INTRODUCTION 1_1 1.2 WELD COUNTY SYSTEM CONFIGURATION 1-1 1.2.1 Simulcast Overview 1-2 1.2.2 Power 1-4 1.2.3 Link Requirements 1_4 1.2.4 Frequencies 1.4 1.2.5 Coverage 1.4 1.2.6 ASTRO 25 IP Simulcast Prime Site with Co-Located Remote Site Diagram 1-4 SECTION IA. SYSTEM DIAGRAM 1-1 SECTION 2. EQUIPMENT LIST 2-1 SECTION 3. STATEMENT OF WORK 3-1 3.1 CONTRACT 3-1 3.1.1 Contract Award(Milestone) 3-1 3.1.1 Contract Administration 3.1 3.1.2 Project Kickoff 3-1 3.2 CONTRACT DESIGN REVIEW(CDR) 3-2 3.2.1 Review Contract Design 3.2 3.2.2 Design Approval(Milestone) 3-4 3.3 ORDER PROCESSING 3-4 3.3.1 Process Equipment list 3-4 3.4 MANUFACTURING AND STAGING 3-5 3.4.1 Manufacture Motorola Fixed Network Equipment 3-5 3.4.2 Manufacture Non-Motorola Equipment 3-5 3.4.3 Develop Fleetmap 3.5 3.4.4 Develop Templates 3-6 3.4.5 Ship to Staging(Milestone) 3-7 3.4.6 Stage System 3-7 3.4.7 Perform Staging Acceptance Test Procedure 3-8 3.4.8 Ship Equipment to Field 3-8 3.4.9 CCSI Ship Acceptance(Milestone) 3-8 3.5 CIVIL WORK FOR WELD COUNTY PROVIDED FACILITIES 3-8 3.6 SYSTEM INSTALLATION 3-10 3.6.1 Install Fixed Network Equipment 3-10 3.6.2 Fixed Network Equipment Installation Complete 3-11 Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Table of Contents 1 3.6.3 System Installation Acceptance(Milestone) 3-11 3.7 SYSTEM OPTIMIZATION 3-11 3.7.1 Optimize System FNE 3-11 3.7.2 Link Verification 3-11 3.7.3 Optimization Complete 3-12 3.8 TRAINING 3-12 3.8.1 Perform Training 3-12 3.9 AUDIT AND ACCEPTANCE TESTING 3-12 3.9.1 Perform R-56 Audit 3-12 3.9.2 Perform Equipment Testing 3-13 3.9.3 Perform Functional Testing 3-13 3.9.4 System Acceptance Test Procedures(Milestone) 3-13 3.10 SUBSCRIBER PROGRAMMING 3-14 3.10.1 Program Mobiles and Portables 3-14 3.10.2 Subscribers Programming Acceptance(Milestone) 3-14 3.1I FINALIZE 3-15 3.11.1 Cutover 3-15 3.11.2 Resolve Punchlist 3-15 3.11.3 Transition to Service/Project Transition Certificate 3-16 3.11.4 Finalize Documentation 3-16 3.11.5 Final Acceptance(Milestone) 3-17 3.12 PROJECT ADMINISTRATION 3-17 3.12.1 Project Status Meetings 3-17 3.12.2 Progress Milestone Submittal 3-17 3.12.3 Change Order Process 3-18 SECTION 4. PROJECT SCHEDULE 4-1 SECTION 5. ACCEPTANCE TEST PLAN 5-1 SECTION 6. WARRANTY AND MAINTENANCE PLAN 6-1 6.1 WARRANTY SERVICES 6-2 6.1.1 Dispatch Service 6-2 6.1.2 Network Monitoring Service 6-3 6.1.3 OnSite Infrastructure Response 6-3 6.1.4 Network Preventative Maintenance 6-4 6.1.5 Infrastructure Repair 6-4 6.1.6 Technical Support Service 6-4 6.2 POST WARRANTY SERVICES(YEAR 2 THRU 5) 6-5 6.2.1 Dispatch Service 6-5 6.2.2 Network Monitoring Service 6-5 6.2.3 OnSite Infrastructure Response 6-6 6.2.4 Network Preventative Maintenance 6-6 6.2.5 Infrastructure Repair 6-6 6.2.6 Technical Support Service 6-7 6.3 SUMMARY 6-7 SECTION 7. PRICING SUMMARY 7-1 SECTION 8. TERMS AND CONDITIONS 8-1 Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Table of Contents 2 M Section 1 . System Description 1 . 1 Introduction Motorola is proposing an APCO Project 25 compliant digital trunked simulcast cell for Weld County. As an add-on to the Colorado Digital Trunked Radio (DTR) system, Motorola is providing a proposal to add a three site, 12 channel, 800 MHz ASTRO®25 IP based simulcast cell and a 6 channel 700 MHz ISR repeater site at Prospect Valley ASTRO 25 is Motorola's fully digital, Project 25 compliant trunked two-way radio system. Motorola's ASTRO 25 system design provides a high level of reliability: full featured trunking with simulcast repeater sites, redundant equipment, and a comprehensive diagnostic network. As public safety user requirements evolve, it is essential that the selected system solution is scalable and supports a migration to advanced applications. Motorola's proposed ASTRO 25 Simulcast Cell operated on the 800 MHz frequency band and supports Integrated Voice and Data (IV&D) applications. 1 .2 Weld County System Configuration The proposed radio system is comprised of system elements described as the simulcast prime Site and the simulcast remote sites. The simulcast cell will interface into the DTR network, which is not described here. The integration of these elements into an ASTRO 25 system contributes to an operation that provides a high degree of flexibility, features and operational utility. The Weld County Simulcast Cell will connect into Zone 3 of the DTR system. The DTR Zone 3 Master Site is located in Fort Collins. The proposed system includes 1 prime simulcast site and 3 remote simulcast sites, each with 12 channels and a 6 channel 700 MHz ISR repeater site located at Prospect Valley. The Simulcast Prime site and a co-located remote site ("35th Ave.")are located together. The other remote sites will be "O" St. and Greeley West. The remote sites and ISR site will be linked to the Prime site as detailed in the Link Requirements section of this document. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 System Description 1-1 1 .2.1 Simulcast Overview A simulcast radio system provides continuous coverage over a large geographic region using a single set of frequencies. Simulcast stands for SIMULtaneous broadCAST of identical information on the same carrier frequency from multiple, geographically separated sites. One of the important benefits of a simulcast solution is to extend a system's RF coverage, especially in areas where available frequencies are scarce. Simulcast technology also provides for better in-building coverage. Motorola's ASTRO 25 digital simulcast combines various state-of-the-art technologies yielding superb results in audio quality and site overlap performance. An ASTRO 25 simulcast system provides more reliable communications as the composite simulcast signal from multiple sites helps to improve coverage in weak signal areas. The Simulcast Prime site acts as a control and digitized audio center for the simulcast subsystem. Control and digitized audio over IP terminates at this site from the master site. Control and audio is routed from the prime site to each simulcast remote site. The simulcast remote sites are configured with identical channels. A simulcast subsystem appears to the ASTRO 25 Master Site as a single remote site, regardless of how many sites are in an individual simulcast system. 1 .2.1 .1 Simulcast Prime Site The simulcast prime site will be located at a site to be determined. The prime site equipment controls the simulcast network. The prime site will contain dual Prime Site Simulcast Controllers and the GCM 8000 Comparators to interface to the three remote sites. The simulcast prime site will communicate with the simulcast remote sites via T1 links provided by Weld County. In a simulcast network, audio is received at remote simulcast sites through the antenna network and Linear Simulcast Stations. The received audio is sent to the prime site through for audio processing. The prime site votes the audio from the multiple remote sites. The audio is then sent back out to the remote sites for simulcast transmission. Simulcast Prime Site (35th Ave.) • Two(2) ASTRO 25 GCP 8000 Simulcast Controllers • Twelve(12)GCM 8000 Comparators • Two (2)Prime Site Routers/Switches • Trak GPS Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast August subject to the restrictions on the title page 30,2011 System Description 1-2 1 .2.1.2 Simulcast Remote Sites The simulcast remote sites are where the transmitters are located. These sites simultaneously transmit identical information from each site. Audio and site control come from the Prime and Master sites. If the control channel repeater fails, one of the other stations will take over as the control channel. Motorola has proposed three simulcast remote sites for Weld County: Simulcast Remote Site 1—Co-Located With The Prime Site (35th Ave.) • Twelve (12) 800 MHz GTR 8000 Repeaters • TRAK GPS • Routers and Switches • 3 Antennas ( 2 transmit, 1 receive) • Transmission Lines, Combiners and Multicouplers • I Tower Top Amplifier • 1 MOSCAD Remote Terminal Unit(RTU) Simulcast Remote Site 2 (O St.) • Twelve (12) 800 MHz GTR 8000 Repeaters • TRAK GPS • Routers and Switches • 3 Antennas (2 transmit, I receive) • Transmission Lines, Combiners and Multicouplers • 1 Tower Top Amplifier • 1 MOSCAD Remote Terminal Unit(RTU) Simulcast Remote Site 3 (Greeley West) • Twelve (12) 800 MHz GTR 8000 Repeaters • TRAK GPS • Routers and Switches • 3 Antennas (2 transmit, 1 receive) • Transmission Lines, Combiners and Multicouplers • 1 Tower Top Amplifier • 1 MOSCAD Remote Terminal Unit(RTU) • GTR Battery Backup 1 .2.1.3 700 MHz ISR Repeater Site Prospect Valley • Six(6) 700 MHz GTR 8000 Repeaters • Routers and Switches • 2 Antennas ( 1 transmit, I receive) • Transmission Lines, Combiners and Multicouplers Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast August subject to the restrictions on the title page 30,2011 System Description 1-3 • 1 Tower Top Amplifier • GTR Battery Backup • 1 MOSCAD Remote Terminal Unit(RTU) 1 .2.2 Power • All of the equipment runs on 110VAC. Only"Network" UPSs have been quoted at each site for 4 minutes backup until Generators "kick in". Prospect Valley and Greeley West have Repeater battery backup. 1 .2.3 Link Requirements • Two dedicated Tl circuits (for redundancy) from the Simulcast Prime Site to the Zone 3 Master Site are required and are Weld County's responsibility (The collocated Simulcast Remote Site will not require an additional T1). • A dedicated Tl circuit from the Simulcast Prime Site the remote Simulcast Remote Sites are required and is Weld County's responsibility. A second T1 can be used for redundancy if desired. A dedicated T1 circuit is required to connect Prospect Valley to zone 3 as well. 1 .2.4 Frequencies The frequencies that will be utilized by Weld County will be from the 800MHz frequencies currently used at the Greeley 35th and Greeley North sites. All 12channels will not fit into one combiner so there will have to be two transmit antennas and one receive antenna at each location. 1 .2.5 Coverage The attached simulcast maps are base on mobile,portable in-street,portable in light building, and portable in medium building coverage. 1 .2.6 ASTRO 25 IP Simulcast Prime Site with Co-Located Remote Site Diagram Combining an IP Simulcast prime site and an IP Simulcast remote site in the same physical location is often economically desirable. In this configuration, the T1 link from the co-located remote site router is connected directly to a router patch panel. The remote site access routers are used to route IP traffic between the prime site and the co-located remote site. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast August subject to the restrictions on the title page 30,2011 System Description 1-4 Printery Redundant R«kmdard Mte She SiN Link to Prime Slim Controllert Master Site Router Ethernet EthernetI Ethernet (om0arW) t Ethernet e IllE1 Prime Site Ethernret V Ethernet et r — — Barter r Switch Et—tuna Saab I MOSCAD W Site Link to Master Site Prime Mrt , Channel Sank Conspirator$ Channel 11 1 PPS a Tx �` RemateMte I— Ra le Mb • b i Acme Ranter Ammo Routs Comparator 30 T11Er— ChemW MI r ,I1-T11E1 R Ste Frequency P Ric Site Link N PanNp) Rennes Remota Site c t Tx ....1/20. as EOrarmee — EEtarlrae SAO 8 E ' Snit* it ___".- a s ayea_P_smr Pmme_mwaw re Mme Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 System Description 1-5 IP Simulcast Remote Site r \ Site Frequency MOSCAD RS232 Reference NFMIRTU co d Site Site Link to Os Router Prime Site H.a Redundant Site Link to a Site Router Prime Site In E E (°Pd°nal, - Tx Tx e e W W m jEthenet = r5j S slE o LAN = LAN . . . . Switch w Switch kx /Rx Ethernet K S IP Simul Remote_Si:e Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 System Description 1-6 ISR 700 MHz Repeater Site (typical w/ redundant link) m sm. — � wpm RMtrote RMttoti moo TllE1 to l from Site Site T11E1 to l from Master Site Router Router Master Site T T Primary Redundant Tel Site alto m z Controller Controller d W �j �, N IJ TtRK = TRK 'I ethernet E ig r Ethernet W a Switch F. Switch RS2321 I W P� MOSCAD L Tx/ Tx/ r N V t O L /MI Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 System Description 1-7 M. Section 1A. System Diagram System Diagram is included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 System Diagram 1-1 III q0 K K Q£ ry♦ $ . s3 • o F x N m d I 3 U £ ••.; N m d d F N O o E En el N d y d 0. a 3 Vl i co N N IELI? O CD i• ' a is c 8 I. d _ 2 V GLi Lm 3 P 1� li 3 CO 0.0. a a,a _!� r C Y g CC CO .C L • CO � o oco is F = m co 0 CD ra 111 >in N 0 el >12 Cs _ ottz I i �/ ; >a1 # N i 3 d 22 d r C S d ii a) • G p v ce d F d N $ N ; 5 s = Y g s j III d E 3 E N 5 A • N a $ 5 • _ .v 'g N ('I A . 'I .•, . I ^. Section 2. Equipment List Location Qty Nomenclature Description 35TH AVE 1 T7321 GCM 8000 COMPARATOR 35TH AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 2 CA01183AA ADD:GCM 8000 COMPARATOR 35th AVE 2 CA01185AA ADD:IP BASED MULTISITE OPERATION 35th AVE 1 T7321 GCM 8000 COMPARATOR 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 2 CA01183AA ADD:GCM 8000 COMPARATOR 35th AVE 2 CA01185AA ADD:IP BASED MULTISITE OPERATION 35th AVE 1 T7321 GCM 8000 COMPARATOR 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 2 CA01183AA ADD:GCM 8000 COMPARATOR 35th AVE 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 35th AVE 1 T7321 GCM 8000 COMPARATOR 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 2 CA01183AA ADD:GCM 8000 COMPARATOR 35th AVE 2 CA01185AA ADD:IP BASED MULTISITE OPERATION 35th AVE 1 T7321 GCM 8000 COMPARATOR 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 2 CA01183AA ADD:GCM 8000 COMPARATOR 35th AVE 2 CA01185AA ADD:IP BASED MULTISITE OPERATION 35th AVE 1 T7321 GCM 8000 COMPARATOR 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 2 CA01183AA ADD:GCM 8000 COMPARATOR 35th AVE 2 CA01185AA ADD: IP BASED MULTISITE OPERATION 35th AVE 1 T7038 GCP 8000 SITE CONTROLLER 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 1 CA01194AA ADD: IP BASED MULTISITE SITE CONTRO 35th AVE 1 CA00303AA ADD:QTY(1)SITE CONTROLLER 35th AVE 1 T7038 GCP 8000 SITE CONTROLLER Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-1 35th AVE 1 X153AW ADD: RACK MOUNT HARDWARE 35th AVE 1 CA01194AA ADD: IP BASED MULTISITE SITE CONTRO 35th AVE 1 CA00303AA ADD:QTY(1)SITE CONTROLLER 35th AVE 1 DSTRAK91008 PRIME/MASTER SITE CONFIG AC POWER 35th AVE 2 DSTRAK91061 FOUR PORT DDM 35th AVE 50 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER 35th AVE 4 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 35th AVE 2 ST6000 S6000 MNR MULTI-PROTOCOL ROUTER 35th AVE 2 ST6017B $6000 4 PORT ULTRAWAN II MODULE 35th AVE 1 ST6202 SRC 24 PORT T1/E1 EXP II 35th AVE 1 T7380 CO-OP WAN ROUTER RELAY PANEL 35th AVE 2 CLN1836 2610-24 ETHERNET SWITCH 35th AVE 3 TRN7343 SEVEN AND A HALF FOOT RACK 35th AVE 3 DSOP820B PDU,120V HARDWIRE(8)20A OUTLET P 35th AVE 3 DS1101378 RACK MT ADAPTER PLATE, 19 IN FORDS 35th AVE 4 DSTSJ100BT SPD,RJ-48 CONNECTED FOR T1/E1, 10/ 35th AVE 4 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FORTS 35th AVE 1 DSTRAK91061 FOUR PORT DDM 35th AVE 1 SQM01SUM0194 S2500 MULTIPROTOCOL WAN ROUTER 35th AVE 1 CA01446AA ADD:BASE ROUTER WI T1 MODULE 35th AVE 1 ST2511 S2500 FLEXWAN DAUGHTER BOARD 35th AVE 1 CLN1836 2610-24 ETHERNET SWITCH 35th AVE 1 ST6000 $6000 MNR MULTI-PROTOCOL ROUTER 35th AVE 1 ST6017B $6000 4 PORT ULTRAWAN II MODULE 35th AVE 1 DLN6566 FRU:GTR 8000 TRANSCEIVER 700/800 M 35th AVE 1 DLN6567 FRU:GTR 8000 PA 700/800 MHZ 35th AVE 1 DLN6569 FRU:GCP 8000/GCM 8000 35th AVE 1 DLN6568B FRU:SUMMIT PS 700/800 MHZ 35th AVE 1 DLN6677 FRU:G-SERIES XHUB 35th AVE 1 DLN6455R CONFIGURATION/SERVICE SOFTWARE 35th AVE 2 SQM01SUM0194 S2500 MULTIPROTOCOL WAN ROUTER 35th AVE 2 CA01446AA ADD:BASE ROUTER W/T1 MODULE 35th AVE 2 CLN1836 2610-24 ETHERNET SWITCH 35th AVE 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM 35th AVE 1 X882AH ADD:7.5 FT OPEN RACK,48RU 35th AVE 1 CA00855AA ADD:700/800 MHZ MID POWER 35th AVE 1 CA00883AA ADD:800 MHZ TX FILTER W/PMU Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-2 35th AVE 6 CA01193AA ADD: IP BASED MULTISITE BASE RADIO 35th AVE 1 CA00879AA ADD:PRIMARY 6 PORT CAVITY COMBINER 35th AVE 2 CA00884AA ADD:QTY (1)XHUB 35th AVE 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS 35th AVE 1 CA00862AA ADD:SITE&CABINET RMC W/CAPABILIT 35th AVE 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM 35th AVE 1 X882AH ADD:7.5 FT OPEN RACK,48RU 35th AVE 1 CA00855AA ADD:700/800 MHZ MID POWER 35th AVE 6 CA01193AA ADD: IP BASED MULTISITE BASE RADIO 35th AVE 2 CA00884AA ADD:QTY (1)XHUB 35th AVE 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS 35th AVE 1 CA00862AA ADD:SITE&CABINET RMC W/CAPABILIT 35th AVE 1 CA00877AA ADD:CABINET RMC FOR EXPANSION RACK 35th AVE 1 CA00880AA ADD:EXPANSION 6 PORT CAVITY COMBIN 35th AVE 1 CA01058AA ADD:700/800 PHASING HARNESS 35th AVE 2 DSTSJ100BT SPD,RJ-48 CONNECTED FOR 71/E1, 10/ 35th AVE 2 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FORTS 35th AVE 1 DS428B83H01C110 CMU,TTA 110V,792-824 MHZ 35th AVE 1 DS428B83H01 T TTA,COMPACT AUTO QUAD,792-824 MHZ 35th AVE 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW 35th AVE 15 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE 35th AVE 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 35th AVE 2 TDN9289 CABLE WRAP WEATHERPROOFING 35th AVE 245 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER 35th AVE 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO 35th AVE 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA 35th AVE 2 DSLSSGRIP 7/8"SUPPORT HOIST GRIP 35th AVE 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 35th AVE 1 DSGSAKITD GROUND STRAP KIT-DIN 35th AVE 25 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE 35th AVE 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 35th AVE 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY 35th AVE 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW 35th AVE 15 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE 35th AVE 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 35th AVE 2 TDN9289 CABLE WRAP WEATHERPROOFING 35th AVE 245 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-3 35th AVE 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO 35th AVE 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA 35th AVE 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP 35th AVE 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 35th AVE 1 DSGSAKITD GROUND STRAP KIT-DIN 35th AVE 25 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE 35th AVE 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 35th AVE 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY 35th AVE 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW 35th AVE 15 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE 35th AVE 1 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A 35th AVE 1 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 35th AVE 5 TDN9289 CABLE WRAP WEATHERPROOFING 35th AVE 5 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE 35th AVE 2 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A 35th AVE 265 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER 35th AVE 2 DDN9498 7/8"TYPE N FEMALE POSITIVE STOP C 35th AVE 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA 35th AVE 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP 35th AVE 265 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE 35th AVE 1 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A 35th AVE 1 DDN1089 TYPE N FEMALE PS FOR 1/2 IN LDF4-50 35th AVE 6 DSSG1206B2A 1/2"SURE GROUND GROUNDING KIT 35th AVE 2 DSL4SGRIP SUPPORT HOIST GRIP 1/2"LDF 35th AVE 2 DS1090501WA RF LIGHTNING SUPPRESSOR 700-1000MHZ 35th AVE 25 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER 35th AVE 2 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 35th AVE 25 L1702 CABLE: 1/2"SUPERFLEX POLY JKT PER 35th AVE 2 CDN6579 1/2" TYPE N MALE PLATED CONNECTOR 35th AVE 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY O ST 2 SQM01SUM0194 S2500 MULTIPROTOCOL WAN ROUTER O ST 2 CA01446AA ADD:BASE ROUTER W/T1 MODULE O ST 2 CLN1836 2610-24 ETHERNET SWITCH O ST 1 DSTRAK91009 REMOTE SITE CONFIG AC POWER O ST 1 DSTRAK91071 FOUR PORT IRIG B TIME CODE FDM O ST 3 DSTRAK91061 FOUR PORT DDM O ST 50 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-4 O ST 4 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 O ST 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM O ST 1 X882AH ADD:7.5 FT OPEN RACK,48RU O ST 1 CA00855AA ADD:700/800 MHZ MID POWER O ST 1 CA00883AA ADD:800 MHZ TX FILTER W/PMU O ST 6 CA01193AA ADD: IP BASED MULTISITE BASE RADIO O ST 1 CA00879AA ADD:PRIMARY 6 PORT CAVITY COMBINER O ST 2 CA00884AA ADD:QTY (1)XHUB O ST 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS O ST 1 CA00862AA ADD:SITE&CABINET RMC W/CAPABILIT O ST 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM O ST 1 X882AH ADD:7.5 FT OPEN RACK,48RU O ST 1 CA00855AA ADD:700/800 MHZ MID POWER O ST 6 CA01193AA ADD:IP BASED MULTISITE BASE RADIO O ST 2 CA00884AA ADD:QTY (1)XHUB O ST 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS O ST 1 CA00877AA ADD:CABINET RMC FOR EXPANSION RACK O ST 1 CA00880AA ADD:EXPANSION 6 PORT CAVITY COMBIN O ST 1 CA01058AA ADD:700/800 PHASING HARNESS O ST 1 TRN7343 SEVEN AND A HALF FOOT RACK O ST 1 DSOP820B PDU, 120V HARDWIRE(8)20A OUTLET P O ST 1 DS1101378 RACK MT ADAPTER PLATE, 19 IN FOR DS O ST 2 DSTSJ100BT SPD,RJ-48 CONNECTED FOR T1/E1, 10/ O ST 2 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FORTS O ST 1 DS428B83H01C110 CMU,TTA 110V,792-824 MHZ O ST 1 DS428883H01T TTA,COMPACT AUTO QUAD,792-824 MHZ O ST 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW O ST 15 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE O ST 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 O ST 2 TDN9289 CABLE WRAP WEATHERPROOFING O ST 255 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER O ST 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO O ST 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA O ST 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP O ST 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 O ST 1 DSGSAKITD GROUND STRAP KIT-DIN O ST 25 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-5 O ST 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 O ST 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY O ST 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW O ST 15 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE O ST 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 O ST 2 TDN9289 CABLE WRAP WEATHERPROOFING O ST 255 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER O ST 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO O ST 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA O ST 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP O ST 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 O ST 1 DSGSAKITD GROUND STRAP KIT-DIN O ST 25 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE O ST 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 O ST 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY O ST 1 DSCO80706 5DBD,OMNI DIR ANT,500W CONT,25KW O ST 15 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE O ST 1 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A O ST 1 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 O ST 5 TDN9289 CABLE WRAP WEATHERPROOFING O ST 5 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE O ST 2 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A O ST 275 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER O ST 2 DDN9498 7/8"TYPE N FEMALE POSITIVE STOP C O ST 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA O ST 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP O ST 275 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE O ST 1 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A O ST 1 DDN1089 TYPE N FEMALE PS FOR 1/2 IN LDF4-50 O ST 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA O ST 2 DSL4SGRIP SUPPORT HOIST GRIP 1/2"LDF O ST 2 DS1090501WA RF LIGHTNING SUPPRESSOR 700-1000MHZ O ST 25 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER O ST 2 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 O ST 25 L1702 CABLE: 1/2"SUPERFLEX POLY JKT PER O ST 2 CDN6579 1/2" TYPE N MALE PLATED CONNECTOR O ST 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-6 West Water Tank 2 SQM01SUM0194 S2500 MULTIPROTOCOL WAN ROUTER West Water Tank 2 CA01446AA ADD:BASE ROUTER W/T1 MODULE West Water Tank 2 CLN1836 2610-24 ETHERNET SWITCH West Water Tank 1 DSTRAK91009 REMOTE SITE CONFIG AC POWER West Water Tank 1 DSTRAK91071 FOUR PORT IRIG B TIME CODE FDM West Water Tank 3 DSTRAK91061 FOUR PORT DDM West Water Tank 50 L1700 CABLE:1/4"SUPERFLEX POLY JKT PER West Water Tank 4 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 West Water Tank 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM West Water Tank 1 X882AH ADD:7.5 FT OPEN RACK,48RU West Water Tank 1 CA00855AA ADD:700/800 MHZ MID POWER West Water Tank 1 CA00883AA ADD:800 MHZ TX FILTER W/PMU West Water Tank 6 CA01193AA ADD:IP BASED MULTISITE BASE RADIO West Water Tank 1 CA00879AA ADD:PRIMARY 6 PORT CAVITY COMBINER West Water Tank 2 CA00884AA ADD:QTY (1)XHUB West Water Tank 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS West Water Tank 1 CA00862AA ADD:SITE&CABINET RMC W/CAPABILIT West Water Tank 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM West Water Tank 1 X882AH ADD:7.5 FT OPEN RACK,48RU West Water Tank 1 CA00855AA ADD:700/800 MHZ MID POWER West Water Tank 6 CA01193AA ADD:IP BASED MULTISITE BASE RADIO West Water 2 CA00884AA ADD:QTY (1)XHUB Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-7 Tank West Water Tank 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS West Water Tank 1 CA00877AA ADD:CABINET RMC FOR EXPANSION RACK West Water Tank 1 CA00880AA ADD:EXPANSION 6 PORT CAVITY COMBIN West Water Tank 1 CA01058AA ADD:700/800 PHASING HARNESS West Water Tank 1 TRN7343 SEVEN AND A HALF FOOT RACK West Water Tank 1 DSOP820B PDU, 120V HARDWIRE(8)20A OUTLET P West Water Tank 1 DS1101378 RACK MT ADAPTER PLATE, 19 IN FOR DS West Water Tank 2 DSTSJ100BT SPD,RJ-48 CONNECTED FOR T1/E1, 10/ West Water Tank 2 DSTSJADP RACK MOUNT GROUND BAR, 19 IN FORTS West Water Tank 1 DS428B83H01C110 CMU,TTA 110V,792-824 MHZ West Water Tank 1 DS428B83H01T TTA,COMPACT AUTO QUAD,792-824 MHZ West Water Tank 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW West Water Tank 15 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE West Water Tank 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 West Water Tank 2 TDN9289 CABLE WRAP WEATHERPROOFING West Water Tank 295 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER West Water Tank 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO West Water Tank 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA West Water Tank 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP West Water Tank 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 West Water Tank 1 DSGSAKITD GROUND STRAP KIT-DIN Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-8 West Water Tank 25 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE West Water Tank 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 West Water Tank 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY West Water Tank 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW West Water Tank 15 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE West Water Tank 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 West Water Tank 2 TDN9289 CABLE WRAP WEATHERPROOFING West Water Tank 295 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER West Water Tank 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO West Water Tank 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA West Water Tank 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP West Water Tank 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 West Water Tank 1 DSGSAKITD GROUND STRAP KIT-DIN West Water Tank 25 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE West Water Tank 2 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 West Water Tank 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY West Water Tank 1 DSCC80706 5DBD,OMNI DIR ANT,500W CONT,25KW West Water Tank 15 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE West Water Tank 1 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A West Water Tank 1 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 West Water Tank 5 TDN9289 CABLE WRAP WEATHERPROOFING West Water 5 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-9 Tank West Water Tank 2 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A West Water Tank 295 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER West Water Tank 2 DDN9498 7/8"TYPE N FEMALE POSITIVE STOP C West Water Tank 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA West Water Tank 2 DSL5SGRIP 7/8"SUPPORT HOIST GRIP West Water Tank 295 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE West Water Tank 1 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A West Water Tank 1 DDN1089 TYPE N FEMALE PS FOR 1/2 IN LDF4-50 West Water Tank 6 DSSG1206B2A 1/2"SURE GROUND GROUNDING KIT West Water Tank 2 DSL4SGRIP SUPPORT HOIST GRIP 1/2"LDF West Water Tank 2 DS1090501 WA RF LIGHTNING SUPPRESSOR 700-1000MHZ West Water Tank 25 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER West Water Tank 2 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 West Water Tank 25 L1702 CABLE: 1/2"SUPERFLEX POLY JKT PER West Water Tank 2 CDN6579 1/2" TYPE N MALE PLATED CONNECTOR West Water Tank 1 DDN9743 TORQUE WRENCH KIT FOR 7-16 DIN&TY West Water Tank 4 DQU2MS BATTERY SHELF West Water Tank 24 DS2WJC12170 BATTERY 24V 35TH AVE 1 F4544 SITE MANAGER ADVANCED 35TH AVE 3 V592 MD TERM BLCK&CONN WI 35TH AVE 1 V266 ADD:90VAC TO 260VAC PS TO SM 35TH AVE 1 VA00163 SDM3000 ASTRO FAN FOR A7.5 O ST 1 F4544 SITE MANAGER ADVANCED Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-10 O ST 3 V592 AAD TERM BLCK&CONN WI O ST 1 V266 ADD:90VAC TO 260VAC PS TO SM O ST 1 VA00163 SDM3000 ASTRO F/W FOR A7.5 West Water Tank 1 F4544 SITE MANAGER ADVANCED West Water Tank 3 V592 MD TERM BLCK&CONN WI West Water Tank 1 V266 ADD:90VAC TO 260VAC PS TO SM West Water Tank 1 VA00163 SDM3000 ASTRO FM FOR A7.5 35TH AVE 1 F2463 RTU_PER_DEVICE_SW_LICENSES 35TH AVE 1 V839 RTU_SW_LIC_PER_NFM-RTU_I-O 35TH AVE 12 V845 RTU_SW_LIC_PER_QUANTAR_RS_BR 35th AVE 1 V838 RTU_SW_LIC_PER_TRAK_CPS 35th AVE 72 DS2WJC12170 BATTERY 24V 35th AVE 12 DQU2MS BATTERY SHELF 35th AVE 3 DS5130R1400N004 SPS,5130 1400W, RACKMT,4 MN RUN PLEASANT 1 THN1012 RACK 7 OPEN PLEASANT 1 SQM01SUM0194 S2500 MULTIPROTOCOL WAN ROUTER PLEASANT 1 CA01442AA ADD:BASE ROUTER WI FLEXWAN MODULE PLEASANT 11 TDN9289 CABLE WRAP WEATHERPROOFING PLEASANT 6 DDN1088 TYPE N MALE PS FOR 1/2 IN LDF4-50A PLEASANT 50 L1705 CABLE:1/2"LDF HELIAX POLY JKT PE PLEASANT 2 DS1090501WA RF LIGHTNING SUPPRESSOR 700-1000MHZ PLEASANT 2 CDN6579 1/2" TYPE N MALE PLATED CONNECTOR PLEASANT 50 L1702 CABLE: 1/2"SUPERFLEX POLY JKT PER PLEASANT 2 DDN9498 7/8"TYPE N FEMALE POSITIVE STOP C PLEASANT 6 DSSG7806B2A GROUNDING KIT FOR 7/8 IN COAXIAL CA PLEASANT 120 L3323 CABLE:7/8"AVA HELIAX POLY JKT PER PLEASANT 1 DDN1090 7-16 DIN MALE PS FOR 1/2 IN LDF4-50 PLEASANT 1 DSDSXLDMABF PCS MICRO FILTER PROTECTOR 700MHZ-2 PLEASANT 2 DSF4PDMV2C 112"7-16 DIN MALE CONNECTOR PLEASANT 2 DDN9496 7/8" 7-16 DIN FEMALE POSITIVE STO PLEASANT 2 DDN9769 1/4"TYPE N MALE CONNECTOR FOR FSJ1 PLEASANT 25 L1700 CABLE: 1/4"SUPERFLEX POLY JKT PER PLEASANT 3 DSSG1206B2A 1/2"SURE GROUND GROUNDING KIT PLEASANT 60 L1705 CABLE: 1/2"LDF HELIAX POLY JKT PE PLEASANT 1 DDN1089 TYPE N FEMALE PS FOR 1/2 IN LDF4-50 Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-11 PLEASANT 2 DSRMP615A SPD,TYPE 3, 120V RACK MOUNT, 15A P PLEASANT 1 DSAPEXIMAX808 SPD,TYPE 1, 120/240VAC 1-PHASE NE PLEASANT 1 DS5130R1400N004 SPS,5130 1400W, RACKMT,4 MN RUN PLEASANT 1 F4544 SITE MANAGER ADVANCED PLEASANT 3 V592 MD TERM BLCK&CONN WI PLEASANT 1 V266 ADD:90VAC TO 260VAC PS TO SM PLEASANT 1 VA00163 SDM3000 ASTRO F/W FOR A7.5 PLEASANT 1 F2463 RTU_PER_DEVICE_SW_LICENSES PLEASANT 2 VA00318 RTU_SW_LIC_PER_GCP8000_S_CONTR PLEASANT 6 VA00315 RTU_SW_LIC_PER_GTR8000_RS_BR PLEASANT 1 V839 RTU_SW_LIC_PER_NFM-RTU_I-O PLEASANT 2 TDN6017 CLAMP SET ANTENNA MOUNTING PLEASANT 2 DSLSSGRIP 7/8"SUPPORT HOIST GRIP PLEASANT 1 DSL4SGRIP SUPPORT HOIST GRIP 1/2"LDF PLEASANT 1 F4528 GMC_PER_DEVICE_SW_LICENSES PLEASANT 2 VA00318 GMC_SW_LIC_PER_GCP8000_S_CONTR PLEASANT 6 VA00315 GMC_SW_LIC_PER_GTR8000_RS_BR PLEASANT 1 DSAPEXIMAX808MM SPD,TYPE 2, 120/240VAC, 1-PHASE,N PLEASANT 1 DS428B83H01T TTA,COMPACT AUTO QUAD,792-824 MHZ PLEASANT 1 DS428883H01C110 CMU,TTA 110V,792-824 MHZ PLEASANT 12 DS2WJC12170 BATTERY 24V PLEASANT 2 DQU2MS BATTERY SHELF PLEASANT 1 SQM01SUM7054 GTR 8000 EXPANDABLE SITE SUBSYSTEM PLEASANT 1 CA01402AA ADD:7.0 FT OPEN RACK PLEASANT 1 CA00882AA ADD:700 MHZ TX FILTER W/PMU PLEASANT 1 CA00855AA ADD:700/800 MHZ MID POWER PLEASANT 1 CA00861AA ADD:CABINET RMC W/CAPABILITY OF 6 PLEASANT 1 CA00879AA ADD:PRIMARY 6 PORT CAVITY COMBINER PLEASANT 2 CA00303AA ADD:QTY(1)SITE CONTROLLER PLEASANT 1 X306AC ADD:QTY(6)GTR 8000 BASE RADIOS PLEASANT 2 X591AF ENH:ASTRO 25 SITE REPEATER SITE CO PLEASANT 6 X591AE ENH:ASTRO 25 SITE REPEATER SW PLEASANT 1 DSAO760654T0 OMNI ANTENNA,746-776 MHZ,6 DBD GA PLEASANT 1 DSAO780654T0 OMNI ANTENNA,6 DBD GAIN,764-806 M ALL 1 SURGE Surge Protector Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Equipment List 2-12 Section 3. Statement of Work 3.1 Contract 3.1 .1 Contract Award (Milestone) Weld County and Motorola execute the contract and both parties receive all the necessary documentation. 3.1 .1 Contract Administration Motorola Responsibilities: • Assign a Project Manager, as the single point of contact with authority to make project decisions. • Assign resources necessary for project implementation. • Set up the project in the Motorola information system. • Schedule the project kick-off meeting with Weld County. Weld County Responsibilities: • Assign a Project Manager, as the single point of contact responsible for Weld County signed approvals. • Assign other resources necessary to ensure completion of project tasks for which Weld County is responsible. Completion Criteria: • Motorola internal processes are set up for project management. • Both Motorola and Weld County assign all required resources. • Project kickoff meeting is scheduled. 3.1 .2 Project Kickoff Motorola Responsibilities: Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-1 • Conduct a project kickoff meeting during the Contract Design Review(CDR) phase of the project. • Ensure key project team participants attend the meeting. • Introduce all project participants attending the meeting. • Review the roles of the project participants to identify communication flows and decision-making authority between project participants. • Review the overall project scope and objectives with Weld County. • Review the resource and scheduling requirements with Weld County. • Review the Project Schedule with Weld County to address upcoming milestones and/or events. • Review the teams' interactions (Motorola and Weld County), meetings,reports, milestone acceptance, and Weld County's participation in particular phases. Weld County Responsibilities: • Weld County's key project team participants attend the meeting. • Review Motorola and Weld County responsibilities. Completion Criteria: • Project kick-off meeting completed. • Meeting notes identify the next action items. 3.2 Contract Design Review (CDR) 3.2.1 Review Contract Design Motorola Responsibilities: • Meet with Weld County project team. • Review the operational requirements and the impact of those requirements on various equipment configurations. • Establish a defined baseline for the system design and identify any special product requirements and their impact on system implementation. • Review the System Design, Statement of Work, Project Schedule, and Acceptance Test Plans, and update the contract documents accordingly. • Discuss the proposed Cutover Plan and methods to document a detailed procedure. • Submit design documents to Weld County for approval. These documents form the basis of the system, which Motorola will manufacture, assemble, stage, and install. • Prepare equipment layout plans for staging. • Provide minimum acceptable performance specifications for microwave, fiber, or copper links. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-2 • Establish demarcation point(SUPPLIED BY THE MOTOROLA SYSTEM ENGINEER)to define the connection point between the Motorola-supplied equipment and Weld County-supplied link(s)and external interfaces. • Finalize site acquisition and development plan. • Conduct(updated) site evaluations to capture site details of the system design and to determine site readiness (when necessary). • Determine each site's ability to accommodate proposed equipment based upon physical capacity. • If applicable, test existing equipment with which Motorola equipment will interface. • Prepare Site Evaluation Report that summarizes findings of above-described site evaluations. • Work with Weld County to identify radio interference between the new communication system and other existing radio systems. Restrictions: • Motorola assumes no liability or responsibility for inadequate frequency availability or frequency licensing issues. • Motorola is not responsible for issues outside of its immediate control. Such issues include, but are not restricted to, improper frequency coordination by others and non-compliant operation of other radios. • Motorola is not responsible for co-channel interference due to errors in frequency coordination by APCO or any other unlisted frequencies, or the improper design, installation, or operation of systems installed or operated by others. • If, for any reason, any of the proposed sites cannot be utilized due to reasons beyond Motorola's control, the costs associated with site changes or delays including, but not limited to, re-engineering, frequency re-licensing, site zoning, site permitting, schedule delays, site abnormalities,re-mobilization, etc., will be paid for by Weld County and documented through the change order process. Weld County Responsibilities: • Weld County's key project team participants attend the meeting. • Make timely decisions, according to the Project Schedule. • Frequency Licensing and Interference: • As mandated by FCC, Weld County, as the licensee, has the ultimate responsibility for providing all required radio licensing or licensing modifications for the system prior to system staging. This responsibility includes paying for FCC licensing and frequency coordination fees. • Provide the FCC "call sign" station identifier for each site prior to system staging. Completion Criteria: Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast August to the restrictions on the title page 30,2011 Statement of Work 3-3 • Complete Design Documentation, which may include updated System Description, Equipment List, system drawings, or other documents applicable to the project. • Incorporate any deviations from the proposed system into the contract documents accordingly. • The system design is "frozen," in preparation for subsequent project phases such as Order Processing and Manufacturing. • A Change Order is executed in accordance with all material changes resulting from the Design Review to the contract. 3.2.2 Design Approval (Milestone) • Weld County executes a Design Approval milestone document. 3.3 Order Processing 3.3.1 Process Equipment list Motorola Responsibilities: • Validate Equipment List by checking for valid model numbers, versions, compatible options to main equipment, and delivery data. • Enter order into Motorola's Order Fulfillment(COF) system. • Create Ship Views, to confirm with Weld County the secure storage location(s)to which the equipment will ship. Ship Views are the mailing labels that carry complete equipment shipping information, which direct the timing, method of shipment, and ship path for ultimate destination receipt. • Create equipment orders. • Reconcile the equipment list(s) to the Contract. • Procure third-party equipment if applicable. Weld County Responsibilities: • Approve shipping location(s). • Complete and provide Tax Certificate information verifying tax status of shipping location. Completion Criteria: • Verify that the Equipment List contains the correct model numbers, version, options, and delivery data. • Trial validation completed. • Bridge the equipment order to the manufacturing facility. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-4 3.4 Manufacturing and Staging 3.4.1 Manufacture Motorola Fixed Network Equipment Motorola Responsibilities: • Manufacture the Fixed Network Equipment(FNE) necessary for the system based on equipment order. Weld County Responsibilities: • None. Completion Criteria: • FNE shipped to either the field or the staging facility. 3.4.2 Manufacture Non-Motorola Equipment Motorola Responsibilities: • Manufacture (third party equipment suppliers) non-Motorola equipment necessary for the system based on equipment order. Weld County Responsibilities: • None. Completion Criteria: • Ship non-Motorola manufactured equipment to the field and/or the staging facility. 3.4.3 Develop Fleetmap Motorola Responsibilities: • Schedule required meeting(s)with the appropriate Weld County representative(s)/agency(ies). • Meet with Weld County's user groups. • Provide details on the features and functionality of the Motorola equipment/system. • Work with Weld County and participating agency(ies) to develop and obtain approval of the fleetmap for the system. • Program the infrastructure equipment, subscribers, terminals, and any other radio system FNE, based on fleetmap. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-5 • Any changes requested by Weld County, after approval of fleetmap and template definitions, will require updating the contract documents accordingly. • Provide guidelines for development of fleetmap to Weld County on projects where subscriber units are being purchased/reprogrammed outside the scope of this project. Weld County Responsibilities: • Designate a representative for the user groups, to make timely decisions on their behalf. • Identify Weld County's System Manager who will set up a `steering' committee consisting of various members from user groups. • The System Manager, with the help of the steering committee, will be responsible for setting standardized system management and operational policies (SOP)that will apply to all users. • A sample of SOP committee decisions includes: • User Access Management protocol • User Database Management protocol • System Security protocol • Subscriber Radio Standards • Configure, Manage and control the Fleetmap Database. • User group reviews its radio standard operational policies and then determines what modifications will be required, if any. • Create a `Console Dispatch and Radio Programming Policy' to decide how each Subscriber group will operate on the system and what features will be activated. • User group representative(s) makes Fleetmap programming decisions. • Complete the initial fleetmapping process prior to staging of the system. Completion Criteria: • Fleetmap requirements completed and approved by Weld County. 3.4.4 Develop Templates Motorola Responsibilities: • Motorola assists Weld County in defining each radio template. • Motorola participates in a meeting to finalize any changes among user groups. • Program the approved templates into a radio-programming template tool. • Program sample radios with approved templates and deliver for Weld County evaluation. Weld County Responsibilities: • User groups create templates in a spreadsheet format. • Forward electronic copies of the spreadsheets to the committee members for their review and comment. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-6 • Evaluate sample radios and provide feedback. • Approve templates. Completion Criteria: • Templates completed and approved by Weld County. 3.4.5 Ship to Staging (Milestone) • Ship all equipment needed for staging to Motorola's factory staging facility (CCSi). 3.4.6 Stage System Motorola Responsibilities: • Set up and rack the system equipment on a site-by-site basis, as it will be configured in the field at each of the transmitter/receiver sites. • Cut and label cables according to the approved CDR documentation. • Label the cables with to/from information to specify interconnection for field installation and future servicing needs. • Complete the cabling/connecting of the subsystems to each other ("connectorization" of the subsystems.) • Assemble required subsystems to assure system functionality. • Power up, program, and test all staged equipment. • Confirm system configuration and software compatibility to the existing system. • Load application parameters on all equipment according to input from Systems Engineering. • Complete programming of the Fixed Network Equipment. • Program the approved templates into a radio-programming template tool. • Complete programming of sample Subscriber units. • Inventory the equipment with serial numbers and installation references. • Complete system documentation. • Third party subsystems may be staged at the manufacturer's facilities and integrated in the field. • Provide a Factory Acceptance Test Plan. Weld County Responsibilities: • Provide information on existing system interfaces as may be required. • Provide information on room layouts or other information necessary for the assembly to meet field conditions. • Review and approve proposed Factory Acceptance Test Plan. Completion Criteria: Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast August subject to the restrictions on the title page 30,2011 Statement of Work 3-7 • System staging completed and ready for testing. 3.4.7 Perform Staging Acceptance Test Procedure Motorola Responsibilities: • Test and validate system software and features. • Functional testing of standard system features. • Conduct site and system level testing. • Power-up site equipment and perform standardized functionality tests. • Perform system burn-in 24 hours a day during staging to isolate and capture any defects. Weld County Responsibilities: • None Completion Criteria: • Approve Factory Acceptance Testing. 3.4.8 Ship Equipment to Field Motorola Responsibilities: • Pack system for shipment to final destination. • Arrange for shipment to the field. Weld County Responsibilities: • None. Completion Criteria: • Equipment ready for shipment to the field. 3.4.9 CCSI Ship Acceptance (Milestone) • All equipment shipped to Wireless Advanced Communications. 3.5 Civil Work for Weld County Provided Facilities Motorola Responsibilities: • Provide electrical requirements for each equipment rack to be installed in Weld County-provided facilities. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30.2011 Statement of Work 3-8 • Provide heat load for each equipment rack to be installed in Weld County provided facilities. Weld County Responsibilities: • Secure site lease/ownership, zoning, permits, regulatory approvals, easements, power, and Telco connections. • Provide clear and stable access to the sites for transporting electronics and other materials. Sufficient site access must be available for trucks to deliver materials under their own power and for personnel to move materials to the facility without assistance from special equipment. • Design and construct facilities for housing communications equipment such as shelters,towers, generators, fuel tanks, fenced compounds, etc. • Supply adequately sized electrical service,backup power(UPS, generator, batteries, etc.) including the installation of conduit, circuit breakers, outlets, etc., at each equipment location. Provide AC power(dedicated 20 Amp AC outlets - simplex with ground) for each major piece of equipment within 6 feet of the location of the Motorola-supplied equipment, including the associated electrical service and wiring(conduit, circuit breakers, etc.). • Provide adequate HVAC, grounding, lighting, cable routing, and surge protection (also, among existing and Motorola-provided equipment)based upon Motorola's R-56 Standards and Guidelines for Communication Sites. Ceiling(minimum 9 feet) and cable tray heights (minimum 8 feet) in the equipment rooms in order to accommodate 7-foot, 6-inch equipment racks. • Provide floor space and desk space for the System equipment at Weld County- provided facilities. Each rack shall be provided a minimum of 24-inch x 24-inch footprint with 36 inches clearance in the front and back. • Relocate existing equipment, if needed, to provide required space for the installation of Motorola-supplied equipment. • Bring grounding system up to Motorola's R-56 Standards and Guidelines for Communication Sites and supply a single point system ground, of 5 ohms or less, to be used on all ENE supplied under the Contract. Supply grounding tie point within 10 feet from the Motorola-supplied equipment. • Provide all necessary wall or roof penetrations on existing buildings for antenna coax and microwave waveguide(if applicable) for main transmitter antennas, microwave radios, and control station Yagi antennas. • Provide obstruction-free area for the cable run between the demarcation point and the communications equipment. • Resolve any environmental issues including,but not limited to, asbestos, structural integrity (rooftop, water tank, tower, etc.) of the site, and any other building risks. (Resolve environmental or hazardous material issues). • Arrange for space on the tower for installation of new antennas at the proposed heights. • Perform structural analysis of existing tower and rooftops as required to confirm that the structure is capable of supporting proposed and future antenna loads. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-9 • Supply all permits as contractually required. • Supply interior building cable trays,raceways, conduits, and wire supports. • Supply engineering and drafting as required for modifications to existing building drawings for site construction. • Pay for usage costs of power and generator fueling, both during the construction and installation effort, and on an ongoing basis. • Complete all Weld County deliverables in accordance within the approved project schedule Completion Criteria: • All sites are ready for equipment installations in compliance with Motorola's R56 Standards and Guidelines for Communication Sites. 3.6 System Installation 3.6.1 Install Fixed Network Equipment Motorola Responsibilities: • Will provide storage location for the Motorola-provided equipment at Wireless Advanced Communications. • Receive and inventory all equipment. • Install system equipment as specified by the Equipment List, System Description, and system drawings Interference Motorola is not responsible for interference caused or received by the Motorola provided equipment except for interference that is directly caused by the Motorola provided transmitter(s) to the Motorola provided receiver(s). Should Weld County's system experience interference, Motorola can be contracted to investigate the source and recommend solutions to mitigate the issue. • Bond the supplied equipment to the site ground system in accordance with the Motorola R56 Standards and Guidelines for Communication Sites. • Will interface with the customer supplied existing network connections. • Will remove existing equipment. • Will relocate existing equipment to a location designated by Weld County. • Will not dispose of existing equipment. Weld County Responsibilities: • Provide access to the sites, as necessary. Completion Criteria: Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-10 • Fixed Network Equipment installation completed and ready for optimization. 3.6.2 Fixed Network Equipment Installation Complete • All fixed network equipment installed and accepted by Weld County. 3.6.3 System Installation Acceptance (Milestone) • All equipment installations are completed and accepted by Weld County. 3.7 System Optimization 3.7.1 Optimize System FNE Motorola Responsibilities: • Verify that all equipment is operating properly and that all electrical and signal levels are set accurately. • Verify that all audio and data levels are at factory settings. • Check forward and reflected power for all radio equipment, after connection to the antenna systems, to verify that power is within tolerances. • Motorola and its subcontractors optimize each subsystem. • Check audio and data levels to verify factory settings. • Verify communication interfaces between devices for proper operation. • Test features and functionality are in accordance with manufacturers' specifications and that they comply with the final configuration established during the CDR/system staging. • Test and optimize the simulcast system. • Install and integrate the RF sites with the system, then optimize and activate the SmartZone controller. Weld County Responsibilities: • Provide access/escort to the sites. Completion Criteria: • System FNE optimization is complete. 3.7.2 Link Verification Motorola Responsibilities: • Perform test to verify site link performance, prior to the interconnection of the Motorola-supplied equipment to the link equipment. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-11 Weld County Responsibilities: • Make available the required links which meet the specifications supplied by Motorola at the CDR. Completion Criteria: • Link verification successfully completed. 3.7.3 Optimization Complete • System optimization is completed. Motorola and Weld County agree that the equipment is ready for acceptance testing. 3.8 Training 3.8.1 Perform Training Motorola Responsibilities: • Training is not included 3.9 Audit and Acceptance Testing 3.9.1 Perform R-56 Audit Motorola Responsibilities: • Perform R-56 site-installation quality-audits, verifying proper physical installation and operational configurations. • Create site evaluation report to verify site meets or exceeds requirements, as defined in Motorola's R 56 Standards and Guidelines for Communication Sites. Weld County Responsibilities: • Provide access/escort to the sites. • Witness tests, (if desired) Completion Criteria: • All R-56 Standards and Guidelines for Communication Sites audits completed successfully. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-12 3.9.2 Perform Equipment Testing Motorola Responsibilities: • Test individual components of the system to verify compliance to the equipment specifications. • Repeat any failed test(s) once Motorola (or Weld County) has completed the corrective action(s). • Prepare documentation of component tests to be delivered as part of the final documentation package. Weld County Responsibilities: • Witness tests, if desired. Completion Criteria: • Successful completion of equipment testing. 3.9.3 Perform Functional Testing Motorola Responsibilities: • Verify the operational functionality and features of the individual subsystems and the system supplied by Motorola, as contracted. • If any major task as contractually described fails,repeat that particular task after Motorola determines that corrective action has been taken. • Document all issues that arise during the acceptance tests. • Document the results of the acceptance tests and present to Weld County for review. • Resolve any minor task failures before Final System Acceptance. Weld County Responsibilities: • Witness the functional testing, if desired. Completion Criteria: • Successful completion of the functional testing. • Weld County approval of the functional testing. 3.9.4 System Acceptance Test Procedures (Milestone) • Weld County approves the completion of all the required tests. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-13 3.10 Subscriber Programming 3.10.1 Program Mobiles and Portables Motorola Responsibilities: • Program test mobiles and test portables with each template version and activate them on the system. • Pass all features and functionalities of the mobile and portable templates. • Once all templates are tested and approved by Weld County, Motorola requests written approval of template acceptance. • Program all the mobiles and portables, in accordance with Weld County-approved programming templates, client software, and fleetmap. 5000 estimated total count of combined mobiles and portables is included in this proposal. Final count of mobiles and portables is still to be determined. • The following guidelines are followed during programming: • A "one time only"programming charge is included in the project price. If a separate trip is necessary, such work will require updating the contract documents accordingly. • Inventory units delivered by Weld County to be programmed. Weld County Responsibilities: • Approve final templates and initiate programming. • Test and verify each feature selected. • Approve successful testing of each feature by initialing each test shown on the test script. • Provide adequate number of vehicles for mobile programming, according to the project schedule. • Provide adequate number of portables for programming, according to the project schedule. • Authorized signatory acknowledges inventory receipt of programmed units. Completion Criteria: • All mobiles and portables are programmed successfully and approved by Weld County. 3.10.2 Subscribers Programming Acceptance (Milestone) • All mobiles and portables are programmed successfully and accepted by Weld County. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-14 3.11 Finalize 3.11 .1 Cutover Motorola Responsibilities: • Motorola and Weld County develop finalize a mutually agreed upon cutover plan based upon discussions held during the CDR. • During cutover, follow the written plan and implement the defined contingencies, as required. • Conduct cutover meeting(s)with user group representatives to address both how to mitigate technical and communication problem impact to the users during cutover and during the general operation of the system. Weld County Responsibilities: • Attend cutover meetings and approve the cutover plan. • Notify the user group(s) affected by the cutover(date and time). • Conduct a roll call of all users working during the cutover, in an organized and methodical manner. • Ensure that all Subscriber have been activated on the system. • Provide Motorola with the subscriber information for input into the system database, for activation. Completion Criteria: • Successful migration from the old system to the new system. 3.11 .2 Resolve Punchlist Motorola Responsibilities: • Work with Weld County to resolve punchlist items, documented during the Acceptance Testing phase, in order to meet all the criteria for final system acceptance. Weld County Responsibilities: • Assist Motorola with resolution of identified punchlist items by providing support, such as access to the sites, equipment and system, and approval of the resolved punchlist item(s). Completion Criteria: • All punchlist items resolved and approved by Weld County. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-15 3.11 .3 Transition to Service/Project Transition Certificate Motorola Responsibilities: • Review the items necessary for transitioning the project to warranty support and service • Provide a Weld County Support Plan detailing the warranty and post warranty support, if applicable, associated with the Contract equipment. • Provide additional information regarding post warranty support, included in the Warranty/Post Warranty section of this document. Weld County Responsibilities: • Participate in the Transition Service/Project Transition Certificate(PTC)process. Completion Criteria: • All service information has been delivered and approved by Weld County. 3.11 .4 Finalize Documentation Motorola Responsibilities: • Provide an electronic as-built system manual on a Compact Disk(CD). The documentation will include the following: • System Level Diagram • Site Block Diagrams • Site Equipment Rack Configurations • Antenna Network Drawings for RF Sites(where applicable) • ATP Test Checklists • Functional Acceptance Test Plan test sheets and results • Equipment Inventory List • Maintenance Manuals (where applicable) • Technical Service Manuals (where applicable) Drawings are created utilizing AutoCAD design software and will be delivered in Adobe PDF format. All other system manual documents converted from native format to Adobe PDF format to be included on the System Manual CD. Weld County Responsibilities: • Receive and approve all documentation provided by Motorola. Completion Criteria: • All required documentation is provided and approved by Weld County. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast August• to the restrictions on the title page 30,2011 Statement of Work 3-16 3.11 .5 Final Acceptance (Milestone) • All deliverables completed, as contractually required. • Final System Acceptance received from Weld County. 3.12 Project Administration 3.12.1 Project Status Meetings Motorola Responsibilities: • Motorola Project Manager, or designee, will attend all project status meetings with Weld County, as determined during the CDR. • Record the meeting minutes and supply the report. • The agenda will include the following: • Overall project status compared to the Project Schedule. • Product or service related issues that may affect the Project Schedule. • Status of the action items and the responsibilities associated with them, in accordance with the Project Schedule. • Any miscellaneous concerns of either Weld County or Motorola. Weld County Responsibilities: • Attend meetings. • Respond to issues in a timely manner. Completion Criteria: • Completion of the meetings and submission of meeting minutes. 3.12.2 Progress Milestone Submittal Motorola Responsibilities: • Submit progress (non-payment)milestone completion certificate/documentation. Weld County Responsibilities: • Approve milestone, which will signify confirmation of completion of the work associated with the scheduled task. Completion Criteria: • Weld County approval of the Milestone Completion document(s). Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-17 3.12.3 Change Order Process CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Statement of Work 3-18 A. Section 4. Project Schedule Project Schedule is included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Project Schedule 4-1 CO • N d • a N n C LL Y N U � N .O a N > Z � u 1 O O 2 W c ro d' c O W ; d m » c 'b N ri n E o W• *11m Q N ca U O m m co ._ M q 6 c O t o n y a m I- E m m OV u > C7 v m m c E j o a m 6` c c d a m c m w a o m 16 a ✓o u @ a m co c 9 c w E 0 0 0 Q 'u 11111 0J N m O M Section 5. Acceptance Test Plan Wide Area Trunking Features VERSION #1.120 S. TEST Step 1. Set the Site Access Denial Flag to Either via the User Configuration Manager (UCM). 1. DESCRIPTION Step 2. Cycle power to the radios to force them to The User Configuration Manager(UCM)can be affiliate,this will clear any site denials used to limit radio or talkgroup access to they may hold in memory. selected valid sites. Control can be exercised to Step 3. Initiate a TALKGROUP 1 call from restrict radio users or talkgroups to certain sites, RADIO-2. Verify that RADIO-2 is or to steer radio activity away from smaller sites allowed to make the TALKGROUP 1 in an effort to avoid busies. UCM flags establish call. which sites are valid for each individual radio Step 4. Set SITE 2 to be a non-valid site for user, talkgroup and multigroup. An overall Site RADIO-2 through the UCM. Access Denial flag for the system governs how Step 5. Initiate a TALKGROUP 1 call from these radio and talkgroup settings affect the RADIO-2.Verify that RADIO-2 receives affiliation or rejection of radios to individual sites. a reject, and roams to a valid site. Once a subscriber unit has been denied at a RADIO-2 is not allowed to make the site, it will not attempt to access that site unless TALKGROUP 1 call from SITE 2 since power is cycled or the user changes talkgroups. RADIO-2 is no longer valid at SITE 2. Four possible values for the Site Access Denial Step 6. Switch RADIO-1 to TALKGROUP 2. flag exist: Individual Only, Talkgroup Only, Step 7. Initiate a TALKGROUP 2 call from Either, or Both. RADIO-3.Verify that RADIO-3 is "Either"Site Access Denial indicates that a radio allowed to make the TALKGROUP 2 will not be allowed to affiliate to a site if either call. the radio user or affiliated talkgroup does not Step 8. Set SITE 2 to be a non-valid site for have access to that site. TALKGROUP 2. NOTE: Site Denial flags are not cleared from the Step 9. Initiate a TALKGROUP 2 call from subscriber until the power is cycled or the RADIO-3. Verify that RADIO-3 receives talkgroup is changed. a reject, and roams to a valid site. RADIO-3 is not allowed to make the SETUP TALKGROUP 2 call from SITE 2 since TALKGROUP 2 is no longer valid at RADIO-1 -TALKGROUP 1 SITE 2. RADIO-1 -SITE-SITE 1 RADIO-2 -TALKGROUP 1 RADIO-2-SITE-SITE 2 RADIO-3-TALKGROUP 2 Pass Fail RADIO-3-SITE-SITE 2 — Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-1 Wide Area Trunking Features 2. TEST Step 1. Ensure that the priority level for all talkgroups is the same. Simulate a busy system by disabling all channels at SITE 1 with the exception of the control 1. DESCRIPTION channel and one voice channel. Step 2. Press and hold the PTT switch of RADIO- A recent user of the channel has priority over 1. other users of equal priority of being assigned a channel when a busy queue exists. The Step 3. Press the PTT switch on RADIO-2.Verify maximum number of consecutive times that a that the radio receives a busy tone. user may be elevated to recent user priority is two. Step 4. Press the PTT switch on RADIO-3.Verify that the radio receives a busy tone. Note: Timing is critical for this test, it is recommended that the test be read through and Step 5. Release the PTT switch on RADIO-1. understood before attempting to complete. Step 6. As soon as RADIO-2 receives its callback tone, press and hold its PTT switch. SETUP Step 7. Within 2 seconds of callback, re-key RADIO-1.Verify that RADIO-1 receives RADIO-1 -TALKGROUP 1 a busy tone. Release the PTT switch on RADIO-1 -SITE-SITE 1 RADIO-1. RADIO-2-TALKGROUP 2 RADIO-2-SITE-SITE 1 Step 8. Release the PTT switch on RADIO-2. RADIO-3-TALKGROUP 3 Verify that RADIO-1 receives a callback RADIO-3-SITE- SITE 1 tone before RADIO-3. Step 9. Repeat Steps 2-8. Verify that the priority VERSION #1.240 of RADIO-1 is once more elevated in the busy queue. Step 10. Repeat Steps 2-8 once more. Verify that in Step 9 that RADIO-3 receives the callback tone since RADIO- 1 cannot be elevated in the busy queue more than two consecutive times. Pass Fail_ Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-2 Wide Area Trunking Features 2. TEST Step 1. Verify the emergency type for TALKGROUP l's template is set up as Top of Queue. Step 2. Simulate a busy system by disabling all 1. DESCRIPTION channels at SITE 1 with the exception of the control channel and one voice channel. Users in life threatening situations can use the Emergency button on the radio to immediately Step 3. Press the PTT to initiate a call with send a signal to the dispatcher and be assigned RADIO-3 and hold the PTT switch until the next available voice channel. An Emergency instructed to release. Call can be set to either Top of Queue or Ruthless Preemption operation. During an Step 4. Key RADIO-4 and verify the radio receives emergency call the Emergency ID will appear on a busy tone. Release the PTT switch on the display of the subscribers. To demonstrate RADIO-4. this, an Emergency Alarm and Call will be initiated from a subscriber which will be received Step 5. Using RADIO-1 send an Emergency Call by a subscriber on the same talkgroup, affiliated by depressing the emergency switch at any site of any zone in the system. and then the PTT switch. NOTE: If the subscriber does not have the Step 6. Observe that RADIO-1 cannot transmit Display option, the Emergency ID will not be due to the voice channel being busy. displayed. Step 7. Release the PTT switch on RADIO-3. SETUP Step 8. Observe that RADIO-1 receives the call back before RADIO-4 and is able to proceed with the call.Also observe that RADIO-1 -TALKGROUP 1 the display on RADIO-2 denotes an RADIO-1 -SITE-SITE 1 emergency and the unit ID or alias of RADIO-2-TALKGROUP 1 RADIO-1. RADIO-2-SITE -Any Site RADIO-3-TALKGROUP 2 Step 9. Dekey RADIO-1 and end the Emergency RADIO-3-SITE-SITE 1 Call by holding down the Emergency RADIO-4-TALKGROUP 3 button on RADIO-1 until an alert tone RADIO-4-SITE-SITE 1 sounds. Verify RADIO-1 returns to normal operation and that RADIO-4 All radios and talkgroups should start with receives a callback. default priorities. Default is 10. Step 10. Return the system to normal operation by enabling all the channels at VERSION #1.210 SITE 1. Pass Fail_ Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-3 Wide Area Trunking Features 2. TEST Step 1. Turn OFF RADIO-1. Step 2. Initiate a Talkgroup Call using RADIO-2 and verify RADIO-3 hears the audio. 1. DESCRIPTION Step 3. While the Talkgroup Call is in progress, turn ON RADIO-1. When a talkgroup is assigned a voice channel, the site controller continues to transmit the Step 4. Observe RADIO-1,which was just brought channel assignment on the control channel for back into service,joins the Talkgroup the duration of the talkgroup call. Radios coming Call already in progress. into use on the system are automatically sent to voice channels with conversations in progress Step 5. End the talkgroup call. involving their selected talkgroups. Step 6. Switch RADIO-1 to another talkgroup. SETUP Step 7. Initiate a Talkgroup Call from RADIO-2 to RADIO-3. RADIO-1 -TALKGROUP 1 Step 8. While the Talkgroup Call is in progress, RADIO-2-TALKGROUP 1 set RADIO-1 back to TALKGROUP 1. RADIO-3-TALKGROUP 1 Step 9. Observe that RADIO-1 joins the Talkgroup Call already in progress. VERSION #1.080 Pass_ Fail_ Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-4 Wide Area Trunking Features 2. TEST Step 1. Simulate a busy system by disabling all channels at SITE 1 with the exception of the control channel and one voice channel. 1. DESCRIPTION Step 2. Verify the priority level for TALKGROUP 6's template as priority 9. If no voice channel resources are available, Step 3. Initiate a Talkgroup Call with RADIO-1. radios requesting channels for new Keep this call in progress until instructed conversations are placed in a queue. Users of to end the call. the same priority will move through the queue in a FIFO (first in,first out)sequence; however, Step 4. Key RADIO-3 and observe that the radio users of higher priority will be inserted ahead of receives a busy. lower priority users in queue. When a voice channel becomes available,the Step 5. Key RADIO-2 and observe that the radio radio at the top of the busy queue gets a receives a busy. channel assignment and generates a callback tone. The callback tone alerts the user that a Step 6. End the Talkgroup Call established in channel assignment was made and transmitting Step 3. is now possible on the selected talkgroup. An Emergency Call has the highest priority at level Step 7. Observe RADIO-2 receives the first 1.The highest assignable priority is 2 and 10 is callback and can now make a call to the lowest. RADIO-4 upon receipt of the callback indication. NOTE: All radios and talkgroups should start with default priorities. Default is 10. Step 8. End the call between RADIO-2 and RADIO-4. SETUP Step 9. Observe RADIO-3 now receives a callback and can make a call upon receipt of the callback indication. RADIO-1 -TALKGROUP 1 RADIO-1 -SITE-SITE 1 Step 10. Return all the channels in the RADIO-2 -TALKGROUP 6 system to service. RADIO-2-SITE -SITE 1 RADIO-3-TALKGROUP 3 RADIO-3-SITE-SITE 1 Pass Fail_ RADIO-4-TALKGROUP 6 RADIO-4-SITE-Any Site VERSION #1.220 Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-5 Wide Area Trunking Features 2. TEST ■ Step 1. Initiate a Wide Area Call with RADIO-1 in TALKGROUP 1. 1. DESCRIPTION Step 2. Observe that only RADIO-2 will be able to monitor and respond to the call. Step 3. Initiate a Wide Area Call with RADIO-3 in The Talkgroup is the primary level of TALKGROUP 2. organization for communications on a trunked radio system. Radios with Talkgroup call Step 4. Observe that only RADIO-4 will be able to capability will be able to communicate with other monitor and respond the call. members of the same Talkgroup.This provides the effect of a private channel down to the Talkgroup level. This test will demonstrate that a Talkgroup transmission initiated by a radio user will only be heard by system users, which have, the same Talkgroup selected. As with other types of calls,Talkgroup calls can take place from anywhere in the system. SETUP RADIO-1 -TALKGROUP 1 RADIO-2 -TALKGROUP 1 RADIO-3-TALKGROUP 2 Pass_ Fail_ RADIO-4-TALKGROUP 2 VERSION #1.140 Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-6 Wide Area Trunking Features 2. TEST Step 1. Initiate a call on TALKGROUP 4 from RADIO-1 and verify RADIO-2 can hear the audio.Verify RADIO-3 does not hear the audio. 1. DESCRIPTION Step 2. Dekey RADIO-1. Step 3. Using RADIO-1, send an Emergency Call Users in life threatening situations can use the by depressing the emergency switch Emergency button on the radio to immediately and then the PTT switch. send a signal to the dispatcher and be assigned the next available voice channel.An Emergency Step 4. Observe the display on RADIO-3 denotes Call can be set to either Top of Queue or an emergency and the unit ID or alias of Ruthless Preemption operation. During an the unit sending the emergency and that emergency call the Emergency ID will appear on RADIO-3 can hear RADIO-1's audio. the display of the subscribers. To demonstrate this, an Emergency Alarm and Call will be Step 5. In addition observe that RADIO-2 cannot initiated from a subscriber which will be received hear RADIO-1's audio. by a subscriber affiliated at any site of any zone in the system. Step 6. Release the PTT switch on RADIO-1 and This test will demonstrate a subscriber has the end the Emergency Call by holding ability to revert to a specific talkgroup when an down the Emergency button. emergency is initiated. This is useful when the users have a designated talkgroup for handling emergencies. The revert talkgroup must be set in the subscriber via software. NOTE: If the subscriber does not have the Display option, the Emergency ID will not be displayed. SETUP Pass Fail— RADIO-1 -TALKGROUP 4 RADIO-2-TALKGROUP 4 RADIO-3-EMERGENCY TG * EMERGENCY TG is the talkgroup programmed for emergency reverts. VERSION #1.080 Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-7 M By their signatures below,the following witnesses certify they have observed the In-Field System Acceptance Test Procedures. Signatures WITNESS: Date: Please Print Name: Please Print Title: WITNESS: Date: Please Print Name: Please Print Title: WITNESS: Date: Please Print Name: Please Print Title: Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Acceptance Test Plan 5-8 Section 6. Warranty and Maintenance Plan Motorola has over 75 years of experience supporting mission critical communications for public safety and public service agencies. Motorola's technical and service professionals use a structured approach to life cycle service delivery and provide comprehensive maintenance and support throughout the life of the system. The value of support is measured by system availability, which is optimized through the use of proactive processes, such as preventive maintenance, fault monitoring and active response management. System availability is a function of having in place a support plan delivered by highly skilled support professionals,backed by proven processes, tools, and continuous training. THE MOTOROLA SERVICE DELIVERY TEAM Customer Support Manager Your Motorola Customer Support Manager provides coordination of support resources to enhance the quality of service delivery and to ensure your satisfaction. The Customer Support Manager(CSM) Motorola has proven experience to deliver is responsible to oversee the execution mission critical network support of the Warranty and Service Agreement - Extensive Experience—Motorola has over and ensure that Motorola meets its 70 years of experience supporting mission response and restoration cycle time critical communications and the Public commitments. The CSM will supervise Safety community. and manage the Motorola Authorized - Capacity to Respond— Motorola's network of local service centers, repair depots, Servicer's functions. system support center and parts support enable Motorola to provide quick and Motorola System Technologists effective service delivery. - Flexibility and Scalability — Motorola's The Motorola System Technologists Support Plans are customized to meet (ST) are available to assist Motorola's individual Customer needs. Authorized Servicers when needed for - Skills and Process—Motorola uses awell- network health and operations. well- established, structured, and disciplined approach to provide service delivery. Motorola's team of well-trained and Motorola System Support Center committed people understands the communications technology business. Located in Schaumburg, Illinois, the System Support Center(SSC) is a key component to the overall management and Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenance Plan 6-1 system maintenance. As detailed in this Customer Support Plan, the following services are provided by the System Support Center: • Network Monitoring • Dispatch Service • Infrastructure Repair with Advanced Replacement • Technical Support Motorola Local Service Provider Motorola's authorized service centers are staffed with trained and qualified technicians. They provide rapid response, repair,restoration, installations, removals, programming, and scheduled preventive maintenance tasks for site standards compliance and RF operability. Motorola's authorized service centers are assessed annually for technical and administrative competency. Motorola places great emphasis on ensuring that communications systems, such as the one proposed for Weld County, meet high standards for design, manufacture, and performance. To enhance the value of the communications system being acquired, Motorola offers customized warranty and post-warranty services as outlined in this section. 6.1 Warranty Services Motorola will provide warranty services per our standard warranty terms and conditions as outlined within the Communication Systems Agreement within this proposal. In addition to the Standard Commercial Warranty, the service products that comprise the Custom Warranty package are listed below along with a brief description. 6.1 .1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved,the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 0BWarranty and Maintenance Plan 6-2 6.1 .2 Network Monitoring Service Network Monitoring Service can help keep your network at optimum availability so it is ready to serve mission critical communications needs. By watching over the network continuously, Network Monitoring Service takes action whenever needed, and resolves network problems. We often intervene and correct the problem before you even know a problem exists. Network Monitoring Service provides improved productivity and enhanced network performance, which in turn helps to increase your technology Return-On-Investment. Using a combination of network monitoring software, automated alerts, and remote diagnostics inquiries, our System Support technologists actively monitor your network to maximize network uptime and overall preparedness...for the expected and unexpected. Upon receiving an alert, our team immediately performs a series of diagnostics to assess the problem. Often the situation can be resolved remotely,but when additional attention is required, local field technicians are dispatched immediately to your site to achieve restoration. Motorola's Network Monitoring service is a vital component of an intelligent communication support plan that keeps your business operating smoothly,your costs down, and assures maximum preparedness at all times. Specifically,Network Monitoring Service provides: • Improved network availability • Remote and timely resolution to minimize downtime • Cost efficiencies • Optimize time at site due to assessment and knowledge transfer before dispatch • Minimize unnecessary trips to site • Mitigate need for 24x7 operations monitoring center • Detailed Reports 6.1 .3 OnSite Infrastructure Response Motorola OnSite Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenance Plan 6-3 6.1 .4 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment • Remove dust and foreign substances • Clean filters • Measure, record, align and adjust equipment to meet original manufacturer's specifications This service is performed based on a schedule agreed upon between you and Motorola. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 6.1 .5 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola-manufactured equipment, as well as equipment from third-party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of-the-art, industry-standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our ISO9001 and TL9000- certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 6.1 .6 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center(SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenance Plan 6-4 Support service translates into measurable, customer-specific metrics for assured network performance and system availability. 6.2 Post Warranty Services (Year 2 thru 5) 6.2.1 Dispatch Service Motorola's Dispatch Service ensures that trained and qualified technicians are dispatched to diagnose and restore your communications network. Following proven response and restoration processes, the local authorized service center in your area is contacted and a qualified technician is sent to your site. An automated escalation and case management process is followed to ensure that technician site arrival and system restoration comply with contracted response and restore times. Once the issue has been resolved,the System Support Center verifies resolution and with your approval, closes the case. Activity records are also available to provide a comprehensive history of site performance, issues, and resolution. 6.2.2 Network Monitoring Service Network Monitoring Service can help keep your network at optimum availability so it is ready to serve mission critical communications needs. By watching over the network continuously, Network Monitoring Service takes action whenever needed, and resolves network problems. We often intervene and correct the problem before you even know a problem exists. Network Monitoring Service provides improved productivity and enhanced network performance,which in turn helps to increase your technology Return-On-Investment. Using a combination of network monitoring software, automated alerts, and remote diagnostics inquiries, our System Support technologists actively monitor your network to maximize network uptime and overall preparedness...for the expected and unexpected. Upon receiving an alert, our team immediately performs a series of diagnostics to assess the problem. Often the situation can be resolved remotely, but when additional attention is required, local field technicians are dispatched immediately to your site to achieve restoration. Motorola's Network Monitoring service is a vital component of an intelligent communication support plan that keeps your business operating smoothly, your costs down, and assures maximum preparedness at all times. Specifically,Network Monitoring Service provides: • Improved network availability • Remote and timely resolution to minimize downtime Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 OS Warranty and Maintenance Plan 6-5 • Cost efficiencies • Optimize time at site due to assessment and knowledge transfer before dispatch • Minimize unnecessary trips to site • Mitigate need for 24x7 operations monitoring center • Detailed Reports 6.2.3 OnSite Infrastructure Response Motorola OnSite Infrastructure Response provides local, trained and qualified technicians who arrive at your location to diagnose and restore your communications network. Following proven response and restore processes, Motorola Dispatch contacts the local authorized service center in your area and dispatches a qualified technician to your site. An automated escalation and case management process ensures that technician site arrival and system restoration comply with contracted response times. The field technician restores the system by performing first level troubleshooting on site. If the technician is unable to resolve the issue, the case is escalated to the System Support Center or product engineering teams as needed. 6.2.4 Network Preventative Maintenance Network Preventative Maintenance provides an operational test and alignment on your infrastructure or fixed network equipment to ensure that it meets original manufacturer's specifications. Trained technicians: • Physically inspect equipment • Remove dust and foreign substances • Clean filters • Measure, record, align and adjust equipment to meet original manufacturer's specifications This service is performed based on a schedule agreed upon between you and Motorola. Network Preventative Maintenance proactively detects issues that may result in system malfunctions and operational interruptions. 6.2.5 Infrastructure Repair Infrastructure Repair service provides for the repair of all Motorola-manufactured equipment, as well as equipment from third-party infrastructure vendors. All repair management is handled through a central location eliminating your need to send equipment to multiple locations. Comprehensive test labs replicate your network in order to reproduce and analyze the issue. State-of-the-art, industry-standard repair tools enable our technicians to troubleshoot, analyze, test, and repair your equipment. Our ISO9001 and TL9000- Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenance Plan 6-6 certified processes and methodologies ensure that your equipment is quickly returned maintaining the highest quality standards. Service agreements allow you to budget your maintenance costs on an annual basis. Equipment covered under service agreements also receives higher service priority, which results in quicker repair times. 6.2.6 Technical Support Service Motorola Technical Support service provides an additional layer of support through centralized, telephone consultation for issues that require a high level of communications network expertise and troubleshooting capabilities. Technical Support is delivered by the System Support Center(SSC). The SSC is staffed with trained, skilled technologists specializing in the diagnosis and swift resolution of network performance issues. These technologists have access to a solutions database as well as in house test labs and development engineers. Technical Support cases are continuously monitored against stringent inbound call management and case management standards to ensure rapid and consistent issue resolution. Technical Support service translates into measurable, customer-specific metrics for assured network performance and system availability. 6.3 Summary Whether it's a routine service call, or a disaster situation, Motorola understands its responsibility and takes pride in its commitment to deliver proven response service to the public safety community. Motorola has the capability to provide the technical, administrative, consultative, and maintenance repair services needed to support, enhance, and maintain the effectiveness of your communications network. Motorola's goal is to provide Weld County with the qualified resources, to maintain and improve system operation and availability, and to deliver world class service support. Motorola Confidential Restricted Weld County ® Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 OBWarranty and Maintenance Plan 6-7 M Section 7. Pricing Summary Motorola's pricing is based on the equipment and services defined for the Weld County 3 Site Simulcast with 1 IR Site System. The Statement of Work(SOW) describes the work to be performed for the installation, optimization, and testing of the system. The System Description defines the site equipment to be provided. System Pricing— Simulcast System 3 Site Simulcast with 1 IR Site equipment $1,867,392.00 Systems Implementation Services includes Project Management, System Engineering, Staging, Installation, Optimization, and Programming for 5000 subscribers $1,545,376.00 Total Price $3,412,768.00 2 thru 5 Year Extended Services—Simulcast System 2nd Year Services $120,406.00 3rd Year Services $124,019.00 4th Year Services $127,739.00 5`h Year Services $131,571.00 Total 2 thur 5 years Extended Services $503,735.00 Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Pricing Summary 7-1 M Section 8. Terms and Conditions Term and Conditions are included on the pages that follow. Motorola Confidential Restricted Weld County Use or disclosure of this proposal is Simulcast subject to the restrictions on the title page August 30,2011 Terms and Conditions 8-1 Communications System Agreement Motorola Solutions, Inc. ("Motorola") and ("Customer") enter into this "Agreement," pursuant to which Customer will purchase and Motorola will sell the System, as described below. Motorola and Customer may be referred to individually as a "Party" and collectively as the"Parties." For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between Exhibits A through E will be resolved in their listed order. Exhibit A Motorola "Software License Agreement" Exhibit B "Payment Schedule" Exhibit C "Technical and Implementation Documents" C-1 "System Description"dated C-2 "Equipment List"dated C-3 "Statement of Work"dated C-4 "Acceptance Test Plan"or"ATP"dated C-5 "Performance Schedule"dated Exhibit D Service Statement(s)of Work and"Service Terms and Conditions" (if applicable) Exhibit E "System Acceptance Certificate" Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Acceptance Test Plan. 2.2. "Administrative User Credentials"means an account that has total access over the operating system, files, end user accounts and passwords at either the System level or box level. Customer's personnel with access to the Administrative User Credentials may be referred to as the Administrative User. 2.3. "Beneficial Use" means when Customer first uses the System or a Subsystem for operational purposes (excluding training or testing). 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine-recognizable form, and is marked, designated, or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential at the time of disclosure and is confirmed in writing within thirty(30)days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.5. "Contract Price" means the price for the System, excluding applicable sales or similar taxes and freight charges. 2.6. "Effective Date" means that date upon which the last Party executes this Agreement. 2.7. "Equipment" means the equipment that Customer purchases from Motorola under this Agreement. Equipment that is part of the System is described in the Equipment List. Motorola.CSA.FINAL.12.31.10.revision.doc 1 Motorola Contract No. 2.8. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes,war, and riots). 2.9. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.10. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.11. "Non-Motorola Software"means Software that another party owns. 2.12. "Open Source Software" (also called "freeware"or"shareware")means software with either freely obtainable source code, license for modification, or permission for free distribution. 2.13. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to the Equipment and Software, including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.14. "Software" means the Motorola Software and Non-Motorola Software, in object code format that is furnished with the System or Equipment. 2.15. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.16. "Subsystem" means a major part of the System that performs specific functions or operations. Subsystems are described in the Technical and Implementation Documents. 2.17. "System" means the Equipment, Software, and incidental hardware and materials that are combined together into an integrated system; the System is described in the Technical and Implementation Documents. 2.18. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.19. "Warranty Period" means one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide, install and test the System, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. If a requested change causes an increase or decrease in the cost or time required to perform this Agreement, the Parties will agree to an equitable adjustment of the Contract Price, Performance Schedule, or both, and will reflect the adjustment in a change order. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. 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 Effective Date and continues until the date of Final Project Acceptance or expiration of the Warranty Period, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. For three (3) years after the Effective Date, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary Motorola.CSA.FINAL.12.31.10.revision.doc 2 Motorola Contract No. terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, passage of title and risk of loss to Equipment, warranty commencement, and payment terms) will govern the purchase and sale of the additional Equipment or Software. Title and risk of loss to additional Equipment will pass at shipment, warranty will commence upon delivery, and payment is due within twenty(20)days after the invoice date. Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online ("MOL"), and this Agreement will be the "Underlying Agreement" for those MOL transactions rather than the MOL On-Line Terms and Conditions of Sale. MOL registration and other information may be found at http://www.motorola.com/businessandgovernment/and the MOL telephone number is (800)814-0601. 3.5. MAINTENANCE SERVICE. 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 Statement of Work set forth in Exhibit D. Those services and support are included in the Contract Price. If Customer wishes to purchase additional maintenance and support services for the Equipment during the Warranty Period, or any maintenance and support services for the Equipment either during the Warranty Period or after the Warranty Period, the description of and pricing for the services will be set forth in a separate document. If Customer wishes to purchase extended support for the Motorola Software after the Warranty Period, it may do so by ordering software subscription services. Unless otherwise agreed by the parties in writing, the terms and conditions applicable to those maintenance, support or software subscription services will be Motorola's standard Service Terms and Conditions, together with the appropriate statements of work. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON-MOTOROLA SOFTWARE. Any Non-Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Non-Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. SUBSTITUTIONS. At no additional cost to Customer, Motorola may substitute any Equipment, Software, or services to be provided by Motorola, if the substitute meets or exceeds the Specifications and is of equivalent or better quality to the Customer. Any substitution will be reflected in a change order. 3.9. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1)year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Seller which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, Motorola.CSA.FINAL.12.31.10.revision.doc 3 Motorola Contract No. payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in accordance with the Performance Schedule. By executing this Agreement, Customer authorizes Motorola to proceed with contract performance. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is$ . If applicable, a pricing summary is included with the Payment Schedule. Motorola has priced the services, Software, and Equipment as an integrated system. A reduction in Software or Equipment quantities, or services, may affect the overall Contract Price, including discounts if applicable. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer according to the Payment Schedule. Except for a payment that is due on the Effective Date, Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For reference, the Federal Tax Identification Number for Motorola Solutions, Inc. is 36-1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre-pay and add all freight charges to the invoices. Title to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Risk of loss will pass to Customer upon delivery of the Equipment to the Customer. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: The address which is the ultimate destination where the Equipment will be delivered to Customer is: The Equipment will be shipped to the Customer at the following address (insert if this information is known): Customer may change this information by giving written notice to Motorola. Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. In addition to its responsibilities described elsewhere in this Agreement, Customer will provide a designated project manager; all necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites and mounting locations; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Statement of Work. If the Statement of Work so indicates, Motorola may assist Customer in the local building permit process. 6.2. SITE CONDITIONS. Customer will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space; air conditioning and other environmental conditions; adequate and appropriate electrical Motorola.CSA.FINAL.12.31.10.revision.doc 4 Motorola Contract No. power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Equipment or Software at a work site, Motorola may inspect the work site and advise Customer of any apparent deficiencies or non-conformities with the requirements of this Section. This Agreement is predicated upon normal soil conditions as defined by the version of E.I.A. standard RS-222 in effect on the Effective Date. 6.3. SITE ISSUES. If a Party determines that the sites identified in the Technical and Implementation Documents are no longer available or desired, or if subsurface, structural, adverse environmental or latent conditions at any site differ from those indicated in the Technical and Implementation Documents, the Parties will promptly investigate the conditions and will select replacement sites or adjust the installation plans and specifications as necessary. If change in sites or adjustment to the installation plans and specifications causes a change in the cost or time to perform, the Parties will equitably amend the Contract Price, Performance Schedule, or both, by a change order. Section 7 TRAINING Any training to be provided by Motorola to Customer will be described in the Statement of Work. Customer will notify Motorola immediately if a date change for a scheduled training program is required. If Motorola incurs additional costs because Customer reschedules a training program less than thirty (30) days before its scheduled start date, Motorola may recover these additional costs. Section 8 SYSTEM ACCEPTANCE 8.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Customer at least ten (10) days notice before the Acceptance Tests commence. System testing will occur only in accordance with the Acceptance Test Plan. 8.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, the Parties will memorialize this event by promptly executing a System Acceptance Certificate. If the Acceptance Test Plan includes separate tests for individual Subsystems or phases of the System, acceptance of the individual Subsystem or phase will occur upon the successful completion of the Acceptance Tests for the Subsystem or phase, and the Parties will promptly execute an acceptance certificate for the Subsystem or phase. If Customer believes the System has failed the completed Acceptance Tests, Customer will provide to Motorola a written notice that includes the specific details of the failure. If Customer does not provide to Motorola a failure notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance or Subsystem acceptance, but will be corrected according to a mutually agreed schedule. 8.3. BENEFICIAL USE. Customer acknowledges that Motorola's ability to perform its implementation and testing responsibilities may be impeded if Customer begins using the System before System Acceptance. Therefore, Customer will not commence Beneficial Use before System Acceptance without Motorola's prior written authorization, which will not be unreasonably withheld. Motorola is not responsible for System performance deficiencies that occur during unauthorized Beneficial Use. Upon commencement of Beneficial Use, Customer assumes responsibility for the use and operation of the System. 8.4 FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance when all deliverables and other work have been completed. When Final Project Acceptance occurs, the parties will promptly memorialize this final event by so indicating on the System Acceptance Certificate. Section 9 REPRESENTATIONS AND WARRANTIES 9.1. SYSTEM FUNCTIONALITY. Motorola represents that the System will perform in accordance with the Specifications in all material respects. Upon System Acceptance or Beneficial Use, whichever Motorola.CSA.FINAL.12.31.10.revision.doc 5 Motorola Contract No. occurs first, this System functionality representation is fulfilled. Motorola is not responsible for System performance deficiencies that are caused by ancillary equipment not furnished by Motorola which is attached to or used in connection with the System or for reasons or parties beyond Motorola's control, such as natural causes; the construction of a building that adversely affects the microwave path reliability or radio frequency (RF) coverage; the addition of frequencies at System sites that cause RF interference or intermodulation; or Customer changes to load usage or configuration outside the Specifications. 9.2. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. If System Acceptance is delayed beyond six (6) months after shipment of the Equipment by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Equipment. 9.3. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of this Section 9 that are applicable to the Motorola Software. If System Acceptance is delayed beyond six (6) months after shipment of the Motorola Software by events or causes within Customer's control, this warranty expires eighteen (18) months after the shipment of the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 9.4. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii)normal or customary wear and tear. 9.5. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable warranty period. All replaced products or parts will become the property of Motorola. 9.6. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the System for commercial, industrial, or governmental use only, and are not assignable or transferable. 9.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DELAYS Motorola.CSA.FINAL.12.31.10.revision.doc 6 Motorola Contract No. 10.1. FORCE MAJEURE. Neither Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. 10.2. PERFORMANCE SCHEDULE DELAYS CAUSED BY CUSTOMER. If Customer (including its other contractors)delays the Performance Schedule, it will make the promised payments according to the Payment Schedule as if no delay occurred; and the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and standby time calculated at then current rates; and preparing and implementing an alternative implementation plan. Section 11 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute"). 11.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the System is installed. 11.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10)days from the Notice of Dispute,the Parties will proceed to mediation. 11.3 MEDIATION. The Parties will choose an independent mediator within thirty (30)days of a notice to mediate from either Party ("Notice of Mediation"). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 11.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the System is installed. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 11.5. CONFIDENTIALITY. All communications pursuant to subsections 11.2 and 11.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 12 DEFAULT AND TERMINATION 12.1 DEFAULT BY A PARTY. 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 a Force Majeure causes the failure) and may assert a default claim by giving the non-performing Party a written and detailed notice of default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days Motorola.CSA.FINAL.12.31.10.revision.doc 7 Motorola Contract No. 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 Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. 12.2. FAILURE TO CURE. If a defaulting Party fails to cure the default as provided above in Section 12.1, 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 Customer is the non-defaulting Party, terminates this Agreement as permitted by this Section, and completes the System through a third Party, Customer 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. Customer will mitigate damages and provide Motorola with detailed invoices substantiating the charges. Section 13 INDEMNIFICATION 13.1. GENERAL INDEMNITY BY MOTOROLA. Motorola will indemnify and hold Customer harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Customer to the extent it is caused by the negligence of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, if Customer gives Motorola prompt, written notice of any the claim or suit. Customer will cooperate with Motorola in its defense or settlement of the claim or suit. This section sets forth the full extent of Motorola's general indemnification of Customer from liabilities that are in any way related to Motorola's performance under this Agreement. 13.2. GENERAL INDEMNITY BY CUSTOMER. Customer will indemnify and hold Motorola harmless from any and all liability, expense, judgment, suit, cause of action, or demand for personal injury, death, or direct damage to tangible property which may accrue against Motorola to the extent it is caused by the negligence of Customer, its other contractors, or their employees or agents, while performing their duties under this Agreement, if Motorola gives Customer prompt, written notice of any the claim or suit. Motorola will cooperate with Customer in its defense or settlement of the claim or suit. This section sets forth the full extent of Customer's general indemnification of Motorola from liabilities that are in any way related to Customer's performance under this Agreement. 13.3. PATENT AND COPYRIGHT INFRINGEMENT. 13.3.1. 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 ("Motorola Product") directly infringes a United States patent or copyright ("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. In addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 13.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer 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 Customer a credit for the Motorola Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 13.3.3. 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 Motorola.CSA.FINAL.12.31.10.revision.doc 8 Motorola Contract No. or used in connection with the Motorola Product; (c) Motorola Product designed or manufactured in accordance with Customer'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 Customer 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 Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Motorola Product. 13.3.4. This Section 13 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer 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 13 are subject to and limited by the restrictions set forth in Section 14. Section 14 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1)year after the accrual of the cause of action, except for money due upon an open account. Section 15 CONFIDENTIALITY AND PROPRIETARY RIGHTS 15.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the parties may provide each other with Confidential Information. Each Party will: maintain the confidentiality of the other Party's Confidential Information and not disclose it to any third party, except as authorized by the disclosing Party in writing or as required by a court of competent jurisdiction; restrict disclosure of the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these precautions will be at least the same degree of care that the receiving Party applies to its own confidential information and will not be less than reasonable care; and use the Confidential Information only in furtherance of the performance of this Agreement. Confidential Information is and will at all times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential Information is given or intended, including any express or implied license, other than the limited right of the recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement. 15.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola Motorola.CSA.FINAL.12.31.10.revision.doc 9 Motorola Contract No. does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Section 16 GENERAL 16.1. TAXES. The Contract Price does not include any excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 16.2. ASSIGNABILITY AND SUBCONTRACTING. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a "Separated Business"), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a "Separation Event"), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 16.3 WAIVER. Failure or delay by either Party to exercise a right or power under this Agreement will not be 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. 16.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable,that part will be severed and the remainder of this Agreement will continue in full force and effect. 16.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 16.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 16.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. Motorola.CSA.FINAL.12.31.10.revision.doc 10 Motorola Contract No. 16.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Motorola Solutions, Inc. Customer: Attn: Law Department Attn: 1301 East Algonquin Rd. Schaumburg, IL 60196 fax: 16.9. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Customer will obtain and comply with all Federal Communications Commission ("FCC") licenses and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 16.10. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 16.11. ADMINISTRATOR LEVEL ACCOUNT ACCESS. Motorola will provide Customer with Administrative User Credentials. Customer agrees to only grant Administrative User Credentials to those personnel with the training or experience to correctly use the access. Customer is responsible for protecting Administrative User Credentials from disclosure and maintaining Credential validity by, among other things, updating passwords when required. Customer may be asked to provide valid Administrative User Credentials when in contact with Motorola System support. Customer understands that changes made as the Administrative User can significantly impact the performance of the System. Customer 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 Customer and Customer will pay Motorola on a time and materials basis for resolving the issue. 16.12. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software); Section 3.7 (Non-Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 11 (Disputes); Section 14 (Limitation of Liability); and Section 15 (Confidentiality and Proprietary Rights); and all of the General provisions in Section 16. The Parties hereby enter into this Agreement as of the Effective Date. Motorola Solutions, Inc. Customer By: By: Name: Name: Title: Title: Date: Date: Motorola.CSA.FINAL.12.31.10.revision.doc 11 Motorola Contract No. Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ("Agreement") is between Motorola Solutions, 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. 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 Motorola.CSA.FINAL.12.31.10.revision.doc 12 Motorola Contract No. 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 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 information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Motorola.CSA.FINAL.12.31.10.revision.doc 13 Motorola Contract No. 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 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 Motorola.CSA.FINAL.12.31.10.revision.doc 14 Motorola Contract No. FLASHport®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 Govemment 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. 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 The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Notices are described in the Primary Agreement. Motorola.CSA.FINAL.12.31.10.revision.doc 15 Motorola Contract No. 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 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. Motorola.CSA.FINAL.12.31.10.revision.doc 16 Motorola Contract No. Exhibit B Payment Schedule Except for a payment that is due on the Effective date, Customer will make payments to Motorola Solutions within twenty(20)days after the date of each invoice. Customer will make payments when due in the form of a check, cashier's check, or wire transfer drawn on a U.S. financial institution and in accordance with the following milestones. 1. 30%due upon contract execution; 2. 40%of the Contract Price upon shipment of equipment; 3. 20%of the Contract Price upon completion of installation; 4. 10% of the Contract Price upon final acceptance; Motorola Solutions reserves the right to make partial shipments of equipment and to request payment upon shipment of such equipment. In addition, Motorola Solutions reserves the right to invoice for installations or civil work completed on a site-by-site basis,when applicable. Motorola.CSA.FINAL.12.31.10.revision.doc 17 Motorola Contract No. Exhibit E System Acceptance Certificate Customer Name: Project Name: This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Customer acknowledge that: 1. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Customer has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Customer Representative: Motorola Representative: Signature: Signature: Print Name: Print Name: Title: Title: Date: Date: Motorola.CSA.FINAL.12.31.10.revision.doc 18 Motorola Contract No. Hello