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R07-074 II 1 2 3 4 5 6 7 8 9 10 RESOLUTION NO. R07- 07 '-I A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING EXECUTION OF A RECONFIGURATION PLANNING PHASE AGREEMENT WITH MOTOROLA, INC; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, in 2004 the Federal Communication Commission issued an order that 11 frequency allocations in the 800 MHz band be reconfigured in order to insure that cell phone 12 companies using the frequency do not interfere with public safety and local government 13 subscribers using adjoining frequencies in the same band; and 14 WHEREAS, pursuant to that Order certain licensees of 800 MHz channels in public 15 safety or other systems must relinquish their existing channels and relocate their systems to 16 other licensed channels (Replacement Channels) and Nextel must relinquish some of its 17 existing channels and provide and pay relocation funds to enable affected licensees to relocate 18 their system onto Replacement Channels and reconfigure their systems so that they are 19 comparable facilities; and 20 NOW, THEREFORE, BE IT RESOLVED BY THE CITY 21 COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA THAT: 22 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 23 being true and correct and are hereby made a specific part of this Resolution upon adoption 24 hereof. 25 Section 2. The City Commission of the City of Boynton Beach, Florida does 26 hereby authorize execution of the Reconfiguration Planning Phase Agreement with Motorola, 27 Inc., to provide for the reconfiguration planning phase of the re-banding of public safety S:ICAIRESO\AgreementsIReconfiguration Planning Phase Agreement - Motorola.doc II I radios and the replacement of those hand-held units utilized by other components of city 2 government, a copy of which is attached hereto as Exhibit "A". 3 Section 3. This Resolution shall take effect immediately upon passage. 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 PASSED AND ADOPTED this ~ day of July, 2007. ATTEST: -- "- -.. -"-------. .R~ S:ICAIRESO\AgreementsIReconfiguration Planning Phase Agreement - Motorola.doc Reconfiguration Planning Phase Agreement (Planning Phase Services Only; No Equipment, Software, or Implementation Phase Services) Motorola, Inc. ("Motorola") and Boynton Beach, Florida ("Licensee"), whose main address is 100 East Boynton Beach Boulevard, Boynton Beach, FL 33425, enter into this Reconfiguration Planning Phase Agreement ("Agreement"), pursuant to which Licensee will purchase and Motorola will sell the Reconfiguration Planning Phase services described below. Motorola and Licensee may be referred to individually as a "Party" and collectively as the "Parties." This Agreement is made with reference to the following recitals. A. On August 6, 2004, the FCC issued Report and Order FCC 04-168 that modified its rules governing the 800 MHz band to minimize harmful interference to public safety communications systems. On December 22,2004, the FCC issued a Supplemental Order and Order on Reconsideration FCC 04-294. The August 6 and December 22, 2004 orders, and any supplemental orders the FCC issues, are collectively referred to as the "Order." B. Pursuant to the Order, certain licensees of 800 MHz channels used in public safety or other systems must relinquish their existing channels and relocate their systems to other licensed channels ("Replacement Channels"); and Nextel must relinquish some of its existing channels and must provide and pay relocation funds ("Relocation Funds") to enable affected licensees to relocate their systems onto Replacement Channels and reconfigure their systems so that they are "Comparable Facilities" (as defined below). C. The FCC has appointed a Transition Administrator ("T A") to assure that the rebanding initiative proceeds on schedule and in a planned and coordinated manner so that disruption to a licensee's system is minimized. In the TA's published "Reconfiguration Handbook," the two major phases to accomplish the reconfiguration are described as the "Reconfiguration Planning Phase" and the "Reconfiguration Implementation Phase." D. Licensee has selected Motorola to provide Reconfiguration Planning Phase services. For good and valuable consideration, the Parties agree as follows: Section 1 DEFINITIONS In addition to the defined terms above, capitalized terms in this Agreement have the following meanings: 1.1. "Comparable Facilities" means the Licensee's System (including the subscriber radio equipment) have the same operational capabilities that existed before relocation, specifically (1) equivalent channel capacity; (2) equivalent signaling capacity, baud rate, and access time; (3) coextensive geographical coverage; and (4) equivalent operating costs. 1.2. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine- recognizable form, and is marked, designated, labeled 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 or proprietary 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 or negligent act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is, or subsequently becomes, rightfully and without breach of this Agreement, of any other agreement between the Parties or of any applicable protective or similar order, 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. Notwithstanding the foregoing, Motorola recognizes that Licensee is a governmental entity which is subject to the Public Records Law governing the production of records pursuant to Florida Statutes, Section 119.07. Information which is not exempt from disclosure and is required to be, and actually is, disclosed by Licensee, under such law or any resulting judicial order shall be considered excepted from such obligations of confidential treatment, subject to the provisions of section 9.1.3 herein. The Parties do not contemplate Licensee undertaking any obligations with respect to Confidential Information which are inconsistent with such law, nor does this Agreement waive, reduce, or nullify any protections or exemptions accorded Motorola Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 Confidential Information from disclosure under any provision of such law or other Florida law. All usage of the term "Confidential Information" in this Agreement shall be deemed to include these qualifications. 1.3. "Contract Price" means the price for the selected Reconfiguration Planning Phase services, excluding any applicable sales or similar taxes. 1.4. "Customer Suitability Assessment" means the initial assessment services performed by Motorola to determine whether Licensee's System (infrastructure) is suitable for updating using the Motorola Software that has been especially modified for purposes of the 800 MHz band reconfiguration. 1.5. "Effective Date" means that date upon which all Parties have executed this Agreement. 1.6. "Force Majeure" means an event, circumstance, or act of a third party (including Nextel and the T A) that is beyond a Party's reasonable control. An act of God, the public enemy, a government entity, or another party (including another party's failure to comply with the Order ); strikes or other labor disturbances; general unavailability of necessary materials; hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots are examples of a Force Majeure. 1.7. "Motorola Software" means software in object code format that Motorola or its affiliated company owns, including any releases or software kits to reprogram radios. This Agreement does not involve any source code. 1.8. "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 any documents delivered by Motorola under this Agreement or any Motorola Software or equipment. 1.9. "Reconfiguration Planning Phase Services" means those services to be provided by Motorola to Licensee under this Agreement; these services are described in the Statement of Work. 1.10. "Statement of Work" means the description of the work to be performed under this Agreement by the Parties. The Statement of Work is set forth in Attachment A-2 and is incorporated herein by this reference. 1.11. "System" means the hardware and software products that comprise the Licensee's existing 800 MHz radio communications system. Section 2 SCOPE OF PLANNING PHASE SERVICES 2.1. SCOPE OF WORK. The Parties will perform their respective contractual responsibilities in accordance with this Agreement. Any changes to this Agreement, including changes to the Statement of Work, must be in writing and executed by both Parties. This Agreement sets forth the Parties' rights and responsibilities with respect to each other concerning the agreed Reconfiguration Planning Phase activities only, and not the Reconfiguration Implementation Phase activities (which, if applicable, will be governed by a separate Reconfiguration Implementation Phase Agreement). Specifically, this Agreement does not involve the provision by Motorola of any equipment, hardware, or software, or any services to reconfigure the System or any part of it. This Agreement sets forth the Parties' rights and responsibilities with respect to each other concerning only those Reconfiguration Planning Phase activities covered by the Order, and not the sale of products or services (or any other activities) that are not part of the 800 MHz Band Reconfiguration process. If the Parties wish to contract for these other activities, they will do so pursuant to a separate contract. 2.2. MOTOROLA RESPONSIBILITIES. Motorola will provide the Reconfiguration Planning Phase Services as described in the Statement of Work. 2.3. LICENSEE RESPONSIBILITIES. At the appropriate time, Licensee will submit its Request for Planning Funding, any required certifications, and any amendments thereto (if applicable) to Nextel and the TA. For the limited purpose of assisting Nextel and the TA to evaluate Licensee's Request for Planning Funding, Motorola authorizes Licensee to (and Licensee will) provide to the TA and Nextel a copy of this Agreement, including the exhibits and pricing, but such information is and remains Motorola Confidential and Proprietary as provided below Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 2 in Section 9. Licensee will employ reasonable efforts to assist Motorola in providing the Reconfiguration Planning Phase services, and will provide reasonable access to Licensee's equipment, facilities, personnel and relevant information. Licensee will designate a point of contact person. 2.4. LICENSEE-NEXTEL RELATIONSHIP. The TA's Reconfiguration Handbook indicates that Licensee and Nextel will form a "Planning Funding Agreement" ("PF A") and/or a "Frequency Reconfiguration Agreement" ("FRA") which, among other things, sets forth Nextel's obligation to pay the Relocation Funds. The Reconfiguration Handbook encourages a payment process by which Nextel pays Relocation Funds directly to Licensee's selected vendors; and Licensee will ensure that its FRA provides for direct payment by Nextel to Motorola. Promptly after execution of the PF A and/or FRA, Licensee will provide to Motorola a copy of those portions of the PF A and/or FRA that pertain to Motorola's services, products, pricing and payment, including Attachment C thereto (redacted if necessary to exclude information not pertaining to Motorola). 2.5. OTHER SERVICES. Nothing in this Agreement is intended to prevent or hinder Motorola from contracting to perform or performing for Licensee any Reconfiguration Implementation Phase services, or any other kind of services, or selling any equipment or software. Nothing in this Agreement is intended to prevent or hinder Motorola from contracting to perform or performing for other Licensees Reconfiguration Planning Phase services, Reconfiguration Implementation Phase services, or any other kind of services, or selling any equipment or software. Section 3 PERFORMANCE SCHEDULE The Parties will perform their respective responsibilities in a reasonably diligent manner, taking into consideration the procedures and processes established in the Reconfiguration Handbook. The Parties acknowledge that any scheduled performance dates are estimates only, and various factors (such as Licensee's operational needs and resource availability) may cause the scheduled performance dates to change or be delayed. No Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party will notify the other if it becomes aware of a Force Majeure that will significantly delay performance. The notifying Party will give the notice promptly after it discovers the Force Majeure. Section 4 CONTRACT PRICE, PAYMENT AND INVOICING 4.1. CONTRACT PRICE; NON-RECOURSE TO LICENSEE. 4.1.1. Contract Price. The Contract Price for Reconfiguration Planning Phase Services in U.S. dollars is $31,681.00. The Contract Price excludes any sales or other taxes, all of which will be added to the invoices and paid except as exempt by law. 4.1.2. Licensee Not Liable for Contract Price. Payment of the Contract Price and any applicable taxes is to come from Nextel, and not Licensee. If Nextel fails to pay Motorola, Licensee shall not be liable to pay Motorola the Contract Price or applicable taxes. Licensee shall not be liable for any sums relating to additional work, which are not a part of Reconfiguration Planning Services to be paid by Nextel, absent a written change order approved by the parties. Notwithstanding the above, if Nextel pays the Contract Price and any applicable taxes to Licensee rather than to Motorola, Licensee will immediately forward the payment to Motorola. Motorola agrees to accept direct payments from Nextel if Nextel clearly identifies the applicable Motorola invoice. Motorola further agrees to apply these direct payments from Nextel to the Contract Price. 4.1.3. Motorola's Protections Concerning Payment by Nextel. If requested by Motorola, Licensee will execute necessary documents and take all such actions that are reasonable or necessary to promote the prompt payment by Nextel to Motorola. 4.2. INVOICING, PAYMENT MILESTONES, AND PAYMENT. 4.2.1. Invoicing. Motorola will submit correct invoices to Licensee, with a copy to Nextel, in accordance with the pre-approved payment milestones set forth as Attachment A-I. Licensee's contact person and address for invoice purposes are: Gwendolyn Johnson, City of Boynton Beach, 100 East Boynton Beach Boulevard, Boynton Beach, FL 33425. Licensee may change this contact person or address by written notice to Motorola. Upon receipt of an Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision; v3 3 invoice, Licensee will promptly (but in no event longer than seven (7) calendar days) inspect the invoice, verify whether it correctly states the payment milestone, and notify Nextel in writing (via facsimile or priority overnight carrier) that Licensee approves the invoice and accepts the milestone (the "Approval Notification"). Licensee will attach a copy of the invoice to the Approval Notification. When Licensee sends to Nextel the Approval Notification, Licensee will concurrently provide to Motorola's project manager a copy of the Approval Notification so that Motorola may know approximately when Nextel receives it. If for any reason Licensee disapproves the invoice, Licensee will promptly give written notice to both Motorola and Nextel; the notice will explain the reasons for Licensee's disapproval. Motorola will promptly correct any inaccurate invoice that Licensee disapproves, and resubmit the corrected invoice using the same process as described above in this paragraph. 4.2.2. Payment Due Date. Unless otherwise agreed between Nextel and Motorola, payment from Sprint-Nextel to Motorola for approved invoices is due thirty (30) days from the date Nextel receives the Approval Notification from Licensee. Motorola's Federal Tax Identification Number is 36-1115800. 4.2.3. Mutual Cooperation. The Parties will cooperate with each other and provide to each other, and to Nextel and the Transition Administrator, such information (other than Confidential Information, which is governed by Section 9.1) as is reasonable or necessary to facilitate the prompt payment of the Contract Price to Motorola. Section 5 REPRESENTATIONS AND WARRANTIES 5.1. RECONFIGURATION PLANNING PHASE SERVICES WARRANTY. For thirty (30) days from the completion of the Reconfiguration Planning Phase Services, Motorola warrants that these services were performed in a good and workmanlike manner. This services warranty does not cover any services or duties performed or owed by Nextel, Licensee, or any other contractor hired by them. 5.2. WARRANTY CLAIMS. To assert a warranty claim, Licensee must notify Motorola in writing of the claim before the date which is thirty (30) calendar days after 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 no additional charge to Licensee) re-perform the Reconfiguration Planning Phase services. This action will be the full extent of Motorola's liability hereunder and constitutes Licensee's sole remedy. 5.3. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original end user and are not assignable or transferable. 5.4. POTENTIAL DAMAGE TO EXISTING EQUIPMENT. Licensee acknowledges that Motorola, Licensee's employees, or others might cause damage to equipment that is part of Licensee's System when performing the Reconfiguration Planning Phase Services, and that such damage may occur in the absence of negligence by any party. Motorola is not responsible for damage to equipment unless it is caused by Motorola's negligence, in which case Motorola at its option will repair or replace the damaged equipment or refund its fair market value. Before Licensee asserts a damage claim against Motorola under this section, it will first investigate the cause of the damage and the investigation must result in reasonable proof that Motorola is negligent and liable for the damage. This provision does not diminish any rights Licensee might have under any pre-existing Motorola warranty or maintenance agreement. 5.5. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE RECONFIGURATION PLANNING PHASE SERVICES PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. EXCEPT FOR THE FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED "AS IS" AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE IS RESPONSIBLE FOR, AND MOTOROLA MAKES NO WARRANTY CONCERNING, THE BACK-UP AND DISASTER RECOVERY PROCEDURES, FACILITIES AND EQUIPMENT, OR DATA ENTRY AND LOADING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. Section 6 INDEMNIFICATION Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 4 6.1. INDEMNITY BY MOTOROLA. Motorola, at its own expense, will defend, and hold harmless Licensee against any claim, suit, demand, or cause of action brought by a third party against Licensee that is based on or to the extent it is caused by the negligence or willful misconduct of Motorola, its subcontractors, or their employees or agents, while performing their duties under this Agreement, and which results in personal injury, death, or direct damage to tangible property ("Motorola Claim"). Motorola will indemnify Licensee from any liability, judgment, awards and damages resulting from a final award that arises from a Motorola Claim and pay all losses, expenses or direct damages incurred by Licensee associated with the Motorola Claim. The foregoing indemnity is conditioned on (i) Licensee giving Motorola prompt, written notice of any Motorola Claim, and providing to Motorola cooperation (and, if requested, reasonable assistance) in the defense of the Motorola Claim; and (ii) Motorola having sole control in the defense of the Motorola Claim and all negotiations for its settlement or compromise. Motorola will have no indemnity liability for the negligence or fault of Licensee, its other contractors, Nextel, or the T A, or any of their employees, agents or representatives. This section states the full extent of Motorola's general indemnification from liabilities that are in any way related to Motorola's performance under this Agreement. The obligations under this Section survive the Closing. 6.2. JOINT LIABILITY. If a third party asserts a claim against both Parties, each Party will defend itself and will pay the claim to the extent of its percentage liability. For example, if the Parties have equal liability for the claim, they each will pay one-half of the amount plus their own defense costs. Section 7 DISPUTES; DEFAULT AND TERMINATION 7.1. DISPUTES. The Parties, through their respective project managers, will attempt to settle any dispute ansmg from this Agreement (except for a claim relating to intellectual property or breach of confidentiality provisions) through consultation and good faith negotiation. The dispute will be escalated to appropriate higher level managers of the Parties, if necessary. 7.2. DEF AUL T AND TERMINATION. If a 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. 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, to 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 cure plan. If a defaulting Party fails to cure the default, unless otherwise agreed in writing, the non-defaulting Party may terminate any unfulfilled portion of this Agreement and the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. The non-defaulting Party will mitigate damages. Section 8 LIMITATION OF LIABILITY Licensee acknowledges that the limitations in this Section are integral to the Contract Price being charged by Motorola under this Agreement, and that if Motorola assumed further liability other than as set forth in this Section 8, the Contract Price would be substantially higher. This limitation of liability provision applies notwithstanding any contrary provision in this Agreement. Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, contribution, or otherwise, will be limited to the direct damages incurred by Licensee and recoverable under law, but not to exceed the Contract Price. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA (AND ITS SUBCONTRACTORS AND SUPPLIERS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE TO LICENSEE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS, OPPORTUNITIES OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION), THE SALE OR USE OF PRODUCTS, EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. ALL CLAIMS BY A PARTY AGAINST ANOTHER PARTY, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN TWO YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES. Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 5 Section 9 CONFIDENTIALITY AND PROPRIETARY RIGHTS 9.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide Confidential Information to each other. Any inventory report or Customer Suitability Assessment report concerning Licensee's System, and any other document concerning the reconfiguration of Licensee's System that Motorola prepares specifically for and is a promised deliverable to Licensee under this Agreement (collectively, "Documentary Deliverable") shall be the Confidential Information of Licensee unless otherwise agreed by the Parties in writing. 9.1.1. Non-Disclosure. Subject to applicable public records laws, 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 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 have access to it that it is confidential and not to be disclosed to others, but those 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. The confidentiality restrictions and obligations contained herein shall be in addition to any confidentiality restrictions or obligations contained in any other agreement (whether prior to, contemporaneous or subsequent to the date of this Agreement) between Motorola on the one hand and the T A, Nextel or Licensee on the other hand, as well any protective order or confidentiality restrictions or rules issued by the FCC or the T A. 9.1.2. Use. Unless otherwise provided in this Agreement, a Party may use the Confidential Information of the other Party only in furtherance of the performance of this Agreement or any other agreement between the Parties. Notwithstanding the preceding sentence, Motorola may use the information in any Documentary Deliverable for its own business purposes or to assist Licensee or its other contractors or consultants in the overall effort to plan and reconfigure Licensee's System. Except for a Documentary Deliverable, 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 hereby 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 or any other agreement between the Parties. 9.1.3 Request under Florida Public Records Law. To the extent that Licensee receives a request pursuant to said Public Records Law to disclose Confidential Information, the following shall apply: (i) Licensee shall promptly give Motorola written notice of such request for disclosure, including (A) a description of the documents requested, (B) the identity of the party that has made such request, and (C) the person and office within the Licensee to whom Motorola shall address any objection to such request. (ii) Motorola shall have thirty-six (36) hours following receipt of the Licensee's notice in subparagraph (i) above to provide a written objection to Licensee, specifying its reasons for such objection. (iii) If Licensee disagrees with Motorola's objection, in whole or in part, and intends to disclose such information, in whole or in part, it shall promptly notify Motorola in writing of such disagreement (and the reasons therefor) and of its intention to so disclose such information. Licensee shall not, however, make such disclosure for at least thirty-six (36) hours after such second notice so that Motorola may, if it chooses, file for injunctive relief to stop such disclosure. 9.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola owns and retains all of its Proprietary Rights, and nothing in this Agreement is intended to restrict its Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Licensee the services remain vested exclusively in Motorola, and this Agreement does not grant to Licensee any shared development rights of intellectual property. This Agreement does not involve the license of any software. Section 10 LIENS Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3.1 6 10.1 LIENS. Under no circumstances shall Motorola attach any liens or security interests to any of Licensee's facilities or property as a result of Nextel's breach of any obligation to make payments to Motorola or to Licensee related to this Agreement. Section 11 GENERAL 11.1 ASSIGNABILITY AND SUBCONTRACTING; WAIVER. No Party may assign this Agreement without the prior written consent of the other Party. Motorola may subcontract any part of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. Failure or delay by a Party to exercise a right or power under this Agreement will not be a waiver of the right or power. An effective waiver of a right or power must be in writing signed by the waiving Party and 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. 11.2 INDEPENDENT CONTRACTORS. Each Party is an independent contractor with respect to the other Party, and a Party and its personnel will not be considered to be employees or agents of the other. Nothing in this Agreement grants a Party the right or authority to make commitments of any kind for the other Party. This Agreement will not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. 11.3 INTERPRETATION OF AGREEMENT. This Agreement, including any attachments, constitutes the entire agreement of the Parties regarding the subject matter of this Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to that subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of the Parties. The preprinted terms and conditions found on any Licensee 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 the document. The attachments 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 attachments. 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 is an arm's length transaction and will be fairly interpreted in accordance with its terms and conditions and not for or against a Party. If a court of competent jurisdiction renders any part of this Agreement to be invalid or otherwise unenforceable, it will be severed and the remainder of this Agreement will continue in full force and effect as if the invalid part was not part of this Agreement. This Agreement and the rights and duties of the parties will be governed by and interpreted in accordance with the laws of the State in which the System is installed. l1A. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, Florida, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Licensee will obtain and comply with all FCC licenses and authorizations required for the installation, operation and use of the System. 11.5. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and 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. Each Party represents that it is fully aware of the terms contained in this Agreement and has voluntarily entered into this Agreement, having had a full and fair opportunity to seek the advice of counsel and other professionals or consultants as its considers necessary. This Agreement may be executed in separate counterparts, which together constitute a single agreement. 11.6. SURVIVAL OF TERMS. The following provisions survive the expiration or termination of this Agreement for any reason: if any payment obligations exist, all of Section 4 (Contract Price, Payment and Invoicing); Section 6 (Indemnification); Section 7 (Disputes); Section 8 (Limitation of Liability); and Section 9 (Confidentiality and Proprietary Rights); Section 10 (Liens); and all of the General provisions in Section 11. The Parties hereby enter into this Agreement as of the Effective Date. Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 7 Licensee By: Name: Title: Date: Nextel Assigned Deal Number: Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision; v3 Motorola r ~ By: Name. . Title: ~ l:V ~ Date: at; .- 2-'1- --07 "lilt: , A iTORNE't' 8 Attachment A-I Nextel-Motorola Pre-approved Payment Milestone Schedule Depending on the Contract Price set forth in Section 4.1.1, the following payment milestones apply: 1. Contract Price < $300,000 Mobilization (i.e., contract execution) Complete Planning Activities 50% 50% 2. Contract Price $300,000 and above Mobilization (i.e., contract execution) Complete Suitability Assessment Complete Planning Activities 40% 40% 20% Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 9 Reconfiguration Planning Phase Services Agreement Rev.8.17.06 revision: v3 Attachment A-2 Statement of Work 10 Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Summary of All Costs Pursuant to the FCC's mandated 800 MHz band reconfiguration, the incumbent licensee is required to reconfigure its system and requests that Sprint Nextel fund its estimated system reconfiguration planning costs, as outlined in the table below: Licensee Organization Name: City of Boynton Beach Licensee City, State and Zip: Boynton Beach, FL 33425 (Price excludes sales or other taxes) Motorola 2,450.00 0.00 2,450.00 System Inventory Motorola 4,145.00 0.00 4,145.00 Engineering and Implementation Plannin Motorola 10,150.00 2,336.00 12,486.00 Legal Motorola 0.00 0.00 0.00 Project Management Motorola 11,200.00 0.00 11,200.00 Other 1,400.00 0.00 1,400.00 Total Estimated Planning Costs $29,345.00 $2,336.00 $31,681.00 The above pricing assumes this project will be executed concurrent with Palm Beach County and Delray Beach Smart Zone system project. Should this not be the case, Motorola reserves the right to re-price this proposal. G MOTOROLA Page 2 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Statement of Work (SOW) Supporting Request for Planning Funds Overview This Statement of Work consists of two major parts. The first part consists of Sections 1.0 through 6.0 which describe the work associated with planning the reconfiguration of your system. These sections, along with the system description table at the end of this SOW, may be included with your Request for Planning Funds submittal to Sprint Nextel and the Transition Administrator. The second part consists of Sections 7.0 through 13.0 which supports the Agreement with Motorola and should not be submitted as part of your Request for Planning Funds. Motorola has assembled this document, called a Statement of Work (SOW), which provides an overview of activities performed during the initial customer interview, the equipment assessment and the execution of the design phase of the rebanding project. This Statement of Work describes the Reconfiguration Planning and Negotiation Phase Services that Motorola proposes to provide to City of Boynton Beach. This SOW is not a detailed reconfiguration specification and is not intended for use in a solicitation for services by City of Boynton Beach. The specific details of the system are in the tabularized System Description table at the end of this Statement of Work. 1.0 Performance Schedule Motorola will begin the reconfiguration planning and schedule the first kick off meeting with City of Boynton Beach within 45 days after receipt of a Purchase Order and/or a signed contract authorizing the work. A detailed schedule to complete the planning and deliver a fixed price proposal to do the system reconfiguration will be developed as a result of this meeting. Once this schedule is completed it will be agreed to by City of Boynton Beach and Motorola and it can be submitted as an addendum to Sprint-Nextel and the Transition Administrator. Provided there are no significant delays it is estimated that the work will be completed in 1.6 months after the kickoff meeting. 2.0 FreQuency Analvsis 2.1 Co-channel Analvsis Motorola will quote and provide co-channel analysis as requested by City of Boynton Beach. fa MOTOROLA Page 3 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee withoutlhe express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work 2.2 Combiner and Receiver Multi-coupler Suitability Motorola will evaluate the suitability of the licensee's existing combiner equipment impacted by rebanding. Some combiners can readily be adjusted to the new rebanded frequencies, others cannot. Depending on the condition of the equipment, readjustment may not be possible without risking damage to the combiner. In addition, signal loss (decreased coverage) may occur if the new rebanded frequencies are spaced closer than the original frequencies. Combiner cable requirements also need to be considered based on the Licensee's cutover plan. Additionally, Motorola will analyze the impact the new frequency plan will have on City of Boynton Beach's existing multi-coupler systems and determine if retuning or replacement is necessary. Motorola will evaluate these potential issues as part of the combiner suitability assessment. 2.3 Intermodulation Study 1M Study - Motorola will perform inter-modulation study to identify possible harmful RF emissions and interactions at each site affected by rebanding. Motorola will provide a report and recommendation to City of Boynton Beach. If the proposed frequencies cannot be effectively used at the appropriate sites, Motorola will notify City of Boynton Beach. (See Exhibit A-2 at end of this document for further information regarding lntermodulation study). Intermodulation Studies (1M) are necessary only under limited circumstances. To request an 1M for a site, the licensee must believe that at least one of the three criteria, as described in the RFPF Form/Instructions, is present within their environment. To qualify for funding, the condition(s) must be indicated in the RFPF Form. CIa' MOTOROLA Page 4 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Location with two or more co-site transmitters with otential to im air base station receivers. Licensee's fixed receive antenna is proximate to a transmittin antenna other than our own. Landlords or site managers of shared transceiver sites requiring an analysis of the 1M environment as part of site a reements when chan in transmittin fre uencies. Yes yes 2.4 Other FreQuencv Analvsis Motorola will quote and provide additional frequency analysis services as requested by City of Boynton Beach. Frequency Analysis deliverables include: 1ntermodulation analysis report for reconfiguration ro osal Other Frequency Analysis N/A 1.6 months after kick-off meetin 1.6 months after kick-off meetin N/A Vendor Labor Table fa MOT'OROLA Page 5 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work 3.0 System Inventory 3.1 Infrastructure Inventorv Motorola will conduct an inventory of City of Boynton Beach's equipment. This inventory will be used to determine the suitability of the equipment and system design effort for rebanding. Motorola understands the inventory and design effort will take place on an operational radio communications system and that unplanned interruptions to dispatch operations are not acceptable. Motorola, with its network of authorized service centers and/or third-party subcontractors, will do everything possible to minimize disruption to dispatch operations. Any required changes to daily operations will be planned in advance and agreed upon by City of Boynton Beach and all applicable parties. Based on this preliminary information about your system inventory listed below, a price was developed for planning the system Rebanding process. This information is based on Motorola's understanding of City of Boynton Beach's system. Any significant variance to this inventory information which results in a scope of work or schedule change will need to be addressed via a change order. The inventory services are limited to the equipment specifically affected by rebanding for City of Boynton Beach's system. Please refer to the System Description for unverified inventory estimates. 3.2 Subscriber Inventorv Subscriber device inventories must similarly be examined to determine reconfiguration requirements. If inventories are required, Motorola will inventory subscribers to elicit necessary information. Customer provided inventories must also be able to provide the information outlined below. For systems that only require Retuning, unit count and model families need to be specified to insure proper programming equipment and if any frequency determining elements need to be ordered and priced. For systems that require Reprogramming, quantities of subscriber in each family must be determined (i.e. 25ea XTS2500, 22ea XTS5000) and the number of programming stations must be delineated to ensure proper number of Flash upgrade kits are specified. G MOT'OROLA Page 6 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc.. or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work For Replacement units, the number of units to be replaced must be identified, along with their corresponding replacement unit In addition options such as battery type, dash or remote mount and cable length must be specified. An accurate count of any accessories (six unit chargers, speaker mics, etc.) will be required since they are exchanged on a one for one basis. A sample audit will be performed when necessary on certain subscribers units (MTS 2000, Astro Spectra and Astro Saber) to determine the need for replacement System Inventory deliverables include: 1.6 months after kick-off meetin 1.6 months after kick-off meetin Vendor Labor Table 4.0 Ene:ineerine:/Implementation Plan nine: 4.1 Interoperabilitv Plan nine The interoperability requirements are included III the System Description attachment at the end of this document 4.2 Site Reconfieuration Motorola will generate a Reconfiguration Design which will consist of at a minimum Methods of Procedures, cut over plans and system test plans. G MOTOROLA Page 7 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work o Generate Methods of Procedures (MOP) . Motorola will develop the Method of Procedures which details the process steps, timeline, measurable deliverables, resources needed and cutover steps. Where applicable, contingency planning required to effectively reband your system will be provided in the least disruptive manner. The MOP also includes the cutover plan from the current frequencies to the new ones. . o Cutover and Fall-back Plan . Develop and define the cut-over and fall-back plan to ensure consistent operation of all system functionality throughout the rebanding reconfiguration. . Review plans with City of Boynton Beach o Baseline and Acceptance Test Plan . Develop with City of Boynton Beach baseline and acceptance test plans to demonstrate comparable facility. . Baseline Test Plan initial determination of infrastructure testing for system functionality prior to rebanding beginning. . Acceptance Test Plan duplication of baseline test plan plus any additional functional testing customer requires after rebanding. 4.3 Retune/Reprol!ram/Replace Determination The 800 MHz fixed network equipment (FNE) and subscriber inventory must be audited to determine if upgrades are required to the software, hardware and firmware in order to support the new rebanding software. The assessment includes manufacturer information, software versions, system platform release versions and hardware configuration. Results of the suitability assessment and audit will determine what FNE will be retuned or reprogrammed or replaced and the effort required performing this work. . MOTOROLA Page 8 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Motorola Rebandin!! Software Required for All Sites in a NPSP AC Motorola Smart Zone System Boynton Beach is not an autonomous 'system" as such, but rather is a "site" operating on the Palm Beach County (PBe) Motorola Smart Zone system. The Palm Beach County system utilizes NPSP AC frequencies and as such requires the Motorola rebanding software. When a Motorola Smart Zone controller is upgraded with the rebanding software, the infrastructure at all sites operating on that Smart Zone system must also be upgraded with the new software regardless of whether or not those sites have NPSPAC frequencies operating on their repeaters. Hence, the controllers on this Boynton Beach site must also be upgraded with the rebanding software. Further, the planning and reconfiguration of all sites operating on this system must be accomplished in a coordinated and time proximate fashion. To accomplish this, a Suitability Assessment must be done for each controller in the entire Smart Zone system. The evaluation of the network and subscriber inventory will provide a retune, reprogram, upgrade or replace decision for each piece of equipment in the system that is affected by rebanding. Activities include: ~ Formatting City of Boynton Beach's inventory data for assessment ~ Engineering analysis of assessment report ~ Retune, replace or reprogram determination of subscriber inventory as outlined in paragraph 3.2 above. ~ Equipment list generation of required kits, software and or upgrades required by each piece of equipment to be reconfigured. CI.' MOTOROLA Page 9 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design. technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Engineering/Implementation Planning deliverables include: Interoperability plan section of reconfiguration proposal 1.6 months after kick- off meetin 1.6 months after kick- off meetin 1.6 months after kick- off meetin 1.6 months after kick- off meetin 1.6 months after kick- off meetin Develop Methods of Procedures for equipment to be reconfi ured for reconfi uration ro osal Develop and document cutover and fallback plans to be included in the reconfi uration ro osal Develop and document baseline and acceptance test plans to be included in the reconfi uration ro osal Suitability assessment report for inclusion in the reconfi ration ro osal Vendor Labor Table Engineering/ Implementation Plannin Interoperability Plannin Site Reconfi uration Retune/Reprogram! Replace Determination 5.00 34.00 $175 $175 5.0 Proiect Manae:ement 5.1 Proiect Support The Motorola Project Manager will oversee the project plan for the rebanding effort to ensure a smooth execution of all deliverables and that the requirements of City of Boynton Beach are fully met. The Project Manager will participate in all major activities associated with the reconfiguration planning activities described in this Statement of Work. . MOTOROLA Page 10 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design. technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work The Project Manager will coordinate with City of Boynton Beach, Motorola's MSS (Motorola Service Station) and any subcontractor or other third-party organization participating in this work; to keep this effort within the agreed upon schedule. Activities such as project meetings, obtaining and evaluating subcontractor quotes, monitoring subcontractor and project team performance will be performed by the Motorola Project Manager. 5.2 Nee:otiations Support Where needed, Motorola will review the details of the rebanding plan and assist with clarifications which may be required from Sprint Nextel or the Transition Administrator. Project Management deliverables include: Vendor Labor Table Motorola Motorola . MOTOROLA Page 11 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work 6.0 Other Deliverables listed below are related to special considerations and / or related sub- systems impacted by the reconfiguration of the licensee's system. Other deliverables include: Supplemental report for channel 69 RF interference anal sis 1.6 months after kick-off meetin Vendor Labor Table fa MOTOROLA Page 12 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work 7.0 City of Bovnton Beach Scheduline: and Access Requirements In the event City of Boynton Beach operates on a 24-hour, 7-day per week basis, then diligent coordination to gain access to radio equipment will be required. It is understood that the effort required to prepare the inventory and design may occur on different shifts and/or times during the week, other than a normal 8:00 AM to 5:00 PM business day. Weekend work may also be a component of this effort. Working with City of Boynton Beach to ensure optimum cooperation will be essential to effectively and efficiently execute the rebanding project. City of Boynton Beach must provide reasonable access to all remote site locations where fixed station equipment is located. Any escort-required locations must be coordinated in advance by City of Boynton Beach to facilitate access to restricted areas. Any required identification cards must be provided by City of Boynton Beach to rebanding personnel as needed to work in any area in which an authorized ID card is required. 8.0 Motorola Ene:ineerine: & Technical Services Throughout the effort required to correctly assess the system requirements for rebanding, Motorola will support the requirements employing the experience of its field and systems engineering resources. In addition, many of Motorola's product organizations and upgrade operations team will support the project with specific knowledge on products and procedures to ensure the success of the project. 9.0 Local Service Support Motorola will utilize its authorized service center network and/or approved third party contractors to assist in Preparation of Estimate Inventory and evaluation of fixed infrastructure and other related system equipment. 10.0 Notification and Conditions for Work Motorola will notify City of Boynton Beach's assigned point of contact a minimum of five (5) business days prior to starting any work on the system. Motorola will commence work at the designated location only after City of Boynton Beach has notified Motorola with instructions to proceed. Whenever possible, prior notification of at least 24 hours will be given when expected disruptions are to occur. ~ MOTOROLA Page 13 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola. Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work 11.0 Motorola and City of Bovnton Beach Responsibilities Motorola Responsibilities Motorola will be responsible for the following: . Providing a designated Project Manager to coordinate all the resources and work to be performed by Motorola and to be the primary point of contact for City of Boynton Beach. . Scheduling project meetings with City of Boynton Beach at the project's start, execution of the project contract deliverables and to coordinate ensuing project activities with all Motorola and City of Boynton Beach resources. . Providing engineering services in designing the agreed upon deliverables as developed in this proposal. . Providing City of Boynton Beach with regular schedule and progress updates. . Motorola will provide a detailed design and transition rebanding plan that will include: );.> FNE Inventory and Requirements );.> Suitability Assessment Results );.> Sample Templates );.> Cutover Plan );.> Finalized Equipment List );.> Scope of Work );.> Frequency Analysis );.> Detailed Design Review City of Bovnton Beach Responsibilities City of Boynton Beach will be responsible for the following: . Provide a signatory who has authority to sign all appropriate project documents required for this project and any other agreements required. · Upon receipt, provide Motorola with a full copy of the Transition Administrators Frequency Proposal Report (FPR) for the affected licenses. fa MOTOROLA Page 14 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work . Participate with Motorola and its subcontractors in any potential required meetings with landlords, public agencies, and government agencies to provide site access for the purpose of assessing the equipment located at that site. . City of Boynton Beach will provide site access to their sites for Motorola personnel and Motorola's subcontractors for the purpose of assessing the equipment located at that site. . City of Boynton Beach shall not unreasonably delay the execution of work by Motorola and will extend the timeline of the project when delays caused by City of Boynton Beach are experienced. . City of Boynton Beach may be required to provide vehicles and personnel during the inventory process. . City of Boynton Beach shall identify any outstanding Motorola deliverables and formally request their completion through the mutual development of a project punch list. . City of Boynton Beach shall grant final acceptance upon completion of all contractual deliverables. . City of Boynton Beach will be responsible for providing an adequate quantity of subscriber units per day until the inventory process is completed. . Provide adequate shelter, space, heat, light and power at the customer facilities listed above to perform the subscriber inventory. 12.0 Risks Motorola is committed to mitigating all known risks and will engage City of Boynton Beach whenever situations are identified in which a risk situation presents itself. A decision will be jointly made between Motorola and City of Boynton Beach to consider the options and establish a mutually agreeable solution. With projects of this magnitude there are risks associated with the work that needs to be performed on each piece of equipment. It is conceivable that a particular piece of equipment can be functional at the time of inventory but when taken off line to have board or software versions read and confirmed that failures may . MOTOROLA Page 15 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work occur when re-initializing the unit. Motorola will make every effort to ensure that any failure occurring in this situation be rectified immediately. In some cases adequate spares may not be available and could lead to a prolonged outage of equipment while obtaining replacement parts. If the system in question is currently under a full on-site and repair service agreement with Motorola, any resolution to correct the failure will be covered under the agreement. If the equipment involved is not covered under a Motorola Service Agreement, resolution may require reimbursement for material and labor to correct the failure and restore the defective equipment. 13.0 City of Bovnton Beach Acceptance Upon submission of Motorola's rebanding plan to City of Boynton Beach, a certificate of acceptance document will be provided for customer signature (see reference document attached). This certificate acknowledges that all the effort necessary in identifying the detailed requirements and plans to reband City of Boynton Beach 800MHZ system has been completed. Frequencies and Call Signs Tx Freq Rx Freq Call Sign CntlNoice 860.2875 815.2875 WNCE606 CntlNoice 859.2875 814.2875 WNCE606 CntlNoice 858.2875 813.2875 WNCE606 CntlNoice 857.2875 812.2875 WNCE606 CntlNoice 856.2875 811.2875 WNCE606 Voice . MOTOROLA Page 16 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work System Description Type of Technology Single site Number of Sites impacted by Rebanding 1 Total Quantity of Stations 5 Number of Control Channels impacted by Rebanding 1 Number of Failsoft Channels impacted by Rebanding 1 Number of subscriber units on impacted Failsoft Channels 788 What is the transmitter combining scheme To be determined Number of mobile_units used for day-to-day communications 70 covered by this RFPF (used to calculate per unit cost); including control stations, data devices and SCADA units Number of portable units used for day-to-day communications 718 covered by this RFPF Number of channels covered by this RFPF (exclude channels not 1 to be reconfigured) Number of sites to be inventoried under this RFPF 1 Number of entities using the 800 MHz system being reconfigured 1 fa MOTOROLA Page 17 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Subsystem Descriptions MOSCAO Fire Alerting / Waste Water Management / Other Not applicable applications Quantity of radio linked MOSCAO RTUs and Centrals Not applicable Underground sub system networks (Beyond the scope of normal Not applicable BOA applications such as mines, railway systems, emergency communications facilities) Other Not applicable Interoperability Descriptions Adjacent jurisdictions / other licensees with interoperable Not applicable agreements with this system owner. Quantities of radios in use on the adjacent system impacted by the change of frequencies on this system Any special customer requirements we are aware of that the This is a single site customer would want included Such as (This customer wants to system operating as have the interoperable area with multiple systems rebanded as one part ofthe Palm effort to avoid multiple reprogramming efforts) Beach County SZ system and must be planned and rebanded concurrently. Any additional information that is relevant to calculation a cost Not applicable for retuning the system. Other non-licensee users on the system & subscriber quantities - Not applicable G ItIIO'rOROLA Page 18 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work System Inventorv This is a customer provided, non-audited, inventory estimate for purposes of quoting. Total number of Tx/Rx sites in the system I Total number ofRx sites in the system 0 Total number of Trunked Base Stations / Repeaters in System to be rebanded I Total number of conventional Base Stations / Repeaters in System to be rebanded 0 Total Number ofRx onlv stations in Svstem to be rebanded 0 Total number of Transmit Combiners in Svstem 1 Number of Antennas that need replaced 0 Number of controllers in the system 2 Total number ofTx Combiner Post filters to be replaced 0 Number of CEBs in the system 2 Total number oflocal operator positions in the system 4 Total number of remote operator positions in the system 0 Total number of dispatch centers I Number of control stations (Includes MOSCAD RTU and Central radios) 20 Number of mobiles 50 Number of portables 718 Number of Interoperabilitv Users - Subscribers 0 Total number ofRx Multicouplers in Svstem 1 Total number of BDA's in the system 1 Total number of Management Terminals 1 Total number of Programming Templates including interoperabilitv agencies 25 Total number of all other stations (not including rebanded stations) on all sites for 1M studv 25 ~ MOTOROLA Page 19 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Consent Form Consent to Release Information By Rebanding Licensee City of Boynton Beach ("Licensee") is in the process of reconfiguring its 800 MHz communications system as required by the FCC pursuant to its August 6, 2004, Report and Order FCC 04-168, and related supplemental orders. In furtherance of Licensee's reconfiguration activities, it has received information from (or shared information with) Motorola, Inc., Sprint Nextel, and the Transition Administrator. To promote efficiencies in completing Licensee's reconfiguration process, Motorola, Sprint Nextel and/or the Transition Administrator may need to communicate with each other. Therefore, Licensee hereby consents to Motorola, Sprint Nextel and/or the Transition Administrator communicating in writing directly with each other about Motorola's proposed or actual involvement in reconfiguring Licensee's system, provided that Licensee receives a copy of each communication. By way of example, this consent would apply to questions from Sprint Nextel or the Transition Administrator about reconfiguring Licensee's system, and Motorola's answers to the questions. By: t~jr~cc/j7 /11 Y:", l . 7~/f:-t} ! ! II ,/) Title: J Date: G MOTOROLA Page 20 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Acceptance Certificate CERTIFICATE OF COMPLETION FOR PLANNING FUNDING WORK Licensee Name: Deal Number: City of Boynton Beach agrees that all items detailed in the Scope of Work for Preparation of Estimate for Planning Funding have been completed and the quote to perform has been received by Licensee Representative below. Licensee Representative: Signature: .---- 7 Print Name: y :' <7'1'0, () /2 I . /. <9 (13 r2 I 1-'/0- ( ) , Title: Date: Motorola Representative: Signature: Print Name: Title: Date: o This signed certificate authorizes Motorola to bill for the value of the milestone payment as detailed in the Planning Funding Agreement, and it indicates the Licensee's agreement to forward acknowledgement to Sprint Nextel upon receipt and verification of InVOice. / / G MOTOROLA Page 21 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project Exhibit A-2 I. Executive Overview A. Solution Overview The mixing of two or more frequencies together at a specific radio site generates Intermodulation (1M) products. Under the worst conditions, the reception of the desired on-channel frequency can be suppressed by the FM capture effect of stronger undesired 1M products. If the intensity of the 1M product is lower than that of the desired signal it can still cause audible interference during periods in which the affected channel is not in use. An Intermodulation (1M) Interference analysis can be useful to provide a new site design with optimum protection against frequency interference that could degrade the performance of the radio communications system. 1M analysis for an existing system can provide helpful insight to troubleshooting the frequency combinations (1M products) at a site that might be causing existing interference problems. An 1M analysis will provide compatibility confirmation for the addition or change of frequencies at established sites. Motorola's Intermodulation Analysis can help detect 1M interference products by analyzing the root frequencies that can mix to cause these interference products. With this information, customers, with Motorola's help, can design or modify radio sites with minimized 1M interference impact to the customer's communications system and aid in determining the root causes of existing interference. Motorola uses internally developed software tools such as HydraSm and Intermodsm specifically designed to compute possible Intermodulation products that could affect the customer's radio sites. B. Customer Usage and Benefits Customers who are experiencing interference on their radio communications system should utilize this service to troubleshoot and identify the possible source of Intermodulation interference. Customers who are modifying their radio communications system should utilize this service to confirm new frequency compatibility with their existing frequencies and to identify any potentiallntermodulation interference. This information can be used to create a plan to retrofit the existing system in order to minimize future interference to the communications system. II. Solution Description A. Scope Intermodulation interference products are always present where two or more co-located transmitters are operating simultaneously. Managing the power levels of the 1M signals developed through proper system design will determine whether they cause harmful interference to communications. . MOTOROLA Page 22 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project Exhibit A-2 The 1M analysis is simply one of the methods used to guide proper design and must be used by a trained technical person competent in understanding its meaning and limitations. The appearance of an 1M product in the analysis does not mean such a product will cause harmful interference, or indeed even be present. It simply indicates the mathematical possibility of a product being produced. B. Responsibilities 1. Customer Inputs The customer will supply Motorola with the frequency and antenna infrastructure inputs required to perform the 1M analysis and will include: . Transmitter frequencies at site . Receiver frequencies at site . Receiver bandwidth (if known, or receiver type) . Antenna isolation (distance between RX and TX antennas) In the case of a new system design, the antenna infrastructure inputs will be provided by the Motorola design engineer. However, frequency data will remain the customer's responsibility. 2. Motorola Oeliverables Motorola will provide an Analysis Report covering the following items: . Transmitter and receiver frequencies used in the analysis . Parameters used in the analysis (Le. nth level of order tested & frequency range used) . Problem (flagged) frequencies . Written explanation of any potential issues . Recommendations c. Considerations The Intermodulation Interference (1M) analysis provided by Motorola will result from information available at the time of the initial customer input. The accuracy of any 1M prediction or interference projection is therefore limited to the completeness of the frequency input data we receive. Subsequently, the resultant report shall be valid only as long as the conditions profiled by the 1M analysis remain unchanged. Additionally, all 1M analysis results are restricted to the frequencies analyzed. Any preexisting interference issues experienced before rebanding may continue to exist and be considered outside the scope of the analysis performed. The analysis will be limited to the contracted site only. G MOTOROLA Page 23 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc.. or its designees. Motorola 800 MHz Rebanding Project City of Boynton Beach Statement of Work Summary of All Costs Pursuant to the FCC's mandated 800 MHz band reconfiguration, the incumbent licensee is required to reconfigure its system and requests that Sprint Nextel fund its estimated system reconfiguration planning costs, as outlined in the table below: Licensee Organization Name: City of Boynton Beach Licensee City, State and Zip: Boynton Beach, FL 33425 (Price excludes sales or other taxes) Motorola 2,450.00 0.00 2,450.00 System Inventory Motorola 4,145.00 0.00 4,145.00 Engineering and Implementation Plannin Motorola 10,150.00 2,336.00 12,486.00 Legal Motorola 0.00 0.00 0.00 Project Management Motorola 11,200.00 0.00 11,200.00 Other 1,400.00 0.00 1,400.00 Total Estimated Planning Costs $29,345.00 $2,336.00 $31,681.00 The above pricing assumes this project will be executed concurrent with Palm Beach County and Delray Beach Smart Zone system project. Should this not be the case, Motorola reserves the right to re-price this proposal. o MOTOROLA Page 2 of 23 - 10/25/2006 Motorola Proprietary and Confidential Design. technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its designees.