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R07-085 II 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 RESOLUTION NO. R 07- 085 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE A SERVICE AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND MOTOROLA, INC., PROVIDING FOR THE MAINTENANCE OF THE RADIO SYSTEM FOR A TWEL VE (12) MONTH PERIOD, IN AN AMOUNT NOT TO EXCEED $131,753.28; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 16 recommendation of staff, deems it to be in the best interests of the City residents to enter 17 into a Service Agreement with Motorola, Inc., for the maintenance of the radio system for a 18 twelve (12) month period; 19 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 20 THE CITY OF BOYNTON BEACH, FLORIDA, THAT: 21 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as 22 being true and correct and are hereby made a specific part of this Resolution upon adoption 23 hereof. 24 Section 2. The City Commission of the City of Boynton Beach, Florida does 25 hereby authorize and direct the City Manager to execute a Service Agreement between the 26 City of Boynton Beach and Motorola, Inc. for the maintenance of the radio system for a 27 twelve (12) month period in an amount not to exceed $131,753.28, a copy of said Agreement 28 is attached hereto as Exhibit "A." 29 Section 3. This Resolution shall become effective immediately upon passage. S:\CA\RESO\Agreements\Motorola Service Agr 080707.doc 1 2 PASSED AND ADOPTED this l day of August, 2007. 3 CITY OF BOYNTON BEACH, FLORIDA 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ./ 22 23 24 25 26 27 Vice Mayor - J odriguez Commis~j ATTEST: /) . , . 1ta..-t. "ltLb. Ja t M. Prainito, CMC ty Clerk S:\CA\RESO\Agreements\Motorola Service Agr 080707.doc K07-De~ @ MOTOROLA Ver. 4.9 Build 1000 SERVICE AGREEMENT Attn: National Service Support Agreement Order # : 055?0149706~L_____~______ 1307 East Algonquin Road Schaumburg, IL 60196 Supersedes Agreement #(s) : SOOQQ!IJQ04_28 --. ._---_..._-_._,.__.,-------~._- (800) 247-2346 Date: 3/3/2007 -~-,-.__.- ----.'------.---- --- ..- ---~--_.. ----.----.-.--..--- " Required P.O.: No ______,...___'_____n ..'_n__ _____'_'______ ___._ Company Name:C;ityof Boynton Eleach Customer #: 1000303040 ---, '---, -----...----. ---.- ---- '----- -----.--.- Artn: Bill to Tag #: OOQ~___ __ ______ _______ Billing Address: 100 E BoynlClil Beach Blv(j Contract Start Date: 10/0112007 ---'__"_"u____ - .__._._-_..,_._~---- City, State, Zip: Boynton Beac;h, FL 33425__ Contract End Date: 09/30/2008 -----.._-- ----..,--------- Customer Contact: Gwen Johnson Anniversary Date: -- - -- - -----.--..--------.------- Phone: 561-742-6032 Payment Cycle: Qua~rly _n _____________.___. -- Fax: 561-742-6039 Tax Exempt: Yes_ --.....--.-.----- ---"___ ________0.__ PO#: f~~=r;;~~ - n&~{~:n~--- -- -=+$-~onthl~~x:s;h--E~~~~~5~~~ I ! I SVCO 1 SVC 11 03 i Network Monitoring Service . SVC01SVC1422 . Local Radio Combo Package I 1 SVoo1 SV011 01 1'_""" .....' - AdYa.- _....... """',.. SVC01SVC1413 OnSlte Infrastructure Response Service - Premier Option SVC02SVC0001 'SP - Microwave Services I I SVC02SVC0003 I SP - Software Subscription Agreement I I I . ~--- - -,- -~-H--Sl.lBTOTAI.:=-RECURRiNG SERVICEf ----10'979.44*------13~753.~~ ~~'NSTRUCTlONS - m_.,^_~_.__.._ 1-- 5l>B!"T"" - DN:E"'"EEVENT_SER~~: i== 10;'<< Jt= = "',75';'l [seo ....."iii\"''''.....=c - -- - - _- ~~ND~:"Jl'.OOO::' -;o::<4i~-'"_-i753281 ! THIS SERVICE AMOUNT IS SU9JECT TO STATE. LOCAl. TAXING I JUf1I~CTION8.!O ~VE_~E~B~"'C>TOR()LA__~._. __I - ----- - -- -I~""~.":.!:f .....,.;,::_:::jc~- -l-:rAn:: =----=-~ :;.=..""""'---~---~.- ----~ ------j~------~--~ ---- :.::~;S~~~~Management SchaUmbUrg~__._ _I~~ ___~__ r.~~-.I:;~- --: 1~--- ~ IDO (00002) j ~ Motorola - South Florida FSO (D0164) Ft. Lauderdale - -- ~-- FL -- -- ------- I=-~~ --------~-:~~t_ ----:L __~-= .~_=~-= -j in y AUTHORIZED CUST SIGNAiuR~j:;{/4L 6~"~LftIfJlli1.'-'i1-}~/(- ----------1-6.{--l~j (;) z. -- _____m_____~____ e~_rn~~~~-=S~;::~ =-=-===-=-_=_ -~= ==-:-- OLA REPRESENTATIVE (SIGNATURE) TITLE DATE Clndea Markes 954-7234718 954-7234791 _._'~-~'-~"----"--- ._------_._~-- ------_._~----------~~ -----..-..----- ----_____.u.__.__n____.._..__..__ --_._--'~...__..._--._"----,--~..._- _ --------- -_.__..~~--_.~ MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX SPC v4.9 Build 1000 Release Date: 01/01/05 Customer: Bovnton Beach. City of Effective: 10/1/2007 QW Equipment Description 5 Quantar Repeaters 4 Centracom Gold Elite Consoles 8 Control Stations 5 RCH Digital Remote 1 Moscad (1 PC, 1 Laptop, 1 RTU) 61 Astro Spectra Mobiles 222 LTS2000 98 LCS2000 248 XTS3000 15 XTS5000 2 XTL5000 1 Microwave System System Description 1 Prime Site 1 Dispatch Center 5 Channels Service Terms and Conditions Motorola, Inc., through its Commercial, Government, and Industrial Solutions Sector ("Motorola"), and the customer named in this Agreement ("Customer"), hereby agree as follows: Section 1 APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola agrees to provide to Customer either (1) maintenance, support and/or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement. Section 2 DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Service Terms and Conditions will take precedence over any cover page, and the cover page will take precedence over any attachments, unless the cover page or attachment specifically states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3 ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement will become binding only when accepted in writing by Motorola. The term of this Agreement will begin on the "Start Date" indicated in this Agreement. Section 4 SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for such services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for such additional equipment expires. 4.4. All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for such Equipment will terminate at the end of the month in which Motorola receives such written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to such Equipment; remove such EqUipment from the Agreement; or increase the price to Service such Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5 EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the norma', customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by such transmission medium. Section 6 TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment. Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for such charges and expenses. Section 7 CUSTOMER CONTACT Customer will provide Motorola with designated pOints of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed, with Motorola. Section 8 PAYMENT Unless alternative payment terms are specifically stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date. Customer agrees to reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. Section 9 WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10 DEFAUL TrrERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11 LIMITATION OF LIABILITY This limitation of liability provision shall apply 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, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for breach of this Agreement or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of such cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.7. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for such services on a time and materials basis at Motorola's then effective hourly rates. written or oral, related to the Services, and there are no agreements or representations conceming the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement shall not affect its applicability. In no event shall either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: (i) such purchase order, acknowledgement, or other writings specifically refer to this Agreement; (ii) clearly indicate the intention of both parties to override and modify this Agreement; and (iii) such purchase order. acknowledgement, or other writings are signed by authorized representatives of both parties. Section 13 PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1. Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose, without Motorola's written permission or as required by law, any such information or data to any person. or use such information or data itself for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section will survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial, financial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14 FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responSible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by such agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters. Section 15 COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law. it shall be modified as necessary to conform to such law. Section 16 MATERIALS, TOOLS AND EQUIPMENT All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to such property, and return it to Motorola upon request. Such property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17 GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be governed and interpreted in accordance with the laws of the State in which the Services are performed. 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes such as strikes, material shortages, or acts of God that are beyond that party's reasonable control. 17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE . MOTOROLA Statement of Work Network Monitoring, OnSite Infrastructure Response and Dispatch Service Overview: Motorola will provide Network Monitoring, Dispatch Service and OnSite Infrastructure Response services to the Customer. These services are applicable only for the following system types: SmartZone up to release 6.2, SmartZone/OmniLink v2.0.3 and higher, SmartNet, Private Data (with a wireless network gateway) v2.0.3 and higher, and E911. 1.0 Description of Services Network Monitoring is a service designed to electronically monitor Elements of a Communication System for Events, as set forth in the Monitored Elements Table. When the Motorola System Support Center (SSC) detects an Event, trained technologists acknowledge the Event, run remote diagnostic routines, and initiate an appropriate response. Appropriate responses could include, but are not limited to, continue monitoring the Event for further development, attempt remote Restoral, or transfer the Event by opening a Case for dispatch of a Servicer. The Servicer will respond to the Customer location based on pre-defmed Severity Levels set forth in the Severity Defmitions Table and Response times set forth in the Response Time Table in order to Restore the System. Motorola will provide Case management as set forth herein. The SSC maintains contact with the on-site Servicer until System Restoral occurs and Case is closed. The SSC will Continuously track and manage Case activity from open to close through an automated Case tracking process. This Case management allows for Motorola to provide activity and performance reports. The terms and conditions ofthis Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Recommend any needed Connectivity or monitoring equipment and coordinate installation of such equipment upon Customer's request. 2.2. Provide dedicated Connectivity necessary for monitoring SmartZone, SmartZone/ OmniLink, and Private Data system types. 2.3. VerifY Connectivity and Event monitoring prior to System Acceptance or Start Date. 2.4. Continuously receive service requests. 2.5. Remotely access the Customer's System to perform remote diagnostics as permitted by Customer pursuant to section 3.1 2.6. Attempt remote Restoral, as appropriate. 2.7. Create a Case as necessary when service requests are received. Gather information to perform the following: 2.7.1. Characterize the issue 2.7.2. Determine a plan of action 2.7.3. Assign and track the Case to resolution. 2.8. Dispatch a Servicer, as required, by Motorola standard procedures and provide necessary Case information collected in section 2.7 2.9. Ensure the required personnel have access to Customer information as needed. 2.10. Disable and enable System devices, as necessary, for Servicers. 2.11. Servicer will perform the following on-site: 2.11.1. Run diagnostics on the Infrastructure or FRU. 2.11.2. Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.11.3. Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.11.4. If a third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor onto the Customer's premises. Network Monitoring, OnSite Infrastructure Response and Dispatch Service Approved by Contracts and Compliance 12-19-03 page 1 of4 . MOTOROLA 2.12. Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification preference in the Customer Support Plan required by section 3.4. If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 2.13. Escalate the Case to the appropriate party upon expiration of a Response time. 2.14. Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 2.15. Notify Customer of Case Status, as required by the Customer Support Plan at the following Case levels 2.15.1. Open and closed; or 2.15.2. Open, assigned to the Servicer, arrival of the Servicer on site, deferred or delayed, closed. 2.16. Provide the following reports, as applicable: 2.16.1. Case activity reports to Customer. 2.16.2. Network Monitoring Service reports for Customer System(s), excludes E911. 2.16.3. Performance/Availability Reports for SmartZone, SmartZone/ OmniLink, and Private Data Systems only. 3.0 Customer has the following responsibilities: 3.1. Allow Motorola Continuous remote access to obtain System availability and performance data. 3.2. Purchase Connectivity, installation and monitoring equipment necessary for monitoring the System if recommended by Motorola. Failure to purchase such equipment as recommended by Motorola may prevent Motorola from rendering the services described in this Statement of Work. 3.3. Order and maintain dedicated dial-up phone lines for telephone service for SMARTNET and E911 System types. 3.4. Provide Motorola with pre-defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.4.1. Case notification preferences and procedure 3.4.2. Repair Verification Preference and procedure 3.4.3. Database and escalation procedure forms. 3.4.4. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.5. Provide the following information when initiating a service request: 3.5.1. Assigned System JD number 3.5.2. Problem description and site location 3.5.3. Other pertinent information requested by Motorola to open a Case. 3.6. Notify the System Support Center when Customer performs any activity that impacts the System. (Activity that impacts the System may include, but is not limited to, installing software or hardware upgrades, performing upgrades to the network, or taking down part of the system to perform maintenance.) 3.7. Allow Servicers access to Equipment (including any Connectivity or monitoring equipment) ifremote service is not possible. 3.8. Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 2.11.2 3.9. Maintain and store in an easy accessible location any and all Software needed to Restore the System. 3.10. Maintain and store in an easily accessible location proper System backups. 3.1l.For E911 systems, test the secondarylbackup PSAP connection to be prepared in the event ofa catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of switching to the backup PSAP. 3.12. Verify with the SSC that Restoration is complete or System is functional, if required by the Repair Verification Preference provided by Customer in accordance with section 3.4. 3.13. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services. Network Monitoring, OnSite Infrastructure Response and Dispatch Service Approved by Contracts and Compliance 12-19-03 page 2 of 4 . MOTOROLA Severity Definitions Table Severity Level Problem Types Severity I . Response is provided Continuously . Major System failure . 33% of System down . 33% of Site channels down . Site Environment alarms (smoke, access, temp, AC power. . This level is meant to represent a major issue that results in an unusable system, sub-system, Product, or critical features from the Customer's perspective. No Work-around or immediate solution is available. Severity 2 . Response during Standard Business Day . Significant System Impairment not to exceed 33% of system down . System problems presently being monitored . This level is meant to represent a moderate issue that limits a Customer's normal use of the system, sub-system, product, or major non-critical features from a Customer's perspective Severity 3 . Response during Standard Business Day . Intermittent system issues . Information questions . Upgrades/preventative maintenance . This level is meant to represent a minor issue that does not preclude use of the system, sub-system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Response Time Table (Customer's Response Time Classification is designated in the Service Agreement). Severity Regular Premier Limited Level Response Time Response Time Response Time Severity I Within 4 hours from receipt Within 2 hours from receipt Within 4 hours from of Notification of Notification receipt of Notification Continuously Continuously Standard Business Day Severity 2 Within 4 hours from receipt Within 4 hours from receipt Within 4 hours from of Notification of Notification receipt of Notification Standard Business Day Standard Business Day Standard Business Day Severity 3 Within 24 hours from Within 24 hours from Within 24 hours from receipt of Notification receipt of Notification receipt of Notification Standard Business Day Standard Business Day Standard Business Day Network Monitoring, OnSite Infrastructure Response and Dispatch Service Approved by Contracts and Compliance 12-19-03 page 3 of 4 . MOTOROLA Monitored Elements Table (Listed by technology) 'IV" SmartZone 6.0 Nortel; Packet Routing Network; Zone Controllers; Database Server; FullVision Server; Zone Statistical Server; Air Traffic Router; System Statistics Server; User Configuration Server; Packet Data Gateway Server; PBX; Interconnect Server; Motorola Gold Elite Gateway (MGEG); AEB; CEB; ARCADACS Cross Connect Switch; Simulcast RF Site (Site Controllers, Comparators, Stations); Intelli Repeater RF Site (Stations);Intelli Site Repeater RF Site (Site Controllers, Stations); MOSCAD Overlay (TenSr, Station, Channel Banks, TRAK GPS, Environmental Alarms, Microwave) SmartZone 4.1 Zone Controllers; Database Server; Digital Interface Unit (DIU); Central Electronic Bank (CEB) Interface; AEB; FullVision Server; Air Traffic Router; System Statistics Server (Multi-Zone); Zone Statistical Server; User Configuration Server; NOVA 2000 (Interconnect); Remote RF Sites (Site Controllers Including Simulcast, Stations); MOSCAD Overlay (Stations-Non Trunked, Comparater, TenSr Channel Banks, Environmental Alarms, Microwave) SmartZone 3.0 - 3.5 Zone Controller; Database Server; User Server; Digital Interface Unit (DIU); Central Electronic Bank (CEB) Interface; AEB; User Configuration Server (3.5); Historical Server (User Server 16); AEB Central Electronic Bank (CEB); MBX (Interconnect); Remote RF Sites (Site Controllers -Including Simulcast, Stations); MOSCAD Overlay (Stations, TenSr Channel Banks, Environmental Alarms, Microwave) SMARTNET Monitored by MOSCAD SiteSentry Site Controllers; Stations; Environmental Alarms; Channel Banks Private Data Wireless Network Gateway (WNG); Radio Network Controller (RNC); Base Station E911 - Central ink Classic - Monitored by SEB Teltronics ALl Teltronics ANI E911 - Centralink Classic- Monitored by RAC Teltronics ALl E911 - C2000IPalladium Palladium ALl Teltronics ANI Network Monitoring, OnSite Infrastructure Response and Dispatch Service Approved by Contracts and Compliance 12-19-03 page 4 of 4 . MOTOROLA Statement of Work Technical Support Service 1.0 Description of Services The Technical Support service provides centralized remote telephone support for technical issues that require a high level of communications systems expertise or troubleshooting on Equipment. The Motorola System Support Center's (SSe) Technical Support Operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues. Technical Support Service (i) does not include software upgrades that may be required for issue resolution; and (ii) does not include Customer training (Hi) is only available for those system types supported and approved by Technical Support Operations. Technical Support is applicable to the following system types: Astro 25 6.x, SmartZone v2.0.3 and higher, SmartZone/OmniLink, E9II, Private Data v2.0.3 and higher, SmartNet and Conventional Two- Way. The terms and conditions ofthis Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Respond to requests for Technical Support for the Restoration of failed Systems and diagnosis of operation problems in accordance with the response times set forth in the Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 2.2. Advise caller of procedure for determining any additional requirements for issue characterization, Restoration, including providing a known fix for issue resolution when available. 2.3. Attempt remote access to System for remote diagnostics, when possible. 2.4. Maintain communication with the Servicer or Customer in the field until close of the Case, as needed. 2.5. Coordinate technical resolutions with agreed upon third party vendor(s), as needed. 2.6. Escalate and manage support issues, including Systemic issues, to Motorola engineering and product groups, as applicable. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Provide Configuration Change Support and Work Flow changes to Systems that have dial in or remote access capability. 2.9. Determine, in its sole discretion, when a Case requires more than the Technical Support services described in this SOW and notifY Customer of an alternative course of action. 3.0 Customer has the following responsibilities: 3.1. Provide Motorola with pre-defmed information prior to Start Date necessary to complete Customer Support Plan. 3.1.1. Complete database and escalation procedure forms. 3.1.2. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.2. Contact the SSC in order to access the Technical Support Operation, provide name of caller, name of Customer, System ID number, Service Agreement number, site(s) in questions, and brief description of the problem. 3.3. Supply on-site presence when requested by System Support Center. 3.4. Validate issue resolution prior to close of the Case. Technical Support Service Approved by Motorola Contracts and Compliance 12-19-03 page 1 of2 . MOTOROLA 3.5. Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. 3.6. Acknowledge that Cases will be handled in accordance with the times and priorities as defmed in Remote Technical Support Response Times Table and the Severity Level defmed in the Severity Defmitions Table. 3.7. Cooperate with Motorola and perfonn all acts that are reasonable or necessary to enable Motorola to provide the Technical Support service to Customer. Severity Definitions Table Severity Level Problem Types Severity I . Response is provided Continuously . Major System failure . 33% of System down . 33% of Site channels down . Site Environment alarms (smoke, access, temp, AC power. . This level is meant to represent a major issue that results in an unusable system, sub-system, Product, or critical features from the Customer's perspective. No Work-around or immediate solution is available. Severity 2 . Response during Standard Business Day . Significant System Impairment not to exceed 33% of system down . System problems presently being monitored . This level is meant to represent a moderate issue that limits a Customer's nonnal use of the system, sub-system, product, or major non-critical features from a Customer's perspective Severity 3 . Response during Standard Business Day . Intennittent system issues . Infonnation questions . Upgrades/preventative maintenance . This level is meant to represent a minor issue that does not preclude use of the system, sub-system, product, or critical features from a Customer's perspective. It may also represent a cosmetic issue, including documentation errors, general usage questions, recommendations for product enhancements or modifications, and scheduled events such as preventative maintenance or product/system upgrades. Remote Technical Support Response Times Table RESPONSE Within I Hour from recei t of Notification, Continuous I Within 4 Hours from recei t of Notification, Standard Business Da Within next Business Da , Standard Business Da Technical Support Service Approved by Motorola Contracts and Compliance 12-19-03 page 2 of2 . MOTOROLA Statement of Work Infrastructure Repair with Advanced Replacement 1.0 Description of Services Infrastructure Repair is a repair service for Motorola and select third party Infrastructure as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated into this Statement of Work (SOW) by this reference. Customer's System type determines which exhibit is applicable (Le. SmartZone system exhibit, SmartNet system exhibit). Infrastructure may be repaired down to the Component level, as applicable, at the Motorola Infrastructure Depot Operations (IDO). At Motorola's discretion, select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair. If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace Infrastructure with similar Infrastructure, when possible. When available, Motorola will provide Customer with an Advanced Replacement unites) or FRU(s) in exchange for Customer's malfunctioning FRU(s). Non-standard configurations, Customer-modified Infrastructure and certain third party Infrastructure are excluded from Advanced Replacement service. Malfunctioning FRU (s) will be evaluated and repaired by IDO and returned to IDO FRU inventory upon completion of repair. In cases where Advanced Replacement is not available or when a Customer requires the exact serial number to be returned, a FRU may be available on a Loaner basis. The terms and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Use commercially reasonable efforts to maintain an inventory ofFRU. 2.2. Provide, new or reconditioned units as FRU to Customer or Servicer, upon request and subject to availability. The FRU will be of similar kit and version, and will contain like boards and chips, as the Customer's malfunctioning Infrastructure. 2.3. Program FRU to original operating parameters based on templates provided by Customer as required in Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. 2.4. Properly package and ship Advanced Replacement FRU from IDO's FRU inventory to Customer specified address. 2.4.1. During normal operating hours of Monday through Friday 7:00am to 7:00pm CST, excluding holidays, FRU will be sent next day air via Federal Express Priority Overnight or UPS Red, unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges. 2.4.2. When sending the Advanced Replacement FRU to Customer, provide a return air bill in order for Customer to return the Customer's malfunctioning FRU. The Customer's malfunctioning FRU will become property ofIDO and the Customer will own the Advanced Replacement FRU. 2.4.3. When sending a Loaner FRU to Customer, IDO will not provide a return air bill for the malfunctioning Infrastructure. The Customer is responsible to arrange and pay for shipping the malfunctioning Infrastructure to IDO. IDO will repair and return the Customer's Infrastructure and will provide a return air bill for the customer to return IOO's Loaner FRU. 2.5. Provide repair return authorization number upon Customer request for Infrastructure that is not classified as an Advanced Replacement or Loaner FRO. 2.6. Receive malfunctioning Infrastructure from Customer and document its arrival, repair and return. 2.7. Perform the following service on Motorola Infrastructure: 2.7.1. Perform an operational check on the Infrastructure to determine the nature of the problem. 2.7.2. Replace malfunctioning FRU or Components. 2.7.3. Verify that Motorola Infrastructure is returned to Motorola manufactured specifications, as applicable 2.7.4. Perform a Box Unit Test on all serviced Infrastructure. Infrastructure Repair with Advanced Replacement Approved by Motorola Contract and Compliance 1-15-04 page I of3 . MOTOROLA 2.7.5. Perfonn a System Test on select Infrastructure. 2.8. Provide the following service on select third party Infrastructure: 2.8.1. Perfonn pre-diagnostic and repair services to confInn Infrastructure malfunction and eliminate sending Infrastructure with no trouble found (NTF) to third party vendor for repair, when applicable. 2.8.2. Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service, when applicable. 2.8.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.8.4. Perfonn a post-test after repair by Motorola, original equipment manufacturer, or third party vendor to confIrm malfunctioning Infrastructure has been repaired and functions properly in a Motorola System confIguration, when applicable. 2.9. Re-program repaired Infrastructure to original operating parameters based on templates provided by Customer as required by Section 3.5. If Customer template is not provided or is not reasonably usable, a standard default template will be used. If IDO determines that the malfunctioning Infrastructure is due to a Software defect, IDO reserves the right to reload Infrastructure with a similar Software version. Enhancement Release(s), if needed, are subject to additional charges to be paid by Customer unless the Customer has a Motorola Software Subscription agreement. 2.10. Properly package repaired Infrastructure unless Customer's malfunctioning FRU was exchanged with an IDO FRU. Motorola will return Customer's FRU(s) to IDO's FRU inventory, upon completion of repair. 2.11. Ship repaired Infrastructure to the Customer specifIed address during normal operating hours set forth in 2.4.1. FRU will be sent two-day air unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs, such as NFO (next flight out). In such cases, Customer will be subject to shipping and handling charges. 3.0 Customer has the following responsibilities: 3.1. Contact or instruct Servicer to contact the Motorola System Support Center (SSe) and request an Advanced Replacement, or Loaner FRU and a return authorization nwnber (necessary for all non- Advanced Replacement repairs) prior to shipping malfunctioning Infrastructure or third party Infrastructure named in the applicable attached Exhibit. 3.1.1. Provide model description, model nwnber, serial nwnber, type of System and Firmware version, symptom of problem and address of site location for FRU or Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lightning damage. 3.1.3. Follow Motorola instructions regarding inclusion or removal ofFinnware and Software applications from Infrastructure being sent in for service. 3.1.4. Provide Customer purchase order nwnber to secure payment for any costs described herein. 3.2 Pay for shipping of Advanced Replacement or Loaner FRU from IDO if Customer requested shipping outside of standard business hours or carrier programs set forth in section 2.4.1. 3.3 Within five (5) days of receipt of the Advanced Replacement FRU from IDO's FRU inventory, properly package Customer's malfunctioning Infrastructure and ship the malfunctioning Infrastructure to IDO for evaluation and repair as set forth in 2.7. Customer must send the return air bill, referenced in 2.4.2 above back to 100 in order to ensure proper tracking of the returned Infrastructure. Customer will be subject to a replacement fee for malfunctioning Infrastructure not properly returned. For Infrastructure and/or third party Infrastructure repairs that are not exchanged in advance, properly package Infrastructure and ship the malfunctioning FRU, at Customer's expense and risk ofloss to Motorola. Customer is responsible for properly packaging the Customer malfunctioning Infrastructure FRU to ensure that the shipped Infrastructure arrives un-damaged and in repairable condition. Clearly print the return authorization number on the outside of the packaging. 3.4 Ifreceived, Customer must properly package and ship Loaner FRU back to IDO within five (5) days of receipt of Customer's repaired FRU. 3.5 Maintain templates of Software/applications and Firmware for reloading of Infrastructure as set forth in paragraph 2.3 and 2.9. 3.6 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair with Advanced Replacement services to Customer. Infrastructure Repair with Advanced Replacement Approved by Motorola Contract and Compliance 1-15-04 page 2 of3 . MOT()ROLA 4.0 In addition to any exclusions named in Section 5 of the Service Terms and Conditions or in any other underlying Agreement to which this SOW is attached, the following items are excluded from Infrastructure Repair with Advanced Replacement: I. All Infrastructure over seven (7) years from product cancellation date. 2. Physically damaged Infrastructure. 3. Third party Equipment not shipped by Motorola. 4. Consumable items including, but not limited to, batteries, connectors, cables, tone/ink cartridges. 5. Test equipment. 6. Racks, furniture and cabinets. 7. Firmware and/or Software upgrades. I'lfrastructure Repair with Advanced Replacement Approved by Motorola Contract and Compliance 1-15-04 page 3 of3 . MOTOROLA SmartZone System Inclusions, Exclusions, Exceptions and Notes for Infrastructure Repair Infrastructure Exhibit Antenna Systems Excludes all Equipment such as bi-directional amplifiers, multicouplers, combiners, tower top pre-amplifiers, antennas, cables, towers, tower lighting, and transmission lines. Base Station(s) and Repeater(s) Includes: Quantar, Quantro, Digital MSF5000 and MTR2000 ONLY. Central Electronics Bank(s) Includes Logging Recorder Interface and Network Hub Channel Bank(s) Includes Premisys and Telco. Excludes Siemens Comparator( s) Includes Spectratac, Digitac, and Astrotac Comparators. Computer(s) Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including SiteLens and System watch II. Includes keyboards, mice and trackballs. Excludes laptop computers and all 286, 386, 486 computers. Excludes defective or phosphor-burned cathode ray tubes CRT(s) and burned-in flat panel display image retention. Console(s) Includes consoles (Centracom II, Centracom Gold Classic, Centracom Gold Elite) as part of complete communication System - ONL Y. Includes headset jacks, dual footswitches, and gooseneck microphones. Excludes Centracom I. Controller( s) - Trunking Includes SmartNet II prime and remote controllers. Excludes SSMT and SCMS controllers. Dictaphones and Recording Excludes all types and models. Equipment Digital Interface Unites) Included Digital Signaling Modem(s) Included upon modem model availability Digital Voice Modem(s) Included upon modem model availability Embassy Switch Includes AEB, AIMI, ZAMBI, AMB Management Terminals Includes computers (Pentium I, II, III, IV) directly interface with or control the communications System, including SiteLens and System watch II. Excludes laptop computers and all 286, 386,486 computers. MBEX(s) or NOVA Interconnect Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract, time and material basis. All Equipment must be shipped to 100. Excludes anyon-site services. Monitor(s) Includes all monitors connected to computers that directly interface with or control the communications System. Includes flat panel displays and touch screen monitors. Excludes defective or phosphor-burned cathode ray tubes CRT(s) and burned-in flat panel display image retention. Moscad Only NFM (Network Fault Management), as part of communication System only. Standalone MOSCAD and System Control and Data Acquisition (SCADA) must be Quoted separately. Excludes Fire alarming systems. Network Fault Management Includes Full Vision. Excludes NMC Printer( s) Includes printers that directly interface with the communications System. RAS(s) Excludes RAS 1I00, llOI and 1102 Receiver( s ) Includes Quantar and MTR2000, ASTRO- T AC Receivers. Simulcast Distribution Included Amplifier(s) Site Frequency Standard(s) Includes Rubidium, GPS and Netclocks systems sold with the Motorola System. Universal Simulcast Controller Included Interface( s) UPS Systems. Excluded from service agreements but may be repaired on an above contract, time and material basis. All UPS Systems must be shipped to 100 for repair. Excludes anyon-site services. Excludes all batteries. Zone Manager Excludes HP715/33, HP 715/50 servers. Excludes x-terminals NDSI4C and NDSI7C Zone Controller(s) Includes console terminals. Excludes ALL Sun/IMP hard drives except TLN3495A 0820 I GB drive. Excludes the following SUN/IMP CPUSET's: TLN3278B 0406, TLN3343A 0424 and TLN3278A 018110389. . MOTOROLA Statement of Work Software Subscription Console Only 1.0 Description of Service Motorola will provide to Customer Software Subscription services in accordance with this Statement of Work. Motorola will provide periodic software bulletins to Customer at its address for notice purposes (or at another address that Customer may direct in writing). These software bulletins announce and explain Enhancement Releases and Core Releases for Motorola and Non-Motorola Software that are available to Software Subscription Customers for use with their upgrade-capable Motorola Equipment covered by these services. Motorola will provide applicable Enhancement Releases or Core Releases as ordered by Customer. Software Subscription includes design services for Enhancement Releases only. Motorola will review System audit data (when this service is performed by Motorola) along with an equipment list to avoid potential Software incompatibilities between equipment that is being upgraded versus equipment which is not being upgraded with the Enhancement Release. Motorola will identify additional equipment and engineering (if applicable) for the System that is required as a result of the upgrade and will recommend a plan for installation of this additional equipment in addition to the core or enhancement release. Implementation of this installation plan is not included with the Software Subscription services. Additional Provisions for Software Subscriotion services that begin after December 31. 2004. concerning SmartZone 4.1 and Astro 25 Tnmking Svstems: Motorola recommends that Customer maintains continuity in receiving Software Subscription services until Customer decides to no longer install additional Enhancement Releases. If, contrary to this recommendation, Customer discontinues Software Subscription services and later decides to reinstitute Software Subscription services, then Motorola will provide those Software Subscription services retroactively to the date such services were discontinued. Exclusions The Software Subscription program originated from and was designed to support Motorola's radio systems business. The Software Subscription program does not cover the software, hardware, or services provided by Radio Service Software; ISO; Plant Equipment, Inc. ("Plant") -Motorola's E911 solution subcontractor; or any Motorola business sector other than CGlSS. Software not purchased through Motorola is not covered. Software Subscription services are not intended to, and do not, cover software support for virus attacks, games or other applications that are not part ofthe System, or misuse of the covered Software. Motorola is not responsible for management of anti-virus or other security applications (such as Norton). The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Provide to Customer the software bulletins announcing Enhancement Releases and Core Releases. 2.2 Provide to Customer (in response to a Customer order) those Features included in an Enhancement Release that apply to the Motorola Software in Customer's existing System components. 2.3 Perform the following Software upgrade design: 2.3.1 Review Infrastructure System audit data as needed. 2.3.2 Identify additional System equipment needed to implement an Enhancement Release, if applicable. 2.3.3 Complete a proposal defining the Enhancement Release, Equipment requirements, installation plan, and impact to System users that will fulfill the Customer's upgrade requirements. Software Subscription Approved by Contracts & Compliance -1/21/05 10f3 . MOTOROLA 2.3.4 Advise Customer of probable impact to System users during the actual field upgrade implementation. 2.4 Provide to Customer (in response to a Customer order) those Standard Features included in a Core Release that apply to the Motorola Software in Customer's existing System components. Optional Features issued with a Core Release are not included under these Software Subscription services but are available to Customer, under a separate agreement at a discount from current list price (20% for voice System Optional Features and 15% for data System Optional Features). Once an Optional Feature is provided to Customer, Enhancement Releases for that Optional Feature are available at no additional charge. 3.0 Customer has the following responsibilities: 3.1 Customer must contact its Motorola representative to order an available Enhancement Release or Core Release as directed in the Customer Support Plan. 3.2 Contact Motorola upon receiving a bulletin to engage the appropriate Motorola resources for an Enhancement Release. 3.3 Review Software installation plans and impact to the users with appropriate Customer personnel. 3.4 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services to Customer 4.0 Special provisions: the following provisions apply to the Software Subscription services: 4.1 Customer acknowledges that if its System has a Special Product Feature, additional engineering may be required to prevent an installed Enhancement Release or Core Release from overwriting the Special Product Feature. Upon request, Motorola will determine whether a Special Product Feature can be incorporated into an Enhancement Release or Core Release and whether additional engineering effort is required. 4.2 Customer is encouraged to install periodically Enhancement Releases because they may include minor performance enhancements and will keep the System current. In addition enhancement releases may contain updated versions of third party software enabling customers to obtain optimal support for these products. Customer is encouraged to migrate the Motorola Software to the most current Core Release because Enhancement Releases are available for a limited time for a given core release as defmed by Motorola's life cycle roadmap.. If Customer's System is not maintained to a currently supported Software version, all Core Releases and Enhancement Releases may not be compatible with Customer's existing System. 4.3 Additional hardware, software, or engineering services may be required if Customer desires to upgrade or migrate to a particular Core Release or Enhancement Release. If the size and complexity of Customer's System warrants, Motorola may provide consultation services to determine the technological, operational and fmancial impact of installing a particular Core Release or Enhancement Release on the System, pursuant to a separate agreement. Customer must pay for such consulting services and for any other engineering services, hardware, and software that are required to upgrade or migrate Customer's System due to each Enhancement Release or Core Release that Customer orders. 4.4 Customer may use the Software (including any Enhancement Releases and Core Releases) only in accordance with the applicable Software License Agreement. Nothing in this Statement of Work or caused by Motorola rendering these Software Subscription services is intended to modify the Software License Agreement or to alter Motorola's intellectual property rights in and to its Software. 4.5 Software Subscription services do not include repair or replacement of hardware or Software caused by defects that are not corrected by the Enhancement Releases and Core Releases, nor does it include repair or replacement of defects resulting from any nonstandard or improper use or conditions or from unauthorized installation of Software. 4.6 Customer may terminate Software Subscription services at any time by giving written notice of termination to Motorola. Such termination will be effective at the next annual anniversary date following Motorola's receipt of the notice of termination and may be partial if that is reasonably necessary to accommodate a significant change to Customer's System configuration. 4.7 These Software Subscription services and the parties' duties described in this Statement of Work will automatically terminate if Motorola no longer supports the Software version in Customer's System or discontinues the Software Subscription program; in either case, Motorola will refund to Customer any prepaid fees for Software Subscription services applicable to the terminated period. Software Subscription Approved by Contracts & Compliance -1/21/05 20/3 . MOTOROLA 4.8 Motorola may suspend or terminate these Software Subscription services, if Customer fails to pay Motorola any fees for Software Subscription services when due, Customer breaches the Software License Agreement or the Agreement, Customer's rights to use the Software under the Software License Agreement expires or is terminated, or Customer replaces its Motorola System with a system from another manufacturer. Software Subscription Approved by Contracts & Compliance -1/21/05 30[3 . MOTOROLA Statement of Work Local Radio Combo Package 1.0 Description Local Radio Combo Package provides operational check and board level repair services for mobile, portable, two-way and mobile data. An operational check is an analysis of the Equipment to identify external or internal defects. Local Radio Combo Package also includes service on standard palm microphones and single mobile controls heads, provided that they are required for nonnal operation of the two-way mobile and are included at the point of manufacture. Service is only included on Equipment specifically named in the applicable Agreement to which this Statement of Work is attached. Local Radio Combo Package excludes repairs to: optional accessories; iDEN accessories; iDEN mobile microphones; non-standard mobile microphones, mobile external speakers; optional or additional control heads, single and multiple unit portable chargers; batteries, mobile antennas; mobile power & antenna cables and power supplies. The following are excluded from Local Radio Combo service unless they are purchased as an option for an additional fee. The options are OnSite, Radio Survey and Analysis, Portable Remote Speaker Microphones, Portable Antenna Replacements Mobile Remote Control Heads. The tenns and conditions of this SOW are an integral part of Motorola's Service Tenns and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Service to be perfonned at the Servicer facility during Standard Business Days. 2.2 Perfonn an operational check on the Equipment to detennine the nature of the problem. 2.3 Remove/reinstall mobile or data Equipment from/to Customer's vehicle as needed for additional servicing. 2.4 Test and Restore the Equipment to Motorola factory specifications. 2.5 Remove any dust, and/or foreign substances from the Equipment. 2.6 Reprogram Equipment necessary to return Equipment to original operating parameters based on the template in the Equipment, if the template infonnation can be retrieved from the Equipment, or from a backup diskette provided by Customer containing the template infonnation. If the Customer template is not provided or not reasonably usable, a generic template utilizing the latest Radio Service Software (RSS) version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. 2.7 Notify Customer upon completion of repair for pickup of Equipment. 3.0 Customer has the following Responsibilities: 3.1 Deliver and pick up Equipment to/from the Servicer facility. 3.2 lnfonn Servicer of description of problem for Equipment brought in for service. 3.3 If the Equipment will not power up, or if desired, supply Servicer with a backup diskette with the Software template or programming in order to assist in returning the Equipment to original operating parameters. If applicable, record the current flashcode for each radio. 3.4 If Motorola must use a generic template to restore Equipment to operating condition, Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.5 Cooperate with Motorola and perfonn all acts that are reasonable or necessary to enable Motorola to provide the Local Radio Combo Package service to Customer. Local Radio Combo Package Page 1 of 1 Approved by Motorola Contracts & Compliance 04/30/04 . MOTOROLA Statement of Work SP-Microwave Service Repair 1.0 Description of Services Microwave Service Repair is a repair service provided by the Servicer for the Microwave equipment named on the Customer Equipment list. At the Servicer's discretion and responsibility, Infrastructure may be sent to Motorola, original equipment manufacturer, third party vendor, or other facility for repair. The terms and conditions of this Statement of Work (SOW) are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola Servicer has the following responsibilities: 2.1. Repair or replace Infrastructure at the Servicer facility or Customer location as determined by Servicer. Any replaced FRU will be of a similar kit and version, and will contain like boards and chips, as the Customer's malfunctioning FRU(s). Servicer is responsible for travel costs to a Customer location to repair Infrastructure. 2.2. Perform the following on Motorola Infrastructure: 2.2.1. Perform an operational check on the Infrastructure to determine the nature of the problem. 2.2.2. Repair or replace malfunctioning FRU, as determined by Servicer. 2.2.3. VerifY that Motorola Infrastructure is returned to Motorola manufactured specifications. 2.3. Provide the following service on select third party Infrastructure 2.3.1. Perform pre-diagnostic and repair service to confirm Infrastructure malfunction and eliminate sending Infrastructure with no trouble found (NTF) to third party vendor for repair, when applicable. 2.3.2. Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service. Servicer is responsible for all shipping and handling charges. 2.3.3. Coordinate and track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.4. Re-program Infrastructure to original operating parameters based on templates provided by Customer required by Section 3.2. If the Customer template is not provided or is not reasonably usable, a standard default template will be used. The Servicer will provide the standard template. 2.5. NotifY the Customer upon completion of repair or replacement. 2.6. Properly package, return ship or hand deliver Infrastructure to the Customer specified address. Servicer will pay return shipping charges, ifbeing sent via overnight carrier. 3.0 Customer has the following responsibilities: 3.1. Contact Servicer and provide the following information: 3.1.1. Provide customer name, address of site location, and symptom of problem. 3.1.2. Provide model description, model number, serial number, and type of System and Firmware version, if known. 3.2. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide Local Infrastructure Repair services to Customer. page 1 of 1 . MOTOROLA Statement of Work Local Radio Combo Package OnSite Option - Pick up & Delivery 1.0 Description of Service Equipment will be picked up from and delivered to the Customer's location. within a designated radius of the Servicer facility. Schedule pickups will be mutually agreed upon and outlined in the Customer Support Plan. This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0 Motorola has the following responsibilities: 2.1 Use reasonable efforts to pickup and deliver Equipment per the mutually agreed upon Customer location, days of week, and preferred time. If a pick up/delivery cannot occur according to the preferred schedule, Customer will be contacted prior to the scheduled pick up/delivery, to arrange a mutually agreeable alternative date and/or time for pick up/delivery. 2.2 Generate service receipt and leave with Customer. 3.0 Customer has the following responsibilities: 3.1 Designate mutually agreeable location for service pickup and delivery, days of week, and preferred time. 3.2 Provide problem description along with unit.