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HomeMy WebLinkAbout06-1003 Motorola Sprint 06- 100- pmAe 244 Eiegt MEMORANDUM TO: Loni Mecum City Clerk FROM: Henry Gralak O'A Director, Elgin Emergency Communications SUBJECT: Motorola Preparation of Estimate (POE) for Rebanding of Frequencies used by the City of Elgin, Signed Original REFERENCE: Sprint Nextel Deal Number 8910427826 800 MHz Rebanding — Planning Funding Agreement (PFA) DATE: April 2, 2007 Attached is the signed original Motorola POE, the high level statement of work for the rebanding of public safety communications frequencies used by the City of Elgin. It is a companion document to the PFA, previously signed February 27, 2007. The Sprint Nextel Deal Number governs both documents. A copy of this POE has been sent to the Corporation Counsel's Office, and the outside counsel assisting the City of Elgin in the rebanding matter, Robert Schwaninger & Associates, P. C. WeAkA/ kg-e,(2.41 ires'ore 44„,g, Ilto tit I • October 3, 2006 Mr. Henry Gralak City of Elgin 151 Douglas Avenue Elgin, IL 60120 Dear Mr. Gralak, Motorola is pleased to present this proposal to assist you with estimating the design effort required to modify your radio system to comply with the Federal Communication Commission's Rebanding Report&Order. The FCC mandates that City of Elgin move their 800Mf lz System frequencies as part of an overall effort by the FCC to reduce interference in the 800M1-1z band. Motorola will work closely with City of Elgin to ensure that we have a complete understanding of your current operational needs and how they need to be considered while reconfiguring your operational, mission critical communication system. We will provide a complete evaluation of your system which will include the impact of the necessary changes to the newly assigned frequencies. These considerations will be incorporated into our preparation of the estimate to reband the 800MIfz radio system. Since the reconfiguration of your system will be perfommed while your system is on the air, it is critical that the proper evaluation and planning be completed. During the work required to estimate the design of the rebanding effort we will capture all necessary data to ensure successful rebanding. As a result, the final output of this effort will include our design to reband your 800MHz system. This design will provide a complete system description and impact analysis, a detailed cut over plan,and any unique requirements that have to be considered and accommodated. However, the first step in this total effort is to accurately evaluate your requirements. Motorola will commence this preparation of estimate for City of Elgin's system once this proposal is agreed to by Sprint Nextel and the rebanding Transition Administrator. As outlined in the guidelines of the Transition Administrator, the attached Statement of Work and accompanying price page should be included with your request for planning funding forms and faxed to the TA at 888-701-4380 or via email at Comments(a?800TA.org. If you have any questions regarding this proposal,please contact your Motorola Rebanding Strategist, Ron Elwell at 313-461.3822 or your Motorola Account Manager, Tom Browne at 847-576-5148. Please note that the following quote is considered Motorola confidential and proprietary. The following explains the confidential and proprietary conditions. This proposal contains valuable trade secret information belonging to Motorola; is and at all times will remain Motorola Confidential and Proprietary Information; is provided to you solely for your consideration of Motorola as a potential vendor and provider of products and services to assist you in reconfiguring your 800 MHz radio system as required by the FCC (the "Authorized Purpose"); and may not be disclosed by you to any other party except Sprint Nextel Communications, Inc.and the Transition Administrator. (Both have executed a Non-Disclosure Agreement with Motorola.) Also,you may disclose to your employees, agents, rebanding consultants, and attorneys Motorola's proposal or portions thereof, provided(i)they have a need to know and use the information contained in the Motorola proposal for performing their responsibilities for you in a manner that is consistent with the Authorized Purpose,and (ii)you ensure they are contractually bound to protect the Motorola Confidential and Proprietary Information from unauthorized use or disclosure before you disclose the information to them. Regards, Avec Yafiroan Marc Johnson Motorola Rebanding Lead—Systems Integration 1301 E.Algonquin Road,Schaumburg,IL 60196 Motorola 800 MHz Rebanding Project City of Elgin 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 Elgin Licensee City, State and Zip: Elgin, IL 60120 (Price excludes sales or other taxes) Summary of All Costs li Planning Cost sine '4171717._ al yo al "• IT ''Vendor" '` .-v..Tota ' Grand Total Category Internal and Internal Costs (not to Estimated Vendor Service Costs(not exceed/firm Expenses, Provider(s) to exceed fixed price) • Frequency Analysis Motorola 5,250.00 0.00 5,250.00 System Inventory Motorola 7,389.00 1,496.00 8,885.00 Engineering and Implementation Planning Motorola 21,175.00 2,992.00 24,167.00 Legal Motorola 0.00 0.00 0.00 Project Management Motorola 19,075.00 2,993.00 22,068.00 Other Motorola 0.00 0.00 0.00 Total Estimated Planning Costs $52,889.00 $7,481.00 $60,370.00 Page 2 of 19-10/3/2006 mMOTOROLA 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 Elgin 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 Elgin. This SOW is not a detailed reconfiguration specification and is not intended for use in a solicitation for services by City of Elgin. 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 Elgin 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 Elgin 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 3.7 months after the kickoff meeting. 2.0 Frequency Analysis 2.1 Co-channel Analysis Motorola will quote and provide co-channel analysis as requested by City of Elgin. 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 Page 3 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work 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 Elgin'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 IM Study - Motorola will perform inter-modulation study to identify possible hainiful RF emissions and interactions at each site affected by rebanding. Motorola will provide a report and recommendation to City of Elgin. If the proposed frequencies cannot be effectively used at the appropriate sites, Motorola will notify City of Elgin. (See Exhibit A-2 at end of this document for further information regarding Intermodulation study). Intermodulation Studies (IM) are necessary only under limited circumstances. To request an IM 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. Page 4 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work Qualifying Scenarios Suspected Site(s)Affected (yes/no) (if known) Location with two or more co-site transmitters Yes Site 1 — I90/Rt 25, Site 2— with potential to impair base station receivers. 120 S. State St., Site 3 — 74 N. Airlite, & Site 4— 10 N 459 Nestler Road. Licensee's fixed receive antenna is proximate to Yes Site 1 —I90/Rt 25, Site 2— a transmitting antenna other than your own. 120 S. State St., Site 3 —74 N. Airlite, & Site 4— 10 N 459 Nestler Road. Landlords or site managers of shared transceiver Yes Site 1 —I90/Rt 25, Site 2— sites requiring an analysis of the IM environment 120 S. State St., Site 3 —74 N. as part of site agreements when changing Airlite, & Site 4— 10 N 459 transmitting frequencies. Nestler Road. 2.4 Other Frequency Analysis Motorola will quote and provide additional frequency analysis services as requested by City of Elgin. Frequency Analysis deliverables include: Deftverables 'fli £stimated Date of Completion Co-channel Analysis report for reconfiguration proposal N/A Combiner Suitability report for reconfiguration proposal 3.7 months after kick-off meeting Intermodulation analysis report for reconfiguration 3.7 months after kick-off meeting proposal Other Frequency Analysis N/A Page 5 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work Vendor Labor Table Planning Cost �. . 'Start End Labor Labor Cost Expenses Vendor Category/Tasks Date Date Hours Rate (firs x Name f Rate) Fre uency Analysis Co-channel Analysis NA NA NA Motorola Combiner Suitability 10.00 $175 $1,750 Motorola Intermodulation Study 20.00 $175 3,500.00 Motorola Other Frequency Analysis 0.00 $175 0.00 Motorola Total Vendor Cost 30.00 $5,250.00 3.0 System Inventory 3.1 Infrastructure Inventory Motorola will conduct an inventory of City of Elgin'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 Elgin 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 Elgin'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 Elgin's system. Please refer to the System Description for unverified inventory estimates. 3.2 Subscriber Inventory 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. Page 6 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work 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. 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: Deliverables Estin iWi bat�b 1,M I0tibn Infrastructure inventory report for reconfiguration proposal 3.7 months after kick-off meeting Subscriber inventory report for reconfiguration proposal 3.7 months after kick-off meeting Vendor Labor Table Planning os Start I End Labor' Labor Cost ly 'Expenses Vendor `Category/Tasks Date Date Hours Rate Mrs x Name Rate) System Inventor Infrastructure Invento 27.00 $175 4,725.00 Motorola Subscriber Invento __ 18.00 $148 2,664.00 Motorola Total Vendor Cost __ 45.00 $7,389.00 $1,496.00 4.0 Engineering/Implementation Planning 4.1 Interoperability Planning The interoperability requirements are included in the System Description attachment at the end of this document. 4.2 Site Reconfiguration Motorola will generate a Reconfiguration Design which will consist of at a minimum Methods of Procedures, cut over plans and system test plans. Page 7 of 19-10/3/2006 MOTOROLA 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 Elgin 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 Elgin o Baseline and Acceptance Test Plan • Develop with City of Elgin 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/Reprogram/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 platfoittt 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. The evaluation of the network and subscriber will provide a retune, reprogram, upgrade or replace decision for each piece of equipment in the system that is affected by rebanding. Activities include: A Formatting City of Elgin's inventory data for assessment A Engineering analysis of assessment report Page 8 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work ➢ 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 Engineering/Implementation Planning deliverables include: Deliverables Estimated Date of Completion Interoperability plan section of reconfiguration proposal 3.7 months after kick-off meeting Develop Methods of Procedures for equipment to be reconfigured 3.7 months after kick-off for reconfiguration proposal meeting Develop and document cutover and fallback plans to be included in 3.7 months after kick-off the reconfiguration proposal meeting Develop and document baseline and acceptance test plans to be 3.7 months after kick-off included in the reconfiguration proposal meeting Suitability assessment report for inclusion in the reconfiguration 3.7 months after kick-off proposal meeting Vendor Labor Table Planning Cost StartEnd Tabor La "Cos' _ endoF ae• Category/Tasks Date Date Hours Rate (Hrs £ .1`am Rate Engineering/ Implementation Plannin Interoperability Planning 5.00 $175 875.00 Motorola Site Reconfiguration 85.00 $175 14,875.00 Motorola Retune/Reprogram/ Replace Determination 31.00 $175 5,425.00 Motorola total Vendor Cost 121.00 $21,175.00 $2,992.00 5.0 Project Management 5.1 Project 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 Elgin are fully met. The Project Manager will participate in all major activities associated with the reconfiguration planning activities described in this Statement of Work. Page 9 of 19-10/3/2006 ® MOTOROLA 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 Elgin Statement of Work The Project Manager will coordinate with City of Elgin, 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 Negotiations 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: Deliverables Estimated Date of Completion Execute Project Plan At the end of the project schedule Vendor Labor Table '.tannin Cos Start Ends a L,ab -. ` COMPW, ,--Expe • :,J i.ateuorv/Tasks Date Date Hours : Rate (lTrs x x I I Rate) • Project Mana cement Fixed Project Support 48.00 $175 8,400.00 Motorola Variable Project Support 43.00 $175 7,525.00 Motorola Negotiations Support 18.00 $175 3,150.00 Motorola Total Vendor Cost 109.00 $19,075.00 $2,993.00 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: Deliverables Estimated Date of Completion N/A N/A Page 10 of 19-10/3/2006 ® MOTOROLA 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 Elgin Statement of Work Vendor Labor Table ra ,Sti EaP9l'_ Other(ex ilain) 0.00 N/A 0.00 Motorola CoVendor Costst ■■ 0.00 $0.00 .- 7.0 City of Elgin Scheduling and Access Requirements In the event City of Elgin 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 Elgin to ensure optimum cooperation will be essential to effectively and efficiently execute the rebanding project. City of Elgin 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 Elgin to facilitate access to restricted areas. Any required identification cards must be provided by City of Elgin to rebanding personnel as needed to work in any area in which an authorized ID card is required. 8.0 Motorola Engineering & 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. Page 11 of 19-10/3/2006 ® MOTOROLA 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 Elgin Statement of Work 10.0 Notification and Conditions for Work Motorola will notify City of Elgin'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 Elgin 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. 11.0 Motorola and City of Elgin 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 Elgin. • Scheduling project meetings with City of Elgin at the project's start, execution of the project contract deliverables and to coordinate ensuing project activities with all Motorola and City of Elgin resources. • Providing engineering services in designing the agreed upon deliverables as developed in this proposal. • Providing City of Elgin 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 Elgin Responsibilities City of Elgin 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. Page 12 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work • Upon receipt, provide Motorola with a full copy of the Transition Administrators Frequency Proposal Report (FPR) for the affected licenses. • 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 Elgin 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 Elgin shall not unreasonably delay the execution of work by Motorola and will extend the timeline of the project when delays caused by City of Elgin are experienced. • City of Elgin may be required to provide vehicles and personnel during the inventory process. • City of Elgin shall identify any outstanding Motorola deliverables and formally request their completion through the mutual development of a project punch list. • City of Elgin shall grant final acceptance upon completion of all contractual deliverables. • City of Elgin 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 Elgin whenever situations are identified in which a risk situation presents itself. A decision will be jointly made between Motorola and City of Elgin 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 perfoittted 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 occur when re- initializing the unit. Motorola will make every effort to ensure that any failure occurring Page 13 of 19-10/3/2006 ® MOTOROLA 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 Elgin Statement of Work 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 Elgin Acceptance Upon submission of Motorola's rebanding plan to City of Elgin, 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 Elgin 800MHZ system has been completed. Frequencies and Call Signs 855.2125 810.2125 KNBX891 Voice 859.9875 814.9875 KNBX891 CntINoice 866.3250 821.3250 KNBX891 Cnt1Noice 866.6625 821.6625 KNBX891 Cnt1Noice 868.6250 823.6250 KNBX891 Cnt1Noice 853.9875 WPI-1X763 Cony 866.0125 821.0125 KNBX891 Cony 866.5125 821.5125 KNBX891 Cony 855.2125 810.2125 WQEC743 Voice 859.9875 814.9875 WQEC743 Cnt1Noice 866.3250 821.3250 WQEC743 Cnt1Noice 866.6625 821.6625 WQEC743 Cnt1Noice 868.6250 823.6250 WQEC743 CntINoice 866.0125 821.0125 WQEC743 Cony 866.5125 821.5125 WQEC743 Cony System Description Type of Technology Simulcast Page 14 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work Number of Sites impacted by Rebanding 4 Total Quantity of Stations 21 Number of Control Channels impacted by Rebanding 4 Number of Failsoft Channels impacted by Rebanding 5 Number of subscriber units on impacted Failsoft Channels 1077 What is the transmitter combining scheme To be determined Number of mobile units used for day-to-day communications covered 304 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 covered 773 by this RFPF Number of channels covered by this RFPF(exclude channels not to be 6 reconfigured) Number of sites to be inventoried under this RFPF 4 Page 15 of 19-10/3/2006 MOTOROLA 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 Elgin Statement of Work Number of entities using the 800 MHz system being reconfigured 0 Subsystem Descriptions MOSCAD Fire Alerting/Waste Water Management/Other 2 applications Quantity of radio linked MOSCAD RTUs and Centrals 19 Underground sub system networks(Beyond the scope of normal BDA 0 applications such as mines,railway systems, emergency communications facilities) The City of Elgin is able to operate all radios 1 in conventional, simplex mode (radio to radio) on channel 853 .9875 (call sign WPHX763) Interoperability Descriptions Adjacent jurisdictions / other licensees with interoperable agreements with this system owner. Quantities of radios in use on the adjacent system impacted by the change of frequencies on this system. Other Customer Name Mobiles Portables Cntl Sta KANE COUNTY OEM 3 0 0 STREAMWOOD,VILLAGE OF 42 123 5 HOFFMAN ESTATES FIRE DEPT. 27 60 5 HOFFMAN ESTATES POLICE DEPT. 44 82 2 Any special customer requirements we are aware of that the customer Not applicable would want included Such as (This customer wants to have the interoperable area with multiple systems rebanded as one effort to avoid multiple reprogramming efforts) Any additional information that is relevant to calculation a cost for Not applicable retuning the system. Page 16 of 19-10/3/2006 ® MOTOROLA 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 Elgin Statement of Work Other non-licensee users on the system & subscriber quantities—Not applicable System Inventory This is a customer provided, non-audited, inventory estimate for purposes of quoting. Total number of TxlRx sites in the system 4 Total number of Rx sites in the system 0 Total number of Simulcast Base Stations/Repeaters in System to be rebanded 21 Total number of conventional Base Stations/Repeaters in System to be rebanded 2 Total Number of Rx only stations in System 0 Total number of Transmit Combiners in System 5 Number of Antennas that need replaced TBD Number of controllers in the system 5 Total number of Tx Combiner Post filters to be replaced 0 Total number of Rx Multicouplers in System 4 Number of CEBs in the system 2 Total number of local operator positions in the system 11 Total number of remote operator positions in the system 0 Total number of dispatch centers 2 Number of control stations(Includes MOSCAD RTU and Central radios) 51 Number of mobiles 253 Number of portables 773 Number of Interoperability Users-Subscribers 0 Total number of BDA's in the system 3 Total number of Management Terminals 2 Total number of Programming Templates including interoperability agencies 45 Total Number of all other stations(not including rebanded stations)on all sites for IM study 79 Page 17 of 19-10/3/2006 MOTOROLA 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 Elgin -Simulcast Consent Form Consent to Release Information By Rebanding Licensee City of Elgin ("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. 16 By: Hmiw ,..., Man: . -0 Title: Cit Date: March 27, 2007 Page 18 of 19-10/3/2006 0 MOTOROLA 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 Elgin -Simulcast Acceptance Certificate CERTIFICATE OF COMPLETION FOR PLANNING FUNDING WORK Licensee Name: City of Elgin Deal Number: 8910427826 City of Elgin 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 Re eresentativ- Signature: Print Name: Olufemi Fel Title: City Manager Date: March 27. 2007 Motorola Representative: Signature: Print Name: Title: Date: 0 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. 1301 E.Algonquin Road,Schaumburg,IL 60196 Reconfiguration Planning Phase Agreement (Planning PhasServices Only;No Equipment, 3oft~se,or Impcmumuuion Phase Services) Motorola,Inc.("Motorola")and City of Elgin("Licensee"),whose main address is 151 Douglas Avenue, Elgin,IL 60120,enter into this Reconfiguration P]anning 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. �. On August 6, 2004, the FCC issued Report and Order FCC 04'160 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("TA") 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 (|) equivalent channel capacity; (2) equivalent signaling capacity, baud rate,and access time; (3)coextensive geographical coverage; and(4)equivalent operating costs. 12. ^'Cuofidcodallnfonnuhon^mounounyinbonnubontbutixdiociooedinwh8nn,&rup6ic.vr,huLormachine- 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 ordcr, 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. 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 Aoxcasmont" 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. Reconfiguration Planning Phase Services Agreement 1 1.5. "Effective Date"means that date upon which all Parties have executed this Agreement. 16. "Force Majeure"means an event,circumstance,or act of a third party(including Nextel and the TA)that is beyond a Party's reasonable control. An act of God, the public enomy, a government ondty, 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, opidcmius,cmbmguox, war, and riots are examples of a Force Majeure. 1.7. "Motorola Softwure" 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 puteoto, patent applications, inventions, copyrights, trade oocrcm, trademarks, trade namco, mask works, know'hm*, 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 &greomont, 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, huzdwurc, 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 in Section 9. Licensee will employ reasonable efforts to assist Motorola in providing the Reconfiguration Planning Phase morvicoo, and will provide reasonable access to Licensee's equipment, facilities, personnel and relevant information. Licensee will designate a point of contact person. 2.4. LlCENSB8'NBXTBLB2LAT10NSBlP. The TA's Reconfiguration Handbook indicates that Licensee and Nextel will form a "Planning Funding Agreement" ("PFA") and/or a "Frequency Reconfiguration Agreement" ("FRA") which, among other thingo, 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 Reconfiguration Planning Phase Services Agreement 2 eov.8.17.08ne"ision Motorola. Promptly after execution of the PFA and/or FRA, Licensee will provide to Motorola a copy of those portions of the PFA 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 $60,370.00.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. 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-l. Licensee's contact person and address for invoice purposes are: . Licensee may change this contact person or address by written notice to Motorola. Upon receipt of an 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. Reconfiguration Planning Phase Services Agreement 3 Rev.8.17.06 revision 4.2.2. Payment Due Date. Unless otherwise agreed between Nextel and Motorola, payment 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. If this investigation indicates the warranty claim is invalid or "out of scope," then Motorola may invoice Licensee for responding to the claim on a time and materials basis using Motorola's then current labor rates. Notwithstanding any reimbursement claim Licensee may have against the Relocation Funds,Licensee will pay the invoice for invalid warranty claims within thirty(30)days from the invoice date. 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 adequate 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 6.1. INDEMNITY BY MOTOROLA. Motorola will defend at its expense 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 Reconfiguration Planning Phase Services Agreement 4 Rev.8.17.06 revision 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 TA, 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. 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 arising 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. DEFAULT 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. 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, Reconfiguration Planning Phase Services Agreement 5 Rev.8.17.06 revision "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 TA,Nextel or Licensee on the other hand,as well any protective order or confidentiality restrictions or rules issued by the FCC or the TA. 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. 9.2. 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 GENERAL 10.1 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. 10.2 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. 10.3 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 Reconfiguration Planning Phase Services Agreement 6 Rev.8.17.06 revision 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. 10.4. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state, and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Licensee will obtain and comply with all FCC licenses and authorizations required for the installation, operation and use of the System. 10.5. 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. 10.6. 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 (Disputes); Section 8 (Limitation of Liability); and Section 9 (Confidentiality and Proprietary Rights);and all of the General provisions in Section 10. The Parties hereby enter into this Agreement as of the Effective Date. Licensee Motorola By: ',fit", By: . 6 4 �- � Name: • - MEM, , Name: APE . • : - Title: Cit Title: i ' ( . , ,/ ' Date: T ►Yi i• Date: Nextel Assigned Deal Number: 8910427826 Reconfiguration Planning Phase Services Agreement 7 Rev.8.17.06 revision . Attachment A-1 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<$3O8,000 Mobilization(i.e.,contract execution) 50% Complete Planning Activities 50% 2. Contract Price$300,000 and above Mobilization(i.e.,contract execution) 40Y6 Complete Suitability Assessment 40% Complete Planning Activities 20% Reconfiguration Planning Phase Services Agreement 8 Rev.8.17.00 "ovinion Attachment A-2 Statement of Work Reconfiguration Planning Phase Services Agreement 9 Rev.8.17.06 revision