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CM-09-10-193© MOTOROLA Attn: National Service Support 1309 East Algonquin Road Schaumburg, IL 60196 (800) 247-2346 Date: 08/25/2009 Company Name: Attn: Billing Address: City, State, Zip: Customer Contact: Phone: Fax: ROUND ROCK, CITY OF 221 E Main St Round Rock, TX 78664 Howard Cruse (512)218-6629 SERVICE AGREEMENT Contract Number: S00001014451 Contract Modifier: Supercedes Agreement(s): Required P.O.: Customer # : Bill to Tag #: Contract Start Date: Contract End Date: Anniversary Day: Payment Cycle: Tax Exempt: PO#: No 1012673283 0001 10/01/2009 09/30/2010 Sep 30th MONTHLY Exempt From All Taxes Qty Model/Option Description Monthly Ext Extended 8 8 8 8 8 8 SVCO1SVC1420C SVCO1SVC2007C SVCO1SVC2008C SVC01SVC201OC SVC01SVC2011C SVCO2SVC0013C ***** Recurring Services ***** SP - LOCAL INFRASTRUCTURE REPAIR SITE(S) SP - ONSITE INFRASTRUCTURE RESPONSE SITE(S) SP - NETWORK PREVENTATIVE MAINTENANCE SITE(S) SP - TECHNICAL SUPPORT SERVICE SITE(S) SP - DISPATCH SERVICES SITE(S) SP - INFRASTRUCTURE REPAIR SITE(S) $ 601.68 $ 560.00 $ 260.00 $ 123.20 $ 64.00 $ 40.32 $ 7,220.16 $ 6,720.00 $ 3,120.00 $ 1,478.40 $ 768.00 $ 483.84 SPECIAL INSTRUCTIONS - ATTACHSTATEMENTOFWORKFOR PERFORMANCE DESCRIPTIONS Subtotal - Recurring Services $ 1,649.20 $ 19,790.40 Subtotal - One -Time Event Services $ .00 $ .00 Total $1,649.20 $19,790.40 Taxes - - Grand Total $ 1,649.20 $ 19,790.40 THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE APPLICABLE, TO BE VERIFIED BY MOTOROLA. Subcontractor(s) City State MOTOROLA -CITY OF AUSTIN D0314 SAN DIEGO CA MOTOROLA SYSTEM SUPPORT CENTER ELGIN IL MOTOROLA SYSTEM SUPPORT CTR -CALL CENTER D0066 SCHAUMBURG IL MOTOROLA SYSTEM SUPPORT -TECHNICAL SUPPORT D0068 SCHAUMBURG IL MOTOROLA - T6 SYSTEM MANAGER (CL412) FARMERS BRANCH TX I received Statements of Work that describe the services provided on this Agreement. Motorola's Service Terms and Conditions, a copy of which is attached to this Service Agreement, is incorporated herein by this reference. AUTHORIZED CUSTOMER SI c AURE icu ltS T2t, Ktis PE. TITLE ` fti li.CL DATE CUSTOMER (PRINT NAME) MOTOROLA REPRES I ATIVE (SIGNATURE) TITLE Michael Smith 51� - qQ _ /1�:� DATE MOTOROLA REPRESENTATIVE (PRINT NAME) PHONE FAX Service Terms and Conditions Motorola, Inc.,("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 normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment 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 DEFAULT/TERMINATION 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 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 contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12 EXCLUSIVE TERMS AND CONDITIONS 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement 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: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized representatives of both parties. 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 confidential information or data to any person, or use confidential 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 governmental 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 will be modified as necessary to conform to applicable 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. This 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 that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may assign its rights and obligations, and may subcontract any portion of its performance, under this Agreement. 17.6. 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 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 those services on a time and materials basis at Motorola's then effective hourly rates. MOTOROLA SP — Local Infrastructure Repair 1.0 Description of Services The Motorola System Support Center (SSC) will receive Customer request for service and dispatch a Servicer. The Servicer will respond to the Customer location based on pre -defined Severity Levels set forth in the Severity Definitions Table and Response times set forth in the Response Time Table in order to Restore the System. Motorola will provide Case management. The SSC will maintain contact with the on-site Servicer until System Restoral and Case is closed. The SSC will continuously track and manage Cases from creation to close through an automated Case tracking process. This Case management allows for Motorola to provide Case activity reports. 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. Continuously receive service requests. 2.2. Create a Case as necessary when service requests are received. Gather information to perform the following: 2.2.1. Characterize the issue. 2.2.2. Determine a plan of action. 2.2.3. Assign and track the Case to resolution. 2.3. Dispatch a Servicer as required by Motorola standard procedures and provide necessary Case information collected in 2.2. 2.4. Ensure the required personnel have access to Customer information as needed. 2.5. Servicer will perform the following on-site: 2.5.1. Run diagnostics on the Infrastructure or FRU. 2.5.2. Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.5.3. Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.5.4. If a third party Vendor is needed to restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 2.6. Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification in the Customer Support Plan required by section 3.2. If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 2.9. Notify Customer of Case Status as defined required by the Customer Support Plan: 2.9.1. Open and closed; or 2.9.2. Open, assigned to the Servicer, arrival of the Servicer on-site, deferred or delayed, closed. 2.10. Provide Case activity reports to Customer. 3.0 RZ Communications will provide Motorola with two dedicated RZ Technicians: 3.1. During normal business hours (Monday through Friday, 8:00 AM to 5:00 PM), excluding Motorola recognized holidays. 3.2. Totaling 80 normal business hours during the week (40 hours each per RZ Technician). 3.3. Who will initiate a call to the Austin FSO Manager at 8:00 AM each normal business day (Monday through Friday) to brief him on the cases which they will focus on for the day. 3.4. For after hours support based upon case severity. 3.5. Who have Motorola Service approval to work on the Austin / CWICS system. 3.6. Who have successfully passed the Austin background check and have been issued an Austin subcontractor badge. 3.7. Who have successfully completed the following minimum Motorola courses: Close Print View ASTRO 25 IV&D Training Recommended Courses Understanding Frame Relay ENG948 (Online Self Paced) Understanding TCP/IP ENG945 (Online Self Paced) Trunking Concepts TRK100-E (Online Self Paced) Radio Systems Overview RCS002-E (Online Self Paced) Understanding the Principles of LAN's and WAN's TEL1218-10 (Online Self Paced) Pre -Reqs Bridging the Knowledge Gap (ACT100) (Instructor Led 4.5 days) Completion of ASTRO 25 IV&D Trunked System Overview (ACS74200-E) Self -paced Online and a passing score on the post-test *Strongly Recommended Pre -Reqs Networking Essentials in Communication Equipment (NST762) (Instructor Led 4.5 days) Advanced Networking in Motorola Communications Equipment (NWT003) (Instructor Led 4.5 days) Simulcast ACS74204 - ASTRO 25 IV&D Digital Simulcast Workshop (Instructor Led 3 days) ACS74217 - ASTRO 25 IV&D IP Digital Simulcast Workshop (Instructor Led 3 days) Repeater Site ACS74205 - ASTRO 25 IV&D System Repeater Site (Instructor Led 3 days) ACS74208 - ASTRO 25 IV&D GTR 8000 Repeater Site Workshop (If system has GTR8000) (Instructor Led 3 days) Master Site ACS74201-V ASTRO 25 IV&D Introduction to Radio System Management Applications (5 2 -hour sessions) ACS74103 - ASTRO 25 IV&D Master Site Workshop (Instructor Led 5 days) System Management ACS74201-V ASTRO 25 IV&D Introduction to Radio System Management Applications (5 2 -hour sessions) ACS74102 - ASTRO 25 IV&D Radio System Management Workshop (Instructor Led 5 days) Moscad FXD005 MOSCAD NFM Maintenance Training (2006) (Instructor Led 3 days) FXD006 MOSCAD Network Fault Management Programming and Configuration Training (2006) ( Instructor Led 2 days) HPD ACS74206 - ASTRO 25 IV&D High Performance Data (Instructor Led 3 days) ACS74208 - ASTRO 25 IV&D GTR8000 Repeater Site Workshop (Instructor Led 3 Days) Digital Mutual Aid ACS74210-E ASTRO 25 IV&D Digital Mutual Aid (Self -paced Online) OTAR ACS74207 - ASTRO 25 IV&D Secure Communications Workshop (Instructor Led 5 days) Telephone Interconnect ACS74209-E ASTRO 25 IV&D Telephone Interconnect (Self -paced Online) Network Security ACS74211-E ASTRO 25 IV&D Network Security (Self -paced Online) 4.0 Customer has the following responsibilities: 4.1. Contact Motorola, as necessary, to request service continuously. 4.2. Provide Motorola with pre-defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 4.2.1. Case notification preferences and procedure. 4.2.2. Repair Verification preference and procedure. 4.2.3. Database and escalation procedure forms. 4.2.4. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 4.3. Provide the following information when initiating a service request: 4.3.1. Assigned System ID number. 4.3.2. Problem description and site location. 4.3.3. Other pertinent information requested by Motorola to open a Case. 4.4. Allow Servicers access to Equipment. 4.5. Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 2.5.2. 4.6. Maintain and store in an easily accessible location any and all Software needed to restore the System. 4.7. Maintain and store in an easily accessible location proper System backups. 4.8. For E911 systems, test the secondary/backup PSAP connection to be prepared in the event of a catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of switching to the backup PSAP. 4.9. Verify with the SSC that Restoration is complete or System is functional, if required by Repair Verification preference provided by Customer in accordance with section 3.2. 4.10. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services. Severity Definitions Table Severity Level Regular Response Time Problem Types Severity 1 Severity 1 • Response is provided continuously Within 4 hours from receipt of Notification Standard Business Day Severity 2 • Major System failure Within 4 hours from receipt of Notification Standard Business Day Severity 3 • 33% of System down Within 24 hours from receipt of Notification Standard Business Day ■ 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 Times Table (Customer's Response Time Classification is designated in the Service Agreement) Severity Level Regular Response Time Premier Response Time Limited Response Time Severity 1 Within 4 hours from receipt of Notification Continuously Within 2 hours from receipt of Notification Continuously Within 4 hours from receipt of Notification Standard Business Day Severity 2 Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day Severity 3 Within 24 hours from receipt of Notification Standard Business Day Within 24 hours from receipt of Notification Standard Business Day Within 24 hours from receipt of Notification Standard Business Day MOTOROLA Statement of Work SP - Infrastructure Repair 1.0 Description of Services SP - 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 (i.e. SmartZone system exhibit, SmartNet system exhibit). Infrastmcture 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 Infrastmcture is no longer supported by the original equipment manufacturer or third party vendor, Motorola may replace Infrastructure with similar Infrastmcture, when possible. 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 repair return authorization numbers when requested by lsi2stomeReceive malfunctioning Infrastmcture from Customer and document its arrival, repair and Mum. Perform the following service on Motorola Infrastrdiiiti5rd'erform an operational check on the Infrastmcture to determine the nature of the problem. 2.3.2. Replace malfunctioning FRU or Components. 2.3.3. Verify that Motorola Infrastructure is retumed to Motorola manufactured specifications, as applicable 2.3.4. Perform a Box Unit Test on all serviced Infrastructure. 2.3.5. Perform a System Test on select Infrastmcture. 2.4. Provide the following service on select third party InfrastrilzhirePerform pre -diagnostic and repair services to confirm Infrastmcture malfunction and eliminate sending Infrastmcture with no trouble found (NTF) to third party vendor for repair, when applicable. 2.4.2. Ship malfunctioning Infrastmcture to the original equipment manufacturer or third party vendor for repair service, when applicable. 2.4.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.4.4. Perform a post-test after repair by Motorola, original equipment manufacturer, or third party vendor to confirm malfunctioning Infrastmcture has been repaired and functions properly in a Motorola System configuration, when applicable. 2.5. Re -program repaired Infrastmcture to original operating parameters based on templates provided by Customer as required by Section 3.3. If Customer template is not provided or is not reasonably usable, a standard default template will be used. If IDO determines that the malfunctioning Infrastmcture is due to a Software defect, IDO reserves the right to reload Infrastmcture 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. 2.6. Properly package repaired Infrastmcture. 2.7. Ship repaired Infrastructure to the Customer specified address during normal operating hours of Monday through Friday 7:OOam to 7:OOpm CST, excluding holidays. 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 (SSC) and request a return authorization number prior to shipping malfunctioning Infrastructure or third party Infrastructure named in the applicable attached Exhibit. MOTOROLA 3.1.1. Provide model description, model number, serial number, type of System and Firmware version, symptom of problem and address of site location for FRU or Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lightning damage. 3.1.3. Follow Motorola instructions regarding inclusion or removal of Firmware and Software applications from Infrastructure being sent in for service. 3.1.4. Provide Customer purchase order number to secure payment for any costs described herein. 3.2 Properly package Infrastructure and ship the malfunctioning FRU, at Customer's expense and risk of loss to Motorola. Customer is responsible for properly packaging the Customer malfunctioning Infrastmcture 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. 3.3 Maintain templates of Software/applications and Firmware for re -loading of Infrastructure as set forth in paragraph 2.5. 3.4 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the SP - Infrastructure Repair services to Customer. 4.0 In addition to any exclusions named in Section 5 of the Service Terms and Conditions or in any other underlying Agreement to which this SOW is attached, the following items are excluded from SP - Infrastmcture Repair with Advanced Replacement: 1. All Infrastruchve over seven (7) years from product cancellation date. 2. Physically damaged Infrastmcture. 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. MOTOROLA Statement of Work SP - OnSite Infrastructure Response and Dispatch Service 1.0 Description of Services The Motorola System Support Center (SSC) will receive Customer request for service and dispatch a Servicer. For Mesh system a Servicer will be dispatched only to the central site where the Mobile Integrated System Controller (MISC) is located. The Servicer will respond to the Customer location based on predefined Severity Levels set forth in the Severity Definitions 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 will maintain contact with the onsite Servicer until System Restoral and Case is closed. The SSC will Continuously track and manage Cases from creation to close through an automated Case tracking process. This Case management allows for Motorola to provide Case activity reports. 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. Continuously receive service 2equests.Create a Case as necessary when service requests are received. Gather information to perform the following: 2.2.1. Characterize the issue. 2.2.2. Determine a plan of action. 2.2.3. Assign and track the Case to resolution. 2.3. Dispatch a Servicer as required by Motorola standard procedures and provide necessary Case information collected in 2.2. 2.4. Ensure the required personnel have access to Customer information as Picided. Servicer will perform the following on- site: 2.5.1. Run diagnostics on the Infrastructure or FRU. 2.5.2. Replace defective Infrastructure or FRU, as applicable. Customer, Servicer or Motorola may provide Infrastructure or FRU. 2.5.3. Provide materials, tools, documentation, physical planning manuals, diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.5.4. If a third party Vendor is needed to Restore the System, the Servicer may accompany that Vendor onto the Customer's premises. 2.6. Verify with Customer that Restoration is complete or System is functional, if required by Customer's repair Verification in the Customer Support Plan required by section 3.2. If Verification by Customer cannot be completed within 20 minutes of Restoration, the Case will be closed and the Servicer will be released. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Close the Case upon receiving notification from Customer or Servicer, indicating the Case is resolved. 2.9. Notify Customer of Case Status as defined required by the Customer Support Plan: 2.9.1. Open and closed; or 2.9.2. Open, assigned to the Servicer, arrival of the Servicer onsite, deferred or delayed, closed. 2.10. Provide Case activity reports to Customer. 3.0 Customer has the following responsibilities: 3.1. Contact Motorola, as necessary, to request service Continuously. 3.2. Provide Motorola with predefined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.2.1. Case notification preferences and procedure. MOTOROLA 3.2.2. Repair Verification preference and procedure. 3.2.3. Database and escalation procedure forms. 3.2.4. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.3. Provide the following information when initiating a service request: 3.3.1. Assigned System ID number. 3.3.2. Problem description and site location. 3.3.3. Other pertinent information requested by Motorola to open a Case. 3.4. Allow Servicers access to Equipment. 3.5. Supply Infrastructure or FRU, as applicable, in order for Motorola to Restore the System as set forth in paragraph 2.5.2. 3.6. Maintain and store in an easily accessible location any and all Software needed to Restore the System. 3.7. Maintain and store in an easily accessible location proper System backups. 3.8. For E911 systems, test the secondary/backup PSAP connection to be prepared in the event of a catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of switching to the backup PSAP. 3.9. Verify with the SSC that Restoration is complete or System is functional, if required by Repair Verification preference provided by Customer in accordance with section 3.2. 3.10. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services. Severity Definitions Table Severity Level MOTOROLA P Types oblem r Severity 1 m Response is provided Continuously Major System failure 33% of System down 33% of Site channels down Site Environment alarms (smoke, access, m temp, AC power. This level is meant to represent a major issue that results in an unusable system, subsystem, Product, or critical features from the ▪ Customer's perspective. No Workaround or immediate solution is available. iD m Severity 2 m 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, subsystem, product, or major noncritical features CD from a Customer's perspective iD Resp Severity 3 .mse Times Table ( m 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, subsystem, 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 C1 tomsdititait amiiisaia if ti nisiedeaigpitedritatheSaatigerrggceearent) product/system upgrades. Severity Level Standard Response Time Premier Response Time Limited Response Time Restoral Off Deferral Severity 1 Within 4 hours from receipt of Notification Continuously Within 2 hours from receipt of Notification Continuously Within 4 hours from receipt of Notification Standard Business Day 8 hours Time provided by Servicer * Severity 2 Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day Within 4 hours from receipt of Notification Standard Business Day 8 hours Time provided by Servicer * Severity 3 Within 24 hours from Within 24 hours from Within 24 hours from 48 hours Time provided by receipt of t'I1@td ti At143'these are Setea gti i l@at times. TrfccEialifiNAYMialshould be based on theServicer * SCAEKIWIStligt*Rdan. Standard Business Day Standard Business Day • Provide update before the specific contractual com nitments come due. * Note: Provide update to System Support Center before Deferral time comes due. MOTOROLA Statement of Work SP - Technical Support Service 1.0 Description of Services The SP - Technical Support service provides centralized remote telephone support for technical issues that require a high level of communications systems expertise or troubleshooting on Equipment. The Motorola System Support Center's (SSC) Technical Support Operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues. SP - Technical Support Service (i) does not include software upgrades that may be required for issue resolution; and (ii) does not include Customer training (iii) is only available for those system types supported and approved by Technical Support Operations. 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. Respond to requests for SP - Technical Support for the Restoration of failed Systems and diagnosis of operation problems in. 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 pol;sible. 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 0r�e. 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 SP - 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 predefined information prior to Start Date necessary to complete Customer Support Plan. 3.1.1. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.2. Contact the SSC in order to access the Technical Support Operation, provide name of caller, name of Customer, System ID number, Service Agreement number, site(s) in questions, and brief description of the problem. 3.3. Supply onsite presence when requested by System Support Center. 3.4. Validate issue resolution prior to close of the Case. 3.5. Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. MOTOROLA 3.6. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Technical Support service to Customer. Statement of Work SP - Network Preventative Maintenance 1.0 Description of Service SP - Network Preventative Maintenance will provide an operational test and alignment, on the Customer's Infrastructure Equipment (infrastructure or fixed network equipment only) to ensure the Infrastructure meets original manufacturer's specifications, as set forth in the applicable attached Exhibit(s), all of which are hereby incorporated by this reference. Customer's System type determines which Exhibit is applicable (i.e. SmartZone system exhibit, SmartNet system exhibit). SP - Network Preventative Maintenance will be performed during Standard Business Days. If the System or Customer requirements dictate this service must occur outside of Standard Business Days, Motorola will provide an additional quotation. Customer is responsible for any charges associated with helicopter or other unusual access requirements or expenses. The terms and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Notify the Customer of any possible System downtime needed to perform this 2.2 Phys irelly inspect the Infrastructure Equipment in the system (equipment cabinets, general circuitry, fault indicators, cables, and connections). 2.3 Remove any dust, and/or foreign substances from the 2.4 CIefrafilitorturiif. 2.5 Mipplioahlecord, align, adjust the Infrastructure Equipment parameters in accordance with the manufacturer's service manuals and the Rules and Regulations of the Federal Communications Commission (FCC), where applicable. 3.0 Customer has the following responsibilities: 3.1 Provide preferred schedule for SP - Network Preventative Maintenance 3.2 Atdl3sdoturehrl acknowledge any scheduled System 3.3 Mitthatainveriodic backup of databases, Software applications and 3.4 Eitalahislarend maintain a suitable environment (heat, light, and power) for the Equipment location and provide the Servicer full, free, and safe access to the Equipment so that the Servicer may provide services. All sites shall be accessible by standard service vehicles. 3.5 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the SP - Network Preventative Maintenance services to Customer. DATE: September 25, 2009 SUBJECT: City Manager Approval — October 2, 2009 ITEM: Consider executing a Service Agreement with Motorola for Fire Station Alerting. Department: Fire Department Staff Person: Larry Hodge, Fire Chief Justification: This Service Agreement will provide the following support to the Fire Station Alerting system; local infrastructure repair, onsite infrastructure response, network preventive maintenance, technical support services, and dispatching services. Funding: Cost: $19,790.00 Source of funds: General Funds Outside Resources: N/A BackEround Information: The current Service Agreement has expired and needs to be renewed October 1, 2009 UPDATED APRIL 2008 5/1212009 Request for City Council/City Manager Action 0 City Council El City Manager Submit completed form for all City Manager and City Council approvals. Department Name: Fire Department Contact Person: Charles Meserole / Billy Wusterhausen Project Mgr/Resource: Charles Meserole / Billy Wusterhausen Project Coordinator: Assigned Attorney: J Kay City Council or City Manager Approval Date: Agenda Wording Received: s � �n � t EP 2 9 tni9 cm -01 Original Documents Received: Tag #: Project Name: Service Agreement Motorola ContractorNendor: Motorola Funding Source: General Fund Additional funding Source: Amount: $19,970 Account Number: 5246-100-22000 10/2/2009 Consider executing a Service Agreement with Motorola for Fire Station Alerting Finance Information Is Funding Required? Initial Construction Contract Construction Contract Amendment Change Order Yes LQ No 11Change in Quantity 11jUnforeseen Circumstances Initial Professional Services Agreement Supplemental Professional Service Agreement # Purchasing/Service Agreement Purchase Order Item(s) to be purchased Other (Please clearly identify action on lines below) FINNC N/A, APPROVALS (t9+be t rvtmpIIted ONLyby ) �ia1 Final+ Approval Required Amount $19,790.00 Required for Submission of ALL City Council and City Manager Items Project Mgr. Signature: Dept. Director Signatur *City Attorney Signature:: City Manager Signature: Date: Date: Date: Date: *City Attomey signature is required for all items. REVISED 9/30/2009 LEGAL DEPARTMENT APPROVAL FOR CITY COUNCIL/CITY MANAGER ACTION Required for Submission of ALL City Council and City Manager Items Department Name: FIRE Project Mgr/Resource: CHARLES MESEROLE FiCouncil Action: • ORDINANCE Agenda Wording SERVICE AGREEMENT FOR FIRE STATION Project Name: ALERTING SYSTEM Contractor/Vendor: MOTOROLA NATIONAL SERVICE SUPPORT I-1 RESOLUTION City Manager Approval CMA Wording Consider executing a Service Agreement with Motorola for Fire Station Alerting. Attorney Approval IDAttorney Notes/Comments Date O:\wdox\SCCInts\012210901 \M ISC\00171935 Updated 6/3/08