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HomeMy WebLinkAboutMOTOROLA ... ;."' 1 ~t ". ',:~ '. MOTOROLA May 5, 2008 (revised June 17. 2008 and August I I, 2(08) Mr. Steve Smead RF Administrator Augusta Information Technology 530 Greene St., Annex 101-A Augusta, GA 30901 Dear Mr. Smead, Motorola is pleased to present this proposal for reconfiguration services required to modify your radio system to comply with the Federal Communication Commission's Rebanding Report & Order. The FCC mandates that the City of Augusta move their 800 MHz System frequencies as part of an overall effort by the FCC to reduce interference in the 800 MHz band. Motorola has worked closely with the City of Augusta to ensure that we have a complete understanding of your current operational needs and how these are to be considered while reconfiguring your operational, mission critical communication system. We have completed an evaluation of your system which included the impact of the necessary changes to the newly assigned frequencies. These' considerations have been incorporated into our preparation of the estimate to reband the 800 MHz radio system. Motorola will commence this reconfiguration effort for the City of Augusta system once this proposal is agreed to by 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 reconfiguration funding forms and faxed to Transition Administrator at 888-701-4380 or via e-mail to Comments(a)800TA.org. If you have any questions regarding this proposal, please contact your Motorola Rebanding Strategist, Max Hopper at 704-471-0822 or your Motorola Account Manager, Greg Saylors at 770-713-7043. Regards, J:ee .Mmpuvtd Lee Maynard Motorola Rebanding Lead - Systems Integration Motorola, Inc.. Networks & Enterprise 1301 E. Algonquin Road, Schaumburg, IL 60196 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia Agreement / Terms & Conditions ~ . - ... Reconfiguration Implementation Phase Agreement Motorola, Inc. ("Motorola") and City of Augusta ("Customer" or "Licensee"), whose main address is 530 Greene Street, Annex 101-A, Augusta, GA 30901, enter into this Reconfiguration Implementation Phase Agreement ("Agreement"), pursuant to which Licensee will purchase and Motorola will sell the Reconfiguration Implementation Phase products and/or services described below, and the parties will perform their duties as described in this Agreement. Motorola and Licensee may be referred to individually as a "Party" and collectively as the "Parties." This Agreement is made with reference to the following recitals. A. On August 6, 2004, the Federal Communications Commission ("FCC") issued a Report and Order FCC 04- 168 that modified its rules governing the 800 MHz band to minimize harmful interference to public safety communications systems. On December 22, 2004, the FCC issued a Supplemental Order and Order on Reconsideration FCC 04-294. The August 6 and December 22, 2004 orders, and any supplemental orders issued by the FCC, 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 Communications, Inc. ("Nextel") must relinquish some of its existing channels and must provide and pay relocation funds ("Relocation Funds") to enable affected licensees (like Licensee) 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 (the "T A") to ensure 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." This Agreement addresses only the Reconfiguration Implementation Phase. Licensee has selected Motorola to provide the Reconfiguration Implementation Phase Products and Services (as defined below). D. The Parties acknowledge that additional products or services may be needed for Licensee to achieve Comparable Facilities, and these additional products may be provided by other vendors and these additional services may be performed by Licensee's own personnel or by its other contractors. This Agreement describes only the Reconfiguration Implementation Phase Products and Services (and, if applicable, Upgrades) that Motorola is providing to Licensee. E. This Agreement is not intended to, and does not, apply to the delivery of any products or services that are not related to the Reconfiguration Implementation Phase activities. If Licensee desires to purchase from Motorola products or services that are not related to these reconfiguration activities, the Parties will document that transaction in another separate contract. However, Licensee may use this Agreement to purchase upgraded subscriber equipment. Upgrades will be paid with Licensee's own funds and not by Nextel. F. In some transactions with licensees it will be appropriate to complete the Reconfiguration Implementation Phase activities in multiple phases, with the first phase being the delivery and deployment of subscriber equipment and the second phase being all other work. If Licensee and Motorola agree this multi-phase approach is appropriate, then Motorola's Proposal identified below as Exhibit C will address only specific subscriber equipment (including Upgrades, if applicable) and related services, and the Parties will amend this Agreement in the future to add one or more additional Proposals to address the remaining Reconfiguration Implementation Phase work. Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver.9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions .~ .) .. For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Exhibit 8 Exhibit C Payment Milestone Schedule (Inapplicable to Subscriber Only Transactions) System Acceptance Certificate (Inapplicable to Subscriber Only, No Services Transactions) Motorola's Proposal dated May 5, 2008, June 17, 2008 and August 11,2008, which includes all of the "Technical and Implementation Documents" such as (if applicable): the "Reconfiguration Products List," the "Reconfiguration Services Statement of Work" or "SOW," including Benchmark Tests, if any, the "Reconfiguration Acceptance Test Plan" or "ATP," and the "Performance Schedule" Section 2 DEFINITIONS In addition to the defined terms above, capitalized terms used in this Agreement have the following meanings: 2.1. "Acceptance Tests" means those tests described in the Reconfiguration A TP, the primary purpose of which is to verify that the Licensee's System has been relocated onto Replacement Channels and reconfigured consistently with this Agreement. 2.2. "Benchmark Tests" means the initial tests performed by Motorola on behalf of Licensee to determine the current condition, capability, and functionality of Licensee's System. Depending on the complexity and specific requirements of the reconfiguration efforts, the Benchmark Tests may include testing of some or all of the following: channel capacity, signaling capacity, baud rate and access time, geographic coverage, penetration, redundancy, and other functional and operational capabilities and limitations of Licensee's existing facilities. The precise requirements of the Benchmark Tests are described in the Reconfiguration Services Statement of Work. Qualified representatives of Licensee may observe the performance of the Benchmark Tests. 2.3. "Comparable Facilities" means, as more fully described at Section 90.699(d) of the FCC's Rules, 47 C.F.R.g90.699(d), and as interpreted by the FCC in its orders and rulings, the Licensee's System (including the subscriber radio equipment) have at least the same operational capabilities that existed before relocation, including (1) equivalent channel capacity; (2) equivalent signaling capacity, baud rate, and access time; (3) coextensive geographical coverage; and (4) equivalent operating costs. 2.4. "Confidential Information" means any information that is disclosed in written, graphic, verbal, or machine- recognizable form, and is marked, designated, labeled or identified at the time of disclosure as being confidential or its equivalent; or if the information is in verbal form, it is identified as confidential or proprietary at the time of disclosure and is confirmed in writing within thirty (30) days of the disclosure. Confidential Information does not include any information that: is or becomes publicly known through no wrongful or negligent act of the receiving party; is already known to the receiving party without restriction when it is disclosed; is, or subsequently becomes, rightfully and without breach of this Agreement, of any other agreement between the Parties or of any applicable protective or similar order, in the receiving party's possession without any obligation restricting disclosure; is independently developed by the receiving party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing party. 2.5. "Contract Price" means the price for the Reconfiguration Implementation Phase Products and Services, whether set forth in one or multiple Proposals. The Contract Price excludes any applicable sales or similar taxes, Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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. J# " l Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia Agreement / Terms & Conditions and any Rebanding Radios, Non-Kit Accessories, and Flash Kits which will be invoiced directly to Nextel pursuant to Section 5.2.1.1. 2.6. "Cost Estimate" means the Licensee's certified estimate of costs as provided to Nextel and the T A submitted in conjunction with a request for Relocation Funds to provide Comparable Facilities. 2.7. "Licensee's Final Certification" means the Licensee's final certification to Nextel and the TA certifying that (i) the Acceptance Tests described in the Reconfiguration A TP have been satisfactorily completed, (ii) all necessary reconfiguration work has been satisfactorily completed to provide Licensee with Comparable Facilities, and (iii) Nextel and Licensee have agreed on the sum paid for such relocation of the Licensee's facilities. 2.8. "Customer Suitability Assessment" means the initial assessment services performed by Motorola to determine whether Licensee's System (infrastructure) is suitable for updating using the Motorola Software that has been especially modified for purposes of the 800 MHz band reconfiguration. 2.9. "Effective Date" means that date upon which all Parties have executed this Agreement. 2.10. "Field Services" means the reflashing and installation ofa Flash Kit (as defined in Section 3.1.4), firmware, programming, creation of user templates and/or setting of local configurations or other on-site services in accordance with the FCC's 800M Hz band plan on Licensee's System. 2.11. "Force Majeure" means a material event, circumstance, or act of a third party (including Nextel or the T A) that is beyond a Party's reasonable control. An act of God, the public enemy, a government entity, or another Party (including another Party's failure to comply with the 800 MHz Rules); strikes or other labor disturbances, general unavailability of necessary materials, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots are examples of a Force Majeure. 2.12. "Infringement Claim" means a third-party claim alleging that the Reconfiguration Implementation Phase Products manufactured by Motorola or any Motorola Software infringes upon the third-party's United States patent or copyright. 2.13. "Motorola Software" means Software that Motorola or its affiliated company owns. 2.14. "Non-Motorola Software" means Software that a party other than Motorola or its affiliated company owns. 2.15. "Non-Kit Accessory" means an accessory that is used for subscriber radios but is not part of the radio kit. 2.16. "Products" means either the hardware, Software, or both, that are provided under this Agreement. 2.17. "Proprietary Rights" means the patents, patent applications, inventions, copyrights, trade secrets, trademarks, trade names, mask works, know-how, and other intellectual property rights in and to any documents delivered by Motorola under this Agreement or any Motorola Software or equipment. 2.18. "Rebanding Radio" means a Motorola manufactured rebanding subscriber radio product (mobile or portable), including the accessories in the radio kit, that is designed and manufactured specifically for the 800 MHz rebanding initiative and is designated by Motorola with an "RB" model number. 2.19. "Reconfiguration Implementation Phase Products" means those Products to be provided by Motorola under this Agreement. 2.20. "Reconfiguration Implementation Phase Services" means those implementation services to be provided by Motorola under this Agreement. Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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. , j.' ,4, . Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia Agreement / Terms & Conditions 2.21. "Reconfiguration Implementation Phase Products and Services" means those Reconfiguration Implementation Phase Products and Reconfiguration Implementation Phase Services that Motorola sells under this Agreement. 2.22. "Software" means the Motorola and Non-Motorola Software in object code format that is furnished under this Agreement, including any releases or software kits to reprogram radios. This Agreement does not involve any source code. 2.23. "Specifications" means the functionality and performance requirements that are described in the Technical and Implementation Documents. 2.24. "System" means the hardware and software products that comprise the Licensee's existing 800 MHz radio communications system. 2.25. "System Acceptance" means the Acceptance Tests have been successfully completed. 2.26. "Trade-In Non-Kit Accessory" means a legacy accessory that is used for a Trade-In Radio but is not part of the radio kit, is owned and has been used by the Licensee, and which will be provided to Motorola as a trade-in in exchange for a Non-Kit Accessory on a one-for-one basis. 2.27. "Trade-In Radio" means a radio (whether manufactured by Motorola or any other manufacturer) that is owned and has been used by a Customer, and which will be provided to Motorola as a trade-in in exchange for a Rebanding Radio on a one-for-one basis. 2.28. "Upgrades" means upgraded features and functionalities to the Rebanding Radios that exceed what Licensee requires for Comparable Facilities. If applicable, the Upgrades are to be paid by Licensee with its own funds, and not by N extel, and any portion of this transaction related to the Upgrades is not subject to the T A or Nextel oversight. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. 3.1.1. General. The Parties will perform their respective contractual responsibilities III accordance with this Agreement, including the Technical and Implementation Documents. 3.1.2. Licensee Responsibilities. Licensee is responsible for all activities that are reasonable, necessary and prudent to make the Licensee's Syst,em satisfy the Comparable Facilities standard. Licensee has selected Motorola to assist it in accomplishing these activities and has determined that the Reconfiguration Implementation Phase Products and Services to be provided by Motorola under this Agreement are necessary for Licensee's System to satisfy the Comparable Facilities standard. 3.1.2.1. Licensee will designate a project manager who will be Licensee's point of contact person. Licensee will employ reasonable efforts to assist Motorola in providing the Reconfiguration Implementation Phase Services, and will provide reasonable and timely access to Licensee's equipment, facilities, personnel and relevant information. However, Motorola recognizes that certain work sites will require security clearances, and Motorola will cooperate in the timely provision of information sufficient to enable security credentials to be issued. 3.1.2.2. Licensee has contracted with Nextel in a Frequency Reconfiguration Agreement ("FRA") which, among other things, contractually obligates Nextel to pay directly to Motorola the Contract Price per the Payment Milestone Schedule (Exhibit A). Promptly after execution of the FRA, Licensee will provide to Motorola a copy of those portions of the FRA that pertain to Motorola's services, products, pricing and payment, including Schedules C and D to the FRA (redacted if necessary to exclude information not pertaining to Motorola). Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions 3.1.2.3. Licensee has submitted its Cost Estimate to Nextel and the T A, and will provide amended certified Cost Estimate(s) to Nextel and the TA if and when appropriate, including when any change order is requested by either Party. For the limited purpose of assisting Nextel and the T A to evaluate Licensee's Cost Estimate, Motorola authorizes Licensee to and Licensee will provide to Nextel and the T A a copy of this Agreement, including the exhibits and pricing, but such information is and remains Motorola Confidential Information as provided below in Section 13 (and pursuant to Non-Disclosure Agreements Motorola has with Nextel and the T A). After the successful completion of the Acceptance Tests described in the Reconfiguration ATP, Licensee will perform any other tests necessary for it to verify that its System meets the Comparable Facilities standard; and upon that verification, will submit Licensee's Final Certification to Nextel and the T A. 3.1.2.4. For the limited purpose of assisting Nextel and the T A to verify consistency concerning the rebanding products and services approved in the FRA and the rebanding Products and services ordered by Licensee and provided to Licensee under this Agreement, either Motorola or Licensee may provide to Nextel and the T A records showing the rebanding Products ordered, shipped, delivered, etc. (or a written summary of these records), and the services performed, but such records shall remain the Confidential Information of the applicable Party as determined by Section 13 below and will be protected under any non-disclosure agreements the Party has with Nextel and the T A. 3.1.3. Motorola Responsibilities. Motorola will provide the Reconfiguration Implementation Phase Products, and perform the Reconfiguration Implementation Phase Services, all in accordance with this Agreement. 3.1.4. Reprogramming. (Note: this section is not applicable to every customer system.) Motorola and Nextel have entered into an agreement (the "Development Services Agreement") to modify and test certain Motorola Software for rebanding because some customer systems have equipment that is capable of being reprogrammed rather than being replaced. The Development Services Agreement is confidential, and nothing in this Agreement is intended to reduce or nullify the confidential nature of the Development Services Agreement. As part of the Development Services Agreement and subject to various requirements, limitations and restrictions, Motorola has agreed to offer "Flash Kits" to appropriate customers so that their equipment may be reprogrammed. Concerning infrastructure equipment, Motorola will provide Flash Kits only if Motorola has performed a Customer Suitability Assessment and has determined that the customer's equipment is suitable for reprogramming. Concerning Motorola-manufactured subscriber equipment, Motorola will provide available Flash Kits without a suitability assessment, but Licensee acknowledges that not all Motorola subscriber models are capable of being reprogrammed. Even if a customer's system is of the type and model that is suitable for reprogramming, if Motorola determines that the customer's system is not on the last release of the Motorola Software, reprogramming might be infeasible or may require supplemental services, hardware, cabling, third party licensing fees, or other equipment to migrate the customer's system to the last supported version of the Motorola Software (referred to as "Direct Installation Services"). 3.1.4.1. Based upon the results of the Customer Suitability Assessment, the Reconfiguration Services SOW should indicate if Direct Installation Services are known and needed and, if so, the scope of the Direct Installation Services; and the appropriate number and type of Flash Kits to be ordered from Motorola to match the requirements of Licensee's System and upgrade plan as indicated in the Customer Suitability Assessment; and whether Motorola proposes to perform the Field Services concerning the installation of the Flash Kits. 3.1.4.2. If Licensee (rather than Motorola) performs the inventory of System equipment, Licensee agrees that its inventory report will be accurate and sufficiently detailed so that Motorola may perform the Customer Suitability Assessment. If the inventory report contains inaccurate, erroneous, or incomplete inventory information, Motorola is not liable for an incorrect or incomplete Customer Suitability Assessment; and any reassessment or consequences caused by Licensee's inaccurate, erroneous, or incomplete inventory information will be the responsibility of Licensee. Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver.9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions 3.1.4.3. Motorola is not obligated to (and does not intend to) offer, sell or provide to Licensee the Flash Kits for infrastructure equipment if Motorola does not perform the Customer Suitability Assessment and determines that Licensee's System is suitable. As described above in Section 3.1.4, Motorola will offer to provide Flash Kits for Motorola-manufactured subscriber radios without a suitability assessment. If Motorola performs the Customer Suitability Assessment and determines that infrastructure equipment in Licensee's System is suitable, and if Motorola performs the Direct Installation Services, if needed, and if Licensee orders the Flash Kits, then Motorola will offer to perform the Field Services (the scope and price of the Field Services will be addressed by means of a change order). To the extent applicable, Motorola's obligations to sell and provide Flash Kits, Direct Installation Services, and/or Field Services will be expressly described in the Reconfiguration Products List and Reconfiguration Services SOW. If they are not so described, then Section 3.1.4 is not applicable to this transaction. Nothing in this Agreement shall restrict or limit a qualified third party service provider selected by Licensee from performing Field Services, but if a party other than Motorola provides the Field Services, the warranty in Section 8.2.2 is inapplicable. 3.2. CHANGE ORDERS. 3.2.1. General. Either Motorola or Licensee may request changes within the general scope of this Agreement which, if agreed, will be reflected in a written change order. A change order is not effective until it is executed by each of the Parties. The Parties will negotiate in good faith any requested change order. 3.2.2. Reconfiguration Implementation Phase Products and Services. If a requested change causes (or is likely to cause) an increase in the Contract Price: (I) Motorola will provide Licensee with its written estimate of: (a) the scope of the changes to the Products and Services, and (b) the increase in the Contract Price due to the requested change, and (2) Licensee will perform its own analysis of the impact of the requested change on the Contract Price and the necessity of the changes to achieve the Comparable Facilities standard, and (3) Licensee will submit to Nextel and the TA its modified Cost Estimate and proposed FRA change order. Licensee will provide to Motorola a copy of any approvals or rejections of modifications to the Cost Estimate and to the FRA by Nextel or the T A. 3.2.3. Change Orders Not Approved by Nextel and the T A. If the commencement of all or a portion of the changed work is authorized in writing by Licensee but the change order is: (i) not submitted by Licensee to Nextel and the T A, or (ii) submitted but not approved by Nextel and the T A, then the authorized change in the work and the Contract Price will automatically convert to a request for additional work to be paid by Licensee with its own funds and the conversion will be without prejudice to Licensee's right to submit or re-submit the change order to Nextel or the T A or to dispute the decision by N extel or the T A refusing to approve the change order. 3.2.4. Emergencv Change Orders. If the subject of a change order involves a total System failure or a critical failure that diminishes radio communications and causes a significant public safety risk, and if Motorola and Licensee reasonably conclude that remediation efforts must occur before Licensee obtains Nextel and TA approval, then the Parties will follow the change order process to the extent reasonably practical, Motorola will perform the remediation work described in the Emergency Change Order, Licensee will promptly request approval or ratification of the Emergency Change Order by Nextel and the T A, and the provisions of Section 3.2.3 will apply if Nextel or the T A withhold approval. 3.3. MAINTENANCE AND SUPPORT SERVICES. Other than the warranty services described in Section 8, this Agreement does not cover any warranty, maintenance and support services. If Licensee and Motorola wish to address maintenance and support services, they may do so in a separate agreement. 3.4. SOFTW ARE. Motorola Software, including subsequent releases and Flash Kits, is licensed to Licensee in accordance with Motorola's applicable standard software license agreement (a copy of which will be provided to Licensee upon request and is incorporated herein by this reference). Non-Motorola Software is licensed to Licensee in accordance with the applicable standard software license agreement of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non-Motorola Software pursuant to the applicable Motorola software license agreement, in which case it applies and the copyright owner will have all of Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co. Georgia Agreement / Terms & Conditions Licensor's rights and protections under that Motorola software license agreement. Motorola makes no representations or warranties of any kind regarding Non-Motorola Software. Licensee hereby accepts and agrees to abide by all of the terms and restrictions of the applicable software license agreement. 3.5. REBANDING RADIOS AND TRADE-IN RADIOS. Licensee agrees that for each and every Rebanding Radio (and, as applicable, Non-Kit Accessory) that Motorola provides to Licensee under this Agreement (and for each and every upgraded radio that is provided in lieu of a Rebanding Radio by Motorola under any agreement), Licensee shall deliver to Motorola a Trade-In Radio (and, as applicable, Trade-In Non-Kit Accessory) on a one-for- one basis. Licensee will deliver the Trade-In Radios and Trade-In Non-Kit Accessories to Motorola as soon as practical after they are replaced by the Rebanding Radios and Non-Kit Accessories or at a different time mutually agreed by the Parties (but in no event later than 90 days after delivery of the Rebanding (or upgraded) Radio. Title to the Trade-In Radios and Trade-In Non-Kit Accessories shall pass from Licensee to Motorola upon delivery. For the purpose of determining when title to the Trade-In Radios or Trade-In Non-Kit Accessories passes from Licensee to Motorola under Section 3.5, the term 'delivery' means when Licensee has completely relinquished care and custody of the items and has physically delivered them to the exclusive care and custody of Motorola or its subcontractor who is performing the Field Services. Licensee acknowledges that Motorola intends to temporarily store the Trade-In Radios and Trade-In Non-Kit Accessories for inspection and inventory by Motorola and Nextel and to destroy them thereafter. Licensee shall be responsible to comply with its asset disposition policies and requirements concerning the Trade-In Radios and Trade-In Non-Kit Accessories. 3.5. I. Licensee's Failure to Deliver Trade-In Radios and/or Trade-In Non-Kit Accessories. If for any reason the number of Rebanding Radios (or upgraded radios) and/or the number of Non-Kit Accessories delivered by Motorola to Licensee exceeds the number of Trade-In Radios and/or the number of Trade-In Non-Kit Accessories delivered by Licensee to Motorola (the "Unmatched Equipment"), then Motorola will notify Licensee of this deficiency and Licensee will at its expense immediately return to Motorola the Unmatched Equipment in new condition. If Licensee fails to return the Unmatched Equipment to Motorola, then Motorola may charge Licensee for retaining the Unmatched Equipment and the unit price will be the full list price of the most similar non-rebanding Motorola radio and/or Non-Kit Accessory (or such lesser price as Motorola in its sole discretion may determine). Alternatively, Motorola may resort to any other available legal or equitable remedy, including specific performance. Licensee acknowledges that Nextel is not responsible to pay for Unmatched Equipment and Licensee agrees to pay Motorola for the Unmatched Equipment. If Licensee returns the Unmatched Equipment to Motorola but it is not in new condition, then Motorola may charge Licensee for the returned used Unmatched Equipment in an amount equal to the diminished value from new condition and Licensee agrees to pay this amount. Section 4 PERFORMANCE SCHEDULE 4.1. SCHEDULE. The Parties will perform their respective responsibilities in accordance with the Performance Schedule. As more fully described in the Statement of Work, the Parties will verify and, if necessary, modify the Performance Schedule after the project kick-off meeting by means of a mutually executed change order (which might require the approval of Nextel and the T A). In any Change Order, the Parties will determine whether (i) the work should be postponed pending Nextel and T A review and approval, and (ii) negotiation support concerning the Change Order is necessary. By executing this Agreement, Licensee represents that it has obtained all necessary approvals (including Nextel, the TA, and if necessary its legislative or governing authority) and authorizes Motorola to proceed with performance of this Agreement. 4.2. DELA YS. No Party will be liable for its non-performance or delayed performance if caused by a Force Majeure. A Party will notify the other Party 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. If a Force Majeure occurs, the Parties will execute a change order to extend the Performance Schedule for a time period that is reasonable under the circumstances. If Licensee (including its other contractors), Nextel or the T A delays the Performance Schedule, the Parties will execute a change order to extend the Performance Schedule and, if requested, compensate Motorola for all reasonable charges incurred because of the delay. Delay charges may include costs incurred by Motorola or its subcontractors for additional freight, warehousing and handling of Equipment; extension Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co. Georgia Agreement / Terms & Conditions of the warranties; travel; suspending and re-mobilizing the work; additional engineering, project management, and Waiting Time calculated at then current rates; and preparing and implementing an alternative implementation plan. However, any such delay for reasons other than Force Majeure, but which is outside of the control of the Licensee could make the Licensee in breach of its contract with Nextel and potentially cause it to be subject to non- recoverability of some costs. Section 5 CONTRACT PRICE, PAYMENT AND INVOICING 5.1. CONTRACT PRICE. 5.1.1. Contract Price. The Contract Price for the Upgrades (if applicable) in U.S. dollars is $551,589.00 Licensee agrees to pay the Contract Price for Upgrades and any applicable taxes and acknowledges that Nextel is not obligated to pay for Upgrades and applicable taxes. Motorola will not disclose to Licensee the price for Rebanding Radios (or RB radio equivalents if they are upgraded), Non-Kit Accessories, and Flash Kits but those items are covered by Section 5.2.1.1 below. The Contract Price in U.S. dollars for all other Reconfiguration Implementation Phase Products and Services is $195,212 as set forth in the Pricing Summary sheets in the applicable Proposal. Licensee represents that (1) its Cost Estimate is sufficient to cover the Contract Price and any applicable sales or similar taxes; and (2) Nextel and the T A have reviewed and approved Licensee's Cost Estimate. 5.1.2. Pavment from Nextel: Licensee Not Liable for Contract Price. Except for the Upgrades and applicable taxes, payment of the Contract Price and the price for Rebanding Radios (or RB radio equivalents if they are upgraded), Non-Kit Accessories, and Flash Kits is to come from Nextel and Licensee is not liable to pay Motorola these amounts. 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 any portion of this amount 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. 5.1.3. Motorola's Protections Concerning Payment bv 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, provided such actions do not require Licensee to participate in any litigation over non-payment by Nextel. The Parties will cooperate with each other and provide to each other, and to Nextel and the T A, such information (other than Confidential Information, which is governed by Section 13.1) as is reasonable or necessary to facilitate the prompt payment of the Contract Price to Motorola. 5.2. INVOICING AND PAYMENT. 5.2.1. Invoicing. Motorola will send to Licensee correct invoices for Upgrades upon shipment of the upgraded radio, and payment is due within thirty (30) days of receipt of invoice. Motorola will invoice Nextel for the Rebanding Radios (or RB radio equivalents if they are upgraded), Non-Kit Accessories, and Flash Kits upon shipment in accordance with a confidential agreement between Motorola and Nextel. As to the other Reconfiguration Implementation Phase Products and Services, Motorola will submit correct invoices to Licensee, with a copy to Nextel, in accordance with the pre-approved payment milestones set forth in Exhibit A. Licensee's contact person and address for invoice purposes are: Mr. Steve Smead, RF Administrator, Augusta Information Technology, 530 Greene Street, Annex 10l-A, Augusta, GA 30901. 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, if correct, 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 disapproval notice will explain the reasons for Licensee's disapproval. Motorola will Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions promptly correct any inaccurate invoice that Licensee disapproves, and resubmit the corrected invoice using the same process as described above in this paragraph. However, if disapproval of the invoice is a result of a deficiency in performance of work, activity, meeting schedule or deliverable, then Motorola must correct the deficiency before a revised invoice can be submitted to the Licensee and the process within this section begins again. 5.2.1.1. Motorola will provide to Licensee only a bill of lading for Rebanding Radios, Non-Kit Accessories, and Flash Kits, and provide the applicable invoice directly to Nextel; or Motorola may provide to Licensee an invoice at the typical sales prices/values for these products or at zero dollars ($0) with a notation that reflects the fact that Nextel has paid (or will pay) for these products directly to Motorola. If Motorola presents to Licensee a bill of lading or an invoice as permitted by this Section 5.2.1.1, Licensee will follow the Approval Notification process as described above but may assume the invoice amount is correct (and has no liability for incorrect invoices). 5.2.2. Tax ID Number. Motorola's Federal Tax Identification Number is 36-1115800. 5.2.3. Audit of Licensee's Records. The Order provides that after the reconfiguration work is completed, the TA will perform an audit of Licensee's records and "true up" procedure, whereby the reconfiguration work actually performed will be examined relative to the reconfiguration work described in Licensee's Cost Estimate, and any payment adjustments will be calculated and made. During this true up procedure, Motorola and Licensee will work together in good faith and will act reasonably in order for Licensee to accurately account for the invoices from and payments to Motorola. If necessary, the Parties will execute a change order to conform the scope of the actual reconfigured work performed to the scope of the contracted reconfigured work; this change order may result in an increase or decrease to the Contract Price. Nothing in this Agreement grants Nextel, the T A, the FCC, any part of the U.S. federal government, or Licensee the right to audit Motorola's records concerning this firm, fixed price Agreement or any other matter. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will prepay and add all freight charges to the invoices. Title to the Products, excluding Software, will pass from Motorola to Licensee upon shipment. Software is governed by the applicable software license agreement. Risk of loss to Products will pass from Motorola to Licensee upon delivery. Motorola will pack and ship all Products in accordance with good commercial practices. Section 6 SITES AND SITE CONDITIONS (To the extent applicable.) 6.1. ACCESS TO SITES. Licensee will provide any necessary construction and building permits, zoning variances, licenses, and any other approvals that are necessary to develop or use the sites or equipment; and access to the Licensee's work sites as reasonably requested by Motorola so that it may perform its duties in accordance with the Performance Schedule and Reconfiguration Services Statement of Work. 6.2. SITE CONDITIONS. Licensee will ensure that all work sites it provides will be safe, secure, and in compliance with all applicable OSHA and industry standards, including R-56. To the extent applicable, Licensee will ensure that these work sites have adequate physical space; air conditioning and other environmental conditions; electrical power outlets, distribution and equipment; and telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the System. Before installing the Products or performing services at a Licensee work site, Motorola will inspect the work site and advise Licensee of any apparent deficiencies or non-conformities with the requirements of this Section. Section 7 SYSTEM ACCEPTANCE (Inapplicable to Subscriber Only Transactions) 7.1. COMMENCEMENT OF ACCEPTANCE TESTING. Motorola will provide to Licensee at least five (5) days notice before the Acceptance Tests commence. Acceptance testing will occur only in accordance with the Reconfiguration A TP. Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions 7.2. SYSTEM ACCEPTANCE. System Acceptance will occur upon successful completion of the Acceptance Tests. Upon System Acceptance, Licensee and Motorola will memorialize this event by promptly executing the System Acceptance Certificate. If Licensee reasonably believes that the completed Acceptance Tests have failed, Licensee will provide to Motorola a written notice that includes the specific details of the failure. If Licensee does not provide to Motorola the notice within thirty (30) days after completion of the Acceptance Tests, System Acceptance will be deemed to have occurred as of the completion of the Acceptance Tests. Minor omissions or variances in the System that do not materially impair the operation of the System as a whole will not postpone System Acceptance, but will be corrected according to a mutually agreed punch list schedule. 7.3. FINAL PROJECT ACCEPTANCE. Final Project Acceptance will occur after System Acceptance and when all Motorola deliverables have been delivered and all Motorola work as described in this Agreement has been completed. When Final Project Acceptance occurs, Licensee and Motorola will promptly memorialize this final event by so indicating in the appropriate place on the System Acceptance Certificate. 7.4. COPIES TO NEXTEL AND THE TRANSITION ADMINISTRATOR. Licensee will provide to both Nextel and the T A a copy of all executed System Acceptance Certificates. Section 8 REPRESENTATIONS AND WARRANTIES (To the extent applicable.) 8.1. EQUIPMENT AND PARTS WARRANTY. 8.1.1. Equipment. For one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants that newly manufactured equipment it provides under this Agreement will be free from material defects in materials and workmanship under normal use and service. As used in Section 8, the term "Beneficial Use" means use for the intended purpose, excluding testing and training. This Agreement does not create or extend any warranties concerning equipment that was part of the System and was already in service at the Effective Date. 8.1.2. Parts. For ninety (90) days from the date of shipment to Licensee, Motorola warrants that component parts and boards that it provides under this Agreement will be free from material defects in materials and workmanship under normal use and service. 8.2. MOTOROLA SOFTWARE WARRANTY. 8.2.1. Standard Software Warrantv in Newlv Manufactured Equipment. For one (1) year from the date of System Acceptance or Beneficial Use, whichever occurs first, Motorola warrants the unmodified Motorola Software installed or embedded in newly manufactured equipment and delivered under this Agreement, when used properly and in accordance with the product documentation, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Motorola Software. Whether a defect occurs will be determined solely with reference to the published product documentation. Except as provided in Section 8.2.2, this Agreement does not create or extend any warranties concerning Software that was part of the System and was already in service at the Effective Date. 8.2.2. Special Motorola Software Warranty. This special Motorola Software warranty applies only to (i) Flash Kits for subscriber radios if Motorola receives Licensee's order for the appropriate number and type of Flash Kits and performs the Field Services concerning the subscriber radios; and to (ii) Flash Kits for infrastructure Equipment if Motorola performs the Customer Suitability Assessment, determines in writing that Licensee's System is suitable, performs the Direct Installation Services, if needed, receives Licensee's order for the appropriate number and type of Flash Kits, and performs the Field Services concerning the infrastructure equipment. THE MOTOROLA SOFTWARE THAT IS MODIFIED UNDER THE DEVELOPMENT SERVICES AGREEMENT (EXCLUDING SPECIAL FEATURES AND OTHER SOFTWARE THAT IS OUTSIDE THE SCOPE OF THE DEVELOPMENT SERVICES AGREEMENT), Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co. Georgia Agreement / Terms & Conditions WHEN INSTALLED BY MOTOROLA, WILL PERFORM IN ALL MATERIAL RESPECTS AND WILL INCLUDE MA TERIALL Y ALL FEATURES AND FUNCTIONALITY AS THE LAST MOTOROLA-SUPPORTED VERSION OF MOTOROLA SOFTWARE IN THE SYSTEM AND SUBSCRIBER EQUIPMENT WHICH IS BEING UPDATED AND/OR REPLACED. TO FURTHER AND SPECIFICALLY CLARIFY, MOTOROLA IS MAKING CHANGES, UPDATES AND MODIFICATIONS TO THE LAST MOTOROLA-SUPPORTED VERSION OF THE MOTOROLA SOFTWARE, AND IT IS THOSE CHANGES (REBANDING CHANGES) THAT MOTOROLA WARRANTS WILL RESULT IN MA TERIALL Y THE SAME FEATURES AND FUNCTIONALITY VERSUS THE LAST MOTOROLA-SUPPORTED VERSION OF THE MOTOROLA SOFTWARE. THE PARTIES MUTUALLY UNDERSTAND THAT MOTOROLA IS NOT PROVIDING A WARRANTY FOR ANY CHANGES OR LOSS IN FEATURES AND FUNCTIONALITY ("GETTING TO THE BASELINE LAST RELEASE") THAT MIGHT RESULT FROM FIRST HAVING TO UPGRADE ANY EXISTING LEGACY SYSTEM OR EQUIPMENT TO THE LAST MOTOROLA-SUPPORTED VERSION OF THE MOTOROLA SOFTWARE (PRIOR TO MAKING THE REBANDING MODIFICATIONS THAT ARE THE SUBJECT OF THE DEVELOPMENT SERVICES AGREEMENT). LICENSEE WILL HAVE NINETY (90) DAYS FROM SYSTEM ACCEPTANCE OR BENEFICIAL USE OF THE MOTOROLA SOFTWARE, WHICHEVER OCCURS FIRST, TO NOTIFY MOTOROLA IN WRITING OF A SOFTWARE WARRANTY CLAIM AS PROVIDED IN THE PRECEDING TWO SENTENCES. AFTER RECEIPT OF THE NOTICE, MOTOROLA WILL MAKE A GOOD FAITH INVESTIGATION OF THE WARRANTY CLAIM; AND IF THIS INVESTIGATION CONFIRMS A VALID WARRANTY CLAIM, MOTOROLA WILL (AT ITS OPTION AND AS ITS SOLE OBLIGATION AND THE CUSTOMER'S EXCLUSIVE REMEDY) EITHER: (I) CORRECT THE SOFTWARE DEFECT WITHOUT FURTHER CHARGE TO NEXTEL OR LICENSEE; (2) ACCEPT A RETURN OF THE EQUIPMENT THAT CONTAINS THE DEFECTIVE SOFTWARE AND OFFER TO EXCHANGE AN EQUIVALENT PRODUCT PURSUANT TO THIS AGREEMENT AND PROVIDE A CREDIT AGAINST THE PURCHASE PRICE IN THE AMOUNT EQUAL TO THE DIMINUTION IN VALUE OF THE EQUIPMENT CONTAINING THE DEFECTIVE SOFTWARE; OR (3) PAY TO LICENSEE AN AMOUNT EQUAL TO THE DIMINUTION IN VALUE OF THE EQUIPMENT CONTAINING THE DEFECTIVE SOFTWARE. THIS ACTION WILL BE THE FULL EXTENT OF MOTOROLA'S LIABILITY FOR THIS SOFTWARE DEFECT WARRANTY CLAIM. IF MOTOROLA'S INVESTIGATION OF LICENSEE'S WARRANTY CLAIM INDICATES THE CLAIM IS INVALID, MOTOROLA WILL BE ENTITLED TO CHARGE LICENSEE FOR RESPONDING TO THE CLAIM ON A TIME AND MATERIALS BASIS USING MOTOROLA'S THEN APPLICABLE RATES. 8.2.3. Flash Kit Medium Warranty. For 120 days from the date of shipment to Licensee or until System Acceptance if Motorola is performing the Field Services, Motorola warrants that the Flash Kit medium (i,e., the disks and/or dongles) that it provides under this Agreement will be in usable condition. To assert a warranty claim under this Section 8.2.3, Licensee must notify Motorola in writing of the claim before the expiration of the warranty period. Upon receipt of this notice, Motorola will provide one replacement Flash Kit medium to Customer as its sole and exclusive remedy for a breach of this Flash Kit Medium warranty. 8.3. RECONFIGURATION SERVICES WARRANTY. Motorola is not providing any new or additional warranties or extensions concerning Licensee-owned equipment or previously installed Software that is modified by the Reconfiguration Implementation Phase Services (except as provided in Section 8.2.2, if applicable). However, if that equipment or Software is covered under a written warranty or a maintenance contract between Licensee and Motorola that was entered into prior to the Effective Date, this Agreement does not adversely affect those pre- existing rights of Licensee. For ninety (90) days from the date of System Acceptance, Motorola warrants that the Reconfiguration Implementation Phase Services were performed in a good and workmanlike manner. THIS RECONFIGURATION SERVICES WARRANTY DOES NOT COVER ANY SERVICES OR DUTIES Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver.9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co. Georgia Agreement / Terms & Conditions PERFORMED OR OWED BY NEXTEL, LICENSEE, OR ANY OTHER CONTRACTOR HIRED BY THEM. MOTOROLA DOES NOT WARRANT THAT LICENSEE'S SYSTEM WILL BE COMPARABLE FACILITIES AFTER THE RECONFIGURATION WORK IS COMPLETED. IF LICENSEE BELIEVES ITS SYSTEM DOES NOT ACHIEVE COMPARABLE FACILITIES STATUS AFTER THE RECONFIGURATION WORK IS COMPLETED, IT MAY REQUEST FURTHER CHANGE ORDERS TO ACHIEVE COMPARABLE FACILITIES, THE CONTRACT PRICE WILL BE INCREASED ACCORDINGLY, AND ANY DISPUTE IN THIS MATTER WILL BE SUBMITTED TO THE TRANSITION ADMINISTRATOR FOR NON-BINDING MEDIATION AND RESOLUTION. 8.4. EXCLUSIONS TO EXPRESS WARRANTIES. These warranties do not apply to: (i) defects or damage resulting from use of the Products in other than their normal, customary, and authorized manner; misuse, accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; or Licensee's failure to comply with all applicable industry and OSHA standards; (ii) interoperability of Reconfigured Products with other subsystems (e.g., a CAD); (iii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iv) batteries or other consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 8.5. WARRANTY CLAIMS. To assert a warranty claim (other than concerning Section 8.2.2 or 8.2.3), 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 its option and at no additional charge to Licensee) repair the defective Product (or part), replace it with the same or equivalent Product (or part), or re-perform the Reconfiguration 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 and for any new or replacement Products (or part) delivered to Licensee. Notwithstanding any reimbursement claim Licensee may have against the Relocation Funds, Licensee will pay the invoice within thirty (30) days from the invoice date. Repaired or replaced Product and parts are warranted for the balance of the original applicable warranty period. All replaced Products or parts will become the property of Motorola. 8.6. ORIGINAL LICENSEE IS COVERED. These express limited warranties are extended by Motorola to the original Licensee and are not assignable or transferable. 8.7. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS, EQUIPMENT, MOTOROLA SOFTWARE, AND RECONFIGURATION SERVICES PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. EXCEPT FOR THE FOREGOING EXPRESS WARRANTIES, THE PRODUCTS, EQUIPMENT, MOTOROLA SOFTWARE, AND RECONFIGURATION 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. MOTOROLA DOES NOT WARRANT THAT LICENSEE'S USE OF THE MOTOROLA SOFTWARE OR PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT THE SOFTWARE OR THE PRODUCTS WILL MEET LICENSEE'S PARTICULAR REQUIREMENTS. MOTOROLA MAKES NO WARRANTIES CONCERNING NON-MOTOROLA SOFTWARE. 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. MOTOROLA DOES NOT WARRANT THAT THE SYSTEM OR EQUIPMENT OR SOFTWARE IN THE SYSTEM THAT IS MODIFIED BY THE RECONFIGURATION SERVICES, OR ANY NEWLY PROVIDED EQUIPMENT OR SOFTWARE, WILL SATISFY THE COMPARABLE FACILITIES STANDARD; THAT DETERMINATION IS FOR LICENSEE TO MAKE. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co. Georgia Agreement / Terms & Conditions Section 9 DISPUTES 9.1. SETTLEMENT PREFERRED. Except as otherwise required by the Order (e.g., Cost Estimate disputes) and except for a claim relating to intellectual property or breach of confidentiality provisions, the Parties, through their respective project or system managers, will attempt to settle any dispute arising from this Agreement through consultation and good faith negotiation. The dispute will be escalated to appropriate higher level managers of the Parties, if necessary. If cooperative efforts fail, the dispute will be mediated by a mediator chosen by the Parties within thirty (30) days after notice by one of the Parties demanding non-binding mediation. The Parties will not unreasonably withhold their consent to the selection of a mediator and will share the cost of the mediation equally; may postpone mediation until they have completed some specified but limited discovery about the dispute; and may replace mediation with another form of non-binding alternative dispute resolution ("ADR"). 9.2. LITIGATION. A Party may submit to a court of competent jurisdiction in the state in which the System is installed any claim relating to intellectual property or a breach of confidentiality provisions and any dispute that cannot be resolved between the Parties through negotiation or mediation within two (2) months after the date of the initial demand for non-binding mediation. Each Party consents to jurisdiction over it by that court. The use of ADR procedures will not be considered under the doctrine of laches, waiver, or estoppel to affect adversely the rights of either Party. Either Party may resort to the judicial proceedings described in this section before the expiration of the two-month ADR period if good faith efforts to resolve the dispute under these procedures have been unsuccessful; or interim relieffrom the court is necessary to prevent serious and irreparable injury to the Party. Section 10 DEFAULT AND TERMINATION If a Party fails to perform a material obligation under this Agreement, the other Party to whom performance is due 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 Licensee is the defaulting Party, Motorola may stop work on the project until it approves the cure plan or receives payment. Motorola will not assert a default against Licensee due to Nextel's failure to pay the Contract Price or applicable taxes. 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. In the event of termination for default, the defaulting Party will promptly return to the non-defaulting Parties any of its Confidential Information. Non-defaulting Parties will mitigate damages. Section 11 INDEMNIFICATION 11.1. 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 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 or intentional wrongdoing, 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's negligence or intentional wrongdoing caused the damage. This provision does not diminish any rights Licensee might have under any pre-existing Motorola warranty or maintenance agreement. 11.2. 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 and 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, Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions awards and damages resulting from a Motorola Claim and pay all losses, expenses or direct damages incurred by Licensee and caused by the Motorola Claim. The foregoing indemnity is conditioned on (i) Licensee giving Motorola prompt, written notice of any Motorola Claim, and providing to Motorola cooperation (and, if requested, reasonable assistance) in the defense of the Motorola Claim; and (ii) Motorola having sole control in the defense of the Motorola Claim and all negotiations for its settlement or compromise. Motorola will have no indemnity liability for the negligence or fault of Licensee, its other contractors, Nextel, or the T A, or any of their employees, agents or representatives. This section states the full extent of Motorola's general indemnification from liabilities that are in any way related to Motorola's performance under this Agreement. 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. 11.3. PATENT AND COPYRIGHT INFRINGEMENT. 11.3.1. Motorola will defend at its expense any suit brought against Licensee to the extent that it is based on an Infringement Claim, and Motorola will indemnify Licensee for those costs and damages finally awarded against Licensee for an Infringement Claim. Motorola's duties to defend and indemnify are conditioned upon: Licensee promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; Licensee providing to Motorola cooperation and, if requested, reasonable assistance in the defense of the Infringement Claim. 11.3.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense procure for Licensee the right to continue using the Products, replace or modify them so that they become non-infringing while providing functionally equivalent performance, or grant Licensee a credit for the Products as depreciated and accept their return. 11.3.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon the combination of the Products with any software, apparatus or device not furnished by Motorola; the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Products; any Product that is not Motorola's design or formula; a modification of the Motorola Software by a party other than Motorola; the failure by Licensee to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement, or, to the extent that the Infringement Claim could have been avoided or losses diminished if Licensee implemented Motorola's new Products as part of the reconfiguration rather than modifying existing or used products. This section states the entire liability of Motorola for infringement of patents and copyrights by the Products or any parts thereof. Section 12 LIMITATION OF LIABILITY Licensee acknowledges that the limitations set forth in this Section are integral to the prices being charged by Motorola under this Agreement, and that if Motorola assumed further liability other than as set forth in this Section 12, the prices would of necessity be set substantially higher. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision in this Agreement. Except for personal injury or death caused by newly manufactured Motorola Products, 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 recoverable under law, but not to exceed the portion of the Contract Price that has actually been paid to Motorola. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA (AND ITS OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES) WILL NOT BE LIABLE 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 THE 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, Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN TWO YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES EXCEPT FOR MONEY DUE UPON AN OPEN ACCOUNT. Some states do not allow the exclusion or limitation of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply in those states. However, the Parties intend for this Section 12 to apply to the maximum extent allowed under applicable law. Section 13 CONFIDENTIALITY AND PROPRIETARY RIGHTS 13.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide each other with Confidential Information. Any inventory report or Customer Suitability Assessment concerning Licensee's System that Motorola prepares for and delivers to Licensee shall be the Confidential Information of Licensee unless otherwise agreed by the Parties in writing. Any other document concerning the reconfiguration of Licensee's System that Motorola prepares for and delivers to Licensee under this Agreement (collectively, "Documentary Deliverable") shall be the Confidential Information of Motorola unless otherwise agreed by the Parties in writing, 13.1.1. 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, attorneys, accountants and/or consultants who have a "need to know" and who have executed adequate non-disclosure agreements with Licensee; 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, attorneys, accountants and/or consultants who have a need to know and 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 T A. 13.1.2. 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 inventory report or Customer Suitability Assessment 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. 13.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the owner of any Non-Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software. Nothing in this Agreement is intended to restrict the Proprietary Rights of Motorola, any owner of Non-Motorola Software, or any third party manufacturer of Equipment. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Licensee the Products or services remain vested exclusively in Motorola, and this Agreement does not grant to Licensee (or Nextel) any shared development rights of intellectual property. Except as explicitly provided in the applicable Software License Agreement, Motorola does not grant to Licensee (or Nextel), either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Licensee (and Nextel) will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, distribute, sublicense, sell or export the Software, or permit or encourage any Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver.9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions third party to do so. The preceding sentence will not apply to Open Source Software, if any, which is governed by the standard license of the copyright owner. Section 14 GENERAL 14.1. TAXES. The Contract Price does not include any amount for taxes, assessments or duties, all of which will be paid by Nextel or by Licensee as to the Upgrades, except as exempt by law. 14.2. ASSIGNABILITY AND SUBCONTRACTING. No Party may assign this Agreement without the prior written consent of the other Party. Motorola may subcontract any portion of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. Motorola will make reasonable commercial efforts to obtain Licensee's prior approval concerning any subcontractor who will perform work under this Agreement, but any authorized Motorola Service Shop shall be deemed approved. Licensee will not unreasonably withhold or delay its approval of any proposed subcontractor. All subcontractors' personnel having access to sites, system equipment or system data may be required to pass a security clearance prior to commencement of any subcontracted work, as required by the Licensee. 14.3 WAIVER. Failure or delay by a Party to exercise any right or power under this Agreement will not operate as a waiver of the right or power. Fora waiver of a right or power to be effective, it must be in writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 14.4. SEVERABILITY. If a court of competent jurisdiction renders any provision of this Agreement (or portion of a provision) to be invalid or otherwise unenforceable, that provision or portion of the provision will be severed and the remainder of this Agreement will continue in full force and effect as if the invalid provision or portion of the provision were not part of this Agreement. 14.5. INDEPENDENT CONTRACTORS. Each Party is an independent contractor with respect to the other, and a Party and its personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement grants a Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business organization of any kind. 14.6. HEADINGS AND SECTION REFERENCES. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement 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. 14.7. GOVERNING LAW. 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. 14.8. ENTIRE AGREEMENT. This Agreement, including all Exhibits, 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 (but not any other product sales, software license, or maintenance and support agreements). 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. 14.9. NOTICES. Notices required to be given by a Party to the others must be in writing and either delivered in person or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions Motorola Licensee Attn: Attn: fax: fax: 14.10. 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 before the scheduled installation of the Equipment. 14.11. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents to the other that it has obtained all necessary approvals, consents and authorizations to enter into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 14.12. VOLUNTARY AGREEMENT. Each Party represents and warrants 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 it considers necessary. 14.13. NO LIENS. Motorola agrees not to lien Licensee's System to secure payment of the Contract Price. 14.14. SURVIVAL OF TERMS. The following provisions survive the expiration or termination of this Agreement for any reason: Section 3.4 (Software); Section 3.5 (Rebanding Radios and Trade-In Radios); if any payment obligations exist, Section 5 (Contract Price, Payment and Invoicing); to the extent applicable, Section 8 (Representations and Warranties); Section 9 (Disputes); Section 11 (Indemnification); Section 12 (Limitation of Liability); and Section 13 (Confidentiality and Proprietary Rights); and all ofthe General provisions in Section 14. The Parties hereby enter into this Agreement as of the Effective Date. Licen~ By: Name' . S D Title:~ MIJJ 16TRltrO R. Date: /;).. -/7-Ofj Motorola By ~:1~~ ~ N a~ y :1.., I-f- Title: ')ItA. f . ( G.' <A-efL-, ~ . Date: V'C.9-r/. /J ~, ;).-oat[" Nextel Assigned Deal Number: Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions Exhibit A Payment Milestone Schedule Depending on the Contract Price set forth in Section 5.1.1, the following payment milestones apply: 1. Contract Price < $300,000 Mobilization (i.e., contract execution) 50% Motorola SOW Complete/System Acceptance 50% 2. Contract Price $300,000 to $1,000,000 Mobilization (i.e., contract execution) 35% Complete Programming & Installation of Subscriber Equipment 45% Motorola SOW Complete/System Acceptance 20% 3. Contract Price> $1,000,000 Mobilization (i.e., contract execution) 35% Shipment of Subscriber Equipment 20% Complete Programming & Installation of Subscriber Equipment 15% Complete Rebanding Infrastructure/Final Cutover 15% Motorola SOW Complete/System Acceptance 15% Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver. 9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions Exhibit B System Acceptance Certificate Licensee Name: City of AU!!Usta. Geon!:ia Project Name: Motorola 800 MHz Rebandin2 Proiect This System Acceptance Certificate memorializes the occurrence of System Acceptance. Motorola and Licensee acknowledge that: I. The Acceptance Tests set forth in the Acceptance Test Plan have been successfully completed. 2. The System is accepted. Licensee Representative: Motorola Representative: Signature: Print Name: Signature: Print Name: Title: Date: Title: Date: FINAL PROJECT ACCEPTANCE: Motorola has provided and Licensee has received all deliverables, and Motorola has performed all other work required for Final Project Acceptance. Licensee Representative: Motorola Representative: Signature: Print Name: Signature: Print Name: Title: Date: Title: Date: Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver.9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Agreement / Terms & Conditions Exhibit C Motorola's Proposal Including the Technical and Implementation Documents Reconfiguration Implementation Phase Agreement - Tilles G MOTOROLA Ver.9.20.07 Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia SED Proposal/Statement of Work - /tIIOTOROLA intelligence everywhere"'" Augusta-Richmond County, Georgia Subscriber Equipment Deployment G MOTOROLA 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 MOlorola. Inc.. or its designees. Motorola Conjidentiat Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work Table of Contents 1.0 Introduction 2.0 System Description 3.0 System Inventory and Suitability Assessment 4.0 Interoperability 5.0 Implementation Plan for Subscriber Equipment Deployment 6.0 Motorola Professional Services 7.0 Local Service Support 8.0 Risks 9.0 Mediation 10.0 SED Acceptance 11. 0 Reconfiguration Pricing Attachments G MOTOROLA Design. technical and pricing i'?forma/ion 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 Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work 1. 0 INTRODUCTION This document provides the proposal to replace certain subscriber radios associated with Augusta-Richmond County operating on the Palmetto 800 radio communications system. 2.0 SYSTEM DESCRIPTION Augusta-Richmond County operates its subscriber radios on infrastructure belonging to the Palmetto 800 system. The rebanding of the Palmetto 800 system will be addressed in a separate proposal. This Augusta-Richmond County Subscriber Equipment Deployment (SED) proposal addresses the 617 radios operated by Augusta-Richmond Co, GA that require replacement due to rebanding. The proposal identifies the radios requiring replacement, the model radio to be supplied, the programming of the new radio and the installation. This proposal does not address the radios that do not require replacement. These radios will be covered in the Palmetto 800 FRA proposal. ASSUMPTIONS This quotation to provide SED only rebanding services to Augusta-Richmond County is based upon information supplied by Augusta-Richmond County or those authorized to act on its behalf. Motorola deems this information credible, accurate and current. No Fixed Network Equipment (FNE) will be rebanded under this SED. Any missing information should be provided to Motorola as soon as possible. Any unconfirmed information should be validated as soon as possible. Inaccurate information could alter or modify the terms of this quotation. Motorola understands that Augusta-Richmond County will negotiate directly with Sprint Nextel for any parts inventory items stocked by Augusta-Richmond County and its representatives used to maintain their system. Therefore, these items have not been included as part of this proposal. 3.0 SYSTEM INVENTORY AND SUITABILITY ASSESSMENT Motorola completed detailed audits of the customer's subscriber radio inventory and a Suitability Assessment Impact Report (SAIR) has been produced based on that data collection. The proposed rebanding operation is based on specific impacts anticipated for this system and all of its components. Specifically, the report indicates whether each of these system components may be easily retuned, whether they first require reprogramming to allow retuning, or whether they must be replaced to accomplish the migration to the new frequencies prescribed in the FCC order. Please review the Suitability Assessment Impact Report; Attachment A. "-' MOTOROLA Design. technical and pricing i1?formalion contained in this offering is considered proprietary and may not be shared ",'ith any person or agency not directly associated with the addressee without the express wrillen consent of Motoro/a, Inc.. or its designees. Motorota Confidentiat Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work 4.0 INTEROPERABILITY Augusta-Richmond County has indicated interoperability requirements with all other users of the Palmetto 800 system. All interoperability issues will be addressed in the Palmetto 800 rebanding proposal. 5.0 IMPLEMENTATION PLAN FOR SUBSCRIBER EQUIPMENT DEPLOYMENT Motorola will replace, install and program specific model radios as identified in the Suitability Assessment Impact Report. Additionally, Motorola will provide Project Management to coordinate the installation of the supplied radios. IMPACT ON SUBSCRIBERS Motorola completed a Suitability Assessment Impact Report (see Attachment A) based on subscriber data collection. The proposed rebanding operation is based on specific impacts anticipated for subscribers. The Subscriber Suitability Assessment dictates the following actions: L TS2000 Replace 442 XTS2500 LCS2000 Replace 67 XTL2500 DASH MTS2000 Replace 15 XTS2500 MODEL1.5 SPECTRA CONSOLETTE Replace 20 XTL5000 SPECTRA W9 Replace 16 XTL5000 TM SPECTRA DASH Replace 6 XTL2500 DASH SPECTRA REMOTE Replace 35 XTL2500 TM SPECTRA CS Replace 16 XTL2500 CS Retune: Replace: Reprogram: Definitions Update the channel frequencies via the Customer Programming Software/Radio Service Software. Cannot be updated to support new frequencies or band plans. A new radio is required. Update operating software via software FLASH with new frequencies & band plan. Any reprogramming activity requires jlashing. After applyingjlash. program the radio with the new frequency. (Cont'd. on next page) G MOTOROLA 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 MOlorola. Inc.. or its designees. Motorola Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work IMPACT ON SUBSCRIBERS (Cont'd.) L TS2000 MTS2000 LCS 2000 DASH SPECTRA CONSOLETTE SPECTRA W9 SPECTRA DASH SPECTRA TM SPECTRA CS SPECTRA CS Replace Replace Replace Replace Replace Replace Replace Replace Replace 442 15 67 20 16 6 35 12 4 XTS2500 XTS2500 MODELl.5 XTL2500 DASH XTL5000 CONSO. XTL5000 TM XTL2500 DASH XTL2500 TM XTL5000 Cons Tone Rem XTL2500 CS Retune: Replace: Reprogram: Definitions Update the channel frequencies via the Customer Programming Software/Radio Service Software. Cannot be updated to support newfrequencies or band plans. A new radio is required. Update operating software via software FLASH with new frequencies & band plan. Any reprogramming activity requires flashing. After applying flash. program the radio with the new frequency. COMPARABLE FACILITY RADIOS XTS2500 XTS2500 $ 801,00 $ 354,042.00 XTS2500 MODELl.5 XTS2500 MODELl.5 $ 999,00 $ 999.00 XTS2500 MODEL1.5 XTS5000 RUGGED $ 2,336.00 $ 32,704.00 XTL5000 XTL5000 CONSO. $ 1,544,00 $ 30,880.00 XTL5000 T.M. XTL5000 T.M. $ 1,307.00 $ 20,912.00 XTL2500 DASH XTL2500 DASH $ 700.00 $ 51,100.00 XTL2500 T.M. XTL2500 T.M. $ 700.00 $ 24,500.00 XTL2500 CS XTL5000 CONSO. $ 2,616.00 $ 31,392.00 XTL2500 CS XTL2500 C.S. $ 1,265.00 $ 5,060.00 G MOTOROLA Design. technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency not direc/ly associated with the addressee without the express wril1en consent of Molarola, Inc., or its designees. Motorola Conjidentiat Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work 6.0 MOTOROLA PROFESSIONAL SERVICES MOTOROLA PROJECT MANAGER (PM): The Motorola Project Manager (PM) will oversee the activities for each stage of the rebanding effort to ensure a smooth execution of all deliverables and that the requirements of Augusta- Richmond County's SED are fully met. The PM will coordinate with Augusta-Richmond County's System Manager, and any subcontractor or other third-party organization participating in this work; to keep this effort within the schedule to be agreed upon and finalized at the kick-off meeting. During the SED Implementation, a representative from Augusta-Richmond County will serve as a single point of contact for Motorola, Assuming no unanticipated delays, the project is estimated to be completed 90 work days from Notice to Proceed. A work day is defined as 8:00 AM to 5:00 PM, Monday through Friday unless specified above. SED Implementation is scheduled to be completed during normal work hours. Should it become necessary to conduct some of the work after normal business hours, that work will be charged at the overtime rate. Motorola Project Manager - Project Administration Activities: 1. Generate preliminary Project Schedule 2. Provide Project Schedule status updates 3. Manage project SOW and change orders 4. Reconcile Equipment Lists to the contract 5. Arrange equipment inventory process and logistics 6. Provide contract administration 7, Provide project resource management 8. Assure proper archiving of project information 9. Provide Customer and project team communications management 10, Assure project level deliverables 11. Coordinate and share customer meetings 12. Generate written reports as required 13, Maintain and facilitate resolution of general punch list items Motorola Project Manager - Subscriber Programming Activities: 1. Facilitate Customer meetings to determine information for programming templates 2, Obtain Customer / Agency Approval of programming templates prior to initiating programmmg 3. Plan and manage delivery of SED units for all required departments and agencies 4. Plan and manage subscriber unit collection and return of replaced radios & accessories 5. Maintain and facilitate resolution of subscriber punch list items G MOTOROLA Design. technical and pricing i~rormation 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 Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Au/{Usta-Richmond Co, Georgia SED Proposal/Statement of Work MOTOROLA SYSTEMS ENGINEER (SE): For the purpose of this SED, the Motorola Systems Engineer has the following responsibility: Motorola System Engineer - Project Administration Activities: I. Validate equipment orders for Motorola equipment to accommodate inventory shipping schedules Motorola System Engineer - Subscriber Programming Activities: 1. Assess Equipment/Template Suitability and Resolve Issues MOTOROLA SYSTEMS TECHNOLOGIST (ST): For the purpose of this SED, the Motorola Systems Technologist will perform the following activities: Motorola Systems Technologist - Subscriber Programming Activities: 1. Oversee programming of sample radios with approved templates as provided by Augusta-Richmond County and deliver for Customer evaluation 2. Validate "as built" template documentation 3. Provide ownership of technical issues Motorola Responsibilities Motorola will: 1. Schedule a project kick off meeting with Augusta-Richmond County at the project's start. 2. Execute the project contract deliverables and coordinate ensuing project activities with appropriate Motorola and Augusta-Richmond County resources. 3. After project kick-off, Motorola will provide Augusta-Richmond County with preliminary schedule and progress updates (see Project Schedule; Attachment C). This schedule will outline an implementation plan for the SED to be used during the SED process to ensure disruptions are minimized. The schedule should reflect the following; a. Timeline of events, and b. Identified deliverables 4. Create subscriber programming templates (where applicable) based upon customer provided information: a. Conduct meetings with department and/or agency representatives designated by Augusta-Richmond County. These meetings will gather the necessary information for Motorola to create the templates. b. Will review and coordinate the development of the programming templates with its technical staff and Augusta-Richmond County's representatives. c. Conduct final meeting with Augusta-Richmond County and its representatives to achieve final approval of templates prior to subscriber programming, G MOTOROLA Design. technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency nol directly a~sociated with the addressee without the express wrlllen consent of Motorola, Inc.. or its designees. Motorola Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project AUKusta-Richmond Co, GeorKia SED Proposal/Statement of Work 5. Return all of the replaced subscriber radios and related accessories to Motorola within 30 days of the new subscriber radios and accessories being shipped. (See Attachment D; Equipment Return Process.) Augusta-Richmond County's Responsibilities Augusta-Richmond County will: 1. Provide a signatory who has authority to sign all appropriate project documents required for this project and any other agreements required. 2. Provide support and approval for subscriber programming templates (where applicable): a, Identify agency/department representatives that are needed to participate in the subscriber programming template process. b. Augusta-Richmond County's department and/or agency representatives will gather necessary information to create subscriber programming templates and provide this information to Motorola. c. Augusta-Richmond County's department and/or agency representatives will review draft templates with Motorola and will advise on any changes that may be required. d. Augusta-Richmond County will provide written approval of templates prior to subscriber programming. 3. Provide the Programming Access Key (PAK) for each system that has to be programmed into this licensee's subscriber units. 4. Provide the subscriber radios and fleet coordination to ensure on-time project completion. 5. Ensure all radios to be replaced are turned in to the designated local Motorola facility and are accounted for. 6. Not unreasonably delay the execution of work by Motorola and will extend the timeline of the project when delays caused by Augusta-Richmond County are experienced. 7. May be required to provide personnel during the reconfiguration process, 8. Identify any outstanding Motorola deliverables and formally request their completion through the mutual development of a project punch list. 9. Grant final acceptance upon completion of Augusta-Richmond County SED reconfiguration. 7.0 LOCAL SERVICE SUPPORT Motorola will utilize its authorized service center network and/or approved third party contractors to perform the reconfiguration of the equipment. 8.0 RISKS Motorola is committed to mitigating all known risks and will engage Augusta-Richmond County whenever situations are identified in which a risk situation presents itself. Any event or occurrence that affects the Project Schedule is to be immediately reported to the Project G MOTOROLA 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 withouI the express written consent of Motorola, Inc.. or its designees. Motorola Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work Managers, A decision will be jointly made between Motorola and Augusta-Richmond County to consider the options and develop a mutually agreed-to solution. There are risks associated with the work that needs to be performed on each piece of equipment. It is conceivable that a particular piece of equipment can be functional at the time of inventory but when rebanded, failures may occur when re-initializing the unit. Motorola will make every effort to ensure that any failure occurring in this situation be rectified immediately. In some cases adequate spares may not be available and could lead to a prolonged outage of equipment while obtaining replacement parts. If the system in question is currently under a direct 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 direct Motorola Service Agreement, resolution may require reimbursement for material and labor to correct the failure and restore the defective equipment from Sprint Nextel. 9.0 MEDIATION Where applicable, Motorola has provided at the Licensee request, support for Alternate Dispute Resolution or Mediation. Per the T A guidelines these costs are reimbursable and, therefore, included in this quote as a line item. Motorola is not a party to the Mediation itself, however, has supported the proposal for the reconfiguration for technical or other content as it relates the Mediation. These Mediation support charges may apply to the Planning phase, as well as the Implementation phase, depending on whether the mediation covers both phases. This work supporting or participating in Mediations and disputes is not considered normal proposal or bid activities. Where mediation charges apply, refer to the Proposal Pricing Summary Table for listed mediation charges and the attached Motorola Mediation Tracking Detail (date and time of activities by resource to support the mediation). 10.0 SEDAcCEPTANCE Upon completion of the SED work for Augusta-Richmond County, a Subscriber Acceptance Certificate pertaining to the SED portion will be provided for customer signature (see Reconfiguration Implementation Phase Agreement, Terms and Conditions, Exhibit B). This certificate acknowledges that all of the effort necessary to reconfigure the SED portion of the Augusta-Richmond County's system has been completed. G MOTOROLA 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 withoul/he express written consent of Moloro/a, Inc.. or its designees. Motorota Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work 11.0 RECONFIGURATION PRICING PRICING SUMMARY Service Resource Total Units Extended Price MSS 457 $29 705 MSS 52 $13,520 MSS 109 $35,542 MSS 51 $37,344 PM 92 $16,100 ST 34 $5,950 SE 4 Unit Hours Hours Hours Rate $175.00 $175.00 $175.00 Extended Price $30,800 $2,800 $9,100 $13,651 $56351 Contingency Price $0 Price Validity: If Motorola delivers Products or performs Reconfiguration Implementation Phase Services after December 31, 2008, it reserves the right to increase the pricing for such Products and Reconfiguration Implementation Phase Services in a manner that is consistent with its confidential Master Purchase Agreement with Sprint Nextel. In addition, for Products that are priced based upon a discount from Motorola's published list prices, price adjustments will occur if and when Motorola's published list prices are modified and the adjusted prices will apply to any Products that are delivered after the modification to the published list prices. Subcontractor quotations are normally valid for a limited time period; if a Motorola subcontractor increases its subcontract price, then Motorola may increase its prime contract price for subcontracted work that is performed at the increased subcontract price. In all of these situations, any increase in the Contract Price will be reflected in a change order. G MOTOROLA 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 wi/hoUl/he express written consent q( Motoro/a. Inc.. or its designees. Motorota Confidentiat Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project AUf{usta-Richmond Co, Georf{ia SED Proposal/Statement of Work SERVICES DETAIL Professional Services Pro' ect Administration Activities Project Summary (Duration) 90 days Customer Status Meetings and Project Administration Project Manager Manhaurs Da s System Engineer Manhaurs Da s System Technologist Man/lOurs Da s 144 18.0 0.0 40 5.0 Project Kickoff - 1 days Preplanning and Coordination Meeting/Order processing 8 1.0 8 1.0 4 0.5 Subscriber Reconfiguratioll - 90 days Preplanning and Coordination Meeting 16 2.0 0 0.0 8 1.0 Subscriber Coordination (hrs/wk) 72 9.0 0 0.0 0 0.0 Template & flash/program procedures 4 0.5 4 0.5 26 3.3 92 11.5 4 0.5 34 4.3 Subscriber Reconliguration Preplanning and Coordination Meeting 0 0.0 0 0.0 0 0.0 Subscriber Coordination (hrs/wk) 0 0.0 0 0.0 0 0.0 Template & flash/program procedures 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 0 0.0 Note: Expenses shown are estimates based on the Scope of Work and required travel for completing the Reconfiguration Design. SprintlNextel will be billed actual expenses plus 5% markup. G MOTOROLA Design. technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or agency nol directly associated with the addressee without the express written consent of Motorola, Inc.. or its designees. Motorota Conjidentiat Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work SERVICES DETAIL (Cont'd.) Subscriber De /0 ment Form (SED Level of Effort Level of Effort (LOE) lists the time the T A presumes reasonable for each task, measured in man-hours. Licensees must list only the minimum time necessary to complete the task. If the LOE required is greater than that listed the last column, the licensee must attach justification. You may insert rows in the installation sections to list different special vehicle types. You may use separate sheets for multiple agencies/departments. Task Description Total $ . Load programming template into new radio . De-install & Install of new dash mount radio . No antenna cable or mount install . Installation of new antenna rod only . Install new radio power cable(s) . Functional post test . Unpackage & Repackage Radios/Ship . Includes u to 30 miles travel for installer . load programming template into new radio . De-install & Install of new trunk mount radio . No antenna cable or mount install . Installation of new antenna rod only . Install new radio power cables . Functional post test . Unpackage & Repackage Radios/Ship 2 . Includes u to 30 miles travel 2b De-install & Install into Police sedan/cruiser Center control console. 2c De-install & Install into Fire Truck Special Materials if required: (List items in this box. Price to right Supply and install 27 David Clark headset interface boxes. $405 ea 3.0 4.0 16 35 48.0 $130.00 140.0 $130.00 6,240.00 18,200.00 3.9 4.7 Portable Radios oeseri tion ReDia cement of Existlna Portable Radio . Load programming template into new radio . Functional post test of new radio - Talk group call on system .Unpackage & Repackage Radios Per Unit Time in Hrs Quantit Tolal Time Hrs Rale $ Total $ LOE for a task on a per unit basis in man-hours Task 0.6 Tolal$ 13,520.00 4.0 Grand Total 116,111.00 I G MOTOROLA 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 Confidential Proprietary Version. 4.6 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Statement of Work ATTACHMENTS Attachment A. SUITABILITY ASSESSMENT IMPACT REPORT Attachment B. REBANDING ORDER FORM Attachment C. RECONFIGURA nON PROJECT SCHEDULE Attachment D. EQUIPMENT RETURN PROCESS G MOTOROLA Version 4.6 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 writ/en consent of Motorola. Inc.. or its designees. Motorola Conjidentiat Proprietary Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment A ATTACHMENT A SUITABILITY ASSESSMENT IMPACT REPORT (SAIR) G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infomation contained in this offcring is considcrcd proprietary and may not bc sharcd with any pcrson or agcncy not dircctly associated with the addressee without the express written consent of Motorola, Inc., or its designees. Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment A " MOTOROLA Suitability Assessment Impact Report Licensee Name: Customer City of Augusta, Georgia Name: Submitted by: Motorola, Inc. System Type: The content of this report is dependent upon the data entered into the inventory workbook as supplied by the Customer or the Customer's agent Concerning the Suitability Assessment Process, Motorola has completed its preliminary evaluation and has determined that the products listed in the inventory you provided will be impacted as described in the following text. However, Motorola may perform additional regression tests as required on these products, tn the unlikely event the regression testing indicates the above information is incorrect, Motorola will gladly provide corrected information to you and advise you of the effects of rebanding; further, if it is appropriate, Motorola will provide to you a quote for software, hardware or services to address the effects of rebanding. ver.6.11.00 ver.6.12.01 02~11- 2008 3120/2008 G MOTOROLA Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment A Impact to Subscribers XTS5000 radios shipped before Feb. 2006; flash with rebanding firmware, then retune with new RVN4181T CPS software. Radios shipped after Jan. 2006; retune with new RVN4181T CPS software. XTS5000 radios shipped after Jan. 2006; retune with new RVN4181 T CPS software, Flash the XTS3000 portable with rebanding firmware, then retune with new RVN4181T CPS software. XTS2500 radios shipped before Feb. 2006; flash with rebanding firmware, then retune with new RVN4181T CPS software. XTS2500 radios shipped after Jan, 2006; retune with new RVN4181T CPS software. XTS1500 radios shipped before Feb, 2006; flash with rebanding firmware, then retune with new RVN4181T CPS software. Radios shipped after Jan. 2006; retune with new RVN4181T CPS software. XTS1500 radios shipped after Jan. 2006; retune with new RVN4181T CPS software. Flash the MT1500 portable with XTS 1500 rebanding firmware, then retune with new RVN4181T CPS software. Replace the L TS2000 portable with XTS2500RB Model III, then, retune with new Rebanding RVN4181T CPS, Replace the LCS2000 mobile with XTL2500RB, then retune with new Rebanding RVN4185T CPS. Flash the MCS2000 mobile with rebanding firmware, then retune with new RVN 41?5T CPS software, XTL5000 radios shipped before Feb, 2006; flash with rebanding firmware, then retune with new RVN4185T CPS software. XTL5000 radios shipped after Jan. 2006; retune with new RVN4185T CPS software. XTL 1500 radios shipped after Jan. 2006; retune with new RVN4185T CPS software. Replace Spectra Radios with XTL2500RB, including dual control head. For (W9/C9 remote mount or Motorcycle installations), replace with XTL5000, retune with new rebanding CPS RVN4185T. If the Customer requires equivalent form factor for C?IW?, replace with XTL5000, If the Spectra Consolette is operating in the NPSPAC Trunking range, then replace with XTL5000 consolette and program with new RVN4185T CPS software. G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment A Retune the MAXTRAC radio unless there are system migration concerns or the MAXTRAC is only capable of Type I fleets and Rebanding software is being applied to the system. If replacement is suggested, replace the MAXTRAC with XTL 1500RB or XTL 2500RB for units having handset and order Handset/Hang-up Cup HLN1457, then tune with new rebanding RVN4185T CPS, For MTS2000 radio with 512 Kbyte memory and codeplug size less than 13.5 Kbyte, flash with rebanding firmware, then retune with new RVN4176S CPS software. MTS2000 radios manufactured between June 1993 and June 1997; first read the radio and program with CPS and archive the programming file. Once done, use the Updater Tool to update the firmware, Proceed to normal flashing procedures. For MTS2000 (Model III or II, Encry, > 48Ch) with 256Kb memory or codeplug size greater than 13.5 Kbyte replace with XTS2500RB III. For Modell MTS2000 (256K or codeplug size > 13.5K) replace with XTS2500RB Model 1.5 then retune with new RVN4181T CPS. If a Converta-Com or MTVA is used replace with XTS5000 and XTVA. For ASTRO Spectra Consolettes with 1 MegaByte memory and a codeplug size less than 28 Kbyte; flash with rebanding firmware, then retune with new RVN4183S CPS software. For ASTRO Spectras with 1 MegaByte memory and a codeplug size less than 28 Kbyte; flash with rebanding firmware then, retune with new RVN4183S CPS software. G MOTOROLA Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment B ATTACHMENT B REBANDlNG ORDER FORM G MOTOROLA Motorola Confidential Proprietary 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 wrinen consent of Motorola, Inc., or its designees. ...... u <l) '0' I-< p... OJ} t:: :.:a t:: .S: ro ~ ,.D c <l) '" ~~ :Ea ::E] o c o l:: 001i roC;:: 0' I-< .'::l o '" ...... ;:: o ~ ::E"" cq .... s:: '" l:: ..s::: '-' g "" '-. "'- \:l '" C ~ ... Cl., ~ Vj ~ Q ..... 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" 0 ~E .~ ~ ~ 0 Co" e " Co" c~ 'E ~ b ~ .~~ ;;; I.. ~ ~ go 8 ~ ... ~ " c...- 0 e; .5: .- .... ::l ~lt:.5 ;g.~ .~ c of: g '" " ~ u:o ~ ="'" E'~ ~ .egoS "'''-" :e.~ .~ :;;", E ~ c$:: '0 .: ~ gf ~ '0 ~ .~ ~ '" .- "'" '" - 0; 0 " " 'c ~ -" " " " 2 ~ " ~ eo 0 'Vi t: " 0 Q ~ " Co ;., " " ~ 6 ~ .. o . o Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment B Upgrade Radio Equipment List Item Qty. Model Description 1 442 H46UCH9PW28N XTS2500 Rebanding Portable Radio Model 3 1a 442 0443 SmartZone Operation-0443 1a 442 H43 Remote Monitor - H43 1a 442 NTN1873 Single Unit Rapid Charger - NTN1873 1 Verified NNTN4115 Carry Case Leather wI 3" swivel belt loop 1 Verified RLN4884 ~~~~~~~~~~R~~~~~______________________ ----- --------- --------------- 1 1 H46UCD9PW58N XTS2500 Rebanding Portable Radio Model 1.5 1a 1 0443 SmartZone Operation-0443 1a 1 H43 Remote Monitor - H43 1a 1 NTN1873 ~i~~~~n.!!~~~~~h~~::r..:~:!:~~.:.~________________ --- --------- --------------- 1 14 H46UCD9PW58N XTS2500 Rebanding Portable Radio Model 1.5 1a 14 0443 SmartZone Operation-0443 1a 14 H43 Remote Monitor - H43 1a 14 NTN1873 Single Unit Rapid Charger - NTN1873 1 73 M21URM9PW2AN XTL2500 Rebanding Mobile Radio 1 73 G174 Antenna 3d8 Low Profile 1 73 W22 Palm Microphone - W22 1 73 818 7.5W Speaker - 818 1 73 G442 Control Head - G442 1 73 G444 Control Head software - G444 1 73 G66 Mounting Kit G66 or G67 included in base. 1 73 G241 Analog operation 1 73 G51 Software Smartzone/singletone 1 73 G114 Enh 10 Display - G114 1 73 G170 Radio Trace - G170 1 73 G683 One Touch - G683 --- 1 35 M21URM9PW2AN XTL2500 Rebanding Mobile Radio 1 35 G174 Antenna 3d8 Low Profile 1 35 W22 Palm Microphone - W22 1 35 818 7.5W Speaker - 818 1 35 G442 Control Head - G442 1 35 G444 Control Head software - G444 1 35 G67 Thumb screw remote mount w/Keylock 1 35 G241 Analog operation 1 35 G51 Software Smartzone/singletone 1 35 G114 Enh 10 Display - G114 1 35 G170 Radio Trace - G170 1 35 G683 One Touch - G683 (Cont'd. on next page) G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment B Upgrade Radio Equipment List (Cont'd.) 1 35 G159 Encryption UCM Hardware 1 35 G625 DES/DES-XLlDES-OFB Encryption Software 1 12 M21 URM Control Station XTL2500 Rebanding Control Station 1 12 W382 Desktop Microphone 1 12 G142 No External Speaker Needed 1 12 G442 Control Head - G442 1 12 G444 Control Head software - G444 1 12 G66 Mounting Kit G66 or G67 included in base. 1 12 G91 Control Station Power Supply 1 12 W665 Control Station Operation 1 12 G241 Analog operation 1 12 G51 Software Smartzone/singletone 1 12 G114 Enh ID Display - G114 1 12 G170 Radio Trace - G170 1 12 G683 One Touch - G683 1 12 G159 Encryption UCM Hardware 1 12 G625 DESIDES-XLlDES-OFB Encryption Software 1 4 M21 URM Control Station XTL2500 Rebanding Control Station 1 4 W382 Desktop Microphone 1 4 G142 No External Speaker Needed 1 4 G442 Control Head - G442 1 4 G444 Control Head software - G444 1 4 G66 Mounting Kit G66 or G67 included in base. 1 4 G91 Control Station Power Supply 1 4 W665 Control Station Operation 1 4 G241 Analog operation 1 4 G51 Software Smartzone/singletone 1 4 G114 Enh ID Display - G114 1 4 G170 Radio Trace - G170 1 4 G683 One Touch - G683 1 20 L20URS9PW1AN XTL5000 Consolette 800M Hz 1 20 G241 Analog Operation 1 20 G51 SmartZone Operation 1 20 G81AB W9 Control Head - Consolette - digital control 1 20 G159 Encryption UCM Hardware 1 20 G625 DES/DES-XLlDES-OFB Encryptin Software (Cont'd. on next page) G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment B Upgrade Radio Equipment List (Conl'd.) 1 20 L146 Tone Remote Interface Board 1---- -------- --------------- ------------------------------------- 1 16 M20URS9PW1AN XTL5000 Mobile Radio 800 MHz 1 16 G174 Antenna - 3db Low Profile 1 16 W22 Palm Microphone 1 16 G81 W9 Control Head - mobile 1 16 G99 W9 Control Head Software 1 16 G67 Remote Mount 1 16 B18 Loud Speaker - 7.5 Watt 1 16 G241 Analog Operation 1 16 G51 SmartZone Operation 1 16 G159 Encryption UCM Hardware 1 16 G625 DES/DES-XL/DES-OFB Encryptin Software 1 16 L146 Tone Remote Interface Board G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment B Upgrade Radio Pricing XTS2500 XTS2500 $ 801.00 $ 354,042.00 XTS2500 MODELl.5 XTS2500 MODELl.5 $ 999.00 $ 999.00 XTS2500 MODELl.5 XTS5000 RUGGED $ 2,336.00 $ 32,704.00 XTL5000 XTL5000 CONSO. $ 1,544.00 $ 30,880.00 XTL5000 T.M, XTL5000 T.M. $ 1,307.00 $ 20,912.00 XTL2500 DASH XTL2500 DASH $ 700.00 $ 51,100.00 XTL2500 T.M. XTL2500 T.M. $ 700.00 $ 24,500.00 XTL2500 CS XTL5000 CONSO. $ 2,616,00 $ 31,392.00 XTL2500 CS XTL2500 C.S. $ 1,265.00 $ 5,060.00 L TS2000 Replace 442 XTS2500 LCS2000 Replace 67 XTL2500 DASH MTS2000 Replace 15 XTS2500 MODELl.5 SPECTRA CONSOLETTE Replace 20 XTL5000 SPECTRA W9 Replace 16 XTL5000 TM SPECTRA DASH Replace 6 XTL2500 DASH SPECTRA REMOTE Replace 35 XTL2500 TM SPECTRA CS Replace 16 XTL2500 CS (Cont'd. on next page) G MOTOROL.A Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia Upgrade Radio Pricing (Cont'd) SED Proposal/Attachment B L TS2000 MTS2000 LCS 2000 DASH SPECTRA CONSOLETTE SPECTRA W9 SPECTRA DASH SPECTRA TM SPECTRA CS SPECTRA CS Replace Replace Replace Replace Replace Replace Replace Replace Replace G MOTOROLA 442 15 67 20 16 6 35 12 4 XTS2500 XTS2500 MODEL1.5 XTL2500 DASH XTL5000 CONSO. XTL5000 TM XTL2500 DASH XTL2500 TM XTL5000 Cons Tone Rem XTL2500 CS Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment C ATTACHMENT C RECONFIGURATION PROJECT SCHEDULE G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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. <J) ~ [ ,.:.r:;---.. ,-----~-.::;--..~~ r-c~ - ~ -e.-- ,-__co <Xl ~ ,... ~ <<> ~ I{) ~ v ~ n I i I I I (") ~ N ~ ~ ~ '" E E ~ C/J I >- I co ,... 0- 0 :s: ~ e W C) en <<> :s: ~ .... I{) t: :s: ~ 0 ~ (J "C t: . Ql 0 Cl E '" a. .s::: (J ~ Ql ~ I c '" 0 ns en E .... ~ E III ~ ~ ~ C/J C) <Il ~ >- <Il '" >- >- <( '0 I'" '" '0 '0 V 0 ~ <Il 0 '0 ~ "" C <Il '" Ql l- E 'iii Ql "" u u '" <Il :;::; Cl Ci <Il '" (5 c ~ t:: I- ~ <Il 0 Ql :g '~ 0 0- U <Il Ql :"'0 Q; '0 ~ c E Ql <Il E .c .~ ~ Ql a. ~ :c u Qj u $ <Il '0 Ql ~ 0 '0 Ql C U <Il "" '0 <Il U U Cl ~ '0 III E ,0. <Il .c ~ :"0 :;z .S c 0 ~ u Cl III 'n; <Il Ql en U ~ :a> Q) :;:; e1 u c 4= 0 :8 Q) 0- U ~ ~ Ql :;:; .E Ql ''0 :i: co <Il U 0- "e- t) '" e ~ E ~ III 0:: ~ ~ U Ql if? c .. 0 CIl 0- 0:: a. :c u ~ > 0 <Il 0 <Il <ri' Ql C C <Il '0 '0 Ql .c C 0 ~ 0- "" 0- :2 Ql co 0- C <Il <Il U Qlw I- ~ u ~ 'E t; > Q. Ql 0 Ql 0 C/J EUl ,Ql co a. :;z a. 0 ..s a: t) 0:: C3 ,u Q. III CIl "e- ",$ i~ CIl .c u ZIIl ct ::l U a. ",,::l Z Ul <I: LL IIlCl .c<Xl <Il ::l uo 1-<1: :::M i ---r~T-~~-'-j-------r <(~ IN I I I I t~ g~ (") IV II{) 1<<> ,... <Xl <Xl "5-2 I i i I .. '" 0.0 Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D ATTACHMENTD EQUIPMENT RETURN PROCESS G MOTOROLA Motorola Confidential Proprietary 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment D Motorola Rebanding Equipment Return Process SUMMARY All of the Motorola replaced subscriber radios and related accessories must be returned to the address below. Licensee will deliver the Trade-In Radios and Trade-In Non-Kit Accessories to Motorola as soon as practical after they are replaced by the Rebanding Radios and Non-Kit Accessories or at a different time mutually agreed by the Parties. Requests for an extension must be sent to brucc.ross(aYmotorola.com stating the reason for the request and a proposed new timetable for the returns to be completed. The only exceptions to the return requirement are the cables for trunk mounted mobile radios and mobile antennas which can be discarded on site. Any replaced fixed equipment such as base stations, tower antennas, 6809 boards, firmware, code plugs, computer equipment, system management terminals, Futurecom VRS units, etc. must be sent to the Abilene location. Subscriber shipping destinations for Motorola lead Rebanding projects: Motorola c/o CTDI 800 MHz Rebanding Project 2224 Galvin Drive Elgin, IL 60124 or Sprint Nextel 5520 N 1st Street Abilene, TX 79603 Basic Process 1) Serial Number Collection . Gather the serial numbers of all the radios to be returned in that shipment. The serial number can be read from the label on the back or bottom of the radio. . If the serial number is not readable on the outside of the radio, obtain the serial number from the radio display or from the programming tool. Affix a separate label to the outside of the radio and write the serial number on the label. . If the serial number is not obtainable using method "B" above, obtain the serial number from your records or any other method then affix a label to the outside of the radio and write the serial number on the label. . If the serial number is not obtainable by any method, affix a label to the outside of the radio and write the Nextel Deal Number followed by a two digit sequential number that is unique to each unit (e.g. 01, 02 etc.) Keep record of the unique numbers used for potential future reference or for reconciliation purposes. 2) Customer Programming If required by the customer, remove customer specific programmmg from the radios including talk groups. G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing information containcd in this offcring is considered proprictary and may not be shared with any pcrson or agency not directly associated with the addressee without the express written consent of Motorola, Inc., or its dcsignees. Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D 3) Packaging material Reuse the new radio packaging material whenever possible. If reusing packaging material, all existing carrier labels should be removed or covered up. If packaging material is needed then contact Terry Sunday at the Sprint Nextel Abilene warehouse at (800) 599-7255. 4) Packing the equipment Pack the equipment into the boxes in a uniform manner to allow for ease of verification and counts of the equipment at the receiving location. This would include packaging radios such that the serial numbers point outward or upward in the box. This would also include packaging like accessories together in bags or smaller containers with counts noted on the outside of the smaller container which would be placed into the larger box. 5) Packing Slip(s) Create a packing slip for each box by going to https://etosl,ctdi.com/login/ Use your deal number (Example: DL1234567890) as the Logon ID. u IMPOR'fANT 1'\0'1'E: If you have multIpk Deal Numbers, it is important to use the one that is associated with replacement of the equipnwnt returned in this shipment. I I' in doubt, please contact your Sprint Nextcll'roject f'vlanagn. . Use the same deal number as your password. . Click on Deal Entry in the top left corner. . Enter your contact information and click "Next". . Enter the Tracking #, ifknown. . Enter the weight, if known, . Select the Make of the item you are returning. · Select the Type of the item you are returning. · Select the Model of the item you are returning. . Input the quantity for that item you are returning. . Input the serial numbers, if the items are radios by clicking on the "Enter Serial #s" box. . Click the box "Add Line" for the next item to input. · When finished inputting the lines then click the "Build Carton". . Print the packing slip for each carton and include it inside the carton. . Retain a copy of all packing slip(s) for future reference. To retain a soft copy of the packing slip, go to the browser and select File> Edit with Microsoft Word to copy the file to Word. 6) Ship Follow the shipping instructions on the file Rebanding Subscriber Return Shipment Process_12 20 06_v1.doc Nextel will be billed directly from UPS for the shipping cost. If you want to ship multiple boxes (each with their own packing slip) on pallet(s) then call Terry Sunday from Sprint Nextel (800) 599-7255. He will arrange for the pallet(s) pick up. 7) Reconciliation Resolution Be prepared to assist in resolving any reconciliation Issues that may anse from the comparison of the returns vs. the replacements. G MOTOROLA Motorola Confidential Proprietary Design, teehnieat 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. Company Support: 1-866-763-2444 s cmtransportatiot)(jj:I sprint .com Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D REBANDING SUBSCRIBER RETURN PROCESS Go to https://www.campusship.ups.com/cship/create Enter User ID: rebanding process (one word - small letters). Enter Password: Sprint (case sensitive). Click Lo ' In. Login Welcome to UPS CampusShip. To begin, please enter your User 1D and Password. (Note: User IO and Password fields are case sensitive.) Please Log In 1:!!illL[i) UserlD l~andinQproces~~_ Password i _..__--1 t:::t ... ..m ........_ ...M____~._J ForQ.Q.t.Y...our P'9~..:2:':Lord? C""h"",a,.."n,. ,9" e"", t..h." e,.,I,an., g.....u....a.....9......e........O....f......t....h..~" a~ I Select. Language L , IY Required fields .!Ire shown in bold. Shipment Info,-mation Service: lu~~~_s~_ .-__oS ly'a;:~~~~ ,.. ~ ~:~~r of Packages: Packaoe 1 Weloh~ (Not required for UPS Letters) r=J Ship From: >;,_4i~ Enter Ship from City TX 79603 Ib, Deal Number: L C Schedule a Pickup r print De.!!l Number on Shippino label .elS ear Code Payment Information ~~:in~ Ch~~ 21:iD.~~'!f!:~._.S_,}:L~._.:~.ti.i];!.P.i.Q)l.::ti.I<~:.'.:.t Shlpper'5 UPS Account UPS Account 1IJf:~r,E~i'!~"'ITi1I'!TI,~ If~~-"llfl,r.;::v,r~""~i~ other Shlpplno ServiceI' . Need same-day service for a critical shipment? Contact UPS SonicAir at 1-600-451- 4550, or on the web at _~.'}I,,;~:>;/,'j;;-,~,<:-.'}i:D/',ip_~, C G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment D . 6. Click on "Show All" and scroll down. Search by Name And Address ;o~~rch L~ic.~~~___.._ ....lI1!l that I C.onlains .. .___.lI1!l t:~;':,earch *OR* Search by State/Province/County State/Province/County: (US/Canada/lreland) ISelectOne_____ .lI1!l L.._ ! Other: *OR* Search by Country Bm ~ ~how AU 7. Click on the correct destination address, then click Select. e!Im ~~.PJ! -t ;;!:hJi. Cr!t~,..i.a ro( rut!dL(L'"i~'.;}Lrll'~.~ Plc,ue select on Dddntss from the results below, or modify your sc&rch. Display Pi;;~~ ~RI DispIDyin'i11. Z of 2 Ship To Motorola 222:4 Galvin Dr Elgin IL us . Need same-do!lJ' senli~ for" c.-itiCdI shipment? Cont<!lct UPS SonicAir ot 1-600-451- 4550, or on the web .!It HUk,';jU,L;,"~~.e:.":...::l G MOTOROL.A Motorola Confidential Proprietary Design, technical and prieing infonnation eontained in this offering is considered proprietary and may not be shared with any person or agcney not directly associated with the addressee without the express written eonsent of Motorola, Ine., or its designees. Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D Required fields &fe shown in bold. Begin Your Shipment !:Wr,oITI Address Information Ship To: Lilt. 600 MHZ Retoc.!ltion Project 5520 N 1st Street Abilene TX 79603 r:: Perlorm Det"iled Address Validation Shipper:. ~_,;Et I~p'~_~~_ 800 MHZ RELOCATION PROJECT Enter Ship From Address Enter Ship from City TX 79&03 Ship From: t.\i.!; Enter Ship From City TX 79603 C Schedule III Pickup Payment Information Bill Shlppina Chlllnle~ to: IShippef'sUPSAccOl.rl .::.J Shipper's UPS Account UPS Account Il':!l!':~)i'!i'n~~ other Shipping Services Shipment Information Servil::e: I.':J,~_,.~!~,.?.~.~ ..............;ZJ Packaging: Number of Packages: IY",pock""" m..::.l 1.1....::.l Package 1 Weight: (Not required for UPS Letters) I""..: Ib, Deal Number: I. e Print Deal Number on Shipping LlIbel as Bar Code ff;',t ~i_3~-BY~....UI.!1:I,:!.fi_ll..JjLK~1; In~j!m1tl-n- -ftfs">-j~'";1TI'r7llJi<~i"'7>>~~1! Pleas~ modify th~ information given below ;;Incl s~lect Update. R~quired nelds ara shown IfI bold. ("r~uired for tntemabonal d€stinabons and UPS N~;.;t Day Air Early A.M. SErvice.) Company or Name: I~~n<:r~_~~_~" __ Address Information lJ!l!Qm r-: "Contact: l!:?.~.~p,~.,.. City: [RESTON Postal Code: [20,151. country: ''''Postal C~ 1'5 ReGUtred~ l United Stat&s' a ~lekphOOE-: 17l?~_~~~_~:_4_~_ E-mad: IS_~'!l~_a_~~porta~?~pr.i~~c Co R-=sidential Address m:mmll~ ~ Company Support: 1-866-763-2444 ;$.tJ'n!f~.n~p_Q_Lt~JiQJJ@.$pr.inj;...~~QjJ! G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment D ~ Ple"se enter your shipping information below. Required fields are shown in bold. Begin Your Shipment ti..rlREl Address Information Ship To: .i&! 600 MHZ Reloc<!Ition Project 5520 N 1st Street Abilene TX 79603 C Perform Detailed Address Validation Shipment Infonnation Service: Iu..~..(ir~._~_~.~_ Packaging: 1'(_~F:l~~_ Package 1 Weight: (Not required for UPS letters) I...............: .::.I Number of Packages: .::.I 1'...::.1 Shipper: f;.,'JjJ 1J~l:)~ company name 123 Main RESTON VA 20191 Ib, Deal Number: 1 r Print Deal Number on Shippino label as Bar Code Ship From: 0ili Enter Ship From City TX 79603 Pr;"t..i!.f}j SA''''' Sh!':mJ:Lq.I.l!;:~Jt! r: Schedule a Pickup Payment Information Ed;', Bill Shippinq CharQes to: I~_t:~($, tJ~ A,.ccc:wt _. ..:J Shipper's UPS Account UPS Account s:'f,r....,"rm'cr51r~ri1.=;:IT,l!I ~~~-~,~~~;'l~;:?;y:m.:a:M,.1~,~~:m Please modify the- informabon given below ;nd S~~C t Update. Required fields ar-e shown in bold. {~r...quired for i..,tlYnation.;\! destin...tions 301 UPS Next Day Air Earl... A..M. service.) Address Information Company or Name: !Agency Nama State/Province/County: Otf\er: l~rr~;;~_~_~.~_:~~iI r=J "Contact: P?,~~.9,0" Postal Code: 1201,91, Country: ('"Postal CC<de Is ReQUtred~ I.Yrllt~<i.::;~:J~S>"__.l'5f "'Telephone: 17"..3,1234547 Ext: r- City: IRES TON E-mail: Iscf"!'lIa_~sp?rt:J~?n@~~il1t(; C Residential Address ~Im~ IUpdatel ~ Company Support: 1-866-763-2444 ~_t;J:ntr~!l~-PLQlj;,~liQ.tl@~p.fhJ!:.~{:_Q!n G MOTOROLA Motorola Confidential Proprietary 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. Note: "Shipper's UPS Account" means that Sprint's account will be used for. this shipment. ~~.~,~,';':'~;'I}"F'i;;J .t.;:T"7 'lft;l;::W,,~<i17T;!1B.JU'~i;r.1!".,:,:iO;A III l Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D 12. A) Choose "UPS Ground Service" and ALWAYS choose "Your Packaging". B) Guess and enter the package weight. C) Add your Deal Number. D) Check the "Schedule a Pickup" box and click on Ship Now. NeelS€! €ntef yc:u shipping information below. Required fields are sho....n in bold. Begin Your Shipment _" Address Information Ship TO: {;.SfU SIlO MHZ ReJocaticn Proj€'ct 5520 N 1st Strl?€t Abdene TX 7%03 r Pmorm O....tailed Address Valt<jation Shipment Information Service: LY_F,>~_.9r~,~_~__~~.~_i~_~_______a r{?~~;~~~~I.~g ......'~ ~orpackages: Package 1 Weight: (Not requil"d foe UPS Letters) ~lbs Deal Numbef": Ip~l~_~?~~~i r print Deat Number 011 Shipping Labe-t as 6ar Code A Shipper: ;;'0J;: l~iohn Doe Agency Name 123 Main PESTON VA 20191 B C** Ship From; L,fIl RESTON VA 20191 ~nd S3Yi! <;hH)(;H1'J ~ D C SchE'duie a Pi<::kup Payment Information Edit Bin Shlppinq CharQe$"to; I ?l\ip~r:,$ Llf':St\(;coun::::tj Shipper's UPS Account UPS AcCOlJl"lt Other Shipping servkes . Need !.ame.day service for a critical 1-SOO-451-4SSQ, cr 00 tne web at UPS So'lir-Air at ~ ** IMPORTANT NOTE: If you have multiple Deal it is important to use the one that is associated with replacement of the returned in this shipmen!. If in doubt, please contact your Sprint Nextcl G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation 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 Augusta-Richmond Co, Georgia SED Proposal/Attachment D I' 13. Enter Pickup dates, Click on Continue. UPS On-Call Pickup so:'l\i'i::~ gives you the con~'enfe'lCe of ha....ing your package pICked up at ycur home or offiCE n major metropolitan areas, Monday through Saturday. ~quired fiElds are shown in bold. Scheduling Information _'" Pickup Date 1 t.1Qr;day~ ~tober ~" 2{)Cl:J ~"h"i InentR,eadYa, t, j12:!J : rooJ:J r ...M. r. P.M. Pick Up ~ fC5"fJI ,IC~ Jd P,M. Customer Information Ship From Address JohnD~ Agency Name 70)-123- 4567 123 Ma~ RESTori VA 201'#1 UNITED STATES Additional Pickup Information Pickup Location 1~_h_o~s.~.9~E'! .:zj Contact Information Contact Haole. lJo~ Do_~ G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation contained in this offcring 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. j. ,. Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D 14. Print your label by: A.Checking the "Label" box. B.Clicking View/Print. C. Selecting your printer from the print dialog box that appears. Print. Your shipment has been processed. We have received your ~ d~tail:s and processed )o'our paVt1'~nt, T':) send: your !ihipment, toEto.... ~ !itep-s below, Service: Guaranteed By' Sill Shipping Charges to: Total' UPS Ground Seflfice End of Day, Fri, 13 Oct, 2006 Shi~'s ACCCtJrlt UPS Account 11.4Q USO Print Label(s) and Receipt _" Review thi! s~l~ct~d labels (!.f Ycu may change shipment now ch~cked items, se\.=ct View/Print. any time, 'You ma... vOId this ;;; label r Receipt A Note: For most r>eWH brO'l'o!iers, the shipping labels and receipts appear in the same wind"w. F<< some older browsers, each a~ars in a separate window, F<< best results, use r-1JCrosc,ft's Intemet Expk>r~ (IE) S.x cr newer. Tni!i d~s net apply to UPS Thermal Printers. .""'., ,m,,,.,,,,,,:r:,. -IlIIIIII B Next Steps... Getting your Shipment to UPS Customers without a Daily Pickup Customers with a Dally Pickup ,your driver "'i~l pkk up your shipmerlt(s) as usu31. View Package Historyor Void Shipment G MOTOROLA Motorola Confidential Proprietary Design, technical and pricing infonnation contained in this offering is eonsidered proprietary and may not be shared with any person or agency not directly assoeiated with the addressee without the express written consent of Motorola, Ine., or its designees. " .. r Motorola 800 MHz Rebanding Project Augusta-Richmond Co, Georgia SED Proposal/Attachment D UPS CampusShip: View/Print label 1. Print the label(s): Select the Print button on the print dialog box that appears. Note: If your browser does not support this function select Print from the fife menu to print the labeL 2. Fold the printed label at the dotted line. Place the label in a UPS Shipping Pouch. If you do not have a pouch, affIX the folded label using dear plastic shipping tape over the entire label. 3. GETTING YOUR SHIPMENr TO UPS Customers without a Daily Pickup o Schedule a same day or future day Pickup to have a UPS driver pickup aa your CampusShip packages. c Hand the package to any UPS driver in your area. C Take your package to a location of The UPS Store~. UPS Drop Box, UPS Customer Center cr Authorized Shipping Outlet near you. Items sent via UPS Return Servkes (including Ground Returns) are accepted at any UPS Drop Box. o To find the location nearest you, prease visit the Resources area of CampusShip and select UPS locations. FOLD HERE Customers with a Daily Pickup c Your driver wil pickup your shipment(s) as usual. .. o ~ o 0......... \0= 0\= r-.. _ ~- ~ Sl G 23 a .: ~ 5 "- ~~~ ~~~ ~;:~ ~~~ A~ 13';! tJi~ 0 ~ ~~~~ p:,/>(_.,~_.;;-t.:" <n j ~~~~.;, ~ g ~ D i ~ ~ 15. Adhere the label to the package and wait for UPS to pickup. G MOTOROLA Motorola Confidential Proprietary 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. c