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HomeMy WebLinkAboutAgreement_General_10/1/2019_Motorola Solutions Q MOTOROLA SOLUTIONS SERVICE AGREEMENT 1299 E Algonquin Road Contract Number: USC000005313 Schaumburg, IL 60196 Contract Modifier: R30-JAN-19 22:15:28 (800)247-2346 Date: 01-FEB-2019 Company Name: Tequesta,Village Of P.O.#: Customer#: 101 1012622016 Attn.: Bill to Tag#: 0001 Billing Address: 357 Tequesta Dr Contract Start Date: 01-OCT-2019 City, State, Zip Code: Tequesta, FL 33469 Contract End Date: 30-SEP-2020 Customer Contact: James McGrew Payment Cycle: MONTHLY Phone: 561-768-0522 Currency: USD QTY MODEL/OPTION SERVICES DESCRIPTION MO LY EXTENDED AMT EXT *****Recurring Services***** $1,419.60 $17,035.20 Sub Total $1,419.60 $17,035.20 Taxes $0.00 $0.00 SPECIAL INSTRUCTIONS-ATTACH STATEMENT OF WORK FOR PERFORMANCE Grand Total $1,419.60 $17,035.20 DESCRIPTIONS THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING SERVICE AGREEMENT TO COVER 2 MCC5500 CONSOLES,29 JURISDICTIONS WHERE APPLIC BE VERIFIED BY MOTOROLA APX6000 PORTABLES, 10 APX6500 MOBILES,AND 3 APX7500 CONSOLETTES. FNE SERVICES INCLUDE DISPATCHING, TECHNICAL SUPPORT, INFRASTRUCTURE REPAIR WITH ADVANCED REPLACEMENT,ON SITE INFRASTRUCTURE RESPONES,AND NETWORK PREVENTATIVE MAINTENANCE. SUBSCRIBERS HAVE LOCAL RADIO COMBO SERVICE WITH PICK UP AND DELIVERY. I received Statements of Work that describe the services provided on this Agreement.Motorola's Service Terms and Conditions,a copy of which is attached to this Serv'ce Agreement,is incorporated herein by this reference. e U lib\tI 1(1A TH lZ U T R IGNATUREl'A .Nr ITLE DATE C (PRINT NAeME) C441,�- Oc m l'.tO (2s aol 5 MLA REPRESENTATIVE(SI NATURE) TITLE DATE CYNTHIA MARKES 954-520-8868 MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE 1 Customer Name: Village of Tequesta Effective Date: 10/1/2019 Contract Number: USC000005313 Site ID Number: A05981 D27 QTY Equipment Description Covered 2 MCC5500 Consoles 29 APX6000 Portables 10 APX6500 Mobiles 3 APX7500 Consolettes Subscribers include Local Radio Combo with P&D and Annual PM Check 2 Customer Name: Village of Tequesta PD Start Date: 10/1/2019 Contract Number: USC000005313 QTY Model Type Serial 1 APX7500 Consolette 761CQK0514 2 APX7500 Consolette 761CQK0515 3 APX7500 Consolette 761CQK0516 1 APX6500 527CQK1574 2 APX6500 527CQK1575 3 APX6500 527CQK1576 4 APX6500 527CQK1577 5 APX6500 527CQK1578 6 APX6500 527CQK1579 7 APX6500 527CQK1580 8 APX6500 527CQK1581 9 APX6500 527CQK1582 10 APX6500 527CQK1583 1 APX6000 481CQK4378 2 APX6000 481CQK4379 3 APX6000 481CQK4380 4 APX6000 481CQK4381 5 APX6000 481CQK4382 6 APX6000 481CQK4383 7 APX6000 481CQK4384 8 APX6000 481CQK4385 9 APX6000 481CQK4386 10 APX6000 481CQK4387 11 APX6000 481CQK4388 12 APX6000 481CQK4389 13 APX6000 481CQK4390 14 APX6000 481CQK4391 15 APX6000 481CQK4392 16 APX6000 481CQK4393 17 APX6000 481CQK4394 18 APX6000 481CQK4395 19 APX6000 481CQK4396 20 APX6000 481CQK4397 21 APX6000 481CQK4398 22 APX6000 481CQK4399 23 APX6000 481CQK4400 24 APX6000 481 CQK4401 25 APX6000 481 CQK4402 26 APX6000 481 CRM3438 27 APX6000 481CRM3439 28 APX6000 481 CRM3440 29 APX6000 481 CRM3441 3 MOTOROLA SOLUTIONS Call Center Operations 1-800-323-9949 Tequesta, Village of To Place a Service Call for the Radio System (excludes subscribers) Step What you need to do: Information to Provide 1 Call Motorola Call Center Operations - 1-800-323-9949 (use prompt# 1,then prom t#7) 2 Provide Your Customer Name _ _Village of Tequesta 3 .Type of Request "I would like to open a service call." 4 Provide System & Site ID# A05981D27 5 Identify the Severity Level See Severity Table below 6 Your Name and Tele hone Number 7 Descri•tion of the Problem/Failure As detailed as •ossible 8 Record the Service Case Number provided to you by Motorola Call Center O•erations for service call trackin• •ur•oses If on site support is required to resolve the service request, the Motorola call Center Operations will dispatch the appropriate local field service provider. To inquire on the Status of a Service Call 1 Call Motorola Call Center Operations - 1-800-323-9949 2 Provide your"Customer" Name Village of Tequesta "I would like to check on the staus of a service 3 Provide Type of Request call." The Service Case number assigned at the time 4 the service call was opened. The number you documented in Step #8 - SEVERITY LEVELS Severity & Response Times Level Response Definition Severity 1 2 Hour Response System/ Site down or extremely degraded , Severity 2 4 Hour Response Degraded System/ Site Severity 3 1 Day Response Non emergency, non user effecting 4 Service Terms and Conditions Motorola Solutions Inc.("Motorola")and the customer named in this Agreement("Customer")hereby agree as follows: Section 1.APPLICABILITY These Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either(1) maintenance, support,or other services under a Motorola Service Agreement, or(2)installation services under a Motorola Installation Agreement. Section 2. DEFINITIONS AND INTERPRETATION 2.1. "Agreement" means these Service Terms and Conditions;the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities,these Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise. 2.2. "Equipment" means the equipment that is specified in the attachments or is subsequently added to this Agreement. 2.3. "Services" means those installation, maintenance, support, training, and other services described in this Agreement. Section 3.ACCEPTANCE Customer accepts these Service Terms and Conditions and agrees to pay the prices set forth in the Agreement.This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the"Start Date" indicated in this Agreement. Section 4. SCOPE OF SERVICES 4.1. Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement. At Customer's request, Motorola may also provide additional services at Motorola's then-applicable rates for the services. 4.2. If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used;the Equipment will be serviced at levels set forth in the manufacturer's product manuals; and routine service procedures that are prescribed by Motorola will be followed. 4.3. If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment,the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires. 4.4.All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer's obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice. 4.5. Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments. 4.6. If Equipment cannot, in Motorola's reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement;or increase the price to Service that Equipment. 4.7. Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this Agreement. Section 5. EXCLUDED SERVICES 5.1. Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events. 5.2. Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment,tower or tower lighting, duplexer, combiner, or multicoupler. Motorola has no 5 obligations for any transmission medium, such as telephone lines, computer networks,the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium. Section 6.TIME AND PLACE OF SERVICE Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer's location, Customer will provide Motorola, at no charge,a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment.Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement,the hours of Service will be 8:30 a.m.to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement,the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services,Customer agrees to reimburse Motorola for those charges and expenses. Section 7. CUSTOMER CONTACT Customer will provide Motorola with designated points of contact(list of names and phone numbers)that will be available twenty-four(24)hours per day, seven (7)days per week, and an escalation procedure to enable Customer's personnel to maintain contact, as needed,with Motorola. Section 8. PAYMENT Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period.All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20)days of the invoice date. Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement(except income, profit, and franchise taxes of Motorola)by any governmental entity. Section 9.WARRANTY Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety(90)days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer's sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 10. DEFAULT/TERMINATION 10.1. If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty(30)days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan,then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party. 10.2. Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination.All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services. Section 11. LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract,warranty, negligence, strict liability in tort, or otherwise,will be limited to the direct damages recoverable under law, but not to exceed the price of twelve(12)months of Service provided under this Agreement.ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES,THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1)year after the accrual of the cause of action, except for money due upon an open account.This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision. Section 12. EXCLUSIVE TERMS AND CONDITIONS 6 12.1. This Agreement supersedes all prior and concurrent agreements and understandings between the parties,whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein.The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties. 12.2. Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless:the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order,acknowledgement, or other writing is signed by authorized representatives of both parties. Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS 13.1.Any information or data in the form of specifications, drawings, reprints,technical information or otherwise furnished to Customer under this Agreement will remain Motorola's property,will be deemed proprietary,will be kept confidential, and will be promptly returned at Motorola's request. Customer may not disclose,without Motorola's written permission or as required by law,any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement. 13.2. Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data. 13.3. This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright,trade secret, or other intellectual property including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement. Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters Section 15.COVENANT NOT TO EMPLOY During the term of this Agreement and continuing for a period of two(2)years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola.This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law Section 16. MATERIALS,TOOLS AND EQUIPMENT All tools,equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer's custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Section 17. GENERAL TERMS 17.1. If any court renders any portion of this Agreement unenforceable,the remaining terms will continue in full force and effect. 17.2. This Agreement and the rights and duties of the parties will be interpreted in accordance with the laws of the State in which the Services are performed 17.3. Failure to exercise any right will not operate as a waiver of that right, power, or privilege. 17.4. Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party's reasonable control, such as strikes, material shortages, or acts of God. 17.5. Motorola may subcontract any of the work,but subcontracting will not relieve Motorola of its duties under this Agreement. 7 17.6. Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party,which consent will not be unreasonably withheld.Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses(each a"Separated Business"),whether by way of a sale, establishment of a joint venture, spin-off or otherwise(each a"Separation Event"), Motorola may,without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates,to the extent applicable)following the Separation Event 17.7.THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE(1)YEAR TERM,ON EVERY ANNIVERSARY OF THE START DATE UNLESS EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY(30)DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates. 17.8. If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola's then effective hourly rates. Revised Jan 1,2010 8 MOTOROLA Statement of Work On Site Infrastructure Response and Dispatch Service 1.0 Description of Services The Motorola System Support Center(SSC)will receive Customer request for service and dispatch a Servicer. The Servicer will respond to the Customer location based on pre-defined Severity Levels set forth in the Severity Definitions Table and Response times set forth in the Response Time Table in order to Restore the System. Motorola will provide Case management as set forth herein.The SSC will maintain contact with the on-site Servicer until System Restoral and Case is closed.The SSC will Continuously track and manage Cases from creation to close through an automated Case tracking process. This Case management allows for Motorola to provide Case activity reports. The terms and conditions of this Statement of Work(SOW)are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Continuously receive service requests. 2.2. Create a Case as necessary when service requests are received. Gather information to perform the following: 2.2.1. Characterize the issue. 2.2.2. Determine a plan of action. 2.2.3. Assign and track the Case to resolution. 2.3. Dispatch a Servicer as required by Motorola standard procedures and provide necessary Case information collected in 2.2. 2.4. Ensure the required personnel have access to Customer information as needed. 2.5. Servicer will perform the following on-site: 2.5.1. Run diagnostics on the Infrastructure or FRU. 2.5.2. Replace defective Infrastructure or FRU,as applicable.Customer,Servicer or Motorola may provide Infrastructure or FRU. 2.5.3. Provide materials,tools,documentation,physical planning manuals,diagnostic/test equipment and any other requirements necessary to perform the Maintenance service. 2.5.4. If a third party Vendor is needed to Restore the System,the Servicer may accompany that Vendor onto the Customer's premises. 2.6. Verify with Customer that Restoration is complete or System is functional,if required by Customer's repair Verification in the Customer Support Plan required by section 3.2. If Verification by Customer cannot be completed within 20 minutes of Restoration,the Case will be closed and the Servicer will be released. 2.7.Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Close the Case upon receiving notification from Customer or Servicer,indicating the Case is resolved. 2.9.Notify Customer of Case Status as defined required by the Customer Support Plan: 2.9.1. Open and closed;or 2.9.2. Open,assigned to the Servicer,arrival of the Servicer on-site,deferred or delayed,closed. 2.10. Provide Case activity reports to Customer. 3.0 Customer has the following responsibilities: 3.1. Contact Motorola,as necessary,to request service. 3.2. Provide Motorola with pre-defined Customer information and preferences prior to Start Date necessary to complete Customer Support Plan. 3.2.1. Case notification preferences and procedure. 3.2.2. Repair Verification preference and procedure. 9 MOTOROLA 3.2.3. Database and escalation procedure forms. 3.2.4. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.3. Provide the following information when initiating a service request: 3.3.1. Assigned System ID number. 3.3.2. Problem description and site location. 3.3.3. Other pertinent information requested by Motorola to open a Case. 3.4. Allow Servicers access to Equipment. 3.5. Supply Infrastructure or FRU,as applicable,in order for Motorola to Restore the System as set forth in paragraph 2.5.2. 3.6. Maintain and store in an easily accessible location any and all Software needed to Restore the System. 3.7. Maintain and store in an easily accessible location proper System backups. 3.8. For E911 systems,test the secondary/backup PSAP connection to be prepared in the event of a catastrophic failure of a system. Train appropriate personnel on the procedures to perform the function of switching to the backup PSAP. 3.9. Verify with the SSC that Restoration is complete or System is functional,if required by Repair Verification preference provided by Customer in accordance with section 3.2. 3.10.Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide these services. 10 0 MOTOROLA Severity Definitions Table Severity Level Problem Types Severity 1 • Response is provided Continuously • Major System failure • 33%of System down • 33%of Site channels down • Site Environment alarms(smoke,access,temp,AC power. • This level is meant to represent a major issue that results in an unusable system,sub-system,Product,or critical features from the Customer's perspective. No Work-around or immediate solution is available. Severity 2 • Response during Standard Business Day • Significant System Impairment not to exceed 33%of system down • System problems presently being monitored • This level is meant to represent a moderate issue that limits a Customer's normal use of the system,sub-system,product,or major non-critical features from a Customer's perspective Severity 3 • Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/Preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system,sub-system,product,or critical features from a Customer's perspective.It may also represent a cosmetic issue,including documentation errors,general usage questions,recommendations for product enhancements or modifications,and scheduled events such as preventative maintenance or product/system upgrades. Response Times Table(Customer's Response Time Classification is designated in the Service Agreement) Severity Level Premier Regular Response Time Response Time Severity 1 Within 2 hours from receipt of Within 4 hours from receipt of Notification Notification Continuously 24 x 7 Standard Business Day Severity 2 Within 4 hours from receipt of Within 4 hours from receipt of Notification Notification Standard Business Day Standard Business Day Severity 3 Within 24 hours from receipt of Within 24 hours from receipt of Notification Notification Standard Business Day Standard Business Day 11 0 MOTOROLA Statement of Work Technical Support Service 1.0 Description of Services The Technical Support service provides centralized remote telephone support for technical issues that require a high level of communications systems expertise or troubleshooting on Equipment.The Motorola System Support Center's(SSC)Technical Support Operation is staffed with technologists who specialize in the diagnosis and resolution of system performance issues. Technical Support Service(i)does not include software upgrades that may be required for issue resolution;and(ii)does not include Customer training(iii)is only available for those system types supported and approved by Technical Support Operations. Technical Support is applicable to the following system types:Astro 25 6.x,SmartZone v2.0.3 and higher,SmartZone/OmniLink,E911,Private Data v2.0.3 and higher,SmartNet and Conventional Two- Way. The terms and conditions of this Statement of Work(SOW)are an integral part of Motorola's Service Terms and Conditions or other applicable Agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Respond to requests for Technical Support for the Restoration of failed Systems and diagnosis of operation problems in accordance with the response times set forth in the Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 2.2. Advise caller of procedure for determining any additional requirements for issue characterization,Restoration,including providing a known fix for issue resolution when available. 2.3. Attempt remote access to System for remote diagnostics,when possible. 2.4. Maintain communication with the Servicer or Customer in the field until close of the Case,as needed. 2.5. Coordinate technical resolutions with agreed upon third party vendor(s),as needed. 2.6. Escalate and manage support issues,including Systemic issues,to Motorola engineering and product groups,as applicable. 2.7. Escalate the Case to the appropriate party upon expiration of a Response time. 2.8. Provide Configuration Change Support and Work Flow changes to Systems that have dial in or remote access capability. 2.9. Determine,in its sole discretion,when a Case requires more than the Technical Support services described in this SOW and notify Customer of an alternative course of action. 3.0 Customer has the following responsibilities: 3.1. Provide Motorola with pre-defined information prior to Start Date necessary to complete Customer Support Plan. 3.1.1. Complete database and escalation procedure forms. 3.1.2. Submit changes in any information supplied in the Customer Support Plan to the Customer Support Manager. 3.2. Contact the SSC in order to access the Technical Support Operation,provide name of caller, name of Customer,System ID number,Service Agreement number,site(s)in questions,and brief description of the problem. 3.3. Supply on-site presence when requested by System Support Center. 3.4. Validate issue resolution prior to close of the Case. 12 0 MOTOROLA 3.5. Allow Motorola remote access to the System by equipping the System with the necessary Connectivity. 3.6. Acknowledge that Cases will be handled in accordance with the times and priorities as defined in Remote Technical Support Response Times Table and the Severity Level defined in the Severity Definitions Table. 3.7. Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Technical Support service to Customer. Severity Definitions Table Severity Level Problem Types Severity 1 • Response is provided Continuously • Major System failure • 33%of System down • 33%of Site channels down • Site Environment alarms(smoke,access,temp,AC power. • This level is meant to represent a major issue that results in an unusable system,sub-system,Product,or critical features from the Customer's perspective. No Work-around or immediate solution is available. Severity 2 • Response during Standard Business Day • Significant System Impairment not to exceed 33%of system down • System problems presently being monitored • This level is meant to represent a moderate issue that limits a Customer's normal use of the system,sub-system,product,or major non-critical features from a Customer's perspective Severity 3 • Response during Standard Business Day • Intermittent system issues • Information questions • Upgrades/preventative maintenance • This level is meant to represent a minor issue that does not preclude use of the system,sub-system,product,or critical features from a Customer's perspective.It may also represent a cosmetic issue,including documentation errors,general usage questions,recommendations for product enhancements or modifications,and scheduled events such as preventative maintenance or product/system upgrades. Remote Technical Support Response Times Table SEVERITY RESPONSE Severity 1 Within 1 Hour from receipt of Notification,Continuously Severity 2 Within 4 Hours from receipt of Notification,Standard Business Day Severity 3 Within next Business Day,Standard Business Day 13 MOTOROLA Statement of Work Infrastructure Repair with Advanced Replacement 1.0 Description of Services Infrastructure Repair with Advanced Replacement is a repair service for Motorola and select third party Infrastructure as set forth in the applicable attached Exhibit(s),all of which are hereby incorporated into this Statement of Work(SOW)by this reference. Infrastructure may be repaired down to the Component level,as applicable,at the Motorola Infrastructure Depot Operations(IDO).At Motorola's discretion,select third party Infrastructure may be sent to the original equipment manufacturer or third party vendor for repair.If Infrastructure is no longer supported by the original equipment manufacturer or third party vendor,Motorola may replace Infrastructure with similar Infrastructure,when possible. When available,Motorola will provide Customer with an Advanced Replacement unit(s)or FRU(s)in exchange for Customer's malfunctioning FRU(s).Non-standard configurations,Customer-modified Infrastructure and certain third party Infrastructure are excluded from Advanced Replacement service.Malfunctioning FRU(s) will be evaluated and repaired by IDO and returned to IDO FRU inventory upon completion of repair. The terms and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1. Use commercially reasonable efforts to maintain an inventory of FRU. 2.2. Provide new or reconditioned units as FRU to Customer or Servicer,upon request and subject to availability. The FRU will be of similar kit and version,and will contain like boards and chips,as the Customer's malfunctioning Infrastructure. 2.3. Program FRU to original operating parameters based on templates provided by Customer as required in Section 3.5. If Customer template is not provided or is not reasonably usable,a standard default template will be used. 2.4. Properly package and ship Advanced Replacement FRU from IDO or select third party FRU inventory to Customer specified address. 2.4.1. During normal operating hours of Monday through Friday 7:00am to 7:00pm CST,excluding holidays,FRU will be sent next day air via Federal Express Priority Overnight or UPS Red,unless otherwise requested. Select third party FRU may ship second day air via Federal Express Priority Overnight or UPS red as noted in the attached exhibit(s). Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs,such as NFO(next flight out). In such cases,Customer will be subject to shipping and handling charges. 2.4.2. When sending the Advanced Replacement FRU to Customer,provide a return air bill in order for Customer to return the Customer's malfunctioning FRU. The Customer's malfunctioning FRU will become property of IDO or select third party and the Customer will own the Advanced Replacement FRU. 2.4.3. When sending a Loaner FRU to Customer,IDO will not provide a return air bill for the malfunctioning Infrastructure. The Customer is responsible to arrange and pay for shipping the malfunctioning Infrastructure to IDO. IDO will repair and return the Customer's Infrastructure and will provide a return air bill for the customer to return IDO's Loaner FRU. 2.5. Provide repair return authorization number upon Customer request for Infrastructure that is not classified as an Advanced Replacement or Loaner FRU. 2.6. Receive malfunctioning Infrastructure from Customer and document its arrival,repair and return. 2.7. Perform the following service on Motorola Infrastructure: 2.7.1. Perform an operational check on the Infrastructure to determine the nature of the problem. 2.7.2. Replace malfunctioning FRU or Components. 2.7.3. Verify that Motorola Infrastructure is returned to Motorola manufactured specifications,as applicable 2.7.4. Perform a Box Unit Test on all serviced Infrastructure. 2.7.5. Perform a System Test on select Infrastructure. 14 MOTOROLA 2.8. Provide the following service on select third party Infrastructure: 2.8.1.Perform pre-diagnostic and repair services to confirm Infrastructure malfunction and eliminate sending Infrastructure with no trouble found(NTF)to third party vendor for repair,when applicable. 2.8.2.Ship malfunctioning Infrastructure to the original equipment manufacturer or third party vendor for repair service,when applicable. 2.8.3. Track Infrastructure sent to the original equipment manufacturer or third party vendor for service. 2.8.4. Perform a post-test after repair by Motorola,original equipment manufacturer,or third party vendor to confirm malfunctioning Infrastructure has been repaired and functions properly in a Motorola System configuration,when applicable. 2.9. Re-program repaired Infrastructure to original operating parameters based on templates provided by Customer as required by Section 3.5.If Customer template is not provided or is not reasonably usable,a standard default template will be used.If IDO determines that the malfunctioning Infrastructure is due to a Software defect,IDO reserves the right to reload Infrastructure with a similar Software version. Enhancement Release(s),if needed,are subject to additional charges to be paid by Customer unless the Customer has a Motorola Software Subscription agreement. 2.10.Properly package repaired Infrastructure unless Customer's malfunctioning FRU was exchanged with an IDO FRU.Motorola will return Customer's FRU(s)to IDO's FRU inventory,upon completion of repair. 2.11.Ship repaired Infrastructure to the Customer specified address during normal operating hours set forth in 2.4.1.FRU will be sent two-day air unless otherwise requested. Motorola will pay for such shipping, unless Customer requests shipments outside of the above mentioned standard business hours and/or carrier programs,such as NFO(next flight out). In such cases,Customer will be subject to shipping and handling charges. 3.0 Customer has the following responsibilities: 3.1. Contact or instruct Servicer to contact the Motorola System Support Center(SSC)and request an Advanced Replacement,or Loaner FRU and a return authorization number(necessary for all non- Advanced Replacement repairs)prior to shipping malfunctioning Infrastructure or third party Infrastructure named in the applicable attached Exhibit. 3.1.1. Provide model description,model number,serial number,type of System and Firmware version, symptom of problem and address of site location for FRU or Infrastructure. 3.1.2. Indicate if Infrastructure or third party Infrastructure being sent in for service was subjected to physical damage or lightning damage. 3.1.3. Follow Motorola instructions regarding inclusion or removal of Firmware and Software applications from Infrastructure being sent in for service. 3.1.4. Provide Customer purchase order number to secure payment for any costs described herein. 3.2 Pay for shipping of Advanced Replacement or Loaner FRU from DO if Customer requested shipping outside of standard business hours or carrier programs set forth in section 2.4.1. 3.3 Within five(5)days of receipt of the Advanced Replacement FRU from IDO's FRU inventory,properly package Customer's malfunctioning Infrastructure and ship the malfunctioning Infrastructure to IDO for evaluation and repair as set forth in 2.7.Customer must send the return air bill,referenced in 2.4.2 above back to IDO in order to ensure proper tracking of the returned Infrastructure. Customer will be subject to a replacement fee for malfunctioning Infrastructure not properly returned. For Infrastructure and/or third party Infrastructure repairs that are not exchanged in advance,properly package Infrastructure and ship the malfunctioning FRU,at Customer's expense and risk of loss to Motorola.Customer is responsible for properly packaging the Customer malfunctioning Infrastructure FRU to ensure that the shipped Infrastructure arrives un-damaged and in repairable condition. Clearly print the return authorization number on the outside of the packaging. 3.4 If received,Customer must properly package and ship Loaner FRU back to IDO within five(5)days of receipt of Customer's repaired FRU. 3.5 Maintain templates of Software/applications and Firmware for reloading of Infrastructure as set forth in paragraph 2.3 and 2.9. 3.6 For Digital In-Car Video Infrastructure,remove video from equipment prior to sending Infrastructure in for repair. Video retrieval is a separate service and is not included as part of this SOW.Additional services and fee applies. 3.7 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Infrastructure Repair with Advanced Replacement services to Customer. 15 0 MOTOROLA 4.0 In addition to any exclusions named in Section 5 of the Service Terms and Conditions or in any other underlying Agreement to which this SOW is attached,the following items are excluded from Infrastructure Repair with Advanced Replacement: 1. All Infrastructure over seven(7)years from product cancellation date. 2. All Broadband/WiNS Infrastructure three(3)years from product cancellation date. 3. Physically damaged Infrastructure. 4. Third party Equipment not shipped by Motorola. 5. Consumable items including,but not limited to,batteries,connectors,cables,tone/ink cartridges. 6. Video retrieval from Digital In-Car Video equipment. 7. Test equipment. 8. Racks,furniture and cabinets. 9. Firmware and/or Software upgrades. 16 ® MOTOROLA Console Only Infrastructure Exhibit Inclusions,Exclusions,Exceptions and Notes Card Cages Included Central Electronics Bank(s)(CEB) Includes Logging Recorder Interface and Network Hub,Base Interface Module(BIM),Console Operator Interface Module(COIM),Operator Interface Module(OMI). Excludes all other technologies see SOW specifically for NICE logging recorders Central Electronic Shelf(CES) Included Computer(s) Includes computers that directly interface with CEB.Includes keyboards,mice and trackballs. Excludes laptop computers and all 286,386,486 computers.Defective or phosphor-burned cathode ray tubes CRT(s)and burned-in flat panel display image retention. Console(s) Includes consoles(CommandSTAR,CommandSTAR lite,Centracom Gold Elite MCC7500,MCC7500 wI VPM,MCC5500,MIP5000,MC1000,MC2000,MC2500,MC3000)as part of complete communication System—Including headset jacks,dual footswitches,and gooseneck microphones and Console Interface Electronics. Excludes cables Console Audio Box(CAB) Included Dictaphones,Logging Recorders and Recording Excludes all technologies E i ui.ment see SOW s.ecificall for NICE to_ging recorders Junction Box Included Microwave Equipment. Excluded from service agreement but may be repaired on an above contract,time and material basis.All Equipment must be shipped to IDO. Excludes any on-site services. Monitor(s) Includes all Motorola certified monitors connected to computers that directly interface with or control the communications System. Excludes defective or phosphor-burned cathode ray tubes CRT(s)and burned-in flat panel displays image retention as well as monitors not shipped by Motorola and/or cannot be confirmed by a Motorola factory order number. Site Frequency Standard(s) Includes Netclocks systems Excludes MFS-Rubidium Standard Network Time and Frequency devices UPS Systems. Excluded from service agreements but may be repaired on an above contract,time and material basis.All UPS Systems must be shipped to IDO for repair. Excludes batteries and any on-site services. 17 MOTOROLA Statement of Work Local Radio Combo Package 1.0 Description Local Radio Combo Package provides operational check and board level repair services for mobile,portable, two-way and mobile data. An operational check is an analysis of the Equipment to identify external or internal defects. Local Radio Combo Package also includes service on standard palm microphones and single mobile controls heads,provided that they are required for normal operation of the two-way mobile and are included at the point of manufacture. Service is only included on Equipment specifically named in the applicable Agreement to which this Statement of Work is attached. Local Radio Combo Package excludes repairs to:optional accessories;iDEN accessories;iDEN mobile microphones;non-standard mobile microphones,mobile external speakers;optional or additional control heads,single and multiple unit portable chargers;batteries,mobile antennas;mobile power&antenna cables and power supplies. The following are excluded from Local Radio Combo service unless they are purchased as an option for an additional fee.The options are OnSite,Radio Survey and Analysis,Portable Remote Speaker Microphones, Portable Antenna Replacements Mobile Remote Control Heads. The terms and conditions of this SOW are an integral part of Motorola's Service Terms and Conditions or other applicable agreement to which it is attached and made a part thereof by this reference. 2.0 Motorola has the following responsibilities: 2.1 Service to be performed at the Servicer facility during Standard Business Days. 2.2 Perform an operational check on the Equipment to determine the nature of the problem. 2.3 Remove/reinstall mobile or data Equipment from/to Customer's vehicle as needed for additional servicing. 2.4 Test and Restore the Equipment to Motorola factory specifications. 2.5 Remove any dust,and/or foreign substances from the Equipment. 2.6 Reprogram Equipment necessary to return Equipment to original operating parameters based on the template in the Equipment,if the template information can be retrieved from the Equipment,or from a backup diskette provided by Customer containing the template information. If the Customer template is not provided or not reasonably usable,a generic template utilizing the latest Radio Service Software (RSS)version for that Equipment will be used. The Equipment will require additional programming by the Customer to Restore the original template. 2.7 Notify Customer upon completion of repair for pickup of Equipment. 3.0 Customer has the following Responsibilities: 3.1 Deliver and pick up Equipment to/from the Servicer facility. 3.2 Inform Servicer of description of problem for Equipment brought in for service. 3.3 If the Equipment will not power up,or if desired,supply Servicer with a backup diskette with the Software template or programming in order to assist in returning the Equipment to original operating parameters. If applicable,record the current flashcode for each radio. 3.4 If Motorola must use a generic template to restore Equipment to operating condition,Customer is responsible for any programming required to Restore Equipment to desired parameters. 3.5 Cooperate with Motorola and perform all acts that are reasonable or necessary to enable Motorola to provide the Local Radio Combo Package service to Customer. 18 MOTOROLA Statement of Work Local Radio Combo Package OnSite Option—Pick up & Delivery 1.0 Description of Service Equipment will be picked up from and delivered to the Customer's location,within a designated radius of the Servicer facility. Schedule pickups will be mutually agreed upon and outlined in the Customer Support Plan. This Option covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0 Motorola has the following responsibilities: 2.1 Use reasonable efforts to pickup and deliver Equipment per the mutually agreed upon Customer location, days of week,and preferred time. If a pick up/delivery cannot occur according to the preferred schedule, Customer will be contacted prior to the scheduled pick up/delivery,to arrange a mutually agreeable alternative date and/or time for pick up/delivery. 2.2 Generate service receipt and leave with Customer. 3.0 Customer has the following responsibilities: 3.1 Designate mutually agreeable location for service pickup and delivery,days of week,and preferred time. 3.2 Provide problem description along with unit. it 19 MOTOROLA SOLUTIONS Statement of Work Subscriber Preventative Maintenance (Local) 1.0 Description of Service: Subscriber Preventative Maintenance provides for one annual operation test to ensure the Customer's Equipment meets manufacturer's specifications. This service will be provided during Standard Business Days at the Servicer facility. This service covers Equipment that is specifically named in the applicable Agreement to which this Statement of Work is attached. 2.0 Motorola has the following responsibilities: 2.1 Physically inspect the Equipment. 2.2 Remove any dust,and/or foreign substances from the Equipment. 2.3 Measure(original measurements and the adjusted measurements),record,align and adjust the following applicable Equipment parameters,to the frequency and modulation outlined in the Rules and Regulations of the Federal Communications Commission(FCC): 2.3.1. Receive frequency 2.3.2. Transmit frequency 2.3.3. Deviation 2.3.4. Transmitter power 2.3.5. Reflected power in antenna line(mobile antennas only) 2.3.6. Receive sensitivity 2.3.7. Audit output levels 3.0 Customer has the following responsibilities: 3.1 Provide preferred schedule for Subscriber Preventative Maintenance to Motorola. 3.2 Contact the Servicer prior to Equipment being brought in for service. 3.3 Deliver portable Equipment and/or drive vehicles with mobile Equipment to Service 20