AGREEMENT RE RECONFIGURATION PLAN WITH MOTOROLA.PDF

Reconfiguration Planning Phase Agreement
(Planning Phase Services Only; No Equipment, Software, or Implementation Phase Services)
Motorola Solutions, Inc. ("Motorola") and M.aricopa County ("Licensee" or "Customer"), whose main address
is3324 West Cribson Lane, Phoenix, AZ 85009, enter into this Reconfiguration Planning Phase Agreement
("Agreement"), pursuant to which Licensee will purchase and Motorola will sell the Reconfiguration Planning Phase
services described below. Motorola and Licensee may be referred to individually as a "Party' and collectively as
the "Parties." This Agreement is made with reference to the following recitals.
A. On August 6, 2004, the FCC issued 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 04294. The August 6 and December 22,
2004 orders, and any supplemental orders the FCC issues, are collectively referred to as the "Order."
R. Pursuant to the Order, certain licensees of 800 ME-Iz channels used in public safety or other systems must
relinquish their existing channels and relocate their systems to other licensed channels ("Replacement Channels").
Also pursuant to the Order. Nextel must relinquish some of its existing channels and must provide and pay
relocation funds ("Relocation Funds") to enable affected licensees to relocate their systems onto Replacement
Channels and reconfigure their systems so that they are "Comparable Facilities" (as defined below).
C. The FCC has appointed a Transition Administrator ("TA") to assure that the rebanding initiative proceeds
on schedule and in a planned and coordinated manner so that disruption to a licensee's system is minimized. In the
TA's published "Reconfiguration Handbook," the two major phases to accomplish the reconfiguration are described
as the "Reconfiguration Planning phase" and the "Reconfiguration Implementation Phase."
Di. Licensee has selected Motorola to provide Reconfiguration Planning Phase services.
For good and valuable consideration, the Parties agree as follows;
Section 1 DEFINITIONS
In addition to the defined terms above, capitalized terms in this Agreement have the following meanings:
1.1. "Comparable Facilities" means the Licensee's System (including the subscriber radio equipment) have the
same operational capabilities that existed before relocation, specifically (1) equivalent channel capacity; (2)
equivalent signaling capacity, baud rate, and access time; (3) coextensive geographical coverage; and (4) equivalent
operating costs.
12. "Confidential Information" means any information that is disclosed in written, graphic, verbal, electronic,
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.
13. "Contract Price" means the price for the selected Reconfiguration Planning Phase services, excluding any
applicable sales or similar taxes.
1.4. ``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 his
been especially modified for purposes of the 800 MHz band reconfiguratice.
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1.5. "Effective Date" means that date upon which all Parties have executed this Agreement
1.6. "Force Majeure" means a material event, circumstance, or act of a third party (including material delays
caused by Nextel and the TA) 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 Order); 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.
1.7. "Motorola Software" means software in object code format that Motorola or its affiliated company owns,
including any releases or software kits to reprogram radios. This Agreement does not involve any source code.
1.8. "Proprietary Rights" means the 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.
1.9. "Reconfiguration Planning Phase Services" means those services to be provided by Motorola to Licensee
under this Agreement; these services are described in the Statement of Work.
1.10. "Statement of Work" means the description of the work to be performed under this Agreement by the
Parties. The Statement of Work is set forth in Attachment A-2 and is incorporated herein by this reference.
1.11. "System" means the hardware and software products that comprise the Licensee's existing 800 MHz radio
communications system.
Section 2 SCOPE OF PLANNING PHASE SERVICES
2.1. SCOPE OF WORK The Parties will perform their respective contractual responsibilities in accordance
with this Agreement Any changes to this Agreement including changes to the Statement of Work, must be in
writing and executed by both Parties. This Agreement sets forth the Parties' rights and responsibilities with respect
to each other concerning the agreed Reconfiguration Planning Phase activities only, and not the Reconfiguration
Implementation Phase activities (which, if applicable, will be governed by a separate Reconfiguration
Implementation Phase Agreement). Specifically, this Agreement does not involve the provision by Motorola of any
equipment hardware, or software, or any services to reconfigure the System or any part of it. This Agreement sets
forth the Parties' rights and responsibilities with respect to each other concerning only those Reconfiguration
Planning Phase activities covered by the Order, and not the sale of products or services (or any other activities) that
are not part of the 800 MHz Band Reconfiguration process. If the Parties wish to contract for these other activities,
they will do so pursuant to a separate contract.
2.2. MOTOROLA RESPONSIBILMES. Motorola will provide the Reconfiguration Planning Phase Services
as described in the Statement of Work. Motorola will designate a point of contact person.
2.3. LICENSEE REspoNsInumEs. At the appropriate time, Licensee will submit its Request for Planning
Funding ("RFPF"), any required certifications, and any amendments thereto (if applicable) to NexteI and the TA.
For the limited purpose of assisting Neactel and the TA to evaluate Licensee's Request for Planning Funding,
Motorola authorizes Licensee to (and Licensee will) provide to the TA and Nextel a copy of this Agreement
including the exhibits and pricing, but such 'information is and remains Motorola Confidential and Proprietary as
provided below in Section 9 (and pursuant to Non-Disclosure Agreements Motorola has with Nextel and the TA).
Licensee will employ reasonable efforts to assist Motorola in providing the Reconfiguration Planning Phase
services, and will provide reasonable access to Licensee's equipment, facilities, personnel and relevant information.
Licensee will designate a point of contact person. 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.
2.4. LICENSEE-N.EXTEL RELATIONSHIP. The TA's Reconfiguration Handbook indicates that Licensee and
Nextel will form a 'Planning Funding Agreement" (TPA") and/or a "Frequency Reconfiguration Agreement"
("FRA") which, among other things, sets forth Nexter s obligation to pay the Relocation Funds. The
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Reconfiguration Handbook encourages a payment process by which Nextel pays Relocation Funds directly to
Licensee's selected vendors; and Licensee will ensure that its PFA provides for direct payment by Nextel to
Motorola. Promptly after execution of the NA. Licensee will provide to Motorola a copy of those portions of the
PFA that pertain to Motorola's services, products, pricing and payment, inchrding Attachment C to the PFA
(redacted if necessary to exclude information not pertaining to Motorola).
23. OTHER SERVICES. Nothing in this Agreement is intended to prevent or hinder Motorola from
contracting to perform or performing for Licensee any Reconfiguration Implementation Phase services, or any other
kind of services, or selling any equipment or software. Nothing in this Agreement is intended to prevent or hinder
Motorola from contracting to perform or performing for other Licensees Reconfiguration Planning Phase services,
Reconfiguration Implementation Phase services, or any other kind of services, or selling any equipment or software.
Section 3 PERFORMANCE SCHEDULE
The Parties will perform their respective responsibilities in a reasonably diligent mariner, taking into consideration
the procedures and processes established in the Reconfiguration Handbook. The Parties acknowledge that any
scheduled performance dates are estimates only, and various factors (such as Licensee's operational needs and
resource availability) may cause the scheduled performance dates to change or be delayed. As more fully described
in the Statement. of Work, the Parties will verify and, if necessary, modify the schedule after the project kick-off
meeting; any modification to the schedule will be documented in a mutually executed change order (which might
require the approval of Nextel and the TA). In any Change Order, the Parties will determine whether (i) the work
should be postponed pending Nextel and TA review and approval, and (ii) negotiation support concerning the
Change Order is necessary. No Party will be liable for its non-performance or delayed performance if caused by a
Force Majeure. A Party will notify the other if it becomes aware of a Force Majeure that will significantly delay
performance. The notifying Party will give the notice promptly after it discovers the Force Majeure. The
obligations of the respective Parties under this Agreement shall be suspended to the extent of; with respect to and for
the time the performance thereof is affected by a Force Msdeure event Upon the cessation of the Force Majeure
event, the Parties shall become obligated to resume and continue performance of their respective obligations under
the Agreement Notwithstanding a Force Majeure event, the Parties shall diligently undertake all reasonable effort
to perform this Agreement.
Section 4 CONTRACT PRICE, PAYMENT AND INVOICING
4.1. CONTRACT PRICE; NON-RECOURSE TO LICENSEE.
4.1.1. Contract Price. The Contract Price for Reconfiguration Planning Phase Services in U.S. dollars is
$212,984.00. Except for reimbursable travel and related expenses and any changes to the Reconfiguration Planning
Phase Services caused by mutually executed change orders, this price is a firm, fixed price. The Contract Price
excludes any sales or other taxes, all of which will be added to the invoices and paid except as exempt by law.
4.12. Licensee Not Liable for Contract Price. Payment of the Contract Price and any applicable taxes is to come
from Nextel, and not Licensee. If Nextel thils to pay Motorola, Licensee shell not be liable to pay Motorola the
Contract Price or applicable taxes. Notwithstanding the above, if Neoctel pays the Contract Price and any applicable
taxes to Licensee rather than to Motorola, Licensee will immediately forward the payment to Motorola. Motorola
agrees to accept direct payments from Nerds!. Motorola further agrees to apply these direct payments from Nextel
to the Contract Price.
4.1.3. Motorola's Protections Concerning Payment by Nextel. If requested by Motorola, Licensee will execute
necessary documents and take all such actions that are reasonable or necessary to promote the prompt payment by
Nextel to Motorola, provided such actions do not require Licensee to participate in any litigation over non-payment
by Nextei.
42. INVOICING, PAYMENT MILESTONES, AND PAYMENT.
42.1. Invoicing. Motorola will submit correct invokes to License; with a copy to Nextel, in accordance with the
pre-approved payment milestones set forth as Attachment A-1. Licensee's contact person and address for invoice
purposes are: Tom Crosby, Maricopa County Office of Enterprise Technology, 3324 W. Gibson Lane, Phoenix, AZ
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85009. 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 ten (10) 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 notice will
explain the reasons for Licensee's disapproval. Motorola will promptly correct any inaccurate invoice that Licensee
disapproves, and resubmit the corrected invoice using the same process as described above in this paragraph.
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 License
and the process within this section begins again.
4.22. Payment Due Date. Unless otherwise agreed between Nextel and Motorola, payment to Motorola for
approved invoices is due thirty (50) days from the date Nextel receives the Approval Notification from Licensee.
Motorola's Federal Tax Identification Number is 36-1115800.
423. Mutual Cooperation_ The Parties will cooperate with each other and provide to each other, and to Nealel
and the Transition Administrator, such information (other than Confidential Information, which is governed by
Section 9.1) as is reasonable or necessary to facilitate the prompt payment of the Contract Price to Motorola.
Section 5 REPRESENTATIONS AND WARRANTIES
5.1. RECONTIGURATION PLANNING PHASE SERVICES WARRANTY. For ninety (90) days from the
completion of the Reconfiguration Planning Phase Services, Motorola warrants that these services were performed
in a good and workmanlike manner. This services warranty does not cover any services or duties performed or
owed by Nextel, Licensee, or any other contractor hired by them.
5.2. 'WARRANTY CLAIMS. To assert a warranty claim, Licensee must notify Motorola in writing of the
claim before the date which is thirty (30) calendar days aft the expiration of the warranty period. Upon receipt of
this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim,
Motorola will (at no additional charge to Licensee) re-perform the Reconfiguration Planning Phase services. This
action will be the full extent of Motorola's liability hereunder and constitutes Licensee's sole remedy.
5.3. ONLY LICENSEE IS COVERED. These express limited warranties are extended by Motorola to the
Licensee and are not assignable or transferable.
5.4. POTENTIAL DAMAGE TO EXISTING EQUIPMENT. Licensee acknowledges that Motorola,
Licensee's employees, or others might cause damage to equipment that is part of Licensee's System when
performing the Reconfiguration Planning Phase Services, and that such damage may occur in the absence of
negligence by any party. Motorola is not responsible for damage to equipment unless it is caused by Motorola's
intentional acts or negligence, in which case Motorola at its option will repair or replace the damaged equipment or
refund its fair market value. Before Licensee asserts a damage claim against Motorola under this section, it will first
investigate the cause of the damage and the investigation must result in adequate proof that Mamie is negligent
and liable for the damage. This provision does not diminish any rights Licensee might have under any pre-existing
Motorola warranty or maintenance agreement
5.5. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE
WARRANTIES FOR. THE RECONFIGURATION PLANNING PHASE SERVICES PROVIDED UNDER mrs
AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. EXCEPT FOR THE
FOREGOING WARRANTIES, THE SERVICES ARE PROVIDED "AS IS" AND MOTOROLA DISCLAIMS
ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSEE IS
RESPONSIBLE FOR, AND MOTOROLA MAKES NO WARRANTY CONCERNING, ME BACK-UP AND
DISASTER RECOVERY PROCEDURES, FACILITIES AND EQUIPMENT, OR DATA ENTRY AND
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LOADING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS
AGREEMENT.
Section 6 INDEMNIFICATION
6.L INDEMNITY BY MOTOROLA. Motorola will defend at its expense and hold harmless Licensee against
any claim, suit, demand, or cause of action brought by a third party against Licensee that is based on or to the extent
it is caused by the negligence or willful misconduct of Motorola, its subcontractors, or their employees or agents,
while performing their duties under this Agreement, and which results in personal injury, death, or direct damage to
tangible property ("Motorola Claim"). Motorola will indemnify Licensee from any liability, judgment, awards and
damages resulting from a final award that adzes from a Motorola Claim and pay an losses, expenses or direct
damages incurred by Licensee associated with the Motorola Claim. The foregoing indemnity is conditioned on (i)
Licensee giving Motorola prompt, written notice of any Motorola Claim, and providing to Motorola =operation
(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, provided such settlement
or compromise includes a full release of Licensee or is otherwise approved in writing by Licensee. Motorola will
have no indemnity liability for the negligence or fault of Licensee, its other contractors, Nextel, or the TA, or any of
their employees, agents or representatives. This section states the full extent of Motorola's general indemnification
from liabilities that are in any way related to Motorola's performance under this Agreement
6.2. JOINT LIABILITY. If a third party asserts a claim against both Parties, each Party will defend itself and
will pay the claim to the extent of its percentage liability. For example, if the Parties have equal liability for the
claim, they each will pay one-half of the amount plus their own defense costs
Section 7 DISPUTES; DEFAULT AND TERMINATION
The Parties, through their respective project or system managers, will attempt to settle any dispute arising from this
Agreement (except for a claim relating to intellectual property or breach of confidentiality provisions) through
consultation and good faith negotiation. The dispute will be escalated to appropriate higher level managers of the
Parties, if necessary.
If a Party fails to perform a material obligation under this Agreement, the other Party may consider the non-
performing Party to be in default (unless a Force Majeure causes the failure) and may assert a default claim by
giving the non-performing Party a written and detailed notice of default. The defaulting Party will have thirty (30)
days after receipt of the notice of default to either care 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 Agreement until it approves the cure plan. 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 and
the defaulting Party will promptly return to the non-defaulting Party any of its Confidential Information. The non-
defaulting Party will use reasonable efforts to mitigate damages.
Section 8 LIMITATION OF LIABILITY
Licensee acknowledges that the limitations in this Section are integral to the Contract Price being charged by
Motorola under this Agreement, and that if Motorola assumed further liability other than as set forth in this Section
8, the Contract Price would be substantially higher. This limitation of liability provision applies notwithstanding
any contrary provision in this Agreement Except for personal injury or death, Motorola's total liability, whether for
breach of contract, warranty, negligence, strict liability in tort, indemnification, contribution, or otherwise, will be
limited to the direct damages incurred by Licensee and recoverable under law, but not to exceed the the sum of
$500,000.00. ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR
DAMAGES, THEY AGREE THAT MOTOROLA (AND ITS SUBCONTRACTORS AND SUPPLIERS, AND
THEM OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES)
WILL NOT BE LIABLE TO LICENSEE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE,
TIME, DATA, GOOD WILL, REVENUES, PROFITS, OPPORTUNITIES OR SAVINGS; OR OTHER SPECIAL,
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INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING
FROM THIS AGREEMENT (REGARDLESS OF THE FORM OF ACTION), THE SALE OR USE OF
PRODUCTS, EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA
PURSUANT TO THIS AGREEMENT, ALL CLAIMS BY A PARTY AGAINST ANOTHER PARTY,
WHETHER rN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN
TWO YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES.
Section 9 CONFIDENTIALITY AND PROPRIETARY RIGHTS
9.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide
Confidential Information to each other. Any inventory report or Customer Suitability Assessment report concerning
Licensee's System, and any other document concerning the reconfiguration of Licensee's System that Motorola
prepares specifically for and is a promised deliverable to Licensee under this Agreement (collectively,
"Documentary Deliverable") shall be the Confidential Information of Licensee unless otherwise agreed by the
Parties in writing.
9.1 1. Non-Disclosurq. Subject to applicable Public Records laws, or other state, federal and local 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 TA.
9.1.2. Use. Unless otherwise provided in this Agreement, a Party may use the Confidential Information of the other
Party only in fardaerance of the performance of this Agreement or any other agreement between the Parties.
Notwithstanding the preceding sentence, Motorola may use the information in any Documentary Deliverable for its
own business purposes or to assist Licensee or its other contractors or consultants in the overall effort to plan and
reconfigure Licensee's System. Except for a Documentary Deliverable, Confidential Information is and will at all
times remain the property of the disclosing Party, and no grant of any proprietary rights in the Confidential
Information is hereby given or intended, including any express or implied license, other than the limited right of the
recipient to use the Confidential Information in the manner and to the extent permitted by this Agreement or any
other agreement between the Parties.
9.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola owns. and retains all of its
Proprietary Rights, and nothing in this Agreement is intended to restrict its Proprietary Rights. All intellectual
property developed, originated, or prepared by Motorola in connection with providing to Licensee the services
remain vested exclusively in Motorola, and this Agreement does not grant to Licensee any shared development.
rights of intellectual property. This Agreement does not involve the license of any software.
Section 10 GENERAL
10.1 ASSIGNABILITY AND SUBCONTRACTING; WAIVER. No Party may assign this Agreement without
the prior written consent of the other Party. Motorola may subcontract any part of the work, but subcontracting will
not relieve Motorola of its duties under this Agreement. Motorola will make reasonable commercial efforts to
obtain Licensee's prior approval concerning any subcontractor who will perform 'mu* 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. Failure or delay by a Party to exercise a right or power under this
Agreement will not be a waiver of the right or power. 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
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work, as required by the Licensee. An effective waiver of a right or power must be in writing signed by the waiving
Party and will not be construed as either a future or continuing waiver of that same right or power, or the waiver of
any other right or power.
102 INDEPENDENT CONTRACTORS. Each Party is an independent contractor with respect to the other
Party, and a Party and its personnel will not be considered to be employees or agents of the other. Nothing in this
Agreement grants a Party the right or authority to make commitments of any kind for the other Party. This
Agreement will not constitute, create, or in any way be interpreted as a joint venture, partnership or formal business
organization of any kind.
10.3 INTERPRETATION OF AGREEMENT. This Agreement, including any attachments, constitutes the
entire agreement of the Parties regarding the subject matter of this Agreement and supersedes all previous
agreements, proposals, and understandings, whether written or oral, relating to that subject matter. This Agreement
may be amended or modified only by a written instrument signed by authorized representatives of the Parties. The
preprinted terms and conditions found on any Licensee purchase order, acknowledgment or other form will not be
considered an amendment or modification of this Agreement, oven if a representative of each Party signs the
document. The attachments are incorporated into and made a part of this Agreement In interpreting this
Agreement and resolving any ambiguities, the main body of this Agreement 'takes precedence over the attachments.
Section headings in this Agreement are inserted only for convenience and are not to be construed as part of this
Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement is an
arm's length transaction and will be fairly interpreted in accordance with its terms and conditions and not for or
against a Party. If a court of competent jurisdiction renders any part of this Agreement to be invalid or otherwise
unenforceable, it will be severed and the remainder of this Agreement will continue in full force and effect as if the
invalid part was not part of this Agreement. This Agreement and the rights and duties of the parties will be
governed by and interpreted in accordance with the laws of the State in which the System is installed.
10.4. COMPLIANCE WITH APPLICABLE LAWS. Each Party will comply with all applicable federal, state,
and local laws, regulations and rules concerning the performance of this Agreement or use of the System. Licensee
will obtain and comply with all FCC licenses and authorizations required for the installation, operation and use of
the System.
10.5. AUTHORITY TO EXECUTE AGREEMENT. Each Party represents that it has obtained all necessary
approvals, consents and authorizations to enter into this Agreement and perform its duties under this Agreement; the
person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this
Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the
execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any
other governing authority of the Party. Bach Party represents that it is fully aware of the terms contained in this
Agreement and has voluntarily entered into this Agreement, having had a full and fair opportunity to seek the advice
of counsel and other professionals or consultants as its considers necessary. This Agreement may be executed in
separate counterparts, which together constitute a single agreement
10.6. SURVIVAL OP TERMS. The following provisions survive the expiration or termination of this
Agreement for any reason: if any payment obligations exist, all of Section 4 (Contract Price, Payment and
Invoicing); Section 6 (Disputes); Section 8 (Limitation of Liability); and Section 9 (Contdeatiality and Proprietary
Rights); and all of the General provisions in Section 10.
Natal Assigned Deal Number: _LL121021024____
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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly
authorized representatives.
INCUMBENT: MOTOROLA:
MARICOPA COUNTY, ARIZONA MOTOTOLA SOLUTIONS, INC.
AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE
NAME: NAME: DAVID C. NASH
TITLE: CHAIRMAN, BOARD OF SUPERVISORS TITLE: REBANDWG SI/LEAD
DATE
ATTEST: AT
CLERK OF THE BOARD
MARICOPA COUNTY AGREEMENT NO
The undersigned attorney has determined that said
agreement is in proper form and is within the powers
and authority granted under the laws of the State of
Arizona.
Date this day of , 20
Buy
Attorney
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Attachment A-1 •
Nextel-Motorola Pre-approved Payment Milestone Schedule
Depending on the Contract Price set forth in Section 4.1.1, the following payment milestones apply:
1. Contract Prios < $300,000
Mobilization (i.e., contract execution) 50%
Complete Planning Activities 50%
2. Contract Price $300,000 and above
Mobilization (i.e., contract execution) 40%
Complete Suitability Assessment 40%
Complete Planning Activities 20%
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Attachment A-2
Statement of Work
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Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
Summary of All Costs
Pursuant to the FCC's mandated 800 MHz band reconfiguration, the incumbent
licensee is required to reconfigure its system and requests that Nextel fund its
estimated system reconfiguration planning costs, as outlined in the table below:
Licensee Organization Name: Maricopa County
Licensee City, State and Zip: Phoenix, AZ 85004
(Price excludes sales or other taxes)
Summary of All Costs
.71,6447.1' , iMit = • - 4.,;) , --,,,!
- . - .
- ICr " 1S*
I
, , CR t f': (I, I ', • u
' ‘-' , .. .. . err] . . ill7.1... ..-/* i
• 01. r ,,,} .-..:1' - ._.,-, i' ' - _ -,,f .
.i.- - A : ., ,5:14.i. RgiiLl6r 1.- D ' ' 1
_
Et — uenc Anal is Motorola 20 330.00 0.00 20,330.00
S stem Invento Motorola 51 104.00 0.00 51,104.00
En ; eerin and Im • lernentation Plana' Motorola 80 370.00 0.00 80,370.00
Ley- Motorola 0.00 0.00 0.00
Pro -ect Man:: ment Motorola 49 210.00 0.00 49,210.00
Other Tuirrfnmin , 11,970.00 0.00 11,970.00
Total Estimated Plannin Costs --_-,.-_, --.;.-- .,. I $0.00 $212 984.00
Motorola Proprietary and Confidentia/
Design, technical and plicing Information contained in this offering is considered proprietary and may not be 'honed vzith any person or
agency not directly associated with the addressee without the express wrtliert consent of Motorola Solutions, Inc, or fte designees.
Page 11 of 34 03113114

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
Statement of Work (SOW) Supporting Request for Planning Funds
Overview
This Statement of Work consists of two major parts. The first part consists of Sections
1.0 through 6.0 which describe the work associated with planning the reconfiguration of
your system. These sections, along with the system description table at the end of this
SOW, may be included with your Request for Planning Funds submittal to Nextel and the
Transition Administrator. The second part consists of Sections 7.0 through 13.0 which
supports the Agreement with Motorola and should not be submitted as part of your
Request for Planning Funds.
Motorola has assembled this document, called a Statement of Work (SOW), which
provides an overview of activities performed during the initial customer interview, the
equipment assessment and the execution of the design phase of the rebanding project.
This Statement of Work describes the Reconfiguration Planning and Negotiation Phase
Services that Motorola proposes to provide to Maricopa County. This SOW is not a
detailed reconfiguration specification and is not intended for use in a solicitation for
services by Maricopa County.
The specific details of the system are in the tabularized System Description table at the
end of this Statement of Work.
1.0 Performance Schedule
Motorola will begin the reconfiguration planning and schedule the first kick off
meeting with Maricopa County within 45 days after receipt of a Purchase Order
and/or a signed contract authorizing the work. A detailed schedule to complete
the planning and deliver a fixed price proposal to do the system reconfiguration
will be developed as a result of this meeting. Once this schedule is completed it
will be agreed to by Maricopa County and Motorola and it can be submitted as an
addendum to Sprint-Nextel and the Transition Administrator. Provided there are
no significant delays it is estimated that the work will be completed in 6 months
after the kickoff meeting.
2.0 Frequency Analysis
2.1 Co-channel Analysis
Motorola will quote and provide co-channel analysis as requested by Maricopa County.
Motorola Proprietary and Confidential
Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or
agency not direct, associated with the addressee without the to:preen written consent of Motorola Solutions, Inc., or its designees.
Page 12 of 34 03/13114

Motorola BOO MHz Rebanding Project
Maricona County AZ Statement of Work
2.2 Combiner and Receiver Winlti-counler Suitability
Motorola will evaluate the suitability of the licensee's existing combiner
equipment impacted by rebanding. Some combiners can readily be adjusted to
the new rebanded frequencies, others cannot. Depending on the condition of the
equipment, readjustment may not be possible without risking damage to the
combiner. In addition, signal loss (decreased coverage) may occur if the new
rebanded frequencies are spaced closer than the original frequencies. Combiner
cable requirements also need to be considered based on the Licensee's cutover
plan.
Additionally, Motorola will analyze the impact the new frequency plan will have
on Maricopa County's existing multi-coupler systems and determine if retuning or
replacement is necessary.
Motorola will evaluate these potential issues as part of the combiner suitability
assessment_
2.3 Intermodulation Study
IM Study - Motorola will perform inter-modulation study to identify possible
harmful RF emissions and interactions at each site affected by rebanding.
Motorola will provide a report and recommendation to Maricopa County. If the
proposed frequencies cannot be effectively used at the appropriate sites, Motorola
will notify Maricopa County.
(See Exhibit A-2 at end of this document for fltrther information regarding
Intermodulation study).
Intermodulation Studies MP are necessary only under limited circumstances. To
request an IM for a site, the licensee must believe that at least one of the three
criteria, as described in the RFPF Fonn/InstructionS, is present within their
environment. To qualify for funding, the condition(s) must be indicated in the
RFPF Form.
MotorolaProprietary and Confidential
Design, technical and pricing information contained In This altering is considered proprhstary and may not be shared with any person or
agency not direcstly associated with the addressee whhoutthe egress written consent of Motorola Solutions, Inc., or its designees.
Page 13 of 34 03/13/14

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
V,irir:; ,....'1.;i1r,i 1,1Z1,4r17,4[;',,i:I'g'.:10-cit ',Tel 1 11:16.i I).fVl!.:117,illiiqrariFii iir4 1,..70:.
Location with two or more co-site transmitters with Yes 15
potential to impair base station receivers.
Licensee's fixed receive antenna is proximate to a Yes 15
transmitting antenna other than your own.
Landlords or site managers of shared transceiver sites Yes 15
requiring an analysis of the EM environment as part of site
agreements. when changing transmitting frequencies.
2.4 Other Frequency Analysis
Motorola will quote and provide additional frequency analysis services as requested by
Maricopa County.
Frequency Analysis deliverables include:
Co-channel Analysis report for reconfiguration proposal N/A
Combiner Suitabilit3r report for reconfiguration proposal 6 months after kick-off meeting
Interrnodulation analysis report for reconfiguration 6 months after kick-off meeting
proposal
Other Frequency Analysis N/A
Vendor Labor Table
Frequency Analysis
Intermodulation
Study
Other Frequency
Analysis
3.0 System Inventory
3.1 Infrastructure Inventory
Motomla Proprietary and Confidential
Design, agency technical not dim-oily arid pricing associated information with the addressee contained In without this offering the express Is considered written consent proprietary of Motorola and may Solutions, not be shared Inc., with or its any designees. person or
Page 14 Of 34 03/13114

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
Motorola will conduct an inventory of Maricopa County's equipment. This
inventory will be used to determine the suitability of the equipment and system
design effort for rebanding.
Motorola understands the inventory and design effort will take place on an
operational radio communications system and that unplanned interruptions to
dispatch operations are not acceptable. Motorola, with its network of authorized
service centers and/or third-party subcontractors, will do everything possible to
minimize disruption to dispatch operations. Any required changes to daily
operations will be planned in advance and agreed upon by Maricopa County and
all applicable parties.
Based on this preliminary information about your system inventory listed below, a
price was developed for planning the system Rebanding process. This
information is based on Motorola's understanding of Maricopa County's system.
Any significant variance to this inventory information which results in a scope of
work or schedule change will need to be addressed via a Change Order.
The inventory services are limited to the equipment specifically affected by
rebanding for Maricopa County's system. Please refer to the System Description
for unverified inventory estimates.
3.2 Subscriber Inventory
Subscriber device inventories must similarly be examined to determine
reconfiguration requirements. If inventories are required, Motorola will inventory
subscribers to elicit necessary information. Customer provided inventories must
also be able to provide the information outlined below.
For systPrns that only require Retuning, unit count and model families need to be
specified to insure proper programmin' g equipment and if any frequency
determining elements need to be ordered and priced.
For systems that require Reprommming, quantities of subscriber in each family
must be determined (i.e. 25ea XTS2500, 22ea XTS5000) and the number of
programming stations must be delineated to ensure proper number of Flash
upgrade kits are specified.
For Replacement units, the number of units to be replaced must be identified,
along with their corresponding replacement unit. In addition options such as
battery type, dash or remote mount and cable length must be specified. An
accurate count of any accessories (six unit chargers, speaker mics, etc.) will be
required since they are exchanged on a one for one basis. A sample audit will be
Motorola Proprietary arid ConEdrsolittl
Design, agency technical not direct* and associated pricing information with the addressee contained without In this offering tho express is conaidered written consent proprietary of Motorola and may Sohlions, not be shared Inc., with or Its any &slyness, person or
Page 15 of 34 03113114

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
performed when necessary on certain subscribers units (MTS 2000, Astro Spectra
and Astro Saber) to determine the need for replacement.
System Inventory deliverables include:
Infrastructure inventory report for reconfiguration 6 months after kick-off meeting
proposal
Subscriber inventory report for reconfiguration 6 months after kick-off meeting
proposal
Vendor Labor Table
4.0 Engineering/Implementation Planning
4.1 Interoperability Planning
The interoperability requirements are included in the System Description
attachment at the end of this document.
4.2 Site Reconfiguration
Motorola will generate a Reconfiguration Design which will consist of at a
minimum Methods of Procedures, cut over plans and system test plans.
o Generate Methods of Procedures (MOP)
• Motorola will develop the Method of Procedures which details the
process steps, timeline, measurable deliverables, resources needed and
eutover steps. Where applicable, contingency planning required to
effectively reband your system will be provided in the least disruptive
- Motorola Proprietary and Confidential
Design, agency technical not carpi* and associated pricing information with the addressee contained without in this offering the express is considered written consent proprietary of Motorola and may Solutions, not be shared Inc, with or its any designees. person or
Page 16 of 34 03/13/14

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
manner. The MOP also includes the cutover plan from the current
frequencies to the new ones.
o Cutover and Fall-back Plan
• Develop and define the cut-over and fall-back plan to ensure consistent
operation of all system functionality throughout the reban.ding
reconfiguration.
• Review plans with Maricopa County
o Baseline and Acceptance Test Plan
• Develop with Maricopa County baseline and acceptance test plans to
demonstrate comparable facility.
• Baseline Test Plan initial determination of infrastructure testing for
system functionality prior to rebanding beginning.
• Acceptance Test Plan duplication of baseline, test plan plus any
additional functional testing customer requires after rebanding.
4.3 Retune/Reprogram/Repla.ce Determination
The 800 MHz fixed network equipment (ENE) and subscriber inventory must be
audited to determine if upgrades are required to the software, hardware and
firmware in order to support the new rebanding software. The assessment
includes manufacturer information, software versions, system platform release
versions and hardware configuration. Results of the suitability assessment and
audit will determine what FNE will be retuned or reprogrammed or replaced and
the effort required performing this work.
The evaluation of the network and subscriber inventory will provide a retune,
reprogram, upgrade or replace decision for each piece of equipment in the system
that is affected by rebanding. Activities include:
> Formatting Maricopa County's inventory data for
assessment
> Engineering analysis of assessment report
> Retune, replace or reprogram determination of subscriber
inventory as outlined in paragraph 3.2 above.
Motorola Proprietary and Confidential
Design, agency technical not directly and associated pricing information with the addressee contained without in this offering the express is considered written consent proprietary of Motorola and may Solutions, not he shared Inc., with or Its any designees. person or
Page 17 of 34 03/13/14

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
> Equipment list generation of required kits, software and or
upgrades required by each piece of equipment to be
reconfigured.
Engineering/Implementation Planning deliverables include:
., , ,.-7A;,1,4, 1.- • ligicrti ,,,,=„1.1: -1:1,.,-,` --."zii , , . ;-, ,. -,Aftif,-.... Wmli:,kt.- -,...
. ..1.7,1!.? a - 62, 7, -:. r111.1,V ..t,„,,.-,-;(,, ije 1,,:sitrk VI'. ', W.1Wrt o.. - '-ef J ',„., ..
Interoperability plan section of reconfiguration proposal 6 months after kick-off
meeting
Develop Methods of Procedures for equipment to be 6 months after kick-off
reconfigured for _ reconfiguration proposal meeting
Develop and document cutover and fallback plans to be 6 months after kick-off
included in the reconfiguration proposal meeting
Develop and document baseline and acceptance test plans to be 6 months after kick-off
included in the reconfiguration proposal meeting
Suitability assessment report for inclusion in the 6 months after kick-off
reconfiguration proposal meeting
Vendor Labor Table
5.0 Project Management
5.1 Project Support
The Motorola Project Manager will oversee the project plan for the rebanding
effort to ensure a smooth execution of all deliverables and that the requirements
of Maricopa County are fully met. The Project Manager will participate in all
Motorola Proprietary and Confullintial
Design, agency technical not directly and pricing associated information with the addressee contained without in this offering the express is considered written consent proprietary of Motorola and may Solutions, not be shared Inc., with arils any desIgriesa. person or
Page 18 of 34 03/13/14

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
major activities associated with the reconfiguration planning activities described
in this Statement of Work.
The Project Manager will coordinate with Maricopa County, Motorola's MSS
(Motorola Service Station) and any subcontractor or other third-party organization
participating in this work; to keep this effort within the agreed upon schedule.
Activities such as project meetings, obtaining and evaluating subcontractor
quotes, monitoring subcontractor and project team performance will be performed
by the Motorola Project Manager.
Fixed Project Support is the project management activities that are inherently
required in all Rebanding projects regardless of the size or complexity, of a
system. Examples are; project administration, quality meetings, and customer
meetings outside of process management. These costs are determined by system
technology and Motorola's requirements for customer satisfaction.
Variable Project Support are project management activities related to process
management and have has been scaled according to size and complexity of your
unique system's Rebanding project requirements. Examples are; overseeing
subcontractor activities, regular project update meetings, and schedule
maintenance.
The Fixed and Variable Project Support quoted within this proposal should be
added together to calculate the costs referred to as Planning Support in the TA's
Request for Planning Funding form.
5.2 Negotiations Support
Where needed, Motorola will review the details of the rebanding plan and assist
with clarifications which may be required from Nextel or the Transition
Administrator.
Project Management deliverables include:
FM: V7 a-V r: r oiFJ_ '''77.4"4"46L/3411"1V4W jgll_ • -
Execute Project Plan At the end of the project schedule
Vendor Labor Table
Motorola Proprietary and Con5dential
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 Solutions, Inc., or Its designees.
Page 19 of 34 03/13/14

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
Support J Motorola
Variable Project
Support 193.00 $190.00 36,670.00 Motorola
Negotiations
Support 18.00 $190.00 3420.00 Motorola
. , ,,coi.A..,,.. • -. rkt. .7%,.. ''''' ' tgr;:er-Iii;.;1' ..1:. . 4.,:, ',Oil- . .;:-
.A.I.,:i-5I11Mit' . -A. " -7jI . .4: .. !: rk ---:; ,-...
6.0 Other
Deliverables listed below are related to special considerations and / or related sub-
systems impacted by the reconfiguration of the licensee's system.
Other deliverables include:
Z10,4-54iN•::11,-.„7
Additional labor time to meet customer request for 6 months after kick-off
extension from 4.6 to 6 months. meeting
Vendor Labor Table
W.N•Wit4 pt;
Other (explain)
Additional labor
time to meet
customer
request for
extension from
4.6 to 6 months
Motorola Pxoprialexy and Confidential
Design, technical and lotting information contained in this orering 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 Solutions, Inc., or its designees.
Page 20 of 34 03/13/14

Motorola 800 'MHz Rebanding Project
Maricopa County AZ Statement of Work
7.0 Maricopa County Scheduling and Access Requirements
In the event Maricopa. County operates on a 24-hour, 7-day per week basis, then
diligent coordination to gain access to radio equipment will be required. It is
understood that the effort required to prepare the inventory and design may occur
on different shifts and/or times during the week, other than a normal 800 AM to
5:00 PM business day. Weekend work may also be a component of this effort.
Working with Maricopa County to ensure optimum cooperation will be essential
to effectively and efficiently execute the rebanding project.
Maricopa County must provide reasonable access to all remote site locations
where fixed station equipment is located. Any escort-required locations must be
coordinated in advance by Maricopa County to facilitate access to restricted areas.
Any required identification cards must be provided by Maricopa County to
rebanding personnel as needed to work in any area in which an authorized ID card
is required.
If requested by Licensee prior to the Kick-Off Date or forty-five (45) days from
the Effective Date, whichever is later. Motorola will provide the names and
driver's license numbers of its personnel (and its subcontractors' personnel) who
will need access to Licensee's sites so that Licensee may conduct at its expense a
background security check consistent with Licensee's normal procedures, policies
and requirements for vendor site access. Licensee will conduct the background
security checks in a time frame that does not cause delay in the Project Schedule.
If Licensee advises Mothrola that any of its or its subcontractors' workers has not
passed the background security check and Motorola or its subcontractors must re-
assign a new worker, then the Project Schedule will be extended for any delay
caused by the re-assignment.
8.0 Motorola Engineering & Technical Services
Throughout the effort required to correctly assess the system requirements for
rebanding, Motorola will support the requirements employing the experience of
its field and systems engineering resources. In addition, many of Motorola's
product organizations and upgrade operations team will support the project with
specific knowledge on products and procedures to ensure the success of the
project
Motorola Proprietary and Confidential
Design, technical and pricing inform:dm 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 mitten consent of Motorola Solutions. Inc., or Its designees.
Page 21 0134 03/13/14

Motorola 800 MHz Rebanding Project
MarIcopa County AZ Statement of Work
9.0 Local Service Support
Motorola will utilize its authorized service center network and/or approved third
party contractors to assist in Preparation of Estimate Inventory and evaluation of
fixed infrastructure and other related system equipment.
10.0 Notification and Conditions for Work
Motorola will notify Maricopa County's assigned point of contact a minimum of
five (5) business days prior to starting any work on the system. Motorola will
commence work at the designated location only after Maricopa County has
notified Motorola with instructions to proceed. Whenever possible, prior
notification of at least 24 hours will be given when expected disruptions are to
occur.
11.0 Motorola and Maricona County Responsibilities
Motorola Responsibilities
Motorola will be responsible for the following:
• Providing a designated Project Manager to coordinate all the resources and
work to be performed by Motorola and to be the primary point of contact
for Maricopa County.
• Scheduling project meetings with Maricopa County at the project's start,
execution of the project contract deliverables and to coordinate ensuing
project activities with all Motorola and Maricopa County resources.
• Providing engineering services in designing the agreed upon deliverables
as developed in this proposal.
• Providing Maricopa County with regular schedule and progress updates.
• Motorola will provide a detailed design and transition rebanding plan that
will include:
> FNE Inventory and Requirements
1%. Suitability Assessment Results
• Sample Templates
> Cutover Plan
> Finalized Equipment List
> Scope of Work
9 Frequency Analysis
9 Detailed Design Review
Motorola Proprietary and Confidential
Design, technical and pridng 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 =prose written consent of Motorola Solutions, Inc., or its designees.
Page 22 of 34 03/13114

Motorola 800 MHz Rebanding Project
rvtaricopa County AZ Statement of Work
> Detailed Implementation Schedules
> Detailed Execution Plan
> Detailed Fallback Plan
Maricoua County Responsibilities
Maricopa County will be responsible for the following:
• Provide a signatory who has authority to sign all appropriate project
documents required for this project and any other agreements required.
a Upon receipt, provide Motorola with a full copy of the Transition
Administrators Frequency Proposal Report (FPR) for the affected licenses.
• Participate with Motorola and its subcontractors in any potential required
meetings with 'landlords, public agencies, and government agencies to
provide site access for the purpose of assessing the equipment located at
that site.
• Maricopa. County will provide site access to their sites for Motorola
personnel and Motorola's subcontractors for the purpose of assessing the
equipment located at that site.
• Maricopa County shall not unreasonably delay the execution of work by
Motorola and will extend the timeline of the project when delays caused
by Maricopa County are experienced.
• Maricopa County may be required to provide vehicles and personnel
during the inventory process.
• Maricopa County shall identify any outstanding Motorola deliverables and
formally request their completion through the mutual development of a
project punch list.
• Maricopa County shall execute an acceptance certificate upon completion
of all contractual deliverables.
• Maricopa County will be responsible for providing an adequate quantity of
subscriber units per day until the inventory process is completed.
• Provide adequate shelter, space, heat, light and power at the customer
facilities listed above to perform the subscriber inventory.
MotorelaPmprietazy and Confidential
Design, techrdcrd 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 Solutions, Inc., or Its designees.
Page 23 of 34 03113/14

Motorola 800 MHz Rebancling Project
maricopa County AZ Statement of Work
• Before or at the Licensee/Motorola kick-off meeting and prior to any
reconfiguration work being performed, Licensee shall confirm the
following:
a) All rebanding impacted radio transmitters are licensed properly on
their new rebanding frequencies and Licensee has received their new
FCC licensee
b) Receipt of a separate Nextel's letter (sent to Licensee via FedBx)
pertaining to authorization of Licensee specific replacement
frequencies cleared for use
• Licensee's project manager will advise Motorola if any scheduled
reconfiguration work to be performed by Motorola or its subcontractors is
likely to cause a major interruption or disruption to Licensee's normal
public safety communications and, if so, the Parties will negotiate a
Change Order to reschedule the reconfiguration work to minimize the
interruption or disruption. Licensee's project manager will also advise
Motorola if any critical or emergency public safety activities are nederway
and, if so, the scheduled reconfiguration work will be delayed until
Licensee's project manager advises Motorola that it is safe to proceed. In
either situation, Motorola will be entitled to a Change Order to extend the
Project Schedule and an increase in the Contract Price if the situation has a
material impact on Motorola's costs.
12.0 Risks
Motorola is committed to mitigating all known risks and will engage M.aricopa
County whenever situations are identified in which a risk situation presents itself.
A decision will be jointly made between Motorola and Maricopa County to
consider the options and establish a mutually agreeable solution.
With projects of this magnitude there are risks associated with the reconfiguration
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 taken off line to have board or software versions read and confirmed that
failures may occur when re-initializing the unit. Motorola will use reasonable
commercial efforts to rectify promptly any such failure. In some cases adequate
• spares may not be available and could lead to a prolonged outage of equipment
while obtaining replacement parts. If the system in question is currently under a
full on-site and repair service agreement with Motorola, any resolution to correct
the failure will be covered under the agreement. lithe equipment involved is not
covered under a Motorola Service Agreement, resolution may require
Motorola Proprietary and Catsfidential
Design, technical and pricing information contained M this offering Is considered proprietary and may not be shared with any person or
agency not directly associated with the addressee Withoutthe express written consent of Motorola Soludons, Ina, or designees.
Page 24 of 34 03/13/14

Motorola 800 MHz Rebanding Project
Maticopa County AZ Statement of Work
reimbursement by Nextel for material and labor to correct the failure and restore
the defective equipment. Such reimbursement will be pursuant to a Change
Order. Motorola will not delay correction of total system failure that eliminates
all radio communication capabilities or a critical failure that diminishes radio
communication capabilities that the Licensee considers would cause a significant
public safety risk while the Change Order is being negotiated and approved by
Nextel.
13.0 Maricopa County Acceptance
Upon submission of Motorola's rebanding plan. to Maricopa County, a certificate
of acceptance document will be provided for customer signature (see reference
document attached). This certificate acknowledges that all the effort necessary in
identifying the detailed requirements and plans to reband Maricopa County
800MHZ system has been completed.
Frequencies and Call Signs
Tx Frog Rx Frog Call Sign CntiNoice Tx Frog Rx Frac! Call Sign Cntl/Voice
_ Thompson Oatrnan
WNIVIZE158,
860.2625 815.2625 KNlH427 CntiNoice 868.8750 823.8750 KNNN306 CntiNoice
859.2625 8142625 ontwoice 866.8125 821.8125 " Cnti/VOice
860.9625 815.9625 " Voice 866.7375 821.7375 ." Voice
860.7625 815.7625 „ Voice 866.2625 821.2625 „ Voice
860.2375 8152375 " voice 866.0125 821.0125 . Cony
859.7625 814.7625 „ Voice Yarnell
866.1375 821.1375 . voice 868.8125 823.8125 KNNN306 Cnti/Voloe
851.3375 806.3375 ° Voice 866.7625 821.7625 ,. Cntl/Voice
866.1875 821.1876 . Voice 866.6125 821,6125 Voice
857.2625 812.2625 • voice 866.2375 821.2375 " Voice
854.5875 809.5875 * Voice 866.0125 821.0125 . Cony
854.3375 809.3375 ' Voice Gillen
853,7625 808.7625 . Voice 858.7625 813.7625 WQDE614 Cntl/Voice
853.5625 808.5625 „ Voice 857.7625 812.7625 ^ Cntl/Voice
854.9625 809.9625 " Voice 866.4500 821.4500 ' Voice
8527125 807.7125 • Voice 866.2125 8212125 • Voice
886.0125 821.0125 • Cony 866.0625 821.0625 " Voice
White Tanks BroncoButte
868,9375 823.9375 KNNN306 CM/Voice 868.8750 823.8750 KNNN300 CnI/Voice
868.9125 823.9125 . cntwoce 866.8125 821.8125 ^ Cnfl/Voice
868.7875 823.7875 " voice 886.2625 821.2625 . Voice
866.2750 821.2750 • voice 866.0750 821.0750 . Voice
866.8625 821.8625 Voice Mt Oro
Motorola Proprietazy and Confidential
Design, technical and pricing Information contained in this offering is mnsidered proprietary and may not be shared with any person or
agency not directly asscOated with the addressee without the express written consent of Motorola soiudons, Inc.. or its desig nem.
Page 25 of 34 03/13114

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
866.8375 821.8375 ' Voice 868.9000 823.9000 KNNN306 CntiVoice
866.7125 821.7125 " Voice 868.8375 823.8375 ' Grt/Voice
866.6875 821.6875 ' Voice 866.2250 821.2250 ' Voice
866.5625 821.5625 " voice 866.8250 821.8250 " Voice
866.4375 821.4375 ' voice 866.7000 821.7000 * voice
866.3625 821.3626 " Voice Smith Peak
866,2875 821,2876 Voice 868.8750 823.8750 KNNN305 CntiNoice
866.0125 821.0125 C Cony 866.8125 821.8125 - Cod/Voice
866.2625 821.2625 " Voice
Chandler Towers
868.7750 823,7750 KNNN305 Cnti/Voice 868.8875 823.8875 KNN14305 CntiNoice
666.6750 821.6750 CntINoice 866.8000 821.8000 CntWoice
866.6000 821.6000 .. Voice 866.6500 821.6500 " Voice
866.2500 821.2500 11 VOICe 866.5875 821.5875 " Voice
866.1500 821.1500 " voice 866.3375 821.3375 * Voice
Humbolt Durango
868.8626 823.8625 KNNN305 Cntl/Voice 868.8750 823.8750 KNNINI305 Cntl/Voice
866.7875 821.7875 * Cntl/Voice 868.8500 823.8500 * voice
866.6376 821.6375 ' voice 866.8125 821.8126 * ' CntliVoice
866.3500 821.3500 * vote 866,7375 821.7376 " Voice
866.2000 821.2000 voice 866.6625 821.6625 C Voice
CentratCourt 866.2625 821.2625 ., Voice
KNNN306,
668.8250 823.8250 KNIH427 cotwoice 852.9375 807.9375 " Voice
866.7750 821.7750 . CntiNolce 866.5750 821.5750 " Voice
857.8825 812.8625 " Voice Scottsdale
866.3250 821 .3250 " voice 868.7625 823.7625 VVNM,Z658 CrillNoice
866.1750 821.1750 " voice 866.8500 821.8500 C CnI1Nolce
866.1250 821.1250 ^ Voice 866.6250 821.6250 , Voice
858.2625 813.2625 C Voice 866.3125 821.3125 C voice
857.2375 812.2375 ° Voice 866.1625 821,1625 • Voice
SE Center New
868.9500 823.9500 KNNN130.5 CM/Voice 866.0125 821.0125 WQJS304
868.9250 823.9250 " cotwoice 866.0750 821.0750 .
868.8000 823.8000 " voice 866.1375 821.1376
866.7500 821.7500 voice 866.1875 821.1875 °
866.7250 821.7250 ° voice 866.2375 821.2375 °
• 866.2750 821.2750
866.5750 821.5750
System Description
Motorola Proprietary and Confidential
Design, technical and pricing information contained In this offering Is considered proprietary and may not be shared with any person or,
agency not directly associated with the addressee without the express wnIten consent of Motorola Solutions, Inc., or its designees.
Page 26 of 34 03113114

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
Type of Technology Smartzone
Number of Sites impacted by Rehanding . 15
Total Quantity of Stations 110
Number of Control Channels impacted by Rebancling 30
Number of Pailsoft Channels impacted by Rebanding 98
Number of subscriber units on impacted Failsoft Channels 9578
What is the transmitter combining scheme To be determined
Number of mobile units used for day-to-day communications 2683
covered by this RFPF (used to calculate per unit cost); including
control stations, data devices and SCADA units
Number of portable units used for day-to-day communications 6895
covered by this RFPF
Number of channels covered by this RFPF (exclude channels not 98
to be reconfigured)
Number of sites to be inventoried under this RFPF 15
' Number of entities using the 800 MHz system being reconfigured 16
Motorola Proprietary and Confidential
Design. technical and pdting information contained in this offering Ls considered proprietary and may not be shared with any person or
agency not directly associated eAth the addressee without the express written consent of Motorola Solutions, Inc.. or its designees.
Page 27 of 34 03113/14

Motorola BOO MHz Rebanding Project
IVIaricopa County AZ Statement of Work
Subsystem Descriptions
MOSCAD Fire Alerting / Waste Water Management / Other 0
applications
Quantity of radio linked MOSCAD RTUs and Centrals 0
Underground sub system networks (Beyond the scope of normal 2
BDA applications such as mines, railway systems, emergency
communications facilkies)
Other 1
Interoperability Descriptions
Adjacent jurisdictions / other licensees with interoperable agreements with this
system owner. Quantities of radios in use on the adjacent system impacted by the
change of frequencies on this system
Other Customer Cntl '
Name Mobiles Portables Ste Total
PhoenbeTempe PD (1) 6 640 3 649
Glendale PD 2 569 0 571
Chandler PD (*2) Unknown unknown unknown
Tolleson PD unknown unknown unknown
Goodyear PD 2 529 0 531
Mummy Mtn. 386 529 0 915
Total 396 2267 3 2666
Notes:
*1 City of Scottsdale PD currently on Maricopa County SmartZ,one also has system keys
For Phoenix and Glendale; JD's unlmown.
*2 Chandler individual ID's unknown,
(Maricopa County has provided them 500 to use on County's SmartZone system.)
Maricopa County requests to have multi-system interoperable areas rebanded as one effort along
with all units on the County's Smargone system. The goal is to avoid, if possible, multiple
reprogramming efforts.
Maricopa County Sheriff's Posse includes 174 mobile/portable radios on the County's SmartZone
system. These radios (of various makes and models) are dispatched by the Sheriff's Office and are
to be included in County rebanding efforts.
Motorola Proprietary and Confidential
Design, technical and pricing information contained It this offering is considered proodetary end may not be shared with any person or
agency not directly associated with the addresses without the express written consent of Motorola Sotutions. inc., or its designees.
Page 28 of 34 03/13/14

Motorola 800 MHz Rebanding Project
maricopa County AZ Statement of Work
Madcap. County's SmartZone system operates in a dynamic envirenment whereby subscribers,
dispatch centers, and agencies reposition their configurations to comply with Public Safety and
general government requirements. Interoperability, site configurations, and inventory may change
between early planning and actual rebanding implementation.
Other non-licensee users on the system dik subscriber quantities
Mobile Portable Cnti Sta
AZ Dept. of Emergency Management 3
Central Arizona Project 2
.__ of Chandler PO 129 331 14
Dept of Justice interop Radios 61
AZ Public Service Co. (Palo Verde) 1
Town of Paradise Valley PD 28 36 8
Rural Metro (Southwest Ambulance) 1
Motorola 6
Dept. of Public Safety 1 23
Fort McDowell Yevapai Nation 1
KPNX Channel 12 1
City of Mesa PD 16
System Inventory
This is a customer provide4 non-audited, inventory estimate for purposes of quoting.
Total number of IR Tx/Rx sites in the system 15
Total number of Simulcast Tx/Rx sites in the system 0
Total number of Rx sites in the system 0
Motorolahopristary and Confidential
Design, technical and pricing information contained in this offering is considered proprietary and may not be shared with any person or
agency not directly associated with the addressee without the express written consent of Motorail! Soisitons, Inc., or its designees.
Page 29 of 34 03113114

Motorola 800 MHz Rebanding Project
Maricopa County AZ Statement of Work
, Total number of IR. Base Stations / Repeaters in System to be rebanded 98
Total number of Simulcast Base Stations ! Repeaters in System to be rebanded o
Total number of conventional Base Stations / Repeaters in System to be rebanded 15
Total Number of Rx only stations in System to be 'abraded o
Total number of Transmit Combiners in System 15
Number of Antennas that need replaced 42
Number of NM clients in the system 3
Number of Zones in the system 1
Number of master sites 1
Number of controllers in System 1
Total number of -a Combiner Post filters to be replaced 0
Number of CEBs in the system 7
Total number of local operator positions in the system 1
Total number of remote operator positions in the system 41
Total number of dispatch centers - 6
_ Number of control stations (Includes MOS CAD RUT and Central radios) 163
Number of mobiles 2683
Number of portables 6895
Number of Interoperability Users - Subscribers o
Total number of Rx Multicouplers in System 15
Total number of BDA's in the system 25
Total number of Pragramming Templates including interoperability agencies 320
Total number of all other stations (not including rebanded stations) on all sites for TM study 300
Motorola Proprietary and Confidential
Design, technical and pricing Information contained in this offering is considered proprietary and may not be shared with any person or
agency not dire,* associated with the addressee without the express written consent of Motorola Soltdions, Inc, or Its designees.
Page 30 of 34 03/13f14

Motorola 800 MHz Rebanding Project
Maricopet County Consent Form
Consent to Release Information
By Rebanding Licensee
Maricopa County ("Licensee") is in the process of reconfiguring its 800 MHz
communications system as required by the FCC pursuant to its August 6, 2004, Report
and Order FCC 04-168, and related supplemental orders- In furtherance of Licensee's
reconfiguration activities, it has received infonnation from (or shared information with)
Motorola, Inc., Nextel, and the Transition Administrator. To promote efficiencies in
completing Licensee's reconfiguration process, Motorola, Nextel and/or the Transition
Administrator may need to communicate with each other. Therefore, Licensee hereby
consents to Motorola, Nextel and/or the Transition Administrator communicating in
writing directly with each other about Motorola's proposed or actual involvement in
reconfiguring Licensee's system, provided that Licensee receives a copy of each
communication. By way of example, this consent would apply to questions from Nextel
or the Transition Administrator about reconfiguring Licensee's system, and Motorola's
answers to the questions.
By:
Title:
Date:
MotorolaProprietuy and Confidential
Design. agency technical not directly and associated pricing information with the addressee contained in without this offering the express Is considered written consent proprietary of Motorola and may Solutions, not be shared Inc., with or Its any designees, person or
Page 31 of 34 03113114

Motorola 800 MHz Rebanding Project
Maricopa County Acceptance Certificate
CERTIFICATE OF COMPLETION FOR PLANNING FUNDING WORK
Licensee Name:
Deal Number:
Maricopa County agrees that all items detailed in the Scope of Work for Preparation of
Estimate for Planning Funding have been completed and the quote to perform has been
received by Licensee Representative below.
Licensee Representative:
Signature:
Print Name:
Title:
Date:
Motorola Representative:
Signature:
Print Name:
Title:
Date:
El This signed certificate authorizes Motorola to bill for the value of the milestone
payment as detailed in the Planning Funding Agreement, and it indicates the Licensee's
agreement to forward acknowledgement to Nextel upon receipt and verification of
invoice.
/
MOtorola Proprietary and Confidential
Design, technical end pricing triformalion contained In this offering is considered proprietary and may not be shared with any person or
agency tot directly associated with the addressee without the express written consent of Motorola Solutions, Inc., or its designees.
Page 32 of 34 03113114

Motorola 800 MHz Rebanding Project
Exhibit A-2
I. Executive Overview
A. Solution Overview
The mixing of two or more frequencies together at a specific radio site generates
Intermodulation (IM) products. Under the worst conditions, the reception of the desired
on-channel frequency can be suppressed by the FM capture effect of stronger undesired
IM products. If the intensity of the IM product is lower than that of the desired signal it can
still cause audible interference during periods in which the affected channel is not in use.
An Intermodulation (IM) Interference analysis can be useful to provide a new site design
with optimum protection against frequency interference that could degrade the
performance of the radio communications system. IM analysis for an existing system can
provide helpful insight to troubleshooting the frequency combinations (IM products) at a
site that might be causing existing interference problems. An IM analysis will provide
compatibility confirmation for the addition or change of frequencies at established sites_
Motorola's IntermodulatIon Analysis can help detect IM interference products by
analyzing the root frequencies that can mix to cause these interference products. With
this information, customers, with Motorola's help, can design or modify radio sites with
minimized 1M interference impact to the customer's communications system and aid in
determining the root causes of existing interference.
Motorola uses internally developed software tools such as Hydra' and Intermoe n
specifically designed to compute possible interrnodulation products that could affect the
customer's radio sites.
B. Customer Usage and Benefits
Customers who are experiencing interference on their radio communications system
should utilize this service to troubleshoot and identify the possible some of
Intermodulation interference.
Customers who are modifying their radio communications system should utilize this
service to confirm new frequency compatibility with their existing frequencies and to
identify any potential Intermodulation interference. This information can be used to create
a plan to retrofit the existing system in order to minimize future interference to the
communications system.
IL Solution Description
A. Scope
Interrnodulation interference products are always present where two or more co-located
transmitters are operating simultaneously. Managing the power levels of the IM signals
developed through proper system design will determine whether they cause ham -iful
interference to communications.
The IM analysis is simply one of the methods used to guide proper design and must be
Motorola Propriebny and Confidential
Design, technical and pricing Information contained In this offering is considered proprietary and may not be shared with any parson or
agency not directly associated with the addressee without the express written consent of Motorola Solutions, Inc., or b designees.
Page 33 Of 34 03/13t14

Motorola 800 MHz Rebanding Project
Exhibit A-2
used by a trained technical person competent in understanding its meaning and
limitations. The appearance of an IM product in the analysis does not mean such a
product will cause harmful interference, or indeed even be present. It simply indicates
the mathematical possibility of a product being produced.
B. Responsibilities
1. Customer Inputs
The customer will supply Motorola with the frequency and antenna. infrastructure
inputs required to perform the IM analysis and will include:
• Transmitter frequencies at site
• Receiver frequencies at site
• Receiver bandwidth (if known, or receiver type)
• Antenna isolation (distance between RX and TX antennas)
In the case of a new system design, the antenna infrastructure inputs will be provided
by the Motorola design engineer. However, frequency data will remain the customer's
responsibility.
2. Motorola Deliverables
Motorola will provide an Analysis Report covering the following items:
• Transmitter and receiver frequencies used in the analysis
• Parameters used in the analysis (i.e. nth level of order tested & frequency range
used)
• Problem (flagged) frequencies
• Written explanation of any potential issues
• Recommendations
C. Considerations
The Intemiodulation Interference (IM) analysis provided by Motorola will result from
information available at the time of the initial customer input. The accuracy of any 1M
prediction or interference projection is therefore limited to the completeness of the
frequency input data we receive. Subsequently, the resultant report shall be valid
only as long as the conditions profiled by the IM analysis remain unchanged.
Additionally, all IM analysis results are restricted to the frequencies analyzed. Any
preexisting interference issues experienced before rebanding may continue to exist
and be considered outside the scope of the analysis performed. The analysis will be
limited to the contracted site only.
Motocola Proprietary and Confidential
Design, technical and pricing information contained in this offering Is considered proprietary and may not be shared with any person or
agency not directly associated with the addressee without the express written consent of Motorola Solutions, Inc., or its designees.
Page 34 of 34 03113114