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HomeMy WebLinkAbout2009-015 - Motorola CameraBILL NO. 2009-15 ORDINANCE NO. 2009 -15 AN ORDINANCE AUTHORIZING THE MAYOR TO EXECUTE AN AGREEMENT WITH MOTOROLA, INC. FOR PURCHASE OF A WIRELESS CAMERA SYSTEM FOR E. H. YOUNG RIVERFRONT PARK AND RENNER BRENNERPARK WHEREAS, the City of Riverside, Missouri ( "City") has received a proposal and engaged in negotiations with Motorola, Inc. ( "Motorola ") for provision of a wireless camera system for E. H. Young Riverfront Park and Renner Brenner Park (the "Equipment "); and WHEREAS, the City and Motorola have reached an agreement concerning the provision of and payment for such Equipment. NOW, THEREFORE, be it ordained by the Board of Aldermen of the City of Riverside, Missouri, as follows: Section 1 . This Ordinance is intended and is hereby determined and declared to be necessary to accomplish and serve the public purpose of improving public safety and protecting property in E. H. Young Riverfront Park and Renner Brenner Park. Section 2. The Board of Aldermen finds that Motorola is the only company capable of providing the Equipment and associated professional services, and the purchase is in the best interests of the City. Section 3 . The City of Riverside shall enter into an agreement whereby Motorola shall provide the Equipment as described in Exhibit A attached hereto to the City at a total cost of $204,600.05 (the "Agreement "). Section 4 . The execution and delivery of the Agreement, in substantially the form attached hereto as Exhibit B, is approved, and the Mayor is authorized to execute the Agreement and to take such other actions reasonably necessary to carry out the intent of this Ordinance on behalf of the City, the execution of the Agreement being conclusive evidence of such approval. Section 5. The Mayor, the City Administrator, the City Attorney and other appropriate City officials are hereby authorized to take any and all actions as may be deemed necessary or convenient to carry out and comply with the intent of this Ordinance and to execute and deliver for and on behalf of the City all certificates, instruments, agreements and other documents, as may be necessary or convenient to perform all matters herein authorized. . 4-- Section 6 . This Ordinance shall be in full force and effect from and after its passage and approval. Passed this 5d day o 4 O1 Mayor Kathleen L. Rose n� H /) Wireless Camera System For EH Young Riverfront Park and Renner Brenner Parks Date: January 27, 2009 Data Restrictions This proposal is considered Motorola confidential and restricted. The proposal is submitted with the restriction that it is to be used for evaluation purposes only, and is not to be disclosed publicly or in any manner to anyone other than those employed by Jasper County, Indiana required to evaluate this proposal without the express permission of Motorola. MOTOROLA and the Stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners. © Motorola, Inc. 2008 Motorola, Inc. 1301 E. Algonquin Road, Schaumburg, IL 60196 MOrOROLA Wireless Camera System For EH Young Riverfront Park and Renner Brenner Parks Date: January 27, 2009 Data Restrictions This proposal is considered Motorola confidential and restricted. The proposal is submitted with the restriction that it is to be used for evaluation purposes only, and is not to be disclosed publicly or in any manner to anyone other than those employed by Jasper County, Indiana required to evaluate this proposal without the express permission of Motorola. MOTOROLA and the Stylized M Logo are registered in the U.S. Patent & Trademark Office. All other product or service names are the property of their respective owners. © Motorola, Inc. 2008 Motorola, Inc. 1301 E. Algonquin Road, Schaumburg, IL 60196 Executive Summary Understanding the Challenges... From creating the first police car radio in 1930, to being the first to deliver Internet Protocol (IP) technology on a digital trunking radio system in 2001, Motorola is leading the way in high performance wireless communication systems. It is this history and experience that provides Motorola with the knowledge to understand the needs faced by Riverside Public Safety and to propose a solution to meet these needs. Riverside Public Safety has a need to monitor two public recreational parks within the city of Riverside in order to maintain a safe environment for citizens to enjoy these public facilities As a trusted solution provider for many cities and counties, Motorola has helped our customers provide safe and welcoming communities. Our proven commitment to the public safety industry over the last 70 years, combined with our vision to remain a leading developer of state of the art information and communication technologies, help ensure that the system Motorola has designed for Riverside Public Safety will meet its current needs and will be able to grow and adapt to meet the agencies future communication needs. Providing the Solution... To meet the needs of Riverside Public Safety, Motorola proposes a new camera system as described below. ♦ Eleven (11) Cameras at EH Young Riverfront Park o Three (3) Cameras at Renner Brenner Park ♦ A mix of Point to Point and Canopy backhaul for both parks ♦ Installation and integration services Benefiting from Motorola's Experience... As we enter a new era of information and communication needs, Motorola is addressing critical demands by providing public safety customers with innovative solutions that include software, hardware, and services to improve operational performance. Our customers gain the benefit of our experience in many ways, such as: o Peace of Mind - For over 70 years, Motorola has been a busted source for mission - critical public safety communications systems and is a leading provider Motorola, Inc., 1301 E. Algonquin Rd. Schaumburg, IL 60196 of two -way radio products, systems and services as well as large integrated communication and information technology systems for business and government applications. ♦ Presence - Motorola's sales force, combined with an extensive dealer and service center network, provides Motorola with over 7,000 points -of- presence worldwide, with solutions that cover a variety of commercial, government, and industrial communication needs. e Innovative Solutions - Motorola provides more than just enabling technology. Motorola works with customers from concept to installation while continuously upgrading solutions to bring rapid mobile intelligence to customer operations. Motorola is committed to helping customers navigate the rapidly changing landscape to make their organizations the best that they can be, now and in the future. e Established Resources and Processes - From our Customer Center for Solutions Integration (CCSi) and System Support Center (SSC), to our processes for site readiness, testing, and problem escalation, Motorola has made investments in facilities, people, and services to support project implementation and maintenance. Quality - Dedication to quality is a way of life at Motorola. The company's ongoing process of continuous improvement reaches out for change, refinement, and even revolution in pursuit of quality excellence as recognized through the Malcolm Baldrige Award in manufacturing for CGISS. Motorola was a recipient of the Baldrige Award in the award's inaugural year of 1988 and was again honored in November of 2002 by President George W. Bush and Commerce Secretary Don Evans. The Baldrige Award is the United State's premier award for performance excellence and quality achievement. Earning the Malcolm Baldrige National Quality Award acknowledges Motorola's CGISS' (Commercial, Government, and Industrial Solutions Sector) dedication to rigorous quality related processes and improvements over time. Motorola has been, and continues to be, the leading manufacturer and supplier of communications equipment and systems, both domestically and worldwide. Committing to Your Success... As a trusted solution provider for numerous cities and counties in a public safety role for many years, Motorola is prepared to assist Riverside Public Safety with its current communication dispatch needs. Supported by a Motorola implementation team dedicated to the success of the project and Motorola's responsive local services, Riverside Public Safety can be assured of the timely implementation of its system. Motorola is committed to your success by: e Delivering total, integrated communications solutions that empower your organization. Motorola, Inc., 1301 E. Algonquin Rd. Schaumburg, IL 60196 Drawing on experience, skills, and an extensive portfolio of technologies, services, and capabilities to complete your project. Meeting our commitments so that you can be confident we will provide the right solution for your organization. Your community is depending on your ability to get the right information to the right people, in the right place, at the right time. Motorola is committed to working with your team to make that happen. Motorola looks forward to continuing our relationship with Riverside Public Safety and continuing to be a positive presence in the community for generations to come. Motorola, Inc., 1301 E. Algonquin Rd. Schaumburg, 1160196 Motorola is proposing to �he City of Riverside Public Safety the installation and configuration of the following equipment at the specified locations. I .11111 Y i I SYSTEM DESCRIPTION 1/27/09 It is our understanding that the City of Riverside would like to add a camera system to the E.H. Young Riverfront Park and also to the Renner Brenner Site Park. Motorola, along with Commenco, has had many conversations with Riverside in addition to conducting several site visits to understand the entire scope of the project that the City of Riverside would like to accomplish. Listed below is a brief description of the types of equipment that will be used, along with their "acronym ", which will be used throughout this section and subsequent sections when describing placement of equipment. PTP400 — Point -To -Point Backhaul; PTP600 — Point -To -Point Backhaul: AP — Canopy Access Point SM — Subscriber Module MWR —Mesh Wireless Router Sony Camera - Sony IPELA Camera (MPEG4 Capable PTZ — Pan / Tilt / Zoom Contained within this Section are system diagrams for your reference. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project January 27, 2009 2 -1 Below is a breakout of the two park areas: E.H. Young Riverfront Park We have proposed to install a total of eleven (11) cameras at this park using a combination of Motorola Canopy and Sony Pan/Tilt Zoom type of cameras that will ultimately backhaul to the top of the Argosy Casio. Due to the actual "line -of- site ", and trees (and planning on future growth of the trees), this system includes two (2) backhauls going to the Argosy Casino. These two backhauls will feed into a third backhaul, which will wirelessly transmit the video data back to the Police Department. Multiple SMs will connect wirelessly to a Canopy Advantage AP which is capable of achieve a maximum throughput of 21 Mbps. Each Duo device is capable of up to approximately 14 Mbps throughput on the 802.11g radio at one hop, and up to approximately 15 Mbps throughput on the 802.11a (inter- meshing) radio. The PTP54600 Lite is capable of up to 150 Mbps aggregate throughput. This is software upgradeable to a PTP54600 Full, which can reach up to 300 Mpbs aggregate throughput. The PTP54400 Full is capable of up to 43 Mbps aggregate throughput. Renner Brenner Site Park At this park, we have proposed to install a total of three (3).cameras at this park using Sony PTZ cameras connected to MOTOMESH Duo wireless devices that will backhaul/transmit to an Access Point located at the Police Department. Two new poles would be required for the equipment to be mounted onto. Actual placement is on the enclosed diagram Argosy Casino Located on the rooftop at the Argosy Casino will be a total of three (3) PTP Backhaul units. One will be located at the Northeast corner, one at the Southwest corner. These two PTP400 backhauls will be pointed to the E.H. Young Park area. These same two PTP400 units will be connected to a third PTP600 backhaul will be located at the Northwest Corner of the building and will be pointed at the Police Department. These will be mounted on non - penetrating roof mount antenna/support structures. Also mounted to one of the non - penetrating roof mounts (below roof line) will be an 18" x 16" x 8" 120 VAC weatherproof enclosure for a fan and heat control. This is where the primary power and interfaces will be made for the three PTP links. The City of Riverside will be responsible for coordinating electrical power on the roof for these units. Riverside Public Safety Motorola Confidential Restricted Parks Camera Project Use or disclosure of this proposal is + } Exhibit B. Technical and Implementation Documents subject to the restrictions on the title page �.- January 27, 2009 2_P Police Department Located on the rooftop of the Police Department will be one (1) PTP600 Backhaul unit pointed towards the Argosy Casino rooftop to make the actual link between the E.H. Young Park and the Police Department. This will be mounted on non - penetrating roof mount antenna/support structures. An Access Point will be mounted on the South side (right at the roof line) to make the connection to the Mesh Cameras at Renner Brenner Site Park. The City of Riverside will be responsible for coordinating electrical power on the roof for these units. Camera Application Software & Digital Video Recorder This proposal is based upon the City of Riverside providing both the Camera Application Software (Video Edge) and the Digital Video Recorder. It has been confirmed by both the City of Riverside and Motorola, that the Video Edge Camera Application Software will support the Sony RX550 PTZ cameras being used in this project. During installation of the camera and wireless equipment, Motorola will install and test the equipment bringing it to a "demarcation point" in the radio equipment room located next to the Dispatch Center. We would like to advise, that once this system goes beyond 10 Duo devices it is recommended that an additional piece of software is used for Management of the network devices. Currently MeshManager is the management program used for this and will only manage the MOTOMESH Duo devices on the network. A new applications named "One Point" will be available at a future date. The first release of this new product will be able to manage the MOTOMESH Duo, and some of the Canopy device functionality. SUMMARY The system, as designed herein, will allow the City of Riverside to monitor activities in these parks. In addition, the way the system is designed, it will allow: - An Officer (or other authorized individual) to access these cameras or the internet/City's system to file reports, etc. This is accomplished using the MOTOMESH Duo 802.1 lb /g radios to access the network. - It will allow the Public to view /watch a baseball game (providing the City sets up their system to allow this). As this is a wireless system, you are gaining access to areas in which you would normally have to install TI phone lines with initial install costs and monthly recurring costs, etc. When you purchase the type of system offered herein, you are the owner of the equipment and you will not have recurring costs other than service /maintenance, which you would also have in a "wired" system. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project Exhibit B. Technical and Implementation Documents May 8 2008 23 1C= LOOKING TO THE FUTURE The Motorola equipment proposed herein can be "flashed" to keep current with upgrades to the equipment. To keep your equipment current with any software releases, etc. after the first year of warranty, the City can purchase these updates and have installed at an additional cost. In addition, this system can be added onto to expand the features, whether it be more cameras, more mesh routes, etc. Once the base system is in place, the options for adding on to this system are almost endless. The Meshing technology allows additional MWRs to be added in areas where they can communicate with an existing IAP. Allowing for easy network expansion. Addiditonal IAPs can be added to the system in any location where a wired backhaul exists. IAPs can also be connected to Canopy SMs that can communicate with Canopy APs in locations where a wired backhaul is not feasible, allowing for further network expansion. Motorola Confidential Restricted Parks Camera Project Use or disclosure of this proposal is Exhibit B. Technical and Implementation Documents subject to the restrictions on the title page January 27, 2009 2 -4 Riverside Public Safety M 21 Exhibit B -2 Statement of Work 1/27/09 F.H. Young Riverfront Park — Please Refer To Diagram For Location plumber Placement Location #1 — Will Have: - AP Cluster - CCM (Cluster Mgmt Module) - MESH Duo - PTP400 Link - 2 Gooseneck Type Brackets to Mount Equipment From. The AP Cluster and CMM will be mounted directly onto the pole. We will utilize a combination of two goosenecks for this equipment. The PTP400 Link will be pointed/directed back to the rooftop of the Argosy Casino. Customer Responsibilities — Location #1 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location #2 — Will Have: - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One SM and one camera on a gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #2 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt ac power circuit. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project Exhibit B. Technical and Implementation Documents May 8, 2008 09 f f — A Location 0 — Will Have: - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One SM and one Camera on a gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #3 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location 44 & 95 — Will Have: - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One SM and one Camera on a gooseneck mount will be mounted on these Square Poles at Locations #4 and #5. Customer Responsibilities — Location #4 and #5 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location 46 — Will Have: - MESH Duo - Gooseneck Mount One MESH Duo and gooseneck mount will be mounted on this type pole. Customer Responsibilities — Location #6 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Riverside Public Safety Parks Camera Project (,� t a Exhibit B. Technical and Implementation Documents r3 January 27, 2009 26 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page HEM= Location #7 — Will Have: - MESH Duo - Sony Camera - Gooseneck Mount One MESH Duo, one Sony Camera and gooseneck mount will be mounted on this type pole. Customer Responsibilities — Location #7 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location 48 — Will Have: - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One SM and one Camera on a gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #8. City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location 99 — Will Have: - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One SM and one Camera on a gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #9. City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project Exhibit B. Technical and Implementation Documents May 8, 2008 �3 3 j 2 -7 Location 00 — Will Have: - MESH Duo - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One MESH Duo, one Subscriber Module, one Sony Camera and gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #10 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location 411 — Will Have: - Subscriber Module (SM) - Sony Camera - Gooseneck Mount One SM and one Camera on a gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #11. City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Riverside Public Safety Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Parks Camera Project Exhibit B. Technical and Implementation Documents of �'�c January 27, 2009 2_g Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Location #12 — Will Have: - Access Point (AP) - Sony Camera - CCM (Cluster Mgmt Module) - PTP400 Link - 2 Gooseneck Type Brackets to Mount Equipment From. The above equipment will be mounted onto a round type of pole (currently does not exist). The AP and CMM will be mounted directly onto the pole. We will utilize two gooseneck mounts; one to mount the actual camera and the other will be used to mount the PTP400 Link. The PTP400 Link will be pointed/directed back to the rooftop of the Argosy Casino. Customer Responsibilities — Location 912 City of Riverside is responsible for providing a Pole that is "round" in shape at least 30' tall. In addition, 24/7 power must be provided. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Location #13 — Will Have: Subscriber Module (SM) Sony Camera Gooseneck Mount One SM and one Camera on a gooseneck mount will be mounted on this pole. Customer Responsibilities — Location #13 City of Riverside is responsible for providing 24/7 power at this pole. The equipment to be mounted on this pole will require one 15 -amp 120 volt AC power circuit. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project Exhibit B. Technical and Implementation Documents May 8, 2008 F � 2 -9 SUMMARY - E.H. Young Riverfront Park In summary, the City of Riverside will be responsible for providing 24/7 power to all thirteen (13) locations to operate the equipment proposed herein. In addition, the City of Riverside will be responsible for providing a pole (preferably round) at Location #12, which is at the end of the walkway, on the West end. Motorola will be responsible for installing and providing any /all mounting brackets for securing the equipment to the poles. A 4x4 lull power lift for this job. As this is a fairly large piece of equipment, we would require that we be able to move /drive this to the Argosy Casino's parking lot (in the back by security) while not being used. It will be the City of Riverside's responsibility to coordinate this with the Argosy Casino. If we are unable to park this at the Argosy dining the installation of this project, we will need to add costs for a semi trailer to come and load and off -load on a daily basis, which will increase the installation price. The video feed from these locations will be fed to a demarcation point at the Police Department. The City of Riverside will be responsible for hardware and software of the video feed from this point. Motorola will fully test the equipment after complete installation of all equipment at the E.H. Young Riverfront Park, the Argosy Casino and the Police Department. Renner Brenner Site Park — Please Refer To Diagram For Location Number Placement Motorola will be installing a total of three (3) Sony Wireless Cameras on three light poles. Currently, only one light pole exists, which is identified as Location #1 below and on the attached diagram. We have indicated on the attached photos the approximate placement of the two new poles (to be provided by the City of Riverside). Each pole will have the "same" equipment mounted/installed. Riverside Public Safety Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Parks Camera Project Exhibit B. Technical Implementation Documents +� and GIN January 27, 2009 2 -10 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page �M These three cameras will connect to the Police Department via an Internet Access Point (IAP) mounted on the side of the station. Location #1— Light Pole At Main Entrance /Parking Lot Will Have: - MESH DUO - Wireless MESH Sony Camera - Gooseneck Mount Internet Access Point (IAP) — Required for Renner Brenner Park. Would be mounted on Pipe Mount on Side Of Police Dept. Location #2 A new pole (minimum of 30 foot) will need to be placed in this area (behind/South of the skateboard ramp). Location #3 The diagram shows the area slightly South and West of the Restroom area. Currently there is a decorative light pole in the area that will need a minimum of a 30' pole, in which a Sony Wireless Camera can be mounted on. Customer Responsibility: The City of Riverside will be responsible for providing 24/7 power to each pole that cameras will be located on. This equipment will require one (1) 15 -amp 120 volt AC power circuit per pole. In addition, the City of Riverside will be responsible for putting in two (2) new poles at Camera #2 and #3 locations on the enclosed system diagram. SUMMARY - Renner Brenner Site Park In summary, the City of Riverside will be responsible for providing 24/7 power to all three (3) locations to operate the equipment proposed herein. In addition, the City of Riverside will be responsible for providing two poles (preferably round) at Location #2 and #3 on the attached diagram. Motorola will be responsible for installing and providing any /all mounting brackets for securing the equipment to the poles. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project Exhibit B. Technical and Implementation Documents May 8 2008 r � 2 -11 A 4x4 lull power lift for this job. As this is a fairly large piece of equipment, we would require that we be able to move /drive this to the Police / Fire Department's parking lot while not being used. If we are unable to park this at the Argosy during the installation of this project, we will need to add costs for a semi trailer to come and load and off -load on a daily basis, which will increase the installation price. The video feed from these locations will be fed to a demarcation point at the Police Department. The City of Riverside will be responsible for hardware and software of the video feed from this point. Motorola will fully test the equipment after complete installation of all equipment at the Renner Brenner Site Park and the Police Department. Argosy Casino Motorola will be installing on the roof, three (3) non - penetrating roof mounts for the three (3) Point -To -Point Antenna Links. These three antennas will need be physically high enough past the roof line to make connection to the two Point -To -Point Link Antennas (PTP400) at E.H. Young Riverfront Park and the third (PTP600) will be directed towards the Police Department. One PTP400 will be located on the Northeast Corner of the building, directed at the park. The other PTP400 will be located at the Southwest end of the building and directed at the park. The PTP600 will be located at the Northeast corner of the building and directed at the Police Department. A weatherproof housing with heater and fan kits will be installed at one of the PTP links. This is where the primary power needs to be brought to. It will be the City of Riverside's responsibility to coordinate with the Argosy Casino, the necessary power on the roof for these PTP links. A cable (CATS) will be provided to run between the PTP links. Customer Responsibilities: Provide 24/7 Power for PTP Links on roof of Argosy Casino. This equipment will require one 15 -amp 120 volt AC power circuit per pole. Provide written permission from the Argosy Casino allowing the equipment to be installed on the rooftop, along with a point of contact and phone number so that we can coordinate access for installation. Riverside Public Safety Motorola Confidential Restricted Parks Camera Project Use or disclosure of this proposal is 7 E' Exhibit B. Technical and Implementation Documents subject to the restrictions on the title page (P January 27, 2009 2 -12 Police Department Motorola will be installing on the roof, one non - penetrating roof mount for one (1) Point -To- Point Antenna Link. This antenna will need be physically high enough past the roof line to make connection to the PTP Link (PTP600) at the Argosy Casino. Customer Responsibility: If not already located on the roof of the Police Department, the City of Riverside will need to provide power and coax entrance point for this equipment. The document delineat the general responsibilities between Motorola and The City of ,Riverside Public Safety as agreed to by contract. 1.1 Motorola Responsibilities Motorola's general responsibilities include the following: a Perform the installation of the Motorola supplied equipment described above. ♦ Schedule the implementation in agreement with The City of Riverside Public Safety . ♦ Coordinate the activities of all Motorola subcontractors under this contract. ♦ Administer safe work procedures for installation. e Provide The City of Riverside Public Safety, with the appropriate system interconnect specifications. 1.2 �he City. of Riverside Public Safety Responsibilities The City of Riverside Public Safely will assume responsibility for the installation and performance of all other equipment and work necessary for comple of this project that is not provided by Motorola. The City of Riverside Public Safety's general responsibilities include the following: e Provide all buildings, equipment shelters, and towers required for system installation ♦ Insure communications sites meet space, grounding, power, and connectivity requirements for the installation of all equipment. ♦ Obtain all licensing, site access, or permitting required to implement the project. Motorola Confidential Restricted Riverside Public Safety Use or disclosure of this proposal is Parks Camera Project subject to the restrictions on the title page Exhibit B. Technical and Implementation Documents May 8 2008 2 -13 [Ac= o Provide required system interconnections not specifically outlined here. These may include dedicated phone circuits or microwave links. o Customer will provide a dedicated delivery point, such as a warehouse, for receipt, inventory and storage of equipment prior to delivery to the site(s). Coordinate the activities of all The City ofRiverside Public Safety, vendors or other contractors. Riverside Public Safety Motorola Confidential Restricted Parks Camera Project Use or disclosure of this proposal is Exhibit B. Technical and Implementation Documents subject to the restrictions on the title page ' January 27, 2009 ' ff ,;,,�' 2 -14 Performance Schedule Equipment Delivery: 30 Days After Receipt Of Order /Contract Equipment Install: 30 Days After Receipt Of All Equipment* *Equipment Install Based Upon The City Of Riverside Having All New Poles And/Or All Modifications To Existing Poles Completed (Including Power At Each) and baring any inclement weather. Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project Exhibit B. Technical and Implementation Documents May 8 2008 y �e�f ��l 2-15 This section lists the equipment necessary for the proposed solution. Exhibit B -3 Equipment List 1/27/09 Equipment List For - A Motorola Eleven (11) Camera System at the E.H. Young Riverfront Park To Be Wireless Transmitted Back To Police Station. 1 PTP 54600 LITE INTEGRATED - LINK Complete 2 PTP 54400 FULL INTEGRATED — LINK 6 LPU End Kit PTP400 /600 (2 kits required per Link) 7 AP OFDM 9 5.4 GHz OFDM SM 7 90- 240VAC /50 -60HZ Power Supply, NA cord only 18 Surge suppressor, RoHS compliant 2 CMM micro 2 DC Surge suppressor for CMM 9 Universal mounting bracket heavy duty 4 MOTOMESH DUO 2.4/5.8 DUAL RADIO AC 4 US Standard power adapter 4 5.8 GHz Bandpass Filter 1 Hardware reset plug 4 12 ft. Ethernet to RJ45 cable 2 Canopy Connect PoE Adapter (Black) 11 WIRED OUTDOOR DOME HOUSING CLEAR 11 SONY 360 PTZ CAMERA -WHITE SNC- RX55ON/W -MT 11 IVSC Power Supply 12 ALUMINIUM POLE MOUNT ADAPTER 12 Gooseneck Wall Mount (Continued On Next Page) Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project January 27, 2009 2 -1 I Equipment List For - A Motorola Three (3) Camera System at the Renner Brenner Site Park To Be Wireless Transmitted Back To Police Station. 4 MOTOMESH DUO 2.415.8 DUAL RADIO AC 4 US Standard power adapter 4 5.8 GHz Bandpass Filter 3 12 FT Ethernet to RJ45 Cable WIRED OUTDOOR DOME HOUSING 3 CLEAR 3 SONY 360 PTZ CAMERA -WHITE SNC- RX550N/W -MT 3 ALUMINIUM POLE MOUNT ADAPTER 3 Gooseneck Wall Mount 3 IVSC Power Supply Riverside Public Safety Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Parks Camera Project _+ Equipment List January 27, 2009 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page E.H. Young Riverfront Park Equipment LOT $126,934.65 Install & First Year Warranty LOT $53,241.00 Total $180,175.65 Renner - Brenner Site Park Equipment LOT $21,695.40 Install & First Year Warranty LOT $17,928.00 Total $39,623.40 Motorola Confidential Restricted Use or disclosure of this proposal is subject to the restrictions on the title page Riverside Public Safety Parks Camera Project January 27, 2009 2 -1 Motorola Confidential Restricted Riverside Public Safety Use or disclosure of this proposal is Parks Camera Project subject to the restrictions on the title page January 27, 2009 2 -1 Exhibit A SOFTWARE LICENSE AGREEMENT This Exhibit A Software License Agreement ( "Agreement ") is between Motorola, Inc., ( "Motorola "), and The City of Riverside Public Safety ( "Licensee "), For good and valuable consideration, the parties agree as follows: Section 1 DEFINITIONS 1.1 "Designated Products" means products provided by Motorola to Licensee with which or for which the Software and Documentation Is licensed for use. 1.2 "Documentation" means product and software documentation that specifies technical and performance features and capabilities, and the user, operation and training manuals for the Software (including all physical or electronic media upon which such information is provided). 1.3 "Open Source Software" means software with either freely obtainable source code, license for modification, or permission for free distribution. 1.4 "Open Source Software License" means the terms or conditions under which the Open Source Software is licensed. 1.5 "Primary Agreement" means the agreement to which this exhibit is attached. 1.6 "Security Vulnerability' means a flaw or weakness in system security procedures, design, implementation, or internal controls that could be exercised (accidentally triggered or intentionally exploited) and result in a security breach such that data is compromised, manipulated or stolen or the system damaged. 1.7 "Software" (i) means proprietary software in object code format, and adaptations, translations, de- compilations, disassembiies, emulations, or derivative works of such software; (ii) means any modifications, enhancements, new versions and new releases of the software provided by Motorola; and (iii) may contain one or more items of software owned by a third party supplier. The term "Software" does not include any third party software provided under separate license or third party software not licensable under the terms of this Agreement. Section 2 SCOPE Motorola and Licensee enter into this Agreement in connection with Motorola's delivery of certain proprietary Software or products containing embedded or pre - loaded proprietary Software, or both. This Agreement contains the terms and conditions of the license Motorola is providing to Licensee, and Licensee's use of the Software and Documentation. Section 3 GRANT OF LICENSE 3.1. Subject to the provisions of this Agreement and the payment of applicable license fees, Motorola grants to Licensee a personal, limited, non - transferable (except as permitted in Section 7) and non- exclusive license under Motorola's copyrights and Confidential Information (as defined in the Primary Agreement) embodied in the Software to use the Software, in object code form, and the Documentation solely in connection with Licensee's use of the Designated Products. This Agreement does not grant any rights to source code. Motorola .CPA.FINAL.10.20.08.reAsion.doc t0 Motorola Contract No.. 3.2. If the Software licensed under this Agreement contains or is derived from Open Source Software, the terms and conditions governing the use of such Open Source Software are in the Open Source Software Licenses of the copyright owner and not this Agreement. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of the Open Source Software Licenses governing Licensee's use of the Open Source Software, the terms and conditions of the license grant of the applicable Open Source Software Licenses will take precedence over the license grants in this Agreement. If requested by Licensee, Motorola will use commercially reasonable efforts to: (1) determine whether any Open Source Software is provided under this Agreement; (ii) identify the Open Source Software and provide Licensee a copy of the applicable Open Source Software License (or specify where that license may be found); and, (iii) provide Licensee a copy of the Open Source Software source code, without charge, if it is publicly available (although distribution fees may be applicable). Section 4 LIMITATIONS ON USE 4.1. Licensee may use the Software only for Licensee's internal business purposes and only in accordance with the Documentation. Any other use of the Software is strictly prohibited. Without limiting the general nature of these restrictions, Licensee will not make the Software available for use by third parties on a "time sharing," "application service provider," or "service bureau" basis or for any other similar commercial rental or sharing arrangement. 4.2. Licensee will not, and will not allow or enable any third party to: (i) reverse engineer, disassemble, peel components, decompile, reprogram or otherwise reduce the Software or any portion to a human perceptible form or otherwise attempt to recreate the source code; (it) modify, adapt, create derivative works of, or merge the Software; (iii) copy, reproduce, distribute, lend, or lease the Software or Documentation to any third party, grant any sublicense or other rights in the Software or Documentation to any third party, or take any action that would cause the Software or Documentation to be placed in the public domain; (iv) remove, or in any way alter or obscure, any copyright notice or other notice of Motorola's proprietary rights; (v) provide, copy, transmit, disclose, divulge or make the Software or Documentation available to, or permit the use of the Software by any third party or on any machine except as expressly authorized by this Agreement; or (vi) use, or permit the use of, the Software in a manner that would result in the production of a copy of the Software solely by activating a machine containing the Software. Licensee may make one copy of Software to be used solely for archival, back- up, or disaster recovery purposes; provided that Licensee may not operate that copy of the Software at the same time as the original Software is being operated. Licensee may make as many copies of the Documentation as it may reasonably require for the internal use of the Software. 4.3. Unless otherwise authorized by Motorola in writing, Licensee will not, and will not enable or allow any third party to: (i) install a licensed copy of the Software on more than one unit of a Designated Product; or (ii) copy onto or transfer Software installed in one unit of a Designated Product onto one other device. Licensee may temporarily transfer Software installed on a Designated Product to another device if the Designated Product is inoperable or malfunctioning, if Licensee provides written notice to Motorola of the temporary transfer and identifies the device on which the Software is transferred. Temporary transfer of the Software to another device must be discontinued when the original Designated Product is returned to operation and the Software must be removed from the other device. Licensee must provide prompt written notice to Motorola at the time temporary transfer is discontinued. 4.4. When using Motorola's Radio Service Software ( "RSS "), Licensee must purchase a separate license for each location at which Licensee uses RSS. Licensee's use of RSS at a licensed location does not entitle Licensee to use or access RSS remotely. Licensee may make one copy of RSS for each licensed location. Licensee shall provide Motorola with a list of all locations at which Licensee uses or intends to use RSS upon Motorola's request. 4.5. Licensee will maintain, during the term of this Agreement and for a period of two years thereafter, accurate records relating to this license grant to verify compliance with this Agreement. Motorola or an independent third party ( "Auditor") may inspect Licensee's premises, books and records, upon reasonable prior notice to Licensee, during Licensee's normal business hours and subject to Licensee's facility and Motorola.CPA. F I NAL. 10.20.08.revislon.doc Motorola Contract No. security regulations. Motorola is responsible for the payment of all expenses and costs of the Auditor. Any information obtained by Motorola and the Auditor will be kept in strict confidence by Motorola and the Auditor and used solely for the purpose of verifying Licensee's compliance with the terms of this Agreement. Section 5 OWNERSHIP AND TITLE Motorola, its licensors, and its suppliers retain all of their proprietary rights in any form in and to the Software and Documentation, including, but not limited to, all rights in patents, patent applications, inventions, copyrights, trademarks, trade secrets, trade names, and other proprietary rights in or relating to the Software and Documentation (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de- compilations, disassemblies, emulations to or derivative works from the Software or Documentation, whether made by Motorola or another party, or any improvements that result from Motorola's processes or, provision of information services). No rights are granted to Licensee under this Agreement by implication, estoppel or otherwise, except for those rights which are expressly granted to Licensee in this Agreement. All intellectual property developed, originated, or prepared by Motorola in connection with providing the Software, Designated Products, Documentation or related services, remains vested exclusively in Motorola, and Licensee will not have any shared development or other intellectual property rights. Section 6 LIMITED WARRANTY; DISCLAIMER OF WARRANTY 6.1. The commencement date and the term of the Software warranty will be a period of ninety (90) days from Motorola's shipment of the Software (the 'Warranty Period "). If Licensee is not in breach of any of its obligations under this Agreement, Motorola warrants that the unmodified Software, when used properly and in accordance with the Documentation and this Agreement, will be free from a reproducible defect that eliminates the functionality or successful operation of a feature critical to the primary functionality or successful operation of the Software. Whether a defect occurs will be determined by Motorola solely with reference to the Documentation. Motorola does not warrant that Licensee's use of the Software or the Designated Products will be uninterrupted, error -free, completely free of Security Vulnerabilities, or that the Software or the Designated Products will meet Licensee's particular requirements. Motorola makes no representations or warranties with respect to any third party software included in the Software. 6.2 Motorola's sole obligation to Licensee and Licensee's exclusive remedy under this warranty is to use reasonable efforts to remedy any material Software defect covered by this warranty. These efforts will involve either replacing the media or attempting to correct significant, demonstrable program or documentation errors or Security Vulnerabilities. If Motorola cannot correct the defect within a reasonable time, then at Motorola's option, Motorola will replace the defective Software with functionally- equivalent Software, license to Licensee substitute Software which will accomplish the same objective, or terminate the license and refund the Licensee's paid license fee. 6.3. Warranty claims are described in the Primary Agreement. 6.4. The express warranties set forth in this Section 6 are in lieu of, and Motorola disclaims, any and all other warranties (express or implied, oral or written) with respect to the Software or Documentation, including, without limitation, any and all implied warranties of condition, title, non- infringement, merchantability, or fitness for a particular purpose or use by Licensee (whether or not Motorola knows, has reason to know, has been advised, or is otherwise aware of any such purpose or use), whether arising by law, by reason of custom or usage of trade, or by course of dealing. In addition, Motorola disclaims any warranty to any person other than Licensee with respect to the Software or Documentation. Section 7 TRANSFERS Licensee will not transfer the Software or Documentation to any third party without Motorola's prior written consent. Motorola's consent may be withheld at its discretion and may be conditioned upon transferee Motorola.CPA.FINAL. 10.20.08.revision.doc t2 Motorola Contract No. paying all applicable license fees and agreeing to be bound by this Agreement. If the Designated Products are Motorola's radio products and Licensee transfers ownership of the Motorola radio products to a third party, Licensee may assign its right to use the Software (other than RSS and Motorola's FLASHport® software) which is embedded in or furnished for use with the radio products and the related Documentation; provided that Licensee transfers all copies of the Software and Documentation to the transferee, and Licensee and the transferee sign a transfer form to be provided by Motorola upon request, obligating the transferee to be bound by this Agreement. Section 8 TERM AND TERMINATION 8.1 Licensee's right to use the Software and Documentation will begin when the Primary Agreement is signed by both parties and will continue for the life of the Designated Products with which or for which the Software and Documentation have been provided by Motorola, unless Licensee breaches this Agreement, in which case this Agreement and Licensee's right to use the Software and Documentation may be terminated immediately upon notice by Motorola. 8.2 Within thirty (30) days'after termination of this Agreement, Licensee must certify in writing to Motorola that all copies of the Software have been removed or deleted from the Designated Products and that all copies of the Software and Documentation have been returned to Motorola or destroyed by Licensee and are no longer in use by Licensee. 8.3 Licensee acknowledges that Motorola made a considerable investment of resources in the development, marketing, and distribution of the Software and Documentation and that Licensee's breach of this Agreement will result in irreparable harm to Motorola for which monetary damages would be inadequate. If Licensee breaches this Agreement, Motorola may terminate this Agreement and be entitled to all available remedies at law or in equity (including immediate injunctive relief and repossession of all non - embedded Software and associated Documentation unless Licensee is a Federal agency of the United States Government). Section 9 UNITED STATES GOVERNMENT LICENSING PROVISIONS This Section applies if Licensee is the United States Government or a United States Government agency. Licensee's use, duplication or disclosure of the Software and Documentation under Motorola's copyrights or trade secret rights is subject to the restrictions set forth in subparagraphs (c)(1) and (2) of the Commercial Computer Software- Restricted Rights clause at FAR 52.227 -19 (JUNE 1987), if applicable, unless they are being provided to the Department of Defense. If the Software and Documentation are being provided to the Department of Defense, Licensee's use, duplication, or disclosure of the Software and Documentation is subject to the restricted rights set forth in subparagraph (c)(1)(11) of the Rights in Technical Data and Computer Software clause at DFARS 252.227 -7013 (OCT 1988), if applicable. The Software and Documentation may or may not include a Restricted Rights notice, or other notice referring to this Agreement. The provisions of this Agreement will continue to apply, but only to the extent that they are consistent with the rights provided to the Licensee under the provisions of the FAR or DFARS mentioned above, as applicable to the particular procuring agency and procurement transaction. Section 10 CONFIDENTIALITY Licensee acknowledges that the Software and Documentation contain Motorola's valuable proprietary and Confidential Information and are Motorola's trade secrets, and that the provisions in the Primary Agreement concerning Confidential Information apply. Section 11 LIMITATION OF LIABILITY The Limitation of Liability provision is described in the Primary Agreement. Section 12 NOTICES Motorola. CPA. FINAL. 10.20.08.revislon.doc 13 Motorola Contract No. _ Notices are described in the Primary Agreement. Section 13 GENERAL 13.1. COPYRIGHT NOTICES. The existence of a copyright notice on the Software will not be construed as an admission or presumption of publication of the Software or public disclosure of any trade secrets associated with the Software. 13.2. COMPLIANCE WITH LAWS. Licensee acknowledges that the Software is subject to the laws and regulations of the United States and Licensee will comply with all applicable laws and regulations, including export laws and regulations of the United States. Licensee will not, without the prior authorization of Motorola and the appropriate governmental authority of the United States, in any form export or re- export, sell or resell, ship or reship, or divert, through direct or indirect means, any item or technical data or direct or indirect products sold or otherwise furnished to any person within any territory for which the United States Government or any of its agencies at the time of the action, requires an export license or other governmental approval. Violation of this provision is a material breach of this Agreement. 13.3. ASSIGNMENTS AND SUBCONTRACTING. Motorola may assign its rights or subcontract its obligations under this Agreement, or encumber or sell its rights in any Software, without prior notice to or consent of Licensee. 13.4. GOVERNING LAW. This Agreement is governed by the laws of the United States to the extent that they apply and otherwise by the internal substantive laws of the State to which the Software is shipped if Licensee is a sovereign government entity, or the internal substantive laws of the State of Illinois if Licensee is not a sovereign government entity. The terms of the U.N. Convention on Contracts for the International Sale of Goods do not apply. In the event that the Uniform Computer Information Transaction Act, any version of this Act, or a substantially similar law (collectively "UCITA ") becomes applicable to a party's performance under this Agreement, UCITA does not govern any aspect of this Agreement or any license granted under this Agreement, or any of the parties' rights or obligations under this Agreement. The governing law will be that in effect prior to the applicability of UCITA. 13.5. THIRD PARTY BENEFICIARIES. This Agreement is entered into solely for the benefit of Motorola and Licensee. No third party has the right to make any claim or assert any right under this Agreement, and no third party is deemed a beneficiary of this Agreement. Notwithstanding the foregoing, any licensor or supplier of third party software Included in the Software will be a direct and intended third party beneficiary of this Agreement. 13.6. SURVIVAL. Sections 4, 5, 6.3, 7, 8, 9, 10, 11 and 13 survive the termination of this Agreement. 13.7. ORDER OF PRECEDENCE. In the event of inconsistencies between this Exhibit and the Primary Agreement, the parties agree that this Exhibit prevails, only with respect to the specific subject matter of this Exhibit, and not the Primary Agreement or any other exhibit as it applies to any other subject matter. 118 SECURITY. Motorola's Information Assurance Policy addresses the issue of security. Motorola uses reasonable means in the design and writing of its own Software and the acquisition of third party Software to limit Security Vulnerabilities. While no software can be guaranteed to be free from Security Vulnerabilities, if a Security Vulnerability is discovered, Motorola will take the steps set forth in Section 6 of this Agreement. - Motorola. CPA. FINAL. 10.20.08.revision.doc 14 Motorola Contract No. - Communications Products Agreement Motorola, Inc. ( "Motorola "), and The City of Riverside Public Safety ( "Customer") enter into this "Agreement;" pursuant to which Customer will purchase and Motorola will sell the Products, as described below. Motorola and Customer may be referred to individually as a "Party' and collectively as the "Parties:" For good and valuable consideration, the Parties agree as follows: Section 1 EXHIBITS The exhibits listed below are incorporated into and made a part of this Agreement. In interpreting this Agreement and resolving any ambiguities, the main body of this Agreement takes precedence over the exhibits and any inconsistency between the exhibits will be resolved in their listed order. Exhibit A Motorola "Software License Agreement' Exhibit B "Technical and Implementation Documents" B -1 "System Description" dated 1/27109 B -2 "Statement of Work" dated 1127/09 B -3 "Equipment List" dated 1/27/09 Exhibit C "Pricing Summary' dated 1/27109 Section 2 DEFINITIONS Capitalized terms used in this Agreement have the following meanings: 2.1. "Confidential information" means any information that is disclosed in written, graphic, verbal, or machine - recognizable form, and is marked, designated, 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 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 act of the receiving Party; is already known to the receiving Party without restriction when it is disclosed; is or becomes, rightfully and without breach of this Agreement, in the receiving Party's possession without any obligation restricting disclosure; is independently developed by the receiving Party without breach of this Agreement; or is explicitly approved for release by written authorization of the disclosing Party. 2.2. "Contract Price" means the price for the Products, excluding applicable sales or similar taxes and freight charges. 2.3. "Effective Date" means that date upon which the last Party executes this Agreement. 2.4. "Equipment" means the equipment listed in the List of Products that Customer purchases from Motorola under this Agreement. 2.5. "Force Majeure" means an event, circumstance, or act of a third party that is beyond a Party's reasonable control (e.g., an act of God, an act of the public enemy, an act of a government entity, strikes or other labor disturbances, hurricanes, earthquakes, fires, floods, epidemics, embargoes, war, and riots). 2.6. "Infringement Claim" means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright. 2.7. "Motorola Software' means Software that Motorola or its affiliated company owns. 2.8. "Non- Motorola Software" means Software that another party owns. 2.9. "Open Source Software" (also called "freeware" or "shareware ") means software that has its underlying source code freely available to evaluate, copy, and modify. Motorola. CPA.FINAL.10.20.08.revision.doc 1 Motorola Contract No. 2.10. "Products" mean the Equipment and Software provided by Motorola under this Agreement. 2.11. "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 the Equipment and Software, Including those created or produced by Motorola under this Agreement and any corrections, bug fixes, enhancements, updates or modifications to or derivative works from the Software whether made by Motorola or another party. 2.12. "Software" means the Motorola Software and Non - Motorola Software in object code format that is furnished with the Products. 2.13. 'Warranty Period" means one (1) year from the date of shipment of the Products. Section 3 SCOPE OF AGREEMENT AND TERM 3.1. SCOPE OF WORK. Motorola will provide and Install (if applicable) the Products, and perform its other contractual responsibilities, all in accordance with this Agreement. Customer will perform its contractual responsibilities in accordance with this Agreement. 3.2. CHANGE ORDERS. Either Party may request changes within the general scope of this Agreement. Neither Party is obligated to perform requested changes unless both Parties execute a written change order. 3.3. TERM. Unless terminated in accordance with other provisions of this Agreement or extended by mutual agreement of the Parties, the term of this Agreement begins on the Effective Date and continues until the expiration of the Warranty Period or three (3) years from the Effective Date, whichever occurs last. 3.4. ADDITIONAL EQUIPMENT OR SOFTWARE. During the Term of this Agreement, Customer may order additional Equipment or Software if it is then available. Each order must refer to this Agreement and must specify the pricing and delivery terms. Notwithstanding any additional or contrary terms in the order, the applicable provisions of this Agreement (except for pricing, delivery, and payment terms) will govern the purchase and sale of the additional Equipment or Software: Payment is due within twenty (20) days after the Invoice date, and Motorola will send Customer an invoice as the additional Equipment is shipped or Software is licensed. Alternatively, Customer may register with and place orders through Motorola Online C' MOL"), and this Agreement will be the "Underlying Agreement' for those MOL transactions rather than the MOL On -Line Terms and Conditions of Sale. MOL registration and other information may be found at ham: / /www. motorola .com /businessandgovernmenU and the MOL telephone number is (800) 814 -0601. 3.5. MAINTENANCE SERVICE. This Agreement does not cover maintenance or support of the Products except as provided under the warranty. If Customer wishes to purchase maintenance or support, Motorola will provide a separate maintenance and support proposal upon request. 3.6. MOTOROLA SOFTWARE. Any Motorola Software, including subsequent releases, is licensed to Customer solely in accordance with the Software License Agreement. Customer hereby accepts and agrees to abide by all of the terms and restrictions of the Software License Agreement. 3.7. NON - MOTOROLA SOFTWARE. Any Non - Motorola Software is licensed to Customer in accordance with the standard license, terms, and restrictions of the copyright owner on the Effective Date unless the copyright owner has granted to Motorola the right to sublicense the Non- Motorola Software pursuant to the Software License Agreement, in which case it applies and the copyright owner will have all of Licensor's rights and protections under the Software License Agreement. Motorola makes no representations or warranties of any kind regarding Non - Motorola Software. Non - Motorola Software may include Open Source Software. All Open Source Software is licensed to Customer in accordance with, Motorola. CPA. FINAL. 10.20.08.revislon.doc 2 Motorola Contract No. and Customer agrees to abide by, the provisions of the standard license of the copyright owner and not the Software License Agreement. Upon request by Customer, Motorola will use commercially reasonable efforts to determine whether any Open Source Software will be provided under this Agreement; and if so, identify the Open Source Software and provide to Customer a copy of the applicable standard license (or specify where that license may be found); and provide to Customer a copy of the Open Source Software source code if it is publicly available without charge (although a distribution fee or a charge for related services may be applicable). 3.8. OPTIONAL EQUIPMENT OR SOFTWARE. This paragraph applies only if a "Priced Options" exhibit is shown in Section 1, or if the parties amend this Agreement to add a Priced Options exhibit. During the term of the option as stated in the Priced Options exhibit (or if no term is stated, then for one (1) year after the Effective Date), Customer has the right and option to purchase the equipment, software, and related services that are described in the Priced Options exhibit. Customer may exercise this option by giving written notice to Motorola which must designate what equipment, software, and related services Customer is selecting (including quantities, if applicable). To the extent they apply, the terms and conditions of this Agreement will govern the transaction; however, the parties acknowledge that certain provisions must be agreed upon, and they agree to negotiate those in good faith promptly after Customer delivers the option exercise notice. Examples of provisions that may need to be negotiated are: specific lists of deliverables, statements of work, acceptance test plans, delivery and implementation schedules, payment terms, maintenance and support provisions, additions to or modifications of the Software License Agreement, hosting terms, and modifications to the acceptance and warranty provisions. Section 4 PERFORMANCE SCHEDULE If this Agreement includes the performance of services, the Statement of Work will describe the performance schedule. Section 5 CONTRACT PRICE, PAYMENT, AND INVOICING 5.1. CONTRACT PRICE. The Contract Price in U.S. dollars is $204,600.05. 5.2. INVOICING AND PAYMENT. Motorola will submit invoices to Customer for Products when they are shipped and for services, if applicable, when they are performed. Customer will make payments to Motorola within twenty (20) days after the date of each invoice. Customer will make payments when due in the form of a wire transfer, check, or cashier's check from a U.S. financial institution. Overdue invoices will bear simple interest at the maximum allowable rate. For Customer's reference, the Federal Tax Identification Number for Motorola, Inc. is 36- 1115800. 5.3. FREIGHT, TITLE, AND RISK OF LOSS. Motorola will pre -pay and add all freight charges to the invoices. Title and risk of loss to the Equipment will pass to Customer upon shipment. Title to Software will not pass to Customer at any time. Motorola will pack and ship all Equipment in accordance with good commercial practices. 5.4. INVOICING AND SHIPPING ADDRESSES. Invoices will be sent to the Customer at the following address: 2950 NW VIVION RIVERSIDE, MO 64150 The city which is the ultimate destination where the Equipment will be delivered to Customer is: Riverside, Missouri The Equipment will be shipped to the Customer at the following address (insert if this information is known): 2990 NW VIVION RIVERSIDE, MO 64150 Motorola.CPA.FI NAL.10.20.08.revision.doc Motorola Contract No. Customer may change this information by giving written notice to Motorola, Section 6 SITES AND SITE CONDITIONS 6.1. ACCESS TO SITES. if Motorola is providing installation or other services, Customer will provide all necessary construction and building permits, licenses, and the like; and access to the work sites or vehicles identified in the Technical and Implementation Documents as reasonably requested by Motorola so that it may perform its contractual duties. 6.2. SITE CONDITIONS. If Motorola is providing installation or other services at Customer's sites, Customer will ensure that these work sites be safe, secure, and in compliance with all applicable industry and OSHA standards. To the extent applicable and unless the Statement of Work states to the contrary, Customer will ensure that these work sites have adequate: physical space, air conditioning and other environmental conditions; adequate and appropriate electrical power outlets, distribution, equipment and connections; and adequate telephone or other communication lines (including modem access and adequate interfacing networking capabilities), all for the installation, use and maintenance of the Products. Section 7 ACCEPTANCE Acceptance of the Products will occur upon delivery to Customer unless the Statement of Work provides for acceptance verification or testing, in which case acceptance of the Products will occur upon successful completion of the acceptance verification or testing. Notwithstanding the preceding sentence, Customer's use of the Products for their operational purposes will constitute acceptance. Section 8 REPRESENTATIONS AND WARRANTIES 8.1. EQUIPMENT WARRANTY. During the Warranty Period, Motorola warrants that the Equipment under normal use and service will be free from material defects in materials and workmanship. 8.2. MOTOROLA SOFTWARE WARRANTY. Unless otherwise stated in the Software License Agreement, during the Warranty Period, Motorola warrants the Motorola Software in accordance with the terms of the Software License Agreement and the provisions of.this Section that are applicable to the Motorola Software. TO THE EXTENT, IF ANY, THAT THERE IS A SEPARATE LICENSE AGREEMENT PACKAGED WITH, OR PROVIDED ELECTRONICALLY WITH, A PARTICULAR PRODUCT THAT BECOMES EFFECTIVE ON AN ACT OF ACCEPTANCE BY THE END USER, THEN THAT AGREEMENT SUPERCEDES THIS SOFTWARE LICENSE AGREEMENT AS TO THE END USER OF EACH SUCH PRODUCT. 8.3. EXCLUSIONS TO EQUIPMENT AND MOTOROLA SOFTWARE WARRANTIES. These warranties do not apply to: (1) defects or damage resulting from: use of the Equipment or Motorola Software in other than its normal, customary, and authorized manner; accident, liquids, neglect, or acts of God; testing, maintenance, disassembly, repair, installation, alteration, modification, or adjustment not provided or authorized in writing by Motorola; Customer's failure to comply with all applicable industry and OSHA standards; (ii) breakage of or damage to antennas unless caused directly by defects in material or workmanship; (iii) Equipment that has had the serial number removed or made illegible; (iv) batteries (because they carry their own separate limited warranty) or consumables; (v) freight costs to ship Equipment to the repair depot; (vi) scratches or other cosmetic damage to Equipment surfaces that does not affect the operation of the Equipment; and (vii) normal or customary wear and tear. 8.4. WARRANTY CLAIMS. To assert a warranty claim, Customer must notify Motorola in writing of the claim before the expiration of the Warranty Period. Upon receipt of this notice, Motorola will investigate the warranty claim. If this investigation confirms a valid warranty claim, Motorola will (at its option and at no additional charge to Customer) repair the defective Equipment or Motorola Software, replace it with the same or equivalent product, or refund the price of the defective Equipment or Motorola Software. That action will be the full extent of Motorola's liability for the warranty claim. If this Motorola. CPA.FINAL.10.20.08.revision.doc 4 Motorola Contract No.. investigation indicates the warranty claim is not valid, then Motorola may invoice Customer for responding to the claim on a time and materials basis using Motorola's then current labor rates. Repaired or replaced product is warranted for the balance of the original applicable Warranty Period. All replaced products or parts will become the property of Motorola. 8.5. ORIGINAL END USER IS COVERED. These express limited warranties are extended by Motorola to the original user purchasing the Products for commercial, industrial, or governmental use only, and are not assignable or transferable. 8.6. DISCLAIMER OF OTHER WARRANTIES. THESE WARRANTIES ARE THE COMPLETE WARRANTIES FOR THE EQUIPMENT AND MOTOROLA SOFTWARE PROVIDED UNDER THIS AGREEMENT AND ARE GIVEN IN LIEU OF ALL OTHER WARRANTIES. MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Section 9 DELAYS Neither Party will be liable for its non - performance or delayed performance if caused by a Force Majeure. A Party that becomes aware of a Force Majeure that will significantly delay performance will notify the other Party promptly (but in no event later than fifteen days) after it discovers the Force Majeure. If a Force Majeure occurs, the Parties will execute a change order to extend the performance schedule for a time period that is reasonable under the circumstances. Section 10 DISPUTES The Parties will use the following procedure to address any dispute arising under this Agreement (a "Dispute "). 10.1. GOVERNING LAW. This Agreement will be governed by and construed in accordance with the laws of the State in which the Products are delivered. 10.2. NEGOTIATION. Either Party may initiate the Dispute resolution procedures by sending a notice of Dispute ( "Notice of Dispute"). The Parties will attempt to resolve the Dispute promptly through good faith negotiations including 1) timely escalation of the Dispute to executives who have authority to settle the Dispute and who are at a higher level of management than the persons with direct responsibility for the matter and 2) direct communication between the executives. If the Dispute has not been resolved within ten (10) days from the Notice of Dispute, the Parties will proceed to mediation. 10.3 MEDIATION. The Parties will choose an independent mediator within thirty (30) days of a notice to mediate from either Party ( "Notice of Mediation "). Neither Party may unreasonably withhold consent to the selection of a mediator. If the Parties are unable to agree upon a mediator, either Party may request that American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties Will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. 10.4. LITIGATION, VENUE and JURISDICTION. If a Dispute remains unresolved for sixty (60) days after receipt of the Notice of Mediation, either Party may then submit the Dispute to a court of competent jurisdiction in the state in which the Products are delivered. Each Party irrevocably agrees to submit to the exclusive jurisdiction of the courts in such state over any claim or matter arising under or in connection with this Agreement. 10.5. CONFIDENTIALITY. All communications pursuant to subsections 10.2 and 10.3 will be treated as compromise and settlement negotiations for purposes of applicable rules of evidence and any additional confidentiality protections provided by applicable law. The use of these Dispute resolution Motorola.0 PA. FI NAL.10.20.08. revision.doc Motorola Contract No. procedures will not be construed under the doctrines of laches, waiver or estoppel to affect adversely the rights of either Party. Section 11 DEFAULT AND TERMINATION If either 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 the default. Except for a default by Customer for failing to pay any amount when due under this Agreement which must be cured immediately, the defaulting Party will have thirty (30) days after receipt of the notice of default to either cure the default or, if the default is not curable within thirty (30) days, 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 plan. If Customer is the defaulting Party, Motorola may stop work on the project until it approves the Customer's cure plan. If the non - performing Party fails to cure the default, the performing Party may terminate any unfulfilled portion of this Agreement and recover damages as permitted by law and this Agreement. Section 12 PATENT AND COPYRIGHT INFRINGEMENT INDEMNIFICATION 12.1. Motorola will defend at its expense any suit brought against Customer to the extent it is based on a third -party claim alleging that the Equipment manufactured by Motorola or the Motorola Software ( "Product') directly infringes a United States patent or copyright ( "Infringement Claim "). Motorola's duties to defend and indemnify are conditioned upon: Customer promptly notifying Motorola in writing of the Infringement Claim; Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and Customer providing to Motorola cooperation and, if requested by Motorola, reasonable assistance in the defense of the Infringement Claim. in addition to Motorola's obligation to defend, and subject to the same conditions, Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim or agreed to, in writing, by Motorola in settlement of an Infringement Claim. 12.2. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Product; (b) replace or modify the Product so that it becomes non - infringing while providing functionally equivalent performance; or (c) accept the return of the Product and grant Customer a credit for the Product, less a reasonable charge for depreciation. The depreciation amount will be calculated based upon generally accepted accounting standards. 12.3. Motorola will have no duty to defend or indemnify for any Infringement Claim that is based upon: (a) the combination of the Product with any software, apparatus or device not furnished by Motorola; (b) the use of ancillary equipment or software not furnished by Motorola and that is attached to or used in connection with the Product; (c) Product designed or manufactured in accordance with Customer's designs, specifications, guidelines or instructions, if the alleged infringement would not have occurred without such designs, specifications, guidelines or instructions; (d) a modification of the Product by a party other than Motorola; (e) use of the Product in a manner for which the Product was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to install an enhancement release to the Motorola Software that is intended to correct the claimed infringement. in no event will Motorola's liability resulting from its indemnity obligation to Customer extend in any way to royalties payable on a per use basis or the Customer's revenues, or any royalty basis other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the infringing Product. 12.4. This Section 12 provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. Customer has no right to recover and Motorola has no obligation to provide any other or further remedies, whether under another provision of this Agreement or any other legal theory or principle, in connection with an Infringement Claim. In addition, the rights and remedies provided in this Section 12 are subject to and limited by the restrictions set forth in Section 13. Motorola. CPA. FI NAL.10.20.08.revision.doc Motorola Contract No. Section 13 LIMITATION OF LIABILITY Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, indemnification, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of the Equipment, Software, or services with respect to which losses or damages are claimed. 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, THE SALE OR USE OF THE EQUIPMENT OR SOFTWARE, OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. This limitation of liability provision survives the expiration or termination of the Agreement and applies notwithstanding any contrary provision. 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. Section 14 CONFIDENTIALITY AND PROPRIETARY RIGHTS 14.1. CONFIDENTIAL INFORMATION. During the term of this Agreement, the Parties may provide each other with Confidential Information. 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 the Confidential Information to its employees who have a "need to know" and not copy or reproduce the Confidential Information; take necessary and appropriate precautions to guard the confidentiality of the Confidential Information, including informing its employees who handle the Confidential Information that it is confidential and is not to be disclosed to others, but these 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; and use the such Confidential Information only in furtherance of the performance of this Agreement. 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 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. 14.2. PRESERVATION OF MOTOROLA'S PROPRIETARY RIGHTS. Motorola, the third party manufacturer of any Equipment, and the copyright owner of any Non - Motorola Software own and retain all of their respective Proprietary Rights in the Equipment and Software, and nothing in this Agreement is intended to restrict their Proprietary Rights. All intellectual property developed, originated, or prepared by Motorola in connection with providing to Customer the Equipment, Software, or related services remain vested exclusively in Motorola, and this Agreement does not grant to Customer any shared development rights of intellectual property. Except as explicitly provided in the Software License Agreement, Motorola does not grant to Customer, either directly or by implication, estoppel, or otherwise, any right, title or interest in Motorola's Proprietary Rights. Customer will not modify, disassemble, peel components, decompile, otherwise reverse engineer or attempt to reverse engineer, derive source code or create derivative works from, adapt, translate, merge with other software, reproduce, or export the Software, or permit or encourage any third party to do so. The preceding sentence does not apply to Open Source Software which is governed by the standard license of the copyright owner. Motorola.CPA.F I NAL, t 0.20.08.revision.cloc Motorola Contract No. __ Section 15 GENERAL 15.1. TAXES. The Contract Price does not include excise, sales, lease, use, property, or other taxes, assessments or duties, all of which will be paid by Customer except as exempt by law. If Motorola is required to pay any of these taxes, Motorola will send an invoice to Customer and Customer will pay to Motorola the amount of the taxes (including any interest and penalties) within twenty (20) days after the date of the invoice. Customer will be solely responsible for reporting the Equipment for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income or net worth. 15.2. ASSIGNABILITY AND SUBCONTRACTING. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement. 15.3 WAIVER. Failure or delay by either Party to exercise any right or power under this Agreement will not be a waiver of the right or power. For a waiver of a right or power to be effective, it must be in a writing signed by the waiving Party. An effective waiver of a right or power will not be construed as either a future or continuing waiver of that same right or power, or the waiver of any other right or power. 15.4. SEVERABILITY. If a court of competent jurisdiction renders any part of this Agreement invalid or unenforceable, that part will be severed and the remainder of this Agreement will continue in full force and effect. 15.5. INDEPENDENT CONTRACTORS. Each Party will perform its duties under this Agreement only as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership or formal business organization of any kind. 15.6. HEADINGS AND SECTION REFERENCES; CONSTRUCTION. The section headings in this Agreement are inserted only for convenience and are not to be construed as part of this Agreement or as a limitation of the scope of the particular section to which the heading refers. This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party. 15.7. ENTIRE AGREEMENT. This Agreement, including all Exhibits, constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment or other form will not be considered an amendment or modification of this Agreement, even if a representative of each Party signs that document. 15.8. NOTICES. Notices required under this Agreement to be given by one Party to the other must be in writing and either delivered personally or sent to the address shown below by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as Federal Express, UPS, or DHL), or by facsimile with correct answerback received, and will be effective upon receipt: l A Motorola, Inc�� � 416 Attn: "" .bb w 15.9. 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. Customer will obtain and comply with all Federal Communications Commission ( "FCC') licenses Motorola.CPA.FI NAL.10.20.08. revision.doc Motorola Contract No. and authorizations required for the installation, operation and use of the System before the scheduled installation of the Equipment. Although Motorola might assist Customer in the preparation of its FCC license applications, neither Motorola nor any of its employees is an agent or representative of Customer in FCC or other matters. 15.10. AUTHORITY TO EXECUTE AGREEMENT, Each Party represents that it has obtained all necessary approvals, consents and authorizations to enter Into this Agreement and to perform its duties under this Agreement; the person executing this Agreement on its behalf has the authority to do so; upon execution and delivery of this Agreement by the Parties, it is a valid and binding contract, enforceable in accordance with its terms; and the execution, delivery, and performance of this Agreement does not violate any bylaw, charter, regulation, law or any other governing authority of the Party. 15.11. SURVIVAL OF TERMS. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 3.6 (Motorola Software), Section 3.7 (Non - Motorola Software); if any payment obligations exist, Sections 5.1 and 5.2 (Contract Price and Invoicing and Payment); Subsection 9.7 (Disclaimer of Implied Warranties); Section 10 (Disputes); Section 13 (Limitation of Liability); Section 14 (Confidentiality and Proprietary Rights; and all of the General terms in this Section 15. The Parties hereby enter into this Agreement as of the Effective Date. Customer _ /� 1� u Da te: Motorola. CPA.FINAL.10.20.08.revision.doc g Motorola Contract No. Motorola, Inc. TECHNICAL. SPECIFICATIONS ❑M Motorola 5.8 and 5.4 GHz Point -to -Point Bridges Spectrum- Efficient, High - Availability Wireless Ethernet Bridges The Motorola wi4 Fixed Point -to -Point Wireless Ethernet Bridges — PTP 600 Series — bring together the speed and reliability of licensed wireless with the flexibility of the unlicensed space. Operating in the 5.4 and 5.8 GHz bands at Ethernet data rates up to 300 Mbps, the systems are designed for virtually any environment— non - line -of- sight, line -of -sight and high interference —where high throughput is a major requirement and /or single or dual T1 /E1 capability is needed. Through Motorola's unique combination of technologies, PTP 600 Series solutions enhance link performance in a variety of applications, including T1 replacement, Voice - over -IP, video surveillance, distance learning, telemedicine and high -speed backhaul. The PTP 600 Series bridges are part of Motorola's MOTOwi4 portfolio of innovative wireless broadband solutions that create, complement and complete IF networks. Delivering IP coverage to virtually all spaces, the MOTOwi4 portfolio includes wi4 Fixed, wi4 Mesh, wi4 Indoor and w14 WiMAX solutions for private and public networks. Motorola PTP 58600 Bridges 5.8 GHz Part Numbers B P583OB H -2 integrated BP583OBHC -2 Connectorized BP5830BH15- 2lntegrated Lite BP6830BHC16 -2 Connectorized Lite Motorola PTP 54600 Bridges 5.4 GHz Part Numbers B P5530B H -2 Integrated BP5530BHC -2 Connectorized BP5630BH15- 2lntegrated Lite BP5530BHC15 -2 Connectorized Lite n 7 S��A� lA%LIOMV d TECHNICAL SPECIFICATIONS Motorola 5.4 and 5.8 GHz wi4 Fixed Point -To -Point Bridges - PTP 600 Series Radio Technolog Remarks RF band 5.725 GHz -5.850 GHz* dynamic frequency control By intelligent Dynamic Frequency Selection( i- DFS) or manual intervention; automatic selection on up to 28 dBi or parabolic dish up ** Gain and maximum transmit power may vary based on regulatory domain * ** In all cases the range limit is set by the latest software release up to 750 Mbps CM Motorola, Inc., 1303 E. Algonquin Road, Schaumburg, Illinois 60196 U.S.A. +1 877 515 -0400 • mw%rmotorola.com/ptp h10T0R01A and tho StySad M Logo aro registered in the U.S. Patent antl Tradamark Offre. M other protlud or serrica names are tha prc[erry of Neir respanlw ovmers. © Motorda, im. 2008 GPS W8 PTP 600 TS US 3dan-08 SPECIFICATION SHEET 0 Software Highlights The MOTOMESH Duo solution offers a multitude of software features for enhancing your network experience. With Peer- to-Peer Communication Blocking ISPs (Internet Service Providers) now have an effective way to manage billing applications and client tracking scenarios. Wth the combination of Duo's WAN support and standard 802.1te QOs, ISPS can create differentiated services that will allow them to offer tiered packages. Finally, historical, comprehensive statistics are now available forfuture reference and review. wN Mesh MOTOMESH Tra Duo Two Radio Meshed WiFi Network with 5.8GHz for Backhaul MOTOMESH Product Advantage The MOTOMESH product series makes wireless cities a reality with robust and future -proof wireless broadband technologies. Whether providing wireless access to a campus, business, neighborhood or city, MOTOMESH delivers real -time data to your residents, employees, and customers, enabling vital wireless broadband applications. Single or Dual -Radio Operation MOTOMESH Duo easily functions as a single or a two radio System. The two radio system utilizes the 5.8GHz radio to mesh backhaul, freeing up the 2.4GHz radio for dedicated client access. This notably increases throughput over single -radio systems. Moreover, the 5.SGHz radio can also be configured to provide client access supporting voice stations and subscriber devices using the 802.11a standard. Proven Mesh Routing MOTOMESH Duo leverages MeshConnexT"^ routing technology, using real -time congestion management and link control to automatically select the best data route on a per- request basis.This dramatically reduces hop latency, to better deliver real -time voice and multimedia services. Today, MeshConnex powers large -scale Motorola mesh networks of more than 1,000 nodes. Carrier -Class Security MOTOMESH Duo supports complete, end -to-end security. It provides WEP WPA and WPA2 encryption on client access. Motorola's own Secure Mesh ensures the highest data security within the meshed WiFi network Finally, users can create access lists that can block particular clients from accessing the network. Compact Form Factor The small profile, light weight form factor, and slim -line aesthetics increase mounting location flexibility and community acceptance. Advanced Network Management MOTOMESH Duo utilizes Motorola's One Point Wireless Manager to manage and visualize a multitude of capabilities for small to large networks and all of these capabilities are controllable from a single suite of software. By completing one profile, a large number of devices can be configured easily, reducing the time required to provision individual devices and complete on -going adjustments. Once the network is up and running, the Wireless Manager is a flexible and powerful tool -.. that monitors the health of the network's components for quick detection and resolution of problems that ran impact network performance and user satisfaction. Flexible &Adaptable Gateways Every '.'- MQTOMESH "'Duo unit is capable of being an Intelligent. Access Point (IAP) or Mesh Wireless Router (MWR), reducing the cost of storing excess inventory and simplifying deployment Additionally, IAPs immediately adapt to backhaul loss by becoming wireless routers, routing traffic to an alternate gateway in the network. This automatic, self- healing ability minimizes service interruptions and ensures .continuous connectivity. Quality of Service (QoS) Delay- sensitive applications like video and Voice services require different data priorities. MOTOMESH Duo supports IEEE 8021le based traffic ,prioritization. It constantly monitors node congestion, and automatically tunes its QoS parameters to optimize route selections to support latency sensitive apolications ' - Motorgta,Your End -to -End Solution Provider Motorola's wireless . broadbandportfolio offers an array of access and backhaul technologies for complete end -to-end wireless initiatives.' Motorola's Fixed Point -to- Multipoint and Point to -Point solutions provide reliable,. high - capacity Internet backhoul links to Motorola's mesh networks. MeshPlanner and MeshScanner enable detailed network planning and optimization capabilities,: Additionally, Motorola's ecosystem of applications offers a wide range of validated solutions to garner multiple benefits from your wireless network. 4 IMOT� . SPECIFICATION SHEET MOTOMESH Duo TWo Radio Meshed WIN Network With bSGHz for Backhaul BENEFITS • Best-in-class radio performance • Reliable coverage • Best-in-class throughput • Robust security MOTOwi4 MOTOMESH Duo is part of the MOTOwi4 family of broadband access technologies, a comprehensive platform of wireless broadband solutions, applications and services. Designed to complement and complete wireless networks, MOTOwi4 solutions address a broad range of applications across municipal, enterprise, and operator segments. The comprehensive MOTOwi4 portfolio creates a true end -to-end ecosystem of complementary products, services and solutions that provide high speed connectivity enabling a broad range of applications in fixed, nomadic, portable or mobile environments. Working together, w(4 Mesh solutions combined with other MO70w44 access technologies deliver ubiquitous, metro -wide (community-wide, campus - wide) wireless broadband coverage. WHY MOTOROLA Motorola is uniquely positioned to address the wireless broadband market through the MOTOwi4 vision. Motorola has aligned its business units and roadmaps to provide a comprehensive, end -to-end solution covering all aspects of the broadband wireless access deployment. With our deep and extensive patent portfolio, over decade of R &D investment, and our experience as a global supplier of broadband wireless access solutions, Motorola is primed to deliver its best in class wireless networks. Motorola is committed to leading the industry with end -to -end wi4 Mesh solutions addressing the full scope of the operator's deployment needs including access, core, devices, network management and Services. MOTOMESH DUO • 4300 -58 RADIO CHARACTERISTICS IEEE 802 11blg Radio (20fv1Hz Channel) 2.400 to 2.483GHz IEEE 8021 to Radio (20MHz Channel) 5.725 to 5.825GHz RF Modulation CCK (802.11 b), OFDM (802.11 a /g) Transmit Power (Maximum) 35dBm EIRP (802.11b/g), 34 dBm EIRP (802.11a) • Settable in 1 dB increments Receive Sensitivity 802.116: -92dBm ® 11 Mops to - 100dBm ®1 Mops 802.119: -78dBm ® 54 Mbps to -95dBm @ 6 Mbps 802.11a: -77dBm @ 54 Mops to -93dBm ® 6 Mbps Antenna Type N -Type • Two (2) omnidirectional: 8d8i for 2AGHz and 10dbi for 5SGHz ROUTING Technology MeshConnex routing with Layer 1 situational- awareness Protocol Patented, Layer 2, hybrid proactive /reactive routing NETWORK Network Management Software EMS on Linux OS via SNMPvt, SNMPv2c or secure SNMPv3 • Web Interface via HTTPS (SSQ • 802.11 and MOTOMESH MIBs Network Interface Weatherized 10/100 Base -T Ethernet (RJ-45) port with surge suppression Network Segmentation 16 VAPs (Multiple SSIDs with VLAN mapping) Quality of Service (QoS} 802.1 Is, weighted fair queuing and IP precedence bits (TOS) supported via DSCP SECURITY Client Encryption Support WEP, WPA RKIP) and WPA2 (AES, 802.11i) lash Encryption Encryption SecureMesh with AES Authentication 802.1X (Infrastructure /Client) and MAC address hardware authentication TCP /IP Filtering Broadcast storm and port filtering POW ER Power Input 90 -264 VAC (with +/- 20% variation at 47 -63Hz) or Optional 10.8 -14VDC (2.5A Max) Pourer Connector Weatherized NEMA 5 -15 power cord • 12 It (3.66m) Power Consumption 15W to 30W (with PoE device) Power over Ethernet (PoE) Support for Canopy PoE, or 802.3af Standard PoE device PHYSICAL Dimensions 9 "x 6 "x 3.5' (23.1 em x 15.2cm x 8.9cm) • 189in' (3097crrr') Weight 4.5 Its (2.04kg) Packaging Outdoor, all- weather enclosure (NEMA 4 / IP54) Mounting 3" (7,62cm) diameter post mounting ENVIRONMENTAL & REGULATORY Temperature Range -30 to 60 °C ( -22 to 140 aF) Humidity 0 to 95 %, non-condensing at 50'C (122 °F) Regulator/ Certifications FCC Part 15, CE, MET Mark / CSA/ UL, RoHS /CMM / WEEE, Industry Canada AVAILABLE OPTIONS & ACCESSORIES Mounting Lamp post mount bracket assembly Antennas 4 or 6d8i omnidirectional for 2.4GHz, 6dBi omnidirectional for 5.8GHz Power Plug Adapters AC photo cell adapter and US, ED, and AU Power Plug Adapters Power over Ethernet (PoE) Adapters Canopy Connect or IEEE 802.3af PoE ONE YEAR PARTS & LABOR WARRANTY MOTOROLA Motorola, Inc. www.motorola.com /mesh ttm mtormatlon prazzn[ad h e, is to Ne test dour kna,Jad9a Vua era zaura:a. rib 1r1-ry or gua.-vetea W,—d or imV a r da rag, d, tnz eapzcry. parlarmanex or sunat3ryot anV p;od,rcl RaFxtspmfu_ms suCeito olegavlSwut nohk. MOrUJ9, N.Or04aeH, M.EA, A'ezM' r�CewFl andHWtY'r�V Sa:w�tyua Valararu wregs ed Va3mreAcad Nx:¢da, M1 M0I0a0L NxSry A M Ladd arerxys:x_iin Na U.S. N:.t dr vk0Tue M'.NW HKITM MOTOROLA intelligence everywhere" Reduce Costs of System Installation and Operation Service providers need to offer superior service to their customers at the lowest cost. The Cluster Management Module micro (CMMmicro) allows network operators to reduce the time and labor cost of system installation and maintenance in partial Canopy clusters. The CMMmicro provides reliable network synchronization with a more integrated solution including: W 8 access ports Managed switch Smaller, light weight enclosure Reduced cabling Designed to deliver consistent and reliable wireless broadband service, the Canopy system gracefully scales to support large deployments. The CMMmicro is the heart of the system's synchronization capability which allows network operators to re -use frequencies and add capacity while consistently ensuring consistency in the quality of service to customers. As a result, subscribers can experience carrier grade service — even those at the outer edge of the network. REDUCED COST OF OPERATIONS Reduced Cabling Between System Modules There is only one cable going from the CMM to each Access Point (AP) module carrying the Ethernet connection, synchronization pulse and GPS data. Integration reduces the number of points of potential failure in the module and improves the quality of service by reducing down time, saving service providers hundreds of dollars in the labor and material cost of cabling to each of the radios and backhauls. Integrated cabling also reduces the time and costs associated with system troubleshooting and maintenance. For network operators interested in customizing their CMM to include specific equipment such as a router, Motorola offers the CMM2 with physical access to the connections between the switch and the AP. Smaller Enclosure The smaller enclosure of the CMMmicro reduces the time and cost associated with installation labor. The enclosure requires 25% of the space of the larger CMM and its 8 lb weight is 1/3 of the larger CMM. As a result, the CMMmicro can be installed quickly by one person. The CMMmicro can be placed on either a tower or in a convenient location which allows network operators more flexibility in placing network equipment. This reduces the overall cost of operations and improves profitability. Managed Switch A CMMmicro can be managed with a Network manager using Simple Network Management Protocol (SNMP). Most functionality provided by the CMMmicro'sweb browser interface is supported by the Canopy Enterprise Management Information Base (MIB) included in Canopy Release 4.0 Software. Direct Connect to Backhaul Modules The CMMmicro connects directly with backhaul modules co- located with APs. This saves network operators the time and expense of installing a separate bridge or switch to interconnect radio and backhaul modules. Availability The Canopy CMMmicro is currently available and may be ordered now. SPECIFICATIONS Electrical Power Power 24VDC @ 3.5 AMP Typical (4.0 AMP Max) separate 115/230 V AC to 24 DC power converter Environmental Operating temperature 40°Cto +55 °C /- 40Pto +131 Operating humidity 100% condensing Dimensions Approximately 12.00" H x 10.00" W x 3.00" D Approximate Weight 8.0 lbs. MOTOROLA MOTOROLA and the Stylized M Logo are registered in the U.S. Patent and Trademark Office. Canopy is a trademark of Motorola. All other product or service names are the property of their respective owners. ®Motorola, Inc. 2003. ver- 12.03.03 SONY 1 INTEGRATED VISUAL COMMUNICATION MENNINIENEEMEM Stunning video and audio brought to you by the IPELA series of visual communication products that encompass the three - pronged concept of `Reality," "Intelligence," and "Usability." IPELA is the identity symbolizing the SONY vision for the workplace of the future, connecting people, places, and information with reality that has never before been achieved. IPELA products letyou share, understand, and experience as if you are actually there, when in fact, you are miles away, It allows you to quickly grasp a situation to make better business decisions. Peal audioAsual communication over networks —this is business communication of the future, this is business communication brought to you today, this is the IPELA brand. The High - Performance Network Camera With 360- Degree Endless Rotation Delivers Efficient 2417 Monitoring Operation Anytime, Anywhere, Anyplace. Sony introduces a new addition to its Network Camera Lineup, the SNC -RX550 Network Dome Camera, which combines the latest image processing technology to SNC- RX55ON/B provide multiple compression formats and advanced functionality with a high -speed PTZ (Pan /filt/Zoom) capability. Slip rings on the camera allow a full pan of 360 degrees, allowing users to monitor almost anywhere surrounding the camera using this single unit. In addition, equipped with a powerful 26x optical zoom, the camera allows users to zoom in on small or j distant objects with exceptional clarity. Designed for 2417 operation, the SNC -RX550 ight function, providing clear images even in 0 ' lighting incorporates a Day7N Ix conditions. And using advanced image processing technology, the camera provides three compression formats, JPEG, MPEG -4, and H.264,t capabilities include dual encoding to allow simultaneous streaming in JPEG and MPEG -4, as well as high d frame rates of 30 fps in both JPEG and MPEG -4. Combining other intelligent features, such as Advanced Video Motion Detection and Unattended Object Detection into its stylish body, the SNC -RX550 is the right choice sr c- Rx55oNnv for a wide variety of surveillance and monitoring applications. 0 Ix means absence of visible Ilght to the naked eye. A separate IR Illuminator, available through third parry vendors, is required for the camera to operate in 0 Ix condi ions. H.264 will be supported at a later date via a firmware upgrade. UTIVVI 360- degree Endless Pan/Tilt/Zoom Selectable JPEG, MPEG -4, Capability (Fig. 1, 2) H.264 Compression Formats The SNC -RX550 has a high -speed 360° endless panning (or rotation) capability and a tilt range of 90 which allows users to precisely capture almost any object surrounding the camera. Also, with its powerful 26x optical zoom (312x with digital zoom), users can zoom in on small or distant objects with exceptional clarity. High - Quality Images and High- Sensitivity Employing the latest 1/4 -type Ecwave HADTM COD, the SNC -RX550 delivers exceptional picture quality for your remote monitoring applications. And with a minimum illumination level of 1.0 Ix at F 1.6 in color, the camera captures high- contrast images even in low -light conditions. Fig. ] Pan/Tilt Range ess rotation The SNC -RX550 supports three compression formats, JPEG, MPEG -4, and H.264r. MPEG -4 provides dear moving Images efficiently over networks even with limited network bandwidth. For higher compression, when bandwidth Is even more limited, H.264, which achieves two times more compression than MPEG -4, Is available. if high quality still Images are preferred, than the Industry standard JPEG compression format Is selectable. The Image size can be selected from three modes to meet your network environment and application requirements. + H.264 vdl be supported at a later date via a firmware upgrade. High Frame Rate The SNC -RX650 supports a maximum frame rate of 30 fps when the Image size is VGA (640 x 480) In both MPEG -4 and JPEG modes, producing clear and smooth- moving Images. The frame rate can be set to meet your network environment and system requirements. Fig. 2 26x Optical Zoom (simulated images) MOM MEN Dual Codec (Dual Streaming) Capability (Fig. 3) The SNC -RX550 Is equipped with a dual encoding capability that enables the camera to generate both MPEG -4 and JPEG Images simultaneously. For example, you can set up your system to transfer MPEG -4 Images over a WAN or an Internet VPN, Where network bandwidth Is limited, while storing high - resolution JPEG images on a server configured on the IAN. Image Stabilizer The Image stabilizer function of the SNC-RX550N minimizes the appearance of shaky images caused by low- frequency vibration so that stable and sharp images are provided. This function is useful for outdoor surveillance and traffic monitoring applications. "Day /Night" Function The SNC -RX550 offers a'Day /Night' function to provide optimized sensitivity In both day and night environments. As the scene darkens, the Infrared cut filter Is automatically replaced with a clear filter and the camera switches to B/W mode, requiring a minimum Illumination of less than 0.15 N. In this mode, the camera Is also sensitive to near IR illuminators, allowing A to operate even In 0lx 2 conditions. 'A 0 Ix means absence of visible fght to the naked eye, LGIAng IR Illuminators. Anti - tampering Function'' Incorporating a digital signature technology using Public Key Infrastructure (PKI), the SNC -RX550 allows users to verify the origin of images and helps prevent tampering. This Is done by creating a digital certificate for each camera manufactured and applying digital signatures in the form of metadata to all Images produced by that camera; thus, the image produced by a camera is unique only to that camera. This function is available only with recording software that complies rnth the Sony d(gibil signature scheme. For more details, pease consult your newest Sony dealer. Fig. 3 Dual Codec (Dual Streaming) WANNPN MPEe•4 z r f Fig. 3 Dual Codec (Dual Streaming) HORMUZ - } Alarm Functions Advanced Video Motion Detection The SNC -RX550 is equipped with a bultt -In advanced video motion detection function that can trigger a variety of actions such as storing and transferring Images or that can trigger an external device through Its output relays. Unlike conventional motion detection which typically detects luminance level differences, the SNC -RX550 utilizes the last 15 frames to calculate motion detection Information and to trigger the alarm when motion is detected. This prevents unwanted noise components from accidentally triggering an alarm, providing more accurate detection and reducing the number of false triggers. Unattended Object Detection The SNC -RX550 can detect objects that have been left In one place for a specified duration, Up to four detection areas can be designated. This feature can be useful for applications such as detecting suspicious objects left in public spaces, detecting stalled cars or accidents on the road. ' The unattended otect detection function and motion detection function cannot be used simultanecus'y. Sensor IN /Alarm OUT ports Equipped with two sensor inputs, the SNC -RX550 can receive triggers from external sensors. Also, two alarm outputs can be used to trigger other devices to perform a variety of actions. Pre - /Post -Alarm Image Storage The SNC -RX550 Is capable of storing both pre -and post -alarm images on removable media such as ATA memory cards and Memory Stick- media when an alarm is triggered. Image Transfer Using FTP /SMTP` All of the pre - /post -alarm Images stored In the SNC -RX550 at the time of an alarm event can be transferred to an FTP server for later viewing. Also, a still Image at the time of an alarm event can be sent to a designated e -mail address. Network Features Simultaneous Access Up to 20 users can simultaneously access the SNC -RX550 and monitor Images separately. Multicasting Capability The SNC -RX550 has a buff -in muficasting capability for MPEGA and H.264 video. When configured with a multicast router, the unit can efficiently stream video and audio to a large number of users. Network Security Features IP Filtering With IP filtering, access to the SNC -RX550 can be restricted to one or more groups of selected users. Up to ten different groups can be established by defining an IP address range for each group. Password Protection User names and passwords can be assigned to allow five levels of access to the SNC- RX550. The administrator has complete access/control of the cameras; while the other four levels of access can be set to limit user privileges to functions such as PTZ control, viewing, and trigger control. Memory Stick Slot and PC Card Slot Both Memory Stick" and PC card slots are Integrated Into the SNC- RX550, enabling you to store Images on removable media as required. nn,..., -- ° 6ck Slot e Aft images transferred using SN TITfv are in JPEG format Wireless Capability The SNC -RX5W supports the IEEE802.1lb compliant SNCA -CFWl Wireless LAN Card when used In combination with a Compact RashT Type PC card adaptor. This type of wireless configuration can save you time and money during Installation. In addition, the optional SNCA -ANi External Antenna enables the transmission of wireless signal over a longer distance. BI-Directional Audio Incorporating an external microphone Input, the SNC -RX550 allows for audio as well as video monitoring. Users can pick up the desired sound from the preferred location. This unit Is also equipped with an active output, enabling users to send an alert or make an announcement, significantly expanding the possibilities for remote monitoring applications. Voice Alert Function Users can upload an audio file to the camera. Upon trigger from a sensor or unattended object detection feature, or schedule, the stored audio file can be played back. User - Friendly GUI (Fig. 4) The SNC -RX550 has a user- fdendy GUI accessible via a PC running the Microsoft Internet Exp!orer browser software. Setup is very easy with intuitive icons and pull -down menus. Directly pointing to and clicking on any part of the monitor Image In the viewer will pan and tiff the camera so that the selected point is centered. Also, selecting an area on the image by holding down the left mouse button and dragging the mouse diagonally will enlarge and center the selected area In the monitor. Color Variation Users can choose from two body colors, black or white, depending on the Installation requirements of the site for the SNC- RX550. Analog Composite Video Output The SNC -RX550 also has an analog composite video signal via the BNC connector on the unit's rear panel. This feature Is Ideal for outputting image data to a local recording device or monitor. RS -232C Interface Transparency Function The SNC -RX550 has a transparency function available via the RS -232C Interface. External equipment can be connected and controlled by a PC connected to the network on which the SNC -RX550 resides. VISCAT" Protocol The SNC -RX550 can Interface with external control equipment using the Sony VISCA protocol. This configuration allows for local control of Pan/Till/Zoom and for camera settings. Fig. 4 Intuitive GUI Operation (simulated Images) Su�wln Memory stick Memory stick Slot Pasave Infrared Sensor FIR) M 5NCA-CFWl with PC Card Adaptor 0EEE802.11b) PC Card Sbt ATA Merrury Card F LAN Alarm Out IOOBmo-TX '00"a'lo Tx deo Alarm Out 1-111MIN" I'mr-l �v Mic in MVophone Audo line Out 0 Speaker SNC-RX550 Hard Disk Recorder Morfdor REAR PANEL LAYOUT M OPTIONAL ACCESSORIES SNCA-AN1 Wireless LAN Antenna (Optional accessory for the SNCA-CFWl Wirdlesa Card) 7 1.7 ®1V i® Sony Electronics Inc. 1 Sony Drive Park Ridge, NJ 07656 www.sony,com/secudty S- SNCRX55ON MK10276V1 © 2005 Sony Corporation. All rights reserved. Reproduction in wfide or In part v,4thout vaitten permisslon is prohibited. Features and specifications are subject to change without notice. All non -metric vmlghts and measurements am approximate. Some Images In this catalog are simulated. Sony, IPELA, Exwave HAD, Memory StIck, and VISCA are trademarks of Sony. Microsoft Windows and Internet Explorer am trademarks of Mlcrosoft Corporation. Intel and PenUnum are trademarks of Intel. L L sccur i CLL F.wE; L-MCG tt u..»f ^r - .»ix Printed In U.S.A. 9/05 'H.264 will he supported at a later date via a flan ure upgrade. ten. uanw city of Rkvr" Odolw 30, 2006 Pop 1 of J U' •" `,11 THIS LICENSE AGREEMENT ("Agreement") Is made and entered into this 3& day of Rlfy,p.._ 2008, by and between The Missouri Gaming Company dba Argosy Riverside Casino a Missouri Corporation, dba whose address Is 777 Argosy Parkway, Riverside MO 64150 (hereinafter referred to as "Licensor') and The City of Riverside a municipal corporation validly formed under the law of the State of Missouri, whose address is 2950 NW Vivton Road, Riverside MO, 64150 (hereinafter referred to as 9.icenseel Licensor and Licensee are herein collectively referred to as the "Parties ". WHEREAS, Licensee desires to License a portion of a Premises owned by Licensor In order to place an antenna(s) for the purpose of transmitting radio signals; and, WHEREAS, Licensor desires to grant Licensee a license to the Licensed Premises for such purposes; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, receipt of which Is hereby acknowledged, the Parties agree as follows: 1. Term and Rent In consideration of the Licensor complying with the terms of this Agreement, Licensor hereby grants a License to Licensee to install and maintain an entenna(s) and base statlon(s) as described in Exhibit `A" attached hereto and Incorporated by this reference, on the rooftop of Licensa"s premises until terminated as provided herein, commencing on November 1, 2008 (the "Commencement Date"). 2. Premises The antenna(s) and base stations) shelf be located on the rooftop of Ll ensoes property located at 777 Argosy Parkway Riverside MO 64150 rUcensed Premises ") 3. Access Lloensee will, during the term of this License and any extension thered, have the right of ingress and egress, upon reasonable prior notice to licensor and with the escort of Licensor, for the purpose of maintenance and repair, such right to be limited to authorized engineers of Licensee or persons urger Licensee's dired supervision. 4. installation and Power The installation, operation and maintenance of Licensee's equipment shall In no way damage the building or tower structure, interfere with Licenser's use, users already on or in the building, other users in the areas, or Interfere with Licensoes maintenance of the building. Electrical utility things shall be paid solely by Licensor. 5. Eau The frequency and equipment of Licensee are as listed in Exhibit "A. Licensee represents and covenants that It has compiled with all applicable Iews. nubs and regulations, including those of the Federal Cornmurilcatlons Commission. Licensor reserves the An*= ucarar ally of Rev mMe 2 oaOW30,sws paw t of 3 right to direct Licensee to relocate Lkxnsee's equipment on the Premises, at Uoensoes sole cost and expense, provided: Q) that Licensee shall be allowed a reasonable opportunity to conduct or supervise such relocation, at Licensee's option; (1) that such relocation of equipment shall not disrupt Licensee's use of the Premises; (11) that the new location on the Premises will not diminish Licensees uses or capacity of its equipment; and, (iv) that Licensor shall provide written notice lo Licensee at least thirty (30) days prior to any proposed relocation of Licensee's equipment Licensee shall provide written notice to Licensor, within twenty (20) days of notice from Licensor of any proposed relocation of Licensee's equipment, as to any claim of potential material interference to Licensee under this License. 6. Termination This License shall be in effect until either Party terminates the License by providing ninety (90) days written notice to the other Party. Licensee may terminate this Agreement with thirty (30) days written notice whenever, In Its sole discretion, Licensee determines the Premises has become unfit for radio transmission or reception. This License may be terrninated Immediately by the Licensor, with no further liability to the Parties, or refund of any license payment should the Licensee fail to maintain its FCC license or should the FCC determine that Licensors use is not In accordance with FCC regulations. Licensee agrees to provide Licensor a copy of Its current FCC License for the stated frequency or frequencies and any renewal during the term of this Agreement. T. Removal of Eaulnmerrt Upon expiration or termination of this License, Licensee will remove all equipment installed on Licensoe's Premises without damage to Licensoes properly. 8. IndemnWrieurance Licensee does hereby Indemnify and hold Licensor, its parent and affiliates, and their offloers, directors, agents and employees, harmless from any claim for any damage which may arise against Licensor by reason of any occurrence attributable to the Installation, operation, maintenance or removal of Licensee's equipment, except to the extent of any claim or damage arising from the sole negligence or intentional misconduct of Licensor. Licensee shall maintain In force during the term of this Agreement and any extensions thereof, at Licensee's sole expense the following Insurance coverage placed with insurance companies having an A.M. Best gating of OA-Vi" or better. Comprehensive general liability insurance, Including the Broad Form Comprehensive Liable ty Endorsement, with a combined single limit in an amount not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) general aggregate to defend, Indemnify and hold harmless Licensor, Penn National Gaming Company and its affiliated companies, officers, directors, employees and agents ( "Insured Parties')against all claims, expenses, demands and liability of whatever nature or kind, Including reasonable attorney's fees and court costs for injury, loss, harm, or damage to persons or property for claims resulting from the actions of Licensee's employees, agents or contractors arising out of or In any way connected to this Agreement. Licensee shall provide Licensor with a fully paid certificate of saki Insurance not less than seven (7) days prior to the beginning of this Agreement, and said Insurance policy shall be non- cancelable without 30 -days prior written notification to Licensor. aware uowmW Cn or RWwsW OdobW 30.1006 Pap 3or3 3 9. Assignment This License may not be assigned by either Party at any time without the prior written consent of the other Party. 10. Applicable taw This Agreement shall be governed by the law of the State of Missouri The Parties agree that the state courts of the State of Missouri shall have jurisdiction In any action brought to enforce any of the terms and conditions of this Agreement, The prevailing party in any dispute arising out of this Agreement shall be entitled to an award of costs and attorney fees. For purposes of this Agreement prevailing Party shall be defined as the Party for who a court of competent jurisdiction Issues judgment. 11. Erttire Ameement it Is agreed and understood that this License contains all agreements, promises and understandings between Licensor and Lioensee. Any addition, variation or modification to this License shall be effective only if in writing and signed by the parties hereto. LICENSEE: LICENSOR: City of Riverside The Missouri Gaming Company Dba Argosy Riverside Casino By: GLCfif�1 By (signature) �m�tcteX►t� �IeXU..Q ' "'�V' Fed Tax Id. z W/r,02111 h,