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HomeMy WebLinkAbout5.F.5. Amplifier Agreement with SprintTO: Mayor and City Council Mark McNeill, City Administrator City of Shakopee MEMORANDUM FROM: Kris Wilson, Assistant City Administrator SUBJECT: Amplifier Agreement with Sprint DATE: December 27, 2010 Relationship to Vision This is a housekeeping item. Introduction The Council is asked to authorize the appropriate officials to enter into the attached agreement with Sprint Solutions, Inc. to provide the Police Station with an affordable signal amplifier in exchange for a commitment to maintain our current number of cell phones with Sprint for a period of two - years. Background The Police Station is in need of a signal amplifier to improve the in- building signal for their 800MHz radios. A quote was received from Ancom Communications Inc. with a total price of $14, 473. However, after doing some research, staff has learned that the City's cell phone carrier — Sprint — will install the same amplifier at a cost of just $1,806.98 if we agree to maintain our current number and level of cell phone service with them for a period of two years. The City has purchased its cell phones from Sprint for more than five years now and just completed a review of that service, which included testing and pricing out phone service from a competitor. The result of this review was the decision to remain with Sprint. Therefore, our IT staff is comfortable in recommending this agreement which will commit the City's cell phone business to Sprint for the next two years in order to save the City a large amount of money on a needed amplifier. Budget Impact The upfront cost of $1,806.98 can be paid for out of the Police Department's forfeiture funds, while monthly cell phone service will continue to be paid out of individual departments' operating budgets according to the number of employees with City- issued cell phones. Requested Action If the Council concurs, it should move to authorize the appropriate officials to enter into an agreement with Sprint Solutions, Inc. for the provision of a signal amplifier to be installed at the Police Station at a cost not to exceed $1,810. CUSTOM NETWORK SOLUTIONS BASIC AGREEMENT (Government Customer) This Custom Network Solutions Basic Agreement ( "CNS Agreement ") is dated as of the date the last Party (defined below) signs this CNS Agreement ( "CNS Effective Date ") and is between City of Shakopee ( "Customer ") and Sprint Solutions, Inc., as contracting agent on behalf of the applicable Sprint affiliated entities providing wireless telecommunications equipment and services ( "Sprint "). Customer and Sprint may be referred to individually as a "Party" or collectively as the "Parties." BACKGROUND A. Sprint, through its affiliated entities, operates the Nationwide Sprint Network, the Sprint 3G Network, the Sprint 4G Network, and the Nextel National Network (collectively, the "Networks ") to provide wireless telecommunications services in certain geographic areas of the United States ( "Services "). Each wireless telephone or other device that accesses the Networks and uses the Services is referred to as a "Device." B. Customer is a state or local government entity or agency. Sprint defines "government entities and agencies" as those entities that receive their primary funding support through the allocation of appropriated public funds and are entitled to exercise sovereign rights and privileges. C. Customer is a party to—or is otherwise authorized by Sprint to purchase Services and Devices under —a service agreement (the "Service Agreement "). Capitalized terms that are not otherwise defined in this CNS Agreement have the meaning defined in the Service Agreement. If a conflict exists between this CNS Agreement and the Service Agreement, the terms of this CNS Agreement will control. D. Customer owns, leases, or otherwise has the legal right to occupy the property listed in a Statement of Work attached as an exhibit ( "Customer's Property "). Sprint will install, operate, and maintain the CNS Equipment (defined below) at the location(s) at Customer's Property ( "Premises ") specified in a Statement of Work. The "Premises" also include: (1) riser, conduit, and other space required for cable runs to connect the CNS Equipment; and (2) all necessary non - exclusive easements for (a) vehicular and pedestrian access thereto, and (b) access to the appropriate source of electric, telephone, and other utilities, as such easements are necessary in Sprint's sole discretion. E. CNS Equipment may include signal source equipment for the Networks, and /or Sprint- dedicated distributed antenna system equipment (collectively, the "CNS Equipment "), for the purpose of enhancing the provision of the Services at Customer's Property as set forth in a Statement of Work. CNS Equipment does not include any equipment provided to Customer pursuant to the Service Agreement or any other contract or agreement between the Parties. The installation, operation, and maintenance of CNS Equipment is also governed by the Custom Network Solutions Product Annex, which is incorporated into this CNS Agreement as posted at htto: / /www.sprint.com/ business/ support/ratesTandCnroducts.html (the "Product Specific Terms Website ") on the CNS Effective Date. Customer agrees to comply with this product annex as well as any other product annexes that are incorporated by reference (collectively, the "CNS Annexes "). F. Precedence. Sections 12.1, 12.2 and 12.3 of this CNS Agreement take precedence over all other conflicting terms and conditions in the Custom Network Solutions Product Annex. Project Name: City of Shakopee – Public Safety 475 (MN) Project ID: EMBMN00814 AGREEMENT 1. Term. The initial term of this CNS Agreement begins on the CNS Effective Date and ends on the expiration of the Purchase Commitment Period (defined below) ( "Initial Term "). Thereafter, this Agreement will automatically renew for successive renewal terms of 12 months (each a "Renewal Term ") unless either Party provides 120 days' prior written notice of termination. The Initial Term and Renewal Term(s) collectively make up the "Term." If the Service Agreement is terminated prior to the expiration or termination of this CNS Agreement, the Service Agreement will remain in effect with respect to the Devices subject to this CNS Agreement until this CNS Agreement expires or is terminated. 2. Purchase Commitment and Purchase Commitment Recovery Fee 2.1 Purchase Commitment. During each month of the Purchase Commitment Period, Customer agrees to maintain in a service fee generating status a minimum of: 99 Devices (of which 0 must be purchased and activated after the CNS Effective Date) ( "Purchase Commitment "). Devices in excess of the number required to fulfill the Purchase Commitment in a particular month may not be applied retroactively or to any future month in which Customer fails to fulfill the Purchase Commitment. To contribute toward fulfillment of the Purchase Commitment, the Device must (i) be activated under Customer's billing account number 155904226 and Customer's ID; and (ii) have a minimum monthly average of $37.27 of Service for the Devices. 2.1.1 The "Purchase Commitment Period" After the CNS Effective Date and expires 24 months after the CNS Effective Date, for a total Purchase Commitment Period of 24 months. 2.2 Purchase Commitment Recovery Fee. At the end of the Initial Term or if this CNS Agreement is terminated before the end of the Initial Term due to Customer's default, Customer's termination for convenience, or due to post - installation signal interference, Sprint will review Customer's fulfillment of the Purchase Commitment. If Customer has not met its Purchase Commitment, Customer agrees to pay Sprint a purchase commitment recovery fee determined as follows: (i) for each month during the Initial Term in which Customer did not fulfill the Purchase Commitment, Sprint will calculate the difference between the number of Devices that Customer agreed to 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 1 maintain during each month of the Initial Term and the actual number of Devices that Customer maintained during that month; (ii) Sprint will total the sum of these differences for the months in which Customer did not fulfill the Purchase Commitment during the Initial Term; and (iii) Sprint will multiply this total by $37.27 ( "Purchase Commitment Recovery Fee "). Sprint may invoice Customer for the Purchase Commitment Recovery Fee, and Customer agrees to pay such invoice in accordance with the payment terms under the Service Agreement. 2.3 Customer Capital Contribution. No later than 30 days after the CNS Effective Date, Customer agrees to pay Sprint $1,806.98 as a capital contribution for the installation of the CNS Equipment. 3. Signal Interference 3.1. Pre - Installation. If, after the CNS Effective Date, material signal interference arises between the CNS Equipment and any of Customer's equipment and systems that were installed at Customer's Property prior to the CNS Effective Date, then Sprint will use commercially reasonable efforts to mitigate such signal interference to the extent the interference is caused by the CNS Equipment. Sprint will begin the process of correcting any such material interference within 48 hours after receipt of written notice from Customer. If Sprint cannot alleviate the interference between the CNS Equipment and Customer's equipment and systems installed at Customer's Property prior to the CNS Effective Date, then Sprint may terminate this CNS Agreement pursuant to the "Signal Interference – Pre - Installation" portion of the "Termination by Sprint" section and Customer will not be liable for the Purchase Commitment Recovery Fee. 3.2. Post - Installation. If material signal interference arises between the CNS Equipment and any of Customer's equipment and systems that were installed at Customer's Property on or after the CNS Effective Date, then the Parties will negotiate in good faith to develop and implement commercially reasonable means of mitigating such material interference. If the Parties are unable to mutually agree on and implement commercially reasonable means of mitigating the interference, Sprint may terminate this CNS Agreement pursuant to the "Signal Interference – Post - Installation" portion of the "Termination by Sprint" section, and Customer will be liable for the Purchase Commitment Recovery Fee. Sprint will not be liable for any Service interruptions caused by interference created by Customer's or any third party's electrical or other equipment, and Customer will continue to be liable for Service charges during the period of Service interruption if interference occurs. 4. Termination by Sprint. Sprint may terminate this CNS Agreement under the following circumstances: 4.1. During Installation. Prior to completion of the installation, with at least 10 days' prior written notice, if Sprint encounters unanticipated site conditions that were not apparent during Sprint's site survey of the Premises and those site conditions cause an unexpected, material increase in the installation cost to Sprint or have a material adverse impact on Sprint's ability to install, operate, or maintain the CNS Equipment; 4.2. Signal Interference – Pre - Installation. By sending written notice to Customer of signal interference as described in the "Signal Interference – Pre - Installation" section; 4.3. Signal Interference – Post - Installation. By sending written notice to Customer of signal interference as described in the "Signal Interference – Post - Installation" section; 4.4. FCC Acts. If Sprint is unable to access and use the CNS Equipment or the Premises due to an action of the Federal Communications Commission, including without limitation, a take back of channels or change in frequencies; 4.5. Other Regulatory Acts. If after use of commercially reasonable efforts, Sprint and /or Customer cannot obtain or maintain any license, permit, or other approval required to be obtained or maintained for the installation, operation, or maintenance of the CNS Equipment; 4.6. Convenience. With at least 90 days' prior written notice, for any reason; or 4.7. Default. If Customer materially defaults in the performance of any of its duties or obligations under this CNS Agreement — including failure to fulfill the Purchase Commitment —and the default is not cured within 30 days after Customer's receipt of written notice specifying the default. 5. Termination by Customer. Customer may terminate this CNS Agreement under the following circumstances: 5.1. Before Installation. With at least 10 days' written notice prior to the commencement of installation of the CNS Equipment if there is a material change to the assumptions set forth in the Statement of Work regarding the scope or other aspects of the CNS Equipment design that will have a material adverse impact on Customer; provided that Customer will reimburse Sprint for any actual costs incurred to the date of termination; 5.2. Convenience. With at least 90 days' prior written notice, for any reason; or 5.3. Default. If Sprint materially defaults in the performance of any of its duties or obligations under this CNS Agreement and the default is not substantially cured within 30 days after Sprint's receipt of written notice specifying the default. 5.4. Nonappropriations; Termination of Purchase Commitment. Customer may terminate its obligations to maintain the Purchase Commitment upon at least 30 days' prior written notice to Sprint if Customer does not receive annual appropriations required for the funding of the Purchase Commitment under this CNS Agreement, with Customer providing evidence of such event. In the event of such termination, this CNS Agreement will remain valid and in force for the remainder of the then current Initial Term or Renewal Term without any further Purchase Commitment. If the Customer's annual appropriation funding for this CNS Agreement is merely decreased by not completely eliminated, the Parties will modify the Purchase Commitment to reflect the decrease in funding. 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 2 6. Enhanced CNS Services (a) If a Statement of Work includes 4G CNS Equipment, then the 46 Custom Network Solutions Product Annex, as posted on the Product Specific Terms Website on the CNS Effective Date, is incorporated into this CNS Agreement. (b) If a Statement of Work includes Sprint installing external or internal passive antennas, then the Sprint Passive Antennas Product Annex, as posted on the Product Specific Terms Website on the CNS Effective Date, is incorporated into this CNS Agreement. 7. Indemnity 7.1. Sprint will indemnify and defend Customer, and Customer's directors, officers, employees, agents, and their successors, against all third party claims for damages, losses, liabilities, or expenses, including reasonable attorney's fees (each a "Claim" and collectively, the "Claims ") arising directly from the performance of this CNS Agreement and relating to personal injury, death, or damage to real or tangible personal property that is alleged to have resulted, in whole or in part, from negligence or willful misconduct of Sprint or its subcontractors, directors, officers, employees, or authorized agents, but excluding: (i) Claims arising from or relating to disruption of the Services; and (ii) Claims to the extent such Claims result in whole or in part from the negligence or willful misconduct of Customer. 7.2. To be indemnified, Customer must: (i) give Sprint timely written notice of the Claim, (ii) give Sprint full and complete authority, information and assistance for the Claim's defense and settlement, and (iii) not, by any act, admission, or acknowledgment, materially prejudice Sprint's ability to satisfactorily defend or settle the Claim. Sprint will retain the right, at its option, to settle or defend the Claim, at its own expense and with its own counsel. Customer will have the right, at its option, to participate in the settlement or defense of the Claim, with its own counsel and at its own expense, but Sprint will retain sole control of the Claim's settlement or defense. 8. Limitations and Conditions of Liability 8.1. SPRINT'S SOLE LIABILITY FOR A SERVICE DISRUPTION RESULTING FROM THE UNAVAILABILITY OR NON - OPERATION OF THE CNS EQUIPMENT IS LIMITED TO THE APPLICABLE REMEDIES SET FORTH IN, AND SUBJECT TO THE LIMITATIONS PROVIDED UNDER, THE SERVICE AGREEMENT FOR SERVICE DISRUPTIONS. 8.2. IN THE CASE OF ANY AND ALL OTHER CLAIMS THAT MAY ARISE FROM, OR RELATE TO PERFORMANCE OR NON - PERFORMANCE UNDER, THIS CNS AGREEMENT, IN NO EVENT IS EITHER PARTY LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, OR OTHER INDIRECT DAMAGES CAUSED BY ITS NEGLIGENCE OR OTHERWISE, NOR FOR ECONOMIC LOSS, COST OF COVER, LOSS OF USE OF EQUIPMENT OR FACILITIES, OR COST OF REPROCUREMENT. 8.3. EACH PARTY'S MAXIMUM LIABILITY FOR DAMAGES CAUSED BY ITS FAILURE(S) TO PERFORM ITS OBLIGATIONS UNDER THIS CNS AGREEMENT IS LIMITED TO: (I) THE MINIMUM COVERAGE SET FORTH IN THE "INSURANCE" SECTION OF THE CUSTOM NETWORK SOLUTIONS PRODUCT ANNEX FOR ANY CLAIMS AND LIABILITIES ARISING FROM, OR CAUSED BY, ANY CASUALTY OR HAZARD COVERED OR REQUIRED UNDER THIS CNS AGREEMENT TO BE COVERED IN WHOLE OR IN PART BY INSURANCE; (II) PROVEN DIRECT DAMAGES FOR ANY CLAIMS ARISING OUT OF PERSONAL INJURY OR DEATH, OR DAMAGE TO REAL OR PERSONAL PROPERTY, CAUSED BY THE PARTY'S NEGLIGENT OR WILLFUL MISCONDUCT; AND (III) PROVEN DIRECT DAMAGES FOR ALL OTHER CLAIMS ARISING OUT OF THIS CNS AGREEMENT, NOT TO EXCEED $50,000.00. CUSTOMER'S PAYMENT OBLIGATIONS, LIABILITY FOR THE PURCHASE COMMITMENT RECOVERY FEE, AND THE PARTIES' INDEMNIFICATION OBLIGATIONS UNDER THIS CNS AGREEMENT ARE EXCLUDED FROM THIS PROVISION. 9. Confidentiality 9.1. Neither Party will disclose the other Party's Confidential Information (as defined below), to any third party, except as expressly permitted in this CNS Agreement. This obligation will continue until 2 years after this CNS Agreement terminates or expires. The Recipient (as defined below) may disclose Confidential Information to its subsidiaries, affiliates, agents, and consultants with a need to know, if they are not competitors of the Discloser (as defined below) and are subject to a confidentiality agreement at least as protective of the Discloser's rights as this provision. The Parties will use Confidential Information only for the purpose of performing under this CNS Agreement or for the provision of other Sprint services. The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (A) is in the possession of the Recipient at the time of its disclosure and is not otherwise subject to obligations of confidentiality, (B) is or becomes publicly known, through no wrongful act or omission of the Recipient, (C) is received without restriction from a third party free to disclose it without obligation to the Discloser, (D) is developed independently by the Recipient without reference to the Confidential Information, (E) is required to be disclosed by law, regulation, or court or governmental order, or (F) is disclosed with the prior written consent of the Discloser. "Confidential Information" means nonpublic information: (i) about the Discloser's business, (ii) given to the Recipient in any tangible or intangible form for Recipient's use in connection with this CNS Agreement, and (iii) that the Recipient knows or reasonably should know is confidential because of its legends, markings, circumstances of the disclosure or the nature of the information. Confidential Information includes, but is not limited to: trade secrets; financial information; technical information, including research, development, procedures, algorithms, data, designs, and know -how; business information, including operations, planning, marketing plans, and products; and the pricing and terms of this CNS Agreement including related discussions, negotiations, and proposals. "Discloser" means the party disclosing Confidential Information, and "Recipient" means the party receiving Confidential Information. 9.2 FOIA. This Agreement is a copyrighted work authored by Sprint and may contain Sprint trademarks, trade secrets, and other proprietary information. Sprint acknowledges that the CNS Agreement and the Confidential Information may be subject to disclosure in whole or in part under applicable Freedom of Information, Open Records, or Sunshine laws and regulations (collectively, "FOIA "). Customer will provide Sprint with prompt notice of any intended FOIA disclosures or post- execution FOIA requests, citations to or copies of applicable FOIA for review, and an appropriate opportunity to seek protection of Sprint confidential and proprietary information, consistent with all applicable laws and regulations. 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 3 10. Force Majeure. Neither party will be responsible for any delay, interruption, or other failure to perform under this CNS Agreement due to acts or events beyond the reasonable control of the otherwise responsible party. Force majeure events include, but are not limited to: natural disasters (e.g. lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; inability to obtain parts or equipment from third party suppliers, cable cuts by third parties, a local exchange carrier's activities, and other acts of third parties; explosions and fires; embargoes, strikes, and labor disputes; and governmental decrees. 11. Notices 11.1. All notices must be in writing and are effective only: (i) when deposited in the U.S. mail, certified mail, return receipt requested and postage prepaid, or (ii) when sent via overnight delivery. Notice will be deemed delivered on the date of receipt (or on the date receipt is refused) as shown on the certification of receipt or on the records or manifest of the U.S. Postal Service or overnight delivery service, as applicable. Notice addresses may be changed by giving notice as provided in this section. Notices to Sprint must be sent to each of the following: (a) Sprint Custom Network Solutions, do Vice President Industry Solutions, Mailstop-KSOPHF0210- 2A276, 6200 Sprint Parkway, Overland Park, KS 66251; and (b)Sprint Solutions, Inc., do VP Legal Dept - Sales & Distribution, Mailstop KSOPHT0101- Z2525, 6391 Sprint Parkway, Overland Park, KS 66251. 11.2 Notices to Customer must be sent to the following address 475 Gorman Street, Shakopee, MN 55379. 12. Government Customer Provisions 12.1. Insurance. Customer shall not be required to maintain the insurance coverage set forth in the Custom Network Solutions Product Annex. 12.2. Taxes, Fees, Surcharges & Assessments. Sprint will honor Customer's applicable statutory tax exemptions upon receipt of valid and properly executed exemption certificates and related documentation. If Customer claims an exemption from any Charges (as defined in the Custom Network Solutions Product Annex), Customer shall reimburse Sprint for all reasonable costs incurred by Sprint as a result of claims arising out of Customer's claimed exemption. 12.3. Hazardous Materials. To the best of Customer's knowledge, there are no substances, chemicals or wastes on or within Customer's property or the Premises that are identified as hazardous, toxic or dangerous in any applicable federal, state or local law or regulation (collectively, "Hazardous Substance "). Sprint will not introduce or use any Hazardous Substance on or within the Premises in violation of any applicable law. Customer will have sole responsibility for the identification, investigation, monitoring, remediation and cleanup of any Hazardous Substance discovered at or within Customer's Property, and Customer releases Sprint from any and all claims for damages, losses, liabilities, or expenses, including reasonable attorneys' fees, relating to any Hazardous Substance present at or within Customer's Property unless the presence of the Hazardous Substance is caused directly by the activities of Sprint. 13. Jury Trial and Class Action Waiver and Arbitration. The parties mutually, expressly, irrevocably, and unconditionally waive trial by jury and any right to proceed as lead plaintiff, class representative, or other representative capacity for any class action proceedings arising out of or relating to this CNS Agreement. This subsection survives the termination of this CNS Agreement. If the parties agree, any dispute arising out of or relating to this CNS Agreement may be finally settled by arbitration. If the waiver of jury trial is held unenforceable by a court of competent jurisdiction, then arbitration is mandatory. Any arbitration must be held in accordance with the rules of the CPR Institute for Dispute Resolution and governed by the United States Arbitration Act, 9 U.S.C. § 1 et seq. All arbitration proceedings for disputes relating to this CNS Agreement will be held in the Kansas City, MO metropolitan region. Arbitration proceedings will not include class action arbitration. 14. Miscellaneous. (a) This CNS Agreement is governed by the laws of the state in which the Premises are located. (b) this CNS Agreement may not be assigned by either Party without the other Party's prior written consent, which consent will not be unreasonably conditioned, withheld, or delayed, except that each Party has the right to assign this CNS Agreement, in whole or in part, to any of the Party's subsidiaries, affiliates, or a successor, or to any entity acquiring substantially all of the Party's assets. This CNS Agreement binds, and inures to the benefit of, the successors and permitted assigns of the Parties. (c) This CNS Agreement may only be amended in a writing signed by both Parties' authorized representatives. Alterations to this CNS Agreement are not valid unless accepted in writing by both Parties. (d) Sprint performs its obligations in this CNS Agreement as an independent contractor. Nothing in this CNS Agreement will create an employer - employee relationship, association, joint venture, partnership, or other form of legal entity or business enterprise between the Parties, their agents, employees, or affiliates. (e) If any provision of this CNS Agreement is found to be unenforceable, this CNS Agreement's unaffected provisions will remain in effect and the Parties will negotiate a mutually acceptable replacement provision consistent with the Parties' original intent. (f) No waiver by either Party of any breach of any provision of this CNS Agreement will constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provision of this CNS Agreement. (g) This CNS Agreement's benefits do not extend to any third party. (h) References to Uniform Resource Locators (URLs) in this CNS Agreement include any successor URLs designated by Sprint. (i) The terms and conditions of this CNS Agreement regarding confidentiality, indemnification, warranties, dispute resolution, and all others that by their sense and context are intended to survive the expiration of this CNS Agreement will survive. (j) This CNS Agreement, including any Exhibits, CNS Annexes, and all referenced documents, constitutes the entire agreement between the Parties with respect to Sprint's installation, operation, maintenance, and removal of the CNS Equipment at the Premises and supersedes all prior written and verbal agreements, representations, promises or understandings between the Parties. 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 4 15. Offer Expiration. To become effective, this CNS Agreement must be (a) signed by an authorized Customer representative; (b) delivered to Sprint on or before 12/15/10; and (c) signed by a Sprint officer or authorized designee. Each Party has caused this CNS Agreement to be executed by its authorized representative. City of Shakopee SPRINT SOLUTIONS, INC. Signature Signature Name Name Title Title Date Date 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 5 TABLE 1: SCOPE DEFINITION PROJECT ID: EMBMN00814 CUSTOMER NAME: City of Shakopee — Police Department LOCATION ADDRESS OF CUSTOMER FACILITY /PROPERTY: 475 Gorman Street Shakopee, MN 55379 PROJECTED SOLUTION TYPE: Public Safety 800 MHz NUMBER OF CUSTOMER BUILDINGS IN SCOPE: 1 BUILDING FLOOR TOTAL SQ FT Police Department — Office area 1 9,000 TOTAL SCOPE COVERAGE AREA [SQ/FT]: 9,000 TOTAL SCOPE COVERAGE AREA REQUIRING SPRINT COVERAGE ENHANCEMENT [SQ /FT]: 9,000 SCOPE DESCRIPTION AND OTHER PERTINENT SCOPE DETAILS: Office areas only, located on West side of building. LIMITATION TO COVERAGE SCOPE: LOCATIONS TO BE EXCLUDED: Only the area described above. General construction make up of the facility: 1. Interior walls. 2. Exterior walls and windows. 3. Roof. (i.e. metal lined, greater than 6" thick), windows (i.e. reflective glass), etc. 4. Ceiling type. (dropped or hard) 1. Drywall 2. Block 3. Rubber membrane 4. Dropped in hallways, hard in offices Customer point of contact providing information above. Chris DelIwo, 952 - 233 -9400, CDellwo @ci.shakopee.mn.us Customer point of contact during installation. Same as above TABLE 2: TECHNICAL DATA DESCRIPTION OF SIZE AND LOCATION OF ANTICIPATED SPACE FOR RF SOURCE: BDA /REPEATER: A minimum 4'x4' wall space on backboard is required. ANTICIPATED POWER REQUIREMENTS FOR HEAD END LOCATION / RF SOURCE: BDA / Repeater: 20Amp / 120VAC standard wall outlet is required ADDITIONAL PROJECT REQUIREMENTS /DETAILS: Suburban; Roof penetrations are available for this install. ENHANCED CNS SERVICES: N/A USER CAPACITY: TOTAL ANTICIPATED USER CAPACITY: ' Exhibit 1 — Statement of Work SCOPE: 1. Project scope is limited by information and data contained in this document. 2. All assumptions derived from Customer provided information. 3. Any change in the scope requirements or technical assumptions renders project scope and solution proposal invalid. SYSTEM REQUIREMENTS: 4. Sprint will provide a Network 800 MHz solution for the areas identified in Table 1. 5. Solution design will support the number of users defined in Table 2. 6. Sufficient signal strength is available from existing donor sites to drive the internal system. 7. There are no EMI design requirements. 8. There are no console or custom dispatch /special talk group requirements. INTERFERENCE: 9. Customer believes there are no existing systems in place that may interfere with the Sprint 800MHz frequencies. 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 6 Sprint ))/ Together with NEXTEL FACILITY: 10. Special City, County, State or Federal permitting or approval processes are not anticipated to be required. If special permitting processes are required, there may be deployment timeline impacts to the project. 11. There are no special Customer permitting or approval processes required. 12. Customer believes there are no RF shielded areas in the facility. 13. Customer believes that building structure is by normal construction standards: no lead or metal lined walls, walls not thicker than six inches. 14. If necessary, special environmental studies and remediation (asbestos removal, lead based paint, etc.) to be provided by Customer with no cost to Sprint. LABOR & INSTALLATION: 15. Union labor is not required. 16. Customer project manager or project management company labor costs are the responsibility of the Customer. 17. Customer preferred vendor agrees to sub - contract through Sprint preferred vendor. 18. All Customer - required labor force costs (internal or 3 party) will be paid by the Customer. 19. Sprint can utilize its own preferred contractors for installation work. 20. Work can be completed during normal construction business hours (7:00 a.m. to 6:00 p.m., Monday- Friday). Customer will allow after - hours work to maintain schedule when necessary. 21. There are no special approvals required for Sprint contractors to perform installation work. 22. There are no restricted access areas or areas that require training, drug screening or background checks for access. SPACE: 23. Anticipated RF Source location restricts access to authorized personnel only. 24. Customer will provide floor space for RF Source equipment as stated in Table 2. 25. Customer will provide a minimum 2' X 4' of wall space for DAS fiber equipment. 26. Environmentally controlled space is available for Sprint RF Source equipment. 27. Customer will provide space as needed in telecom closet locations for distributed antenna system (DAS) equipment. POWER: 28. Customer will provide adequate power for RF Source equipment as referenced in Table 2. 29. Customer will provide 20A / 120V AC power in telecom closet locations as necessary for DAS equipment. 30. Power is readily available at all equipment locations at no installation or operational cost to Sprint. 31. Backup power or UPS for RF Source and /or DAS equipment is not included in this scope of work. CABLING & ANTENNAS: 32. All antennas and supporting equipment can be placed as needed to meet coverage objectives. 33. Outdoor donor antenna locations are permitted with no special installation or approval requirements. 34. Cable routing is available between RF Source location and rooftop donor antenna. 35. Cable pathways (horizontal & vertical) exist and are available for use. 36. No special antenna stealthing techniques are required and all antennas can be visible. 37. Cable and antenna installation does not require infectious disease tenting. 38. Customer will approve coaxial, fiber optic, or CAT -5 cable routing design along the most direct cable paths. 39. Design may utilize any combination of coaxial, fiber optic or CAT -5 cable. 40. Conduit is not required for any cable installations. 41. Core drilling is not required for any cable installations. 42. Customer will provide roof penetration if necessary for GPS and /or donor antennas. CUSTOMER CARE: 43. Sprint will provide customer support for the CNS Equipment through the Sprint CNS Care group, which may be reached by calling 1- 877 - 236 -8008. 484671 SPRINT CONFIDENTIAL AND PROPRIETARY INFORMATION Rev. 5/13/10 Page 7